SCHEDULE 14A INFORMATION

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

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ X ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[   ]    Definitive Proxy Statement
[   ]    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
                          1680 38th Street, Suite 800
                            Boulder, Colorado 80301
                                 (303) 442-2156
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ]   No fee required.

[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         1)       Title of each class of securities to which transactions
                  applies:

         2)       Aggregate number of securities to which transaction applies:

         3)       Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

         4)       Proposed maximum aggregate value of transaction:

         5)       Total fee paid:

[   ]   Fee paid previously with preliminary materials.

[   ]    Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identity the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:
         2) Form, Schedule or Registration Statement No.:
         3) Filing Party:
         4) Date Filed:



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


March ___, 2006


Dear Fellow Stockholder,

     You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of Boulder Growth & Income Fund,  Inc.,  which will be held on April 24, 2006 at
9:00 a.m.  Mountain  Standard Time (local time), at the Scottsdale Plaza Resort,
7200 North 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 three  proposals  contained  in this Proxy.  The first is for the
annual election of Directors. There are also two non-routine proposals contained
in this Proxy.

     The first  non-routine  proposal is for  stockholder  approval of a managed
distribution   policy  for  the  Fund.  The  proposal   contemplates  a  managed
distribution policy in which the Fund would make a consistent,  but not assured,
monthly distribution to all common  stockholders.  In addition to the disclosure
accompanying  the  discussion of Proposal 2, the  accompanying  proxy  statement
contains a Question & Answer  section that  addresses a number of question  that
stockholders may have regarding the proposed managed distribution policy.

     The second  non-routine  proposal is a  housecleaning  item that resolves a
conflict  between a provision in the Fund's charter that establishes the size of
the Board of  Directors  at five,  and a  provision  in the terms of the  Fund's
Auction Market Preferred Stock ("AMPS") that requires an increase in the size of
the Board  when the AMPS  dividends  are in  arrears  for a period of two years.
Under the proposal, the charter provision would be made subject to the provision
in the terms of the AMPS

     As Chairman of the Board, I encourage you to support each of the proposals.
After  careful  review by those  Directors who are not  "interested  persons" as
defined in the Investment Company Act of 1940 (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.  At your  earliest  convenience,  we ask that you please  complete,
sign, date and return the enclosed Proxy Card or authorize proxies via telephone
or the Internet to cast your vote at the meeting.

     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 24, 2006


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 Scottsdale Plaza Resort, 7200 North Scottsdale Road, Scottsdale,  Arizona at
9:00 a.m.  Mountain  Standard Time (local time),  on April 24, 2006, to consider
and vote on the following  Proposals,  all of which are more fully  described in
the accompanying Proxy Statement:

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

     2.   To approve or  disapprove a managed  distribution  policy for the Fund
          (Proposal 2).

     3.   An  amendment to the charter of the Fund to provide that the number of
          directors of the Fund shall be five,  subject to the provisions of any
          class or series of Preferred Stock (Proposal 3).

     4.   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, 2006 as the record date for the  determination  of  stockholders of
the  Fund  entitled  to  notice  of and to vote at the  Annual  Meeting  and any
postponements or adjournments  thereof.  This Proxy Statement,  Notice of Annual
Meeting and proxy card are first being mailed to  stockholders on or about March
__, 2006.




                                    By Order of the Board of Directors,

                                    /s/ Stephanie Kelley

                                    STEPHANIE KELLEY
                                    Secretary
March ___, 2006




--------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZED  PROXIES  VIA  TELEPHONE  OR THE  INTERNET.  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.
--------------------------------------------------------------------------------







                      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  and to approve or  disapprove a managed  distribution  policy for the
Fund and an  amendment  to the  Fund's  Charter  with  regard  to the  number of
directors..

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 2007 and until their  successors  are
duly elected and qualify: Richard I. Barr, Joel W. Looney, Dr. Dean L. Jacobson,
John S. Horejsi,  and Dennis R. Causier.  The holders of Common Stock will elect
three of the five  directors  standing  for election and the holders of the AMPS
will elect the  remaining  two  directors.  Mr.  Barr and Mr.  Horejsi are being
nominated to represent the interests of the holders of the AMPS.

Question 3: What is a Managed Distribution Policy?

Answer:  Proposal 2 asks stockholders to approve a managed  distribution  policy
for the Fund (the "Managed Distribution  Policy"). A managed distribution policy
is a distribution policy whereby common stockholders  receive a consistent,  but
not assured, periodic cash payment. The Managed Distribution Policy contemplated
by Proposal 2 would  provide for monthly  distributions  at the initial  rate of
$0.10 per share per month,  or $1.20  annually,  subject to the Board's right to
suspend,  modify or terminate the Managed  Distribution  Policy at any time. The
Managed Distribution Policy is described in detail under Proposal 2 below.

Question 4: Why is the Fund implementing a Managed Distribution Policy, and what
     advantages are there?

Answer:  A managed  distribution  policy  allows a fund to  provide  a  regular,
periodic  distribution to its common  stockholders which is not dependent on the
amount of income earned or capital  gains  realized by the fund. An equity fund,
such as the  Boulder  Growth  &  Income  Fund,  is  designed  for  investors  to
participate in a professionally  managed portfolio of equity  investments.  Over
the  long-term,  equity  investments  have  historically  provided  higher total
returns than fixed income investments such as bonds. However,  unlike most fixed
income funds,  which pay  stockholders  a regular  dividend  based on the fund's
investment  income,  equity  funds  generally  pay  only one  dividend  per year
consisting  of a relatively  small amount of net  investment  income and any net
realized  capital gains. A managed  distribution  permits a fund to distribute a
predetermined monthly amount,  regardless of when or whether income is earned or
capital gains are realized.  A managed  distribution policy recognizes that many
investors  are willing to accept the  potentially  higher  asset  volatility  of
equity   investments,   but  would  prefer  that  a  consistent  level  of  cash
distributions  are  available  to them  each  month  for  reinvestment  or other
purposes of their choosing.  Furthermore,  the Fund historically has traded at a
discount to its net asset value ("NAV"). In recent years,  managed  distribution
policies appear to have been  effectively  used to narrow trading  discounts for
closed-end  funds, and the Board believes that the Managed  Distribution  Policy
could have a similar  effect on the Fund's  discount.  Of course there can be no
assurance that the Managed  Distribution  Policy will narrow the Fund's discount
or, if this does occur, that it will persist over the long term.

