SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[   ]    Soliciting Material Pursuant to Sec. 240.14a-12

                       BOULDER GROWTH & INCOME FUND, INC.
                (Name of Registrant as Specified In Its Charter)

                               Stephen C. Miller
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 442-2156
                   (Name of Person(s) Filing Proxy Statement)

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[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302


April 4, 2007


Dear Stockholder:

Proxy material for our April 27, 2007 Annual Meeting of Stockholders  was mailed
to you a few weeks ago. Our records  indicate that we have not yet received your
signed proxy card or electronic vote.

Your vote is  important.  With the  Annual  Meeting  now only a short time away,
please  act  today to be sure your  shares  are  voted in  accordance  with your
wishes.  You can vote by telephone,  Internet or mail. For your  convenience,  a
duplicate proxy card and return envelope are enclosed,  along with telephone and
Internet voting instructions.

There is one non-routine  proposal  contained in this year's Proxy,  Proposal 2,
which changes the Fund's current industry concentration policy and clarifies and
expands the scope of real estate  companies  that can be included in determining
the  threshold  under  the  Fund's  investment  restriction  regarding  industry
concentration.  Under its present investment restriction, the Fund cannot invest
more than 25% of its assets in the same  industry  except  with  respect to real
estate investment trusts ("REITs") and related companies in the same industry as
REITS (the "Industry  Restriction").  In addition, the Fund has adopted a policy
to concentrate in REITs and related companies,  pursuant to which it must, under
normal  market  conditions,  invest  more  than 25% of its  assets  in REITs and
related companies.  Proposal 2 amends the Industry  Restriction so that the Fund
is  permitted  to include a broader  range of real estate  related  companies in
determining  compliance with the Industry  Restriction  rather than solely REITs
and related  companies.  Proposal 2 designates  "real estate related  companies"
rather than REITs as the  "industry"  with  respect to which the Fund can exceed
the 25% limitation.  "Real estate related  companies"  would include REITs,  but
would also  include a much broader  range of equity  and/or debt  securities  of
companies  in or  primarily  servicing  the real  estate  industry or deriving a
substantial  portion of their revenue  from, or having a substantial  portion of
their assets  invested in, real estate.  Proposal 2 is a change to a fundamental
investment  policy of the Fund and thus its adoption  requires  the  affirmative
vote of a majority of the Fund's stockholders.

If you already have voted,  we thank you for your prompt  response.  If you have
not voted,  we  encourage  you to do so without  delay.  Your vote is needed and
valued,  regardless  of the  number of  shares  you own.  In the event  that two
proxies are received  from you, the one bearing the latest date will be counted,
as it automatically revokes all prior proxies.

Thank you for voting!

Sincerely,
/s/ Stephanie Kelley
STEPHANIE KELLEY
Secretary



                                [EMAIL VERSION]

[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302

April 4, 2007

Dear Stockholder:

Proxy material for our April 27, 2007 Annual Meeting of Stockholders  was mailed
to you a few weeks ago.

Your vote is  important.  With the  Annual  Meeting  now only a short time away,
please  act  today to be sure your  shares  are  voted in  accordance  with your
wishes. You can vote by telephone, Internet or mail.

There is one non-routine  proposal  contained in this year's Proxy,  Proposal 2,
which changes the Fund's current industry concentration policy and clarifies and
expands the scope of real estate  companies  that can be included in determining
the  threshold  under  the  Fund's  investment  restriction  regarding  industry
concentration.  Under its present investment restriction, the Fund cannot invest
more than 25% of its assets in the same  industry  except  with  respect to real
estate investment trusts ("REITs") and related companies in the same industry as
REITS (the "Industry  Restriction").  In addition, the Fund has adopted a policy
to concentrate in REITs and related companies,  pursuant to which it must, under
normal  market  conditions,  invest  more  than 25% of its  assets  in REITs and
related companies.  Proposal 2 amends the Industry  Restriction so that the Fund
is  permitted  to include a broader  range of real estate  related  companies in
determining  compliance with the Industry  Restriction  rather than solely REITs
and related  companies.  Proposal 2 designates  "real estate related  companies"
rather than REITs as the  "industry"  with  respect to which the Fund can exceed
the 25% limitation.  "Real estate related  companies"  would include REITs,  but
would also  include a much broader  range of equity  and/or debt  securities  of
companies  in or  primarily  servicing  the real  estate  industry or deriving a
substantial  portion of their revenue  from, or having a substantial  portion of
their assets  invested in, real estate.  Proposal 2 is a change to a fundamental
investment  policy of the Fund and thus its adoption  requires  the  affirmative
vote of a majority of the Fund's stockholders.

If you already have voted,  we thank you for your prompt  response.  If you have
not voted,  we  encourage  you to do so without  delay.  Your vote is needed and
valued,  regardless  of the  number of  shares  you own.  In the event  that two
proxies are received  from you, the one bearing the latest date will be counted,
as it automatically revokes all prior proxies.

Thank you for voting!

Sincerely,
STEPHANIE KELLEY
Secretary