May 14, 2008

VIA EDGAR

Boulder Growth & Income Fund, Inc.
2344 Spruce Street, Suite A
Boulder, CO 80302
(303) 444-5483

Secretary
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Vincent Di Stefano

     Re: Boulder Growth & Income Fund  Pre-Effective  Registration  Statement on
     Form N-2 (File Nos. 333-149535 & 811-02328)

Dear Mr. Di Stefano:

     Pursuant to our telephone  conversation  earlier  today,  please be advised
that the suggested  revisions to the Fee Table,  drafts of which were circulated
to you by email earlier  today,  will be included in the Boulder Growth & Income
Fund, Inc.'s (the "Company") Form N-2 497 filing. The Fee Table will be based on
estimated  data as of the date of the  Prospectus and will include an additional
line item for "Dividends paid to AMPS stockholders".

     We understand  that the Company's  Registration  Statement will be declared
effective today, May 14, 2008, as of 2:30PM EDT.

     The Company  acknowledges  the following:  (1) the Commission or the staff,
acting pursuant to delegated authority, declaring the filing effective, does not
foreclose the Commission from taking any action with respect to the filing;  (2)
the  action  of the  Commission  or the  staff,  acting  pursuant  to  delegated
authority, in declaring the filing effective,  does not relieve the Company from
its full  responsibility  for the adequacy and accuracy of the disclosure in the
filing;  and (3) the  Company  may not  assert  this  action as a defense in any
proceeding  initiated  by  the  Commission  or  any  person  under  the  federal
securities laws of the United States.



Very truly yours,

Boulder Growth & Income Fund, Inc.

By:

/s/ Stephen C. Miller


Stephen C. Miller
President