Boulder Growth & Income Fund, Inc.

Annual Report

November 30, 2007

Dear Stockholder:

Recent market activity has brought to mind the famous first line, "It was the best of times. It was the worst of times." The volatile market can't seem to decide which of these is true. To tell you the truth, we don't know ourselves. We'd probably sway a bit towards the latter. With the housing market in a decline, the impact crosses many economic boundaries, meaning it doesn't affect just one sector of the economy. One thing we do know is the volatility is producing huge swings in stock prices in very short periods of time. And while this can create opportunities for us from time to time, it creates much more opportunity for traders who like to buy and sell a lot.

When the final bell rang on November 30, 2007, the Fund's fiscal year-end, the Boulder Growth & Income Fund had a total return on net asset value (NAV) of 12.4%. This outperformed the S&P 500 Index which returned 7.7% for the same period. That's just a "picture in time," if you will, of our performance. On Monday morning, December 3, 2007, the opening bell rang, and the stocks started trading again. We'll write another letter in 6 months to let you know how the Fund did from that opening bell to the closing bell at the end of May.

Below is a comparison of the Fund's NAV performance with that of the S&P 500 Index, the Dow Jones Industrial Average and the NASDAQ Composite:

Cumulative Returns				3 Months Ended 11/30/07				6 Months Ended 11/30/07				One Year Ended 11/30/07				Three Years* Ended 11/30/07				Five Years* Ended 11/30/07				Since January 2002**
Boulder Growth & Income					8.3	%			4.4	%			12.4	%			13.6	%			15.6	%			9.5	%
S&P 500 Index					1.0	%			-2.3	%			7.7	%			10.1	%			11.6	%			6.6	%
Dow Jones Industrial Average					0.8	%			-0.7	%			11.9	%			11.2	%			11.0	%			7.7	%
NASDAQ Composite					2.7	%			2.6	%			10.3	%			9.1	%			13.2	%			6.3	%

 

The total returns for BIF in the table above do not include the affect of dilution from the 12/2002 rights offering. If the affect of dilution is included, the 5 year and since 1/2002 annualized return would have been 11.4% and 6.0% respectively.

*  Annualized

**  Annualized since January 2002, when the current Advisers became investment advisers to the Fund.

While the Fund's total return on NAV beat all the indicies for all of the periods in the table above, the returns would have been better without a class action lawsuit that was filed against the Fund last summer. The Fund spent $200,000 on its successful legal defense. The $200,000 was the deductible on the insurance policy. Had the Fund not had to spend this $200,000, the Fund's NAV would have been about $.01 per share higher. Doesn't sound like a lot, but the time, effort and money spent on this was a lot. We finally agreed to not counter-sue the complainant if he would agree to drop the suit, and the case was dismissed with prejudice.

The Fund successfully completed a one-for-three rights offering in September. The Fund issued approximately 3.8 million shares at NAV. So whether you participated in the rights offering or not, the value per share remained the same—the impact on the net asset value was neither dilutive nor accretive. Total proceeds raised in the issuance were just under $33 million. Since the issuance, we have spent very little of the proceeds; consequently the Fund is sitting on quite a bit of cash right now. This bodes well for stockholders since the overall market has been in a decline since that time. The Dow Jones Industrials were near their all-time high of 14,000. At the time of this letter, the Dow is below 12,500. When the right investment(s) come along, we'll be ready to pounce.

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The Fund paid out total dividends in fiscal 2007 of $1.35 per share. For that same 12 month period, the Fund's net asset value (NAV) per share declined by $.16 per share, from $9.08 to $8.92. So stockholders were up for the year by a net $1.19 per share. On an annual basis, the monthly dividend of $.115 per share works out to $1.38 per share. This dividend amount is 14.3% of the most recent market price of $9.66 per share. Why are we paying this dividend? It's a way to allow stockholders to reap some of the unrealized gains in the Fund without having to pay taxes on it. It's not our intention to cause the Fund's assets to shrink. Rather, we hope that over time the Fund's assets will increase. Whether or not they continue to increase at a rate equal to or greater than the dividend is yet to be seen. Since the inception of the managed distribution in May, 2006, the Fund's NAV has increased. We'd sure like it if it continued this path, but we can't assure you of that. Obviously if the assets grow slower than the dividend over time, the Fund will shrink. Either way, stockholders will be receiving cash on a monthly basis. While the Fund hasn't received exemptive relief from the SEC on paying more than one capital gain distribution per year, as long as the Fund doesn't "declare" and pay more than one capital gain, it can pay a monthly level distribution. Any realized capital gains will have to be declared and paid out at year-end. If by chance the SEC grants the Fund exemptive relief prior to year-end, the Fund could declare some of the monthly dividends to have some capital gains in them. By the way, if you haven't enrolled in the Fund's DRIP plan (Dividend Reinvestment Plan), now is a good time. You need to call your broker if you're not a registered holder, and make sure your broker allows participation in the Fund plan—not theirs. The Fund plan gives a benefit if the Fund's stock price is trading at a premium on the payment date—it issues shares at the higher of NAV or 95% of market.

We didn't sell any Berkshire Hathaway. It may sound like a strange thing to say, but given the increase last year of around 31%, it's nice to know the Fund still holds it. Berkshire is the largest position in the Fund, comprising 28.5% of the total portfolio. Obviously, it didn't start out that way. While we did buy a large amount of Berkshire over 5 years ago, it's like the cream that has floated to the top. We'll likely continue holding it for quite some time.

So how did some of the other stocks in the Fund fare during the year? The biggest gainer was one of the foreign holdings—Midland Holdings, a Hong Kong property broker, up 169%. Two other Hong Kong companies, Hang Lung Properties and Cheung Kong Holdings, were up 104% and 62% respectively. On the other side of the world in Britain, British Land Company was down almost 40%. And domestically, Marsh McLennan was down 20%. We added several new positions of significance in the Fund: Brookfield Asset Management and Walgreen's.

Our website at www.boulderfunds.net is an excellent source for information on the Fund. One of the new features on the website is the ability to sign up for electronic delivery of stockholder information. Through electronic delivery, you can enjoy the convenience of receiving and viewing stockholder communications, such as annual reports, managed distribution information, and proxy statements online in addition to, but more quickly than, the hard copies you currently receive in the mail. To enroll, simply go to www.boulderfunds.net/enotify.htm. You will also find information about the Boulder Growth & Income Fund's sister fund—the Boulder Total Return Fund—on the website.

Sincerely,

Stewart R. Horejsi Stewart Investment Advisers Barbados, W.I.				Carl D. Johns Boulder Investment Advisers, LLC Boulder, Colorado

 

January 11, 2008

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Boulder Growth & Income Fund, Inc.

