<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>13
<FILENAME>ex2-diii.txt
<DESCRIPTION>EXHIBIT 2(D)(III)
<TEXT>

<PAGE>

EXHIBIT (d)(iii)
  SUBSCRIPTION CERTIFICATE

         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                       EASTERN TIME ON THE EXPIRATION DATE

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

Dear Shareholder:

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THIS CARD AND
RETURN TO THE SUBSCRIPTION AGENT.

As the registered owner of the Subscription Certificate below, you are entitled
to subscribe for the number of shares of Common Stock, $.01 par value per share,
of Boulder Growth & Income Fund, Inc. (the "Fund"), shown below pursuant to the
Primary Subscription Right and upon the terms and conditions and at the
Subscription Price for each share of Common Stock specified in the Prospectus
relating thereto. The Rights represented hereby include the Over-Subscription
Privilege for Record Date Shareholders, as described in the Prospectus. Under
the Privilege, any number of additional shares may be purchased by a Rights
holder if such shares are available and the holder's Primary Subscription Rights
have been fully exercised to the extent possible.

Registered owners will be automatically issued stock certificates. Stock
certificates for primary share subscriptions will be delivered as soon as
practicable after receipt of the required completed Subscription Certificate and
after full payment has been received and cleared. Stock certificates for
oversubscriptions and confirmation statements reflecting uncertificated share
credits for dividend reinvestment accounts will be delivered as soon as
practicable after the Expiration Date (as set forth in the Prospectus) and after
all allocations have been effected.

                    THE SUBSCRIPTION RIGHTS ARE TRANSFERABLE.

Payment must be in United States dollars. Only money orders or checks drawn on a
bank located in the continental United States and made payable to Boulder Growth
& Income Fund, Inc. will be accepted. Please reference your rights card control
number on your check, money order or notice of guaranteed delivery.

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         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                       EASTERN TIME ON THE EXPIRATION DATE




<PAGE>

Control No.     Rights Represented by this Subscription Certificate:

CUSIP No.

                       BOULDER GROWTH & INCOME FUND, INC.
                             RIGHTS FOR COMMON STOCK
           (Complete appropriate section on reverse side of this form)

The registered owner of this Subscription Certificate named below, or assigns,
is entitled to the number of Rights to subscribe for the Common Stock, $.01 par
value, of Boulder Growth & Income Fund, Inc. (the "Fund") shown above, in the
ratio of one share of Common Stock for each one Right, pursuant to the Primary
Subscription Right and upon the terms and conditions and at the price for each
share of Common Stock specified in the Prospectus relating thereto. The Rights
represented hereby include the Over-Subscription Privilege for Record Date
Stockholders only, as described in the Prospectus. Under this Privilege, any
number of additional shares may be purchased by a Record Date Stockholder if
such shares are available and the owner's Primary Subscription Rights have been
fully exercised to the extent possible and the pro rata allocation requirements
have been satisfied. Stock certificates for the shares subscribed for pursuant
to the Primary Subscription Right will be delivered as soon as practicable after
receipt of the required completed Subscription Certificate and after full
payment has been received and cleared. Stock certificates for the shares
subscribed for pursuant to the Over-Subscription Privilege will be delivered as
soon as practicable after the Expiration Date and after all allocations have
been effected. Any refund in connection with an over-subscription will be
delivered as soon as practicable after the Expiration Date and after all
allocations have been effected. The Subscription Certificate may be transferred
in the same manner and with the same effect as in the case of a negotiable
instrument payable to specific persons, by duly completing and signing the
assignment on the reverse side hereof. To subscribe pursuant to the Primary
Subscription Right or the Over-Subscription Privilege, one Right and the
Subscription Price are required for each share of Common Stock. Payment of $5.09
per share must accompany the Subscription Certificate.

                            See reverse side of form.




<PAGE>

To subscribe for your primary shares please complete line "A" on the card below.