Question 5: Does the Fund need to obtain  exemptive  relief from the  Securities
     and  Exchange  Commission  in order to implement  the Managed  Distribution
     Policy?

Answer: The Fund's management believes that exemptive relief from the Securities
and  Exchange  Commission  ("SEC") is not  required in the near term in order to
implement the Managed  Distribution Policy. In 2004, the Fund applied to the SEC
for exemptive  relief from Section 19(b) of the  Investment  Company Act of 1940
(the  "1940  Act")  and Rule  19b-1  under  the 1940 Act to  enable  the Fund to
institute a managed distribution policy. Section 19(b) of the 1940 Act limits an
investment  company's  ability to make  multiple  distributions  of net realized
long-term capital gains each year,  subject to certain  exceptions  contained in
Rule  19b-1.  Historically,  investment  companies  that  wished to  implement a
managed  distribution  policy requiring  multiple capital gain distributions per
year routinely received exemptive relief from Section 19(b).  However, as of the
date of this Proxy  Statement,  the SEC has not  responded  either  favorably or
unfavorably to the Fund's request for exemptive relief. It is generally believed
that the SEC has  imposed a  moratorium  on  granting  this type of request  for
exemptive  relief  over  concerns  that  inadequate   disclosure  by  investment
companies  regarding the tax  characteristics  of distributions  has resulted in
fund  investors not  understanding  that  distributions  may include a return of
capital and do not necessarily  represent a dividend yield.  Management believes
that,  if  implemented  and managed as  contemplated  in Proposal 2, the Managed
Distribution  Policy  will  not  violate  Section  19(b)  because  the  Fund has
substantial  capital loss  carry-forwards  that may be used to offset the Fund's
realized net capital gains for some period of time.  Accordingly,  the Fund does
not expect that distributions made pursuant to the Managed  Distribution  Policy
will  consist of net  long-term  capital  gains  until the Fund's  capital  loss
carry-forwards  are  exhausted.  If and when the Fund  exhausts its capital loss
carry-forwards, then exemptive relief from Section 19(b) and Rule 19b-1 would be
required in order to continue making managed distributions.  If exemptive relief
is not  granted at that time,  the Fund may be  required  to suspend the Managed
Distribution Policy.


Question 6:  What are the  primary  disadvantages  of the  Managed  Distribution
     Policy?

Answer: One of the disadvantages of the Managed  Distribution  Policy is that it
is subject to modification,  suspension or termination at any time by the Board.
Suspension or termination of the Managed  Distribution Policy may be required if
the  Fund  has  exhausted  its  capital  loss  carry-forwards  and has not  been
successful in obtaining  exemptive relief from Section 19(b) of the 1940 Act and
Rule  19b-1.  It is not  possible  to  predict  when  the  Fund's  capital  loss
carry-forwards will be exhausted.  In addition,  it is uncertain whether the SEC
will  resume  granting  exemptive  relief from  Section  19(b) and Rule 19b-1 or
whether the SEC will impose  conditions on applicants for exemptive  relief that
the Board will find acceptable.  The Board may modify,  suspend or terminate the
Managed  Distribution  Policy for any reason,  including,  for  example,  if the
Managed  Distribution  Policy has the effect of shrinking the Fund's assets to a
level that is determined to be detrimental to Fund stockholders.  The suspension
or  termination  of the  Managed  Distribution  Policy  could have the effect of
abruptly creating a trading discount (if the Fund is trading at or above NAV) or
widening an existing trading discount. An additional disadvantage of the Managed
Distribution  Policy is that, in certain  circumstances  where the Fund utilizes
its capital loss  carry-forwards to offset realized capital gains and pays out a
distribution,  there will likely be a negative tax impact on  stockholders  (see
the more  detailed  response  to Question 9 below).  Furthermore,  if the Fund's
total  return is less than the annual  distribution,  the  Managed  Distribution
Policy  could  have the  effect  of  shrinking  the  assets of the Fund and thus
increasing  the Fund's  expense ratio (i.e.,  the Fund's fixed  expenses will be
spread over a smaller pool of assets).

Question 7: Are the managed distribution payments considered "yield"?

Answer:  No, not necessarily.  Yield is generally a measure of the amount of net
investment income, or earnings,  that are distributed to a fund's  stockholders.
Historically, the Fund has not earned or distributed a significant amount of net
investment income. For example, in 2005 the Fund distributed only $.02 per share
of net investment  income.  We do not want our  stockholders to believe that the
managed  distributions  result  in a "high  yield",  or that the Fund is a "high
yield  fund".   Based  on  its  current  portfolio  makeup,   the  Fund  expects
substantially all of the managed  distribution  payments to consist of return of
capital. Nonetheless, financial publications often perpetuate a misconception by
characterizing  managed distributions by closed-end funds as a dividend "yield",
thus  potentially  confusing  investors  who are  seeking  high yield  financial
products.

Question 8: Will the  Managed  Distribution  Policy  impact the way in which the
     Fund is managed?

Answer:  No, not  significantly.  The Fund's investment  objective will still be
total  return,  and the types of  securities  in which the Fund invests will not
change.  The Advisers do not expect to change the makeup of the portfolio  based
on the payment of a managed distribution, nor will the Advisers make significant
changes to the portfolio or seek to invest in "high  yielding"  securities.  The
Fund currently has a concentration  policy in REITs which requires that the Fund
invest  at least  25% of its  assets  in  REITs,  and this  policy  will  remain
unchanged.  The Fund may carry a slightly  higher cash balance from time to time
in order to fulfill the distribution  payments.  If the Fund carries higher cash
balances during rising equity markets,  the Fund's performance may be negatively
affected  relative  to other  equity  funds.  Conversely,  carrying  higher cash
balances  during  declining  equity  markets  may  positively  affect the Fund's
performance.  The Board has obtained assurances from the Advisers that decisions
with respect to the timing of the purchase or sale of portfolio investments will
not be affected by the Managed  Distribution  Policy.  It is possible,  however,
that  despite  these  assurances  the  Advisers  may  cause  the  Fund to  delay
realization  of  capital  gains to avoid  adverse  income  tax  consequences  to
stockholders  relating to the Managed  Distribution  Policy (i.e.,  the Advisers
might elect to avoid or delay selling a position which they would have otherwise
sold to avoid  realizing  capital  gains or to sell a  position  they would have
otherwise  held to  accelerate  capital  losses for the  purpose  of  offsetting
realized gains).


