EX-99

Report of Independent Accountants


To the Board of Directors and Shareholders of
Boulder Growth and Income Fund, Inc.

In planning and performing our audits of the financial statements of the
Boulder Growth and Income Fund, Inc., for the year ended June 30, 2002 and
the five-months ended November 30, 2002, we considered its internal
control, including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of Boulder Growth and Income Fund, Inc. is responsible for
establishing and maintaining internal control.  In fulfilling this
responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's objective
of preparing financial statements for external purposes that are fairly
presented in conformity with accounting principles generally accepted in
the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, error or fraud may
occur and not be detected.  Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become
inadequate because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants.  A material weakness is a condition in which the design or
operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing their
assigned functions.  However, we noted no matters involving internal
control and its operation, including controls for safeguarding securities,
which we consider to be material weaknesses as defined above as of
November 30, 2002.

This report is intended solely for the information and use of management
and the Board of Directors of Boulder Growth and Income Fund, Inc. and the
Securities and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.



Boston, Massachusetts
December 31, 2002

EX-99.77Q3 ITEM 405

The Boulder Growth & Income Fund, Inc.

FORM N-SAR

 File No. 811-2328

 Year Ended November 30, 2002

EX - 99.77Q3:  Other Information and Certifications

(a)(i) The Registrant's President/Principal Executive Officer and
Treasurer/Principal Financial Officer evaluated the Registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Investment
Company Act of 1940) as of a date within 90 days prior to the date of this
report (the "Evaluation Date"). Based on that evaluation, the Registrant's
President/Principal Executive Officer and Treasurer/Principal Financial Officer
concluded that the Registrant's disclosure controls and procedures were
effective as of the Evaluation Date to ensure that information required to be
disclosed by the Registrant in the reports it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities an
Exchange Commission.

(a)(ii) There were no significant changes in the Registrant's internal controls
or in other factors that could significantly affect these controls subsequent to
the Evaluation Date.


                     Form N-SAR Certification

I, Carl D. Johns, certify that:
  [identify the certifying individual]

1. I have reviewed this report on Form N-SAR of Boulder Growth & Income Fund,
Inc.;
                                                  [identify registrant]

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial information
is based, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in
this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: ___January 28, 2002___

[Signature] _/s/ Carl D. Johns__________________________
[Title] _____Vice President and Treasurer_________________

                     Form N-SAR Certification

I, Stephen C. Miller, certify that:
  [identify the certifying individual]

1. I have reviewed this report on Form N-SAR of Boulder Growth & Income Fund,
Inc.;
                                                  [identify registrant]

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial information
is based, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in
this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: ___January 28, 2002___

[Signature] __/s/ Stephen C. Miller_____________________
[Title] _____President_____________