SCHEDULE 13DA

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
N.A.

1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein, Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
NA


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________

7. SOLE VOTING POWER

NA

8. SHARED VOTING POWER
NA

9. SOLE DISPOSITIVE POWER

NA____________________________________________________

10. SHARED DISPOSITIVE POWER
0

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON

929,700

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   []
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

8.21%

14. TYPE OF REPORTING PERSON

NA
___________________________________________________________



1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________

7. SOLE VOTING POWER

239,100

8. SHARED VOTING POWER
35,600
9. SOLE DISPOSITIVE POWER
610,000
____________________________________________________

10. SHARED DISPOSITIVE POWER
319,700
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON

929,700

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   []
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

8.21%

14. TYPE OF REPORTING PERSON

IA
___________________________________________________________

1. NAME OF REPORTING PERSON
Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER

319,700

8. SHARED VOTING POWER

0

9. SOLE DISPOSITIVE POWER

0__________________________________________________________

10. SHARED DISPOSITIVE POWER
319,700

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
319,700
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   []
________________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11

2.82

14. TYPE OF REPORTING PERSON

IA
________________________________________________________________


The following constitutes Amendment No. 2 to the Schedule 13D
fled by the undersigned on May 23, 2005.  This Amendment No. 2
amends the Schedule 13D as specifically set forth.


Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION

In the summer of 2005, the filing persons sent the attached
letters (see Exhibits 1 and 2) to the Fund's board of directors
to express their concern about its persistent discount from net
asset value and to offer suggestions to address the problem.  The
board of directors responded by stating that it shares the filing
persons' concern but is not currently willing to commit to any
specific action to address the discount.  The filing persons
believe the board is unwilling to commit to such action because
it may be unduly influenced by Stuart Horejsi, the Fund's
investment manager and its largest shareholder.  The filing
persons believe Mr. Horejsi may oppose measures such as open-
ending, a self-tender offer or a distribution of the Fund's
shares of Berkshire Hathaway because he has a conflict of
interest, i.e., he earns substantial fees from the Fund and those
fees would be lower if any of these measures were implemented.

Unless the board announces an intention to address the discount
by January 31, 2006, then in order to offset Mr. Horejsi's
influence, the filing persons and their affiliates may, among
other things, seek to increase their influence by (a) forming an
alliance with other like-minded shareholders; (b) acquiring more
shares in the market, in private transactions or through a tender
offer; or (c) soliciting proxies in order to obtain
representation on the board of directors.

Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the proxy statement filed on March 7, 2005 there
were 11,327,784 shares outstanding as of February 28, 2005. The
percentage set forth in this item (5a) was derived using such
number.

Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed
to be the beneficial owner of 929,700 shares of BIF or 8.21% of
the outstanding shares.

b. Power to dispose of securities resides solely with Mr. Phillip
Goldstein for 610,000 shares. Power to vote securities resides
solely with Phillip Goldstein for 239,100 shares and jointly for
35,600 shares. . Power to dispose of securities resides jointly
with Phillip Goldstein and Andrew Dakos for 319,700 shares. Power
to vote securities resides solely with Andrew Dakos for 319,700.

c. During the last sixty days the following shares of common
stock were purchased:

1/12/06     8000 @ 7.09
1/9/06             6400 @ 7.1
1/6/05             2100 @ 7.06
1/4/06             5000 @ 7.02
12/28/05    1700 @ 7
12/19/05    3600 @ 6.95
12/16/05    7000 @ 6.94
12/16/05    3500 @ 6.95
12/12/05    6000 @ 6.92
11/21/05    2000 @ 6.7599
11/21/05    7000 @ 6.76

d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and
Mr. Dakos are entitled to receive any dividends or sales
proceeds.

e. NA

Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Tender Offer Proposal
Exhibit 2. BRK Proposal

