N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21708

Name of Fund: Dow 30^SM Premium & Dividend Income Fund Inc. (DPD)

Fund Address: 2 World Financial Center, 7^th Floor, New York, New York 10281.

Name and address of agent for service: Justin C. Ferri, Chief Executive Officer, Dow 30^SM Premium & Dividend Income Fund Inc., 2 World Financial Center, 7th Floor, New York, New York 10281.

Registrant’s telephone number, including area code: (877) 449-4742

Date of fiscal year end: December 31, 2009

Date of reporting period: June 30, 2009

Item 1 – Report to Stockholders

Dow 30^SM Premium &
Dividend Income Fund Inc.

Semi-Annual Report

(Unaudited)
June 30, 2009

Dow 30^SM Premium & Dividend Income Fund Inc.

Directors and Officers

Paul Glasserman, Director and Chairman of the Board

Steven W. Kohlhagen, Director and Chairman of the Audit Committee

Laura S. Unger, Director and Chairperson of the Nominating and Corporate Governance Committee

William J. Rainer, Director

Justin C. Ferri, President

James E. Hillman, Vice President and Treasurer

Colleen R. Rusch, Vice President and Secretary

Michelle H. Rhee, Chief Legal Officer

Robert M. Zakem, Chief Compliance Officer

Jeff E. McGoey, Vice President

Custodian

State Street Bank and Trust Company

P.O. Box 351

Boston, MA 02101

Transfer Agent

BNY Mellon Shareowner Services

480 Washington Boulevard

Jersey City, NJ 07310

Proxy Results

During the six-month period ended June 30, 2009, the stockholders of Dow 30^SM Premium & Dividend Income Fund Inc. voted on the following proposal, which was approved at the annual meeting of stockholders on April 24, 2009. A description of the proposal and number of shares voted are as follows:

		Shares Voted For	Shares Withheld From Voting
To elect the Fund’s Board of Directors:	Paul Glasserman	9,747,033	253,192
	Steven W. Kohlhagen	9,737,937	262,288
	William J. Rainer	9,741,644	258,581
	Laura S. Unger	9,730,145	270,080

2 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Fund Profile as of June 30, 2009 (Unaudited)

Fund Information

The investment objectives of Dow 30^SM Premium & Dividend Income Fund Inc. (the “Fund”) are to provide stockholders with a high level of current income, with a secondary objective of capital appreciation. The Fund pursues its investment objectives principally through a two-part strategy. First, the Fund will invest, under normal circumstances, substantially all of its net assets (including the proceeds of any borrowings for investment purposes) in the thirty stocks included in the Dow Jones Industrial Average^SM (“DJIA”) (the “Stocks”) in approximately the amounts such Stocks are weighted in the DJIA and/or in other securities or financial instruments that are intended to correlate with the DJIA (the “Other Instruments”). Second, the Fund will write (sell) covered call options on some or all of the Stocks or Other Instruments. There can be no assurance that the Fund will achieve its investment objectives.

Symbol on New York Stock Exchange (“NYSE”)	DPD
Initial Offering Date	April 29, 2005
Yield on Closing Market Price as of June 30, 2009 ($14.19)*	12.68%
Current Monthly Distribution per share of Common Stock**	$0.15
Current Annualized Distribution per share of Common Stock**	$1.80

*	Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price as of June 30, 2009. Past performance does not guarantee future results.
**	The distribution is not constant and is subject to change. A portion of the distribution may be deemed a tax return of capital at fiscal year end.

The table below summarizes the changes in the Fund’s market price and net asset value for the six-month period:

	6/30/09 (a)	12/31/08	Change (b)		High	Low
Market Price (c)	$14.19	$12.99	9.24	%	$14.80	$	9.51
Net Asset Value	$12.28	$13.20	(6.97	%)	$13.51	$	10.15

(a)	For the six-month period, the Common Stock of the Fund had a total investment return of 0.05% based on net asset value per share and 17.48% based on market price per share, assuming reinvestment of dividends. For the same period, the Fund’s unmanaged reference index, the Dow Jones Industrial AverageSM, had a total investment return of (2.01%). The reference index has no expenses associated with performance.
(b)	Does not include reinvestment of dividends and distributions.
(c)	Primary Exchange Price, NYSE.
Portfolio Information

