EXHIBIT (a)(vi)
ARTICLES OF AMENDMENT DATED 10/01/2002

                       BOULDER GROWTH & INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

     Boulder Growth & Income Fund, Inc., a Maryland corporation with its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: The charter of the Corporation is hereby amended by amending the
current provisions of Article FIFTH of the Articles of Incorporation to read as
follows:

               FIFTH: (a) The total number of shares of stock that the
     Corporation shall have authority to issue is ten million (10,000,000)
     shares, all initially designated Common Stock, of the par value of One
     Dollar ($1.00) each and of the aggregate par value of Ten Million Dollars
     ($10,000,000). The Board of Directors, with the approval of a majority of
     the entire Board, and without action by the stockholders, may amend the
     charter to increase or decrease the aggregate number of shares of stock or
     the number of shares of stock of any class or series that the Corporation
     has authority to issue. The Board of Directors of the Corporation is also
     authorized to classify or to reclassify from time to time any unissued
     shares of stock of the Corporation, whether now or hereafter authorized, by
     setting, changing or eliminating the preferences, conversion or other
     rights, voting powers, restrictions, limitations as to dividends,
     qualifications, or terms and conditions of redemption of the stock.

     SECOND: The amendments to the charter of the Corporation set forth in these
Articles of Amendment were advised by the Board of Directors and approved by the
stockholders. The amendments do not increase the authorized stock of the
Corporation or the aggregate par value thereof.

          IN WITNESS WHEREOF, Boulder Growth & Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary as of October 1, 2002. The undersigned President of
Boulder Growth & Income Fund, Inc., hereby acknowledges in the name and on
behalf of the Corporation the foregoing Articles of Amendment to be the
corporate act of the Corporation and further certifies that to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under
penalties of perjury.






DATED: October 1, 2002

WITNESS:                                  BOULDER GROWTH & INCOME FUND, INC.


/s/ Stephanie Kelley                      /s/ Stephen C. Miller

Stephanie Kelley, Secretary               Stephen C. Miller, President