[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301



March  ____, 2005



Dear Fellow Stockholder,

     You are cordially invited to attend the 2005 Annual Meeting of Stockholders
of Boulder Growth & Income Fund,  Inc.,  which will be held on April 26, 2005 at
9:00  a.m.  Mountain  Standard  Time  (local  time),  at the  Millennium  Resort
McCormick Ranch, 7401 N. Scottsdale Road,  Scottsdale,  Arizona.  Details of the
business to be presented at the meeting can be found in the accompanying  Notice
of Annual Meeting and Proxy Statement.

     There are four non-routine proposals contained in this Proxy: The first two
are corporate governance matters which establish the number of directors at five
and change the voting standard for stockholder  approved bylaws to a majority of
votes  entitled to be cast. The third and forth  proposals  eliminate the Fund's
fundamental restriction on investing in options and foreign securities.

     As Chairman of the Board, I encourage you to support each of the proposals.
After  careful  review by the  independent  directors,  the  Board of  Directors
unanimously  approved and has recommended to stockholders that they approve each
of the proposals.

     We hope you plan to attend the meeting. Your vote is important.  Whether or
not you are able to attend,  it is important  that your shares be represented at
the  Meeting.  Accordingly,  we ask that you  please  sign,  date and return the
enclosed  Proxy Card or vote via  telephone  or the  Internet  at your  earliest
convenience.

     On behalf of the Board of Directors and the  management of Boulder Growth &
Income Fund, I extend our appreciation for your continued support.

Sincerely,

/s/ Joel W. Looney

Joel W. Looney

Chairman of the Board





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To Be Held on April 26, 2005


To the Stockholders:

     Notice is hereby given that the Annual Meeting of  Stockholders  of Boulder
Growth & Income Fund, Inc. (the "Fund"), a Maryland corporation, will be held at
the Millennium  Resort McCormick Ranch,  7401 N. Scottsdale  Road,,  Scottsdale,
Arizona at 9:00 a.m. Mountain Standard Time (local time), on April 26, 2005, for
the following purposes:

     1.   The election of Directors of the Fund (Proposal 1).

     2.   An amendment  to the Charter to  establish  the number of Directors at
          five (5) (Proposal 2).

     3.   An  amendment  to  the  Charter   changing  the  voting  standard  for
          stockholders  to amend or adopt  Bylaws to the  affirmative  vote of a
          majority of all the votes entitled to be cast on the matter  (Proposal
          3).

     4.   To approve or disapprove  the  elimination  of the Fund's  fundamental
          investment  restriction  on writing,  purchasing  or selling  puts and
          calls (Proposal 4).

     5.   To approve or disapprove  the  elimination  of the Fund's  fundamental
          investment  restriction  regarding  investment  in foreign  securities
          (Proposal 5).

     6.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments and postponements thereof.

     The Board of  Directors  of the Fund has fixed  the  close of  business  on
February 28, 2005 as the record date for the  determination  of  stockholders of
the Fund entitled to notice of and to vote at the Annual Meeting.

                                   By Order of the Board of Directors,
                                   /s/ Stephanie Kelley
                                   STEPHANIE KELLEY
                                   Secretary
March ___, 2005





--------------------------------------------------------------------------------
STOCKHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETING ARE  REQUESTED  TO
COMPLETE,  SIGN AND DATE THE  ENCLOSED  PROXY  CARD.  THE PROXY  CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.

STOCKHOLDERS  WHO HAVE  QUESTIONS  OR NEED  ASSISTANCE  IN  VOTING  MAY  CONTACT
MACKENZIE   PARTNERS,   INC.  TOLL  FREE  AT   1-800-322-2885  OR  BY  EMAIL  AT
PROXY@MACKENZIEPARTNERS.COM
--------------------------------------------------------------------------------




                      Instructions for Signing Proxy Cards


     The following general rules for signing proxy cards may be of assistance to
you and may avoid the time and expense to the Fund involved in  validating  your
vote if you fail to sign your proxy card properly.

     1.  Individual  Accounts:  Sign  your name  exactly  as it  appears  in the
registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

     3. All Other  Accounts:  The capacity of the  individual  signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:


                                                                    
            Registration                                               Valid Signature

            Corporate Accounts
            (1)  ABC Corp.                                             ABC Corp.
            (2)  ABC Corp.                                             John Doe, Treasurer
            (3)  ABC Corp., c/o John Doe Treasurer                     John Doe
            (4)  ABC Corp. Profit Sharing Plan                         John Doe, Trustee

            Trust Accounts
            (1)  ABC Trust                                             Jane B. Doe, Trustee
            (2)  Jane B. Doe, Trustee, u/t/d 12/28/78                  Jane B. Doe

            Custodian or Estate Accounts
            (1)  John B. Smith, Cust.,                                 John B. Smith
                  f/b/o John B. Smith, Jr. UGMA
            (2)  John B. Smith                                         John B. Smith, Jr., Executor






[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

             QUESTIONS & ANSWERS REGARDING THE MEETING AND PROPOSALS


Question 1: What is the purpose of the Annual Meeting?

Answer:  At the Meeting,  stockholders  will be asked to vote on the election of
directors,  two corporate governance proposals (i.e.,  Proposals 2 and 3), which
involve amending the Fund's charter (the "Corporate Governance Proposals"),  and
two  proposals  which  eliminate  two  of  the  Fund's  fundamental   investment
restrictions.

Question 2: Who is being nominated for election at the Meeting?

Answer:  The Board has nominated the following five  Directors,  each to serve a
one-year term until the annual  meeting in 2006 and until their  successors  are
duly elected and qualify:  Richard I. Barr, Joel W. Looney,  Alfred G. Aldridge,
Jr., John S. Horejsi, and Dennis R. Causier.

Question 3: Why is the Board recommending the Corporate Governance Proposals?

Answer: The Board is recommending the Corporate  Governance Proposals to enhance
and clarify  certain  proposals that were approved by  stockholders  at the 2004
Annual Meeting.  Last May, after stockholders  approved a comprehensive range of
corporate  governance  proposals,  the Board determined that several  additional
changes should be made in order to give the effect  intended by the Board,  that
is, to balance the efficiency of operating the Fund with stockholders  having an
effective voice. The first of these is a charter  amendment that established the
"maximum" number of directors at five (5). The Board believes  stockholders will
be better served if the number of directors is instead "fixed" at five, no more,
no less, in order to avoid  altogether  the common abuse of  manipulating  board
size to affect the voting impact of directors. The second is a charter amendment
that would permit  stockholders to amend bylaws with a "majority of votes cast."
The Board has  determined  that this  standard was perhaps too relaxed and might
encourage  unwanted activism and nuisance  proposals to change bylaws that would
be costly and result in a diversion to the important business of the Funds.

Question  4: Why is the  Board  recommending  changing  the  Fund's  fundamental
investment policy regarding investments in foreign securities?

Answer:  The Fund  currently  is  limited to  investing  no more than 20% of its
assets in  foreign  securities.  The Board  believes  that  this  provision  may
unnecessarily  restrict  its  participating  in and  profiting  from  attractive
foreign securities.  With the introduction of the Euro and the recent decline in
the relative  strength of the U.S.  Dollar,  the Fund needs the  flexibility  to
invest a larger  percentage of its assets in the securities of foreign  issuers.
The Advisers believe that foreign stocks, especially those that trade on foreign
exchanges in foreign currencies,  may present the Fund better opportunities than
those currently found in the U.S.

Question  5: Why is the  Board  recommending  changing  the  Fund's  fundamental
investment policy regarding puts and calls?

