Edgar Filing: BOULDER GROWTH & INCOME FUND

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-02328
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BOULDER GROWTH & INCOME FUND, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)

Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
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(Address of principal executive offices) (Zip code)

Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
--------------------------------------------------------------------------------
(Name and address of agent for service)

registrant's telephone number, including area code: 303-444-5483
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Date of fiscal year end: NOVEMBER 30, 2003
------------------
Date of reporting period: NOVEMBER 30, 2003
-------------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

BOULDER GROWTH & INCOME FUND, INC.

Annual Report

November 30, 2003

Dear Shareholder:

For the fiscal one-year period ending November 30, 2003, the Boulder Growth &
Income Fund's total return on net asset value was 2.4%. The S&P 500 index was up
15.1% over the same period. Why such underperformance in the Fund? It wasn't
underperformance of our stocks - it was "dilution" of the NAV resulting from the
December 2002 rights offering. If we ever under perform the market by that much,
we won't try and gloss over it - we'll explain where and why we made the
mistakes.

Back in December 2002, the Fund conducted a one-for-one rights offering in which
one new share was issued for each share outstanding at a substantial discount to
the NAV on the expiration date of the offering. The new shares were issued to
participating shareholders at $4.34 per share on December 20, 2002, when the
Fund's NAV was $6.35. When the new shares were issued and the offering proceeds
collected, the NAV immediately re-calculated to $5.35. This CHANGE in NAV is
considered dilution. The Fund's total return for the 12 months, INCLUDING THIS
DILUTION, was the 2.4%. However, if you fully exercised your rights in the
offering you didn't experience this dilution (except for a very small amount
related to the offering expenses). In fact you were able to double your position
in the Fund by buying the new shares at the discounted price of $4.34 which,
when averaged with the Fund's pre-offering NAV of $6.35, resulted in the
"re-calculated" NAV of $5.35, with no "net" loss in NAV to shareholders who
participated. Those who chose to sell their rights, rather than exercise them,
recovered part of the dilution from the sale of the rights. It is important to
understand that this dilution will have a permanent effect on all of the Fund's
NAV performance comparisons that involve periods starting before and ending
after December 20, 2002. The comparisons shown in the future will always
understate the NAV performance realized by those who fully exercised their
rights or sold them.

Probably a better comparison of how we performed as Advisers to the Fund is to
look at the calendar year-to-date - that is, from January 1, 2003 through
November 30, 2003, which excludes the effect of the rights offering. For this
period, the Fund's total return (after all expenses) on NAV was 25.2%, which
compares quite favorably to the S&P 500 index over the same 11-month period of
22.3%. Take a look at Exhibit 1 immediately following this letter for more
comparable returns of the Fund.

We've been managing the Boulder Growth & Income Fund for about 22 months now.
The Fund owns stock in 43 companies. We'd prefer to own more of what we like
than to buy dozens of stocks thereby settling for less than the cream of the
crop. We own more stocks now than we would typically expect to own, because
after establishing each position, we determined we would buy more if the price
went down. In almost every case, the price went up and our discipline prevented
us from buying more. It was pleasant to get the gain in our value, but it
precluded us from having as large a position as we would have liked in most of
our holdings. Of the 43 companies we own, 22 of them are real estate investment
trusts ("REITs"). The Fund purchased the REITs primarily for the dividends they
pay. We don't expect the REITs to produce significant valuation increases unless
inflation rears its ugly head. The portfolio turnover rate, which measures the
rate of buying and selling, was 40% in fiscal 2003. This is far lower than what
you'll see in most funds, but probably higher than what our typical year would
be. The turnover rate was higher this year due to the significant proceeds from
the rights offering in December 2002. Putting that money to work through
purchases counts as `portfolio turnover.' Nonetheless, you'd be hard-pressed to
find somebody labeling us "gunslingers."

Interest rates continue to remain at historical lows. This bodes well for the
Fund since it gets to take advantage of paying a low rate of interest on its $20
million of leverage. The Fund was leveraged with a $20 million loan in April
2003, which has worked out quite well for shareholders. About 30% of the
proceeds from the $20 million loan were used to purchase additional shares of
Berkshire Hathaway, and the rest was slowly put to work as opportunities
presented themselves.

The Fund is limited to no more than 25% of its total assets in any one security
(at the time of purchase), and adding the $20 million gave us this opportunity
to buy more Berkshire. From mid-April through the first week in July, we were
able to add 85 more Berkshire `A' shares at an average price of $71,330 per
share, for a total cost of $6.06 million. At the end of November Berkshire
Hathaway `A' shares were at $83,750 per share, giving the Fund an unrealized
gain of just over $1 million on those 85 shares. In all, the Fund owns 310
Berkshire `A' shares, comprising over 27% of the Fund's total net assets
(including leverage). Insurance companies have performed well the last year, and
the two main insurance subsidiaries of Berkshire, GEICO and General Re, are two
of the best-run insurance companies you'll find. They've certainly added value
to our Berkshire holdings.

We were patient with the remainder of the proceeds from the leverage, and took
advantage of buying what we think are quality companies at good prices. You'll
recognize some of the names like Pepsi Bottling, Maytag, Pfizer, Sara Lee, and
Eastman Kodak. Some you may not have heard of are Federated Investors, First
American Corp., Fidelity National, AON Corporation, and Torchmark. We like the
long-term outlook for all of these companies. We expect that 5 or 10 years down
the road, we'll be able to look back in hindsight and say, "the market afforded
us the opportunity to buy these successful companies back in 2003 at very
reasonable prices."

If you're a reader of any newspaper's business section, you've certainly read
about the scandals in the mutual fund industry. A few open-end mutual funds
allowed large institutional investors, including hedge funds, to invest in their
mutual funds based on the closing price AFTER the close of the market, which
they would do on occasions when positive news was released AFTER the close that
would have a positive impact on the NAV. Simply put, they were sneaking in for a
midnight snack while the long-term investors were sleeping snugly in their beds.
It wasn't that the mutual fund operators were asleep at the switch. In fact,
they were leaving the door open with a sign that said, "Come on in!" This
practice was clearly illegal. In addition, there have been reports of other
abuses including time-zone arbitrage and paying excessive commissions out of
owners' money to those brokers who provided benefits to the adviser. These
practices involved only `open-end' mutual funds. Your Fund is a closed-end fund
that trades on the NYSE. We never have, nor will we ever be, party to such
shenanigans. New York attorney general Eliot Spitzer (a.k.a. Eliot Ness) has put
an end to the after-market trading. A good guess would be his next target might
be soft dollars, which are currently perfectly legal, but probably shouldn't be.
This is another way an adviser benefits while the fund owners pay the expense.
Your Fund does not have any soft-dollar arrangements, nor will it seek soft
dollar arrangements in the future. While BIF shareholders have not suffered any
costs from the issues discussed above, all the new regulations that are being
proposed to curb these abuses will almost certainly increase your costs when we
are forced to comply with them.

The Fund declared and paid a 2 1/2 cent dividend per share payable on December
31, 2003. The REITs that the Fund owns generally had a higher than average
`Return of Capital' component to the dividends they paid in '03, and that is not
distributable income. Since REITs make up the lion's share of our income
producing securities, the dividend was reduced.

Our website at WWW.BOULDERFUNDS.NET is an excellent source for information on
the Fund. If you've lost your annual report, or want to read an old one, it's
available on the site. You will also find information about the Boulder Growth &
Income's sister fund - the Boulder Total Return Fund.

/S/ STEWART R. HOREJSI

Stewart R. Horejsi
December 23, 2003

-----------------------
NOTHING IN THIS ANNUAL REPORT SHOULD BE CONSIDERED AS INVESTMENT ADVICE. THIS
LETTER EXPLAINS THE MANAGERS' VIEWS AS OF ITS DATE, WHICH MAY HAVE SUBSEQUENTLY
CHANGED.

BOULDER GROWTH & INCOME FUND, INC.

