March 26, 2008

Stephen C. Miller, Esq.
Boulder Growth & Income Fund, Inc.
2344 Spruce Street, Suite A
Boulder, Colorado 80302

	Re:	Boulder Growth & Income Fund, Inc.
		File Nos. 333-149535 and 811-02328

Dear Mr. Miller:

	We have conducted a limited review of the registration
statement
on Form N-2 for Boulder Growth & Income Fund, Inc. ("Fund") filed
with the Commission on March 4, 2008.  We have the following
comments.

General

	Please add disclosure regarding all rights offerings of the
Fund, including, but not limited to, date of each offering, dollar
amount of proceeds, use to which the proceeds were put, and the
amount of time taken to invest the proceeds.

	Please indicate whether the Fund`s 2007 rights offering
reduced
Fund expenses on a per share basis.  Also, please disclose whether
the Fund has fully invested the proceeds of the Fund`s 2007 rights
offering.

	The cover sheet for this filing indicates it is for a Rule
415
offering.  Is this correct?  If so, why is the Fund making a Rule
415
offering?

	Please disclose on the front page of the prospectus that the
Fund invests in foreign issuers.

Prospectus

Summary

	Please summarize in this section the Fund`s investment
strategy
described in the section of the prospectus titled "Investment
Philosophy," and provide complete and prominent disclosure of the
strategy in the section describing the Fund`s principal investment
strategies.  Also, please disclose the risks of using this
strategy.



	Since the Fund may invest in mid- and small-cap stocks,
please
summarize the attendant risks in this section of the prospectus,
and
provide complete disclosure of these risks in the section treating
risk disclosure.

	Please disclose that the Fund may not achieve its investment
objective when it takes temporary defensive positions.

	Please summarize all material risks of leverage here,
including
all risks
associated with preferred share auction failure.  Please provide
complete disclosure of all such risks in the section of the
prospectus devoted to principal risk disclosure.  Disclose
prominently that the costs of leverage are borne by the Fund`s
common
shareholders.  Please explain the dividend preference afforded the
holders of preferred shares, and the effect of the preference on
holders of common shares.

	Please indicate in the discussion of the Fund`s distribution
policy the amount of the distributions consisting of return of
capital.

Fees and Expenses

	The Fund uses leverage, yet it appears that the costs borne
by
the Fund`s common shareholders are not set forth in the fee table.
Please include such costs in the fee table.  Also, please provide
footnote disclosure of the increased expenses resulting from the
failed auction of the Fund`s preferred shares.

	Please add to the "Acquired Funds" line item the words "Fees
and
Expenses."

	Please delete the first two words from the line item "Current
Expected Annual Fund Expenses before the Rights Offering."

	Please move the line items "Preferred Stock broker commission
and auction agent fees" and "Administration, co administration and
custodian fees" from the Management Fees section of the fee table
and
place them under Other Expenses.

Investment Policies

	Please clarify that the limitation on the Fund`s borrowing
policy is applicable at all times, not just at time of investment.

	Please explain why the Fund`s investment of more than 30% of
assets in Berkshire Hathaway does not violate its concentration
policy.

Determination of Net Asset Value

	The discussion of fair value pricing does not disclose who
performs the function, or the effects of using fair value pricing.
Please include this information.

Closing
      We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
   	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.



	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 551-6965.

							Sincerely,


							Vincent J. Di Stefano
							Senior Counsel
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