Answer:  The Advisers  believe that this provision  unnecessarily  restricts the
Fund from participating in and profiting from buying, selling or writing options
on  securities.  This  restriction  was  originally  placed  on the  Fund at its
inception, under its former name, USLife Income Fund, and its former advisor. At
the time it was likely put in place to assure prospective  stockholders that the
advisor  would  not  participate  in  the  options   market,   due  to  leverage
considerations  and the general viewpoint from the public's eye that the options
market is  speculative.  The Fund currently is prohibited from investing in puts
and  calls  (i.e.,   options).   The  Advisers  believe  that  this  restriction
unnecessarily  restricts  the Fund from the  opportunity  to profit from buying,
selling and writing options. Options give the right to buy or sell a security at
a set price on or before a date  certain.  The Advisers  would be most likely to
use options in arbitrage situations.  The Advisers may also use options to hedge
certain perceived risks.



Question 6: How do the Horejsi Affiliates (as defined below at Page 2) intend to
vote on the Corporate Governance Proposals?

Answer: The Horejsi Affiliates intend to vote in favor of each of the Proposals,
including each Corporate Governance Proposal.

Question 7: How does the Board recommend that  stockholders  vote on the various
proposals?

Answer:  If no  instructions  are indicated on your proxy,  the  representatives
holding proxies will vote in accordance with the  recommendations  of the Board.
The  Board,  including  all  of  the  Independent  Directors,   has  unanimously
recommended that stockholders vote FOR all of the Proposals.

Question 8: Who is entitled to vote?

Answer:  Stockholders  of record at the close of business  on February  28, 2005
(the "Record  Date") are entitled to notice of and to vote at the Meeting.  Each
of the shares  outstanding on the Record Date is entitled to one vote on each of
the Proposals.

Question 9: What is the required quorum for the Meeting?

Answer: The holders of at least a majority of the outstanding common shares must
be  represented  at the  Meeting,  either in  person  or by  proxy,  in order to
constitute a quorum permitting  business to be conducted at the Meeting.  If you
have completed,  executed and returned valid proxy instructions (in writing,  by
phone or by Internet) or attend the Meeting and vote in person, your shares will
be counted for purposes of  determining  whether there is a quorum,  even if you
abstain from voting on any or all matters introduced at the Meeting.

Question 10: How do I vote?

Answer:  Your  vote is very  important.  Stockholders  can vote in person at the
Meeting or authorize proxies to cast their votes ("proxy voting") by proxy. Most
stockholders   will  have  a  choice  of  proxy  voting  over  the  Internet  at
http://www.proxyvote.com, by using a toll-free telephone number or by completing
a Proxy Card and mailing it in the postage-paid envelope provided.  Please refer
to your Proxy Card or the  information  forwarded by your bank,  broker or other
nominee to see which options are available to you. If you proxy vote by Internet
or  telephone,  you do NOT need to return your Proxy Card. If you vote by proxy,
the  individuals  named on the Proxy Card as proxy holders will vote your shares
in accordance with your instructions. You may specify whether your shares should
be voted for all,  some or none of the  nominees  for  director and whether your
shares  should be voted for or against  the other  proposals.  If you execute an
otherwise valid proxy but do not provide voting instructions,  the persons named
as proxies will cast your votes FOR all of the Proposals.

Question 11: Can I revoke or change my proxy?

Answer:  Yes. You may change or revoke your proxy at any time before the Meeting
by timely  delivery of a properly  executed,  later-dated  proxy  (including  an
Internet or phone vote), by sending a written revocation to the Secretary of the
Fund at the Fund's address listed on the accompanying  Notice of Meeting,  or by
attending  and voting in person at the Meeting.  The powers of the proxy holders
will be  suspended  with  respect to your  shares if you  attend the  meeting in
person and so request, but attendance at the Meeting will not by itself revoke a
previously granted proxy.





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 26, 2005

                                 PROXY STATEMENT

     This proxy statement ("Proxy  Statement") for Boulder Growth & Income Fund,
Inc., a Maryland  corporation ("BIF" or the "Fund"),  is furnished in connection
with the solicitation of proxies by the Fund's Board of Directors (collectively,
the "Board" and individually,  the "Directors") for use at the Annual Meeting of
Stockholders  of the Fund to be held on Tuesday,  April 26,  2005,  at 9:00 a.m.
Mountain  Standard Time (local time), at the Millennium  Resort McCormick Ranch,
7401 N. Scottsdale  Drive,  Scottsdale,  Arizona,  and at any  adjournments  and
postponements   thereof  (the   "Meeting").   A  Notice  of  Annual  Meeting  of
Stockholders and proxy card for the Fund accompany this Proxy  Statement.  Proxy
solicitations will be made,  beginning on or about March ___, 2005, primarily by
mail, but proxy solicitations may also be made by telephone,  by Internet on the
Fund's web site,  telegraph or personal interviews  conducted by officers of the
Fund and PFPC Inc., the transfer  agent of the Fund, and by MacKenzie  Partners,
Inc. ("MacKenzie"), the Fund's proxy solicitor. MacKenzie's fee to assist in the
solicitation  of proxies is estimated to be $______ plus expenses.  The costs of
proxy  solicitation and expenses  incurred in connection with the preparation of
this Proxy  Statement and its enclosures will be paid by the Fund. The Fund also
will  reimburse  brokerage  firms and others for their  expenses  in  forwarding
solicitation  material to the  beneficial  owners of its  shares.  The Board has
fixed the close of business on February 28, 2005 as the record date (the "Record
Date") for the  determination of stockholders  entitled to notice of and to vote
at the Meeting.

     The Annual Report of the Fund,  including audited financial  statements for
the fiscal  period ended  November 30,  2004,  has been mailed to  stockholders.
Additional  copies  are  available  upon  request,  without  charge,  by calling
[1-800-331-1710].  The report is also viewable  online at the Fund's  website at
www.boulderfunds.net.  The report is not to be  regarded  as proxy  solicitation
material.

     Boulder Investment Advisers,  L.L.C.  ("BIA"), 1680 38th Street, Suite 800,
Boulder,  Colorado 80301 and Stewart  Investment  Advisers  ("SIA"),  Bellerive,
Queen Street, St. Peter, Barbados,  currently serve as co-investment advisers to
the Fund.  BIA and SIA are  collectively  referred to herein as the  "Advisers".
Fund Administrative Services, L.L.C., serves as co-administrator to the Fund and
is located at 1680 38th Street,  Suite 800, Boulder,  Colorado 80301.  Investors
Bank & Trust  Company  ("IBT") acts as the  co-administrator  to the Fund and is
located at 200 Clarendon Street, Boston, Massachusetts 02116. PFPC Inc. ("PFPC")
acts as the transfer  agent to the Fund and is located at 4400  Computer  Drive,
Westborough, Massachusetts 01581.

     If the enclosed  proxy is properly  executed and returned by April 26, 2005
in time to be voted at the Meeting,  the Shares (as defined  below)  represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked  thereon,  a proxy will be voted FOR the
election of the nominees for Directors,  FOR each of the other Proposals and, in
the discretion of the proxy holders, on any other matters that may properly come
before  the  Meeting.  Any  stockholder  who has  given a proxy has the right to
revoke it at any time prior to its exercise  either by attending the Meeting and
casting his or her votes in person or by  submitting a letter of revocation or a
later-dated proxy to the Fund's Secretary at the above address prior to the date
of the Meeting.

     A quorum of the Fund's stockholders is required for the conduct of business
at the  Meeting.  Under the Bylaws of the Fund, a quorum is  constituted  by the
presence in person or by proxy of the  holders of a majority of the  outstanding
shares of the Fund as of the  Record  Date.  In the  event  that a quorum is not
present at the Meeting,  or in the event that a quorum is present but sufficient
votes to approve one or more  proposals are not  received,  the persons named as
proxies  may  propose  and vote for one or more  adjournments  of the Meeting to
permit further solicitation of proxies with respect to any proposal that did not
receive the votes necessary for its passage. With respect to those proposals for
which there is represented a sufficient number of votes in favor,  actions taken
at the Meeting will be approved and implemented irrespective of any adjournments
with  respect to any other  proposals.  Any such  adjournment  will  require the
affirmative vote of a majority of votes cast on the matter at the Meeting.  If a
quorum is present,  the persons  named as proxies will vote those  proxies which
they are entitled to vote FOR any proposal in favor of such an  adjournment  and
will vote those proxies  required to be voted  AGAINST any proposal  against any
such adjournment.



