UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-02328

Boulder Growth & Income Fund, Inc.

(Exact name of registrant as specified in charter)

2344 Spruce Street, Suite A, Boulder, CO 80302

(Address of principal executive offices) (Zip code)

Stephen C. Miller, Esq.

2344 Spruce Street, Suite A

Boulder, CO 80302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 444-5483

Date of fiscal year end: November 30

Date of reporting period: February 29, 2012

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Item 1 – Schedule of Investments.

The Schedule of Investments is included herewith.

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PORTFOLIO OF INVESTMENTS		BOULDER GROWTH & INCOME FUND, INC.
February 29, 2012 (Unaudited)

 

Shares/ Principal Amount		Description		Value (Note 1)
LONG TERM INVESTMENTS 93.7%
DOMESTIC COMMON STOCKS 69.7%
Coal 0.8%
10,000		Alliance Resource Partners L.P.			$717,700
45,000		Penn Virginia Resource Partners L.P.			1,122,300
					1,840,000
Construction Machinery 1.0%
20,000		Caterpillar, Inc.			2,284,200
Cosmetics/Personal Care 0.9%
30,000		The Procter & Gamble Co.			2,025,600
Diversified 26.0%
466		Berkshire Hathaway, Inc., Class A*			54,957,244
25,000		Berkshire Hathaway, Inc., Class B*			1,961,250
					56,918,494
Diversified Financial Services 1.9%
123,500		AllianceBernstein Holding L.P.			1,729,000
35,000		American Express Co.			1,851,150
4,300		Franklin Resources, Inc.			506,927
					4,087,077
Electric Utilities 5.8%
12,000		Allete, Inc.			498,960
15,000		Alliant Energy Corp.			639,600
13,000		American Electric Power Co., Inc.			488,930
33,500		Black Hills Corp.			1,100,140
22,000		The Empire District Electric Co.			438,900
25,679		FirstEnergy Corp.			1,137,323
150,000		Great Plains Energy, Inc.			2,967,000
8,000		NextEra Energy, Inc.			476,080
11,700		OGE Energy Corp.			614,016
40,000		PPL Corp.			1,142,000
11,000		Progress Energy, Inc.			583,880
12,000		SCANA Corp.			540,000
13,000		The Southern Co.			574,470
28,000		TECO Energy, Inc.			502,600
15,200		UIL Holdings Corp.			535,800
20,000		Westar Energy, Inc.			550,400
					12,790,099
Environmental Control 0.4%
30,000		Republic Services, Inc.			894,900
Gas 2.0%
20,220		AGL Resources, Inc.			806,171
14,000		Atmos Energy Corp.			430,220
31,000		CenterPoint Energy, Inc.			604,190
62,000		Inergy L.P.			1,082,520
13,000		The Laclede Group, Inc.			534,170
17,000		Vectren Corp.			496,740
12,000		WGL Holdings, Inc.			489,960
					4,443,971

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Healthcare Products & Services 5.9%
200,000		Johnson & Johnson			$13,016,000
Manufacturing 0.5%
12,000		3M Co.			1,051,200
Mining 1.0%
49,000		Freeport-McMoRan Copper & Gold, Inc.			2,085,440
Oil & Gas 2.8%
65,000		ConocoPhillips			4,975,750
30,000		Linn Energy LLC			1,144,500
					6,120,250
Pharmaceuticals 0.3%
20,000		Merck & Co., Inc.			763,400
Pipelines 4.1%
29,300		Boardwalk Pipeline Partners L.P.			796,081
17,800		Buckeye Partners L.P.			1,064,440
17,800		El Paso Pipeline Partners L.P.			652,726
28,100		Energy Transfer Partners L.P.			1,331,940
27,200		Enterprise Products Partners L.P.			1,411,136
10,200		Kinder Morgan Energy Partners L.P.			907,800
10,300		Magellan Midstream Partners L.P.			753,651
23,000		ONEOK Partners L.P.			1,338,600
8,200		Plains All American Pipeline L.P.			678,140
					8,934,514
Real Estate 0.4%
17,300		WP Carey & Co. LLC			801,855
Real Estate Investment Trusts (REITs) 1.3%
16,400		HCP, Inc.			647,800
11,481		Health Care REIT, Inc.			625,026
22,000		Healthcare Realty Trust, Inc.			454,740
16,300		Realty Income Corp.			601,307
11,366		Ventas, Inc.			635,587
					2,964,460
Registered Investment Companies (RICs) 6.4%
770,270		Cohen & Steers Infrastructure Fund, Inc.			13,649,184
18,726		RMR Real Estate Income Fund			289,129
					13,938,313
Retail 6.7%
9,000		Suburban Propane Partners L.P.			397,350
240,000		Wal-Mart Stores, Inc.			14,179,200
					14,576,550
Telecommunications 0.5%
23,000		Harris Corp.			1,003,490
Tobacco Products 1.0%
45,000		Altria Group, Inc.			1,354,500
10,800		Philip Morris International, Inc.			902,016
					2,256,516
TOTAL DOMESTIC COMMON STOCKS
(Cost $116,777,662)					152,796,329

