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

                                [LOGO]  BLUE CHIP
                                       VALUE FUND






                                Quarterly Report

                                to Stockholders














                               September 30, 2004

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


INVESTMENT ADVISER'S COMMENTARY

Dear Fellow Stockholders:

The most  notable  feature of our  portfolio  and the stock market for the third
quarter and the year-to-date  period is the narrow trading range. The S&P 500 is
up 1.5% year to date, and our portfolio is down 0.81% for the same period.  This
has been a period generally  characterized by increased  corporate  earnings and
dividends and interest rates have been stable. Stocks have been getting steadily
cheaper  based on  earnings.  We believe this is because  investors  are getting
increasingly  concerned  about the business  outlook for next year.  There are a
number of reasons for this, and in our opinion, the impact from the rising price
of oil is a main focal point.

As we noted,  the overall stock market has remained  relatively  flat this year,
but particular  sectors and/or  industries have had big moves. The energy stocks
in our portfolio were up 18% in the third quarter,  and 39% for the nine months.
Unfortunately,  these  gains were offset by negative  performance  primarily  in
healthcare and technology  stocks.  Not surprisingly,  Transocean and Occidental
Petroleum  were our best  performing  stocks for the  quarter  and nine  months.
Likewise, Intel and Mylan Labs were among the worst.

Just before this letter was written,  civil charges  against  several  insurance
companies alleging illegal activities were filed. We held one of these companies
in our  portfolio--American  International Group. Subsequent to the quarter end,
we sold the stock from the  portfolio  because we believe  the  company  will be
under a cloud for an extended  period of time.  We have also sold the  insurance
broker,  Willis Group  Holdings,  even though it has not been  implicated in the
alleged wrong doings.

Our  outlook  for the fourth  quarter  and 2005 takes us back to the  subject of
energy.  We do believe that economic growth will be slower because of higher oil
prices, but we believe growth will be positive in the fourth quarter and for all
of 2005. We believe the stock market has discounted  slower economic growth.  We
also expect to see a pull back in oil prices as production  returns to normal in
the Gulf of Mexico and production is increased in the Middle East. The long-term
picture for oil prices is more difficult to predict.  Oil consumption is growing
rapidly in India and China where  consumption  is 0.7 barrels per person and 1.7
barrels per person per year, respectively, compared to the United States


                                                                               3


where it is 28 barrels  per person per year.  Oil  production  will have to grow
faster over the next few years to keep prices from rising  further.  Many energy
experts predict this will be difficult to do, but  historically we believe these
experts have been too pessimistic.

As year-end  approaches,  we would like to bring you up to date on the projected
tax  status of your Blue Chip  Value  Fund  dividends.  First--a  reminder--your
dividends  were  predominantly  a return of capital and therefore  tax-free last
year.  Second,  this year we believe the majority of the dividends will be taxed
at the long-term capital gain rate, for most 15%;  however,  some portion may be
taxed at your higher ordinary income tax rate. The actual  determination  of the
tax treatment of the Fund's dividends can be made only at year-end. Shareholders
will receive written notification  regarding the components and tax treatment of
all distributions in early 2005.

Sincerely,

/s/ Todger Anderson

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

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.


4


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

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

Information  regarding how the Fund's investment  adviser voted proxies relating
to the Fund's portfolio  securities during the most recent 12-month period ended
June 30 is  available,  (1)  without  charge,  upon  request  by  calling  (800)
624-4190;  (2) on  the  Fund's  website  at  www.blu.com  and  (3)  on the  U.S.
Securities and Exchange Commission website at www.sec.gov.