     Example:     100 shares = 100 rights
               100 rights divided by 1 = 100 primary shares
                    100 x  $5.09  = $509.00
               (No. of shares)

If you are not subscribing for your full Primary Subscription, check box "D"
below and we will attempt to sell any remaining unexercised Rights.

To subscribe for any over-subscription shares please complete line "B" below.

Please Note: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.

Payment of Shares: Full payment for both the primary and over-subscription
shares or a notice of guaranteed delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
notice of guaranteed delivery.

If the aggregate Subscription Price paid by a Record Date Stockholder is
insufficient to purchase the number of shares of Common Stock that the holder
indicates are being subscribed for, or if a Record Date Stockholder does not
specify the number of shares of Common Stock to be purchased, then the Record
Date Stockholder will be deemed to have exercised first, the Primary
Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to purchase shares of Common Stock to the full
extent of the payment rendered. If the aggregate Subscription Price paid by a
Record Date Stockholder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Record Date Stockholder has subscribed,
then the Record Date Stockholder will be deemed to have exercised first, the
Primary Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to the full extent of the excess payment tendered.

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    THIS CERTIFICATE IS VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT BEFORE
                          5:00 PM, EASTERN TIME ON THE
       EXPIRATION DATE (DECEMBER 20, 2002) (UNLESS EXTENDED) AT ONE OF THE
                              FOLLOWING ADDRESSES:

BY MAIL                 BY HAND DELIVERY:             BY OVERNIGHT COURIER:
Colbent Corporation     Securities Transfer &         Colbent Corporation
Attention:              Reporting Services, Inc.      Attention:  Corporate
Corporate Actions       c/o Colbent Corporation       Actions
P.O. Box 859208         100 William Street,           40 Campanelli Drive
Braintree,              Galleria                      Braintree, Massachusetts
Massachusetts           New York, New York  10038     02184
02185-9208




<PAGE>

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                    PLEASE FILL IN ALL APPLICABLE INFORMATION
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     A. Primary Subscription _____________ x  ______________*  = $ _____________
                        (1 Right = 1 share)   (No .of Shares)   (Purchase Price)

     B.  Over-Subscription Privilege ___________ x ____________*  = $ _______(1)
                                  (No. of Shares) (Purchase Price)

     C. Amount of Check Enclosed (or amount in notice of guaranteed delivery) =
     $____________

     D. Sell any Remaining Rights    [_]

     E. Sell all of my Rights        [_]

     (1) The Over-Subscription Privilege can be exercised only by a Record Date
     Shareholder, as described in the Prospectus, and only if the Rights
     initially issued to him are exercised to the fullest extent possible.

     * $5.09 is the "estimated" Subscription Price. The actual Subscription
     Price determined on the Expiration Date may be higher or lower. It is
     possible that shareholders will receive a refund or be required to pay
     additional amounts equal to the difference between the estimated
     Subscription Price and the actual Subscription Price.

SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Common Stock indicated as the total of A and B hereon upon the terms and
conditions specified in the Prospectus relating thereto, receipt of which is
acknowledged. I hereby agree that if I fail to pay for the shares of Common
Stock for which I have subscribed, the Fund may exercise any of the remedies set
forth in the Prospectus.

TO SELL: If I have checked the box on either line D or on line E, I authorize
the sale of Rights by the Subscription Agent according to the procedures
described in the Prospectus.


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Signature(s) of Subscriber(s)

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Address for delivery of Shares if other than shown on front

If permanent change of address, check here [_]

Please give your telephone number (        )

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Please give your email address:

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SECTION 2. TO TRANSFER RIGHTS (except pursuant to D or E above):

For value received, _________ of the Rights represented by the Subscription
Certificate are assigned to:


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(Print full name of Assignee)


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(Print full address)


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(Signature of Assignee)

IMPORTANT: The Signature must be guaranteed by: (a) a commercial bank or trust
company; (b) a member firm of a domestic stock exchange; or (c) a savings bank
or credit union.

Signature (name of bank of firm):


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Guaranteed By (signature/title):


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