Financial Data
(Unaudited)

				Per Share of Common Stock
				Net Asset Value				NYSE Closing Price				Dividends Paid
11/30/06				$	9.08			$	10.45			$	0.100
12/31/06					9.19				9.61				0.100
1/31/07					9.38				10.27				0.100
2/28/07					9.06				11.43				0.115
3/31/07					9.10				11.99				0.115
4/30/07					9.13				13.24				0.115
5/31/07					9.18				10.52				0.115
6/30/07					8.93				11.04				0.115
7/31/07					8.54				10.07				0.115
8/31/07					8.55				10.21				0.115
9/30/07					8.71				9.75				0.115
10/31/07					8.90				9.68				0.115
11/30/07					8.92				9.16				0.115

 

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Portfolio of Investments as of November 30, 2007   Boulder Growth & Income Fund, Inc.

Shares				Description				Value (Note 1)
LONG TERM INVESTMENTS-88.9%
DOMESTIC COMMON STOCKS-55.7%
Beverages-5.4%
	164,500			Anheuser-Busch Companies, Inc.				$	8,672,441
Buildings-Residential/Commercial-0.3%
	3,300			KB Home					68,937
	11,400			DR Horton, Inc.					136,458
	7,600			Ryland Group, Inc.					174,800
	6,300			Toll Brothers, Inc.†					130,221
									510,416
Construction Machinery-0.9%
	20,000			Caterpillar, Inc.					1,438,000
Data Processing-Management-0.6%
	20,690			Fidelity National Information Services, Inc.					894,222
Diversified-28.5%
	310			Berkshire Hathaway, Inc., Class A†					43,431,000
	500			Berkshire Hathaway, Inc., Class B†					2,345,000
									45,776,000
Diversified Financial Services-1.0%
	22,000			Legg Mason, Inc.					1,678,820
Health Care Products & Services-0.8%
	18,000			Johnson & Johnson					1,219,320
Insurance-1.7%
	47,074			Fidelity National Financial, Inc.					735,296
	40,000			First American Corporation					1,367,200
	27,000			Marsh & McLennan Companies, Inc.					678,240
									2,780,736
Manufacturing-2.8%
	50,500			Eaton Corporation					4,510,155
Real Estate Investment Trust (REIT)-3.3%
	41,100			General Growth Properties, Inc.					1,908,684
	75,000			Nationwide Health Properties, Inc.					2,346,000
	15,000			Regency Centers Corporation					996,600
									5,251,284
Retail-9.2%
	40,000			The Home Depot, Inc.					1,142,400
	240,000			Wal-Mart Stores, Inc.					11,496,000
	60,000			Walgreen Company					2,195,400
									14,833,800
Registered Investment Company (RIC)-1.2%
	113,192			Flaherty & Crumrine/Claymore Total Return Fund, Inc.					1,924,264
				Total Domestic Common Stocks (cost $62,137,872)					89,489,458

 

See accompanying Notes to Financial Statements.
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Portfolio of Investments as of November 30, 2007   Boulder Growth & Income Fund, Inc.

Shares				Description				Value (Note 1)
FOREIGN COMMON STOCKS-20.0%
Australia-0.9%
	983,610			ING Office Fund, REIT				$	1,465,790
Canada-1.3%
	10,200			Bank of Nova Scotia					539,286
	44,000			Brookfield Asset Management, Inc. - Class A					1,589,035
									2,128,321
France-1.3%
	9,500			Unibail-Rodamco, REIT					2,160,292
Hong Kong-7.2%
	185,000			Cheung Kong Holdings, Ltd.					3,476,443
	600,000			Hang Lung Properties, Ltd., REIT					2,720,477
	500,000			Henderson Investment, Ltd., REIT					1,057,107
	1,500,000			Midland Holdings, Ltd.					2,223,393
	650,000			Wheelock & Co., Ltd., REIT					2,087,240
									11,564,660
Japan-0.7%
	250			New City Residence Investment Corporation, REIT					1,061,528
Netherlands-1.3%
	31,663			Heineken NV					2,085,865
New Zealand-2.7%
	4,150,135			Kiwi Income Property Trust, REIT					4,390,748
Singapore-0.9%
	850,000			Ascendas Real Estate Investment Trust					1,368,930
Turkey-0.0%
	57,183			Dogus Ge Gayrimenkul Yatirim Ortakligi A.S., REIT†					74,238
United Kingdom-3.7%
	65,000			British Land Co. PLC, REIT					1,228,241
	25,000			Diageo PLC, Sponsored ADR					2,264,500
	235,000			Lloyds TSB Group PLC					2,391,816
									5,884,557
				Total Foreign Common Stocks (cost $21,429,028)					32,184,929
AUCTION MARKET PREFERRED SECURITIES-13.2%
	228			Advent Claymore Global Convertible Securities & Income Fund Series W					5,700,000
	120			Cohen & Steers REIT & Preferred Income Fund, Inc.					3,000,000
	120			Cohen & Steers REIT & Utilities Fund					3,000,000
	98			Cohen & Steers Select Utility Fund, Series M7					2,450,000
	120			Gabelli Dividend & Income Trust					3,000,000
	160			Neuberger Berman Real Estate Fund, Series A					4,000,000
				Total Auction Market Preferred Securities (cost $21,150,316)					21,150,000
				Total Long Term Investments (cost $104,717,216)					142,824,387

 

See accompanying Notes to Financial Statements.
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Portfolio of Investments as of November 30, 2007   Boulder Growth & Income Fund, Inc.

Par Value				Description				Value (Note 1)
SHORT TERM INVESTMENTS-9.9%
BANK DEPOSITS-0.3%
$	544,759			Eurodollar Time Deposit, 3.700% due 12/03/07				$	544,759
FOREIGN GOVERNMENT BONDS-6.5%
New Zealand-1.5%
	3,300,000			New Zealand Treasury Bill, 6.000% due 07/15/08 NZD					2,508,694
United Kingdom-5.0%
	2,409,000			United Kingdom Treasuries, 7.250% due 12/07/07 GBP					4,954,105
	1,500,000			United Kingdom Treasury Bill, due 03/10/08(a) GBP					3,041,045
									7,995,150
				Total Foreign Government Bonds (cost $10,428,447)					10,503,844
U.S. TREASURY BILLS-3.1%
	5,000,000			U.S. Treasury Bill, 3.590% due 12/27/07					4,989,360
				Total Short Term Investments (cost $15,959,245)					16,037,963
Total Investments-98.8%
				(cost $120,676,461)					158,862,350
				Other Assets and Liabilities-1.2%					1,923,959
				Total Net Assets Available to Common Stock and Preferred Stock-100%					160,786,309
				Auction Market Preferred Stock (AMPs) Redemption Value					(25,000,000	)
				Total Net Assets Available to Common Stock				$	135,786,309

 

†    Non-income producing security

(a)    Zero coupon bond

ADR  -  American Depository Receipt

GBP  -  British Pound

NZD  -  New Zealand Dollar

•    For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percent of net assets. These industry classifications are unaudited.