Question 9: Will the Managed  Distribution  Policy have any tax  consequence for
     stockholders?

Answer:  The  Managed  Distribution  Policy  may have a  negative  tax impact on
stockholders.  If the Fund has net realized  long-term  capital gains during its
fiscal  year,  and the Fund has paid out  distributions  during  the  year,  the
Internal  Revenue  Code  will deem  such  gains to have  been paid out,  even in
circumstances  where the  distributions  have not  resulted in the  violation of
Section 19(b) of the 1940 Act.  These gains will be treated as ordinary  income,
and will be taxed at  ordinary  income tax rates  instead of the more  favorable
long-term capital gain rate.  Moreover,  notwithstanding  the stockholders being
treated as if they have received ordinary income,  the Fund would still lose its
capital loss  carry-forwards  in the amount of the gains realized.  Accordingly,
the payment of managed  distributions  when the Fund is  utilizing  capital loss
carry-forwards   to  offset   realized   capital   gains  will   result  in  tax
inefficiencies for the Fund's stockholders.  The foregoing is not intended to be
a complete discussion on the tax consequences of the Managed Distribution Policy
and  stockholders  are urged to seek their own professional tax advice regarding
this matter.

Question 10: Under what  circumstances  can the Managed  Distribution  Policy be
     terminated?

Answer: Once approved by stockholders and implemented,  the Managed Distribution
Policy  can be  modified,  suspended  or  terminated  at any time by the  Board,
without  any  notice  to  or  approval  by  stockholders.  Because  the  Managed
Distribution Policy will be implemented without an exemption under Section 19(b)
of the 1940 Act and Rule 19b-1, and its continuation  without  violating Section
19(b) and Rule 19b-1  will be  dependent  on a number of factors  over which the
Fund  has no  control  (e.g.,  market  fluctuations),  the  Fund  will  need the
flexibility  to modify,  suspend or terminate  the Managed  Distribution  Policy
immediately  if the Board  deems such  action to be in the best  interest of the
Fund.

Question 11: What is the Purpose of Proposal 3 regarding  and  amendment  to the
     Fund's charter with respect to the number of Directors.

Answer: The purpose of the proposed amendment is to eliminate a conflict between
(i) the language of the Fund's charter which, in its present form,  clearly sets
the number of Directors at five, (ii) the  requirements  imposed by the terms of
the  AMPS  for  the  protection  of  the  holders  of the  AMPS  and  (iii)  the
requirements  imposed  by the 1940 Act which  require  provisions  to be made to
allow the holders of the AMPS to elect a majority of the  Directors  at any time
dividends remain unpaid for a period of two years.

Question  12:  How  does  the  Board  recommend  that  stockholders  vote on the
     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  non-interested  Directors,  has  unanimously
recommended that stockholders vote FOR all of the Proposals.

Question 13: Who is entitled to vote?

Answer:  Stockholders  of record at the close of business  on February  28, 2006
(the "Record Date") are entitled to notice of and to vote at the Meeting and any
postponements  or adjournments  thereof.  Each of the shares  outstanding on the
Record Date is entitled to one vote on each of the Proposals.

Question 14: What is the required quorum for the Meeting?

Answer:  The holders of at least a majority of the  outstanding  shares of stock
(without regard to class) of the Fund 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
proxies (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 15: 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
and signing 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 or their  substitutes  will cast your votes FOR all of
the Proposals.

Question 16: 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  proxy),  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 revoke  your proxy,  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 24, 2006

                                 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  Monday,  April 24,  2006,  at 9:00 a.m.
Mountain  Standard Time (local time),  at the Scottsdale  Plaza Resort,  7200 N.
Scottsdale Drive, Scottsdale, Arizona, and at any adjournments and postponements
thereof (the  "Meeting").  A Notice of Annual Meeting of Stockholders  and proxy
card accompany this Proxy Statement. Proxy solicitations will be made, beginning
on or about March ____,  2006,  primarily by mail, but proxy  solicitations  may
also be made by telephone,  by Internet on the Fund's  website,  or telegraph or
personal  interviews  conducted  by  officers  of the Fund and  PFPC  Inc.,  the
transfer  agent  of the  Fund.  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, 2006 as the record date (the "Record  Date") for the  determination
of  stockholders  entitled  to  notice  of and to  vote at the  Meeting  and any
postponements or adjournments thereof.

     The Annual Report of the Fund,  including audited financial  statements for
the fiscal  year 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 24, 2006
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 (without regard to class) 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 two classes of stock:  common stock, par value $0.01 per share (the
"Common Stock") and preferred  stock,  par value $0.01 per share (the "Preferred
Stock".), 1,000 shares of which have been designated as Auction Market Preferred
Stock (the  "AMPS")  (the  Common  Stock and AMPS are  collectively  referred to
herein as the "Shares").  On the Record Date, the following  number of Shares of
the Fund were issued and outstanding:



             Common Stock                                   AMPs
              Outstanding                               Outstanding
              11,327,784                                   1,000




     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              2,602,100            2,602,100                22.97%
Badlands Trust Company                       ---                 ---**                  22.97%
Stewart R. Horejsi Trust No. 2A              ---                 ---**                  22.97%
Aggregate Shares Owned by Horejsi         2,602,100            2,602,100                22.97%
Affiliates (defined below)**
------------------------------------- ------------------ ---------------------- -----------------------
Phillip Goldstein and Andrew              1,877,300            1,877,300                16.57%
Dakos***
------------------------------------- ------------------ ---------------------- -----------------------
QVT Financial LP****                      1,098,500            1,098,500                9.69%



* 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 Ron Kukes.
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.

*** As stated in Schedule  13D  Amendment  No. 5 filed with the  Securities  and
Exchange Commission on February 23, 2006.

**** As stated in Schedule 13G filed with the Securities and Exchange Commission
on February 23, 2006.

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

     The EH Trust,  Badlands and the Stewart R. Horejsi Trust No. 2A, 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, 10,544,336 shares or 93.08%
of Common Stock outstanding of the Fund.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  2,643,729  shares of Common  Stock (this  amount  includes  the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above) and 0 shares of AMPS, representing 23.34% of Common Stock outstanding and
0% of AMPS.


