<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>3
<FILENAME>bifarticles051804.txt
<DESCRIPTION>EXHIBIT (2)(A)(IX) ARTICLES OF AMENDMENT 5/18/04
<TEXT>
EXHIBIT 99.(2)(a)(ix)
ARTICLES OF AMENDMENT DATED 05/18/04


                       BOULDER GROWTH & INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

     THIS IS TO CERTIFY THAT:

     FIRST: The charter (the "Charter") of Boulder Growth & Income Fund, Inc., a
Maryland  corporation  (the  "Corporation"),  is hereby amended by repealing the
second sentence of Article VI, Paragraph 2 of the Charter, and replacing it with
the following paragraph in lieu thereof:

     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.

     SECOND:  The  amendments  to the  Charter 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 of the Corporation  acknowledges  these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters of 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 of perjury.

     IN WITNESS WHEREOF,  the Corporation has caused these Articles of Amendment
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 Murphey                             /s/ Stephen C. Miller
Assistant Secretary                           President


</TEXT>
</DOCUMENT>