     The Fund has one class of capital stock:  common stock, par value $0.01 per
share (the  "Common  Stock" or the  "Shares").  On the Record  Date,  there were
11,327,784 Shares issued and outstanding.  Each Share is entitled to one vote at
the Meeting and fractional  shares are entitled to  proportionate  shares of one
vote.

     SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares as of
the Record Date by each person who may be deemed by the Fund to beneficially own
5% or more of the Common Stock.




           Name of Owner*             Number of Shares     Number of Shares           Percentage
                                       Directly Owned     Beneficially Owned       Beneficially Owned
------------------------------------- ------------------ ---------------------- -----------------------

                                                                                  
Ernest Horejsi Trust  No. 1B              2,354,600            2,354,600                20.79%
Badlands Trust Company                       ---                 ---**                  20.79%
Stewart R. Horejsi Trust No. 2               ---                 ---**                  20.79%
Aggregate Shares Owned**                  2,354,600            2,354,600                20.79%



* The address of each listed owner is c/o Badlands Trust  Company,  LLC, 3601 C.
Street, Suite 600, Anchorage, AK 99503.

** Excludes  shares owned by the Ernest  Horejsi  Trust No. 1B (the "EH Trust").
Badlands  Trust  Company,  LLC  ("Badlands")  is one of three trustees of the EH
Trust.  Badlands is a trust  company  organized  under the laws of Alaska and is
wholly  owned by the  Stewart  R.  Horejsi  Trust  No. 2, an  irrevocable  trust
organized  by Stewart R.  Horejsi for the benefit of his issue.  The Managers of
Badlands are Larry Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother
of Mr.  Horejsi's  son-in-law  (John Ciciora),  Laura  Rhodenbaugh and Kevin Van
Nortwick.  Badlands and its  managers  disclaim  beneficial  ownership of shares
owned by the EH Trust. Together with Larry Dunlap and Badlands, Ms. Ciciora is a
trustee of the EH Trust and also one of the  beneficiaries  of the EH Trust. Mr.
Miller is an officer  and  President  of  Badlands.  Because  two of the Trust's
trustees  are  required in order for the Trust to vote or  exercise  dispositive
authority with respect to shares owned by the Trust,  Ms. Ciciora and Mr. Miller
each disclaim beneficial ownership of such shares.

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

The EH Trust,  Badlands and the Stewart R. Horejsi Trust No. 2, as well as other
Horejsi  affiliated  trusts and entities are collectively  referred to herein as
the "Horejsi Affiliates". Information as to beneficial ownership in the previous
paragraph has been obtained from a representative of the beneficial  owners; all
other information as to beneficial  ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such beneficial owners.

     As of the Record Date, Cede & Co., a nominee  partnership of the Depository
Trust  Company,  held of record,  but not  beneficially,  [10,235,192  shares or
90.35%] of Common Stock outstanding of the Fund.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  2,389,729  shares of Common  Stock (this  amount  includes  the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above), representing 21.10% of Common Stock.

     In order  that your  Shares  may be  represented  at the  Meeting,  you are
requested to vote on the following matters:

                                   PROPOSAL 1

                        ELECTION OF DIRECTORS OF THE FUND

     The Charter  provides  that all of the  Directors  stand for election  each
year. The Board has nominated the following five Director  nominees to stand for
election,  each for a one-year term and until their  successors are duly elected
and qualify:  Richard I. Barr, Joel W. Looney, Alfred G. Aldridge,  Jr., John S.
Horejsi and Dennis R. Causier.  At a regularly scheduled meeting of the Board of
Directors  held on October 15,  2004,  the Board  accepted  the  resignation  of
Stephen C. Miller as a Director of the Fund.  The  remaining  directors  elected
Dennis R.  Causier  as Mr.  Miller's  replacement.  Mr.  Miller,  previously  an
interested  director  of the  Fund,  resigned  in order to bring  the Fund  into
compliance with recent SEC regulations that become effective in January 2006 and
which  require  that 75% of the  Board be  non-interested  directors.  The above
nominees have  consented to serve as Directors if elected at the Meeting for the
one-year  term.  If  the  designated   nominees   decline  or  otherwise  become
unavailable for election,  however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.





     INFORMATION ABOUT DIRECTORS AND OFFICERS.  Set forth in the following table
is information about the nominees for election to the Board of Directors, all of
whom are currently Directors of the Fund:




------------------------------ ------------------------ ---------------------------------------------- ------------------
Name, Address*, Age              Position, Length of          Principal Occupation(s) and Other         Number of Funds
                                Term Served, and Term   Directorships Held During the Past Five Years  in Fund Complex+
                                      of Office                                                           Overseen by
                                                                                                           Director
------------------------------ ------------------------ ---------------------------------------------- ------------------

Independent Directors

                                                                                                      
Joel W. Looney,                Director of the Fund     Partner,   Financial  Management  Group,  LLC          3
Chairman                       since January, 2002.     (investment  adviser)  since July 1999;  CFO,
Age:  43                       Chairman of the Board    Bethany  College  from  1995-1999;  Director,
                               of the Fund since        Boulder  Total  Return  Fund,   Inc.,   since
                               October 2004.  Current   January  2001;  Director  and Chairman of the
                               Nominee for a term to    Board,   First  Financial  Fund,  Inc.  since
                               expire at the 2006       August 2003.
                               annual meeting.

Alfred G. Aldridge, Jr.        Director of the Fund     Retired.  From  1982-2002,  Sales  Manager of          2
Brig. Gen. (Retired)           since January 2002.      Shamrock  Foods  Company;   Director  of  the
Cal. Air National Guard        Current Nominee for a    Fiesta   Bowl,    Tempe,   AZ   since   1997;
Age: 67                        term to expire at the    Director,  Boulder  Total Return Fund,  Inc.,
                               2006 annual meeting.     since   1999;   Director,    Maricopa   Youth
                                                        Assistance  Foundation,   Phoenix,  AZ  since
                                                        2004;  Executive  Vice  President,   Business
                                                        Development  Specialists,  Phoenix,  AZ since
                                                        2004.

Richard I. Barr                Director of the Fund     Retired.    From   1963-2001,    Manager   of          3
Age:  66                       since January 2002.      Advantage  Sales  and  Marketing,  Inc  (food
                               Current Nominee for a    brokerage);  Director,  Boulder  Total Return
                               term to expire at the    Fund,  Inc.,  since 1999 and  Chairman of the
                               2006 annual meeting.     Board since 2003;  Director,  First Financial
                                                        Fund, Inc., since 2001.

Dennis R. Causier              Director of the Fund     Retired.  From 1966-2001,  Managing  Director          2
Age:  57                       since October 2004.      and Chairman of P.S.  Group PLC  (engineering
                               Current Nominee for a    and construction);  owner, Professional Yacht
                               term to expire at the    Management    Services;    Director,    First
                               2006 annual meeting.     Financial Fund, Inc. since October, 2004.

------------------------------ ------------------------ ---------------------------------------------- ------------------
Interested Director**
------------------------------ ------------------------ ---------------------------------------------- ------------------

John S. Horejsi                Director of the Fund     President   of  HoJo   Records,   LLC  (music          1
Age: 37                        since May 2004.          producer)  since  2001;  Director  of Horejsi
                               Current nominee for a    Charitable Foundation since 1997.
                               term to expire at the
                               2006 annual meeting.



* Unless  otherwise  specified,  the  Directors'  respective  addresses  are c/o
Boulder  Growth & Income  Fund,  Inc.,  1680 38th  Street,  Suite 800,  Boulder,
Colorado 80301.