     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,  Dr. Dean L.  Jacobson.,  John S.
Horejsi and Dennis R.  Causier.  Only the Common  Stock  holders are entitled to
vote for the election of Messrs. Looney, Jacobson and Causier, and only the AMPS
holders are entitled to vote on the election of Messrs.  Barr and Horejsi.  At a
regularly  scheduled meeting of the Board of Directors held on January 26, 2006,
Alfred  G.  Aldridge,  Jr.  notified  the  Board  that he would  not  stand  for
re-election  as Director of the Fund and the Board (upon  recommendation  of the
Nominating  Committee)  nominated Dean L. Jacobson to fill his upcoming vacancy.
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 for the Board.

     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 College1995-1999;  Director,  Boulder
                               of the Fund since        Total Return Fund,  Inc., since January 2001;
                               October 2004.  Current   Director  and  Chairman  of the Board,  First
                               Nominee for a term to    Financial Fund, Inc., since August 2003.
                               expire at the 2007
                               annual meeting.

Dr. Dean L. Jacobson           Current Nominee for a    Founder    and    President    of    Forensic          2
Age: 67                        term to expire at the    Engineering,         Inc.        (engineering
                               200 annual meeting.      investigations);    Professor   Emeritus   at
                                                        Arizona   State   University,   since   1997;
                                                        Professor  of  Engineering  at Arizona  State
                                                        University prior to 1997;  Director,  Boulder
                                                        Total   Return   Fund,   Inc.,   since  2004;
                                                        Director,  First Financial Fund,  Inc., since
                                                        2003.

Richard I. Barr                Director of the Fund     Retired.   Manager,   Advantage   Sales   and          3
Age:  67                       since January 2002.      Marketing, Inc. (food brokerage),  1963-2001;
                               Current Nominee for a    Director,  Boulder  Total Return Fund,  Inc.,
                               term to expire at the    since 1999 and  Chairman  of the Board  since
                               2007 annual meeting.     2003;  Director,  First Financial Fund, Inc.,
                                                        since 2001.

Dennis R. Causier**            Director of the Fund     Retired.   Managing  Director  and  Chairman,          2
Age:  57                       since October 2004.      P.S.    Group    PLC     (engineering     and
                               Current Nominee for a    construction),        1966-2001;       Owner,
                               term to expire at the    Professional   Yacht   Management    Services
                               2007 annual meeting.     (yacht management),  2002-present;  Director,
                                                        First  Financial Fund,  Inc.,  since October,
                                                        2004.
------------------------------ ------------------------ ---------------------------------------------- ------------------
Interested Director***
------------------------------ ------------------------ ---------------------------------------------- ------------------

John S. Horejsi                Director of the Fund     Director  of  Horejsi  Charitable  Foundation          1
Age: 38                        since May 2004.          (private charitable foundation) since 1997.
                               Current nominee for a
                               term to expire at the
                               2007 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.  Causier is a British  citizen and a resident of Spain and  substantially
all of his assets are located outside of the United States.  As a result, it may
be difficult  to realize of courts of the United  States  predicated  upon civil
liabilities  under federal  securities  laws of the United States.  The Fund has
been advised that there is  substantial  doubt as to (i) the  enforceability  in
Spain of such civil  remedies  and  criminal  penalties  as are  afforded by the
federal  securities  laws of the United States,  (ii) whether the Spanish courts
would enforce  judgments of United States courts obtained in actions against Mr.
Causier predicated upon the civil liability provisions of the federal securities
laws, or (iii) whether  Spanish  courts would  enforce,  in an original  action,
liabilities  against Mr. Causier  predicated solely on federal  securities laws.
Mr. Causier has appointed the Secretary of the Fund (presently  Stephanie Kelley
in Boulder, Colorado) as his agent for service of process in any legal action in
the United States,  thus subjecting him to the jurisdiction of the United States
courts.

*** 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
April 26, 2005. This table also shows certain additional  information.  Officers
are elected  annually  and 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 BIA since  1999;
1680 38th Street,              since January 2002 and     Manager, Fund Administrative  Services,  LLC ("FAS" since
Suite 800                      Director from January      1999);  Vice  President  of SIA since 1999;  Director and
Boulder, CO 80301              2002 through October       President of Boulder Total Return Fund,  Inc., since 1999
Age:  53                       2004.  Appointed           (resigned as Director in 2004);  Director  and  President
                               annually.                  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: 43                        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 other entities affiliated with the Horejsi
Age:  49                                                  family; employee of FAS since 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:  29



     Set forth in the following table are the nominees for election to the Board
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
-------------------------------------- -------------------------------- ---------------------------------
                                                                        
           Richard I. Barr                   $50,001 to $100,000                 Over $100,000
           Joel W. Looney                    $10,001 to $50,000                  Over $100,000
          Dean L. Jacobson                           $0                       $50,001 to $100,000
          Dennis R. Causier                  $10,001 to $50,000                  Over $100,000

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

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



+  2,602,100  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,  2005.  No  persons  (other  than the  non-interested
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.  Non-interested
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              $25,000                  $54,000
                                                                       (2 funds)

Richard I. Barr, Director                      $25,500                  $87,000
                                                                       (3 funds)

Dr. Dean Jacobson, Director Nominee               $0                    $57,500
                                                                       (2 funds)

Joel W. Looney, Director and Chairman          $32,500                 $100,000
of the Board                                                           (3 funds)

Dennis R. Causier, Director                    $25,000                  $53,500
                                                                       (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  $1,000
per meeting.  Each non-interested  Director of the Fund is reimbursed for travel
and  out-of-pocket  expenses  associated  with  attending  Board  and  Committee
meetings.  The Board  held ten  meetings,  six of which  were held by  telephone
conference  call) during the fiscal year ended November 30, 2005.  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.  The
aggregate  remuneration  paid to the  Directors  of the Fund for  acting as such
during the fiscal year ended November 30, 2005 amounted to $108,000.



                      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 2004 annual proxy statement.

     The  Audit  Committee  is  composed  entirely  of  the  Fund's  independent
Directors,  consisting of Messrs.  Aldridge, Barr, Causier and Looney. The Board
of Directors has determined  that Joel Looney  qualifies as an "audit  committee
financial  expert," as defined under the  Securities  and Exchange  Commission's
Regulation  S-K,  Item  401(h).  The  Audit  Committee  is  in  compliance  with
applicable  rules  of  the  listing   requirements  for  closed-end  fund  audit
committees, including the requirement that all members of the audit committee be
"financially  literate" and that at least one member of the audit committee have
"accounting  or related  financial  management  expertise," as determined by the
Board.  The Audit  Committee is required to conduct its operations in accordance
with applicable  requirements of the  Sarbanes-Oxley  Act and the Public Company
Accounting  Oversight  Board, and the members of the Audit Committee are subject
to the fiduciary duty to exercise  reasonable care in carrying out their duties.
Each member of the Audit  Committee is  independent,  as that term is defined by
the NYSE Listing Standards. The Audit Committee met four times during the fiscal
year ended November 30, 2005.

