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                                       VALUEFUND
















                                  ANNUAL REPORT
                                 TO STOCKHOLDERS








                               DECEMBER 31, 2001

PORTFOLIO MANAGER COMMENTARY

Dear Fellow Stockholders:

     2001 turned out to be a year that most of us would rather forget,  an annus
horribilis so to speak.  However,  there was a bright spot for us. In 2001,  the
Blue Chip Value Fund  performed  very well on a relative  basis.  The Fund's Net
Asset Value (NAV) was down 2.97%,  while its  benchmark,  the S&P 500,  was down
11.88%. The Fund started the year trading at a discount to its NAV and ended the
year at a premium,  so the market  performance for the Fund was up 14.07%.  In a
bear market year, we were very pleased with these results.

     In 2001, the best performing sector for the Fund, on both an absolute basis
and  relative to its  benchmark,  was the  consumer  cyclical  sector.  Consumer
spending held up remarkably  well all year given the economic  environment and a
variety of stocks  performed well for the Fund.  TJX Companies  Inc., the parent
company for TJMaxx and  Marshalls,  did well as consumers  were attracted to its
discount  format and as the company was able to exploit  some  excellent  buying
opportunities from overstocked retailers.  Tricon Global Restaurants Inc. is the
company  that owns Taco Bell,  KFC and Pizza Hut. It had  suffered  through poor
sales and a revamping of menus and we finally began to see improved results from
the company late in the year.  Cendant Corp.,  the franchisor of hotels,  rental
cars, and real estate offices,  continued its turnaround and the stock performed
well,  even given the environment  post September 11. Finally,  the Fund's media
and publishing stocks performed  exceptionally well with the best returns coming
from USA Networks Inc. and Westwood One Inc.

     Another  positive  for the  portfolio  was the  technology  sector where we
managed to have double digit  positive  returns  versus the  benchmark's  double
digit  negative  returns.  We did this  partly by  avoiding  some of the largest
technology  stocks  that we simply  saw as too  expensive  and partly by finding
stocks with  valuations that already  reflected the weak operating  environment.
The  Fund  had  very  solid  returns  from  Microsoft   Corp.,  IBM  Corp.,  Sun
Microsystems Inc., Avnet Inc. and American Power Conversion.

     The  healthcare  sector was also  positive  for  performance.  This was due
primarily to the Fund's healthcare  services stocks,  Tenet Healthcare Corp. and
Omnicare Inc.  Pricing and  utilization  trends have improved in the  healthcare
industry for  providers and it appears to us that the stocks moved up in 2001 in
recognition  of these  trends.  We also had strong  performance  from  Millipore
Corp.,  a  company  that  makes  purification

products for biopharmaceutical production and research and for microelectronics.
The company announced that it would split into two separate companies,  which in
our opinion will unlock the value in the biopharmaceutical business.

     Both the energy and utility sectors were  disappointing  for us in 2001. In
energy, we simply  underestimated  how much weaker demand would hurt oil and gas
prices.  Thus, the Fund's  investments in oil and gas service  providers did not
pay off. In the utility sector,  the Fund owns mostly  companies that we believe
should benefit from  deregulation of the industry,  such as Dynegy Inc.,  Mirant
Corp. and Reliant  Resources Inc. In light of the pricing problems in California
and the demise of energy trading  powerhouse Enron Corp. (which the Fund did not
own),  these  stocks did not  perform  well.  However,  we have  maintained  our
commitment to this area because we do not believe the trend towards deregulation
will be  reversed  and the stocks are  trading at what we believe  are  terrific
valuations.

     We're pleased with the Fund's relative performance in 2001. Our value style
of investing  was a clear  advantage  relative to the S&P 500, but the Fund also
outperformed the S&P 500 Value Index by almost 9% in 2001. In our opinion, there
is still plenty of uncertainty  for investors to worry about,  but on the margin
we believe there is less uncertainty than there was immediately after the events
of September  11. The monetary and fiscal  stimulus the  government is providing
appears to be very positive for the economy.  We are hopeful the bear market has
run its course.

Sincerely,

/s/ Charlotte T. Petersen

Charlotte T. Petersen, CFA
Portfolio Manager and
Vice President


                             SECTOR DIVERSIFICATION
                            IN COMPARISON TO S&P 500
                            AS OF DECEMBER 31, 2001*

                                              FUND        S&P 500
                                              ----        -------
                 Basic Materials               2.0%         2.6%
                 Capital Goods                 3.7%         4.7%
                 Commercial Services           1.7%         2.2%
                 Communications                5.7%         8.5%
                 Consumer Cyclical            13.6%        11.7%
                 Consumer Staples              5.7%         8.3%
                 Energy                        6.3%         6.6%
                 Financials                   23.9%        21.4%
                 Medical/Healthcare           12.0%        14.1%
                 REITs                         0.0%         0.2%
                 Technology                   12.8%        16.1%
                 Transportation                3.7%         0.8%
                 Utilities                     5.7%         2.9%


          * SECTOR DIVERSIFICATION IS SUBJECT TO CHANGE AND MAY NOT BE
            REPRESENTATIVE OF FUTURE INVESTMENTS.