** Mr.  Horejsi  is an  "interested  person"  as a result  of the  extent of his
beneficial  ownership  of Fund shares and by virtue of his  indirect  beneficial
ownership of BIA and FAS.

+ Includes the Fund,  Boulder Total Return Fund,  Inc. and First Financial Fund,
Inc.

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

     From the late 1980's  until  January,  2001,  Mr.  Looney  served,  without
compensation,  as  one of  three  trustees  of the  Mildred  Horejsi  Trust,  an
affiliate of the EH Trust.




     The names of the  executive  officers  of the Fund are  listed in the table
below.  Each  officer  was  elected to office by the Board at a meeting  held on
January 21, 2005.  This table also shows certain  additional  information.  Each
officer will hold such office until a successor has been elected by the Board.




------------------------------ -------------------------- ----------------------------------------------------------
                                  Position, Length of
Name, Address, Age             Term Served, and Term of     Principal Occupation(s) and Other Directorships held
                        Office During the Past Five Years
------------------------------ -------------------------- ----------------------------------------------------------

                                                    
Stephen C. Miller              President of the Fund      President of and General  Counsel for Boulder  Investment
1680 38th Street,              since January 2002 and     Advisers,  LLC; Manager,  Fund  Administrative  Services,
Suite 800                      Director from January      LLC  ("FAS");   Vice  President  of  Stewart   Investment
Boulder, CO 80301              2002 through October       Advisers;  Director and President of Boulder Total Return
Age:  52                       2004.  Appointed           Fund,  Inc.,  since 1999  (resigned as Director in 2004);
                               annually.                  Director and President of First Financial Fund, Inc. since 
                                                          2003 (resigned as Director and Chairman in 2004);President 
                                                          and General Counsel, Horejsi, Inc. (liquidated in 1999);
                                                          General Counsel, Brown Welding Supply, LLC (sold in 1999);
                                                          officer of various other Horejsi Affiliates; Of Counsel, 
                                                          Krassa & Miller, LLC since 1991.

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, Chief
Suite 800                      Officer, Vice President    Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80301              and Treasurer since        Total Return Fund, Inc., since 1999 and First Financial
Age: 41                        January 2002.  Appointed   Fund, Inc., since August 2003.
                               annually.

Stephanie J. Kelley            Secretary since January    Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street,              2002.  Appointed           October 2000 and First Financial Fund, Inc., since
Suite 800                      annually.                  August 2003; Assistant Secretary and Assistant Treasurer
Boulder, CO 80301                                         of various Horejsi Affiliates; employee of FAS since
Age:  48                                                  March 1999.

Nicole L. Murphey              Assistant Secretary        Assistant Secretary, Boulder Total Return Fund, Inc.
1680 38th Street,              since January 2002.        since October 2000 and First Financial Fund, Inc. since
Suite 800                      Appointed annually.        August 2003; employee of FAS since July 1999.
Boulder, CO 80301
Age:  28



     Set forth in the following table are the nominees for election to the Board
(all of whom are current  Directors of the Fund)  together with the dollar range
of equity securities  beneficially owned by each Director as of the Record Date,
as well as the  aggregate  dollar range of the Fund's  equity  securities in all
funds overseen in a family of investment companies (i.e., other funds managed by
BIA and SIA (collectively, the "Advisers")).




                                   OWNERSHIP OF THE FUND BY DIRECTORS
---------------------------------------------------------------------------------------------------------

 Independent Directors and Nominees        Dollar Range of Equity          Aggregate Dollar Range of
                                           Securities in the Fund        Equity Securities in All Funds
                                                                          in the Family of Investment
                                                                                   Companies
-------------------------------------- -------------------------------- ---------------------------------
                                                                        
       Alfred G. Aldridge, Jr.               $10,001 to $50,000               $50,000 to $100,000
           Richard I. Barr                   $50,001 to $100,000                 Over $100,000
           Joel W. Looney                    $10,001 to $50,000                  Over $100,000
          Dennis R. Causier                          $0                                $0

  Interested Directors and Nominees
-------------------------------------- -------------------------------- ---------------------------------

           John S. Horejsi                     Over $100,000+                    Over $100,000



+  2,354,600  Shares  of the  Fund are held by the EH  Trust.  Accordingly,  Mr.
Horejsi may be deemed to have indirect beneficial  ownership of such Shares. Mr.
Horejsi disclaims all such beneficial  ownership.  Mr. Horejsi does not directly
own any shares of the Fund.

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

     None  of  the   independent   Directors  or  their  family   members  owned
beneficially  or of record any securities of the Advisers or any person directly
or  indirectly  controlling,  controlled  by, or under  common  control with the
Advisers.



     DIRECTOR AND OFFICER  COMPENSATION.  The following table sets forth certain
information  regarding the  compensation of the Fund's  Directors for the fiscal
year ended November 30, 2004. No persons (other than the independent  Directors,
as set forth below) currently receive compensation from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement  benefits from the Fund.  Directors receive  reimbursement
for travel and other out of pocket  expenses  incurred in connection  with Board
meetings.




                                              Aggregate
                                             Compensation
Name of Person and Position with the        from the Fund       Total Compensation from
Fund                                           Paid to         the Fund and Fund Complex
                           Directors Paid to Directors
----------------------------------------- ------------------- ----------------------------

                                                                      
Alfred G. Aldridge, Jr., Director              $23,000                  $49,500
                                                                       (2 funds)

Richard I. Barr, Director                      $23,000                  $79,000
                                                                       (3 funds)

Joel W. Looney, Director and Chairman          $25,000                  $86,000
of the Board                                                           (3 funds)

Dennis R. Causier, Director                     $4,533                  $10,566
                                                                       (2 funds)

John S. Horejsi, Director                         $0                      $0



Each Director of the Fund who was not a Director,  officer or employee of one of
the  Advisers,  or any of their  affiliates,  receives a fee of $8,000 per annum
plus $3,000 for each in person meeting,  $500 for each Audit  Committee  meeting
and $500 for each telephonic meeting of the Board. In addition,  the Chairman of
the Board and the Chairman of the Audit  Committee  receives  $1000 per meeting.
Each Director of the Fund is reimbursed  for travel and  out-of-pocket  expenses
associated  with attending  Board and Committee  meetings.  The Board held eight
meetings  (four of which  were held by  telephone  conference  call)  during the
fiscal year ended  November 30, 2004.  Each Director  currently  serving in such
capacity  for the entire  fiscal year  attended at least 75% of the  meetings of
Directors and any Committee of which he is a member. Directors currently serving
and who served less than the entire  fiscal  year  attended at least 75% of such
meetings held during their tenure as a Director. The aggregate remuneration paid
to the  Directors  of the Fund for acting as such  during the fiscal  year ended
November 30, 2004 amounted to $75,532.97.


                      COMMITTEES OF THE BOARD OF DIRECTORS

     AUDIT  COMMITTEE;  REPORT  OF AUDIT  COMMITTEE.  The  purpose  of the Audit
Committee is to assist Board oversight of the integrity of the Fund's  financial
statements,  the Fund's compliance with legal and regulatory  requirements,  the
independent auditor's qualifications and independence and the performance of the
Fund's independent  auditors.  The Audit Committee reviews the scope and results
of  the  Fund's  annual  audit  with  the  Fund's  independent  accountants  and
recommends  the  engagement  of  such  accountants.   Management,   however,  is
responsible  for the  preparation,  presentation  and  integrity  of the  Fund's
financial  statements,  and the  independent  accountants  are  responsible  for
planning  and carrying  out proper  audits and  reviews.  The Board of Directors
adopted a written  charter for the Audit  Committee on January 23, 2002 and most
recently  amended the Charter on January 23, 2004. A copy of the Audit Committee
Charter  was  attached as an  appendix  to the Fund's  proxy in 2004.  The Audit
Committee is composed entirely of the Fund's independent  Directors,  consisting
of  Messrs.  Aldridge,  Barr,  Causier  and  Looney.  Each  member  of the Audit
Committee is independent, as that term is defined by the NYSE Listing Standards.
The Audit  Committee  met two times  during the fiscal year ended  November  30,
2004.

