EXHIBIT (d)(vii)
  DTC 0VER-SUBSCRIPTION

                       BOULDER GROWTH & INCOME FUND, INC.
                             RIGHTS FOR COMMON STOCK

                 DTC PARTICIPANT OVER-SUBSCRIPTION EXERCISE FORM

     THIS FORM IS TO BE USED ONLY BY DEPOSITORY TRUST COMPANY PARTICIPANTS TO
EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO
WHICH THE PRIMARY SUBSCRIPTION PRIVILEGE WAS EXERCISED IN FULL AND DELIVERED
THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY. ALL OTHER EXERCISES OF
OVER-SUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE
SUBSCRIPTION CERTIFICATES.

     THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND'S
PROSPECTUS DATED ___________, 2002 (THE "PROSPECTUS") AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
THE SUBSCRIPTION AGENT BY CALLING 1-800-732-6518.

     VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M., EASTERN
TIME ON DECEMBER 20, 2002, UNLESS EXTENDED BY THE FUND (THE "EXPIRATION DATE").

     1. The undersigned hereby certifies to the Fund and the Subscription Agent
that it is a participant in The Depository Trust Company ("DTC") and that it has
either (i) fully exercised its Rights under the Primary Subscription and
delivered such exercised Rights to the Subscription Agent by means of transfer
to the DTC Account of the Subscription Agent or (ii) delivered to the
Subscription Agent a Notice of Guaranteed Delivery in respect of the exercise of
the Primary Subscription Privilege and will deliver the Rights called for in
such Notice of Guaranteed Delivery to the Subscription Agent by means of
transfer to such DTC Account of Subscription Agent.

     2. The undersigned hereby exercises the Over-Subscription Privilege to
purchase, to the extent available, _____________ shares of Common Stock and
certifies to the Fund and the Subscription Agent that such Over-Subscription
Privilege is being exercised for the account or accounts of persons (which may
include the undersigned) on whose behalf all Primary Subscription Rights have
been exercised.

     3. The undersigned understands that payment of the estimated Subscription
Price of $5.09 per share for each share of Common Stock subscribed for pursuant
to the Over-Subscription Privilege must be received by the Subscription Agent
before 5:00 P.M., Eastern time, on the Expiration Date, and represents that such
payment, in the aggregate amount of $_______, either (check Appropriate box):






     [_]  has been or is being delivered to the Subscription Agent pursuant to
          the Notice of Guaranteed Delivery referred to above; or

     [_]  is being delivered to the Subscription Agent herewith; or

     [_]  has been delivered separately to the Subscription Agent.

In the case of funds not delivered pursuant to a Notice of Guaranteed Delivery,
the undersigned represents that payment is or was delivered in the manner set
forth below (check appropriate box and complete information relating thereto):

     [_]  uncertified check

     [_]  certified check

     [_]  bank draft

                          (Continued on the other side)







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Primary Subscription Confirmation Number


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DTC Participant Number


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Name of DTC Participant

For allocation purposes, the total number of record date shares owned by the
persons on whose behalf this Over-Subscription Privilege is being exercised were
__________________.

Registration into which shares, interest and/or refund checks should be issued:

Name:
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Address:
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Certified TIN:
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By:
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Name:

Title:

Contact Name:
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Phone Number:
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Dated:                   , 2002
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