                          AVERAGE ANNUAL TOTAL RETURNS
                             AS OF DECEMBER 31, 2001

     FUND NAME                     RETURN    1-YEAR    5-YEAR    10-YEAR
     ---------                     ------    ------    ------    -------
     Blue Chip Value Fund           NAV      (2.97%)    9.75%      11.85%
     Blue Chip Value Fund          Market
                                   Price     14.07%    10.90%      13.90%
     S&P 500 Index                          (11.88%)   10.70%      12.94%

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.

DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN

     Blue Chip Value Fund,  Inc.'s (the "Fund")  Dividend  Reinvestment and Cash
Purchase Plan offers  stockholders  the  opportunity  to reinvest  dividends and
capital gain  distributions in additional  shares of the Fund. A stockholder may
also make additional cash investments under the Plan. There is no service charge
for participation.

     Participating stockholders will receive additional shares issued at a price
equal to the net asset  value  per  share as of the close of the New York  Stock
Exchange  on the record date ("Net  Asset  Value"),  unless at such time the Net
Asset Value is higher than the market  price of the Fund's  common  stock,  plus
brokerage  commission.  In this case, the Fund will attempt,  generally over the
next 10 business days (the "Trading  Period"),  to acquire  shares of the Fund's
common stock in the open market at a price plus  brokerage  commission  which is
less  than the Net  Asset  Value.  In the  event  that  prior  to the time  such
acquisition is completed,  the market price of such common stock plus commission
equals  or  exceeds  the Net Asset  Value,  or in the  event  that  such  market
purchases are unable to be completed by the end of the Trading Period,  then the
balance of the distribution  shall be completed by issuing  additional shares at
Net Asset Value.

     Participating  stockholders  may  also  make  additional  cash  investments
(minimum $50 and maximum  $10,000 per month) by check or money order (or by wire
for a $10 fee) to acquire  additional shares of the Fund. Please note,  however,
that these  additional  shares will be purchased at market value plus  brokerage
commission (without regard to net asset value) per share.

     A stockholder owning a minimum of 50 shares may join the Plan by sending an
Enrollment Form to the Plan Agent at Mellon  Investor  Services,  LLC,  Overpeck
Centre, 85 Challenger Road, Ridgefield Park, NJ, 07660.

     The automatic  reinvestment of dividends and distributions will not relieve
participants  of any  income  taxes  that  may be  payable  (or  required  to be
withheld) on dividends or  distributions,  even though the stockholder  does not
receive the cash. Participants must own at least 50 shares at all times.

     A  stockholder  may elect to withdraw from the Plan at any time on 15-days'
prior written notice,  and receive future  dividends and  distributions in cash.
There is no  penalty  for  withdrawal  from the Plan and  stockholders  who have
withdrawn from the Plan may rejoin in the future.

     The Fund may  amend  the Plan at any time  upon  30-days  prior  notice  to
participants.

     Additional  information about the Plan may be obtained from Blue Chip Value
Fund,  Inc. by writing to 1225 17th Street,  26th Floor,  Denver,  CO 80202,  by
telephone at (800) 624-4190 or by visiting us at www.blu.com.

     If your  shares are  registered  with a broker,  you most  likely can still
participate in the Dividend  Reinvestment Plan. Please contact your broker about
how to participate  and to inquire if there are any fees which may be charged by
the broker to your account.

CHANGE IN FUNDAMENTAL
INVESTMENT POLICY

     Recently  enacted SEC regulations  require a fund to invest at least 80% of
its  net  assets  in the  type  of  investment  suggested  by the  fund's  name.
Accordingly,  on February 5, 2002,  the Board of Directors  approved a change to
the  Fund's  fundamental  policy  such  that the Fund  will  invest at least 80%
(formerly  75% of its total assets) of its net assets  (including  the amount of
any borrowings for investment  purposes) in equity securities of large companies
with headquarters in the United States, such as those included in, or similar in
size to those included in, the S&P 500 Index.

CHANGE IN PORTFOLIO MANAGER

     Charlotte T. Petersen,  the Fund's portfolio  manager,  has notified Denver
Investment Advisors LLC ("DIA") that she will be resigning from DIA's staff on a
date to be agreed  upon  (but not later  than July 12,  2002).  DIA  expects  to
appoint a successor portfolio manager from investment  personnel now assigned to
the Fund and is confident  that its staff and other  resources  will continue to
provide  the  Fund  effective  portfolio   management  in  accordance  with  its
investment objective and policies.

STOCKHOLDER DISTRIBUTION INFORMATION

     Certain tax information regarding Blue Chip Value Fund, Inc. is required to
be provided to stockholders  based upon the Fund's income and  distributions  to
the stockholders for the calendar year ended December 31, 2001.