See accompanying Notes to Financial Statements.
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Investments as a % of Net Assets (Unaudited)

See accompanying Notes to Financial Statements.
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Statement of Assets and Liabilities  Boulder Growth & Income Fund, Inc.

November 30, 2007

ASSETS:
Investments, at value (Cost $120,676,461) (Note 1)				$	158,862,350
Foreign currency, at value (Cost $1,668,155)					1,708,486
Dividends and interest receivable					560,039
Tax reclaims receivable					2,553
Prepaid expenses and other assets					9,051
TOTAL ASSETS					161,142,479
LIABILITIES:
Investment co-advisory fees payable (Note 2)				$	161,267
Co-administration and custodian fees payable (Note 2)					49,662
Accumulated undeclared dividends on Taxable Auction Market Preferred Stock (Note 5)					62,500
Legal and audit fees payable					55,689
Accrued expenses and other payables					27,052
TOTAL LIABILITIES					356,170
FUND TOTAL NET ASSETS				$	160,786,309
TAXABLE AUCTION MARKET PREFERRED STOCK:
$0.01 par value, 10,000 shares authorized, 1,000 shares outstanding, liquidation preference of $25,000 per share (Note 5)					25,000,000
TOTAL NET ASSETS (APPLICABLE TO COMMON STOCKHOLDERS)				$	135,786,309
NET ASSETS (Applicable to Common Stockholders) consist of:
Distributions in excess of net investment income				$	(422,325	)
Unrealized appreciation on investments and foreign currency transactions					38,231,243
Par value of Common Stock (Note 4)					152,261
Paid-in Capital in excess of par value of Common Stock					97,825,130
TOTAL NET ASSETS (Applicable to Common Stockholders)				$	135,786,309
Net asset value per share outstanding (15,226,099 shares outstanding)				$	8.92

 

See accompanying Notes to Financial Statements.
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Statement of Operations  Boulder Growth & Income Fund, Inc.

For the Year Ended November 30, 2007

INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $86,552)				$	5,212,933
Interest and other income					700,560
TOTAL INVESTMENT INCOME:					5,913,493
EXPENSES:
Investment co-advisory fees (Note 2)				$	1,677,927
Co-administration and custodian fees (Note 2)					411,602
Legal and audit fees					452,150
Director's fees and expenses (Note 2)					130,641
Preferred Stock broker commissions and Auction Agent fees					73,081
Printing fees					69,867
Insurance expenses					19,363
Other					92,087
GROSS EXPENSES					2,926,718
Fees waived by Co-administrator (Note 2)					(34,239
OPERATING EXPENSES					2,892,479
NET INVESTMENT INCOME					3,021,014
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on:
Securities					5,262,294
Foreign currency related transactions					251,145
					5,513,439
Net change in unrealized appreciation of:
Securities					8,205,198
Foreign currency related transactions					37,707
					8,242,905
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS					13,756,344
LESS: PREFERRED STOCK DIVIDENDS					(1,360,179	)
NET INCREASE IN NET ASSETS FROM OPERATIONS APPLICABLE TO COMMON SHARES				$	15,417,179

 

See accompanying Notes to Financial Statements.
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Statement of Changes in Net Assets  Boulder Growth & Income Fund, Inc.

				Year Ended November 30, 2007				Year Ended November 30, 2006
OPERATIONS:
Net investment income				$	3,021,014			$	4,546,584
Net realized gain on investments sold during the period					5,513,439				732,245
Net change in unrealized appreciation of investments during the period					8,242,905				16,320,920
Net increase in net assets resulting from operations					16,777,358				21,599,749
DISTRIBUTIONS: PREFERRED STOCK DIVIDENDS
Dividends paid from net investment income					(1,302,146	)			(1,244,284	)
Dividends paid from long term capital gains					(58,033	)			—
Total Distributions: Preferred Stock Dividends					(1,360,179	)			(1,244,284	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS APPLICABLE TO COMMON SHARES					15,417,179				20,355,465
DISTRIBUTIONS: COMMON SHARES
Dividends paid from net investment income					(6,899,173	)			(3,991,542	)
Dividends paid from tax return of capital					(9,042,238	)			(4,168,456	)
Dividends paid from long term capital gains					(307,480	)			—
Total Distributions: Common Shares					(16,248,891	)			(8,159,998	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from Rights Offering (Note 10)					32,953,816				—
Expenses incurred for Rights Offering (Note 10)					(162,591	)			—
Net asset value of shares issued in connection with the reinvestment of dividends from net investment income and distributions from net realized gains and return of capital					722,381				235,467
NET INCREASE IN NET ASSETS FOR THE PERIOD					32,681,894				12,430,934
NET ASSETS:
Beginning of year					128,104,415				115,673,481
End of year (including distributions in excess of net investment income of $(422,325) and $(423,607), respectively)				$	160,786,309			$	128,104,415
AUCTION MARKET PREFERRED SHARES (AMPS) REDEMPTION VALUE					(25,000,000	)			(25,000,000	)
NET ASSETS APPLICABLE TO COMMON SHARES				$	135,786,309			$	103,104,415

 

See accompanying Notes to Financial Statements.
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Financial Highlights  Boulder Growth & Income Fund, Inc.

For a Common share outstanding throughout each period.

Contained below is selected data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for the year indicated. This information has been determined based upon information provided in the financial statements and market price data for the Fund's shares.

				Year Ended November 30,
				2007				2006				2005(a)				2004				2003
OPERATING PERFORMANCE:
Net asset value, beginning of year				$	9.08			$	8.00			$	7.58			$	6.65			$	6.59
Net investment income/(loss)					0.25				0.40				0.04				0.01				(0.03	)
Net realized and unrealized gain on investments					1.06				1.51				0.39				0.95				1.23
Total from investment operations					1.31				1.91				0.43				0.96				1.20
DISTRIBUTIONS: PREFFERED STOCK
Dividends paid from net investment income to AMP* Stockholders					(0.11	)			(0.11	)			(0.01	)			—				—
Dividends paid from long term capital gains to AMP* Stockholders																(0.00)(b)
Change in accumulated undeclared dividends on AMP* Stockholders					—				(0.00	)(b)			(0.00	)(b)			—				—
Net Increase from operations applicable to common shares					1.20				1.80				0.42				0.96				1.20
DISTRIBUTIONS: COMMON SHARES
Dividends paid from net investment income to Common Stockholders					(0.57	)			(0.35	)			—				—				—
Distributions paid from long term capital gains to Common Stockholders																(0.03)
Dividends paid from tax return of capital to Common Stockholders					(0.75	)			(0.37	)			—				(0.03	)			(0.07	)
Dilutive Impact of Rights Offering					—				—				—				—				(1.07	)†
Expenses associated with Rights Offering					(0.01	)			—				—				—				—
Net Increase/(Decrease) in Common Net Asset Value					(0.16	)			1.08				0.42				0.93				0.06
Net asset value, end of year				$	8.92			$	9.08			$	8.00			$	7.58			$	6.65
Market value, end of year				$	9.16			$	10.45			$	6.96			$	6.63			$	5.50
Total investment return based on net asset value(c)					12.49	%			23.45	%			5.54	%			14.44	%			2.37	%
Total investment return based on market value(c)					0.26	%			63.31	%			4.98	%			21.02	%			6.89	%
RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCKHOLDERS:
Operating expenses					2.65	%			2.47	%			2.24	%			2.00	%			1.93	%
Operating expenses including interest expense					—				—				3.00	%			2.38	%			2.30	%
Operating expenses without fee waiver					2.68	%			2.52	%			3.06	%			2.06	%			—
Net investment income					1.52	%(d)			3.44	%(d)			0.55	%(d)			0.01	%			0.08	%
SUPPLEMENTAL DATA:
Portfolio turnover rate					49	%			35	%			41	%			33	%			40	%
Net assets, end of year (in 000s)				$	135,786			$	103,104			$	90,673			$	85,896			$	75,286
Number of shares outstanding at the end of year (in 000's)					15,226				11,353				11,328				11,328				11,328
Ratio of operating expenses to Total Average Net Assets including AMP*					2.16	%			1.96	%			2.46	%			—				—