     In  connection  with the  audited  financial  statements  as of and for the
period ended  November  30, 2004  included in the Fund's  Annual  Report for the
period  ended  November  30, 2004 (the  "Annual  Report"),  at a meeting held on
January 21, 2005,  the Audit  Committee  considered  and  discussed  the audited
financial  statements  with  management  and the  independent  accountants,  and
discussed  the  audit  of  such  financial   statements   with  the  independent
accountants.

     The Audit  Committee has received the written  disclosures  and letter from
the independent  accountants  required by Independence  Standards Board Standard
No. 1 (Independence  Discussions  with Audit  Committees) and has discussed with
independent  accountants their independence.  The Audit Committee discussed with
the independent  accountants the accounting  principles  applied by the Fund and
such  other  matters  brought to the  attention  of the Audit  Committee  by the
independent  accountants  required by  Statement of Auditing  Standards  No. 61,
Communications With Audit Committees, as currently modified or supplemented.



     The members of the Audit  Committee are not  professionally  engaged in the
practice  of  auditing  or  accounting  and are not  employed by the Fund in any
accounting,  financial  management or internal control capacity.  Moreover,  the
Audit  Committee  relies on and makes no independent  verification  of the facts
presented  to it or  representations  made  by  management  or  the  independent
accountants.  Accordingly,  the Audit Committee's  oversight does not provide an
independent  basis to  determine  that  management  has  maintained  appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures,  designed to assure  compliance  with  accounting  standards and
applicable   laws  and   regulations.   Furthermore,   the   Audit   Committee's
considerations  and discussions  referred to above do not provide assurance that
the audit of the Fund's financial  statements has been carried out in accordance
with generally accepted  accounting  standards or that the financial  statements
are presented in accordance with generally accepted accounting principles.

     Based on its  consideration  of the audited  financial  statements  and the
discussions  referred to above with management and the  independent  accountants
and  subject to the  limitation  on the  responsibilities  and role of the Audit
Committee  set  forth in the  charter  and  those  discussed  above,  the  Audit
Committee  of the Fund  recommended  to the  Board  that the  audited  financial
statements be included in the Fund's Annual Report and be mailed to stockholders
and filed with the SEC.

     Submitted by the Audit Committee of the Fund's Board of Directors:

                  Alfred G. Aldridge, Jr.
                  Richard I. Barr
                  Dennis R. Causier
                  Joel W. Looney

     NOMINATING  COMMITTEE.  The Board of Directors  has a nominating  committee
(the "Nominating Committee") consisting of Messrs. Looney, Aldridge, Causier and
Barr, which is responsible for considering  candidates for election to the Board
in the event a position  is vacated or created.  Each  member of the  Nominating
Committee is independent, as that term is defined by the NYSE Listing Standards.
The Nominating Committee met two times during the fiscal year ended November 30,
2004. The Nominating Committee met on March 17, 2004, to consider the nomination
of John S. Horejsi, the son of Stewart R. Horejsi, the Fund's portfolio manager.
John Horejsi was being  considered to fill a vacancy on the Board resulting from
the resignation of Susan L. Ciciora. At this meeting,  the Nominating  Committee
considered the  qualifications and determined the suitability of John Horejsi to
be Director and resolved to recommend John Horejsi to stockholders  for election
at the 2004 Annual  Meeting.  The Nominating  Committee met again on October 15,
2004 to consider the  nomination  of Dennis R.  Causier.  Mr.  Causier was being
considered  to fill a vacancy on the Board  resulting  from the  resignation  of
Stephen  C.  Miller  as a  Director  of the  Fund.  Mr.  Miller,  previously  an
interested  director  of the  Fund,  resigned  in order to bring  the Fund  into
compliance  with recent SEC regulations  which that become  effective in January
2006 and which  require that 75% of the Board be  non-interested  directors  The
Board of Directors has adopted a charter for the  Nominating  Committee  that is
available on the Fund's website, www.boulderfunds.net.

     The Nominating  Committee  does not have a formal  process for  identifying
candidates. The Nominating Committee takes into consideration such factors as it
deems  appropriate  when  nominating  candidates.   These  factors  may  include
judgment,  skill,  diversity,  experience  with  investment  companies and other
organizations  of comparable  purpose,  complexity,  size and subject to similar
legal  restrictions and oversight,  the interplay of the candidate's  experience
with  the  experience  of other  Board  members,  and the  extent  to which  the
candidate would be a desirable addition to the Board and any committees thereof.
The  Nominating  Committee  will consider all  qualified  candidates in the same
manner.  The  Nominating  Committee may modify its policies and  procedures  for
director  nominees  and  recommendations  in  response  to changes in the Fund's
circumstances, and as applicable legal or listing standards change.

     The Nominating Committee would consider director candidates  recommended by
stockholders  (if a vacancy  were to exist) and  submitted  in  accordance  with
applicable  law and  procedures  as  described  in  this  Proxy  Statement  (see
"Submission of Stockholder  Proposals" below).  Such  recommendations  should be
forwarded to the Secretary of the Fund.

     The Fund does not have a compensation committee.



                          OTHER BOARD-RELATED MATTERS.

     Stockholders who wish to send  communications to the Board should send them
to the  address  of  the  Fund  and to the  attention  of the  Board.  All  such
communications will be directed to the Board's attention.

     The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of  Stockholders;  however,  all of the Directors of the Fund
attended the May 18, 2004 Annual Meeting of Stockholders.



REQUIRED VOTE. The election of Messrs. Looney, Aldridge, Barr, Horejsi and
Causier as Directors will require the affirmative vote of a plurality of the
votes cast by holders of the Common Stock at the Meeting in person or by proxy
on Proposal 1.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.


                                   PROPOSAL 2

      AMENDMENT TO THE CHARTER TO ESTABLISH THE NUMBER OF DIRECTORS AT FIVE

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter  providing that the number of Directors  shall be five.
Any  subsequent  amendment  to this new  Charter  provision  would  require  the
affirmative  vote of the holders of a majority  of all the votes  entitled to be
cast on the matter.  If stockholders  approve this Proposal,  the Fund will take
action to implement  the Proposal by filing the  appropriate  charter  documents
with the State  Department of Assessments of Maryland  ("SDAT").  If approved by
stockholders, Article 5, Section 1 will be repealed in its entirety and replaced
by the following provision:

     The number of directors shall be five.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  Board  and  management  accountability  to  stockholders.   Last  May,
stockholders  approved a charter amendment that established the "maximum" number
of  directors at five (5). In  retrospect,  the Board  determined  that the Fund
would be better served if the number of directors was fixed at five, no more, no
less.  Company  charters  often  contain  provisions  that  permit  the board to
increase  or  decrease  the  number of board  seats in the  board's  discretion.
Currently  the Fund's  Charter  sets a "maximum" on the Board seats at five (5),
leaving it to the  discretion  of the Board to  decrease  that number to no less
than  that  required  by  Maryland  law  (i.e.,  three).  Boards  often use such
provisions in an effort to dilute the voting impact of directors - such as those
elected in proxy  contests - with views  contrary  to those of  management.  The
Board  views the  ability  to  manipulate  the number of members on the Board as
unnecessary and ultimately  ineffective in thwarting  stockholder  activism.  In
addition,  it  potentially  increases Fund expenses and insulates the Board from
stockholders.

The Board  considered  this Proposal as well as Proposal No. 3 at its meeting on
January 21, 2005. The Board has determined that this Proposal  furthers the goal
of ensuring that the Fund's  corporate  governance  policies  maximize Board and
management  accountability  to stockholders  and allow  stockholders  better and
consistent access to effect change in the Fund's governing documents.