     The  Board of  Directors  of Blue Chip  Value  Fund,  Inc.  voted to pay to
stockholders  of record at the  opening  of  business  on the record  date,  the
following  distributions  derived  from  capital  gains  realized  from sales of
portfolio securities and dividends derived from net investment income as well as
a return of capital:

  RECORD              PAY                             CAPITAL      RETURN OF
   DATE              DATE           DIVIDENDS          GAINS        CAPITAL
--------------------------------------------------------------------------------
 4/12/2001        4/27/2001          $0.0108          $0.1892       $0.0000
 7/13/2001        7/27/2001          $0.0141          $0.1733       $0.0126
10/12/2001       10/26/2001          $0.0078          $0.0000       $0.1622
12/31/2001        1/15/2002          $0.0085          $0.0000       $0.1615
                                     $0.0412          $0.3625       $0.3363

     The Fund  notified  stockholders  at the end of January 2002 of amounts for
use in preparing  2001 income tax returns.  Please note the return of capital is
non-taxable.

ATTENTION CORPORATE STOCKHOLDERS:

     To determine the amount that qualifies for the dividends-received deduction
for corporations,  multiply the amount that appears in column 1 of Form 1099-Div
by 100%.

INFORMATION ON THE DIRECTORS AND OFFICERS OF THE FUND

     The list below provides certain information about the identity and business
experience of the directors  and officers of the Fund.  The Fund's  Statement of
Additional   Information  includes  additional   information  about  the  Fund's
directors,  and may be  obtained  from  the  Fund  free  of  charge  by  calling
1-800-624-4190.

INTERESTED DIRECTORS*

TODGER ANDERSON, CFA(1)
Age: 57

POSITION(S) HELD WITH THE FUND:
PRESIDENT AND DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
President  since  1987.  Director  from  1988 to 1995 and  since  1998.  Term as
Director expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
President and Executive  Manager,  Denver Investment  Advisors LLC (since 1995);
prior thereto President and Director of Portfolio Management,  Denver Investment
Advisors,  Inc.;  Portfolio  Manager,  Westcore  MIDCO Growth Fund (since 1986);
Portfolio Co-Manager, Westcore Select Fund (since 2001).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: ONE

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: NONE

KENNETH V. PENLAND, CFA(1)
Age: 59

POSITION(S) HELD WITH THE FUND:
CHAIRMAN OF THE BOARD AND DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Chairman of the Board and Director since 1987. Term as Director expires in 2003.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Retired;  from 1995 until December 2001; Chairman and Executive Manager,  Denver
Investment  Advisors LLC;  prior  thereto  Chairman of the Board and Director of
Research,  Denver Investment  Advisors,  Inc.;  President and Trustee,  Westcore
Funds.

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: Thirteen

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: NONE

INDEPENDENT DIRECTORS

ROBERT J. GREENEBAUM(1)
Age: 84

POSITION(S) HELD WITH THE FUND:
Director

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1988. Term expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Independent Consultant;  former Director, United Asset Management Corp., Boston,
Massachusetts  (February  1982 - May  2000);  former  Chairman  of the Board and
Director,  Selected  American Shares,  Inc. and Selected  Special Shares,  Inc.,
Santa Fe, New Mexico  (January  1970 - December  1997);  former  Chairman of the
Board and Trustee,  Selected Capital  Preservation  Trust,  Santa Fe, New Mexico
(September 1985 - December 1997).  Consultant,  Denver Investment  Advisors LLC,
and its predecessor, Denver Investment Advisors, Inc.

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
Overseen by Director: One

Other Directorships(4) Held by Director: None

RICHARD C. SCHULTE(1)
Age: 57

POSITION(S) HELD WITH THE FUND:
Director

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1987. Term expires in 2002.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Private  Investor;  from 1993  until  1996,  President,  Transportation  Service
Systems, Inc.; Employee,  Southern Pacific Lines, Denver, Colorado (since 1993);
prior  thereto,  Employee,  Rio Grande  Industries,  Denver,  Colorado  (holding
company)  (since  1991);  Vice  President  Finance  and  Treasurer,  Rio  Grande
Holdings, Inc., Denver, Colorado (since 1990); and Vice President,  Denver & Rio
Grande Western Railroad Company, Denver, Colorado (since 1990).

NUMBER OF PORTFOLIOS IN FUND COMPLEX3
OVERSEEN BY DIRECTOR: ONE

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: NONE

ROBERTA M. WILSON, CFA(1)
Age: 58

POSITION(S) HELD WITH THE FUND:
Director

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1987. Term expires in 2003.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Retired;  from 1985 until July 1998, Director of Finance,  Denver Board of Water
Commissioners, Denver, Colorado.