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 1/17/06

By: /s/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:     Andrew Dakos

Exhibit 1. Tender Offer Proposal

                   Opportunity Partners L.P.,
            60 Heritage Drive, Pleasantville, NY 10570
    (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net

                                   July 28, 2005

The Board of Directors
Boulder Growth & Income Fund, Inc.
1680 38th Street, Suite 800
Boulder, Colorado 80301

Dear Board Members:

As you may know, we are part of a group that owns more than 5% of
the outstanding shares of Boulder Growth & Income Fund (the
"Fund").  In light of (1) the Fund's chronic double-digit
discount to net asset value ("NAV") and (2) the SEC's
unwillingness to act on the proposed managed distribution policy,
we suggest that the board consider a self-tender offer for 25% of
the Fund's outstanding shares at 95% of NAV.  Such an offer would
provide an opportunity for shareholders to sell a portion of
their shares at a premium to the market price and would be
accretive to NAV for shareholders that do not wish to tender.  In
addition, we recommend that such a tender offer be followed by a
merger of the Fund into its sister fund, the Boulder Total Return
Fund in order to reduce the expense ratios of both funds.

We are taking the liberty of sending a copy of this letter to
Warren Buffett because we understand that Stuart Horejsi, the
Fund's largest shareholder, is a great admirer of Mr. Buffett and
Mr. Buffett has stated that a company should consider a share
buyback if it can do so at a price below intrinsic value.

Please advise us of the board's views on merits of this proposal.
Thank you.

                                   Very truly yours,


                                   Phillip Goldstein
                                   President
                                   Kimball & Winthrop, Inc.
                                   General Partner


Cc:  Warren E. Buffett
     Chairman of the Board and CEO
     Berkshire Hathaway Inc.


Exhibit 2. BRK Proposal

                   Opportunity Partners L.P.,
            60 Heritage Drive, Pleasantville, NY 10570
    (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net

                                   August 19, 2005

Joel W. Looney
Chairman
The Board of Directors
Boulder Growth & Income Fund, Inc.
1680 38th Street, Suite 800
Boulder, Colorado 80301

Dear Mr. Looney:

Thank you for your response to our letter of July 28, 2005.  We
are pleased that the board shares our concern about BIF's
persistent discount.  However, we were disappointed that you did
not respond one way or the other to our suggestion that the board
consider a self-tender offer for 25% of the Fund's outstanding
shares at 95% of NAV.

We have another suggestion that we think would be beneficial to
shareholders.  Mr. Horejsi, BIF"s portfolio manager, has
indicated that he considers Berkshire Hathaway to be a permanent
holding of BIF.   Currently, Berkshire A shares represent about
30% BIF's NAV.   Why not convert the A shares to B shares and
distribute the B shares to shareholders?  That would enhance
shareholder value in two ways.  Currently, BIF's stock price is
about $6.65, i.e., a discount of 15.2% from its NAV of about
$7.84.  After distributing the Berkshire B stock which is worth
about $2.35 per share, BIF's NAV would fall to $5.49.  If the
discount remained at 15.2%, BIF's shares would trade at $4.62.
Thus, shareholders would own Berkshire B shares and BIF shares
with a combined market value of $7.01 ($2.35 + $4.66) per share
or 5.4% more than the current value of their BIF shares alone.
In addition, shareholders would have the flexibility to sell
their Berkshire shares whenever they want at full market value
and would no longer have to pay what is effectively a custodial
fee of 1.25% per year to hold Berkshire stock.

In sum, we think a self-tender offer and a distribution of BIF's
Berkshire stock are attractive ways to enhance shareholder value.
Please advise us if the board will implement either one of these
proposals.  If neither of them appeals to the board, we would
appreciate it if you could tell us what its reasons are for
rejecting them and what other alternative it is considering to
address the persistent discount.  Thank you.

                                   Very truly yours,


                                   Phillip Goldstein
                                   President
                                   Kimball & Winthrop, Inc.
                                   General Partner