Vote  Required.  Approval  of  Proposal 2  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 2.


                                   PROPOSAL 3

        AMENDMENT TO THE CHARTER VESTING IN THE STOCKHOLDERS THE POWER TO
                             AMEND OR ADOPT BYLAWS

     Last May,  stockholders  approved a charter  amendment  that  would  permit
stockholders to amend bylaws with a "majority of votes cast".  After review, the
Board  determined  that the  "majority  of votes cast"  standard was perhaps too
relaxed and might encourage  unwanted activism and nuisance  proposals to change
bylaws  that  would be costly and result in a  diversion  to the more  important
business of the Fund. Accordingly, the Board proposes and unanimously recommends
that  stockholders  approve an  amendment  to the Charter  which would  impose a
"majority of  outstanding  shares"  standard on  stockholders'  ability to adopt
bylaws. If Proposal 3 is approved,  any subsequent proposal to amend the Charter
to alter  stockholders'  power to amend the Bylaws would require the affirmative
vote of the holders of a majority of all outstanding shares.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  Charter  documents  with the
SDAT. If approved by stockholders, Article 4.3 of the Charter will be amended by
deleting  the  phrase  "cast at a  stockholders  meeting  at  which a quorum  is
present;"  with  "entitled  to be cast on the  matter".  Such  that the  amended
Article 4.3 would read as follows:



          The  Bylaws  of the  Corporation,  whether  adopted  by the  Board  of
          Directors  or  the  stockholders,   shall  be  subject  to  amendment,
          alteration  or repeal,  and new Bylaws may be made,  by either (a) the
          affirmative vote of a majority of all the votes entitled to be cast on
          the matter; or (b) the Board of Directors; provided, however, that the
          Board of Directors may not (i) amend or repeal a Bylaw that  allocates
          solely to  stockholders  the power to amend or repeal such  Bylaw,  or
          (ii) amend or repeal  Bylaws or make new Bylaws that  conflict with or
          otherwise  alter  in  any  material   respect  the  effect  of  Bylaws
          previously adopted by the stockholders.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize Board and management accountability to stockholders. The Board believes
that the authority to make,  alter or repeal Bylaws should be a shared authority
between the Board and  stockholders.  This permits the Board to be responsive to
house-keeping as well as substantive matters regarding Fund operations, while at
the same time giving stockholders the power to effect changes should they choose
to do so. However, the Board thinks it is important to place a sufficiently high
barrier on  stockholders'  ability to  initiate  bylaws so as to avoid  unwanted
activism  and  nuisance  proposals  that are  costly  to the  Fund,  divert  its
attention  from its primary  business and are  generally  not in the Fund's best
interest.   The  Board  believes  that  this  Proposal  will   accommodate   the
practicalities  of  managing  the  Fund  while at the same  time  protecting  an
important  right of  stockholders to effect bylaw changes if there is sufficient
and broad stockholder support.

The Board  considered  this Proposal as well as Proposal No. 2 at its meeting on
January 21, 2005. The Board has determined that this Proposal  furthers the goal
of ensuring that the Fund's  corporate  governance  policies  maximize Board and
management  accountability  to stockholders  and allow  stockholders  better and
consistent access to effect change in the Fund's governing documents.

Vote  Required.  Approval  of  Proposal 3  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 3.


                                   PROPOSAL 4

 ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION ON PUTS AND CALLS

     The Board proposes and unanimously recommends that stockholders approve the
elimination of the Fund's fundamental investment policy which prohibits the Fund
from writing, purchasing or selling puts and calls. Currently, one of the Fund's
investment restrictions provides that the Fund may not:

          Write,  purchase or sell puts, calls, or combinations thereof provided
          that this shall not preclude the purchase and sale of warrants, rights
          and convertible securities in accordance with the Fund's policies.

Proposal No. 4 would eliminate this restriction in its entirety.

Reasons for  Proposal.  The Board  believes  that this  provision  unnecessarily
restricts the Fund from  participating in and profiting from buying,  selling or
writing options on securities.  This  restriction  was originally  placed on the
Fund at its inception,  under its former name,  USLife Income Fund. At the time,
it was likely put in place to assure  prospective  stockholders that the advisor
would not participate in the options market, due to leverage  considerations and
the  general  viewpoint  from  the  public's  eye  that the  options  market  is
speculative.  However,  because the Advisers now have a much broader  mandate to
invest  in a much  wider  range  of  equities,  the  Board  believes  that  this
restriction  unduly  limits the  abilities of the Advisers to maximize  investor
return.

     Options give a holder the right to buy or sell a security at a set price on
or before a date certain. A "call" option gives the holder the right to buy, and
a "put"  option  gives the holder the right to sell.  "Writing" an option is the
practice of selling  somebody  else these  rights.  Whether or not the option is
exercised  doesn't  change  the fact  that the  writer of the  option  keeps the
premium.  The options market provides  investors a way to leverage  positions by
putting up a small sum of money to buy or sell control, or potential control, of
securities.  Many option  strategies  are designed for hedging.  The most common
example  is the  holder of a stock who wants to  protect  against  any  downside
movement  in the stock,  without  actually  selling  the stock.  He does this by
purchasing a "put" option on the stock (i.e., the right to sell the stock in the
future for a certain  price).  If the stock declines below the option's  "strike
price"  before its  expiration,  his option gives him the right to "put" or sell
the  security to the holder of the put at the strike  price,  regardless  of the
then current  market price.  This limits the loss the investor  might  otherwise
suffer.



     Investing in options can be speculative because of the leverage that can be
used.  For  example,  rather  than buying 100 shares of an $80 stock for a total
cost of $8,000, a speculator may buy 10 call options (one option gives the right
to buy one round lot of 100  shares)  at $2.00 per  option  for a total  cost of
$2,000.  So, for a short period of time,  this  investor has an interest in this
security  for  1,000  shares  at a cost of $2,000  vs.  100  shares at a cost of
$8,000.  The Fund's Advisers would be most likely to use option strategies in an
arbitrage  situation.  An example would be in a merger situation where Company A
has proposed to buy Company B, and the Advisers may wish to be long one security
and  short  the  other  if  there  is a price  arbitrage.  One  possible  way to
accomplish  this  would be to buy or sell call or put  options.  Currently,  the
Advisers  know of no  arbitrage  situations  in which  they  desire  to use this
strategy. The Advisers may also use options to hedge certain perceived risks.

     The Board  considered  this  Proposal at its  meeting on January 21,  2005.
Notwithstanding the risks mentioned above, the Board believes that approving the
removal  of  this   restriction  on  options  will  benefit  the  Fund  and  its
stockholders  by providing  the Advisers  with the ability to use options if the
circumstances are warranted.

Vote  Required.  Proposal 4 requires the "vote of a majority of the  outstanding
voting securities" (as set forth Section 2(a)(42) of the 1940 Act), that is, the
affirmative  vote of the lesser of (a) 67% or more of the shares of common stock
present  or  represented  by proxy at the  Meeting  or (b) more  than 50% of the
outstanding shares of common stock. The foregoing standard is generally referred
to as a "1940 Act Majority Vote".

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 4.


                                   PROPOSAL 5

     ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
                        INVESTMENT IN FOREIGN SECURITIES

     The Board proposes and unanimously recommends that stockholders approve the
elimination of the Fund's fundamental investment policy regarding investments in
foreign  securities.   Currently,  one  of  the  Fund's  fundamental  investment
restrictions provides that:

          The Fund  shall  invest  no more  than 20% of its  assets  in  foreign
          securities,  except  that the Fund may invest not more than 25% of the
          value of its total  assets in  securities  of, or  guaranteed  by, the
          Government of Canada or of a Province of Canada or any instrumentality
          or political subdivision thereof.

Proposal No. 5 would eliminate this restriction in its entirety.

