<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>kpmgltr.txt
<TEXT>

Report of Independent Accountants

To the Board of Directors and Shareholders of
Boulder Growth and Income Fund, Inc.

In planning and performing our audits of the financial
statements of the Boulder Growth and Income Fund, Inc.,
for the year ended November 30, 2003, we considered its
internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, not to provide
assurance on internal control.

The management of Boulder Growth and Income Fund, Inc. is
responsible for establishing and maintaining internal control.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  Generally, controls that are relevant
to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with accounting principles generally
accepted in the United States of America. Those controls include
the safeguarding of assets against unauthorized acquisition,
use or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants.  A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course
of performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, which we consider to be material weaknesses
as defined above as of November 30, 2003.

This report is intended solely for the information and use of
management and the Board of Directors of Boulder Growth and Income
Fund, Inc. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.


KPMG
Boston, Massachusetts
January 2, 2004

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