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
Overseen by Director: One

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: NONE

LEE W. MATHER, JR.(1)
Age: 58

POSITION(S) HELD WITH THE FUND:
Director

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 2001. Term expires in 2002.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Director,  American Rivers (conservation organization) (since June 2000); former
investment banker, Merrill Lynch & Co. (January 1977 - April 2000).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

GARY P. MCDANIEL(1)
Age: 56

POSITION(S) HELD WITH THE FUND:
Director

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 2001. Term expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Chief Executive Officer, Chateau Communities, Inc. (REIT/
manufactured housing) (since 1997); prior thereto, Chief
Executive Officer ROC Communities, Inc. (1980-1997).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One

OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

OFFICERS

CHARLOTTE PETERSEN, CFA
Age: 41

1225 Seventeenth St.
26th Floor
Denver, Colorado 80202

POSITION(S) HELD WITH THE FUND:
Vice President

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Vice President since 2000.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Vice President,  Denver Investment Advisors LLC (since 1995); prior thereto Vice
President,  Denver Investment  Advisors,  Inc. (since 1993);  Portfolio Manager,
Westcore Blue Chip Fund (since January 2000).

W. BRUCE MCCONNEL(5)
Age: 58

One Logan Square
18th and Cherry Sts.
Philadelphia, PA 19103

POSITION(S) HELD WITH THE FUND:
Secretary

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Secretary since 1987.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia, PA.

JASPER R. FRONTZ(5)
Age: 33

1225 Seventeenth St.
26th Floor
Denver, Colorado 80202

POSITION(S) HELD WITH THE FUND:
Treasurer

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Treasurer since 1997.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Vice President,  Denver Investment Advisors LLC (since 2000); Director of Mutual
Fund Administration, Denver Investment Advisors LLC (since 1997); prior thereto,
Fund Controller, ALPS Mutual Fund Services, Inc. (1995-1997); Senior Accountant,
Deloitte & Touche LLP (1991-1995); Registered Representative, ALPS Distributors,
Inc. (since 1995).


NOTES

*    These  directors each may be deemed to be an  "interested  director" of the
     Fund within the meaning of the Investment  Company Act of 1940 by virtue of
     their  affiliations with the Fund's investment  adviser and their positions
     as officers of the Fund.

1.   Each  director may be contacted by writing to the  director,  c/o Blue Chip
     Value Fund, Inc., 1225 Seventeenth  Street,  26th Floor,  Denver,  Colorado
     80202, Attn: Jasper Frontz.

2.   The Fund's  By-Laws  provide that the Board of Directors  shall  consist of
     three  classes of members.  Directors are chosen for a term of three years,
     and the term of one class of directors  expires each year.  The officers of
     the Fund are  elected  by the Board of  Directors  and,  subject to earlier
     termination of office, each officer holds office for one year and until his
     or her successor is elected and qualified.

3.   Fund complex is  comprised of the Fund,  consisting  of one  portfolio  and
     Westcore Funds, of which there are twelve portfolios.

4.   Includes  only  directorships  of  companies  required  to  report  to  the
     Securities and Exchange  Commission  under the  Securities  Exchange Act of
     1934 (i.e.,  "public companies") or other investment  companies  registered
     under the Investment Company Act of 1940.

5.   Mr.  McConnel  and Mr.  Frontz  also  serve  as  Secretary  and  Treasurer,
     respectively, of Westcore Funds.

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
Blue Chip Value Fund, Inc.:

     We have audited the  accompanying  statement of assets and  liabilities  of
Blue Chip Value Fund, Inc. (the "Fund"),  including the schedule of investments,
as of December 31, 2001,  and the related  statement of operations  for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the two years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits. The financial highlights for the period from January 1, 1997 to December
31, 1999 were audited by other  auditors  whose report,  dated January 14, 2000,
expressed an unqualified opinion on those financial highlights.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2001, by correspondence  with the custodian.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Blue Chip  Value  Fund,  Inc.  as of  December  31,  2001,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the two years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Deloitte & Touche LLP


DELOITTE & TOUCHE LLP
Denver, Colorado
January 18, 2002

BLUE CHIP VALUE FUND, INC.

                       STATEMENT OF ASSETS AND LIABILITIES

December 31, 2001

ASSETS
Investments at market value                                       $ 149,040,322
  (identified cost $140,470,816)
Dividends receivable                                                    169,540
Interest receivable                                                      14,528
Other assets                                                              7,583
                                                                  -------------
  TOTAL ASSETS                                                      149,231,973
                                                                  -------------

LIABILITIES
Distributions payable                                                 3,563,618
Advisory fee payable                                                     75,056
Administration fee payable                                                8,481
Accrued expenses and other liabilities                                   67,106
                                                                  -------------
  TOTAL LIABILITIES                                                   3,714,261
                                                                  -------------
NET ASSETS                                                        $ 145,517,712
                                                                  =============

COMPOSITION OF NET ASSETS
Capital stock, at par                                             $     209,625
Paid-in-capital                                                     136,914,343
Accumulated net realized loss                                          (175,762)
Net unrealized appreciation on investments                            8,569,506
                                                                  -------------
                                                                  $ 145,517,712
                                                                  =============

SHARES OF COMMON STOCK
  OUTSTANDING (100,000,000 shares
  authorized at $0.01 par value)                                     20,962,456
                                                                  -------------
Net asset value per share                                         $        6.94
                                                                  =============

See accompanying notes to financial statements.

BLUE CHIP VALUE FUND, INC.