Reasons for  Proposal.  The Board  believes  that this  provision  unnecessarily
restricts the Fund from  participating in and profiting from attractive  foreign
securities.  Presently, the Fund is close to its foreign-securities limit of 20%
of its  assets.  Similar to the  put-call  restriction  discussed  in Proposal 4
above,  this  restriction  was  originally  placed on the Fund at its inception,
likely to assure prospective stockholders that the advisor would not participate
in foreign  securities  which may have been viewed as  speculative  at the time.
However,  with  the  introduction  of the  Euro and the  recent  decline  in the
relative strength of the U.S. Dollar, the Board believes that the Fund needs the
flexibility  to invest a larger  percentage  of its assets in the  securities of
foreign issuers.  The Board believes that foreign stocks,  especially those that
trade on foreign  exchanges in foreign  currencies,  may present the Fund better
opportunities  than those  currently  found in the U.S.  Because  the Fund is so
close to its  limitation of owning no more than 20% in foreign  securities,  the
Board recommends that stockholders vote in favor of removing this restriction.

     Investments  in foreign  securities  (including  those  denominated in U.S.
dollars)  involve  certain risks not typically  associated  with  investments in
domestic issuers.  These risks can include  political and economic  instability,
foreign  taxation issues,  different or lower standards in accounting,  auditing
and  financial  reporting,  less-developed  securities  regulation  and  trading
systems,  fluctuations in foreign  currency  exchange rates, and the risk that a
country may impose controls on the exchange or repatriation of foreign currency.
These  risks  are  intensified  when  investing  in  countries  with  developing
economies and  securities  of many foreign  issuers may be less liquid and their
prices more volatile than those of comparable domestic issuers. In general, less
information  is  publicly  available  about  foreign  companies  than about U.S.
companies.  Foreign  companies are generally not subject to the same accounting,
auditing and financial reporting  standards as are U.S. companies.  Transactions
in foreign  securities  may be subject to less efficient  settlement  practices,
including extended clearance and settlement  periods.  Foreign stock markets may
be less liquid and less regulated than U.S. stock markets.

     The risks of foreign  investment  are greater for  investments  in emerging
markets.  Although the Advisers do not anticipate investing in emerging markets,
removal of the foreign  securities  restriction  would  permit them to invest in
emerging market countries. Emerging market countries typically have economic and
political systems that are less fully developed,  and can be expected to be less
stable, than those of more advanced countries. Low trading volumes may result in
a lack of liquidity and in price volatility.  Emerging market countries may have
policies  that  restrict  investment  by  foreigners,  or that  prevent  foreign
investors from withdrawing their money at will.



     Since  removal  of  this   restriction  will  permit  the  Fund  to  invest
significantly  in securities  denominated in foreign  currencies,  the Funds may
incur currency conversion costs, and may be affected favorably or unfavorably by
changes in the rates of  exchange  between  those  currencies  and the U.S.  and
foreign  governments or central banks, the imposition of currency controls,  and
speculation.

     The Board  considered  this  Proposal at its  meeting on January 21,  2005.
Notwithstanding the risks mentioned above, the Board believes that approving the
removal of this  restriction on investments in foreign  securities  will benefit
the Fund and its  stockholders  by providing  the  Advisers  with the ability to
invest in foreign securities if the circumstances are warranted.

Vote Required. Approval of Proposal 5 requires a 1940 Act Majority Vote.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 5.



                       SUBMISSION OF STOCKHOLDER PROPOSALS

     All proposals by stockholders of the Fund that are intended to be presented
at the Fund's next Annual Meeting of  stockholders to be held in 2006 must be in
writing and received by the Fund for  consideration  for inclusion in the Fund's
proxy  statement  relating to the meeting no later than [December 6, 2005].  Any
such  proposal  shall set forth as to each  matter the  stockholder  proposes to
bring before the meeting (i) a brief  description of the business  desired to be
brought before the meeting and the reasons for  conducting  such business at the
meeting,  (ii) the name and address,  as they appear on the Fund's books, of the
stockholder proposing such business, (iii) the class and number of shares of the
capital stock of the Fund which are beneficially  owned by the stockholder,  and
(iv) any material  interest of the  stockholder  in such  business.  Stockholder
proposals,  including any accompanying supporting statement,  may not exceed 500
words.  A  stockholder  desiring  to  submit  a  proposal  must be a  record  or
beneficial owner of Shares with a market value of $2,000 and must have held such
Shares for at least one year.  Further,  the  stockholder  must continue to hold
such Shares through the date on which the meeting is held.  Documentary  support
regarding the  foregoing  must be provided  along with the  proposal.  There are
additional  requirements regarding proposals of stockholders,  and a stockholder
contemplating  submission  of a proposal is  referred to Rule 14a-8  promulgated
under the 1934 Act. The timely  submission  of a proposal does not guarantee its
inclusion in the Fund's proxy materials.

     Any  submission of a director  nomination  should  include at a minimum the
following   information:   As  to  each  individual  proposed  for  election  or
re-election as director, the name, age, business address,  residence address and
principal  occupation or employment of such  individual,  the class,  series and
number  of  shares  of  stock of the Fund  that are  beneficially  owned by such
individual,  the date shares were  acquired  and the  investment  intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested  person" of the Fund (as defined in the 1940 Act),  and  information
regarding  such  individual  that  is  sufficient,  in  the  discretion  of  the
Nominating  Committee,  to make such  determination,  and all other  information
relating to such  individual that is required to be disclosed in solicitation of
proxies for election of directors  in an election  contest  (even if an election
contest is not  involved) or is  otherwise  required,  in each case  pursuant to
Regulation 14A (or any successor provision) under the Securities Exchange Act of
1934, as amended, and the rules thereunder  (including such individual's written
consent to being named in the proxy  statement  as a nominee and to serving as a
director  (if  elected)).  In  the  case  of  the  Fund  holding  a  meeting  of
stockholders, any such submission in order to be considered for inclusion in the
Fund's proxy  statement,  should be submitted by a date not later than the 120th
calendar day before the date the Fund's proxy statement was released to security
holders in connection  with the Fund's previous year's annual meeting or, if the
Fund has changed the meeting date by more than 30 days or if no meeting was held
the previous year,  within a reasonable time before the Fund begins to print and
mail its proxy statement.

     A stockholder  may nominate an individual to serve as a director or propose
other business at an annual meeting, even if the stockholder does not submit the
nomination  or proposal for  inclusion in the Fund's  proxy  statement.  In this
case, the stockholder must provide notice to the Fund,  including certain of the
information  described  above,  at least 60 days  before  the date of the annual
meeting.  If less than 70 days' notice or prior public disclosure of the meeting
is given or made to the stockholders,  the stockholder's notice to the Fund must
be  received  by the Fund not later than the close of  business on the tenth day
following the day on which the notice of the date of the annual meeting is given
or the public disclosure was made.



                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  On January 21, 2005, the Audit  Committee of the
Board,  consisting  of those  Directors  who are not  "interested  persons"  (as
defined in the 1940 Act),  selected KPMG LLP ("KPMG"),  99 High Street,  Boston,
Massachusetts 02110-2371, as independent accountants for the Fund for the Fund's
fiscal year ending  November 30, 2005. The selection of KPMG was ratified by the
entire Board.  KPMG also served as independent  accountants for the Fund for the
Fund's fiscal year ending November 30, 2004. A  representative  of KPMG will not
be present at the Meeting but will be available  by  telephone  and will have an
opportunity  to make a statement  if the  representative  so desires and will be
available to respond to appropriate questions.

     Set forth  below are audit fees and  non-audit  related  fees billed to the
Fund for  professional  services  received from KPMG for the Fund's fiscal years
ended November 30, 2003 and 2004, respectively.