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FOREIGN COMMON STOCKS 17.5%
Banks 0.2%
10,200		Bank of Nova Scotia			$549,972
Beverages 4.3%
25,000		Diageo PLC, Sponsored ADR			2,389,000
120,000		Heineken Holding NV			5,355,858
31,663		Heineken NV			1,671,780
					9,416,638
Diversified Financial Services 0.1%
10,500		Guoco Group, Ltd.			112,362
Electric Utilities 0.4%
18,000		RWE AG			820,166
Food 1.4%
20,000		Nestle SA			1,222,505
53,000		Unilever NV			1,760,358
					2,982,863
Holding Companies-Diversified 0.7%
152,000		Hutchison Whampoa, Ltd.			1,510,946
Iron/Steel 0.4%
9,000		POSCO, ADR			832,500
Oil & Gas 0.8%
80,000		Pengrowth Energy Corp.			817,600
18,000		Total SA, Sponsored ADR			1,009,260
					1,826,860
Pharmaceuticals 1.0%
14,500		Sanofi			1,072,364
30,000		Sanofi, ADR			1,110,900
					2,183,264
Real Estate 5.3%
44,000		Brookfield Asset Management, Inc., Class A			1,374,986
283,900		Cheung Kong Holdings, Ltd.			4,150,777
600,000		Hang Lung Properties, Ltd.			2,270,442
104,500		Henderson Land Development Co., Ltd.			656,140
1,500,000		Midland Holdings, Ltd.			941,827
650,000		Wheelock & Co., Ltd.			2,233,375
					11,627,547
Real Estate Investment Trusts (REITs) 2.9%
906,666		Ascendas Real Estate Investment Trust			1,493,409
983,610		Investa Office Fund			659,298
5,028,490		Kiwi Income Property Trust			4,258,979
					6,411,686
TOTAL FOREIGN COMMON STOCKS
(Cost $30,985,697)					38,274,804
AUCTION PREFERRED SECURITIES 3.0%
228		Advent Claymore Convertible Securities & Income Fund II, Series W			4,441,503
100		Gabelli Dividend & Income Trust, Series B			2,029,780
					6,471,283
TOTAL AUCTION PREFERRED SECURITIES
(Cost $8,122,147)					6,471,283

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LIMITED PARTNERSHIPS 3.5%
5		Ithan Creek Partners, L.P.*(1)(2)			$7,706,538
TOTAL LIMITED PARTNERSHIPS
(Cost $5,000,000)					7,706,538
TOTAL LONG TERM INVESTMENTS
(Cost $160,885,506)					205,248,954
SHORT TERM INVESTMENTS 4.5%
MONEY MARKET FUNDS 4.5%
165,199		Dreyfus Treasury & Agency Cash Management Money Market Fund, Institutional Class, 7-Day Yield - 0.010%			165,199
9,800,000		JPMorgan Prime Money Market Fund, 7-Day Yield - 0.191%			9,800,000
					9,965,199
TOTAL MONEY MARKET FUNDS
(Cost $9,965,199)					9,965,199
TOTAL SHORT TERM INVESTMENTS
(Cost $9,965,199)					9,965,199
TOTAL INVESTMENTS 98.2%
(Cost $170,850,705)					215,214,153
OTHER ASSETS AND LIABILITIES 1.8%					3,943,350
TOTAL NET ASSETS AVAILABLE TO COMMON AND PREFERRED STOCKHOLDERS 100.0%					219,157,503
TAXABLE AUCTION MARKET PREFERRED STOCK (AMPS) REDEMPTION VALUE PLUS ACCRUED DIVIDENDS					(25,002,075	)
TOTAL NET ASSETS AVAILABLE TO COMMON STOCKHOLDERS					$194,155,428

*	Non-income producing security.