                             STATEMENT OF OPERATIONS
                      For the Year Ended December 31, 2001

NET INVESTMENT INCOME
INCOME
  Dividends                                       $  1,916,216
  Interest                                             316,917
  Foreign taxes withheld                               (11,856)
                                                  ------------
    TOTAL INCOME                                                   $  2,221,277
                                                                   ------------

EXPENSES
  Investment advisory fee
    (Note 3)                                           909,447
  Administrative services fee
    (Note 3)                                            97,003
  Transfer agent fees                                   84,000
  Stockholder reporting                                 58,000
  Legal fees                                            76,001
  Directors' fees                                       60,000
  Insurance and fidelity bond                           10,843
  Audit fees                                            19,201
  Custodian fees                                         9,649
  NYSE listing fees                                     36,701
  Other                                                  8,402
                                                  ------------
    TOTAL EXPENSES                                                    1,369,247
                                                                   ------------
    NET INVESTMENT INCOME                                               852,030
                                                                   ------------
REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
  Net realized gain on investments                                    8,769,357
  Change in net unrealized appreciation
    or depreciation of investments                                  (13,542,885)
                                                                   ------------
    NET LOSS ON INVESTMENTS                                          (4,773,528)
                                                                   ------------
    NET DECREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                    $ (3,921,498)
                                                                   ============


See accompanying notes to financial statements.


STATEMENTS OF CHANGES IN NET ASSETS

                                                        FOR THE YEAR
                                                      ENDED DECEMBER 31,
                                                   2001               2000
                                               -------------      -------------
DECREASE IN NET ASSETS
  FROM OPERATIONS:
  Net investment income                        $     852,030      $     915,053
  Net realized gain on
    investments                                    8,769,357         12,759,012
  Change in net unrealized
    appreciation or depreciation
    of investments                               (13,542,885)       (13,986,744)
                                               -------------      -------------
                                                  (3,921,498)          (312,679)
                                               -------------      -------------

DECREASE IN NET ASSETS
  FROM DISTRIBUTIONS TO
  STOCKHOLDERS FROM:
  Net investment income                             (857,755)          (909,328)
  Net realized gain on
    investments                                   (7,529,781)       (14,364,186)
  Return of capital                               (7,032,144)                 0
                                               -------------      -------------
                                                 (15,419,680)       (15,273,514)
                                               -------------      -------------

INCREASE IN NET ASSETS FROM
  COMMON STOCK TRANSACTIONS:
  Proceeds from the sale of
    3,522,591 and 0 shares
    respectively, net of offering
    expenses (Note 4)                             22,551,862                  0
  Net asset value of common
    stock issued to stockholders
    from reinvestment of
    dividends (197,107 and
    409,851 shares issued,
    respectively)                                  1,444,420          3,446,723
                                               -------------      -------------
                                                  23,996,282          3,446,723
                                               -------------      -------------
NET INCREASE/(DECREASE)
  IN NET ASSETS                                    4,655,104        (12,139,470)

NET ASSETS
  Beginning of period                            140,862,608        153,002,078
                                               -------------      -------------
  End of period (including
    $0 and $5,725 of
    undistributed net
    investment income,
    respectively)                              $ 145,517,712      $ 140,862,608
                                               =============      =============

See accompanying notes to financial statements.

BLUE CHIP VALUE FUND, INC.

FINANCIAL HIGHLIGHTS



                                                                         FOR THE YEAR ENDED DECEMBER 31,
                                                          ------------------------------------------------------------
PER SHARE DATA (for a share outstanding
  throughout each period)                                    2001         2000         1999         1998        1997
                                                          ---------    ---------    ---------    ---------   ---------
                                                                                              
Net asset value - beginning of period                     $    8.17    $    9.09    $  10.25     $    9.76   $    8.94
INVESTMENT OPERATIONS
Net investment income                                          0.04         0.05        0.03          0.05        0.10
Net gain (loss) on investments                                (0.29)       (0.08)       0.49          1.62        2.56
                                                          ---------    ---------    ---------    ---------   ---------
Total from investment operations                              (0.25)       (0.03)       0.52          1.67        2.66
                                                          ---------    ---------    ---------    ---------   ---------

DISTRIBUTIONS
From net investment income                                    (0.04)       (0.05)      (0.03)        (0.05)      (0.10)
From net realized gains on investments                        (0.36)       (0.84)      (1.65)        (1.08)      (1.47)
Return of capital                                             (0.34)       (0.00)      (0.00)        (0.00)      (0.00)
                                                          ---------    ---------    ---------    ---------   ---------
Total distributions                                           (0.74)       (0.89)      (1.68)        (1.13)      (1.57)
                                                          ---------    ---------    ---------    ---------   ---------