SEND US YOUR E-MAIL ADDRESS

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


                                                                               5




-------------------------------------------------------------
           Sector Diversification in Comparison to
              S&P 500 as of September 30, 2004*
-------------------------------------------------------------
                                       Fund           S&P 500
                                                 
Basic Materials                        2.5%             3.0%
-------------------------------------------------------------
Capital Goods                          7.6%             9.1%
-------------------------------------------------------------
Commercial Services                    3.0%             2.6%
-------------------------------------------------------------
Communications                         2.5%             6.9%
-------------------------------------------------------------
Consumer Cyclical                     14.6%            12.2%
-------------------------------------------------------------
Consumer Staples                       7.9%             8.5%
-------------------------------------------------------------
Energy                                 8.9%             7.3%
-------------------------------------------------------------
Financials                            25.5%            19.9%
-------------------------------------------------------------
Medical/Healthcare                    16.8%            12.8%
-------------------------------------------------------------
REITs                                  0.0%             0.4%
-------------------------------------------------------------
Technology                            10.3%            12.6%
-------------------------------------------------------------
Transportation                         0.0%             1.7%
-------------------------------------------------------------
Utilities                              0.0%             3.0%
-------------------------------------------------------------
Short-Term Investments                 0.3%              --
-------------------------------------------------------------
* Sector diversification percentages are based on the Fund's
  total investments at market value. Sector diversification
  is subject to change and may not be representative of
  future investments.
-------------------------------------------------------------



6




--------------------------------------------------------------------------------
                          Average Annual Total Returns
                            as of September 30, 2004
--------------------------------------------------------------------------------
                                                                        Since
Return          YTD      1-Year     3-Year    5-Year      10-Year     Inception
--------------------------------------------------------------------------------
                                                       
Blue Chip
Value Fund -
NAV           (0.81%)    11.11%      2.99%      1.18%       10.24%       7.96%
--------------------------------------------------------------------------------
Blue Chip
Value Fund -
Market Price   4.80%     16.46%      5.05%      4.10%       13.05%       8.82%
--------------------------------------------------------------------------------
S&P 500
Index          1.50%     13.86%      4.04%     (1.31%)      11.09%      10.54%
--------------------------------------------------------------------------------

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



                                                                               7


--------------------------------------------------------------------------------
                        Market Price Performance History
             Since Inception (04/15/87) through September 30, 2004
--------------------------------------------------------------------------------

[TABULAR REPRESENTATION OF LINE CHART]




                 Adjusted               Actual
                  Market                Market
                 Value(1)              Price(2)
                 --------              --------
                                    
                     10                    10
                    9.5                   9.5
                    7.8                  7.75
'87                5.58                   5.5
                   5.87                  5.75
                   6.31                  6.13
                    6.1                  5.88
'88                6.28                     6
                   6.73                  6.25
                   7.62                  6.88
                   8.54                   7.5
'89                 8.2                     7
                   8.13                  6.75
                   8.21                  6.63
                   6.86                  5.38
'90                7.86                     6
                   9.28                  6.88
                   9.88                  7.13
                  10.49                  7.38
'91                11.4                  7.63
                  11.77                  7.88
                  12.07                  7.88
                  12.18                  7.75
'92               12.81                  7.75
                  13.64                  8.25
                  13.78                  8.13
                  14.51                  8.25
'93               14.57                  7.88
                   14.1                  7.63
                  12.54                  6.75
                  12.83                  6.88
'94               12.65                  6.13
                  13.68                  6.63
                  14.78                  7.13
                  15.88                  7.63
'95               17.91                  7.63
                  19.09                  8.13
                  20.04                   8.5
                  21.89                  9.25
'96               24.98                  9.25
                  22.92                  8.38
                  27.37                  9.75
                  31.13                 10.81
'97               35.11                 10.94
                  38.12                 11.88
                  37.19                 11.31
                  30.52                  9.06
'98               35.58                  9.75
                  35.12                  9.63
                   37.9                 10.13
                  35.79                  9.31
'99               37.95                  8.69
                  36.04                  8.25
                  37.62                  8.38
                  38.84                  8.44
'00               36.75                  7.55
                  34.06                  6.79
                  41.48                  8.05
                  37.75                  7.14
'01               41.92                  7.56
                  39.16                  7.02
                  34.89                   6.1
                  28.26                   4.8
'02               28.43                  4.59
                  27.31                  4.41
                   36.6                  5.77
                  37.59                  5.79
'03               41.77                  6.14
                  43.54                   6.4
                  44.04                  6.61
'04               43.07                  6.15



Annual Distribution totals
as indicated.(3)


8


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

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

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

(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 2004 is for nine months ended September 30, 2004. 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.


