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

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
              Securities Exchange Act of 1934 (Amendment No. ___)

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                 Filed by a Party other than the Registrant [ ]

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                        [ ] Preliminary Proxy Statement
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                                Rule 14a-6(e)(2))
                         [ ] Definitive Proxy Statement
                      [X] Definitive Additional Materials
              [ ] Soliciting Material Pursuant to Sec. 240.14a-12

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


                             Stephen C. Miller, Esq.
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 444-5483
                   (Name of Person(s) Filing Proxy Statement)

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


Dear Stockholder:


Our records  indicate  that we have not yet  received  your signed proxy card or
electronic vote.

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

There is one  non-routine  proposal  contained in this year's  Proxy  Statement,
Proposal 1, which  classifies the Board of Directors into three separate classes
and makes related changes to the Fund's charter. After careful review, the Board
of Directors, including all of the independent directors, recommends you vote in
favor of the  nominees  for  Director  and vote "FOR" the proposal to approve an
amendment  to the  Charter as detailed  in your proxy  statement.  A copy of the
proxy  statement  is available by calling the toll free number shown below or by
going to the Fund's website at www.boulderfunds.net.

                                 1-800-992-2856

If you have already voted,  we thank you for your prompt  response.  If you have
not voted,  we  encourage  you to do so without  delay.  Your vote is needed and
valued, regardless of the number of shares you own. Please vote FOR all nominees
and FOR Proposal 1. In the event that two proxies are received from you, the one
bearing the latest date will be counted,  as it automatically  revokes all prior
proxies. If you have questions regarding voting, please call 1-800-992-2856.

Thank you for voting!

Sincerely,

/s/ Stephanie Kelly

STEPHANIE KELLEY
Secretary