              Fiscal Year Ended        Audit Fees       Audit-Related Fees       Tax Fees*          All Other Fees
              -----------------        ----------       ------------------       ---------          --------------

                                                                                             
                  11/30/2003             $22,500                $0                 $5,600                $ 0

                  11/30/2004             $23,600                $0                $ 5,850                $ 0

*    "Tax Fees" are those fees  billed to each Fund by KPMG in  connection  with
     tax  consulting  services,  including  primarily  the review of each Fund's
     income tax returns.



     The Audit Committee  Charter requires that the Audit Committee  pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit  services to be provided by the auditors to the Fund's  investment
adviser and any service  providers  controlling,  controlled  by or under common
control with the Funds' investment adviser  ("affiliates") that provide on-going
services to each Fund, if the engagement  relates directly to the operations and
financial reporting of each Fund, or to establish detailed pre-approval policies
and procedures for such services in accordance with applicable  laws. All of the
audit,  audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal  years ended  November  30, 2003 and  November 30, 2004
were pre-approved by the Audit Committee.

     KPMG has  informed  the Fund that it has no direct  or  indirect  financial
interest in the Fund. For the Fund's fiscal year ended  November 30, 2004,  KPMG
did not provide any non-audit services or bill any fees for such services to the
Funds' investment adviser or any affiliates thereof that provide services to the
Fund. The Horejsi  Affiliates have engaged KPMG from time to time in the past to
provide  various  accounting,  auditing and  consulting  services and  currently
engages KPMG as a consultant with respect to ongoing tax related issues. For the
twelve months ended November 30, 2003, the Horejsi  Affiliates paid $875 to KPMG
for their  services.  For the twelve months ended November 30, 2004, the Horejsi
Affiliates  paid  $3,800 to KPMG for their  services.  The Audit  Committee  has
considered and concluded that the provision of non-audit  services is compatible
with maintaining the auditors' independence.

     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING  COMPLIANCE.  Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act requires the Fund's Directors and
officers,  persons affiliated with the Fund's investment  advisers,  and persons
who own more than 10% of a registered  class of the Fund's  securities,  to file
reports of  ownership  and  changes of  ownership  with the SEC and the New York
Stock  Exchange.  Directors,  officers  and  greater-than-10%  stockholders  are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written  representations  from such  persons,  the Fund believes
that  through the date hereof all such filing  requirements  applicable  to such
persons were complied with.



     BROKER NON-VOTES AND ABSTENTIONS.  An uninstructed proxy for shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not have  discretionary  voting  power on a  particular  matter is a broker
"non-vote".  Proxies that reflect abstentions or broker non-votes  (collectively
"abstentions")  will be counted as shares that are present and  entitled to vote
on the  matter  for  purposes  of  determining  the  presence  of a  quorum.  In
circumstances  where the vote to approve a matter is a percentage  of votes cast
(e.g.,  Proposal  y1),  abstentions  have no effect  because they are not a vote
cast.  Thus,  they will be disregarded  in  determining  the "votes cast" on the
particular  issue.  However,  with respect to Proposals y2 and 3, where the vote
required  to approve  the  matter is the  affirmative  vote of the  holders of a
percentage of the total number of votes entitled to be cast, an abstention  will
have the effect of a vote "against" the respective  proposals.  Similarly,  with
respect to  Proposals 4 and 5, where the vote  required to approve the matter is
the  affirmative  vote of the  holders of either (i) a  percentage  of the total
number  of  votes  entitled  to be  cast  or  (ii) a  percentage  of the  voting
securities present at the meeting,  an abstention will have the effect of a vote
"against" the proposal.



                    OTHER MATTERS TO COME BEFORE THE MEETING

     The Fund does not intend to present any other business at the Meeting,  nor
is it aware  that any  stockholder  intends  to do so.  If,  however,  any other
matters are  properly  brought  before the  Meeting,  the  persons  named in the
accompanying   form  of  proxy  will  vote  thereon  in  accordance  with  their
discretion.


--------------------------------------------------------------------------------
IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  STOCKHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE  THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.
--------------------------------------------------------------------------------




                                      PROXY


                       BOULDER GROWTH & INCOME FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The  undersigned  holder of shares of Common  Stock of  Boulder  Growth & Income
Fund,  Inc., a Maryland  corporation  (the "Fund"),  hereby appoints  Stephen C.
Miller,  Carl D. Johns, and Candace C. Cavalier,  or any of them, as proxies for
the undersigned, with full powers of substitution in each of them, to attend the
Annual  Meeting  of  Stockholders  (the  "Annual  Meeting")  to be  held  at the
Millennium Resort McCormick Ranch, 7401 N. Scottsdale Road, Scottsdale,  Arizona
at 9:00 a.m.  Mountain  Standard Time (local time),  on April 26, 2005,  and any
adjournments or postponements  thereof, to cast on behalf of the undersigned all
votes that the  undersigned  is  entitled  to cast at the Annual  Meeting and to
otherwise  represent the  undersigned  at the Annual Meeting with all the powers
possessed by the  undersigned  if personally  present at the Meeting.  The votes
entitled to be cast will be cast as instructed  below. If this Proxy is executed
but no  instruction is given,  the votes entitled to be cast by the  undersigned
will be cast "FOR" each of the nominees for Director and "FOR" each of the other
proposals described in the Proxy Statement.  The undersigned hereby acknowledges
receipt  of  the  Notice  of  Annual  Meeting  and  Proxy  Statement.  In  their
discretion,  the proxies are  authorized to vote upon such other business as may
properly come before the Meeting.  A majority of the proxies  present and acting
at the Annual  Meeting in person or by  substitute  (or, if only one shall be so
present,  then  that  one)  shall  have and may  exercise  all of the  power and
authority of said proxies  hereunder.  The undersigned  hereby revokes any proxy
previously given.


                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE





Please indicate your vote by an "X" in the appropriate box below.

This proxy,  if properly  executed,  will be voted in the manner directed by the
undersigned  stockholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALs 1 THROUGH 6.

Please refer to the Proxy Statement for a discussion of the Proposals.

1    Election of Directors: Nominees are Richard I. Barr, Joel W. Looney, Alfred
     G.  Aldridge,  Jr.,  John  S.  Horejsi,  and  Dennis  R.  Causier.  
                                          FOR____ WITHHOLD___ FOR ALL EXCEPT ___

Instruction:  If you do not wish your shares voted "for" a  particular  nominee,
mark the "For All  Except"  box and  strike a line  through  the  name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE STOCKHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES

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

STOCKHOLDERS  MAY VOTE WITH RESEPCT TO ALL OF THE  PROPOSALS 2 THROUGH 5  
BY MAKING THE APPROPRIATE OMNIBUS SELECTION TO THE RIGHT
                                      FOR___      AGAINST ___        ABSTAIN ___
------------------------------------------------------------------------- ------

2    An amendment to the Fund's charter (the  "Charter") to establish the number
     of Directors at five (5).
                                      FOR___      AGAINST ___        ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT 

3    An amendment to the Charter  changing the voting standard for  stockholders
     to amend or adopt Bylaws to the  affirmative  vote of a majority of all the
     votes entitled to be cast on the matter.
                                                  FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

4    To eliminate  the Fund's  fundamental  investment  restriction  on writing,
     purchasing or selling puts and calls.
                                      FOR___      AGAINST ___        ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

5    To  eliminate  the  Fund's  fundamental  investment  restriction  regarding
     investment in foreign securities.
                                      FOR___      AGAINST ___        ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

6    TO VOTE AND OTHERWISE  REPRESENT THE  UNDERSIGNED  ON ANY OTHER MATTER THAT
     MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING  OR  ANY  ADJOURNMENT  OR
     POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER


MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT        ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE:  Please sign exactly as your name appears on this Proxy.  If joint owners,
EACH should sign this Proxy. When signing as attorney, executor,  administrator,
trustee, guardian or corporate officer, please give your full title.

Signature:                                  
                   -------------------------

Date:                                       
                   -------------------------

Signature:                                  
                   -------------------------

Date:                                       
                   -------------------------