UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
              Securities Exchange Act of 1934 (Amendment No. ___)

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                       BOULDER GROWTH & INCOME FUND, INC.
                (Name of Registrant as Specified In Its Charter)


                             Stephen C. Miller, Esq.
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 444-5483
                   (Name of Person(s) Filing Proxy Statement)

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            BOULDER GROWTH & INCOME FUND, INC. ANNOUNCES ADJOURNMENT
                       OF ANNUAL MEETING OF STOCKHOLDERS

Boulder,  Colo. - (BUSINESS  WIRE) - May 29, 2009 - The Boulder  Growth & Income
Fund,  Inc.  (NYSE:BIF)  announced  that  its  Annual  Meeting  of  Stockholders
scheduled to be  reconvened  on Friday,  May 29, 2009 has been  adjourned for an
additional two weeks.

In addition to the routine  election of Directors,  the Fund's  stockholders are
being asked to approve an amendment to the Fund's  charter to classify the Board
of  Directors  into three  separate  classes  (Proposal  1). As of the  original
meeting date,  the nominee  Directors  have received the requisite  vote by both
common  and  preferred  stockholders  to be  elected.  Nonetheless,  the Fund is
adjourning the meeting until June 12, 2009 to allow for further  solicitation on
Proposal 1.

The Board of Directors, including all of the independent Directors,  unanimously
recommends  that  stockholders  vote  "FOR"  Proposal  1.  A copy  of the  proxy
statement  is  available  on the Fund's  website at  www.boulderfunds.net  or by
calling 1-800-992-2856.  Stockholders have a number of convenient means to vote,
including telephone,  internet, and by mail. For questions regarding how to vote
your shares please call 1-800-992-2856.

The  reconvened  Annual  Meeting  of  Stockholders  will be held at 2344  Spruce
Street,  Suite A, Boulder,  Colorado at 9:00 A.M. local time on Friday, June 12,
2009.  The  reconvened  meeting will not include any new  stockholder  business;
accordingly,  neither the Board of Directors nor the Fund's  portfolio  managers
anticipate  being in  attendance.  Under the Fund's  bylaws,  only  record  date
stockholders are permitted to attend the meeting.

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





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302

                                 - PLEASE VOTE -

We are following up on proxy materials  previously  mailed to you for the Annual
Meeting of  Stockholders of Boulder Growth & Income Fund, Inc. The Fund's Annual
Meeting has been adjourned to June 12, 2009. Our records  indicate that you have
not voted.  Please vote as soon as possible.  Voting now will help the Fund save
on the cost of additional mailings and calls to stockholders.

Your  vote is  important.  Please  vote as soon  as  possible.  You can  vote by
telephone,  Internet or mail. For your  convenience,  a duplicate proxy card and
return  envelope  are  enclosed,   along  with  telephone  and  Internet  voting
instructions.

                 Please Vote FOR all Nominees and FOR Proposal 1

The Board of Directors, including all of the independent directors,  unanimously
recommends  you vote FOR the  Director  nominees  and vote FOR the  proposal  to
approve an amendment to the Charter (as described in your proxy statement).  You
can get a copy of the proxy  statement  by calling  the toll free  number  shown
below or by going to the Fund's website at www.boulderfunds.net.

                                 1-800-992-2856

Voting takes only a few minutes.  If you have already voted,  thank you for your
prompt response. If you have not voted, please do so without delay. Your vote is
needed and valued,  regardless of the number of shares you own.  Please vote FOR
all nominees  and FOR Proposal 1. If two proxies are received  from you, the one
bearing the latest date will be counted,  as it automatically  revokes all prior
proxies.


                          Your vote is urgently needed!
                 Please vote FOR all nominees and FOR Proposal 1
                                  June 12, 2009
                         Annual Meeting of Stockholders

It's easy to vote.  You can:

     o    Speak to a live proxy  specialist by calling the number above.  We can
          answer your questions and record your vote. (Open: M-F 8am - 10pm, Sat
          11am - 5pm ET)

     o    Log on to the website  noted on your proxy card and enter your control
          number  printed  on the  card,  and vote by  following  the  on-screen
          prompts.

     o    Call the phone  number on the proxy  card,  enter the  control  number
          printed on the card and follow the touchtone prompts.

     o    Mail in your signed proxy card in the envelope provided.