 

*  Taxable Auction Market Preferred Stock ("AMP")

†  The December, 2002 Rights Offering was fully subscribed at a subscription price of $4.34 for 5,663,892 shares, which equals $24,581,291 in gross proceeds.

(a)  On October 17, 2005, the Fund issued 1,000 shares of AMP's.

(b)  Amount represents less than $(0.01) per Common share.

(c)  Assumes reinvestment of distributions at the price obtained by the Fund's Dividend Reinvestment Plan

(d)  For the years ended November 30, 2005, 2006 and 2007, the net investment income ratio reflects income net of operating expenses and payments and change in undeclared dividends to AMP Stockholders.

See accompanying Notes to Financial Statements.
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Financial Highlights (Continued)  Boulder Growth & Income Fund, Inc.

The table below sets out information with respect to Taxable Auction Market Preferred Stock currently outstanding.(1)

				Total Shares Outstanding				Average Coverage Per Share				Involuntary Liquidating Preference Per Share(2)				Average Market Value Per Share(2)
11/30/07					1,000			$	160,830			$	25,000			$	25,000
11/30/06					1,000				128,167				25,000				25,000
11/30/05					1,000				115,673				25,000				25,000

 

(1) See Note 5.

(2) Excludes accumulated undeclared dividends.

See accompanying Notes to Financial Statements.
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Notes to Financial Statements  Boulder Growth & Income, Inc.

Note 1. Significant Accounting Policies

Boulder Growth & Income Fund, Inc. (the "Fund"), is a non-diversified, closed-end management company organized as a Maryland corporation and is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The policies described below are followed consistently by the Fund in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America.

Portfolio Valuation: The net asset value of the Fund's Common Stock is determined by the Fund's administrator no less frequently than on the last business day of each week and month. It is determined by dividing the value of the Fund's net assets attributable to common shares by the number of shares of Common Stock outstanding. The value of the Fund's net assets attributable to common shares is deemed to equal the value of the Fund's total assets less (i) the Fund's liabilities and (ii) the aggregate liquidation value of the outstanding Taxable Auction Market Preferred Stock. Securities listed on a national securities exchange are valued on the basis of the last sale on such exchange or the NASDAQ Official Close Price on the day of valuation. In the absence of sales of listed securities and with respect to securities for which the most recent sale prices are not deemed to represent fair market value, and unlisted securities (other than money market instruments), securities are valued at the mean between the closing bid and asked prices, or based on a matrix system which utilizes information (such as credit ratings, yields and maturities) from independent sources. Investments for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including reference to valuations of other securities which are considered comparable in quality, maturity and type. Investments in money market instruments, which mature in 60 days or less at the time of purchase, are valued at amortized cost.

Securities Transactions and Investment Income: Securities transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded on ex-dividend dates. Interest income is recorded using the interest method.

The actual amounts of dividend income and return of capital received from investments in real estate investment trusts ("REITS") and registered investment companies ("RICS") at calendar year-end are determined after the end of the fiscal year. The Fund therefore estimates these amounts for accounting purposes until the actual characterization of REIT and RIC distributions is known. Distributions received in excess of the estimate are recorded as a reduction of the cost of investments.

Foreign Currency Translation: The books and records of the Fund are maintained in US dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated in US dollars at the exchange rate prevailing at the end of the period, and purchases and sales of investment securities, income and expenses transacted in foreign currencies are translated at the exchange rate on the dates of such transactions.

Foreign currency gains and losses result from fluctuations in exchange rates between trade date and settlement date on securities transactions, foreign currency transactions and the difference between amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and the subsequent sale trade date is included in gains and losses on investment securities sold.

Repurchase Agreements: The Fund may engage in repurchase agreement transactions. The Fund's Management reviews and approves periodically the eligibility of the banks and dealers with which the Fund enters into repurchase agreement transactions. The value of the collateral underlying such transactions is at least equal at all times to the total amount of the repurchase obligations, including interest. The Fund maintains possession of the collateral and, in the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. There is the possibility of loss to the Fund in the event the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities.

Dividends and Distributions to Stockholders: On May 12, 2006, stockholders approved a managed distribution policy for the Fund. As such, the Fund makes regular monthly distributions, currently equal to $0.115 per share, per month. About half of the monthly distributions consisted of a tax return of capital to stockholders in 2007. A "tax return of capital" represents a return of a stockholder's original investment in the Fund's shares, and should not be confused with a dividend yield. The distributions also included a component of net investment income. An IRS Form 1099-DIV will be sent to stockholders indicating the tax characteristic of the distributions they received and exactly how much would be net investment income, ordinary income, capital gains, if any, and tax return of capital, if any. The Fund's managed distribution policy may be terminated at any time by the Fund's Board of Directors.

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Notes to Financial Statements  Boulder Growth & Income, Inc.

It is possible that a portion of the distributions will represent capital gains earned by the Fund but offset by capital loss carry-forwards, which will be taxable at ordinary income tax rates. To the extent stockholders receive a return of capital they will be required to adjust their cost basis by the same amount upon the sale of their Fund shares. Stockholders should seek their own tax advice regarding the reporting of income and the gain or loss on the sale of the Fund's shares.

Distributions to stockholders are recorded on the ex-dividend date. Any net realized short-term capital gains will be distributed to stockholders at least annually. Any net realized long-term capital gains may be distributed to stockholders at least annually or may be retained by the Fund as determined by the Fund's Board of Directors. Capital gains retained by the Fund are subject to tax at the corporate tax rate. Subject to the Fund qualifying as a registered investment company, any taxes paid by the Fund on such net realized long-term gains may be used by the Fund's Stockholders as a credit against their own tax liabilities.