     In  connection  with the  audited  financial  statements  as of and for the
period ended  November  30, 2005  included in the Fund's  Annual  Report for the
period  ended  November  30, 2005 (the  "Annual  Report"),  at a meeting held on
January 26, 2006,  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 did not meet during the fiscal year ended November 30,
2005. The Nominating  Committee met on January 16, 2006 and again on January 26,
2006, to consider the nomination of Dean L. Jacobson. Dean L. Jacobson was being
considered  to fill a vacancy on the Board  resulting  from the  resignation  of
Alfred G. Aldridge, Jr. At this meeting, the Nominating Committee considered the
qualifications and determined the suitability of Dean L. Jacobson to be Director
and resolved to recommend Dean L. Jacobson to  stockholders  for election at the
2006  Annual  Meeting.  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,
who were  Directors at the time,  attended the April 26, 2005 Annual  Meeting of
Stockholders.

     Vote  Required.  The  election of Messrs.  Looney,  Jacobson and Causier as
Directors  of the Fund 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; and the election of Messrs.  Barr and Horejsi as Directors of the
Fund will require the  affirmative  vote of a plurality of the votes cast by the
holders of the AMPS 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

             APPROVAL OR DISAPPROVAL OF MANAGED DISTRIBUTION POLICY

     The  Board  unanimously  recommends  that  stockholders  approve  a managed
distribution policy for the Fund (the "Managed Distribution Policy) in an effort
to  narrow  the  Fund's  discount  to  net  asset  value  ("NAV").  The  managed
distribution  policy  contemplated  under  Proposal  2 would  result in  initial
monthly  distributions at the rate of approximately $.10 per share per month, or
$1.20 per share on an annual  basis,  subject to the  Board's  right to suspend,
modify or terminate the Managed Distribution Policy at any time.

Purpose  and  Background  of  the  Managed   Distribution   Policy.   A  managed
distribution policy allows a fund to provide a regular, periodic distribution to
its common stockholders which is not dependent on the amount of income earned or
capital gains realized by the fund. An equity fund, such as the Boulder Growth &
Income  Fund,  is designed  for  investors to  participate  in a  professionally
managed portfolio of equity investments.  Over the long-term, equity investments
have historically  provided higher total returns than fixed income  investments,
such as bonds. However, unlike most fixed income funds, which pay stockholders a
regular dividend based on the fund's investment  income,  equity funds generally
pay a dividend  once per year  consisting  of a  relatively  small amount of net
investment  income and any net realized  capital gains.  A managed  distribution
permits a fund to distribute a predetermined monthly amount,  regardless of when
or  whether  income  is  earned  or  capital  gains  are  realized.   A  managed
distribution  policy  recognizes  that many  investors are willing to accept the
potentially higher asset volatility of equity investments, but would prefer that
a consistent  level of cash  distributions  are available to them each month for
reinvestment  or  other  purposes  of  their  choosing.  Furthermore,  the  Fund
historically  has  traded at a discount  to its NAV.  In recent  years,  managed
distribution  policies  appear to have been  effectively  used to narrow trading
discounts  for  closed-end  funds,  and the  Board  believes  that  the  Managed
Distribution  Policy  could  have a similar  effect on the Fund's  discount.  Of
course  there can be no  assurance  that the  Managed  Distribution  Policy will
narrow the Fund's discount or, if this does occur, it will persist over the long
term.


The  Fund's  management  believes  that  exemptive  relief  from  the SEC is not
required in the near term in order to implement the Managed Distribution Policy.
In 2004, the Fund applied to the SEC for exemptive  relief from Section 19(b) of
the 1940 Act and Rule 19b-1 under the 1940 Act to enable the Fund to institute a
managed distribution policy.  Section 19(b) of the 1940 Act limits an investment
company's  ability to make  multiple  distributions  of net  realized  long-term
capital gains each year, subject to certain exceptions  contained in Rule 19b-1.
Historically,   investment   companies   that  wished  to  implement  a  managed
distribution  policy  requiring  multiple  capital gain  distributions  per year
routinely received exemptive relief from Section 19(b).  However, as of the date
of  this  Proxy  Statement,  the  SEC  has not  responded  either  favorably  or
unfavorably to the Fund's request for exemptive relief. It is generally believed
that the SEC has  imposed a  moratorium  on  granting  this type of request  for
exemptive  relief  over  concerns  that  inadequate   disclosure  by  investment
companies  regarding the tax  characteristics  of distributions  has resulted in
fund  investors not  understanding  that  distributions  may include a return of
capital and do not necessarily  represent a dividend yield.  Management believes
that,  if  implemented  and managed as  contemplated  in Proposal 2, the Managed
Distribution  Policy  will  not  violate  Section  19(b)  because  the  Fund has
substantial  capital loss  carry-forwards  that may be used to offset the Fund's
realized net capital gains for some period of time.  Accordingly,  the Fund does
not expect that distributions made pursuant to the Managed  Distribution  Policy
will  consist of net  long-term  capital  gains  until the Fund's  capital  loss
carry-forwards  are  exhausted.  If and when the Fund  exhausts its capital loss
carry-forwards, then exemptive relief from Section 19(b) and Rule 19b-1 would be
required in order to continue making managed distributions.  If exemptive relief
is not  granted at that time,  the Fund may be  required  to suspend the Managed
Distribution  Policy.  The Fund  intends to  continue  in its  efforts to obtain
exemptive  relief  from  the SEC so that the  Managed  Distribution  Policy  can
continue uninterrupted.

If stockholders  approve the Managed  Distribution  Policy, the Fund would begin
paying a monthly dividend to common  stockholders at an initial rate of $.10 per
share per  month,  or $1.20 per share on an annual  basis.  The rate of  payment
could be changed by the Board in its sole  discretion  at any time  without  any
notice to or consent by stockholders.  Further,  the Managed Distribution Policy
will be subject to immediate  suspension or  termination at any time and for any
reason at the sole discretion of the Board,  without any notice to or consent by
stockholders.  Because  the  Managed  Distribution  Policy  will be  implemented
without an exemption under Section 19(b) of the 1940 Act and Rule 19b-1, and its
continuation without violating Section 19(b) and Rule 19b-1 will be dependent on
a  number  of  factors  over  which  the  Fund  has  no  control  (e.g.,  market
fluctuations),  the Fund  will  need  the  flexibility  to  modify,  suspend  or
terminate the Managed  Distribution  Policy  immediately if the Board deems such
action to be in the best interest of the Fund.