EXHIBIT 1
(UNAUDITED)

TOTAL RETURNS
FOR THE PERIODS ENDING NOVEMBER 30

DOW JONES
MOST S&P 500 INDUSTRIAL NASDAQ
RECENT BIF NAV INDEX AVERAGE COMPOSITE
--------------------------------------------------------------------
3 Months* 9.0% 5.5% 4.5% 8.4%
6 Months* 17.1% 10.8% 11.8% 23.1%
1 Year 2.4% 15.1% 12.6% 33.2%
Since 1/02** -9.0% -4.2% -2.10% -7.3%
* Annualized
** Annualized since January 23, 2002, the date the current Advisers
became the investment advisers to the Fund.

EXHIBIT 2
(UNAUDITED)

CHANGE IN PRINCIPAL VALUE OF ASSET CLASSES 11/30/2002 TO 11/30/2003

COMMON STOCK INVESTMENTS
-----------------------------------------------------------
BONDS/
FOREIGN STOCK &
REITS INDUSTRIALS PREFERRED STOCK TOTAL
----- ----------- --------------- -----

Beginning Market Value............... 11/30/02 $ 6,971,293 $ 27,378,690 $ 1,920,620 $ 36,270,603
------------ ------------ ------------ ------------
Cost of Purchases.................... 12/1/02- 11/30/03 25,267,001 33,497,784 -- $ 58,764,785
Proceeds from Sales.................. 12/1/02- 11/30/03 9,294,154 10,638,333 2,180,203 $ 22,112,690
------------ ------------ ------------ ------------
Net Purchases/(Sales)................ 15,972,847 22,859,451 (2,180,203) $ 36,652,095
Beginning Market Value Plus
Net Purchases/(Sales)............. 22,944,140 50,238,141 (259,583) $ 72,922,698
------------ ------------ ------------ ------------
Net Appreciation .................... 5,982,155 7,513,549 366,694 $ 13,862,398
Ending Market Value.................. 11/30/03 28,926,295 57,751,690 107,111 $ 86,785,096
------------ ------------ ------------ ------------
Number of Issues Held................ 11/30/03 22 21 2
Cash and Other Assets and
Liabilities....................... 8,500,964
------------
Total Net Assets (including $20,000,000 leverage) 95,286,060
============

The information in the table below is unaudited.

FINANCIAL DATA

PER SHARE OF PER SHARE OF
COMMON STOCK COMMON STOCK
----------------------- -----------------------
NET ASSET NYSE NET ASSET NYSE
VALUE CLOSING PRICE VALUE CLOSING PRICE
--------- ------------- --------- -------------

12/31/2002 $5.39 $4.47 6/30/2003 $5.97 $5.15
1/31/2003 $5.24 $4.43 7/31/2003 $5.98 $5.22
2/28/2003 $4.94 $4.28 8/31/2003 $6.10 $5.14
3/31/2003 $4.94 $4.50 9/30/2003 $6.15 $5.30
4/30/2003 $5.31 $4.65 10/31/2003 $6.31 $5.34
5/31/2003 $5.68 $4.85 11/30/2003 $6.65 $5.50

BOULDER GROWTH & INCOME FUND, INC. PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 2003

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SHARES VALUE
------ -----

DOMESTIC COMMON STOCKS - 111.9%
BEVERAGES - 1.5% Pepsi Bottling Group, Inc. ........................... 50,000 $ 1,154,000
------------
BUILDING MATERIALS - 4.0% USG Corporation+o .................................... 200,000 3,014,000
------------
DIVERSIFIED - 34.5% Berkshire Hathaway Inc., Class A+o ................... 310 25,962,500
------------
FINANCIAL SERVICES - 8.5% Federated Investors, Inc. ............................ 40,000 1,150,000
H&R Block, Inc. ...................................... 45,000 2,443,050
MGIC Investment Corporationo ......................... 25,000 1,323,750
Providian Financial Corporation+o .................... 130,000 1,469,000
------------
TOTAL FINANCIAL SERVICES 6,385,800
------------
FOOD-MISC/DIVERSIFIED - 1.7% Sara Lee Corporation ................................. 60,000 1,233,000
------------
HOUSEHOLD FURNISHINGS &
APPLIANCES - 1.4% Maytag Corporation ................................... 40,000 1,057,600
------------
INDUSTRIAL - 2.6% Eastman Kodak Company ................................ 80,000 1,948,800
------------
INSURANCE - 6.3% AON Corporation ...................................... 45,000 987,300
Fidelity National Financial, Inc. .................... 35,000 1,236,550
First American Corporation ........................... 40,000 1,184,000
Torchmark Corporation ................................ 30,000 1,323,000
------------
TOTAL INSURANCE 4,730,850
------------
PHARMACEUTICALS - 9.3% Bristol-Meyers Squibb Companyo ....................... 82,000 2,160,700
Merck & Company, Inc.o ............................... 65,000 2,639,000
Pfizer, Inc. ......................................... 66,000 2,214,300
------------
TOTAL PHARMACEUTICALS 7,014,000
------------
REITS - 38.4% Archstone-Smith Realty Trust ......................... 70,000 1,923,600
Arden Realty Inc. .................................... 45,000 1,314,900
AvalonBay Communities Inc. ........................... 23,000 1,099,400
Boston Properties, Inc. .............................. 6,100 282,125
Boykin Lodging Company ............................... 300,000 2,724,000
Developers Diversified Realty Corporationo ........... 88,060 2,774,770
Equity Residential Properties Trust .................. 40,000 1,174,400
First Industrial Realty Trust, Inc. .................. 26,000 861,120
Gables Residential Trust ............................. 20,000 646,000
Health Care Property Investors Inc.o ................. 41,000 1,920,440
Healthcare Realty Trust Inc. ......................... 33,000 1,151,700
Hospitality Properties Trust ......................... 34,000 1,344,700
HRPT Properties Trusto ............................... 260,000 2,522,000
Liberty Property Trust ............................... 19,000 718,770
Manufactured Home Communities, Inc. .................. 30,000 1,167,000
Pan Pacific Retail Properties, Inc. .................. 30,000 1,393,500
Prentiss Properties Trust ............................ 29,600 939,800
Public Storage, Inc. ................................. 15,000 666,000
Regency Centers Corporation .......................... 40,000 1,580,000
Simon Property Group Inc. ............................ 13,000 616,850
Thornburg Mortgage, Inc. ............................. 15,100 409,210
Vornado Realty Trust ................................. 31,000 1,696,010
------------
TOTAL REITS 28,926,295
------------
SAVINGS & LOAN
COMPANIES - 1.6% Washington Mutual, Inc. .............................. 26,000 1,191,060
------------
UTILITY - 2.1% TXU Corporationo ..................................... 72,000 1,594,080
------------

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC. PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 2003

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

SHARES VALUE
------ -----

DOMESTIC COMMON STOCKS - (CONTINUED)
TOTAL DOMESTIC COMMON
STOCKS
(Cost $70,732,622) ....................................................... $ 84,211,985
------------

FOREIGN COMMON STOCK - 3.3%**
NETHERLANDS - 1.6% Unilever NV, ADR ..................................... 20,000 1,202,000
------------
UNITED KINGDOM - 1.7% Diageo PLC, Sponsored ADR ............................ 25,000 1,264,000
------------
TOTAL FOREIGN
COMMON STOCK
(Cost $2,126,381) ....................................................... 2,466,000
------------
WARRANTS - 0.0%**
ONO Finance Certificate Warrant+ ..................... 1,500 15
------------
PAR
---------

CORPORATE BONDS - 0.1%
(Cost $120,000)
AIRLINES - 0.1% American Airlines Inc., Pass-through Certificates,
7.800% due 10/01/06 ................................ $ 120,000 107,096
------------

U.S. TREASURY BILLS - 10.6%
0.942% due 01/02/04 ++ ............................. 4,000,000 3,996,740
0.906% due 12/04/03 ++ ............................. 4,000,000 3,999,724
TOTAL U.S. TREASURY BILLS
(Cost $7,996,414) ....................................................... 7,996,464
------------

REPURCHASE AGREEMENT - 1.0%
(Cost $755,000)
Agreement with PNC Capital Markets, 0.80% dated
11/28/03, to be repurchased at $755,050 on 12/01/03,
collateralized by $750,000 U.S. Treasury Note, 3.00%
due 02/29/04 (Value $761,250) ........................ 755,000
------------
TOTAL INVESTMENTS (COST $81,730,417*) - 126.9% .............................................. 95,536,560
OTHER ASSETS AND LIABILITIES - (26.9%) ...................................................... (20,250,500)
------------
NET ASSETS - 100.0% ......................................................................... $ 75,286,060
============

-----------
* Aggregate cost for Federal tax purposes is $83,442,524.
** Amount represents less than 0.1% of net assets.
+ Non-income producing security.
++ Annualized yield at date of purchase.
o At November 30, 2003, securities or a partial position of these securities
were pledged as collateral for the loan outstanding. These securities held
with the custodian as segregated assets, have an aggregate market value of
$44,365,241.
ADR American Depository Receipt

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC.