(1)	Restricted Security; these securities may only be resold in transactions exempt from registration under the Securities Act of 1933.

(2)	Fair valued security under procedures established by the Fund’s Board of Directors. Total value of fair valued securities as of February 29, 2012 was $7,706,538 or 3.5% of Total Net Assets Available to Common and Preferred Stockholders.

Percentages are stated as a percent of the Total Net Assets Available to Common and Preferred Stockholders.

Common Abbreviations:

ADR	- American Depositary Receipt.

AG	- Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

LLC	- Limited Liability Company.

L.P.	- Limited Partnership.

Ltd.	- Limited.

NV	- Naamloze Vennootchap is the Dutch term for a public limited liability corporation.

SA	- Generally designates corporations in various countries, mostly those employing the civil law. This translates literally in all languages mentioned as anonymous company.

See Notes to Quarterly Portfolio of Investments.

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Boulder Growth & Income Fund, Inc.

Notes to Quarterly Portfolio of Investments

February 29, 2012 (Unaudited)

Note 1. Valuation and Investment Practices

Portfolio Valuation: Equity securities for which market quotations are readily available (including securities listed on national securities exchanges and those traded over-the-counter) are valued based on the last sale price from the applicable exchange. If such equity securities were not traded on the valuation date, but market quotations are readily available, they are valued at the mean between the closing bid and asked prices provided by an independent pricing service or by principal market makers. Equity securities traded on NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Debt securities are valued at the mean between the closing bid and asked prices, or based on a matrix system which utilizes information (such as credit ratings, yields and maturities) from independent sources. Where market quotations are not readily available or where the pricing agent or market maker does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of the advisers, does not represent fair value (“Fair Value Securities”), securities are valued at fair value by a Pricing Committee appointed by the Board of Directors, in consultation with the advisers. Short-term debt securities with less than 60 days until maturity may be valued at cost which, when combined with interest earned, approximates market value.

Boulder Growth & Income Fund, Inc.’s (the “Fund”) investments in unregistered pooled investment vehicles (“Hedge Funds”) are valued, as a practical expedient, at the most recent estimated net asset value periodically determined by the respective Hedge Fund manager according to such manager’s policies and procedures based on valuation information reasonably available to the Hedge Fund manager at that time (adjusted for estimated expenses and fees accrued to the Fund since the last valuation date); provided, however, that the Pricing Committee may consider whether it is appropriate, in light of relevant circumstances, to adjust such valuation in accordance with the Fund’s valuation procedures. If a Hedge Fund does not report a value to the Fund on a timely basis, the fair value of such Hedge Fund shall be based on the most recent value reported by the Hedge Fund, as well as any other relevant information available at the time the Fund values its portfolio. As a practical matter, Hedge Fund valuations generally can be obtained from Hedge Fund managers on a weekly basis, as of close of business Thursday, but the frequency and timing of receiving valuations for Hedge Fund investments is subject to change at any time, without notice to investors, at the discretion of the Hedge Fund manager or the Fund.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, such as when a particular foreign market is closed but the U.S. market is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. If the Fund uses adjusted prices, the Fund will periodically compare closing prices, the next day’s opening prices in the same markets and those adjusted prices as a means of evaluating its security valuation process.

Various inputs are used to determine the value of the Fund’s investments. Observable inputs are inputs that reflect the assumptions market participants would use based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions based on the best information available in the circumstances.

These inputs are summarized in the three broad Levels listed below.