Ten Largest Equity Holdings	Percent of Net Assets
International Business Machines Corp.		9.4	%
Exxon Mobil Corp.		6.3
Chevron Corp.		5.9
3M Co.		5.4
McDonald’s Corp.		5.2
Johnson & Johnson		5.1
United Technologies Corp.		4.7
The Procter & Gamble Co.		4.6
Wal-Mart Stores, Inc.		4.4
The Coca-Cola Co.		4.3
Five Largest Industries	Percent of Net Assets
Computers & Peripherals		12.8	%
Oil, Gas & Consumable Fuels		12.2
Pharmaceuticals		9.0
Aerospace & Defense		8.5
Industrial Conglomerates		6.5

Sector Representation	Percent of Long-Term Investments
Information Technology		18.1	%
Industrials		17.8
Consumer Staples		15.5
Energy		12.2
Financials		10.0
Consumer Discretionary		9.3
Health Care		8.9
Telecommunications Services		5.0
Materials		3.2

For Fund portfolio compliance purposes, the Fund’s industry and sector classifications refer to any one or more of the industry and sector sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine such industry and sector sub-classifications for reporting ease.

Dow Jones Industrial Average, DJIA, Dow 30, Dow Industrials and The Dow are service marks of Dow Jones & Company, Inc. and have been licensed for use for certain purposes by IQ Investment Advisors LLC. The Fund is not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Fund.

DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009 3

Schedule of Investments as of June 30, 2009 (Unaudited) (Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares Held	Value
Aerospace & Defense — 8.5%
	Boeing Co.	129,750	$	5,514,375
	United Technologies Corp.	129,750		6,741,810
				12,256,185
Beverages — 4.3%
	The Coca-Cola Co.	129,750		6,226,702
Chemicals — 2.3%
	E.I. du Pont de Nemours & Co.	129,750		3,324,195
Communications Equipment — 1.7%
	Cisco Systems, Inc. (a)	129,750		2,418,540
Computers & Peripherals — 12.8%
	Hewlett-Packard Co.	129,750		5,014,837
	International Business Machines Corp.	129,750		13,548,495
				18,563,332
Consumer Finance — 2.1%
	American Express Co.	129,750		3,015,390
Diversified Financial Services — 4.2%
	Bank of America Corp. (b)	129,750		1,712,700
	JPMorgan Chase & Co.	129,750		4,425,773
				6,138,473
Diversified Telecommunication Services — 5.0%
	AT&T Inc.	129,750		3,222,990
	Verizon Communications, Inc.	129,750		3,987,218
				7,210,208
Food & Staples Retailing — 4.3%
	Wal-Mart Stores, Inc.	129,750		6,285,090
Food Products — 2.3%
	Kraft Foods, Inc.	129,750		3,287,865
Hotels, Restaurants & Leisure — 5.2%
	McDonald’s Corp.	129,750		7,459,328
Household Products — 4.6%
	The Procter & Gamble Co.	129,750		6,630,225
Industrial Conglomerates — 6.5%
	3M Co.	129,750		7,797,975
	General Electric Co.	129,750		1,520,670
				9,318,645
Insurance — 3.7%
	The Travelers Cos., Inc.	129,750		5,324,940
Machinery — 3.0%
	Caterpillar, Inc.	129,750		4,286,940
Media — 2.1%
	Walt Disney Co.	129,750		3,027,067
Metals & Mining — 0.9%
	Alcoa, Inc.	129,750		1,340,317
Oil, Gas & Consumable Fuels — 12.2%
	Chevron Corp.	129,750		8,595,937
	Exxon Mobil Corp.	129,750		9,070,822
				17,666,759
Pharmaceuticals — 9.0%
	Johnson & Johnson	129,750		7,369,800
	Merck & Co., Inc.	129,750		3,627,810
	Pfizer, Inc.	129,750		1,946,250
				12,943,860

Industry	Common Stocks	Shares Held	Value
Semiconductors & Semiconductor Equipment — 1.5%
	Intel Corp.	129,750	$	2,147,363
Software — 2.1%
	Microsoft Corp.	129,750		3,084,158
Specialty Retail — 2.1%
	Home Depot, Inc.	129,750		3,065,993
	Total Common Stocks (Cost — $166,519,259) — 100.4%			145,021,575

Short-Term Securities		Maturity Date	Yield		Face Amount
Time Deposits — 0.1%
State Street Bank & Trust Co.		7/01/09	0.01	%	$      169,025	169,025
	Total Short-Term Securities (Cost — $169,025) — 0.1%					169,025