CAPITAL SHARE TRANSACTIONS
Dilutive effects of rights offerings                          (0.23)          --          --         (0.04)      (0.26)
Offering costs charged to paid in capital                     (0.01)          --          --         (0.01)      (0.01)
                                                          ---------    ---------    ---------    ---------   ---------
Total capital share transactions                              (0.24)          --          --         (0.05)      (0.27)
                                                          ---------    ---------    ---------    ---------   ---------
  Net asset value, end of period                          $    6.94    $    8.17    $   9.09     $   10.25   $    9.76
                                                          =========    =========    =========    =========   =========
  Per share market value, end of period                   $    7.56    $    7.55    $ 8.6875     $    9.75   $ 10.9375
                                                          =========    =========    =========    =========   =========
Total investment return(1) based on:
  Market Value                                                 14.1%        (3.2%)       6.7%          1.3%       40.5%
  Net Asset Value                                              (3.0%)        0.2%        6.2%         17.6%       31.2%

RATIOS/SUPPLEMENTAL DATA:
Ratios of expenses to average net assets                       0.91%        0.88%       0.85%         0.94%       0.94%
Ratio of net investment income to average net assets           0.56%        0.63%       0.32%         0.56%       1.01%
Ratio of total distributions to average net assets            10.21%       10.46%      16.86%        11.62%      16.48%
Portfolio turnover rate(2)                                    73.30%      127.55%      54.24%        76.02%      55.15%
Net assets - end of period (in thousands)                 $ 145,517    $ 140,863    $ 153,002    $ 171,512   $ 138,905


See accompanying notes to financial statements.

*    Annualized.

(1)  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.

(2)  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
     year  ended  December  31,  2001  were   $116,270,477   and   $105,432,037,
     respectively.

BLUE CHIP VALUE FUND, INC.

STATEMENT OF INVESTMENTS
December 31, 2001
                                                                       Market
                                            Shares        Cost         Value
                                            ------        ----         -----
COMMON STOCKS - 96.74%
BASIC MATERIALS - 2.02%
Forestry and Paper - 2.02%
Bowater Inc.                                61,600     $2,846,653     $2,938,320

TOTAL BASIC MATERIALS                                   2,846,653      2,938,320
--------------------------------------------------------------------------------
CAPITAL GOODS - 3.71%
Aerospace & Defense - 3.71%
General Dynamics Corp.                      29,600      1,509,724      2,357,344
Raytheon Co.                                93,500      3,039,038      3,035,945
                                                     ------------   ------------
                                                        4,548,762      5,393,289

TOTAL CAPITAL GOODS                                     4,548,762      5,393,289
--------------------------------------------------------------------------------
COMMERCIAL SERVICES - 1.68%
Business Products & Services - 1.68%
Omnicom Group Inc.                          27,400      2,020,260      2,448,190

TOTAL COMMERCIAL SERVICES                               2,020,260      2,448,190
--------------------------------------------------------------------------------
COMMUNICATIONS - 5.71%
Telecommunications - Service Providers - 5.71%
ALLTEL Corp.                                45,800      2,289,836      2,827,234
BellSouth Corp.                             74,100      2,935,163      2,826,915
Telephone & Data Systems Inc.               29,600      2,952,671      2,656,600
                                                     ------------   ------------
                                                        8,177,670      8,310,749

TOTAL COMMUNICATIONS                                    8,177,670      8,310,749
--------------------------------------------------------------------------------
CONSUMER CYCLICAL - 13.60%
Clothing & Accessories - 2.43%
TJX Companies Inc.                          88,600      1,980,385      3,531,596
General Merchandise - 1.88%
Target Corp.                                66,800      1,982,032      2,742,140
Other Consumer Services - 1.12%
Cendant Corp.*                              82,800      1,070,657      1,623,708
Publishing & Media - 6.32%
Charter Communications Inc. - Class A*     156,400      3,175,770      2,569,652
Dow Jones & Company Inc.                    60,400      3,359,833      3,305,692
Viacom Inc. - Class B*                      75,500      3,622,275      3,333,325
                                                     ------------   ------------
                                                       10,157,878      9,208,669
Restaurants - 1.85%
Tricon Global Restaurants Inc.*             54,700      2,012,383      2,691,240

TOTAL CONSUMER CYCLICAL                                17,203,335     19,797,353
--------------------------------------------------------------------------------
CONSUMER STAPLES - 5.67%
Food and Agricultural Products - 1.91%
Kraft Foods Inc. - Class A                  81,500   $  2,529,090   $  2,773,445
Grocery & Convenience - 2.00%
Safeway Inc.*                               69,800      3,194,104      2,914,150
Tobacco - 1.76%
Phillip Morris Companies Inc.               55,900      2,008,479      2,563,015

TOTAL CONSUMER STAPLES                                  7,731,673      8,250,610
--------------------------------------------------------------------------------
ENERGY - 6.28%
Exploration & Production - 2.35%
Apache Corp.                                33,440      1,855,109      1,667,987
Ocean Energy Inc.                           91,500      1,760,432      1,756,800
                                                     ------------   ------------
                                                        3,615,541      3,424,787
Integrated Oils - 3.93%
Conoco Inc.                                105,800      2,880,010      2,994,140
Royal Dutch Petroleum Co. - ADR             55,500      3,496,714      2,720,610
                                                     ------------   ------------
                                                        6,376,724      5,714,750

