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