                                                                               9


NEWS RELEASE

BLUE CHIP VALUE FUND DECLARES THIRD
QUARTER DISTRIBUTION

     DENVER,  CO.  (October 1, 2004) The Directors of Blue Chip Value Fund, Inc.
have declared a distribution  of $0.13 per share.  This  distribution is payable
October 29, 2004, to  stockholders  of record October 15, 2004, and will have an
ex-dividend  date of October  12,  2004.  The Fund  currently  pays a  quarterly
distribution equal to 2.5% of its Net Asset Value, rounded to the nearest penny.
These  fixed  distributions  are not  related  to the  amount of the  Fund's net
investment income or net realized capital gains or losses.

     Of the total distribution,  approximately $0.0026 represents net investment
income and the remaining  undesignated  portion is paid from capital surplus. If
the Fund's total distributions required by the fixed quarterly payout policy for
the year exceed the Fund's "current and  accumulated  earnings and profits," the
excess  will  be  treated  as  non-taxable  return  of  capital,   reducing  the
stockholder's  adjusted cost basis. However, to the extent that current year net
realized   gains  are  offset  by  capital  loss   carryforwards,   such  excess
distributions  would be  classified  as  taxable  ordinary  income  rather  than
non-taxable  return of capital.  The actual  determination  of the source of the
undesignated  distributions  can be made  only at  year-end.  Shareholders  will
receive written  notification  regarding the components and tax treatment of all
distributions for the calendar year in early 2005.

     As of September 30, 2004, the Fund's N.A.V.  was $5.29 and the stock closed
at $6.15, a premium of 16.257%.


10


BLUE CHIP VALUE FUND, INC.


STATEMENT OF ASSETS AND LIABILITIES

September 30, 2004 (Unaudited)


                                                               
ASSETS
Investments at market value                                       $150,575,165
  (identified cost $141,838,072)
Dividends receivable                                                   202,079
Interest receivable                                                        454
Other assets                                                            11,224
                                                                  ------------
  TOTAL ASSETS                                                     150,788,922
                                                                  ------------

LIABILITIES
Loan payable to bank (Note 4)                                        6,825,000
Interest due on loan payable to bank                                    15,269
Payable for securities purchased                                        77,290
Advisory fee payable                                                    70,837
Administration fee payable                                               7,628
Accrued expenses and other liabilities                                  85,080
                                                                  ------------
  TOTAL LIABILITIES                                                  7,081,104
                                                                  ------------
NET ASSETS                                                        $143,707,818
                                                                  ============

COMPOSITION OF NET ASSETS
Capital stock, at par                                             $    271,535
Paid-in-capital                                                    147,826,223
Undistributed net investment income                                     69,382
Accumulated net realized loss                                       (5,651,799)
Net unrealized appreciation on investments                           8,737,093
Undesignated distributions (Note 1)                                 (7,544,616)
                                                                  ------------
                                                                  $143,707,818
                                                                  ------------

SHARES OF COMMON STOCK
  OUTSTANDING (100,000,000 shares
  authorized at $0.01 par value)                                    27,153,526
                                                                  ============

Net asset value per share                                         $       5.29
                                                                  ============


See accompanying notes to financial statements.


                                                                              11


BLUE CHIP VALUE FUND, INC.


STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2004 (Unaudited)


                                                               
INCOME
  Dividends (net of foreign
  withholding taxes of $3,322)                      $ 1,341,846
  Interest                                                5,051
                                                    -----------
    TOTAL INCOME                                                     $ 1,346,897
                                                                     -----------
EXPENSES
  Investment advisory fee
    (Note 3)                                            669,717
  Administrative services fee
    (Note 3)                                             71,853
  Interest on outstanding
    loan payable                                        145,566
  Legal fees                                            119,781
  Stockholder reporting                                  79,572
  Transfer agent fees                                    58,178
  Directors' fees                                        47,164
  Audit and tax preparation fees                         20,438
  NYSE listing fees                                      19,631
  Insurance and fidelity bond                            11,256
  Other                                                   7,508
  Custodian fees                                          7,245
                                                    -----------
    TOTAL EXPENSES                                                     1,257,909
                                                                     -----------
    NET INVESTMENT INCOME                                                 88,988
                                                                     -----------
REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
  Net realized gain on investments                                    10,320,732
  Change in net unrealized appreciation/
   depreciation of investments                                       (10,902,920)
                                                                     -----------
   NET LOSS ON INVESTMENTS                                              (582,188)
                                                                     -----------
   NET DECREASE IN NET ASSETS
     RESULTING FROM OPERATIONS                                       $  (493,200)
                                                                     ===========


See accompanying notes to financial statements.


12


BLUE CHIP VALUE FUND, INC.


STATEMENTS OF CHANGES IN NET ASSETS



                                             For the Nine      For the
                                             Months Ended     Year Ended
                                             September 30,   December 31,
                                                  2004*          2003
                                             -------------   -------------
                                                        
Increase/(decrease) in net
  assets from operations:
  Net investment income                      $     88,988     $    363,532
  Net realized gain from
    securities transactions                    10,320,732          417,452
  Change in net unrealized
    appreciation or depreciation
    of investments                            (10,902,920)      32,391,284
                                             ------------     ------------
                                                 (493,200)      33,172,268
                                             ------------     ------------
Decrease in net assets
  from distributions to
  stockholders from:
  Net investment income                           (19,606)        (363,532)
  Return of capital                                     0      (13,273,611)
  Undesignated (Note 1)                        (7,544,616)               0
                                             ------------     ------------
                                               (7,564,222)     (13,637,143)
                                             ------------     ------------
Increase in net assets from
  common stock transactions:
  Net asset value of common
    stock issued to stockholders
    from reinvestment of
    dividends (283,732 and
    349,244 shares issued,
    respectively)                               1,708,217        1,808,988
                                             ------------     ------------
                                                1,708,217        1,808,988
                                             ------------     ------------
NET INCREASE/(DECREASE)
  IN NET ASSETS                                (6,349,205)      21,344,113

NET ASSETS
  Beginning of period                         150,057,023      128,712,910
                                             ------------     ------------
  End of period                              $143,707,818     $150,057,023
                                             ============     ============


*Unaudited

See accompanying notes to financial statements.


                                                                              13


BLUE CHIP VALUE FUND, INC.


FINANCIAL HIGHLIGHTS



                                                                      For the Nine
                                                                      Months Ended
Per Share Data                                                        September 30,
(for a share outstanding throughout each period)                         2004(1)
                                                                      -------------
                                                                    
Net asset value - beginning of period                                  $   5.58
Investment operations
Net investment income                                                      0.00(2)
Net gain (loss) on investments                                            (0.01)
                                                                       --------
Total from investment operations                                          (0.01)
                                                                       --------
Distributions                                                                --
From net investment income                                              (0.00)(2)
From net realized gains on investments                                       --
Return of capital                                                            --
Undesignated                                                              (0.28)
                                                                       --------
Total distributions                                                       (0.28)
                                                                       --------
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                                       $   5.29
                                                                       ========
  Per share market value, end of period                                $   6.15
                                                                       ========
Total investment return(3)based on:
  Market Value                                                              4.8%
  Net Asset Value                                                          (0.8)%
Ratios/Supplemental data:
Ratio of operating expenses to average net assets                          1.00%*
Ratio of total expenses to average net assets                              1.13%*
Ratio of net investment income to average net assets                       0.08%*
Ratio of total distributions to average net assets                         5.08%(5)
Portfolio turnover rate(4)                                                38.27%
Net assets - end of period (in thousands)                              $143,708


See accompanying notes to financial statements.

