<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>4
<FILENAME>axbifarticlesv4.txt
<DESCRIPTION>EXHIBIT (2)(A)(X) ARTICLES OF AMEND AND RESTATE
<TEXT>
EXHIBIT 99.(2)(a)(x)
ARTICLES OF AMENDMENT AND RESTATEMENT


                       BOULDER GROWTH & INCOME FUND, INC.

                      ARTICLES OF AMENDMENT AND RESTATEMENT

          FIRST: Boulder Growth & Income Fund, Inc., a Maryland corporation (the
     "Corporation"),  desires to amend and restate its charter as  currently  in
     effect and as hereinafter amended.

          SECOND: The following provisions are all the provisions of the charter
     (the "Charter") currently in effect and as hereinafter amended:

                                   ARTICLE I

                                      NAME

               The name of the corporation (the "Corporation") is:

               Boulder Growth & Income Fund, Inc.

                                   ARTICLE II

                                     PURPOSE

          The purposes for which the Corporation is formed are:

          (1) To purchase or  otherwise  acquire,  invest and  reinvest in, own,
     hold,  sell or otherwise  dispose of  securities  of every kind and nature,
     including without limitation,  stocks,  warrants and rights exercisable for
     stock, bonds,  debentures,  obligations or evidences of indebtedness,  bank
     acceptances and commercial paper.

          (2) To exercise any and all rights, powers or privileges of individual
     ownership or interest in respect of  securities  owned by it or in which it
     has any interest.

          (3) To engage in any lawful act or activity for which corporations may
     be organized  under the Maryland  General  Corporation  Law (the "MGCL") or
     other applicable  corporation law or laws as in effect,  from time to time,
     in the  State of  Maryland,  and in  general,  to do any or all such  other
     things in  connection  with the  objects and  purposes  of the  Corporation
     hereinbefore set forth, as are, in the opinion of the Board of Directors of
     the  Corporation,  necessary,  incidental,  relative  or  conducive  to the
     attainment  of such objects and  purposes;  and to do such acts and things,
     and to  exercise  any and all such  powers to the same  extent as a natural
     person  might  or  could  lawfully  do to the  full  extent  authorized  or
     permitted  to a  corporation  under any laws  that may be now or  hereafter
     applicable or available to the Corporation.

<PAGE>

          (4) The foregoing  objects and purposes  shall,  except when otherwise
     expressed,  be in no way limited or restricted by reference to or inference
     from the terms of any other  clause  of this or any  other  Article  of the
     Charter of the Corporation  (the "Charter") or any amendment  thereto,  and
     shall each be regarded as  independent,  and construed as powers as well as
     objects and purposes.

          (5)  Nothing  herein  contained  shall  be  construed  as  giving  the
     Corporation  any rights,  powers or privileges  not permitted to it by law.


                                   ARTICLE III

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

                  The address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is The Corporation Trust Incorporated whose
post address is 300 East Lombard Street, Baltimore, Maryland 21202. The resident
agent is a Maryland corporation.


<PAGE>

                                   ARTICLE IV

             AUTHORIZED STOCK AND PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

          Section 4.1 The total  number of shares of stock that the  Corporation
     shall have  authority to issue is 250,000,000  shares of Common Stock,  par
     value $.01 per share.  The aggregate par value of all shares of all classes
     of stock of the Corporation is $2,500,000. The Board of Directors, with the
     approval  of a majority  of the entire  Board,  and  without  action by the
     stockholders,  may amend the Charter to increase or decrease the  aggregate
     number of shares of stock or the  number of shares of stock of any class or
     series that the Corporation has authority to issue.  The Board of Directors
     of the  Corporation  is also  authorized to classify or to reclassify  from
     time to time any unissued shares of stock of the  Corporation,  whether now
     or  hereafter   authorized,   by  setting,   changing  or  eliminating  the
     preferences,  conversion  or other  rights,  voting  powers,  restrictions,
     limitations  as to dividends,  qualifications,  or terms and  conditions of
     redemption of the stock.

