X0306 4/A 2015-03-20 2015-03-24 0 0000790202 FIRST OPPORTUNITY FUND INC FOFI 0001245548 MURPHEY NICOLE L 2344 SPRUCE STREET SUITE A BOULDER CO 80302 0 1 0 0 Treasurer, V.P & CFO Common Stock 2015-03-20 4 D 0 425 D 0 D On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement"). Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares"). The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73 and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of FOFI shares received 1.111719 BIF Shares for each FOFI share owned. Fractional shares were paid in cash. In connection with the Reorganization, Nicole L. Murphey received 472 BIF Shares (and cash for fractional shares, if any) for her 425 shares of FOFI. This Form 4/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 4 originally filed by the Reporting Person with the Securities and Exchange Commission on March 24, 2015 (the "Original Form 4"). This Amendment revises the Original Form 4 by (i) correcting the transaction code in Column 3 of Table I to reflect that the disposition of shares was an exempt transaction under Rule 16b-3(e) and not an open market or private sale of non-derivative or derivative security and (ii) amending the footnotes to provide more adequate disclosure of the Reorganization. /s/ Nicole L. Murphey 2015-05-07