Federal Income Taxes: The Fund intends to qualify as a registered investment company by complying with the requirements under subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"), applicable to RICs and intends to distribute substantially all of its taxable net investment income to its stockholders. Therefore, no Federal income tax provision is required.

Income and capital gain distributions are determined and characterized in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to (1) differing treatments of income and gains on various investment securities held by the Fund, including timing differences, (2) the attribution of expenses against certain components of taxable investment income, and (3) federal regulations requiring proportional allocation of income and gains to all classes of Stockholders. The Code imposes a 4% nondeductible excise tax on the Fund to the extent the Fund does not distribute by the end of any calendar year at least (1) 98% of the sum of its net investment income for that year and its capital gains (both long-term and short-term) for its fiscal year and (2) certain undistributed amounts from previous years.

Use of Estimates: The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Note 2. Investment Co-Advisory Fees, Directors' Fees, Co-Administration Fee, Custody Fee and Transfer Agent Fee

Boulder Investment Advisers, L.L.C. ("BIA") and Stewart Investment Advisers ("SIA") serve as the Fund's Co-Investment Advisers ("Advisers"). The Fund pays the Advisers a monthly fee at an annual rate of 1.25% of the value of the Fund's average monthly net assets (including the principal amount of leverage, if any). At the January 26, 2007 Board of Directors meeting, the Advisers agreed to a waiver of advisory fees such that, in the future, the advisory fees would be calculated at the annual rate of 1.25% on assets up to $400 million, 1.10% on assets between $400-$600 million and 1.00% on assets exceeding $600 million. This fee waiver has a one year term and is renewable annually at the option of the Advisers. The waiver is not subject to recapture. The equity owners of BIA are Evergreen Atlantic, LLC, a Colorado limited liability company ("EALLC"), and the Lola Brown Trust No. 1B (the "Lola Trust"), each of which is considered to be an "affiliated person" of the Fund as that term is defined in the 1940 Act. Stewart West Indies Trading Company, Ltd. is a Barbados international business company doing business as Stewart Investment Advisers. SIA receives a monthly fee equal to 75% of the fees earned by the Advisers, and BIA receives 25% of the fees earned by the Advisers. The equity owner of SIA is the Stewart West Indies Trust, considered to be an "affiliated person" of the Fund as that term is defined in the 1940 Act.

Fund Administrative Services, LLC ("FAS") serves as the Fund's Co-Administrator. Under the Administration Agreement, FAS provides certain administrative and executive management services to the Fund including: providing the Fund's principal offices and executive officers, overseeing and administering all contracted service providers, making recommendations to the Board regarding policies of the Fund, conducting stockholder relations, authorizing expenses and other administrative tasks. Under the Administration Agreement, the Fund pays FAS a monthly fee calculated at an annual rate of 0.20% of the value of the Fund's average monthly net assets up to $250 million; 0.18% of the Fund's average monthly net assets on the next $150 million; and, 0.15% on the value of the Fund's average monthly assets over $400 million. Notwithstanding, FAS has agreed to cap the Fund's total administration costs at 0.30% (including administration, co-administration, transfer agent and custodian fees). As such, FAS contractually agreed to waive a portion of its fee should the total monthly administration expenses exceed 0.30%. The equity owners of FAS are EALLC and the Lola Trust, each of which is considered to be an "affiliated person" of the Fund as that term is defined in the 1940 Act.

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Notes to Financial Statements  Boulder Growth & Income, Inc.

The Fund pays each Director who is not a director, officer or employee of the Advisers or FAS a fee of $8,000 per annum, plus $3,000 for each in-person meeting of the Board of Directors and $500 for each telephone meeting. In addition, the Chairman of the Board and the Chairman of the Audit Committee receive $1,000 per meeting and each member of the Audit Committee receives $500 per meeting. The Fund will also reimburse Directors for travel and out-of-pocket expenses incurred in connection with such meetings.

State Street Bank and Trust Company ("State Street") (formerly known as, Investors Bank & Trust Company) serves as the Fund's Co-Administrator and Custodian. As compensation for its services, State Street receives certain out-of-pocket expenses, transaction fees and asset-based fees, which are accrued daily and paid monthly. The Fund pays State Street an annualized fee of 0.058% of the Fund's average monthly net assets for the first $300 million and 0.04% for average monthly net assets over $300 million, with a minimum of $10,500 per month, in addition to any out-of-pocket and transaction fees.

PFPC Inc. ("PFPC") serves as the Fund's Common Stock Servicing Agent (transfer agent), dividend-paying agent and registrar, and as compensation for PFPC's services as such, the Fund pays PFPC a monthly fee plus certain out-of-pocket expenses.

Deutsche Bank Trust Company Americas, a wholly owned subsidiary of Deutsche Bank AG ("Auction Agent"), serves as the Fund's Taxable Auction Market Preferred Stock transfer agent, registrar, dividend disbursing agent and redemption agent.

Note 3. Purchases and Sales of Securities

Cost of purchases and proceeds from sales of securities for the year ended November 30, 2007, excluding short-term investments, aggregated $65,127,895 and $58,247,796, respectively.

On November 30, 2007, based on cost of $121,053,618 for federal income tax purposes, aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $38,869,950 and aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $1,061,218.

Note 4. Common Stock

At November 30, 2007, 249,990,000 of $0.01 par value Common Stock were authorized of which 15,226,099 were outstanding.

Transactions were as follows:
				Year Ended November 2007								Year Ended November 2006
				Shares				Amount				Shares				Amount
Rights offering					3,801,119			$	32,953,816				—				—
Shares issued to stockholders due to reinvestment of distributions					71,487				722,381				25,710				235,467
					3,872,606			$	33,676,197				25,710				235,467

 

Note 5. Taxable Auction Market Preferred Stock

The Fund's Articles of Incorporation authorize the issuance of up to 10,000 shares of $0.01 par value Preferred Stock. On October 17, 2005, the Fund issued 1,000 shares of Taxable Auction Market Preferred Stock. Taxable Auction Market Preferred Stock is senior to the Common Stock and results in the financial leveraging of the Common Stock. Such leveraging tends to magnify both the risks and opportunities to Common Stock Stockholders. Dividends on shares of Taxable Auction Market Preferred Stock are cumulative.

The Fund is required to meet certain asset coverage tests with respect to the Taxable Auction Market Preferred Stock. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, Taxable Auction Market Preferred Stock at a redemption price of $25,000 per share plus an amount equal to the accumulated, undeclared and unpaid dividends on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset requirements could restrict the Fund's ability to pay dividends to Common Stock Stockholders and could lead to sales of portfolio securities at inopportune times.

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Notes to Financial Statements  Boulder Growth & Income, Inc.