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STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------------------------------------------

NOVEMBER 30, 2003

ASSETS:
Investments, at value (Cost $81,730,417) (Note 1)
See accompanying schedule .................................................... $ 95,536,560
Cash ........................................................................... 719
Dividends and interest receivable .............................................. 140,066
Prepaid expenses ............................................................... 39,274
------------
TOTAL ASSETS ............................................................. 95,716,619

LIABILITIES:
Loan payable to bank (Note 10) .................................... $20,000,000
Deferred compensation- director (Note 11) ......................... 133,100
Investment co-advisory fees payable (Note 2) ...................... 96,537
Legal and audit fees payable ...................................... 52,430
Interest due on loan payable to bank (Note 10) .................... 37,365
Administration fee payable (Note 2) ............................... 23,170
Accrued expenses and other payables ............................... 87,957
-----------
TOTAL LIABILITIES ........................................................ 20,430,559
------------
NET ASSETS ........................................................................ $ 75,286,060
============

NET ASSETS consist of:
Undistributed net investment income ............................................ $ 115,617
Accumulated net realized loss on investments sold .............................. (21,298,983)
Unrealized appreciation of investments ......................................... 13,806,143
Par value of Common Stock (Note 4) ............................................. 113,278
Paid-in capital in excess of par value of Common Stock (Note 4) ................ 82,550,005
------------
TOTAL NET ASSETS ......................................................... $ 75,286,060
============
NET ASSET VALUE
(Net Asset Value, $75,286,060/11,327,784 shares outstanding) ...................... $ 6.65
============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED NOVEMBER 30, 2003

INVESTMENT INCOME:
Dividends ..................................................................... $ 1,590,292
Interest ...................................................................... 207,215
-----------
TOTAL INVESTMENT INCOME .............................................. 1,797,507

EXPENSES:
Investment co-advisory fees (Note 2) ............................... $884,867
Interest on outstanding loan payable (Note 10) ..................... 277,251
Administration fee (Note 2) ........................................ 222,580
Legal fees ......................................................... 76,208
Directors fees and expenses (Note 2) ............................... 62,728
Insurance expenses ................................................. 39,207
Printing fees ...................................................... 37,359
Other .............................................................. 133,686
--------
TOTAL EXPENSES ....................................................... 1,733,886
-----------
NET INVESTMENT INCOME ............................................................ 63,621
-----------

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:

Net realized loss on investments sold during the year ......................... (8,075,680)
Change in unrealized appreciation of investments during the year .............. 22,303,711
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ................................. 14,228,031
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................ $14,291,652
===========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC.

--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

FIVE MONTH
YEAR ENDED PERIOD ENDED FOR THE
NOVEMBER 30, NOVEMBER 30, YEAR ENDED
2003 2002 JUNE 30, 2002
------------ ------------ ------------

OPERATIONS:

Net investment income .............................................. $ 63,621 $ 123,855 $ 3,278,007
Net realized loss on investments sold during the year .............. (8,075,680) (2,706,714) (5,632,874)
Change in unrealized appreciation/(depreciation) of investments
during the year ................................................. 22,303,711 (621,771) (2,770,396)
------------ ------------ ------------
Net increase/(decrease) in net assets resulting from operations .... 14,291,652 (3,204,630) (5,125,263)

DISTRIBUTIONS:

Dividends paid from net investment income to shareholders .......... (736,306) -- (3,351,050)
------------ ------------ ------------
TOTAL DISTRIBUTIONS ................................................... (736,306) -- (3,351,050)

CAPITAL SHARE TRANSACTIONS

Proceeds from Rights Offering (Note 8) ................................ 24,581,291 -- --
Expenses incurred for Rights Offering (Note 8) ........................ (159,614) -- --
------------ ------------ ------------
NET INCREASE/(DECREASE) IN NET ASSETS FOR THE YEAR .................... 37,977,023 (3,204,630) (8,476,313)

NET ASSETS:

Beginning of period ................................................ 37,309,037 40,513,667 48,989,980
------------ ------------ ------------
End of period (undistributed net investment income of $115,617
and distribution in excess of investment income of $(108,468) ... $ 75,286,060 $ 37,309,037 $ 40,513,667
============ ============ ============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC.

FINANCIAL HIGHLIGHTS

FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD.

Contained below is per share operating performance data, total investment
returns, ratios to average net assets and other supplemental data. This
information has been derived from information provided in the financial
statements and market price data for the Fund's shares.

YEAR FIVE MONTH
ENDED PERIOD ENDED YEAR ENDED JUNE 30,
NOVEMBER 30, NOVEMBER 30, ----------------------------------------------------
2003 2002(B) 2002 2001 2000 1999
-------- -------- -------- -------- -------- --------

OPERATING PERFORMANCE:
Net asset value, beginning of year... $ 6.59 $ 7.15 $ 8.65 $ 8.96 $ 10.07 $ 10.75
-------- -------- -------- -------- -------- --------
Net investment income/(loss)......... (0.03) 0.02 0.58 0.70 0.67 0.78
Net realized and unrealized gain/(loss)
on investments................. 1.23 (0.58) (1.49) (0.31) (1.02) (0.70)
-------- -------- -------- -------- -------- --------
Total from investment operations..... 1.20 (0.56) (0.91) 0.39 (0.35) 0.08
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends paid from net investment
income to shareholders......... (0.07) -- (0.59) (0.70) (0.76) (0.76)
-------- -------- -------- -------- -------- --------
Total distributions.................. (0.07) -- (0.59) (0.70) (0.76) (0.76)
-------- -------- -------- -------- -------- --------
Anti-Dilutive/(Dilutive) Impact of the
Rights Offering ++............. (1.07) -- -- -- -- --
Net asset value, end of year......... $ 6.65 $ 6.59 $ 7.15 $ 8.65 $ 8.96 $ 10.07
======== ======== ======== ============= ============ ========
Market value, end of year............ $ 5.50 $ 5.22 $ 6.78 $ 8.50 $ 8.25 $ 9.63
======== ======== ======== ============= ============ ========
Total investment return based on net
asset value ................... 2.37%(a) (7.83)%(a) (11.36)%(a) 4.41%(a) (3.70)%(a) 0.64%(a)
======== ======== ======== ============= ============ ========
Total investment return based on
market value .................. 6.89%(a) (23.01)%(a) (14.47)%(a) 11.77%(a) (6.81)%(a) 7.85%(a)
======== ======== ======== ============= ============ ========
RATIOS AND SUPPLEMENTAL DATA:
Ratio of expenses to average net assets 1.93% 4.40% 1.95%+ 1.82%+ 2.51%+ 1.12%
Ratio of expenses including interest
expense to average net assets.. 2.30% -- -- -- -- --
Ratio of net investment income to
average net assets............. 0.08% 0.79% 6.96% 8.03% 7.08% 7.46%
SUPPLEMENTAL DATA:
Portfolio turnover rate.............. 40% 21% 180% 83% 53% 58%
Net assets, end of year (in 000's)... $ 75,286 $ 37,309 $ 40,514 $ 48,990 $ 50,591 $ 56,841
Number of shares outstanding at end of
year (in 000's)................ 11,328 5,664 5,664 5,664 5,644 5,644

----------------------------
(a) Assumes reinvestment of distributions at the market price at reinvestment
date.
(b) Fiscal year end changed to November 30. Prior to this, the fiscal year end
was June 30.
+ For the years ended June 30, 2002, 2001 and 2000, the ratio of expenses to
average net assets excluding the costs attributable to a proxy contest and
related matters was 1.65%, 1.26% and 1.55%, respectively.
++ The Rights Offering was fully subscribed at a subscription price of $4.34
at 5,663,892 shares which equals $24,581,291 in gross proceeds. The Rights
Offering had a (1.06) NAV impact and the $159,614 expenses associated with
the Rights Offering had a (.01) NAV impact.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER GROWTH & INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Boulder Growth & Income Fund, Inc. (the "Fund"), is registered under the
Investment Company Act of 1940, as amended, as a closed-end, non-diversified
management investment company. The policies described below are followed
consistently by the Fund in the preparation of its financial statements in
conformity with accounting principles generally accepted in the United States of
America.

