<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>12
<FILENAME>ex2-dii.txt
<DESCRIPTION>EXHIBIT 2(D)(II)
<TEXT>

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EXHIBIT (d)(ii)
  NOTICE OF INTENT

                                NOTICE OF INTENT

        To the Holders of Boulder Growth & Income Fund, Inc. Common Stock

     NOTICE IS HEREBY GIVEN that, subject to the terms and conditions set forth
in this Notice of Intent, Boulder Growth & Income Fund, Inc. (the "Fund")
intends to make a rights offering, pursuant to which it will distribute to its
holders of common stock one transferable subscription right to purchase one
share of common stock for each share of common stock held by them on the record
date for the rights offering. Since the New York Stock Exchange requires that
the Fund advise its holders of common stock at least ten days prior to the
record date of the rights offering, this notice describes the principal terms of
the offer, which have been previously disseminated via press release.

     The Fund has filed with the Securities and Exchange Commission ("SEC") a
registration statement with respect to the rights offering and will deliver to
holders of its common stock the prospectus included as part of the registration
statement. The rights offering and this notice of intent are contingent upon the
registration statement being declared effective by the SEC.

Terms Of The Offer

     1. Basic Subscription Privilege. Each right will entitle the holder to a
basic subscription privilege and an oversubscription privilege. Under the basic
subscription privilege, each whole right will entitle the holder to purchase one
share of the Fund's common stock at a per share subscription price (as set forth
below).

     2. Oversubscription Privilege. Under the oversubscription privilege, a
record date rightsholder who exercises the basic subscription privilege in full
will have the right to subscribe, at the same subscription price, for up to that
number of shares of the Fund's common stock which are not purchased by other
rightsholders under their basic subscription privilege. If a holder of rights
delivers an oversubscription request for shares of the Fund's common stock and
the Fund has received oversubscription requests for more shares of its common
stock than are available for oversubscription, the rightsholder will receive the
lesser of (1) his or her pro rata




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portion of the available shares based on the number of shares he or she
purchased under the basic subscription privilege or (2) the number of shares for
which he or she oversubscribed.

     3. Subscription Price. The subscription price per share will be equal to
95% of the lesser of (a) the net asset value per share on the Pricing Date (as
that term is defined in the registration statement) or (b) the average
volume-weighted sales price of the Fund's shares on the New York Stock Exchange
on the Pricing Date and the four preceding trading days.

     4. Timetable. It is anticipated that the record date for the rights
offering will be on or about November 29, 2002 (subject to the registration
statement being declared effective by the SEC). The subscription period will be
approximately 21 calendar days following the record date. It is expected that
certificates evidencing the right to subscribe together with the prospectus will
be mailed to record date shareholders within three days following the record
date.

     PLEASE NOTE that the commencement of the offering, the record date and the
subscription price will be announced through the prospectus and the public
media. Shareholders should be alert to these subsequent announcements.
Dated: November 7, 2002

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        SHAREHOLDER INQUIRIES SHOULD BE DIRECTED TO GEORGESON SHAREHOLDER
         COMMUNICATIONS INC., THE INFORMATION AGENT, AT (800) 732-6518
--------------------------------------------------------------------------------

A registration statement relating to the rights and the underlying shares of the
Fund's common stock has been filed with the SEC but has not yet become
effective. No rights and no shares of the Fund's common stock underlying the
rights will be sold or distributed nor may offers to buy any of these securities
be accepted prior to the time the registration statement becomes effective. This
notice of intent shall not constitute an offer to sell or the solicitation of
any offer to buy nor shall there be any sale of the rights or the underlying
shares of the Fund's common stock in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such State.




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