On November 30, 2007, 1,000 shares of Taxable Auction Market Preferred Stock were outstanding at the annual rate of 4.66%. The dividend rate, as set by the auction process occurring every 28 days, is generally expected to vary with short-term interest rates. These rates may vary in a manner unrelated to the income received on the Fund's assets, which could have either a beneficial or detrimental impact on net investment income and gains available to Common Stock Stockholders. While the Fund expects to earn a higher return on its assets than the cost associated with the Taxable Auction Market Preferred Stock, including expenses, there can be no assurance that such results will be attained.

Note 6. Portfolio Investments, Concentration and Investment Quality

The Fund operates as a "non-diversified" investment company, as defined in the 1940 Act. As a result of being "non-diversified", with respect to 50% of the Fund's portfolio, the Fund must limit to 5% the portion of its assets invested in the securities of a single issuer. There are no such limitations with respect to the balance of the Fund's portfolio, although no single investment can exceed 25% of the Fund's total assets at the time of purchase. A more concentrated portfolio may cause the Fund's net asset value to be more volatile than it has been historically and thus may subject stockholders to more risk. The Fund may hold a substantial position (up to 25% of its assets) in the common stock of a single issuer. As of November 30, 2007, the Fund held more than 25% of its assets in Berkshire Hathaway, Inc. as a direct result of the market appreciation of the issuer since the time of purchase. Thus, the volatility of the Fund's common stock, and the Fund's net assets value and its performance in general, depends disproportionately more on the performance of this single issuer than that of a more diversified fund.

At the April, 2005 Annual Meeting of Stockholders, stockholders approved a proposal that eliminates the Fund's fundamental investment restriction regarding investment in foreign securities. Prior to this meeting, the Fund was not permitted to invest more than 20% of its assets in foreign securities. The Fund now has no restrictions on its ability to invest in foreign securities. Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the Advisers may not be able to sell the Fund's portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund's investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund's return.

At the April, 2007 Annual Meeting of Stockholders, stockholders approved a proposal to change the Fund's industry concentration policy so that the Fund must invest more than 25% of its assets in "real estate related companies" rather than solely in real estate investment trusts (REITs) and related companies.

The Fund intends to concentrate its common stock investments in a few issuers and to take large positions in those issuers, consistent with being a "non-diversified" fund. As a result, the Fund is subject to a greater risk of loss than a diversified fund or a fund that has diversified its investments more broadly. Taking larger positions is also likely to increase the volatility of the Fund's net asset value reflecting fluctuation in the value of large Fund holdings. Under normal market conditions, the Fund intends to invest at least 80% of its net assets in common stocks. Common stocks include dividend-paying closed-end funds and REITs. The portion of the Fund's assets that are not invested in common stocks may be invested in fixed income securities and cash equivalents. The term "fixed income securities" includes RICs whose objective is income, REITs, bonds, U.S. Government securities, notes, bills, debentures, preferred stocks, convertible securities, bank debt obligations, repurchase agreements and short-term money market obligations.

Note 7. Significant Stockholders

On November 30, 2007, trusts and other entities affiliated with Stewart R. Horejsi and the Horejsi family owned 2,533,974 shares of Common Stock of the Fund, representing approximately 16.64% of the total Fund shares. Stewart R. Horejsi is the primary portfolio manager for SIA and is the Fund's primary portfolio manager. He is responsible for the day-to-day strategic management of the Fund.

Note 8. Share Repurchase Program

In accordance with Section 23(c) of the 1940 Act, the Fund may from time to time, repurchase shares of the Fund in the open market at the option of the Board of Directors and upon such terms as the Directors shall determine.

For the years ended November 30, 2007 and November 30, 2006, the Fund did not repurchase any of its own shares.

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Notes to Financial Statements  Boulder Growth & Income, Inc.

Note 9. Tax Basis Distributions

Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. The character of distributions paid on a tax basis during the year ending November 30, 2007 and November 30, 2006 is as follows:

				Year Ended November 2007				Year Ended November 2006
Distributions paid from:
Ordinary Income				$	8,201,319			$	5,235,826
Return of Capital				$	9,042,238			$	4,168,456
Long-Term Capital Gains				$	365,513			$	—
				$	17,609,070			$	9,404,282

 

As of November 30, 2007, the components of distributable earnings on a tax basis were as follows:

Unrealized Appreciation				$	37,854,086
Other Temporary Differences				$	(45,168	)
				$	37,808,918

 

Investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income and or realized gains may differ from their ultimate characterization for federal income tax purposes. Permanent book and tax basis differences of $14,223,825, $(919,874) and $(13,303,951) were reclassified at November 30, 2007 among undistributed net investment income, accumulated net realized loss on investments and Paid in Capital, respectively, for the Fund.

Note 10. Other Information

Rights Offerings: On July 20, 2007 the Fund's stockholders approved a non-transferable rights offering which permitted stockholders to acquire one new share of the Fund for every three shares held on the record date at a subscription price equal to the net asset value ("NAV") per share of common stock at the close of trading on the expiration date of the offering. The record date for determining stockholders eligible to participate in the rights offering was August 1, 2007. The subscription period was from August 13, 2007 to September 14, 2007. The price for the shares issued through the rights offering was calculated based on the NAV on the expiration date of the offering, which was determined to be $8.67. The rights offering was fully subscribed and the Fund issued 3,801,119 new shares at a price of $8.67 per share. The total gross proceeds to the Fund were $32,953,816. The expense associated with the rights offering totaled $162,591.

Note 11. Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management of the Fund is currently evaluating the impact, if any, that FIN 48 will have on the Fund's financial statements.

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Management of the Fund is currently evaluating the impact, if any, that SFAS No. 157 will have on the Fund's financial statements.

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—including an

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Notes to Financial Statements  Boulder Growth & Income, Inc.

amendment of FASB Statement No. 115." SFAS No. 159 permits entities to elect to measure certain financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. Management of the Fund is currently evaluating the impact, if any, that SFAS No. 159 will have on the Fund's financial statements.

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Report of Independent Registered Public Accounting Firm  Boulder Growth & Income Fund, Inc.

The Board of Directors and Stockholders of
Boulder Growth & Income Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of Boulder Growth & Income Fund, Inc. (the "Fund"), including the portfolio of investments, as of November 30, 2007, and the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Fund for each of the three years in the period ended November 30, 2005, were audited by other auditors whose report, dated January 13, 2006, expressed an unqualified opinion on the financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Boulder Growth & Income Fund, Inc. as of November 30, 2007, the results of its operations for the year then ended, and the changes in its net assets and financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Deloitte & Touche LLP
Denver, Colorado
January 25, 2008

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Additional Information (Unaudited)  Boulder Growth & Income Fund, Inc.

Portfolio Information

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available (1) on the Fund's website located at http://www.boulderfunds.net; (2) on the SEC's website at http://www.sec.gov; or (3) for review and copying at the SEC's Public Reference Room ("PRR") in Washington, DC. Information regarding the operation of the PRR may be obtained by calling 1-800-SEC-0330.