A Note Regarding the Fund's Dividend  Reinvestment  Program. The Fund reinstated
its dividend  reinvestment  program  ("DRIP") in 2004 when it  initially  sought
exemptive relief from Section 19(b). The DRIP allows participating  stockholders
to reinvest the Fund's dividends.  The DRIP is an excellent way for stockholders
to build shares in the Fund  automatically  with each dividend  payment.  If the
Fund's  shares  are  trading at a  discount  to NAV at the time of the  dividend
payment,  the Fund's plan agent  (PFPC,  Inc) will  arrange to buy shares on the
open market as long as the shares  remain at a discount.  If the market price of
the Fund's shares trade at or above the NAV, then the Fund will issue new shares
at the greater of NAV or 95% of the market price per share on the payment  date.
The DRIP program is available to all registered stockholders (i.e., shareholders
who hold stock in their own name, not in street name through a brokerage  firm).
Registered holders are automatically  enrolled in the DRIP.  Shareholders who do
not wish to participate  need to contact the plan agent by phone or by mail, and
request  that their  dividends  be paid in cash,  rather  than in  shares.  Most
stockholders hold their stock through a brokerage firm, which means their shares
are held in "street  name." If they hold their shares in street  name,  they may
participate in the DRIP only if their brokerage firm permits  participation.  If
the  broker  doesn't  participate  in  dividend  reinvestment  programs  and the
stockholder still wishes to be enrolled in the DRIP, they can request that their
broker register shares in their name as the beneficial holder of the stock.

Advantages  and  Disadvantages  of the  Managed  Distribution  Policy.  The  two
principal  advantages  of a  managed  distribution  policy  are that it (i) will
provide a regular,  periodic cash distribution to Fund stockholders and (ii) may
also reduce the trading  discount for the Fund's  common stock,  thus  enhancing
stockholder value. Managed distribution payments,  however, will not necessarily
represent "yield" on a stockholder's  investment in the Fund. Yield is generally
a  measure  of the  amount  of net  investment  income,  or  earnings,  that are
distributed to a fund's stockholders.  Historically,  the Fund has not earned or
distributed a significant amount of net investment income. For example,  in 2005
the Fund  distributed  only $.02 per share of net investment  income.  We do not
want our  stockholders  to believe  that the managed  distributions  result in a
"high  yield",  or that the Fund is a "high  yield  fund".  Based on its current
portfolio makeup, the Fund expects substantially all of the managed distribution
payments to consist of return of capital.  Nonetheless,  financial  publications
often  perpetuate a misconception  by  characterizing  managed  distributions by
closed-end funds as a dividend "yield", thus potentially confusing investors who
are seeking high yield financial products.


One of the principal disadvantages of the Managed Distribution Policy is that it
is subject to modification,  suspension or termination at any time by the Board.
Suspension or termination of the Managed  Distribution Policy may be required if
the  Fund  has  exhausted  its  capital  loss  carry-forwards  and has not  been
successful in obtaining  exemptive relief from Section 19(b) of the 1940 Act and
Rule  19b-1.  It is not  possible  to  predict  when  the  Fund's  capital  loss
carry-forwards will be exhausted.  In addition,  it is uncertain whether the SEC
will  resume  granting  exemptive  relief from  Section  19(b) and Rule 19b-1 or
whether the SEC will impose  conditions on applicants for exemptive  relief that
the Board will find acceptable.  The Board may modify,  suspend or terminate the
Managed  Distribution  Policy for any reason,  including,  for  example,  if the
Managed  Distribution  Policy has the effect of shrinking the Fund's assets to a
level that is determined to be detrimental to Fund stockholders.  The suspension
or  termination  of the  Managed  Distribution  Policy  could have the effect of
abruptly creating a trading discount (if the Fund is trading at or above NAV) or
widening an existing trading discount.

The  Managed  Distribution  Policy  also  may  have a  negative  tax  impact  on
stockholders.  If the Fund has net realized  long-term  capital gains during its
fiscal  year,  and the Fund has paid out  distributions  during  the  year,  the
Internal  Revenue  Code  will deem  such  gains to have  been paid out,  even in
circumstances  where the  distributions  have not  resulted in the  violation of
Section 19(b) of the 1940 Act.  These gains will be treated as ordinary  income,
and will be taxed at  ordinary  income tax rates  instead of the more  favorable
long-term capital gain rate.  Moreover,  notwithstanding  the stockholders being
treated as if they have received ordinary income,  the Fund would still lose its
capital loss  carry-forwards  in the amount of the gains realized.  Accordingly,
the payment of managed  distributions  when the Fund is  utilizing  capital loss
carry-forwards   to  offset   realized   capital   gains  will   result  in  tax
inefficiencies for the Fund's stockholders.  The foregoing is not intended to be
a  complete  discussion  on the tax  consequences  of the  Managed  Distribution
Policy,  and  stockholders  are urged to seek their own  professional tax advice
regarding this matter.

One additional  disadvantage of the Managed Distribution Policy is the potential
effect on the Fund's expense ratio.  If the Fund's total return is less than the
annual  distribution,  the Managed  Distribution Policy could have the effect of
shrinking the assets of the Fund and thus  increasing  the Fund's  expense ratio
(i.e., the Fund's fixed expenses will be spread over a smaller pool of assets).