          Section  4.2 The  Secretary  of the  Corporation  shall call a special
     meeting of the stockholders on the written request of stockholders entitled
     to cast at least 25% of all the votes entitled to be cast at the meeting.

          Section  4.3 The  Bylaws of the  Corporation,  whether  adopted by the
     Board of  Directors  or the  stockholders,  shall be subject to  amendment,
     alteration  or  repeal,  and new  Bylaws  may be made,  by  either  (a) the
     affirmative  vote of a  majority  of all the votes  cast at a  stockholders
     meeting  at which a  quorum  is  present;  or (b) the  Board of  Directors;
     provided,  however, that the Board of Directors may not (i) amend or repeal
     a Bylaw that allocates  solely to stockholders the power to amend or repeal
     such Bylaw, or (ii) amend or repeal Bylaws or make new bylaws that conflict
     with or  otherwise  alter in any  material  respect  the  effect  of Bylaws
     previously adopted by the stockholders.

<PAGE>

          Section  4.4 The  following  provisions  are  hereby  adopted  for the
     purpose of defining,  limiting and regulating the powers of the Corporation
     and of the directors and stockholders:

          (i) The Board of  Directors  shall  have the  general  management  and
     control of the business and property of the  Corporation,  and may exercise
     all the  powers  of the  Corporation,  except  such as are by law or by the
     Charter or by the Bylaws of the Corporation  (the "Bylaws")  conferred upon
     or reserved to the stockholders.

          (ii) The  Corporation  may in its Bylaws confer powers on the Board of
     Directors in addition to the powers expressly conferred by statute.

          (iii) No holder of  shares  of stock of the  Corporation  of any class
     shall be  entitled  as such,  as a matter of  right,  to  subscribe  for or
     purchase any part of any new or additional  issue of shares of stock of any
     class or of  securities  convertible  into  shares  of stock of any  class,
     whether now or hereafter authorized.

          (iv) All  persons who shall  acquire  stock in the  Corporation  shall
     acquire the same subject to the provisions of this Charter.

          (v) The stockholders and directors may hold their meetings and have an
     office  or  offices  outside  the State of  Maryland,  and the books of the
     Corporation  may  be  kept  (subject  to  any  provision  contained  in any
     applicable  statute)  outside the State of Maryland at such place or places
     as may be from time to time designated by the Board of Directors.

<PAGE>

          Section  4.5  Any  determination  made in good  faith  and,  so far as
     accounting  matters are involved,  in accordance  with  generally  accepted
     accounting  principles  by or  pursuant  to the  direction  of the Board of
     Directors,  as  to  the  amount  of  the  assets,  debts,  obligations,  or
     liabilities of the Corporation, as to the amount of any reserves or charges
     set up and  propriety  thereof,  as to the time of or purposes for creating
     such reserves or charges,  as to the use, alteration or cancellation of any
     reserves or charges  (whether or not any debt  obligation  or liability for
     which such reserves or charges shall have been created shall have been paid
     or  discharged  or  shall  be then  or  thereafter  required  to be paid or
     discharged),  as to the price or closing bid or asked price of any security
     owned or held by the Corporation, as to the market value of any security or
     fair  value of any  other  asset of the  Corporation,  as to the  number of
     shares of the Corporation  outstanding,  as to the estimated expense to the
     Corporation in connection  with purchases of its shares,  as to the ability
     to liquidate securities in orderly fashion, as to the extent to which it is
     practicable to deliver a cross-section  of the portfolio of the Corporation
     in payment  for such  shares,  or as to any other  matters  relating to the
     issue, sale, purchase and/or other acquisition or disposition of securities
     or shares of the Corporation,  shall be final and conclusive,  and shall be
     binding upon the Corporation and all holders of its shares,  past,  present
     and  future,  and  shares of the  Corporation  are  issued  and sold on the
     condition and  understanding,  evidenced by acceptance of certificates  for
     such  shares,  that any and all such  determinations  shall be  binding  as
     aforesaid.