 

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Level 1—Unadjusted quoted prices in active markets for identical investments

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Level 2—Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

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Level 3—Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of February 29, 2012 in valuing the Fund’s investments carried at value:

 

Investments in Securities at Value*		Level 1 - Quoted Prices				Level 2 - Significant Observable Inputs				Level 3 - Significant Unobservable Inputs				Total
Domestic Common Stocks			$152,796,329				$–				$–				$152,796,329
Foreign Common Stocks			38,274,804				–				–				38,274,804
Auction Preferred Securities			–				6,471,283				–				6,471,283
Limited Partnerships			–				–				7,706,538				7,706,538
Short Term Investments			9,965,199				–				–				9,965,199
TOTAL			$201,036,332				$6,471,283				$7,706,538				$215,214,153

During the three months ended February 29, 2012, there were no significant transfers between Level 1 and 2 securities. The Fund evaluates transfers into or out of Level 1, Level 2 and Level 3 as of the end of the reporting period.

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities at Value*		Balance as of 11/30/2011				Realized gain/(loss)				Change in unrealized appreciation/ (depreciation)				Net purchases/ (sales)				Transfer in and/or (out) of Level 3				Balance as of 2/29/2012
Limited Partnerships			$7,010,721				$-				$695,817				$-				$-				$7,706,538
TOTAL			$7,010,721				$-				$695,817				$-				$-				$7,706,538

* For detailed descriptions, see the accompanying Portfolio of Investments.

Recent Accounting Pronouncements: In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-03 “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements.” The ASU 2011-03 is intended to improve financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem the financial assets before their maturity. The ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Fund’s financial statements.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in U.S. GAAP and International Financial Reporting Standards (“IFRSs”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Fund’s financial statements.

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Securities Transactions and Investment Income: Securities transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded as of the ex-dividend date or for certain foreign securities when the information becomes available to the Fund. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including amortization of premium and accretion of discount on short-term investments, if any, is recorded on the accrual basis using the interest method.

Dividend income from investments in real estate investment trusts (“REITs”) is recorded at management’s estimate of income included in distributions received. Distributions received in excess of this amount are recorded as a reduction of the cost of investments. The actual amount of income and return of capital are determined by each REIT only after its fiscal year-end, and may differ from the estimated amounts. Such differences, if any, are recorded in the Fund’s following year.

Foreign Currency Translations: The Fund may invest a portion of its assets in foreign securities. In the event that the Fund executes a foreign security transaction, the Fund will generally enter into a forward foreign currency contract to settle the foreign security transaction. Foreign securities may carry more risk than U.S. securities, such as political, market and currency risks. See Foreign Issuer Risk below.

The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate prevailing at the end of the period, and purchases and sales of investment securities, income and expenses transacted in foreign currencies are translated at the exchange rate on the dates of such transactions. Foreign currency gains and losses result from fluctuations in exchange rates between trade date and settlement date on securities transactions, foreign currency transactions, and the difference between the amounts of foreign interest and dividends recorded on the books of the Fund and the amounts actually received.

The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.

Foreign Issuer Risk: Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

Concentration Risk: The Fund operates as a “non-diversified” investment company, as defined in the 1940 Act. As a result of being “non-diversified”, with respect to 50% of the Fund’s portfolio, the Fund must limit to 5% the portion of its assets invested in the securities of a single issuer. In addition, no single investment can exceed 25% of the Fund’s total assets at the time of purchase. A more concentrated portfolio may cause the Fund’s net asset value to be more volatile and thus may subject stockholders to more risk. The Fund may hold a substantial position (up to 25% of its assets) in the common stock of a single issuer.

As of February 29, 2012, the Fund held more than 25% of its assets in Berkshire Hathaway, Inc., as a direct result of the market appreciation of the issuer since the time of purchase. In addition, the Fund contains highly concentrated positions in other stocks. Thus, the volatility of the Fund’s net asset value and its performance in general, depends disproportionately more on the performance of this single issuer and its other larger positions than that of a more diversified fund. As a result, the Fund may be subject to a greater risk of loss than a fund that diversifies its investments more broadly.

Effective July 30, 2010, the Fund implemented a Board initiated and approved fundamental investment policy, which prohibits the Fund from investing more than 4% of its total assets (including leverage) in any single issuer at the time of purchase. The Fund’s holdings as of July 30, 2010 were grandfathered into the policy and so any positions already greater than 4% of total assets are exempt from this limitation.