PORTFOLIO VALUATION: The net asset value of the Fund is determined by the
Fund's administrator no less frequently than on the last business day of each
week and month. It is determined by dividing the value of the Fund's net assets
by the number of shares of Common Stock outstanding. The value of the Fund's net
assets is deemed to equal the value of the Fund's total assets less the Fund's
liabilities. Securities listed on a national securities exchange are valued on
the basis of the last sale on such exchange or the NASDAQ Official Close Price
("NOCP") on the day of valuation. In the absence of sales of listed securities
and with respect to securities for which the most recent sale prices are not
deemed to represent fair market value and unlisted securities (other than money
market instruments), 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. Investments
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 reference to valuations of other securities which are
considered comparable in quality, maturity and type. Investments in money market
instruments, which mature in 60 days or less at the time of purchase, are valued
at amortized cost.

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 on
ex-dividend dates. Interest income is recorded on the accrual basis, with
premiums and discounts being amortized or accreted, respectively.

REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement
transactions. The Fund's Management reviews and approves periodically the
eligibility of the banks and dealers with which the Fund enters into repurchase
agreement transactions. The value of the collateral underlying such transactions
is at least equal at all times to the total amount of the repurchase
obligations, including interest. The Fund maintains possession of the collateral
and, in the event of counterparty default, the Fund has the right to use the
collateral to offset losses incurred. There is the possibility of loss to the
Fund in the event the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment
income, if any, are declared and paid annually. Distributions to shareholders
are recorded on the ex-dividend date. Any net realized short-term capital gains
will be distributed to shareholders at least annually. Any net realized
long-term capital gains may be distributed to shareholders at least annually or
may be retained by the Fund as determined by the Fund's Board of Directors.
Capital gains retained by the Fund are subject to tax at the corporate tax rate.
Subject to the Fund qualifying as a registered investment company, any taxes
paid by the Fund on such net realized long-term gains may be used by the Fund's
Shareholders as a credit against their own tax liabilities.

FEDERAL INCOME TAXES: The Fund intends to qualify as a registered
investment company by complying with the requirements under subchapter M of the
Internal Revenue Code of 1986, as amended, applicable to RICs and intends to
distribute substantially all of its taxable net investment income to its
shareholders. Therefore, no Federal income tax provision is required.

Income and capital gain distributions are determined and characterized in
accordance with income tax regulations, which may differ from generally accepted
accounting principles. These differences are primarily due to (1) differing
treatments of income and gains on various investment securities held by the
Fund, including timing differences, (2) the attribution of expenses against
certain components of taxable investment income, and (3) federal regulations
requiring proportional allocation of income and gains to all classes of
Shareholders. The Internal Revenue Code of 1986, as amended, imposes a 4%
nondeductible excise tax on the Fund to the extent the Fund does not distribute
by the end of any calendar year at least (1) 98% of the sum of its net
investment income for that year and its capital gains (both long term and short
term) for its fiscal year and (2) certain undistributed amounts from previous
years.

OTHER: The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
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.

CHANGE IN ACCOUNTING POLICIES: Cash distributions received from the Fund's
investment in real estate investment trusts ("REITs") and registered investment
companies ("RICs") are recorded as income. A portion of these distributions are
returns of capital. Historically, the Fund has estimated the return of capital
portion of the distribution and recorded such as a realized gain and then trued
up the estimate to reflect the actual amount once known. To comply with the
AICPA Accounting Guide for Investment Companies, the Fund now accounts for
returns of capital as unrealized gains and adjusts the cost basis of the
securities. As of November 30, 2003, all accumulated net realized gains relating
to returns of capital from REIT distributions have been reclassified to
unrealized gain.

BOULDER GROWTH & INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. INVESTMENT CO-ADVISORY FEES, DIRECTORS' FEES, ADMINISTRATION FEE, CUSTODY
FEE AND TRANSFER AGENT FEE

Boulder Investment Advisers, L.L.C. ("BIA") and Stewart Investment Advisers
("SIA") serve as the Fund's Co-Investment Advisers ("Advisers"). The Fund pays
the Advisers a monthly fee at an annual rate of 1.25% of the value of the Fund's
average monthly net assets. The equity owners of BIA are Evergreen Atlantic,
LLC, a Colorado limited liability company ("EALLC"), and the Lola Brown Trust
No. 1B (the "Lola Trust"), each of which is considered to be an "affiliated
person" of the Fund as that term is defined in the 1940 Act. Stewart West Indies
trading Company, Ltd. is a Barbados international business company doing
business as Stewart Investment Advisers. SIA receives a monthly fee equal to 75%
of the fees earned by the Advisers, and BIA receives 25% of the fees earned by
the Advisers. The equity owner of SIA is the Stewart West Indies Trust,
considered to be an "affiliated person" of the Fund as that term is defined in
the 1940 Act. The Advisers agreed to waive one half of their fee on the proceeds
from the December 2002 rights offering, and on the proceeds from the $20 million
Line of Credit with Custodial Trust Company of Bear Stearns on April 16, 2003,
until such time as more than 50% of the respective proceeds plus cash on hand at
the time the proceeds were received, are invested, which has since then occured.

Fund Administrative Services, LLC ("FAS") serves as the Fund's
Administrator. Under the Administration Agreement, FAS provides certain
administrative and executive management services to the Fund including:
providing the Fund's principal offices and executive officers, overseeing and
administering all contracted service providers, making recommendations to the
Board regarding policies of the Fund, conducting shareholder relations,
authorizing expenses and other administrative tasks. Under the Administration
Agreement, the Fund pays FAS a monthly fee, calculated at an annual rate of
0.30% of the value of the Fund's average monthly net assets out of which FAS is
required to pay any fees for outsourcing any administrative, custodial or
transfer agency services, which it has done. The equity owners of FAS are EALLC
and the Lola Trust, each of which is a shareholder of the Fund and considered to
be an "affiliated person" of the Fund as that term is defined in the 1940 Act.

Effective October 15, 2003, the Fund pays each Director who is not a
director, officer or employee of the Advisers or FAS a fee of $8,000 per annum,
plus $3,000 for each in-person meeting of the Board of Directors and $500 for
each telephone meeting. In addition, the Chairman of the Board and the Chairman
of the Audit Committee receive $1,000 per meeting and each member of the Audit
Committee receives $500 per meeting. Prior to October 15, 2003, the Fund paid
each Director who is not a director, officer or employee of the Advisers or FAS
a fee of $3,000 for each in-person meeting of the Board of Directors and $500
for each telephone meeting. In addition, the Fund will also reimburse all
Directors for travel and out-of-pocket expenses incurred in connection with such
meetings.

FAS has hired PFPC Inc. ("PFPC"), an indirect, majority-owned subsidiary of
The PNC Financial Services Group Inc., to serve as the Fund's Sub-administrator.
As Sub-administrator, PFPC calculates the net asset value of the Fund's shares
and generally assists in all aspects of the Fund's administration and operation.
Effective September 2, 2003, PFPC serves as the Fund's Transfer Agent. Prior to
September 2, 2003, Mellon Investor Services, LLC, served as the Fund's Transfer
Agent. FAS pays PFPC a fee on a monthly basis based on average net assets. PFPC
Trust Company, an indirect subsidiary of The PNC Financial Services Group Inc.,
serves as the Fund's Custodian. As compensation to PFPC Trust Company, FAS pays
PFPC Trust Company a monthly fee based on the Fund's monthly gross assets.

3. PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of securities for the year ended
November 30, 2003, excluding short-term investments, aggregated $61,275,085 and
$24,716,980 respectively.

At November 30, 2003, aggregate gross unrealized appreciation for all
securities in which there is an excess of value over tax cost was $12,861,408
and aggregate gross unrealized depreciation for all securities in which there is
an excess of tax cost over value was $767,372.

4. COMMON STOCK

At November 30, 2003, 250,000,000 of $0.01 par value Common Stock were
authorized.

5. PORTFOLIO INVESTMENTS, CONCENTRATION AND INVESTMENT QUALITY

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. There are no such limitations with respect
to the balance of the Fund's portfolio, although 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 than it has
been historically and thus may subject shareholders to more risk. The Fund may
hold a substantial position (up to

BOULDER GROWTH & INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

25% of its assets) in the common stock of a single issuer. As of November 30,
2003, the Fund held a significant position in Berkshire Hathaway, Inc., and
thus, the volatility of the Fund's common stock, and the Fund's net assets value
and its performance in general, depends disproportionately more on the
performance of this single issuer than that of a more diversified fund.

At the April 2003 shareholder meeting, Shareholders approved a proposal
that permits the Fund to be concentrated in REITs (real estate investment
trusts). REITs are securities of companies whose primary objective is investment
in real property or providing services to real property interests. The Fund must
invest at least 25% of its assets in REIT securities. The Fund intends to invest
in REIT securities primarily for income. Risks associated with investing in
REITs include the potential for loss of value if there is an underlying decline
in value of the properties in which the REIT invests. Property valuations may
rise and fall with either local economic conditions or with the national
economy. Furthermore, the dividend income paid by a REIT may be reduced or
eliminated. In addition, the Fund bears its ratable share of REIT expenses while
still paying management fees on the Fund assets so invested.

The Fund intends to concentrate its common stock investments in a few
issuers and to take large positions in those issuers, consistent with being a
"non-diversified" fund. As a result, the Fund is subject to a greater risk of
loss than a diversified fund or a fund that has diversified its investments more
broadly. Taking larger positions is also likely to increase the volatility of
the Fund's net asset value reflecting fluctuation in the value of large Fund
holdings. Under normal market conditions, the Fund intends to invest at least
80% of its net assets in common stocks. Common stocks include dividend-paying
closed-end funds and REITs. The portion of the Fund's assets that are not
invested in common stocks may be invested in fixed income securities and cash
equivalents. The term "fixed income securities" includes RICs whose objective is
income, REITs, bonds, U.S. Government securities, notes, bills, debentures,
preferred stocks, convertible securities, bank debt obligations, repurchase
agreements and short-term money market obligations.

6. SIGNIFICANT SHAREHOLDERS

On November 30, 2003, trusts and other entities affiliated with the Horejsi
family owned 2,354,600 shares of Common Stock of the Fund, representing
approximately 20.79% of the total Fund shares.

7. TAX BASIS DISTRIBUTIONS

Income distributions and capital gain distributions are determined in
accordance with income tax regulations, which may differ from generally accepted
accounting principles. The character of distributions paid on a tax basis during
the year ending November 30, 2003 and the five month period ended November 30,
2002 is as follows:

YEAR ENDING PERIOD ENDED
NOVEMBER, NOVEMBER,
2003 2002
---- ----
Distributions paid from:
Ordinary Income ................... $ 736,306 $ 0
Short-Term Capital Gain ........... -- --
Long-Term Capital Gain ............ -- --
--------- --------
$ 736,306 $ 0
========= ========

As of November 30, 2003, the components of distributable earnings on a tax
basis were as follows:

Ordinary Income ................................. $ 248,717
Unrealized Appreciation ......................... 12,094,036
-----------
$12,342,753
===========

The Fund had available for tax basis distributions purposes accumulated
capital and other losses of $19,586,876, of which $1,114,468 will expire on
11/30/2008, $9,936,275 will expire on 11/30/2010 and $8,536,133 will expire on
11/30/2011.

Net investment income and realized gain and loss for federal income tax
purposes differ from that reported in the financial statements because of
permanent and temporary book and tax differences. These differences are
primarily related to differing treatment of long-term capital gains dividends
and excess ordinary distributions received from Real Estate Investment Trusts
and wash sales. Permanent book and tax basis difference of $416,193 and
$(416,193) were reclassified at November 30, 2003 between undistributed net
investment income and accumulated net realized loss on investments,
respectively, for the Boulder Growth & Income Fund, Inc.

BOULDER GROWTH & INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. SHARE REPURCHASE PROGRAM:

In accordance with Section 23(c) of the Investment Company Act of 1940, as
amended, the Fund hereby gives notice that it may from time to time repurchase
shares of the Fund in the open market at the option of the Board of Directors
and upon such terms as the Directors shall determine.

9. RIGHTS OFFERING

On October 15, 2002 the Fund's shareholders approved a transferable rights
offering which would permit shareholders to acquire one new share of the Fund
for each share held. The rights were transferable, which allowed shareholders
who did not wish to exercise their rights to sell them on the New York Stock
Exchange. The record date for determining shareholders eligible to participate
in the rights offering was November 29, 2002. The subscription period was from
December 2, 2002 to December 20, 2002. The Market price for the shares issued
through the rights offering was calculated based on the volume-weighted average
closing price of the Fund's shares from December 16 through December 20, 2003.
The rights offering was fully subscribed and the Fund issued 5,663,892 new
shares at a price of $4.34 each. The total gross proceeds to the Fund were
$24,581,291. As of November 30, 2003, the expense associated with the rights
offering totaled $159,614.

10. LOAN OUTSTANDING

On February 21, 2003 an agreement between the Fund and the 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 $20,000,000
or the maximum amount the Fund is permitted to borrow under the Investment
Company Act of 1940. At November 30, 2003, the Fund had a loan payable in the
amount of $20,000,000 with an interest rate of 2.1188%, calculated at a rate per
annum during each Interest Period equal to 30-day LIBOR on the Interest
Commencement Date of such Interest Period plus 1%. This loan has no maturity
date and can be paid or called at any time.

11. DEFERRED COMPENSATION

At November 30, 2003, the Fund had a deferred compensation liability to a
former Director of the Fund which totaled $133,100 including any accrued
interest.

ADDITIONAL INFORMATION (UNAUDITED)

PRIVACY STATEMENT

Pursuant to SEC Regulation S-P (Privacy of Consumer Financial Information)
the Directors of the Boulder Growth & Income Fund, Inc. have established the
following policy regarding information about the Fund's shareholders. We
consider all shareholder data to be private and confidential, and we hold
ourselves to the highest standards in its safekeeping and use. The Fund collects
nonpublic information (e.g., your name, address, Social Security Number, Fund
holdings) about shareholders from transactions in Fund shares. The Fund will not
release information about current or former shareholders (except as permitted by
law) unless one of the following conditions is met: (i) we receive your prior
written consent; (ii) we believe the recipient to be you or your authorized
representative; or (iii) we are required by law to release information to the
recipient. The Fund has not and will not in the future give or sell information
about its current or former shareholders to any company, individual, or group
(except as permitted by law). The Fund will only use information about its
shareholders as necessary to service or maintain shareholder accounts in the
ordinary course of business. Internally, we also restrict access to shareholder
personal data to those who have a specific need for the records. We maintain
physical, electronic and procedural safeguards that comply with Federal
standards to guard your personal data.

TAX INFORMATION

Of the ordinary income (including short-term capital gain) distributions
made by the Fund during the fiscal year ended November 30, 2003, 78.30% qualify
for the dividend received deduction available to shareholders.

