UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      	Washington D.C. 20549

                          SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                        (Amendment No. 10)


                        Boulder Total Return Fund, Inc.
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                        (Name of Issuer)

                  COMMON STOCK, $.01 PAR VALUE
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                 (Title of Class of Securities)

                            101541100
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                         (CUSIP Number)


                        DECEMBER 31, 2008
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     (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.


The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).


CUSIP No. 101541100
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1. Names of Reporting Persons.
   I.R.S Identification No. of above person.

   ALTER ASSET MANAGEMENT, INC.
   22-3172699
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2. Check the Appropriate Box if a Member of a Group
   (a)   [ ]
   (b)   [ ]
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3. SEC Use Only

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4. Citizenship or Place of Organization

   STATE OF DELAWARE
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		5. Sole Voting Power               100,262
 Number of	-------------------------------------------------
   Shares		6. Shared Voting Power               NONE
Beneficially			                      5,459 - no voting power
 Owned by	-------------------------------------------------
    Each
 Reporting	 7. Sole Dispositive Power   94,803
   Person	-------------------------------------------------
    With:
		8. Shared Dispositive Power   NONE
					     5,459 - no dispositive power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person

   100,262
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10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares   [ ]
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11. Percent of Class Represented by Amount in Row (9)

  0.77%
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12. Type of Reporting Person

    IA
Investment Adviser,in accordance with section 240.13d-1(b)(1)(ii)(E)

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CUSIP No. 101541100
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Item 1.

	(a) Name of Issuer:

	   Boulder Total Return Fund, Inc.

	(b) Address of Issuer's Principal Executive Offices:

	   2344 Spruce Street Suite A
	    Boulder, Colorado 80302

Item 2.

	(a) Name of Person Filing:

	    Alter Asset Management, Inc.

	(b) Address of Principal Business Office or, if none,
	    Residence:

	    731 Alexander Road Suite 301
	    Princeton, New Jersey 08540

	(c) Citizenship:

	   State of Delaware

	(d) Title of Class of Securities:

	    COMMON STOCK, $.01 par value per share

	(e) CUSIP Number:

	    101541100

Item 3.	If this statement is filed pursuant to Rules 240.13d-1(b)
        or 240.13d-2(b) or (c), check whether the person filing
        is a:

	(a)  [ ] Broker or dealer registered under section 15 of the Act;
	(b)  [ ] Bank as defined in section 3(a)(6) of the Act;
	(c)  [ ] Insurance company as defined in section 3(a)(19) of the Act;
	(d)  [ ] Investment company registered under section 8
	         of the Investment Company Act of 1940;
	(e)  [X] An investment adviser in accordance with
	         Rule 240.13d-1(b)(1)(ii)(E);
	(f)  [ ] An employee benefit plan or endowment fund
		 in accordance with Rule 240.13d-1(b)(1)(ii)(F);
	(g)  [ ] A parent holding company or control person
		 in accordance with Rule 240.13d-1(b)(1)(ii)(G);
	(h)  [ ] A savings associations as defined in Section 3(b)
		 of the Federal Deposit Insurance Act;
	(i)  [ ] A church plan that is excluded from the definition
		 of an investment company under section 3(c)(14)
		 of the Investment Company Act of 1940;
	(j)  [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).


Item 4.  Ownership

	Provide the following information regarding the aggregate
	number and percentage of the class of securities of the
	issuer identified in Item 1.

	(a) Amount beneficially owned:

	 100,262

	(b) Percent of class:

	0.77%
	(c) Number of shares as to which the person has:

	     (i) Sole power to vote or to direct the vote:
		94,803
	     (ii) Shared power to vote or to direct the vote:
		     NONE
		       5,459 (no voting power)


	     (iii) Sole power to dispose or direct the
		   disposition of:

	           94,803

	     (iv) Shared power to dispose or direct the
		  disposition of:

		  NONE
		  5,459 (no power to dispose)


Item 5.  Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact
	that as of the date hereof the reporting person has
	ceased to be the beneficial owner of more than five
	percent of the class of securities, check the
	following:   [x]

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

	ALL SECURITIES REPORTED IN THIS SCHEDULE ARE OWNED
	BY ALTER ASSET MANAGEMENT,INC.'s ADVISORY CLIENTS, NONE OF WHICH TO
	ALTER ASSET MANAGEMENT, INC.'s KNOWLEDGE OWNS MORE THAN 5% OF THE
	CLASS.  ALTER ASSET MANAGEMENT, INC. DISCLAIMS BENEFICIAL OWNERSHIP OF
	ALL SUCH SECURITIES.



Item 7.  Identification and Classification of the Subsidiary
         Which Acquired the Security Being Reported on By the
         Parent Holding Company or Control Person

         NOT APPLICABLE


Item 8.  Identification and Classification of Members of the
         Group

         NOT APPLICABLE

Item 9.  Notice of Dissolution of Group

         NOT APPLICABLE

Item 10.  Certification

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.




Date:     February 6, 2009

Signature: GEORGE ANDRESEN

Name/Title: George Andresen
	   Chief Compliance Officer
	   Alter Asset Management, Inc.