The Fund's  investment  objective  will still be total return,  and the types of
securities in which the Fund invests will not change. The Advisers do not expect
to  change  the  makeup  of the  portfolio  based on the  payment  of a  managed
distribution, nor will the Advisers make significant changes to the portfolio or
seek  to  invest  in  "high  yielding"  securities.  The  Fund  currently  has a
concentration  policy in REITs which  requires that the Fund invest at least 25%
of its assets in REITs,  and this  policy will  remain  unchanged.  The Fund may
carry a slightly  higher cash  balance from time to time in order to fulfill the
distribution  payments.  If the Fund carries higher cash balances  during rising
equity markets,  the Fund's  performance may be negatively  affected relative to
other equity funds.  Conversely,  carrying higher cash balances during declining
equity  markets  may  positively  affect the Fund's  performance.  The Board has
obtained  assurances from the Advisers that decisions with respect to the timing
of the  purchase or sale of  portfolio  investments  will not be affected by the
Managed  Distribution  Policy.  It is  possible,  however,  that  despite  these
assurances the Advisers may cause the Fund to delay realization of capital gains
to avoid adverse income tax consequences to stockholders relating to the Managed
Distribution  Policy (i.e., the Advisers might elect to avoid or delay selling a
position which they would have otherwise sold to avoid  realizing  capital gains
or to sell a position  they  would have  otherwise  held to  accelerate  capital
losses for the purpose of offsetting realized gains).

Considerations  by the Board of Directors.  The Board  commenced its analysis of
managed  distribution  policies in early 2004,  and met several times during the
first six months of the year to  consider  implementing  a managed  distribution
policy.  In July 2004, the Board determined that it was in the best interests of
the Fund to pursue a managed distribution policy, and thus authorized management
to submit an application  to the SEC for exemptive  relief from Section 19(b) of
the 1940 Act and Rule 19b-1. Since the application was submitted,  the Board has
held a number of  discussions  at regular  meetings  regarding  the delay in the
SEC's approval of the exemptive  application and  alternatives  available to the
Fund for making managed distributions in conformance with Section 19(b) and Rule
19b-1. Most recently,  the Board held a special meeting on March 6, 2006, called
for the  purpose of  considering  a  stockholder-approved  managed  distribution
policy as described in this  Proposal.  At this meeting,  the Directors met with
management  of the Fund and Fund counsel to discuss the  significant  aspects of
the Managed  Distribution  Policy.  At this meeting,  the Board also unanimously
resolved  to  recommend  the  Managed   Distribution   Policy  for  approval  by
stockholders.


In considering  the Managed  Distribution  Policy,  the Board  recognized that a
managed distribution policy would allow the Fund to provide a regular,  periodic
distribution  of cash to its  common  stockholders  which  does not  necessarily
depend on when or whether  income is earned or capital  gains are  realized.  In
addition, given (i) the Fund's persistent trading discount to NAV, (ii) that the
Fund's prior  measures to reduce the trading  discount have not been  effective,
(iii) that the Fund has substantial capital loss carry-forwards,  and (iv) that,
generally, managed distribution policies appear to have been effectively used to
narrow  trading  discounts  for  closed-end  funds,  the Board  determined  that
implementation of the Managed Distribution Policy is in the best interest of the
Fund and its  stockholders.  The Board  considered the potential  effects of the
Managed  Distribution  Policy on the management of the Fund's  portfolio and the
potential negative tax impact that the Managed  Distribution  Policy may have on
Fund stockholders in certain  circumstances.  The Board also considered that, if
the SEC continues its moratorium on approving  applications for exemptive relief
from Section  19(b) and Rule 19b-1,  that the Managed  Distribution  Policy may?
have  to  be   terminated   once  the  Fund  has   exhausted  its  capital  loss
carry-forwards  and that such  termination  may  result in an  abrupt,  negative
impact on the market price of the Fund's  common  shares.  The Board  recognized
that implementation of the Managed  Distribution Policy could have the effect of
shrinking the Fund's assets and thus  increasing the Fund's  expense ratio.  The
Board also recognized the common  misconception by investors in closed-end funds
that funds whose  managed  distribution  policies pay a high  percentage  of net
assets are paying a "high yield". In this regard, if this Proposal is adopted by
stockholders,  the Board has directed Fund  management to take such measures and
make  such  disclosures  so as to  minimize  any such  misperceptions  about the
distributions  under this Proposal.  After full  consideration  of the foregoing
factors,  the Board  determined  that the  advantages of  supporting  the Fund's
market price and increasing  stockholder value outweighed the potential risks of
implementing the policy.

     Vote  Required.   Under   applicable   law,  the  approval  of  the  Fund's
stockholders  is not  required for the Fund to adopt and  implement  the Managed
Distribution Policy.  However, the Board has elected to seek the approval of the
stockholders in light of the potential disadvantages of the Managed Distribution
Policy to the Fund's stockholders. Proposal 2 therefore requires the affirmative
vote of a majority of shares voting together as a single class.

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 WITH RESPECT TO THE NUMBER OF DIRECTORS

     The Board proposes and unanimously  recommends that stockholders approve an
amendment  to the Fund's  Charter to provide  that  Section 5.1 of the  Charter,
which  states that the number of  directors  of the Fund shall be five,  be made
subject to the  provisions  of the AMPS or any new class or series of  preferred
stock of the Fund. The terms of the AMPS contemplate  increasing the size of the
Board under certain  limited  circumstances  (e.g., if the Fund has not paid the
dividends  under the AMPS) so as to give the  holders of the AMPS the ability to
elect a majority of the Directors.  However,  given the language of Section 5.1,
it is unclear whether the size of the Board could be legally increased under the
terms of the  Articles  Supplementary  in order  to give  the AMPS  holders  the
majority contemplated under the 1940 Act.

Section 5.1 of the Charter reads as follows:

          The number of directors shall be five.

Proposal 3 would amend Section 5.1 of the Charter to read,  in its entirety,  as
follows:

          Subject to the  provisions of any class or series of Preferred  Stock,
          the number of directors shall be five.

Purpose of the  Amendment.  The  purpose of this  proposal is to  eliminate  the
conflict between (i) the language of Section 5.1 of the Fund's charter which, in
its  present  form,  clearly  sets the  number of  Directors  at five,  (ii) the
requirements  imposed by the terms of the AMPS for the protection of the holders
of the AMPS and (iii) the  requirements  imposed  by the 1940 Act which  require
provisions  to be made to allow the  holders of the AMPS to elect a majority  of
the Directors at any time dividends remain unpaid for a period of two years.

The Board  considered  this Proposal at a special meeting held on March 6, 2006.
The Board has  determined  that this  Proposal is  advisable to conform with the
1940 Act and the intent of the terms of the AMPS.

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 and AMPS, voting as a single class.


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

                       SUBMISSION OF STOCKHOLDER PROPOSALS

     Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Fund's proxy  material  relating to its 2007 annual  meeting of
stockholders,  the  stockholder  proposal  must be received by the Fund no later
than November ___, 2006. 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.