For the fiscal year ended November 30, 2003, 100% of the taxable investment
income qualifies for the 15% dividend tax rate as of January 1, 2003. The above
tax information represents fiscal year end percentages and may differ from those
provided to shareholders at calendar year end as dividend income earned by the
Fund prior to January 1, 2003 does not qualify for the reduced tax rate.

BOULDER GROWTH & INCOME FUND, INC.

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
Boulder Growth & Income Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments of the Boulder Growth & Income Fund, Inc., as of
November 30, 2003, and the related statements of operations for the year then
ended, and the statements of changes in net assets and financial highlights for
the year then ended, the five months ended November 30, 2002 and the year ended
June 30, 2002. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for each of the years in the four-year period
ended June 30, 2001 were audited by other auditors whose report dated August 1,
2001 expressed an unqualified opinion on those statements and financial
highlights.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform our audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 2003 by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Boulder Growth & Income Fund, Inc. as of November 30, 2003, and the results of
its operations, changes in its net assets, and financial highlights for each of
the years or periods described above in conformity with accounting principles
generally accepted in the United States of America.

/S/ KPMG LLP

Boston, Massachusetts
January 2, 2004

BOULDER GROWTH & INCOME FUND, INC.

INFORMATION ABOUT DIRECTORS AND OFFICERS

Set forth in the following table is information about the Directors of the Fund,
together with their address, age, position with the Fund, term of office, length
of time served and principal occupation during the last five years.

NAME, ADDRESS*, AGE POSITION, LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER NUMBER OF
TERM SERVED, AND DIRECTORSHIPS HELD FUNDS IN FUND
TERM OF OFFICE DURING THE PAST FIVE YEARS COMPLEX
OVERSEEN BY
DIRECTOR
---------------------------------------------------------------------------------------------------------------------------

DISINTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------------
ALFRED G. ALDRIDGE, JR. Director of the Fund Retired; from 1982-2002, Sales 2
BRIG. GEN. (RETIRED) since January 2002. Manager of Shamrock Foods Company;
CAL. AIR NATIONAL GUARD Current term expires Director of the Fiesta Bowl, Tempe, AZ
Age: 66 at Annual Meeting since 1997; Director, Boulder Total
for 2004 Return Fund, Inc., since 1999.
---------------------------------------------------------------------------------------------------------------------------

RICHARD I. BARR Director of the Fund Retired; from 1963-2001, Manager of 3
Age: 65 since January 2002. Advantage Sales and Marketing, Inc.;
Current term expires Director and Chairman of the Board,
at Annual Meeting Boulder Total Return Fund, Inc.,
for 2004 since 1999; Director, First Financial
Fund, Inc., since 2001.
---------------------------------------------------------------------------------------------------------------------------

JOEL W. LOONEY Director of the Fund Partner, Financial Management Group, 3
Age: 41 since January, 2002. LLC since July 1999; Director, Boulder
Current term expires Total Return Fund, Inc., since January
at Annual Meeting 2001; Director and Chairman of the Board,
for 2006 First Financial Fund, Inc. since Aug. 2003.
---------------------------------------------------------------------------------------------------------------------------

INTERESTED DIRECTORS**
---------------------------------------------------------------------------------------------------------------------------

SUSAN L. CICIORA Director of the Fund Owner, Superior Interiors (interior 3
Age: 39 since January 2002. design for custom homes) since 1995;
Current term expires at Corporate Secretary, Ciciora Custom
Annual Meeting Builders, LLC since 1995; Trustee of the
for 2006 Brown Trust and the EH Trust; Director,
Boulder Total Return Fund, Inc., since
November 2001; Director, First Financial
Fund, Inc. since Aug. 2003.
---------------------------------------------------------------------------------------------------------------------------

STEPHEN C. MILLER Director and President and General Counsel of 3
Age: 51 Chairman of the Boulder Investment Advisers, LLC ("BIA");
Board since January Manager, Fund Administrative Services,
2002. President of LLC ("FAS"); Vice President of Stewart
the Fund. Current Investment Advisers ("SIA"); Director
term expires at and President of Boulder Total Return
Annual Meeting for Fund, Inc., since 1999; Director and President,
2005 First Financial Fund, Inc. since Aug. 2003;
President and General Counsel, Horejsi, Inc.
(liquidated in 1999); General Counsel,
Brown Welding Supply, LLC (sold in 1999);
Of Counsel, Krassa & Miller, LLC since 1991.
---------------------------------------------------------------------------------------------------------------------------

* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Growth & Income Fund, Inc., 1680 38th Street, Suite 800, Boulder,
Colorado 80301.
** Mr. Miller is an "interested person" because he is an officer of BIA and
SIA, the Fund's investment advisers. Ms. Ciciora is an "interested person"
as a result of the extent of her beneficial ownership of Fund shares and by
virtue of her indirect beneficial ownership of the BIA and FAS.

BOULDER GROWTH & INCOME FUND, INC.

INFORMATION ABOUT DIRECTORS AND OFFICERS--(CONTINUED)

The names of the executive officers of the Fund (other than Mr. Miller, who is
described above) are listed in the table below. Each officer was elected to
office by the Board at a meeting held on January 21, 2003. This table also shows
certain additional information. Each officer will hold such office until a
successor has been elected by the Board.

NAME, ADDRESS, AGE POSITION, LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER DIRECTORSHIPS
TERM SERVED, AND HELD
TERM OF OFFICE DURING THE PAST FIVE YEARS
----------------------------------------------------------------------------------------------------------------------------------

CARL D. JOHNS Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
1680 38th Street, Chief Accounting Manager of FAS, since April, 1999; Vice President,
Suite 800 Officer, Vice President Chief Financial Officer and Chief Accounting Officer,
Boulder, CO 80301 and Treasurer since Boulder Total Return Fund, Inc., since 1999 and First
Age: 40 January 2002. Financial Fund, Inc. since Aug. 2003.
Appointed annually.
----------------------------------------------------------------------------------------------------------------------------------

STEPHANIE J. KELLEY Secretary since January Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street, 2002. Appointed October 27, 2000 and First Financial Fund, Inc.
Suite 800 annually. since Aug. 2003; Assistant Secretary and Assistant
Boulder, CO 80301 Treasurer of various Horejsi Affiliates; employee of
Age: 46 FAS since March 1999.
----------------------------------------------------------------------------------------------------------------------------------

NICOLE L. MURPHEY Assistant Secretary Assistant Secretary, Boulder Total Return Fund, Inc.,
1680 38th Street, since January 2002. since October 27, 2000 and First Financial Fund, Inc.
Suite 800 Appointed annually. since Aug. 2003; employee of FAS since July 1999.
Boulder, CO 80301
Age: 26
----------------------------------------------------------------------------------------------------------------------------------

This Page Left Blank Intentionally.

BOULDER GROWTH & INCOME FUND, INC.
P.O. Box 43027
Providence, RI 02940-3027

[GRAPHIC OMITTED]
MOUNTAIN ART

BOULDER
GROWTH & INCOME
FUND, INC.
(NYSE: BIF)
--------------------------------------------------------------------------------

ANNUAL REPORT
NOVEMBER 30, 2003

DIRECTORS

Brig. Gen (Ret.) Alfred G. Aldridge Jr.
Richard I. Barr
Susan L. Ciciora
Joel W. Looney
Stephen C. Miller

OFFICERS

Stephen C. Miller
President

Carl D. Johns
Vice President and Treasurer

Stephanie J. Kelley
Secretary

Nicole L. Murphey
Assistant Secretary

WWW.BOULDERFUNDS.NET

If you have questions regarding shares you held in a brokerage account contact
your broker, or, if you have physical possession of your shares in certificate
form, contact the Fund's Transfer Agent & Shareholder Servicing Agent -- PFPC,
Inc. at:

P.O. Box 43027
Providence, RI 02940-3027
1-800-331-1710

This report is sent to shareholders of Boulder Growth & Income Fund, Inc. for
their information. It is not a prospectus, circular or representation intended
for use in the purchase or sale of shares of the Fund or of any securities
mentioned in this report.

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.

