PRESS RELEASE (497 - Solicitation)

BOULDER GROWTH & INCOME FUND, INC. URGES  STOCKHOLDERS TO PARTICIPATE IN PENDING
RIGHTS OFFERING

Boulder,  Colo. - (BUSINESS  WIRE) - June 17, 2008 - The Boulder Growth & Income
Fund,  Inc.  (NYSE:  BIF) urged  stockholders  today that they  should  consider
participating in the Fund's recently announced rights offering,  as it may offer
stockholders  the  opportunity  to purchase  shares of the Fund at less than the
current market price per share. As of Friday, June 13, 2008,  stockholders would
pay $7.79 per share based on the most recently  calculated net asset value;  the
closing market price of $8.11 per share on June 16, 2008 represents a premium of
4.1% to the Fund's most recently calculated net asset value.

The Fund distributed non-transferable rights to its stockholders in May, and the
expiration  date and pricing date of the offering is Friday,  June 20, 2008,  at
5:00 pm New York time, unless extended.  The actual  subscription  price will be
equal to the net asset value per share as  calculated at the close of trading on
the date of expiration of the rights  offering.  There can be no guarantee  that
the market closing price per share on the  expiration  date of the offering will
exceed the subscription price per share.

Stockholders  who fully  exercise all rights  issued to them will be entitled to
subscribe  for  additional  shares  at the  subscription  price  pursuant  to an
over-subscription  privilege.  Any additional shares a stockholder receives will
come from the  combined  pool of shares  left by those  stockholders  who do not
exercise their rights and the shares available in the  over-allotment  (if any).
Accordingly,  the  number of  shares  stockholders  might  receive  above  their
original  allotment  cannot be known at this  time.  To  exercise  rights in the
rights offering,  stockholders should contact their financial advisor, custodian
or trust officer with instructions prior to expiration.

This press  release  contains a summary of certain  terms of the  offering,  and
stockholders  are  urged  to  read  the  prospectus.   Persons  seeking  further
information  regarding the Fund's rights offering,  or interested in obtaining a
prospectus,  should  contact  their  broker or  nominee,  or contact  the Fund's
Information Agent, Morrow & Co., Inc., at 1-800-607-0088. The prospectus for the
offering is also available through the Fund's website: www.boulderfunds.net.

INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVE, RISKS AND CHARGES AND
EXPENSES  CAREFULLY  BEFORE  INVESTING.  THE PROSPECTUS  CONTAINS THIS AND OTHER
INFORMATION  ABOUT THE FUND AND CAN BE  OBTAINED AS SET FORTH  ABOVE.  INVESTORS
SHOULD READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE  SOLICITATION OF
AN OFFER TO BUY, NOR THERE BE ANY SALE OF THE  SECURITIES  IN ANY STATE IN WHICH
SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.


Contact:
Boulder Investment Advisers, LLC
Nicole Murphey, (303) 449-0426



EMAIL (497 - Solicitation)

Dear BOULDER GROWTH & INCOME FUND stockholder:

The Fund's  pending  Rights  Offering may offer you an  opportunity  to purchase
shares of the Fund at less than the current  market price per share.  You should
consider the following information:

If the Rights Offering  expired today,  you would pay $7.79/share  (based on the
most recently calculated net asset value as of 6/13/08). The most recent closing
market  price was $8.11,  which  represents  a premium of 4.1% to the Fund's net
asset  value per share.  The  calculation  of the premium is based on the market
closing price per share as of 6/16/08 and the most recently calculated net asset
value per share of $7.79 as of 6/13/08.  The actual  subscription  price will be
equal to the net asset value per share as  calculated at the close of trading on
the date of expiration of the rights  offering.  There can be no guarantee  that
the market closing price per share on the  expiration  date of the offering will
exceed the subscription price per share.

Stockholders  that  choose  to  participate  in the  offering  have the right to
oversubscribe  for as many additional  shares as they want, but any extra shares
received  come from the combined pool of shares left by those  stockholders  who
don't  subscribe  as well  as the  shares  available  from  the  over-allotment.
Accordingly,  the  number  of shares  you  might  receive  above  your  original
allotment cannot be known at this time.

The  prospectus  for this offering was mailed to you in May,  2008.  This notice
contains a summary of certain terms of the  offering,  and you are urged to read
the  prospectus,  which you can also reach by  clicking  this link:  2008 Rights
Offering Prospectus & Statement of Additional  Information.  Please consider the
Fund's investment  objectives,  risks,  charges,  and expenses  carefully before
investing.  The prospectus  contains this and other  information about the Fund.
Please read the prospectus carefully before investing or sending money

To exercise  your Rights,  contact your  financial  advisor,  custodian or trust
officer with instructions  prior to expiration,  5:00 p.m. New York time on June
20, 2008,  unless  extended.  Rights may not be exercised  after the  expiration
date. For more information, call the Information Agent at 800.607.0088.

Please do not REPLY to this e-mail.

You are receiving this electronic communications as part of the BOULDER GROWTH &
INCOME FUND electronic communications service. If you prefer not to receive this
electronic   communication,   you  will  need  to  unenroll.   Please  note,  by
unenrolling, you will no longer receive your electronic communications, but will
receive statements,  shareholder  reports,  and other  informational  statements
and/or newsletters by U.S. mail. To unenroll,  please visit our UNSUBSCRIBE link
http://www.boulderfunds.net/cgi-local/unsubscribe.cgi

Privacy Statement:  http://www.boulderfunds.net/Privacy.htm

Fund  Administrative  Services,  LLC is the  administrator for the Boulder Total
Return Fund,  Inc. and the Boulder Growth & Income Fund,  Inc. and serves as the
administrator  for First Financial Fund, Inc. (to go directly to the website for
this fund, CLICK HERE  www.firstfinancialfund.com)  and The Denali Fund Inc. (to
go directly to the website for this fund, CLICK HERE www.thedenalifund.com).

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

To contact us by mail:
2344 Spruce Street, Ste. A
Boulder, CO 80302

Boulder Funds is a service mark  registered  with the U.S.  Patent and Trademark
Office by Fund Administrative Services, L.L.C. Serial Number 78-966,060. (C)2008
Fund Administrative Services, L.L.C. All Rights Reserved.