  * Annualized.
(1) Unaudited.
(2) Amount is less than $.005 per share.
(3) 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,


14




                      For the year ended December 31,
------------------------------------------------------------------------
   2003            2002           2001            2000            1999
--------        --------        --------        --------        --------
                                                         
$   4.85        $   6.94        $   8.17        $   9.09        $  10.25
    0.01            0.04            0.04            0.05            0.03
    1.23           (1.40)          (0.29)          (0.08)           0.49
--------        --------        --------        --------        --------
    1.24           (1.36)          (0.25)          (0.03)           0.52
--------        --------        --------        --------        --------

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

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

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

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



    total  investment  return  based on the net asset  value  will be lower than
    total  investment  return based on market value in periods  where there is a
    decrease in the  discount or an increase in the premium of the market  value
    to the net asset value from the beginning to the end of such periods.
(4) A portfolio turnover rate is the percentage computed by taking the lesser of
    purchases   or  sales  of   portfolio   securities   (excluding   short-term
    investments) for a year and dividing it by the monthly average of the market
    value of the portfolio  securities  during the year.  Purchases and sales of
    investment securities (excluding short-term  securities) for the nine months
    ended September 30, 2004 were $60,003,502 and $67,933,146, respectively.
(5) Due to the timing of quarterly  ex-distribution  dates,  only two  quarterly
    distributions were recorded during the nine months ended September 30, 2004.
    Please see Note 5 concerning details for the October 2004 distribution.


                                                                              15


BLUE CHIP VALUE FUND, INC.


STATEMENT OF INVESTMENTS

September 30, 2004 (Unaudited)



                                                             Market
                             Shares         Cost             Value
                            -------     -----------       -----------
                                                         
COMMON STOCKS - 104.47%
BASIC MATERIALS - 2.63%
Forestry & Paper - 2.63%
Bowater Inc.                 99,100     $ 4,676,588       $ 3,784,629

TOTAL BASIC MATERIALS                     4,676,588         3,784,629
---------------------------------------------------------------------

CAPITAL GOODS - 7.94%
Aerospace & Defense - 3.82%
General Dynamics Corp.       28,600       2,227,919         2,920,060
Raytheon Co.                 67,800       2,340,069         2,575,044
                                        -----------       -----------
                                          4,567,988         5,495,104

Industrial Products - 4.12%
Parker Hannifin Corp.       100,500       4,847,686         5,915,430

TOTAL CAPITAL GOODS                       9,415,674        11,410,534
---------------------------------------------------------------------

COMMERCIAL SERVICES - 3.19%
IT Services - 3.19%
Computer Sciences Corp.*     97,300       3,942,978         4,582,830

TOTAL COMMERCIAL SERVICES                 3,942,978         4,582,830
---------------------------------------------------------------------

COMMUNICATIONS - 2.66%
Telecomm Service Providers - 2.66%
ALLTEL Corp.                 69,600       3,507,230         3,821,736

TOTAL COMMUNICATIONS                      3,507,230         3,821,736
---------------------------------------------------------------------

CONSUMER CYCLICAL - 15.29%
Clothing & Accessories - 2.77%
TJX Companies Inc.          180,300       2,785,187         3,973,812

Consumer Services - 1.04%
Cendant Corp.                69,300       1,597,365         1,496,880

General Merchandise - 3.09%
Target Corp.+                98,200       3,396,619         4,443,550

Hotels & Gaming - 2.04%
Starwood Hotels & Resorts
  Worldwide Inc.             63,200       1,831,324         2,933,744