	Options Purchased	Number of Contracts
Call Options Purchased
	Citigroup, Inc., expiring July 2009 at USD 3.885, Broker UBS Warburg	580	1,798
	Total Options Purchased (Premiums Paid — $10,805) — 0.0%		1,798
	Total Investments Before Options Written (Cost — $166,699,089*) — 100.5%		145,192,398
	Options Written
Call Options Written
	3M Co., expiring July 2009 at USD 62.75, Broker UBS Warburg	580	(24,708	)
	AT&T Inc., expiring July 2009 at USD 24.825, Broker JPMorgan Chase	600	(26,400	)
	Alcoa, Inc., expiring July 2009 at USD 9.5, Broker UBS Warburg	580	(62,524	)
	American Express Co., expiring July 2009 at USD 24.455, Broker BNP Paribas	580	(21,460	)
	Bank of America Corp., expiring July 2009 at USD 12.542, Broker BNP Paribas	580	(67,280	)
	Boeing Co., expiring July 2009 at USD 45.748, Broker Deutsche Bank AG	580	(12,777	)
	Caterpillar, Inc., expiring July 2009 at USD 36.803, Broker JPMorgan Chase	580	(3,480	)
	Chevron Corp., expiring July 2009 at USD 72.997, Broker Deutsche Bank AG	580	(4,385	)

4 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Schedule of Investments (concluded) (Percentages shown are based on Net Assets)

	Options Written	Number of Contracts		Value
Call Options Written (continued)
	Cisco Systems, Inc., expiring July 2009 at USD 19.557, Broker JPMorgan Chase	600	$	(16,800	)
	Citigroup, Inc., expiring July 2009 at USD 3.885, Broker HSBC Securities	580		(607	)
	The Coca-Cola Co., expiring July 2009 at USD 51.05, Broker UBS Warburg	580		(4,524	)
	E.I. du Pont de Nemours & Co., expiring July 2009 at USD 28.94, Broker UBS Warburg	580		(928	)
	Exxon Mobil Corp., expiring July 2009 at USD 73.42, Broker Deutsche Bank AG	600		(30,180	)
	General Electric Co., expiring July 2009 at USD 13.64, Broker JPMorgan Chase	580		(1,160	)
	Home Depot, Inc., expiring July 2009 at USD 25.324, Broker JPMorgan Chase	580		(7,540	)
	International Business Machines Corp., expiring July 2009 at USD 112.47, Broker JPMorgan Chase	580		(16,820	)
	JPMorgan Chase & Co., expiring July 2009 at USD 36.681, Broker BNP Paribas	580		(31,320	)
	Johnson & Johnson, expiring July 2009 at USD 57.928, Broker BNP Paribas	580		(29,000	)
	Kraft Foods, Inc., expiring July 2009 at USD 27.31, Broker Deutsche Bank AG	580		(1,856	)
	McDonald’s Corp., expiring July 2009 at USD 61.443, Broker JPMorgan Chase	580		(4,060	)
	Options Written	Number of Contracts		Value
Call Options Written (concluded)
	Merck & Co., Inc., expiring July 2009 at USD 26.806, Broker BNP Paribas	580	$	(87,580	)
	Microsoft Corp., expiring July 2009 at USD 24.036, Broker BNP Paribas	600		(46,200	)
	Pfizer, Inc., expiring July 2009 at USD 14.51, Broker UBS Warburg	600		(48,000	)
	The Procter & Gamble Co., expiring July 2009 at USD 51.352, Broker Deutsche Bank AG	600		(50,670	)
	The Travelers Cos., Inc., expiring July 2009 at USD 43.429, Broker Deutsche Bank AG	600		(27,642	)
	United Technologies Corp., expiring July 2009 at USD 55.944, Broker Deutsche Bank AG	600		(19,146	)
	Verizon Communications, Inc., expiring July 2009 at USD 30.278, Broker BNP Paribas	600		(48,000	)
	Wal-Mart Stores, Inc., expiring July 2009 at USD 49.456, Broker Deutsche Bank AG	600		(37,242	)
	Walt Disney Co., expiring July 2009 at USD 25.064, Broker JPMorgan Chase	580		(2,900	)
	Total Options Written (Premiums Received — $1,670,045) — (0.5%)			(735,189	)
	Total Investments, Net of Options Written (Cost — $165,029,044) — 100.0%			144,457,209
	Other Assets Less Liabilities — 0.0%			13,763
	Net Assets — 100.0%		$	144,470,972