TOTAL ENERGY                                            9,992,265      9,139,537
--------------------------------------------------------------------------------
FINANCIALS - 23.89%
Insurance Brokerage - 1.63%
AON Corp.                                   66,800      2,209,536      2,372,736

Integrated Financial Services - 6.00%
Citigroup Inc.                             108,800      4,895,748      5,492,224
JP Morgan Chase & Co.                       89,000      3,780,392      3,235,150
                                                     ------------   ------------
                                                        8,676,140      8,727,374
Life & Health Insurance - 3.59%
Nationwide Financial Services Inc. -
  Class A                                   73,600      3,194,427      3,051,456
Principal Financial Group Inc.*             90,500      1,692,894      2,172,000
                                                     ------------   ------------
                                                        4,887,321      5,223,456
Property Casualty Insurance - 7.65%
ACE Ltd.                                    76,200      2,736,742      3,059,430
Allstate Corp.                              58,600      2,022,286      1,974,820
Hartford Financial Services Group Inc.      64,400      3,984,693      4,046,252
XL Capital Ltd. - Class A                   22,800      1,645,884      2,083,008
                                                     ------------   ------------
                                                       10,389,605     11,163,510
Securities & Asset Management - 0.97%
Lehman Brothers Holdings Inc.               21,100      1,409,864      1,409,480
Specialty Finance - 2.31%
Federal Home Loan Mortgage Corp.            51,300      2,761,464      3,355,020

                                                                       Market
                                            Shares        Cost         Value
                                            ------        ----         -----
Thrifts - 1.74%
Washington Mutual Inc.                     77,400     $2,190,788   $  2,530,980
TOTAL FINANCIALS                                      32,524,718     34,782,556
--------------------------------------------------------------------------------
MEDICAL/HEALTHCARE - 12.00%
Healthcare Services - 4.09%
Omnicare Inc.                             129,219      2,267,979      3,214,969
Tenet Healthcare Corp.*                    46,700      1,556,073      2,742,224
                                                    ------------   ------------
                                                       3,824,052      5,957,193
Medical Technology - 1.32%
Millipore Corp.                            31,300      1,438,491      1,899,910
Pharmaceuticals - 6.59%
Abbott Laboratories                        68,700      2,669,351      3,830,025
Bristol - Myers Squibb Co.                 57,680      2,554,823      2,941,680
Schering - Plough Corp.                    78,760      2,652,315      2,820,396
                                                    ------------   ------------
                                                       7,876,489      9,592,101

TOTAL MEDICAL/HEALTHCARE                              13,139,032     17,449,204
--------------------------------------------------------------------------------
TECHNOLOGY - 12.79%
Computer Software - 2.47%
Microsoft Corp.*                           54,200      3,470,766      3,591,834

Electronic Equipment - 3.48%
American Power Conversion *               222,800      3,115,145      3,221,688
Sanmina - SCI Corp.*                       92,300      2,470,805      1,836,770
                                                    ------------   ------------
                                                       5,585,950      5,058,458

PCs and Servers - 2.97%
International Business
         Machines Corp.                    25,100      2,405,769      3,036,096
Sun Microsystems Inc.*                    104,100        986,223      1,284,594
                                                    ------------   ------------
                                                       3,391,992      4,320,690
Semiconductors - 1.34%
Intel Corp.                                61,900      2,565,843      1,946,755
Technology Resellers/Distributors - 2.53%
Avnet Inc.                                144,800      3,371,860      3,688,056
TOTAL TECHNOLOGY                                      18,386,411     18,605,793
--------------------------------------------------------------------------------
TRANSPORTATION - 3.65%
Railroads - 1.87%
Union Pacific Corp.                        47,700      2,681,060      2,718,900
Trucking & Shipping - 1.78%
FedEx Corp.*                               49,900      2,001,483      2,588,812
TOTAL TRANSPORTATION                                   4,682,543      5,307,712
--------------------------------------------------------------------------------
UTILITIES - 5.74%
Electric/Gas Utilities - 5.74%
Dynegy Inc. - Class A                      90,554   $  2,509,673   $  2,309,127
FPL Group Inc.                             44,200      2,535,922      2,492,880
Mirant Corp.*                             114,300      3,029,563      1,831,086
Reliant Resources Inc.*                   103,900      2,873,809      1,715,389
                                                    ------------   ------------
                                                      10,948,967      8,348,482

TOTAL UTILITIES                                       10,948,967      8,348,482
--------------------------------------------------------------------------------
TOTAL COMMON STOCKS                                  132,202,289    140,771,795
--------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS - 5.68%
Fidelity Institutional US Treasury,
  Class III                                            1,500,000      1,500,000
Goldman Sachs Financial
  Square Prime Obligations
  Fund - FST Shares                                    6,768,527      6,768,527
                                                    ------------   ------------
TOTAL SHORT-TERM INVESTMENTS                           8,268,527      8,268,527
--------------------------------------------------------------------------------
TOTAL INVESTMENTS                         102.42%   $140,470,816   $149,040,322
Liabilities in Excess of Other Assets      (2.42%)                   (3,522,610)
                                          ------                   ------------
NET ASSETS                                100.00%                  $145,517,712
                                          ======                   ============

