<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>34
<FILENAME>ex2-s.txt
<DESCRIPTION>EXHIBIT 2(S)
<TEXT>

<PAGE>

EXHIBIT (s)

POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen C. Miller and Carl D. Johns, and each and
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement for the Boulder Growth & Income Fund,
Inc. on Form N-2, and to sign any registration statement that is to be effective
upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                 Title                                  Date
-----------------------   ------------------------------   ----------------

/s/ Stephen C. Miller     Director, Chief Executive        October 18, 2002
                          Officer, President and
Stephen C. Miller         Chairman of the Board


/s/ Susan L. Ciciora      Director                         October 18, 2002

Susan L. Ciciora


/s/ Joel W. Looney        Director                         October 18, 2002

Joel W. Looney


/s/ Alfred G. Aldridge    Director                         October 18, 2002

Alfred G. Aldridge, Jr.


/s/ Richard I. Barr       Director                         October 18, 2002

Richard I. Barr


/s/ Carl D. Johns         Chief Financial Officer, Chief   October 18, 2002
                          Accounting Officer, Vice
Carl D. Johns             President and Treasurer



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</DOCUMENT>