(b) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, and that relates to any element of
the code of ethics description.

(c) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of
directors has determined that Joel W. Looney is qualified to serve as an audit
committee financial expert serving on its audit committee and that he is
"independent," as defined by the Securities and Exchange Commission.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. [RESERVED]

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Boulder Total Return Fund, Inc. and Boulder Growth & Income Fund, Inc.

PROXY VOTING PROCEDURES

The Board of Directors of the Boulder Total Return Fund, Inc. and Boulder
Growth & Income Fund, Inc. (collectively, the "FUNDS") hereby adopt the
following policies and procedures with respect to voting proxies relating to
portfolio securities held by the Funds (collectively, the "VOTING POLICIES").

1. POLICY. It is the policy of each of the Boards of Directors of the Funds
(the "BOARD") to delegate the responsibility for voting proxies relating to
portfolio securities held by the Funds to Boulder Investment Advisers, L.L.C.
and Stewart Investment Advisers (collectively, the "ADVISER") as a part of the
Adviser's general management of the Funds, subject to the Board's continuing
oversight.1 The voting of proxies is an integral part of the investment
management services that the Adviser provides pursuant to the advisory contract.
Proxy voting policies and procedures are required by Rule 206 (4)-6 of the
Investment Advisers Act of 1940, and will be effective August 6, 2003.

2. FIDUCIARY DUTY. The Adviser, to which authority to vote on behalf of the
Funds is delegated, exercises this voting responsibility as a fiduciary, and
votes proxies in a manner consistent with the best interest of each Fund and its
shareholders, and with the goal of maximizing the value of the Funds and the
shareholders' investments.

3. PROCEDURES. The following are the procedures adopted by the Board for the
administration of this policy:

A. REVIEW OF ADVISER PROXY VOTING PROCEDURES. The Adviser, with advice and
counsel from the Board, shall present to the Board its policies,
procedures and other guidelines for voting proxies at least annually
(the "VOTING GUIDELINES"), and must notify the Board promptly of any
material changes. In accordance with the foregoing, the Adviser has
developed the Voting Guidelines which are attached hereto as EXHIBIT A.

B. CONFLICTS OF INTEREST. In any proxy vote that gives rise to a conflict
of interest2, the Adviser shall vote such proxy in accordance with the
recommendations published for such matter by Institutional Shareholder
Services (or such other independent third party service provider
approved by the Audit Committee and whose business is to consider,
investigate and make recommendations regarding shareholder proxy
matters).

C. VOTING RECORD REPORTING. No less than annually, the Adviser shall report
to the Board a record of each proxy voted with respect to portfolio
securities of the Funds during the respective year. With respect to
those proxies the Adviser has identified as involving a conflict of
interest, the Adviser shall submit a separate report indicating the
nature of the conflict of interest and how that conflict was resolved
with respect to the voting of the proxy.

4. REVOCATION. The delegation by the Board of the authority to vote proxies
relating to portfolio securities of the Funds is entirely voluntary and may be
revoked by the Board, in whole or in part, at any time.

ANNUAL FILING. The Fund shall file an annual report of each proxy voted with
respect to portfolio securities of the Funds during the twelve-month period
ended June 30 on Form N-PX not later than August 31 of each year, commencing
August 31, 2004.

----------------------
1 This policy is adopted for the purpose of the disclosure requirements adopted
by the Securities and Exchange Commission, Releases No. 33-8188, 34-47304,
IC-25922.
2 As it is used in this document, the term "conflict of interest" refers to a
situation in which the Adviser or affiliated persons of the Adviser have a
financial interest in a matter presented by a proxy other than the obligation it
incurs as investment adviser to the Funds which compromises the Adviser's
independence of judgment and action with respect to the voting of the proxy.

Voting Policies and Procedures

5. DISCLOSURES.

a. The Fund shall include in any future registration statement:

i. A description of the Voting Policies and the Voting Guidelines3; and

ii. A statement disclosing that information regarding how the Fund voted
proxies relating to portfolio securities during the most recent
12-month period ended June 30 is available without charge, upon
request, by calling the Funds' toll-free telephone number; or
through a specified Internet address; or both; and on the SEC
website.4

b. The Fund shall include in its Annual and Semi-Annual Reports to
shareholders:

i. A statement disclosing that the Voting Policies and Voting
Guidelines are available without charge, upon request, by calling
the Funds' toll-free telephone number; or through a specified
Internet address; and on the SEC website.5

ii. A statement disclosing that information regarding how the Fund voted
proxies relating to portfolio securities during the most recent
12-month period ended June 30 is available without charge, upon
request, by calling the Fund's toll-free telephone number; or
through a specified Internet address; or both; and on the SEC
website.6

6. RECORDKEEPING REQUIREMENTS. SEC Rule 204-2, as amended, requires advisers to
retain:

1. Proxy voting policies and procedures
2. Proxy statements received regarding client securities
3. Records of votes cast on behalf of clients
4. Records of written client requests
5. Any documents prepared by the adviser material to making a decision
how to vote, or that memorialized the basis for the decision.

7. REVIEW OF POLICY. At least annually, the Board shall review this Policy to
determine its sufficiency and shall make and approve any changes that it deems
necessary from time to time.

------------------
3 This disclosure shall be included in the registration statement next filed on
behalf of the Funds after July 1, 2003.
4 This disclosure shall be included in the registration statement next filed on
behalf of the Funds after August 31, 2004.
5 This disclosure shall be included in the report next filed on behalf of the
Funds after July 1, 2003.
6 This disclosure shall be included in the report next filed on behalf of the
Funds after August 31, 2004.

Page 2

EXHIBIT A - VOTING GUIDLINES
----------------------------

The Funds' and Advisers' proxy voting principles are summarized below, with
specific examples of voting decisions for the types of proposals that are most
frequently presented:

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CATEGORY GUIDELINE VOTING
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BOARD OF DIRECTOR ISSUES The board of directors' primary role is
to protect the interests of all
shareholders. Key functions of the board
are to approve the direction of
corporate strategy, ensure succession of
management and evaluate performance of
the corporation as well as senior
management. The board is accountable to
shareholders, and must operate
independently from management.
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Routine Elections Generally we will vote with management's Generally FOR
recommendation
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Board Classification Generally we are opposed to entrenchment Generally AGAINST
mechanisms and will vote against
proposals to classify a board. We prefer
annual election of directors in order
that shareholders have more power to
replace directors deemed to not be
acting in the shareholders' interest.
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Independence of Directors The majority of board members should be We will generally support boards that
independent from the corporation, have a majority of board members
management or a majority shareholder. An classified as independent.
independent member should not be a
former employee of the company or a
representative of a key supplier to or a
key client of the company.
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Director Indemnification Mandatory indemnification of directors Generally FOR
and officers is necessary to attract
quality candidates.
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Director Attendance Board membership requires a significant We look for attendance records to be in
amount of time in order for the 75% participation range.
responsibilities to be executed, and
attendance at Board and Committee
meetings is noted.
------------------------------------------------------------------------------------------------------------------------------------
Term Limits We are more concerned with the Generally AGAINST but will look at on a
performance of directors and not with case-by-case basis.
the term limits.
------------------------------------------------------------------------------------------------------------------------------------
Separation of Chair and CEO In most cases it is advisable for there In most cases we would support a
to be a separation between the CEO and recommendation to separate the Chair
the Chair to enhance separation of from the CEO. Lead directors are
management interests and shareholders. considered acceptable, and in this
situation an independent Corporate
Governance committee must also be in
place.
------------------------------------------------------------------------------------------------------------------------------------
Committees of the Board Audit, Compensation, Governance and We support the establishment of these
Nominating committees are the most committees, however independent director
significant committees of the board. membership on these committees is the
primary concern. Two-thirds independent
membership is satisfactory, provided
that the chair of each committee is
independent.
------------------------------------------------------------------------------------------------------------------------------------
Audit Process The members of an audit committee should We will generally support the choice of
be independent directors, and the auditors recommended by the Audit
auditor must also be independent. The
auditor should report directly to the
Audit