* The cost and unrealized appreciation (depreciation) of investments as of June 30, 2009, as computed for federal income tax purposes, were as follows:

Aggregate cost	$	166,702,822
Gross unrealized appreciation	$	11,964,874
Gross unrealized depreciation		(33,475,298	)
Net unrealized depreciation	$	(21,510,424	)

(a)	Non-income producing security.
(b)	Investments in companies considered to be an affiliate of the Fund, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as follows:

Affiliate	Purchase Cost		Sale Cost		Realized Loss		Income
Bank of America Corp.		—	$	301,176	$	217,643	$	2,736

•	For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for the purposes of this report, which may combine industry sub-classifications for reporting ease.
•	Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various inputs are used in determining the fair value of investments, which are as follows:
	•	Level 1 — price quotations in active markets/exchanges for identical securities
	•	Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates or other market-corroborated inputs)
	•	Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund’s own assumptions used in determining the fair value of investments)
	The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to Note 1(a) of the Notes to Financial Statements.
	The following table summarizes the inputs used as of June 30, 2009 in determining the fair valuation of the Fund’s investments:

Valuation Inputs	Investments in Securities		Other Financial Instruments*
	Assets		Assets		Liabilities
Level 1	$	145,021,575		—		—
Level 2		169,025	$	1,798	$	(735,189	)
Level 3		—		—		—
Total	$	145,190,600	$	1,798	$	(735,189	)

* Other financial instruments are options.

See Notes to Financial Statements.
DOW 30SM PREMIUM & DIVIDEND INCOME FUND INC.	JUNE 30, 2009	5

Statement of Assets, Liabilities and Capital

As of June 30, 2009 (Unaudited)
Assets
Investments in unaffiliated securities, at value (identified cost — $161,145,364)				$	143,477,900
Investments in affiliated securities, at value (identified cost — $5,542,920)					1,712,700
Options purchased, at value (premiums paid — $10,805)					1,798
Dividends receivable					189,551
Total assets					145,381,949
Liabilities
Options written, at value (premiums received — $1,670,045)					735,189
Investment advisory fees payable					108,652
Accrued expenses					67,136
Total liabilities					910,977
Net Assets
Net assets				$	144,470,972
Capital
Common Stock, par value $.001, 100,000,000 shares authorized				$	11,769
Paid-in capital in excess of par					180,657,072
Accumulated distributions in excess of investment income — net	$	(8,839,330	)
Accumulated realized capital losses — net		(6,786,704	)
Unrealized depreciation — net		(20,571,835	)
Total accumulated losses — net					(36,197,869	)
Total capital — Equivalent to $12.28 per share based on 11,768,923 shares of Common Stock outstanding (market price — $14.19)				$	144,470,972
See Notes to Financial Statements.

6 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Statement of Operations

For the Six Months Ended June 30, 2009 (Unaudited)
Investment Income
Dividends (including $2,736 from affiliates)				$	2,481,201
Interest					476
Total income					2,481,677
Expenses
Investment advisory fees	$	627,656
Professional fees		42,371
Directors’ fees and expenses		29,024
Transfer agent fees		21,453
Printing and stockholder reports		18,421
Licensing fees		16,445
Accounting services		16,396
Listing fees		11,190
Insurance expenses		8,469
Custodian fees		4,935
Other		6,138
Total expenses					802,498
Investment income — net					1,679,179
Realized & Unrealized Gain (Loss) — Net
Realized gain (loss) on:
Investments — net (including $217,643 loss from affiliates)		(10,450,973	)
Options written — net		3,668,002			(6,782,971	)
Change in unrealized appreciation/depreciation on:
Investments — net		4,783,141
Options written — net		60,032			4,843,173
Total realized and unrealized loss — net					(1,939,798	)
Net Decrease in Net Assets Resulting from Operations				$	(260,619	)
See Notes to Financial Statements.

DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009 7

Statements of Changes in Net Assets

Increase (Decrease) in Net Assets:	For the Six Months Ended June 30, 2009 (Unaudited)			For the Year Ended December 31, 2008
Operations
Investment income — net	$	1,679,179		$	3,364,555
Realized gain (loss) — net		(6,782,971	)		16,544,121
Change in unrealized appreciation/depreciation — net		4,843,173			(77,215,224	)
Net decrease in net assets resulting from operations		(260,619	)		(57,306,548	)
Dividends and Distributions to Stockholders
Investment income — net		(10,518,509	)†		(3,364,555	)
Realized gain — net		—			(16,544,121	)
Tax return of capital		—			(934,509	)
Net decrease in net assets resulting from dividends and distributions to stockholders		(10,518,509	)		(20,843,185	)
Common Stock Transactions
Value of shares issued to stockholders in reinvestment of dividends		1,722,663			1,213,239
Net Assets
Total decrease in net assets		(9,056,465	)		(76,936,494	)
Beginning of period		153,527,437			230,463,931
End of period*	$	144,470,972		$	153,527,437
* Accumulated distributions in excess of income — net	$	(8,839,330	)		—
† A portion of the dividends from net investment income may be deemed a tax return of capital at fiscal year end.
See Notes to Financial Statements.

8 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Financial Highlights

	For the Six Months Ended June 30, 2009 (Unaudited)												For the Period April 29, 2005(a) to December 31, 2005
				For the Year Ended December 31,
The following per share data and ratios have been derived from information provided in the financial statements.
				2008			2007			2006
Per Share Operating Performance
Net asset value, beginning of period	$	13.20		$	19.95		$	20.14		$	19.13		$	19.10
Investment income — net(b)		.14			.29			.25			.25			.19
Realized and unrealized gain (loss) — net		(.16	)		(5.24	)		1.36			2.56			.94
Total from investment operations		(.02	)		(4.95	)		1.61			2.81			1.13
Less dividends and distributions from:
Investment income — net		(.90	)(c)		(.29	)		(.47	)		(.25	)		(.18	)
Realized gain — net		—			(1.43	)		(.04	)		—			(.28	)
Tax return of capital		—			(.08	)		(1.29	)		(1.55	)		(.60	)
Total dividends and distributions		(.90	)		(1.80	)		(1.80	)		(1.80	)		(1.06	)
Offering costs, including adjustments, resulting from the issuance of Common Stock		—			—			—			—	(d)		(.04	)
Net asset value, end of period	$	12.28		$	13.20		$	19.95		$	20.14		$	19.13
Market price per share, end of period	$	14.19		$	12.99		$	17.91		$	20.96		$	18.15
Total Investment Return(e)
Based on net asset value per share		0.05	%(f)		(25.93	%)		8.42	%		15.54	%		5.86	%(f)(g)
Based on market price per share		17.48	%(f)		(18.80	%)		(6.48	%)		26.74	%		(4.08	%)(f)
Ratios to Average Net Assets
Expenses		1.15	%(h)		1.08	%		1.07	%		1.10	%		1.12	%(h)
Investment income — net		2.41	%(h)		1.72	%		1.23	%		1.30	%		1.44	%(h)
Supplemental Data
Net assets, end of period (in thousands)	$	144,471		$	153,527		$	230,464		$	231,007		$	217,545
Portfolio turnover		6	%(i)		11	%(i)		.00	%(i)		.00	%(i)		18	%

(a)	Commencement of operations.
(b)	Based on average shares outstanding.
(c)	A portion of the dividends from net investment income may be deemed a tax return of capital at fiscal year end.
(d)	Amount is less than $(.01) per share.
(e)	Total investment returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges.
(f)	Aggregate total investment return.
(g)	In 2005, IQ Investment Advisors LLC (an affiliate) reimbursed the Fund as a result of a trading/administrative error, which had no impact on total investment return.
(h)	Annualized.
(i)	For purposes of calculating portfolio turnover of the Fund, the options written by the Fund have been classified as short-term investments because the expiration dates at the time of acquisition were one year or less, and therefore, the portfolio turnover is zero.

See Notes to Financial Statements.

DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009 9

Notes to Financial Statements (Unaudited)

1. Significant Accounting Policies:

Dow 30^SM Premium & Dividend Income Fund Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company. The Fund’s financial statements are prepared in conformity with U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. These unaudited financial statements reflect all adjustments, which are, the opinion of management, necessary to present a fair statement of the results for the interim period. All such adjustments are of a normal, recurring nature. The Fund determines and makes available for publication the net asset value of its Common Stock on a daily basis. The Fund’s Common Stock shares are listed on the New York Stock Exchange (“NYSE”) under the symbol DPD.

Investing in the Fund involves certain risks and the Fund may not be able to achieve its intended results for a variety of reasons, including, among others, the possibility that the Fund may not be able to structure derivative investments as defined below as anticipated. Because the value of your investment in the Fund will fluctuate, there is a risk that you will lose money. The following is a summary of significant accounting policies followed by the Fund.

