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:

[   ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[ X ]    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
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 444-5483
                   (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.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To Be Held on April 25, 2008


To the Stockholders:

     Notice is hereby given that the Annual Meeting of  Stockholders  of Boulder
Growth & Income Fund, Inc., a Maryland corporation (the "Fund"), will be held at
the Camelback  Inn, 5402 East Lincoln  Drive,  Scottsdale,  Arizona at 9:00 a.m.
Mountain  Standard Time (local time), on April 25, 2008, 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); and

          2.   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 March
6, 2008 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 28, 2008.




                                     By Order of the Board of Directors,
                                     /s/ Stephanie Kelley

                                     STEPHANIE KELLEY
                                     Secretary

March 27, 2008



- --------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  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.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302

                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 25, 2008

                                 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  Friday,  April 25,  2008,  at 9:00 a.m.
Mountain  Standard  Time (local time),  at the Camelback  Inn, 5402 East Lincoln
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 may be made, beginning on or
about March 28, 2008,  primarily by mail,  but proxy  solicitations  may also be
made by  telephone,  by  Internet on the Fund's  website,  email,  telegraph  or
personal  interviews  conducted  by  officers  of the Fund and  PFPC  Inc.,  the
transfer agent of the Fund. Any cost 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 March 6, 2008
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,  2007,  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"), 2344 Spruce Street, Suite A,
Boulder,  Colorado 80302 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 2344 Spruce Street, Suite A, Boulder, Colorado 80302. State Street
Bank & Trust ("State  Street") 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 25, 2008
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,  and, in the  discretion  of the proxy
holder,  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".),  10,000  shares of which have been  designated  as auction
market  preferred  stock or "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
            --------------                             -------------
              15,256,738                                   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 is known by the Fund to  beneficially  own 5%
or more of the Fund's outstanding  Common Stock. To the Fund's knowledge,  there
are no 5% or greater beneficial owners of the AMPS.




           Name of Owner*             Number of Shares     Number of Shares           Percentage
                                       Directly Owned     Beneficially Owned      Beneficially Owned
- ------------------------------------- ------------------ ---------------------- -----------------------
- ------------------------------------- ------------------ ---------------------- -----------------------
                                                                               
Ernest Horejsi Trust  No. 1B              2,533,974            2,533,974                16.61%
Badlands Trust Company, LLC                  ---                 ---**                  16.61%
Stewart R. Horejsi Trust No. 2               ---                 ---**                  16.61%
Aggregate Shares Owned by Horejsi         2,533,974            2,533,974                16.61%
Affiliates (defined below)**
- ------------------------------------- ------------------ ---------------------- -----------------------



*    The  address of each  listed  Trust is c/o  Badlands  Trust  Company,  LLC,
     Resolution Plaza, 1029 West Third Street, Suite 400, Anchorage, AK 99501.

**   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 (the "SRH Trust"), an
     irrevocable  trust  organized  by Stewart R. Horejsi for the benefit of his
     issue. The Managers of Badlands are Larry Dunlap,  Stephen C. Miller, Laura
     Tatooles,  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.

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


     The EH  Trust,  Badlands  and the SRH  Trust,  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, 14,468,843 shares or 94.84%
of Common Stock outstanding and 1,000 shares or 100% of the AMPS outstanding.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  2,579,075  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 16.90% 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 Susan L.  Ciciora.  Only the Common Stock  holders are entitled to
vote on the election of Messrs.  Looney and Jacobson and Ms.  Ciciora,  and only
the AMPS  holders  are  entitled  to vote on the  election  of Messrs.  Barr and
Horejsi.  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:





- ------------------------------ ------------------------ ---------------------------------------------- ------------------
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  (since 1999),  Financial  Management          4
                               since 2002. Chairman     Group,  LLC  (investment  adviser);  Director
Chairman                       of the Board of the      (since  2001),  Boulder  Total  Return  Fund,
                               Fund since 2004.         Inc.;  Director  and Chairman  (since  2003),
Age:  46                       Current Nominee for a    First  Financial  Fund,  Inc.;  Director  and
                               term to expire at the    Chairman  of  the  Board  (since  2007),  The
                               2009 annual meeting.     Denali Fund Inc.

Dr. Dean L. Jacobson           Director of the Fund     Founder    and    President    of    Forensic          4
                               since 2006.  Current     Engineering,         Inc.        (engineering
Age: 69                        Nominee for a term to    investigations);  Professor  Emeritus  (since
                               expire at the 2009       1997),  Arizona State  University;  Professor
                               annual meeting.          of  Engineering  (prior  to  1997),   Arizona
                                                        State  University;   Director  (since  2004),
                                                        Boulder  Total  Return Fund,  Inc.;  Director
                                                        (since 2003),  First  Financial  Fund,  Inc.;
                                                        Director (since 2007), The Denali Fund Inc.

Richard I. Barr                Director of the Fund     Retired.  Director  (since 1999) and Chairman          4
                               since 2002.  Current     of the  Board  (since  2003),  Boulder  Total
Age:  70                       Nominee for a term to    Return Fund,  Inc.;  Director  (since  2001),
                               expire at the 2009       First Financial Fund,  Inc.;  Director (since
                               annual meeting.          2007), The Denali Fund Inc.