Voting Policies and Procedures

committee and not to management. Committee. In the event that the auditor
supplies other services for a fee other
than the audit, each situation will be
reviewed on a case-by-case basis.
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VOTING AND ENTRENCHMENT
ISSUES
------------------------------------------------------------------------------------------------------------------------------------
Shareholder Right to Call Special Generally FOR
Meeting
------------------------------------------------------------------------------------------------------------------------------------
Shareholder Right to Act by Generally FOR
Written Consent
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Voting Our experience has been that cumulative Generally AGAINST, although we may
voting is generally proposed by large consider if the board has been
shareholders who may wish to exert undue unresponsive to shareholders.
influence on the board.
------------------------------------------------------------------------------------------------------------------------------------
Confidentiality of Shareholder Like any other electoral system, the We will support any proposals to
Voting voting at annual and special meetings introduce or maintain confidential
should be confidential and free from any voting.
potential coercion and/or impropriety.
------------------------------------------------------------------------------------------------------------------------------------
Size of Board of Directors Generally boards should be comprised of The independence of the board is a
a minimum of seven to a maximum of greater concern than the number of
fifteen. However the complexity of the members. However should a change in
company has an impact on required board board size be proposed as potentially an
size. anti-takeover measure we would vote
against.

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COMPENSATION ISSUES
------------------------------------------------------------------------------------------------------------------------------------
Director Compensation Directors should be compensated fairly We support recommendations where a
for the time and expertise they devote portion of the remuneration is to be in
on behalf of shareholders. We favor the form of common stock. We do not
directors personally owning shares in support options for directors, and do
the corporation, and that they receive a not support retirement bonuses or
substantial portion of their benefits for directors.
remuneration in the form of shares.
------------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT COMPENSATION Compensation plans for executives should Executive compensation will be
be designed to attract and retain the considered on a case-by-case basis.
right people with exceptional skills to
manage the company successfully
long-term. These plans should be
competitive within the company's
respective industry without being
excessive and should attempt to align
the executive's interests with the
long-term interest of shareholders.
------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Incentive Compensation plans should be designed to We will not support plans with options
Compensation Plans reward good performance of executives. priced below current market value or the
They should also encourage management to lowering of the exercise price on any
own stock so as to align their financial previously granted options. We will not
interests with those of the support any plan amendment that is not
shareholders. It is important that these
plans are disclosed to the shareholders
in detail for their approval.

Page A-2

Voting Policies and Procedures

capped or that results in anything but
negligible dilution. We believe that
shareholders should have a say in all
aspects of option plans and therefore
will not support omnibus stock option
plans or plans where the Board is given
discretion to set the terms. Plans will
be considered on a case-by-case basis.
------------------------------------------------------------------------------------------------------------------------------------
Adopt/Amend Employee Stock Considered on a case-by-case basis.
Purchase Plans
------------------------------------------------------------------------------------------------------------------------------------
Golden Parachutes Although we believe that "golden Generally opposed but will consider on a
parachutes" may be a good way to case-by-case basis.
attract, retain and encourage
objectivity of qualified executives by
providing financial security in the case
of a change in the structure or control
of a company, golden parachutes can be
excessive.
------------------------------------------------------------------------------------------------------------------------------------
Require Shareholder Generally FOR
Approval of Golden
Parachutes
------------------------------------------------------------------------------------------------------------------------------------
TAKEOVER PROTECTIONS Some companies adopt shareholder rights We will review each situation on a
plans that incorporate anti-takeover case-bycase basis. We will generally
measures, which may include: poison support proposals that protect the
pills, crown jewel defense, payment of rights and share value of shareholders.
greenmail, going private transactions,
leveraged buyouts, lock-up arrangements,
Fair price amendments, Re-incorporation.
Rights plans should be designed to
ensure that all shareholders are treated
equally in the event there is a change
in control of a company. These plans
should also provide the Board with
sufficient time to ensure that the
appropriate course of action is chosen
to ensure shareholder interests have
been protected. However, many
shareholder rights plans can be used to
prevent bids that might in fact be in
the shareholders best interests.
Depending on their contents, these plans
may also adversely influence current
share prices and long-term shareholder
value.
------------------------------------------------------------------------------------------------------------------------------------
Dual Class Shares It is not unusual for certain classes of Generally AGAINST.
shares to have more than one vote per
share. This is referred to as a dual
class share structure and can result in
a minority of shareholders having the
ability to make decisions that may not
be in the best interests of the majority
of shareholders.
------------------------------------------------------------------------------------------------------------------------------------
Super-Majority Voting Super-majority voting (e.g., 67% of Generally AGAINST. We will generally
Povisions votes cast or a majority of outstanding oppose proposals for voting requirements
shares), although fairly common, can, that are greater than a majority of
from a practical point of view, be votes cast. That said, we will review
difficult to obtain, and essentially are supermajority proposals on a
a bar from effective challenges to case-by-case basis.
entrenched management, regardless of
performance or popularity. A very high
requirement can be unwieldy and
therefore not in the best interest of
the majority of shareholders.

Page A-3

Voting Policies and Procedures

Issuance of Authorized Shares Generally FOR
------------------------------------------------------------------------------------------------------------------------------------
Issuance of Unlimited or Corporations may increase their Generally AGAINST. We will generally
Additional Shares authorized number of shares in order to oppose proposals to increase the number
implement a stock split, to support an of authorized shares to "unlimited", but
acquisition or restructuring plan, to will consider any proposals to increase
use in a stock option plan or to the number of authorized shares on a
implement an anti-takeover plan. case-bycase basis for a valid business
Shareholders should approve of the purpose.
specific business need for the increase
in the number of shares and should
understand that the issuance of new
shares can have a significant effect on
the value of existing shares.
------------------------------------------------------------------------------------------------------------------------------------
Shareholder Proposals Shareholders should have the opportunity Shareholder proposals will be reviewed
to raise their concerns or issues to on a case-by-case basis.
company management, the board and other
shareholders. As long as these proposals
deal with appropriate issues and are not
for the purposes of airing personal
grievances or to obtain publicity, they
should be included on the proxy ballot
for consideration.
------------------------------------------------------------------------------------------------------------------------------------
OTHER MATTERS
------------------------------------------------------------------------------------------------------------------------------------
Stock Repurchase Plans Generally FOR
------------------------------------------------------------------------------------------------------------------------------------
Stock Splits Generally FOR
------------------------------------------------------------------------------------------------------------------------------------
Require Shareholder Approval Generally FOR
to issue Preferred Stock
------------------------------------------------------------------------------------------------------------------------------------
Corporate Loans to Corporate loans, or the guaranteeing of Generally AGAINST
Employees loans, to enable employees to purchase
company stock or options should be
avoided. These types of loans can be
risky if the company stock declines or
the employee is terminated.
------------------------------------------------------------------------------------------------------------------------------------
Blank-cheque Preferred The authorization of blank-cheque Generally AGAINST
Shares preferred shares gives the board of
directors complete discretion to fix
voting, dividend, conversion and other
rights and privileges. Once these shares
have been authorized, the shareholders
have no authority to determine how or
when they will be allocated. There may
be valid business reasons for the
issuance of these shares but the
potential for abuse outweighs the
benefits.
------------------------------------------------------------------------------------------------------------------------------------

Page A-4

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 10. CONTROLS AND PROCEDURES.

(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") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(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 (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
half-year (the registrant's second fiscal half-year in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.

ITEM 11. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 are attached hereto.

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 (Signature and Title)* /S/ STEPHEN C. MILLER
-------------------------------------------------------
Stephen C. Miller, President
(principal executive officer)

Date JANUARY 19, 2004
----------------------------------------------------------------------------

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 (Signature and Title)* /S/ STEPHEN C. MILLER
-------------------------------------------------------
Stephen C. Miller, President
(principal executive officer)

Date JANUARY 19, 2004
----------------------------------------------------------------------------

By (Signature and Title)* /S/ CARL D. JOHNS
-------------------------------------------------------
Carl D. Johns, Vice President and Treasurer
(principal financial officer)

Date JANUARY 20, 2004
----------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.