     Pursuant to the Fund's By-laws,  at any annual meeting of the stockholders,
only  business  that  has been  properly  brought  before  the  meeting  will be
conducted.  To be properly brought before the annual meeting,  the business must
be (i)  specified in the notice of meeting,  (ii) by or at the  direction of the
Board of Directors,  or (iii) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the  Secretary  of the  Fund.  To be  timely,  a  stockholder's  notice  must be
delivered to the  Secretary at 1680 38th Street,  Suite 800,  Boulder,  Colorado
80301 no later  than 5:00  p.m.,  Mountain  Time,  on the 120th day prior to the
first  anniversary of the date of mailing of the notice for the preceding year's
annual  meeting.  However,  if the date of the  annual  meeting is  advanced  or
delayed  by more  than 30 days  from the  first  anniversary  of the date of the
preceding year's annual meeting,  for notice by the stockholder to be timely, it
must be delivered not later than 5:00 p.m.,  Mountain  Time, on the later of the
120th day prior to the date of such  annual  meeting or the tenth day  following
the day on which public  announcement of the date of such meeting is first made.
The public  announcement  of a postponement  or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above.

     Pursuant to the Fund's By-laws,  such stockholder's  notice shall set forth
(i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a director,  (A) the name, age,  business address and residence
address of such  individual,  (B) the class,  series and number of any shares of
stock of the Fund that are beneficially  owned by such individual,  (C) the date
such shares were acquired and the  investment  intent of such  acquisition,  (D)
whether  such  stockholder  believes  any  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 Board of
Directors or any  committee  thereof or any  authorized  officer of the Fund, to
make  such  determination  and  (E)  all  other  information  relating  to  such
individual  that is required to be  disclosed  in  solicitations  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  Exchange  Act 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);  (ii) as to any
other  business  that the  stockholder  proposes to bring before the meeting,  a
description  of such  business,  the reasons for proposing  such business at the
meeting and any material  interest in such business of such  stockholder and any
Stockholder  Associated  Person  (as  defined  below),  individually  or in  the
aggregate,  including  any  anticipated  benefit  to  the  stockholder  and  the
Stockholder Associated Person therefrom;  (iii) as to the stockholder giving the
notice and any Stockholder  Associated Person,  the class,  series and number of
all shares of stock of the Fund which are owned by such  stockholder and by such
Stockholder  Associated  Person,  if any, and the nominee holder for, and number
of, shares owned  beneficially  but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any  Stockholder  Associated  Person  covered by the  immediately  preceding
clauses (ii) or (iii), the name and address of such stockholder,  as they appear
on the Fund's stock ledger and current name and address,  if  different,  and of
such  Stockholder  Associated  Person;  and  (v)  to  the  extent  known  by the
stockholder  giving the notice,  the name and  address of any other  stockholder
supporting  the nominee for election or reelection as a director or the proposal
of  other  business  on the  date of  such  stockholder's  notice.  "Stockholder
Associated  Person" of any  stockholder  shall mean (i) any person  controlling,
directly or indirectly,  or acting in concert with, such  stockholder,  (ii) any
beneficial  owner of shares of stock of the Fund owned of record or beneficially
by such  stockholder  and (iii) any person  controlling,  controlled by or under
common control with such Stockholder Associated Person.



                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  The Audit Committee of the Board,  consisting of
those Directors who are not  "interested  persons" (as defined in the 1940 Act),
will select the Fund's independent accountants for the Fund's fiscal year ending
November 30, 2006 at the Board's  regular  quarterly  meeting in July 2006. KPMG
LLP  ("KPMG"),  99 High  Street,  Boston,  Massachusetts  02110-2371,  served as
independent  accountants for the Fund for the Fund's fiscal year ending November
30, 2005. 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, 2004 and 2005, respectively.




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

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

                  11/30/2005             $25,250                $0                 $6,000               $18,000+


*    "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.

+    This fee pertained to the comfort letter related to the Fund's  issuance of
     Auction Market Preferred Shares.

     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, 2004 and  November 30, 2005
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, 2005,  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, 2004,  the Horejsi  Affiliates  paid $3,800 to
KPMG for their  services.  For the twelve  months ended  November 30, 2005,  the
Horejsi  Affiliates paid $0 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.

                    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.
--------------------------------------------------------------------------------






                            INTENTIONALLY LEFT BLANK






                                      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 Jon-Luc  Dupuy,  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
Scottsdale Plaza Resort,  7200 N. Scottsdale Road,  Scottsdale,  Arizona at 9:00
a.m.   Mountain  Standard  Time  (local  time),  on  April  24,  2006,  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, 2 AND 3.

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

                                                                                             

------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
             Election of Directors:  Nominees are Joel W. Looney,  Dennis  FOR____     WITHHOLD___       FOR ALL EXCEPT ___
 1.          R. Causier., and Dr. Dean L. Jacobson.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------


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

----------------------------------------------------------------------------------------------------------------------------------
2.             Implementation of a managed distribution policy.            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 to provide that the number of  FOR___      AGAINST ___       ABSTAIN ___
               directors  of the  Fund  shall  be  five,  subject  to the
               provisions of any class or series of Preferred Stock.
----------------------------------------------------------------------------------------------------------------------------------

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


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:
                   -------------------------





                                [AMPS PROXY CARD]


                                      PROXY


                         BOULDER TOTAL RETURN FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned  holder of shares of the Auction Market Preferred Stock ("AMPS")
of Boulder  Growth & Income Fund,  Inc., a Maryland  corporation  (the  "Fund"),
hereby appoints  Stephen C. Miller,  Carl D. Johns, and Jon-Luc Dupuy, 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  Scottsdale  Plaza  Resort,  7200 N.  Scottsdale  Road,  Scottsdale,
Arizona at 9:00 a.m. Mountain Standard Time (local time), on April 24, 2006, 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, 2 AND 3.

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

                                                                                             

------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
1.           Election  of  Directors:  Nominees  are John S.  Horejsi and  FOR____     WITHHOLD___       FOR ALL EXCEPT ___
             Richard I. Barr.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------

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
----------------------------------------------------------------------------------------------------------------------------------
2.             Implementation of managed distribution policy.              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 to provide that the number of  FOR___      AGAINST ___       ABSTAIN ___
               directors  of the  Fund  shall  be  five,  subject  to the
               provisions of any class or series of Preferred Stock.
----------------------------------------------------------------------------------------------------------------------------------

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



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:
                   -------------------------