                                   ARTICLE V

                                   DIRECTORS

          Section 5.1 The number of directors of the Corporation  shall be five,
     which number may be  decreased  by the Board of  Directors  pursuant to the
     Bylaws,  but shall  never be less than the minimum  number  required by the
     MGCL.  The names of the  directors  who shall  serve  until the next annual
     meeting of  stockholders  and until their  successors  are duly elected and
     qualify are:

          Alfred G. Aldridge, Jr.

          Richard I. Barr

          Joel W. Looney

          Stephen C. Miller

          Section 5.2 The directors  shall be elected at each annual  meeting of
     the  stockholders  commencing  in 2004,  except  as  necessary  to fill any
     vacancies,  and each  director  elected  shall hold office until his or her
     successor  is duly  elected  and  qualifies,  or until  his or her  earlier
     resignation, death, or removal.

          Section 5.3 A plurality  of all the votes cast at a meeting at which a
     quorum is present shall be sufficient to elect a director.


                                   ARTICLE VI

                              EXTRAORDINARY ACTIONS

          Section 6.1  Notwithstanding any provision of law requiring any action
     to be taken or  authorized  by the  affirmative  vote of the  holders  of a
     greater  proportion of the votes of all classes or of any class of stock of
     the  Corporation,  such  action  shall be  effective  and valid if taken or
     authorized  by the  affirmative  vote of a majority of the total  number of
     votes  entitled  to be  cast  thereon,  except  as  otherwise  specifically
     provided in the Charter.

<PAGE>

          Section 6.2 (a) In this Section, " Business Combination" means:

          (1) a merger  or  consolidation  of the  Corporation  with or into any
     person other than an investment company in a family of investment companies
     having the same investment adviser or administrator as the Corporation;

          (2) the sale, lease,  exchange,  mortgage,  pledge,  transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     other person of any assets of the Corporation except (x) for the payment of
     dividends or other  distributions,  (y) for portfolio  transactions  of the
     Corporation effected in the ordinary course of the Corporation's  business,
     including permitted borrowings,  or (z) in connection with a reorganization
     of  the  Corporation  with  another  investment  company  in  a  family  of
     investment companies having the same investment adviser or administrator as
     the Corporation; or

          (3) the issuance or transfer by the Corporation (in one transaction or
     a series of  transactions)  of any shares of the  corporation  to any other
     person  in  exchange  for  cash,   securities  or  other  property  of  the
     Corporation  (or a  combination  thereof),  but  excluding (v) sales of any
     shares of the Corporation in connection with a public offering  thereof or,
     for shares of preferred  stock or debt  securities  of the  Corporation,  a
     private  placement   thereof,   (w)  issuance  of  any  securities  of  the
     Corporation upon the exercise of any stock subscription right issued by the
     Corporation,  (x) with respect to the Corporation's  dividend  reinvestment
     and/or  cash  purchase  plan,   (y)  in  connection   with  a  dividend  or
     distribution  made pro rata to all holders of stock of the same  class,  or
     (z) a transaction within the scope permitted under (a)(1) or (2) above.

          (b) In addition to the approval by the Board of Directors  required by
     applicable  law,  the  Charter  or  the  Bylaws  of  the  Corporation,  the
     affirmative  vote of the  holders  of  shares  entitled  to  cast at  least
     two-thirds  of all the votes  entitled  to be cast on the  matter  shall be
     required  to  approve:

<PAGE>

               (1) a Business Combination;

               (2) a voluntary liquidation or dissolution of the Corporation;

               (3) a stockholder  proposal as to specific  investment  decisions
          made or to be made with respect to the Corporation's assets;

               (4) an amendment to the Charter to convert the Corporation from a
          closed-end  investment  company to an open-end  investment  company or
          unit  investment  trust (as such terms are  defined by the  Investment
          Company Act of 1940, as amended), whether by merger or otherwise;

               (5) a self tender for, or acquisition by the Corporation of, more
          than 25% of the  Corporation's  outstanding  shares of  stock,  in the
          aggregate, during any twelve-month period.

          (c) This Section may not be amended,  altered or repealed  without the
     affirmative  vote of the  holders of at least  two-thirds  of all the votes
     entitled to be cast on the matter.