- ------------------------------ ------------------------ ---------------------------------------------- ------------------
Interested Directors**
- ------------------------------ ------------------------ ---------------------------------------------- ------------------

John S. Horejsi                Director of the Fund     Director  (since  1997),  Horejsi  Charitable          4
                               since 2004.  Current     Foundation (private  charitable  foundation);
Age: 40                        nominee for a term to    Director  (since 2006),  Boulder Total Return
                               expire at the 2009       Fund,  Inc.;  Director  (since  2006),  First
                               annual meeting.          Financial Fund, Inc.;  Director (since 2007),
                                                        The Denali Fund Inc.

Susan L. Ciciora               Director of the Fund     Trustee  of the Lola  Brown  Trust No. 1B and          4
                               since 2006.  Current     the Ernest  Horejsi  Trust No.  1B;  Director
Age: 43                        nominee for a term to    (since 1997), Horejsi Charitable  Foundation,
                               expire at the 2009       Inc.   (private    charitable    foundation);
                               annual meeting.          Director  (since 2001),  Boulder Total Return
                                                        Fund,  Inc.;  Director  (since  2003),  First
                                                        Financial Fund, Inc.;  Director (since 2007),
                                                        The Denali Fund Inc.



*    The Directors'  respective  addresses are c/o Boulder Growth & Income Fund,
     Inc., 2344 Spruce Street, Suite A, Boulder, Colorado 80302.

**   Mr.  Horejsi and Ms. Ciciora are each  "interested  persons" as a result of
     the extent of their  beneficial  ownership  of Fund shares and by virtue of
     their indirect beneficial ownership of BIA and FAS.

+    Includes the Fund,  Boulder Total Return Fund,  Inc., First Financial Fund,
     Inc. and The Denali 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 27, 2007 (except for the Chief  Compliance  Officer,  who was appointed by
the  Board on  August  3,  2007).  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  (since  1999),  BIA;
                               since 2002 and Director    Manager (since 1999), Fund Administrative  Services,  LLC
Age:  55                       from 2002 -2004. Chief     ("FAS");  Vice  President  (since  1999),  SIA;  Director
                               Compliance Officer from    (1999-2004)  and President  (since  1999),  Boulder Total
                               2004 -2007. Appointed      Return Fund, Inc.; Director and Chairman  (2003-2004) and
                               annually.                  President  (since  2003),  First  Financial  Fund,  Inc.;
                                                          President  (since 2007), The Denali Fund Inc.; Of Counsel
                                                          (since 1991), Krassa & Miller, LLC.

Carl D. Johns                  Chief Financial Officer,   Vice   President   and  Treasurer   (since  1999),   BIA;
                               Chief Accounting           Assistant  Manager  (since 1999),  FAS;  Vice  President,
Age: 45                        Officer, Vice President    Chief  Financial  Officer and Chief  Accounting  Officer,
                               and Treasurer since        Boulder  Total  Return  Fund,  Inc.,  since  1999,  First
                               2002.  Appointed           Financial  Fund,  Inc.,  since 2003 and The  Denali  Fund
                               annually.                  Inc., since 2007.

Joel L. Terwilliger            Chief Compliance Officer   Associate   General   Counsel   (since  2006)  and  Chief
                               since 2007.  Appointed     Compliance  Officer (since 2007),  BIA, SIA, FAS, Boulder
Age:  39                       annually.                  Total Return Fund,  Inc.,  First  Financial  Fund,  Inc.;
                                                          Chief  Compliance  Officer (since 2007),  The Denali Fund
                                                          Inc.;  Senior  Associate/Managing   Counsel  (2002-2006),
                                                          Great-West Life & Annuity Insurance Company.

Stephanie J. Kelley            Secretary since 2002.      Secretary (since 2000),  Boulder Total Return Fund, Inc.;
                               Appointed annually.        Secretary  (since  2003),  First  Financial  Fund,  Inc.;
Age:  51                                                  Secretary (since 2007),  The Denali Fund Inc.;  Assistant
                                                          Secretary and Assistant Treasurer of various other entities
                                                          affiliated with the Horejsi family; employee (since 1999),
                                                          FAS.

Nicole L. Murphey              Assistant Secretary        Assistant Secretary (since 2000), Boulder Total Return
                               since 2002.  Appointed     Fund, Inc.; Assistant Secretary (since 2003), First
Age:  31                       annually.                  Financial Fund, Inc.; Assistant Secretary (since 2007),
                                                          The Denali Fund Inc.; employee (since 1999), FAS.


*    Unless  otherwise  specified,  the Officers'  respective  addresses are c/o
     Boulder  Total Return Fund,  Inc.,  2344 Spruce  Street,  Suite A, Boulder,
     Colorado 80302.