Publishing & Media - 5.04%
Dow Jones & Company Inc.     50,700       2,714,743         2,058,927
Viacom Inc. - Class B        61,300       2,993,401         2,057,228
Walt Disney Co.             138,800       2,967,594         3,129,940
                                        -----------       -----------
                                          8,675,738         7,246,095

Restaurants - 1.31%
Darden Restaurants Inc.      80,600       2,001,891         1,879,592

TOTAL CONSUMER CYCLICAL                  20,288,124        21,973,673
---------------------------------------------------------------------



16




                                                             Market
                             Shares         Cost             Value
                            -------     -----------       -----------
                                                         
CONSUMER STAPLES - 8.27%
Food & Agricultural Products - 6.55%
Bunge Ltd.                   64,500     $ 1,553,092       $ 2,578,710
Kraft Foods Inc.+            87,100       2,741,790         2,762,812
Tyson Foods Inc.            254,000       2,988,679         4,069,080
                                        -----------       -----------
                                          7,283,561         9,410,602
Home Products - 1.72%
Colgate Palmolive Co.        54,700       3,171,659         2,471,346

TOTAL CONSUMER  STAPLES                  10,455,220        11,881,948
---------------------------------------------------------------------

ENERGY - 9.31%
Integrated Oils - 7.26%
Marathon Oil Corp.           83,900       3,039,749         3,463,392
Occidental
  Petroleum Corp.            88,200       4,010,819         4,933,026
Suncor Energy Inc.           63,500       1,621,187         2,032,635
                                        -----------       -----------
                                          8,671,755        10,429,053
Oil Services - 2.05%
Transocean Inc.*             82,400       1,704,136         2,948,272

TOTAL ENERGY                             10,375,891        13,377,325
---------------------------------------------------------------------

FINANCIALS - 26.77%
Insurance & Real Estate Brokers - 2.30%
Willis Group
  Holdings Ltd.              88,500       2,558,672         3,309,900

Integrated Financial Services - 3.64%
Citigroup Inc.+             118,700       5,155,075         5,237,044

Property Casualty Insurance - 6.76%
Allstate Corp.               71,900       2,605,775         3,450,481
AMBAC Financial
  Group Inc.                 19,100       1,060,642         1,527,045
American
  International Group+       40,600       2,615,595         2,760,394
Radian Group Inc.            42,600       1,855,940         1,969,398
                                        -----------       -----------
                                          8,137,952         9,707,318

Regional Banks - 1.59%
US Bancorp                   78,900       2,264,067         2,280,210

Securities & Asset Management - 7.05%
Goldman Sachs
  Group Inc.+                38,600       3,560,484         3,599,064
Lehman Brothers
  Holdings Inc.              37,100       2,426,560         2,957,612
Merrill Lynch &
  Company Inc.+              71,900       4,031,147         3,574,868
                                        -----------       -----------
                                         10,018,191        10,131,544

Specialty Finance - 4.22%
Freddie Mac+                 47,300       2,985,116         3,085,852
MBNA Corp.                  118,300       2,982,458         2,981,160
                                        -----------       -----------
                                          5,967,574         6,067,012



                                                                   17






                                                             Market
                             Shares         Cost             Value
                            -------    ------------      ------------
                                                        
Thrifts - 1.21%
Washington Mutual Inc.       44,300    $  1,689,646      $  1,731,244

TOTAL FINANCIALS                         35,791,177        38,464,272
---------------------------------------------------------------------

MEDICAL - HEALTHCARE - 17.62%
Drugs & Healthcare Products - 1.76%
Medtronic Inc.               48,800       2,419,130         2,532,720

Healthcare Services - 3.21%
Pacificare Health
  Systems Inc.*             125,900       4,737,238         4,620,530

Pharmaceuticals - 12.65%
Abbott Laboratories+         73,500       3,011,705         3,113,460
Amgen Inc.*                  85,200       5,025,543         4,829,136
Barr Pharmaceuticals Inc.*   63,000       3,064,654         2,610,090
Pfizer Inc.+                166,260       4,713,657         5,087,556
Teva Pharmaceutical
  Industries Ltd.            97,600       3,179,199         2,532,720
                                        -----------       -----------
                                         18,994,758        18,172,962

TOTAL MEDICAL -
  HEALTHCARE                             26,151,126        25,326,212
---------------------------------------------------------------------

TECHNOLOGY - 10.79%
Computer Software - 5.95%
Microsoft Corp.+            172,400       5,240,231         4,766,860
Verisign Inc.*              190,400       3,180,807         3,785,152
                                        -----------       -----------
                                          8,421,038         8,552,012

Semiconductors - 4.84%
Altera Corp.*               191,400       4,351,041         3,745,698
Intel Corp.+                159,900       4,015,283         3,207,594
                                        -----------       -----------
                                          8,366,324         6,953,292

TOTAL TECHNOLOGY                         16,787,362        15,505,304
---------------------------------------------------------------------
TOTAL COMMON STOCKS                     141,391,370       150,128,463
---------------------------------------------------------------------



18




                                                             Market
                             Shares         Cost             Value
                            -------    ------------      ------------
                                                        
SHORT-TERM INVESTMENTS - 0.31%
Goldman Sachs Financial
  Square Prime Obligations
  Fund - FST Shares                    $    446,702      $    446,702

TOTAL SHORT-TERM
INVESTMENTS                                 446,702           446,702
---------------------------------------------------------------------

TOTAL
INVESTMENTS                  104.78%   $141,838,072      $150,575,165
Liabilities in Excess
  of Other Assets             (4.78%)                      (6,867,347)
                            -------                      ------------
NET ASSETS                   100.00%                     $143,707,818
                            =======                      ============



* Denotes non-income producing security.

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


                                                                              19


BLUE CHIP VALUE FUND, INC.


NOTES TO FINANCIAL STATEMENTS

September 30, 2004 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT
   ACCOUNTING POLICIES

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

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

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

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

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

Investment  Transactions - Investment transactions are accounted for on the date
the investments are purchased or sold (trade date).  Effective July 1, 2004, the
Fund changed its accounting method for realized gains and losses from investment
transactions  and unrealized  appreciation and depreciation of investment from a
"first-in,  first-out" basis to a "specific  identification"  basis. This change
was 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


20


of its taxable income to its stockholders. Therefore, no provision has been made
for federal income taxes.

     As of September 30, 2004,  the Fund had  available  for federal  income tax
purposes unused capital loss carryforwards as follows:

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

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

The tax character of the distributions paid was as follows:

                                              Nine Months Ended     Year Ended
                                                 September 30,     December 31,
                                                     2004              2003
                                              ------------------   ------------
Distributions paid from:
Ordinary income                                   $   19,606       $   363,532
Long-term capital gain                                    --                --
Return of capital                                         --        13,273,611
Undesignated                                       7,544,616                --
                                                  ----------       -----------
Total                                             $7,564,222       $13,637,143
                                                  ==========       ===========

     The  tax  character  of the  distribution  paid as  "undesignated"  will be
determined at the fiscal year ending December 31, 2004.

     As of September 30, 2004 the components of distributable  earnings on a tax
basis was as follows:

Undistributed net investment income                                 $    69,382
Accumulated net realized loss                                        (5,244,168)
Net unrealized appreciation                                           8,329,462
                                                                    -----------
Total                                                               $ 3,154,676
                                                                    ===========

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

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

The Fund currently maintains a "managed  distribution  policy" which distributes
at least 2.5% of its net asset value quarterly to its stockholders.  These fixed
distributions  are not related to the amount of the Fund's net investment income
or net realized capital gains or losses and will be classified to