Proxy Information

The policies and procedures used to determine how to vote proxies relating to portfolio securities held by the Fund are available on the Fund's website located at http://www.boulderfunds.net. Information regarding how the Portfolio voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available at http://www.sec.gov.

Senior Officer Code of Ethics

The Fund files a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer or controller, or persons performing similar functions (the "Senior Officer Code of Ethics"), with the SEC as an exhibit to its annual report on Form N-CSR. The Fund's Senior Officer Code of Ethics is available on the Fund's website located at http://boulderfunds.net.

Privacy Statement

Pursuant to SEC Regulation S-P (Privacy of Consumer Financial Information) the Directors of the Boulder Growth & Income Fund, Inc. (the "Fund") have established the following policy regarding information about the Fund's stockholders. We consider all stockholder data to be private and confidential, and we hold ourselves to the highest standards in its safekeeping and use.

General Statement. The Fund may collect nonpublic information (e.g., your name, address, email address, Social Security Number, Fund holdings (collectively, "Personal Information")) about stockholders from transactions in Fund shares. The Fund will not release Personal Information about current or former stockholders (except as permitted by law) unless one of the following conditions is met: (i) we receive your prior written consent; (ii) we believe the recipient to be you or your authorized representative; (iii) to service or support the business functions of the Fund (as explained in more detail below), or (iv) we are required by law to release Personal Information to the recipient. The Fund has not and will not in the future give or sell Personal Information about its current or former stockholders to any company, individual, or group (except as permitted by law) and as otherwise provided in this policy.

In the future, the Fund may make certain electronic services available to its stockholders and may solicit your email address and contact you by email, telephone or US mail regarding the availability of such services. The Fund may also contact stockholders by email, telephone or US mail in connection with these services, such as to confirm enrollment in electronic stockholder communications or to update your Personal Information. In no event will the Fund transmit your Personal Information via email without your consent.

Use of Personal Information. The Fund will only use Personal Information (i) as necessary to service or maintain stockholder accounts in the ordinary course of business and (ii) to support business functions of the Fund and its affiliated businesses. This means that the Fund may share certain Personal Information, only as permitted by law, with affiliated businesses of the Fund, and that such information may be used for non-Fund-related solicitation. When Personal Information is shared with the Fund's business affiliates, the Fund may do so without providing you the option of preventing these types of disclosures as permitted by law.

Safeguards regarding Personal Information. Internally, we also restrict access to Personal Information to those who have a specific need for the records. We maintain physical, electronic, and procedural safeguards that comply with Federal standards to guard Personal Information. Any doubts about the confidentiality of Personal Information, as required by law, are resolved in favor of confidentiality.

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Additional Information (Unaudited)  Boulder Growth & Income Fund, Inc.

Tax Information

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the fiscal year ended November 30, 2007, 22.7% qualify for the dividend received deduction available to stockholders.

The amount of long-term capital gains paid for the fiscal year ended November 30, 2007 were $365,513.

For the fiscal year ended November 30, 2007, 29.7% of the taxable investment income qualifies for the 15% dividend tax rate.

Summary of Dividend Reinvestment Plan

Registered holders ("Common Stockholders") of common stock (the "Common Shares") are automatically enrolled (the "Participants") in the Fund's Dividend Reinvestment Plan (the "Plan") whereupon all distributions of income, capital gains or managed distributions ("Distributions") are automatically reinvested in additional Common Shares. Common Stockholders who elect to not participate in the Plan will receive all distributions in cash paid by check in United States dollars mailed directly to the stockholders of record (or if the shares are held in street name or other nominee name, then the nominee) by the custodian, as dividend disbursing agent.

PFPC Inc. (the "Agent") serves as Agent for each Participant in administering the Plan. After the Fund declares a Distribution, if (1) the net asset value per Common Share is equal to or less than the market price per Common Share plus estimated brokerage commissions on the payment date for a Distribution, Participants will be issued Common Shares at the higher of net asset value per Common Share or 95% of the market price per Common Share on the payment date; or if (2) the net asset value per Common Share exceeds the market price plus estimated brokerage commissions on the payment date for a Distribution, the Agent shall apply the amount of such Distribution to purchase Common Shares on the open market and Participants will receive the equivalent in Common Shares valued at the weighted average market price (including brokerage commissions) determined as of the time of the purchase (generally, following the payment date of the Distribution). If, before the Agent has completed its purchases, the market price plus estimated brokerage commissions exceeds the net asset value of the Common Shares as of the payment date, the purchase price paid by the Agent may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than if such Distribution had been paid in Common Shares issued by the Fund. If the Agent is unable to invest the full Distribution amount in purchases in the open market or if the market discount shifts to a market premium during the purchase period than the Agent may cease making purchases in the open market the instant the Agent is notified of a market premium and may invest the uninvested portion portion of the Distribution in newly issued Common Shares at the net asset value per Common Share at the close of business provided that, if the net asset value is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Distribution will be divided by 95% of the market price on the payment date. The Fund will not issue Common Shares under the Plan below net asset value.

There is no charge to Participants for reinvesting Distributions, except for certain brokerage commissions, as described below. The Agent's fees for the handling of the reinvestment of Distributions will be paid by the Fund. There will be no brokerage commissions charged with respect to shares issued directly by the Fund. However, each Participant will pay a pro rata share of brokerage commissions incurred with respect to the Agent's open market purchase in connection with the reinvestment of Distributions. The automatic reinvestment of Distributions will not relieve Participants of any federal income tax that may be payable on such Distributions.

The Fund reserves the right to amend or terminate the Plan upon 90 days' written notice to Common Shareholders of the Fund.

Participants in the Plan may (i) request a certificate, (ii) request to sell their shares, or (iii) withdraw from the Plan upon written notice to the Agent or by telephone in accordance with the specific procedures and will receive certificates for whole Common Shares and cash for fractional Common Shares.

All correspondence concerning the Plan should be directed to the Agent, PFPC Inc., P.O. Box 43027, Providence, RI 02940-3027. To receive a full copy of the Fund's Dividend Reinvestment Plan, please contact the Agent at 1-800-331-1710.

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Information about Directors and Officers (Unaudited)  Boulder Growth & Income Fund, Inc.

Set forth in the following table is information about the Directors of the Fund, together with their address, age, position with the Fund, term of office, length of time served and principal occupation during the last five years.

Name, Address*, Age

Position, Length of Term Served, and Term of Office

Principal Occupation(s) and Other Directorships held During the Past Five Years

Number of Funds in Fund Complex Overseen by Director

Disinterested Directors

Joel W. Looney Chairman Age: 46

Director of the Fund since 2002. Chairman of the Board. Current term to expire at the 2008 Annual Meeting.

Partner (since 1999), Financial Management Group, LLC (investment adviser); Director and Chairman (since October 2007), The Denali Fund Inc.; Director (since 2001), Boulder Total Return Fund, Inc.; Director and Chairman (since 2003), First Financial Fund, Inc.