(a) Valuation of investments — Equity securities that are held by the Fund that are traded on stock exchanges or the NASDAQ Global Market are valued at the last sale price or official close price on the exchange, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price for long positions, and at the last available asked price for short positions. In cases where equity securities are traded on more than one exchange, the securities are valued on the exchange designated as the primary market by or under the authority of the Board of Directors of the Fund. Long positions traded in the over-the-counter (“OTC”) market, NASDAQ Capital Market or Bulletin Board are valued at the last available bid price or yield equivalent obtained from one or more dealers or pricing services approved by the Board of Directors of the Fund. Short positions traded in the OTC market are valued at the last available asked price. Portfolio securities that are traded both in the OTC market and on an exchange are valued according to the broadest and most representative market.

Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. Options traded in the OTC market are valued at the last asked price (options written) or the last bid price (options purchased). The value of swaps, including interest rate swaps, caps and floors, will be determined by reference to the value of the components when such components consist of securities for which market quotations are available. In the absence of obtainable quotations, swaps will be valued by obtaining dealer quotations. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their last sale price as of the close of such exchanges. Obligations with remaining maturities of 60 days or less are valued at amortized cost unless the investment adviser believes that this method no longer produces fair valuations.

Repurchase agreements are valued at cost plus accrued interest. The Fund employs pricing services to provide certain securities prices for the Fund. Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including valuations furnished by the pricing services retained by the Fund, which may use a matrix system for valuations. The procedures of a pricing service and its valuations are reviewed by the officers of the Fund under the general supervision of the Fund’s Board of Directors. Such valuations and procedures will be reviewed periodically by the Board of Directors of the Fund.

Generally, trading in U.S. government securities, money market instruments and certain fixed income securities, is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the net asset value of the Fund’s shares are determined as of such times. U.S. Treasury Bills are issued at a discount (original issue discount) and are valued daily. The value is generally in line with the time value effect of the discount accretion. Overnight Time Deposits are valued at the amount deposited each day. Occasionally, events affecting the values of such securities may occur between the times at which they are determined and the close of business on the NYSE that may not be reflected in the computation of the Fund’s net asset value. If events (for example, a company announcement, market volatility or a natural disaster) occur during such periods that are expected to materially affect the value of such securities, those securities may be valued at their fair value as determined in good faith by the Fund’s Board of Directors or by the investment adviser using a pricing service and/or procedures approved by the Fund’s Board of Directors.

10 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Notes to Financial Statements (continued)

(b) Derivative financial instruments — The Fund may engage in various portfolio investment strategies both to increase the return of the Fund and seek to hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise due to changes in the value of the contract due to an unfavorable change in the price of the underlying security, or if the counterparty does not perform under the contract. The counterparty for certain instruments may pledge cash or securities as collateral.

Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No.161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No.133” (“FAS 161”) has been implemented by the Fund. The Fund utilizes derivatives to enhance return and management has determined the use of derivative instruments is not designed to hedge security positions. The Fund’s use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in the investments underlying these derivatives.

Derivatives may be volatile and involve significant risk, such as, among other things, credit risk, currency risk, leverage risk and liquidity risk. They also involve the risk of mispricing or improper valuation and correlation risk (i.e., the risk that changes in the value of the derivative may not correlate perfectly, or to any degree, with the underlying asset, interest rate or index). Using derivatives can disproportionately increase losses and reduce opportunities for gains when security prices, indices, currency rates or interest rates are changing in unexpected ways. The Fund may suffer disproportionately heavy losses relative to the amount of its investments in derivative contracts.

Derivative instruments utilized by the Fund are defined below and delineated in the statement of assets, liabilities and capital and statement of operations of the Fund.

Statement of Assets, Liabilities and Capital as of June 30, 2009
Derivatives not accounted for as hedging instruments pursuant to FASB Statement 133	Assets		Amount		Liabilities		Amount
Equity Options		Options purchased, at value	$	1,798		Options written, at value	$	735,189

Statement of Operations for the period June 30, 2009
Derivatives not accounted for as hedging instruments pursuant to FASB Statement 133	Realized gain (loss)		Change in unrealized appreciation (depreciation)
Purchased Equity Options		—	$	(9,007	)
Written Equity Options	$	3,668,002	$	60,032

•

Options — The Fund writes covered call options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. The Fund provides the purchaser with the right to potentially receive a cash payment from the Fund equal to any appreciation in the cash value of the index over the strike price on the expiration date of the written option. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received (or gain or loss to the extent the cost of the closing transaction exceeds the premium received). Written options are non-income producing investments.