Hedge Fund Risk: The Fund invests a portion of its assets in a Hedge Fund. The Fund’s investment in a Hedge Fund is a private entity that is not registered under the 1940 Act and has limited regulatory oversight

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and disclosure obligations. In addition, the Hedge Fund invests in and actively trades securities and other financial instruments using different strategies and investment techniques, which involve significant risks. These strategies and techniques may include, among others, leverage, employing various types of derivatives, short selling, securities lending, and commodities’ trading. Hedge Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Hedge Fund may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility. These and other risks associated with Hedge Funds may cause the Fund’s net asset value to be more volatile and more susceptible to the risk of loss than that of other funds.

Changes in Investment Policies: On May 2, 2011, stockholders approved a proposal by the Fund to remove the Fund’s fundamental investment policy requiring the Fund to invest at least 25% of the value of the Fund’s total assets in real estate related companies. As a result, the Fund’s fundamental investment policy was amended to state that the Fund may not invest in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment, the value of its investments in such industry would exceed 25% of the value of its total assets.

Use of Estimates: The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Note 2. Unrealized Appreciation/ (Depreciation)

On February 29, 2012, based on cost of $169,613,239 for federal income tax purposes, aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $52,516,756 and aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $6,915,842, resulting in net unrealized appreciation of $45,600,914.

Note 3. Restricted Securities

As of February 29, 2012, investments in securities included issues that are considered restricted. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board of Directors as reflecting fair value.

Restricted securities as of February 29, 2012 are as follows:

Issuer Description		Acquisition Date		Cost		Market Value February 29, 2012		Market Value as Percentage of Net Assets Available to Common Stock and Preferred Shares February 29, 2012
Ithan Creek Partners, L.P.		6/2/2008		$5,000,000		$7,706,538		3.5%

Note 4. Investments in Limited Partnerships

As of February 29, 2012, the Fund had an investment in a Hedge Fund that is organized as a limited partnership. The Fund’s investment in the Hedge Fund is reported on the Portfolio of Investments under the section titled Limited Partnerships.

Since the investment in the limited partnership is not publicly traded, the Fund’s ability to make withdrawals from its investment is subject to certain restrictions. These restrictions include notice requirements for withdrawals and additional restrictions or charges for withdrawals within a certain time period following initial investment. In addition, there could be circumstances in which such restrictions can include the suspension or delay in withdrawals from the limited partnership, or limited withdrawals allowable only during specified times during the year. In certain circumstances a limited partner may not make withdrawals that occur within

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certain periods following the date of admission to the partnership. As of February 29, 2012, the Fund did not have any investments in limited partnerships in which a suspension of withdrawals was in effect.

The following table summarizes the Fund’s investment in the limited partnership as of February 29, 2012.

 

Description		% of Net Assets as of 2/29/12		Value as of 2/29/12				Net Unrealized Gain/(Loss) as of 2/29/12				Mgmt fees		Incentive fees		Redemption Period/ Frequency
Ithan Creek Partners, L.P.		3.5%		$	7,706,538			$	2,706,538			Annual rate of 1% of net assets		20% of net profits at the end of the measurement period		June 30 upon 60 days’ notice
Total		3.5%		$	7,706,538			$	2,706,538

The Fund did not have any outstanding unfunded commitments as of February 29, 2012.

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Item 2 - Controls and Procedures.

 

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) were effective as of a date within 90 days of the filing date of this report (the “Evaluation Date”), based on their evaluation of the effectiveness of the Registrant’s disclosure controls and procedures as of the Evaluation Date.

 

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3 – Exhibits.

 

(a)	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT.

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SIGNATURES

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.

 

Registrant		Boulder Growth & Income Fund, Inc.

By:		/s/ Stephen C. Miller
		Stephen C. Miller, President
		(Principal Executive Officer)
Date:		April 27, 2012

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/ Stephen C. Miller
		Stephen C. Miller, President
		(Principal Executive Officer)
Date:		April 27, 2012
By:		/s/ Nicole L. Murphey
		Nicole L. Murphey, Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer, Asst. Secretary
		(Principal Financial Officer)
Date:		April 27, 2012