<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>5
<FILENAME>bifarticles042505.txt
<DESCRIPTION>EXHIBIT (2)(A)(XI) ARTICLES OF AMENDMENT 04/25/05
<TEXT>
EXHIBIT 99.(2)(a)(xi)
ARTICLES OF AMENDMENT DATED 04/25/05


                       BOULDER GROWTH & INCOME FUND, INC.

                              ARTICLES OF AMENDMENT


THIS IS TO CERTIFY THAT:

     FIRST:  The  charter  of Boulder  Growth & Income  Fund,  Inc.,  a Maryland
corporation (the "Corporation"), is hereby amended by:

     1.  deleting  existing  Section  4.3  of  Article  IV in its  entirety  and
substituting in lieu thereof the following new section:

          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
     stockholders  by the  affirmative  vote  of a  majority  of all  the  votes
     entitled to be cast on the matter 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.

     2.  deleting  existing  Section  5.1  of  Article  V in  its  entirety  and
substituting in lieu thereof the following new section:

          Section 5.1. The number of directors shall be five.

     SECOND: The amendments to the charter of the Corporation as set forth above
have  been  duly  advised  by  the  Board  of  Directors  and  approved  by  the
stockholders of the Corporation as required by law.

     THIRD: The undersigned  President  acknowledges these Articles of Amendment
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.

<PAGE>

     IN WITNESS WHEREOF,  the Corporation has caused these Articles to be signed
in its name and on its behalf by its  President and attested to by its Secretary
on this 25th day of April, 2005.

ATTEST:                                       BOULDER GROWTH & INCOME FUND, INC.

/s/ Stephanie Kelley                          /s/ Stephen C. Miller
Stephanie J. Kelley                           Stephen C. Miller
Secretary                                     President
</TEXT>
</DOCUMENT>