Writing (selling) covered call options subjects the Fund to certain additional risks. The Fund, by writing covered call options, will forgo the opportunity to benefit from potential increases in the value of the equity investments above the exercise prices of the options, but will continue to bear the risk of declines in the value of the equity investments. The premiums received from the options may not be sufficient to offset any losses sustained from the volatility of the equity securities over time.

DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009 11

Notes to Financial Statements (continued)

The premium received from writing options and amounts available for distribution from the Fund’s options may decrease in declining interest rate environments. The value of the equity investments also may be influenced by changes in interest rates. Higher yielding equity investments and those issuers whose businesses are substantially affected by changes in interest rates may be particularly sensitive to interest rate risk. A summary of option transactions is found in Note 3, Investments.

(c) Income taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its stockholders. Therefore, no federal income tax provision is required.

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) requires an analysis of tax positions taken or to be taken on a tax return and whether such positions are “more likely than not” to be sustained upon examination based on their technical merit. To the extent they would not be sustained, tax expense (and related interest and penalties) would be recognized for financial statement reporting purposes. Management has evaluated the application of FIN 48 to the Fund, and has determined FIN 48 does not have a material impact on the Fund’s financial statements. The Fund files U.S. and various state tax returns. To the best of the Fund’s knowledge, no income tax returns are currently under examination. All tax years of the Fund are open at this time.

(d) Security transactions and investment income — Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Interest is recognized on the accrual basis.

(e) Dividends and distributions — Dividends are declared and paid monthly. For the current period ended June 30, 2009, Fund management believes it is likely total dividends and distributions may exceed net investment income and accumulated realized capital gains, resulting in a portion of the total distribution treated as a tax return of capital. A portion of the distributions paid by the Fund during the year ended December 31, 2008 was characterized as a tax return of capital.

2. Investment Advisory and Management Agreement and Transactions with Affiliates:

The Fund has entered into an Investment Advisory and Management Agreement with IQ Investment Advisors LLC (“IQ Advisors”), an indirect, wholly owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”), which is a wholly owned subsidiary of Bank of America Corporation (“Bank of America”). IQ Advisors is responsible for the investment advisory, management and administrative services to the Fund. In addition, IQ Advisors provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays a monthly fee at an annual rate equal to .90% of the average daily value of the Fund’s net assets plus borrowings for leverage and other investment purposes.

In addition, IQ Advisors has entered into a Subadvisory Agreement with Nuveen HydePark Group, LLC (“Nuveen HydePark”). Pursuant to the agreement, Nuveen HydePark provides certain investment advisory services to IQ Advisors with respect to the Fund. For such services, IQ Advisors pays Nuveen HydePark a monthly fee at an annual rate equal to .39% of the average daily value of the Fund’s net assets plus borrowings for leverage and other investment purposes. There is no increase in the aggregate fees paid by the Fund for these services.

IQ Advisors has entered into an Administration Agreement with Princeton Administrators, LLC (the “Administrator”). The Administration Agreement provides that IQ Advisors pays the Administrator a fee from its investment advisory fee at an annual rate equal to .12% of the average daily value of the Fund’s net assets plus borrowings for leverage and other investment purposes, for the performance of administrative and other services necessary for the operation of the Fund. There is no increase in the aggregate fees paid by the Fund for these services. The Administrator is an indirect, wholly owned subsidiary of BlackRock, Inc. (“BlackRock”). ML & Co. has a substantial financial interest in BlackRock.

Certain officers of the Fund are officers and/or directors of IQ Advisors and/or ML & Co. or their affiliates.

12 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

Notes to Financial Statements (concluded)

3. Investments:

Purchases and sales of investments, excluding short-term securities, for the six months ended June 30, 2009 were $8,254,430 and $8,313,655, respectively.

Transactions in options written for the six months ended June 30, 2009 were as follows:

	Number of Contracts			Premiums Received
Outstanding call options written, at beginning of period		17,580		$	3,595,736
Options written		81,980			8,495,381
Options expired		(54,100	)		(7,087,013	)
Options closed		(28,440	)		(3,334,059	)
Outstanding call options written, at end of period		17,020		$	1,670,045

4. Common Stock Transactions:

The Fund is authorized to issue 100,000,000 shares of stock, all of which are initially classified as Common Stock, par value $.001. The Board of Directors is authorized, however, to classify and reclassify any unissued shares of Common Stock without approval of the holders of Common Stock.