                                                                              21


conform to the tax reporting  requirements of the Internal  Revenue Code. If the
Fund's total distributions required by the fixed quarterly payout policy for the
year exceed the Fund's  "current  and  accumulated  earnings and  profits,"  the
excess  will  be  treated  as  non-taxable  return  of  capital,   reducing  the
stockholder's  adjusted  basis  in his  or her  shares.  Although  capital  loss
carryforwards  may offset any current  year net  realized  capital  gains,  such
amounts do not reduce the Fund's "current earnings and profits."  Therefore,  to
the extent that current year net  realized  capital  gains are offset by capital
loss  carryforwards,  such excess  distributions  would be classified as taxable
ordinary income rather than  non-taxable  return of capital.  In this situation,
the Fund's Board of Directors  would  consider  that factor,  among  others,  in
determining  whether to retain,  alter or eliminate  the  "managed  distribution
policy." The Fund's  distribution policy may be changed at the discretion of the
Fund's Board of Directors.  At this time, the Board of Directors has no plans to
change the current policy.

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

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

As of September 30, 2004:
Gross appreciation (excess of value over tax cost)                 $ 16,382,750
Gross depreciation (excess of tax cost over value)                   (8,053,288)
                                                                   ------------
Net unrealized appreciation                                        $  8,329,462
                                                                   ------------
Cost of investments for income tax purposes                        $142,245,703
                                                                   ============

3. INVESTMENT ADVISORY AND
   ADMINISTRATION SERVICES

The Fund has an Investment  Advisory  Agreement with Denver Investment  Advisors
LLC  ("DenverIA"),  whereby a  management  fee is paid to  DenverIA  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


22


Stock Exchange is open each week. Certain officers and a director of the Fund
are also officers of DenverIA.

     ALPS Mutual Funds Services,  Inc. ("ALPS") and DenverIA serve as the Fund's
co-administrators.    The   Administrative   Agreement   includes   the   Fund's
administrative and fund accounting  services.  For the period January 1, 2004 to
September 28, 2004, the administrative  services fee was based on an annual rate
for ALPS and  DenverIA,  respectively,  of 0.08% and 0.01% of the Funds  average
daily net assets up to $75,000,000, 0.04%, and 0.005% of the Funds average daily
net assets between  $75,000,000  and  $125,000,000,  and 0.02% and 0.005% of the
Funds average daily net assets in excess of  $125,000,000.  Effective  September
29,  2004,  the  administrative  fee for ALPS  changed  to 0.0835% of the Fund's
average daily net assets up to $75,000,000.  The administrative  services fee at
the remaining  breakpoints remained the same. The administrative  service fee is
paid monthly.

4. LOAN OUTSTANDING

     On November  12, 2003 an agreement  with  Custodial  Trust  Company of Bear
Stearns  was  reached,  in which the Fund may borrow  from the  Custodial  Trust
Company an aggregate  amount of up to the lesser of  $15,000,000  or the maximum
amount the Fund is permitted to borrow under the Investment Company Act of 1940.
The borrowings  under the Custodial Trust Company loan are secured by pledging a
portion of the Fund's portfolio  securities as collateral.  The initial value of
the  portfolio  securities  pledged  must  equal  twice  the  amount of the loan
outstanding. As of September 30, 2004, the Fund had a loan payable in the amount
of $6,825,000 with a current daily  annualized  interest rate of 2.8325%,  which
represents  30-day LIBOR plus 1.00%. The amount of the loan represented 4.53% of
the Fund's total assets as of September 30, 2004.

5. SUBSEQUENT EVENTS

     The Fund declared a distribution of $0.13 per share on October 1, 2004. The
distribution  was  payable  on  October  29,  2004.  Of the total  distribution,
approximately $0.0026 represents net investment income and the remaining portion
is currently  undesignated  until the actual  determination of the source can be
made at year-end.

     In an  attempt  to  achieve  more  favorable  tax  treatment  of the Fund's
distributions for its shareholders,  the Fund realized approximately $18 million
in additional capital gain subsequent to quarter end.


                                                                              23


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

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

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

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
         VALUE FUND

        www.blu.com
----------------------------------------