     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                   $10,001 to $50,000                  Over $100,000
           Joel W. Looney                    $50,001 to $100,000                 Over $100,000
          Dean L. Jacobson                   $10,001 to $50,000                  Over $100,000

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

           John S. Horejsi                     Over $100,000+                    Over $100,000
          Susan L. Ciciora                     Over $100,000+                    Over $100,000



+    2,533,974  Shares of the Fund are held by the EH Trust.  Ms.  Ciciora  is a
     trustee  and  beneficiary  under  the  EH  Trust  and  John  Horejsi  is  a
     beneficiary  under the EH Trust.  Accordingly,  Ms. Ciciora and Mr. Horejsi
     may be deemed to have indirect  beneficial  ownership of the Shares held by
     the EH Trust.  Ms.  Ciciora and Mr.  Horejsi  disclaim all such  beneficial
     ownership. Ms. Ciciora directly owns 15,000 shares of the Fund. 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, 2007. No persons (other than the independent  Directors,
as set forth below) currently receive compensation from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement benefits from the Fund.  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
- ----------------------------------------- ------------------- ----------------------------

                                                                  
Richard I. Barr, Director                      $25,500                  $89,000
                                                                       (4 funds)

Dr. Dean Jacobson, Director                    $25,500                  $85,000
                                                                       (4 funds)

Joel W. Looney, Director and Chairman          $31,500                 $102,000
of the Board                                                           (4 funds)

Susan L. Ciciora, Director                        $0                      $0

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 thirteen meetings (nine of which were held by telephone
conference  call) during the fiscal year ended November 30, 2007.  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, 2007 amounted to $82,500.





                      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 25, 2008 to add The Denali Fund Inc.

     The  Audit  Committee  is  composed  entirely  of  the  Fund's  independent
Directors,  consisting  of  Messrs.  Barr,  Jacobson  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 twice during the fiscal year
ended November 30, 2007.

     In  connection  with the  audited  financial  statements  as of and for the
period ended  November  30, 2007  included in the Fund's  Annual  Report for the
period  ended  November  30, 2007 (the  "Annual  Report"),  at meetings  held on
January 17,  2008 and  January 25,  2008,  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:

                  Richard I. Barr
                  Dean L. Jacobson
                  Joel W. Looney




     NOMINATING  COMMITTEE.  The Board of Directors  has a nominating  committee
(the "Nominating  Committee") consisting of Messrs.  Looney,  Jacobson 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,
2007. 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 27, 2007 Annual  Meeting of
Stockholders.

     Vote Required.  The election of Messrs. Looney and Jacobson and Ms. Ciciora
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. 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.


                       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 2009 annual  meeting of
stockholders,  the  stockholder  proposal  must be received by the Fund no later
than November 9, 2008.  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 2344 Spruce  Street,  Suite A,  Boulder,  Colorado
80302 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.  At its regularly scheduled Board meeting held on
January 25, 2008, the Audit Committee, consisting of those Directors who are not
"interested  persons"  (as  defined  in the 1940 Act),  selected,  and the Board
ratified,  Deloitte & Touche LLP ("Deloitte") of Denver,  Colorado as the Fund's
independent  registered public accounting firm for the Fund's fiscal year ending
November 30, 2008.  Deloitte  served as independent  accountants  for the Fund's
fiscal years ending November 30, 2006 and November 30, 2007. A representative of
Deloitte  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  Deloitte for the Fund's fiscal
years ended November 30, 2006 and November 30, 2007.




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

                                                                              
     11/30/2006             $25,500                $0                 $6,250              $4,650

     11/30/2007             $25,500              $6,500               $6,875              $4,250


*    "Tax Fees" are those fees billed to the Fund by Deloitte in connection with
     tax  consulting  services,  including  primarily  the  review of the Fund's
     income tax returns,  excise tax returns and Maryland  personal property tax
     returns.

+    This  fee  pertains  to  those  fees  billed  to the  Fund by  Deloitte  in
     connection with their agreed-upon procedures reports under the terms of the
     AMPS.


     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 Deloitte billed
the Fund fees for the fiscal years ended November 30, 2006 and November 30, 2007
were pre-approved by the Audit Committee.

     Deloitte 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,  2007,
Deloitte  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. For the twelve months ended November 30, 2007, the Horejsi
Affiliates  paid $0 to Deloitte  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 will be counted
as shares that are present  and  entitled to vote on the matter for  purposes of
determining the presence of a quorum. Abstentions and broker non-votes will have
no effect on the result of the vote in the election of directors in Proposal 1.

                    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.





- --------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  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
- --------------------------------------------------------------------------------






                                      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 Nicole L. Murphey, 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
Camelback  Inn,  5402  East  Lincoln  Drive,  Scottsdale,  Arizona  at 9:00 a.m.
Mountain  Standard Time (local time), on April 25, 2008, 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.  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
PROPOSAL 1.

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

                                                                                             

- ------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
             Election of  Directors:  Nominees are Joel W. Looney,  Susan  FOR____     WITHHOLD___       FOR ALL EXCEPT ___
 1.          L. Ciciora, 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

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


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 GROWTH & INCOME FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned  holder of shares of the Taxable 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 Nicole L.
Murphey,  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  Camelback  Inn,  5402 East Lincoln  Drive,
Scottsdale,  Arizona at 9:00 a.m.  Mountain Standard Time (local time), on April
25, 2008, 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.  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
PROPOSAL 1.

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

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


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