4

Dr. Dean L. Jacobson Age: 68

Director of the Fund since 2006. Current term to expire at the 2008 Annual Meeting.

Founder and President, Forensic Engineering, Inc. (engineering investigations); Professor Emeritus (since 1997), Arizona State University; Director (since October 2007), The Denali Fund Inc.; Director (since 2004) Boulder Total Return Fund, Inc.; Director (since 2003), First Financial Fund, Inc.

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Richard I. Barr Age: 70

Director of the Fund since 2002. Current term to expire at the 2008 Annual Meeting.

Retired. Manager (1963-2001), Advantage Sales and Marketing, Inc. (food brokerage); Director (since October 2007), The Denali Fund Inc.; Director (since 1999) and Chairman (since 2003), Boulder Total Return Fund, Inc.; Director (since 2001), First Financial Fund, Inc.

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Interested Directors**

Susan L. Ciciora Age: 42

Director of the Fund since 2006. Current term to expire at the 2008 Annual Meeting.

Trustee, Lola Brown Trust No. 1B and the Ernest Horejsi Trust No. 1B; Director (since 1997), Horejsi Charitable Foundation, Inc. (private charitable foundation); Director (since October 2007), The Denali Fund Inc.; Director (since 2001), Boulder Total Return Fund, Inc.; Director (since 2003), First Financial Fund, Inc.

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John S. Horejsi Age: 39

Director of the Fund since 2004. Current term to expire at the 2008 Annual Meeting.

Director (since 1997), Horejsi Charitable Foundation (private charitable foundation); Director (since October 2007), The Denali Fund Inc.; Director (since 2006), Boulder Total Return Fund, Inc.; Director (since 2006), First Financial Fund, Inc.

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*  Unless otherwise specified, the Directors' respective addresses are c/o Boulder Growth & Income Fund, Inc., 2344 Spruce Street, Suite A, Boulder, Colorado 80302.

†  Includes the Fund, The Denali Fund Inc., Boulder Total Return Fund, Inc., and First Financial Fund, Inc.

**  Ms. Ciciora and Mr. Horejsi each are an "interested person" as a result of the extent of their beneficial ownership of Fund shares and by virtue of their indirect beneficial ownership of BIA and FAS.

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Information about Directors and Officers (Unaudited)  Boulder Growth & Income Fund, Inc.

The names of the executive officers of the Fund are listed in the table below. Each officer was elected to office by the Board at a meeting held on April 27, 2007. This table shows certain additional information. Each officer will hold such office until a successor has been elected by the Board of Directors of the Fund.

Name, Address*, Age				Position, Length of Term Served, and Term of Office				Principal Occupation(s) and Other Directorships held During the Past Five Years
Stephen C. Miller Age: 55				President of the Fund since 1999. Director of the Fund from 2002 through October 2004. Appointed annually.				President and General Counsel (since 1999), Boulder Investment Advisers LLC; Manager (since 1999), Fund Administrative Services L.L.C.; Vice President (since 1998), Stewart Investment Advisers; President (since 1999) and Director (1999-2004), Boulder Total Return Fund, Inc.; President (since 2003) and Director and Chairman (2003-2004), First Financial Fund, Inc.; President (since October 2007), The Denali Fund Inc.; officer of various other entities affiliated with the Horejsi family; Of Counsel (since 1991), Krassa & Miller, LLC.
Carl D. Johns Age: 44				Chief Financial Officer, Chief Accounting Officer, Vice President and Treasurer of the Fund since 2002. Appointed annually.				Vice President and Treasurer (since 1999), Boulder Investment Advisers LLC; Assistant Manager (since 1999), Fund Administrative Services L.L.C.; Vice President, Chief Financial Officer and Chief Accounting Officer (since 1999), Boulder Total Return Fund, Inc.; Vice President, Chief Financial Officer and Chief Accounting Officer (since 2003), First Financial Fund, Inc.; Chief Financial Officer, Chief Accounting Officer, Vice President and Treasurer (since October 2007), The Denali Fund Inc.
Joel L. Terwilliger Age: 38				Chief Compliance Officer of the Fund since 2007. Associate General Counsel since 2006. Appointed annually.				Associate General Counsel (since 2006) and Chief Compliance Officer (since 2007), Boulder Investment Advisers LLC, Stewart Investment Advisers, Fund Administrative Services L.L.C., Boulder Total Return Fund, Inc., First Financial Fund, Inc.; Chief Compliance Officer (since October 2007), The Denali Fund Inc.; Senior Associate/Managing Counsel (2002-2006), Great-West Life & Annuity Insurance Company.
Stephanie J. Kelley Age: 51				Secretary since 2002. Appointed annually.				Secretary (since 2000), Boulder Total Return Fund, Inc.; Secretary (since 2003), First Financial Fund, Inc.; Secretary (since October 2007), The Denali Fund Inc.; Assistant Secretary and Assistant Treasurer of various other entities affiliated with the Horejsi family; Employee (since 1999), Fund Administrative Services L.L.C.
Nicole L. Murphey Age: 30				Assistant Secretary since 2002. Appointed Annually.				Assistant Secretary (since 2000), Boulder Total Return Fund, Inc.; Assistant Secretary (since 2003), First Financial Fund, Inc.; Assistant Secretary (since October 2007), The Denali Fund, Inc.; Employee (since 1999), Fund Administrative Services L.L.C.

 

*  Unless otherwise specified, the Officers' respective addresses are c/o Boulder Growth & Income Fund, Inc., 2344 Spruce Street, Suite A, Boulder, Colorado 80302.

The Fund's president has certified to the New York Stock Exchange that, as of November 30, 2007, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund's reports to the Securities and Exchange Commission on Form N-CSR contain certifications by the Fund's principal executive officer and principal financial officer that relate to the Fund's disclosure in such reports and that are required by rule 30a-2(3) under the Investment Company Act.
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Boulder Growth & Income Fund, Inc.

P.O. Box 43027
Providence, RI 02940-3027

Boulder Growth & Income Fund, Inc.
(NYSE: BIF)

Annual Report

November 30, 2007

Directors

Richard I. Barr
Susan L. Ciciora
John S. Horejsi
Dr. Dean L. Jacobson
Joel W. Looney

Officers

Stephen C. Miller
President

Carl D. Johns
Vice President and Treasurer

Stephanie J. Kelley
Secretary

Nicole L. Murphey
Assistant Secretary

www.boulderfunds.net

If you have questions regarding shares you held in a Brokerage Account contact your broker, or, if you have physical possession of your shares in certificate form, contact the Fund's Transfer Agent & Shareholder Servicing Agent —PFPC, Inc. at:

P.O. Box 43027
Providence, RI 02940-3027
1-800-331-1710

This report is sent to stockholders of Boulder Growth & Income Fund, Inc. for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

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