          Section 6.3 The  Corporation is prohibited from electing to be subject
     to any  provision of Title 3,  Subtitle 8 of the MGCL, as amended from time
     to time, or any successor to such provisions.


                                  ARTICLE VII

                   LIMITATIONS ON LIABILITY; INDEMNIFICATION

          Section 7.1 To the fullest extent that limitations on the liability of
     directors and officers are permitted by the MGCL, no director or officer of
     the  Corporation  shall  have  any  liability  to  the  Corporation  or its
     stockholders  for damages.  This limitation on liability  applies to events
     occurring  at the time a person  serves as a  director  or  officer  of the
     Corporation whether or not such person is a director or officer at the time
     of any proceeding in which liability is asserted.

<PAGE>

          Section 7.2 The Corporation  shall  indemnify and advance  expenses to
     its currently  acting and its former  directors to the fullest  extent that
     indemnification  of directors is  permitted  by the MGCL.  The  Corporation
     shall indemnify and advance  expenses to its officers to the same extent as
     its  directors and to such further  extent as is  consistent  with law. The
     Board of Directors  may by by-law,  resolution  or  agreement  make further
     provisions for indemnification of directors,  officer, employees and agents
     to the fullest extent permitted by the MGCL.

          Section 7.3 No provision of this Article shall be effective to protect
     or purport to protect any  director or officer of the  Corporation  against
     any liability to the Corporation or its security holders to which he or she
     would  otherwise  be subject by reason of willful  misfeasance,  bad faith,
     gross  negligence  or  reckless  disregard  of the duties  involved  in the
     conduct of his or her office.

          References  to the MGCL in this Article are to the law as from time to
     time amended. No further amendment to the Charter shall affect any right of
     any  person  under  this  Article  VII  based  on any  event,  omission  or
     proceeding prior to such amendment

                                  ARTICLE VIII

                                   AMENDMENTS

          The  Corporation  reserves the right to make,  from time to time,  any
     amendment to its Charter now or hereafter  authorized by law (including any
     amendment  that alters the contract  rights,  as expressly set forth in the
     Charter,  of any class of  outstanding  stock)  and all  rights at any time
     conferred  upon the  stockholders  of the  Corporation  by the  Charter are
     granted subject to the provisions of this Article VIII. Except as otherwise
     provided  in the  Charter,  any of the  provisions  of the  Charter  may be
     amended,  altered or repealed upon the affirmative vote of the holders of a
     majority of the votes entitled to be cast by stockholders.

<PAGE>

                                   ARTICLE IX
                            DURATION OF CORPORATION

              The duration of the Corporation shall be perpetual.

          THIRD:  The amendment to and restatement of the charter as hereinabove
     set forth have been duly advised by the Board of Directors  and approved by
     the stockholders of the Corporation as required by law.

          FOURTH: The current address of the principal office of the Corporation
     is as set forth in Article III of the foregoing  amendment and  restatement
     of the charter.

          FIFTH:  The name and  address of the  Corporation's  current  resident
     agent  is as set  forth  in  Article  III of the  foregoing  amendment  and
     restatement of the charter.

          SIXTH:  The number of  directors of the  Corporation  and the names of
     those  currently  in office are as set forth in Article V of the  foregoing
     amendment and restatement of the charter.

          SEVENTH:  The  undersigned  President  acknowledges  these Articles of
     Amendment and Restatement to be the corporate act of the Corporation and as
     to all matters or facts required to be verified under oath, the undersigned
     President  acknowledges that to the best of his knowledge,  information and
     belief,  these matters and facts are true in all material respects and that
     this statement is made under the penalties for perjury.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>

          IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles of
     Amendment and Restatement to be signed in its name and on its behalf by its
     President and attested to by its Secretary on this 18th day of May, 2004.

ATTEST:                                 BOULDER GROWTH & INCOME
                                        FUND, INC.


/s/ Nicole L. Murphey                   By:/s/ Stephen C. Miller         (SEAL)
Nicole Murphey                             Stephen C. Miller
Asst. Secretary                            President
</TEXT>
</DOCUMENT>
