EXHIBIT (l)(ii)
OPINION AND CONSENT OF VENABLE, BAETJER & HOWARD, LLP

[ON THE LETTERHEAD OF VENABLE, BAETJER & HOWARD LLP]

                                November 20, 2002

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York  10019-6099

          Re: Boulder Growth and Income Fund, Inc.
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Ladies and Gentlemen:

          We have acted as special Maryland counsel for Boulder Growth and
Income Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
issuance of up to 5,663,892 shares (the "Shares") of its common stock, $.01 par
value per share (the "Common Stock"), pursuant to the exercise of transferable
rights (the "Rights") to purchase Common Stock to be distributed to the Fund's
stockholders in accordance with the Fund's Registration Statement on Form N-2
(File No. 333-100634) (the "Registration Statement") (the "Rights Offering").

          As Maryland counsel for the Fund, we are familiar with its Charter and
Bylaws. We have examined the prospectus with respect to the Rights contained in
the Registration Statement, substantially in the form in which it is to become
effective (the "Prospectus"), and the form of subscription certificate for
exercise of the Rights. We have examined and relied on a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Fund is duly incorporated and existing under the laws of the State of Maryland
and is in good standing and duly authorized to transact business in the State of
Maryland. We have further examined and relied on a certificate of an officer of
the Fund with respect to the Fund's Charter and Bylaws and certain action taken
by its Board of Directors, among other matters addressed in the certificate. We
have examined and relied on such corporate records of the Fund and other
documents and certificates as to factual matters as we have deemed necessary to
render the opinion expressed herein.

          We have assumed, without independent verification, the authenticity of
all documents submitted to us as originals, the conformity with originals of all
documents submitted to us as copies, and the genuineness of all signatures.

          Based on such examination, we are of the opinion that





the Shares of Common Stock to be issued upon exercise of the Rights have been
duly authorized and that when the Shares have been sold, issued and paid for as
contemplated by the Prospectus, the Shares will be validly and legally issued,
fully paid and nonassessable.

          This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as the authorization and issuance of
stock. It does not extend to the securities laws or "Blue Sky" laws of Maryland,
to federal securities laws or to other laws.

          You may rely on our foregoing opinion in rendering your opinion to the
Fund that is to be filed as an exhibit to the Registration Statement. We consent
to the filing of this opinion as an exhibit to the Registration Statement. We do
not thereby admit that we are "experts" as that term is used in the Securities
Act of l933 and the regulations thereunder.

                                            Very truly yours,


                                            /s/ Venable, Baetjer and Howard, LLP