<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>2
<FILENAME>bifarticlessupp040804.txt
<DESCRIPTION>EXHIBIT (2)(A)(VIII) ARTICLES SUPPLEMENTARY
<TEXT>
EXHIBIT 99.(2)(a)(viii)
ARTICLES SUPPLEMENTARY DATED 04/08/04


                       BOULDER GROWTH & INCOME FUND, INC.

                             ARTICLES SUPPLEMENTARY

     Boulder  Growth  &  Income  Fund,   Inc.,  a  Maryland   corporation   (the
"Corporation")  hereby  certifies to the State  Department  of  Assessments  and
Taxation of Maryland that:

     FIRST:  Pursuant to Section 3-802(b)(3) of the Maryland General Corporation
Law (the  "MGCL"),  the  Corporation,  by a resolution of its Board of Directors
(the  "Board of  Directors")  duly  adopted at a meeting  duly  called and held,
elected not to be subject to Section 3-804 and Section 3-805 of the MGCL.

     SECOND:  The Corporation's  election to not be subject to Section 3-804 and
Section  3-805 of the MGCL has been  approved by the Board of  Directors  in the
manner and by the vote required by law.

     THIRD:  The  undersigned  President of the Corporation  acknowledges  these
Articles Supplementary 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 for perjury.

                            [SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf by its  President  and attested to by
its Secretary on this 8th day of April, 2004.

ATTEST:                                       Boulder Total Return Fund, Inc.


/s/Stephanie Kelley                           By:  /s/ Stephen C. Miller
Stephanie Kelly                                    Stephen C. Miller
Secretary                                          President
</TEXT>
</DOCUMENT>