*Denotes non-income producing security

BLUE CHIP VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS

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 - Each investment  security is generally  valued at the
last sale price at period end  reported by the  principal  exchange on which the
issue was traded or, if no sale is  reported,  at a value  based on the  average
closing bid and asked price. 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.  Securities for which market quotations are
not readily  available are valued in good faith by or under the direction of the
Board of Directors. Short-term securities having a remaining maturity of 60 days
or less are valued at amortized cost which approximates market value.

     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.

     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.

     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, a
portion of such distributions may constitute a non-taxable return of capital.

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

     CLASSIFICATION  OF  DISTRIBUTIONS  TO  STOCKHOLDERS  - The Fund adjusts the
classification  of  distributions  to  stockholders  to reflect the  differences
between financial  statement amounts and distributions  determined in accordance
with income tax  regulations.  No such  adjustments were made during the current
year.

     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 DECEMBER 31, 2001:

Gross appreciation (excess of value over tax cost)                 $ 17,239,752
Gross depreciation (excess of tax cost over value)                   (8,680,014)
                                                                   ------------
Net unrealized appreciation                                        $  8,559,738
                                                                   ------------
Cost of investments for income tax purposes                        $140,480,584
                                                                   ============

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  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.

4. CAPITAL  TRANSACTIONS

     In 2001, the Fund completed a rights offering to existing stockholders. The
Fund issued  rights to purchase  an  additional  share of the Fund for each five
shares  owned as of February 28, 2001.  The  subscription  period began March 2,
2001 and extended through 5:00 p.m.,  Eastern Time, March 29, 2001. The price of
the shares issued was $6.45,  which  represented 95% of the closing price of the
Fund's  common  stock of  $6.79  on March  30,  2001,  the  pricing  date of the
offering.  The Fund's net asset  value on March 30,  2001 was $7.88.  There were
3,522,591  shares issued in the rights  offering for  proceeds,  net of offering
expenses, of $22,551,862.

5. CHANGE OF INDEPENDENT AUDITORS

     On  February 8, 2000,  Ernst & Young LLP ("Ernst & Young")  resigned as the
Fund's independent  auditors.  During the Fund's fiscal years ended December 31,
1999 and 1998,  Ernst &  Young's  reports  on the  Fund's  financial  statements
contained no adverse  opinion or disclaimer of opinion,  nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
Fund's  fiscal  years  ended   December  31,  1999  and  1998,   there  were  no
disagreements  with  Ernst & Young on any  matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the satisfaction of Ernst & Young, would have
caused  it to make  reference  to the  subject  matter  of the  disagreement  in
connection  with its report on the financial  statements for such years.  During
the Fund's fiscal years ended  December 31, 1999 and 1998,  there were no events
of the  kind  described  in  Item  304(a)(1)(v)  of  Regulation  S-K  under  the
Securities Exchange Act of 1934.

     On February 8, 2000, after  recommendation  by the Board's Audit Committee,
the Fund,  by action of its Board of  Directors,  including  a  majority  of the
members of the Board of Directors who are not  "interested  persons" of the Fund
(as that term is  defined  in the 1940  Act),  selected  Deloitte  & Touche  LLP
("Deloitte & Touche") as the independent  auditors to audit the Fund's financial
statements for the fiscal year ended December 31, 2000. During the Fund's fiscal
years  ended  December  31,  1999 and 1998,  neither  the Fund nor anyone on its
behalf  has  consulted  Deloitte  & Touche  on items  which  (i)  concerned  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Fund's financial statements, or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable
events (as described in paragraph (a)(1)(v) of said Item 304).

6. SENIOR SECURITIES

     At the time of its  organization  and  public  offering  in 1987,  the Fund
borrowed a total of  $7,375,500 in the form of 8 1/2% Senior  Installment  Notes
(the  "Notes").  Pursuant  to the  Notes,  the Fund  made  monthly  payments  of
principal and interest, the last of which was paid in May 1993. The Fund has had
no Senior Securities  outstanding since May 1993. The following table sets forth
the principal amount of the Notes outstanding at the end of each of the past ten
years, together with the asset coverage for each $1,000 of indebtedness.

                                                       Asset Coverage
                                   Total Amount        Per $1,000 of
         December 31               Outstanding          Indebtedness
         -----------------------------------------------------------
         2001                               0                  N/A
         2000                               0                  N/A
         1999                               0                  N/A
         1998                               0                  N/A
         1997                               0                  N/A
         1996                               0                  N/A
         1995                               0                  N/A
         1994                               0                  N/A
         1993                               0                  N/A
         1992                        $643,172             $113,596
         -----------------------------------------------------------

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
Charlotte T. Petersen, 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.
370 17th Street, Suite 3100
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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