Shares issued and outstanding increased by 139,779 for the six months ended June 30, 2009 from dividend reinvestments and 75,011 from dividend and distribution reinvestments for the year ended December 31, 2008.

6. Subsequent Event:

The Fund paid a distribution in the amount of $0.15 per share on July 31, 2009 to stockholders of record on July 22, 2009.

DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009 13

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Electronic Delivery

The Fund offers electronic delivery of communications to its stockholders. In order to receive this service, you must register your account and provide us with e-mail information. To sign up for this service, simply access this website at http://www.icsdelivery.com/live and follow the instructions.

When you visit this site, you will obtain a personal identification number (PIN). You will need this PIN should you wish to update your e-mail address, choose to discontinue this service and/or make any other changes to the service. This service is not available for certain retirement accounts at this time.

Contact Information

For more information regarding the Fund, please visit www.IQIAFunds.com or contact us at 1-877-449-4742.

14 DOW 30^SM PREMIUM & DIVIDEND INCOME FUND INC. JUNE 30, 2009

www.IQIAFunds.com

Dow 30^SM Premium & Dividend Income Fund Inc. seeks to provide stockholders with a high level of current income, with a secondary objective of capital appreciation.

This report, including the financial information herein, is transmitted to stockholders of Dow 30^SM Premium & Dividend Income Fund Inc. for their information. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. Statements and other information herein are as dated and are subject to change.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge at www.IQIAFunds.com/proxyvoting.asp or upon request by calling toll-free 1-877-449-4742 or through the Securities and Exchange Commission’s website at http://www.sec.gov. Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available (1) at www.IQIAFunds.com/proxyvoting.asp; and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

Dow 30^SM Premium & Dividend Income Fund Inc.
2 World Financial Center, 7th Floor
New York, NY 10281

#IQDPD — 6/09

Item 2 –	Code of Ethics – Not Applicable to this semi-annual report
Item 3 –	Audit Committee Financial Expert – Not Applicable to this semi-annual report
Item 4 –	Principal Accountant Fees and Services – Not Applicable to this semi-annual report
Item 5 –	Audit Committee of Listed Registrants – Not Applicable to this semi-annual report
Item 6 –	Investments
	(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form.
	(b) Not Applicable since no such divestments occurred during the semi-annual period covered since the last report on Form N-CSR.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable to this semi-annual report
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not Applicable to this semi-annual report
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –	Submission of Matters to a Vote of Security Holders – The registrant’s Nominating Committee will consider nominees to the board of directors recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations that include biographical information and set forth the qualifications of the proposed nominee to the registrant’s Secretary. There have been no material changes to these procedures.
Item 11 –	Controls and Procedures
11(a) –	The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.
11(b) –	There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –	Exhibits attached hereto
12(a)(1) –	Code of Ethics – Not Applicable to this semi-annual report
12(a)(2) –	Certifications – Attached hereto
12(a)(3) –	Not Applicable
12(b) –	Certifications – Attached hereto

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dow 30SM Premium & Dividend Income Fund Inc.
By:	/s/ Justin C. Ferri
	Justin C. Ferri
	Chief Executive Officer of
	Dow 30SM Premium & Dividend Income Fund Inc.
Date: August 20, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:	/s/ Justin C. Ferri
	Justin C. Ferri
	Chief Executive Officer (principal executive officer) of
	Dow 30SM Premium & Dividend Income Fund Inc.
Date: August 20, 2009
By:	/s/ James E. Hillman
	James E. Hillman
	Chief Financial Officer (principal financial officer) of
	Dow 30SM Premium & Dividend Income Fund Inc.
Date: August 20, 2009

EX-99.906CERT

Exhibit 99.1350CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes Oxley Act

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Dow 30^SM Premium & Dividend Income Fund Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended June 30, 2009, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 20, 2009

/s/ Justin C. Ferri

Justin C. Ferri

Chief Executive Officer (principal executive officer) of

Dow 30^SM Premium & Dividend Income Fund Inc.

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Dow 30^SM Premium & Dividend Income Fund Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended June 30, 2009, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 20, 2009

/s/ James E. Hillman

James E. Hillman

Chief Financial Officer (principal financial officer) of

Dow 30^SM Premium & Dividend Income Fund Inc.

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. Section 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission