<DOCUMENT>
<TYPE>EX-99.2E
<SEQUENCE>7
<FILENAME>bifdrpplanfinal.txt
<DESCRIPTION>EXHIBIT (2)(E) DIVIDEND REINVESTMENT PLAN
<TEXT>
EXHIBIT 99.(2)(e)
DIVIDEND REINVESTMENT PLAN


                          Boulder Growth & Income Fund

             TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

     Registered  holders  ("Common  Shareholders")  of common stock (the "Common
Shares") of Boulder  Growth & Income Fund (the  "Fund")  will  automatically  be
enrolled (the "Participants") in its Dividend Reinvestment Plan (the "Plan") and
are advised as follows:

     1. THE PLAN  AGENT.  PFPC  Inc.  (the  "Agent")  will act as Agent for each
Participant.  The Agent will open an account for each Participant under the Plan
in the same name in which his or her outstanding Common Shares are registered.

     2. CASH OPTION.  The Fund will declare its income dividends,  capital gains
distributions  or  managed  distributions  ("Distributions")  payable  in Common
Shares,  or, at the  option of Common  Shareholders,  in cash.  Therefore,  each
Participant   will  have  all   Distributions   on  his  or  her  Common  Shares
automatically  reinvested in additional  Common Shares,  unless such Participant
elects to receive such Distributions in cash by contacting the Agent.

     3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the
net asset value per Common  Share is equal to or less than the market  price per
Common Share plus estimated brokerage commissions, the Agent shall receive newly
issued Common Shares ("Additional Common Shares"), including fractions, from the
Fund for each Participant's  account.  The number of Additional Common Shares to
be  credited   shall  be  determined  by  dividing  the  dollar  amount  of  the
Distribution  by the greater of (i) the net asset value per Common  Share on the
payment  date,  or (ii) 95% of the market  price per Common Share on the payment
date.

     4.  MARKET  DISCOUNT  PURCHASES.  If the net asset  value per Common  Share
exceeds the market price plus  estimated  brokerage  commissions  on the payment
date for a Distribution,  the Agent (or a  broker-dealer  selected by the Agent)
shall endeavor to apply the amount of such  Distribution  on each  Participant's
Common Shares to purchase Common Shares on the open market.  Such purchases will
be made on or after the payment date for such  Distribution but in no event will
purchases be made on or after an ex-dividend  date for a subsequent  dividend on
Common   Shares  or  later  than  30  days  after  the  payment  date  for  such
Distribution.  The weighted average price (including  brokerage  commissions) of
all Common Shares purchased by the Agent, as Agent shall be the price per Common
Share  allocable to each  Participant.  If,  before the Agent has  completed its
purchases, the market price plus estimated brokerage commissions exceeds the net
asset value of the Common Shares as of the payment date, the purchase price paid
by the Agent may exceed the net asset value of the Common  Shares,  resulting in
the acquisition of fewer Common Shares than if such  Distribution  had been paid
in Common  Shares  issued by the Fund. If the Agent is unable to invest the full
Distribution  amount in purchases  in the open market or if the market  discount
shifts to a market premium  during the purchase  period then the Agent may cease
making  purchases  in the open  market the  instant  the Agent is  notified of a
market  premium and may invest the  uninvested  portion of the  Distribution  in
newly issued  Common Shares at the net asset value per Common Share at the close
of business  provided  that, if the net asset value is less than or equal to 95%
of the then current  market  price per Common  Share,  the dollar  amount of the
Distribution  will be divided by 95% of the market  price on the  payment  date.
Participants  should  note that they will not be able to  instruct  the Agent to
purchase  Common Shares at a specific time or at a specific  price.  Open-market
purchases may be made on any securities exchange where Common Shares are traded,
in the over-the-counter market or in negotiated transactions, and may be on such
terms as to price, delivery and otherwise as the Agent shall determine.

<PAGE>

     5. VALUATION.  The market price of Common Shares on a particular date shall
be the last sales price on the  securities  exchange where the Common Shares are
listed on that date (the  "Exchange"),  or, if there is no sale on such Exchange
on that date, then the mean between the closing bid and asked quotations on such
Exchange on such date will be used.  The net asset  value per Common  Share on a
particular  date  shall  be  the  amount  calculated  on  that  date  (or if not
calculated on such date, the amount most recently calculated) by or on behalf of
the Fund in accordance with the Fund's current prospectus.

     6.  SAFEKEEPING.  In order to protect  against loss,  theft or destruction,
Participants may deposit Common Shares registered in their own names and held in
certificate form into their Plan accounts.  Certificates, along with a letter of
instruction,  should be sent to the Agent by registered or certified  mail, with
return  receipt  requested,  or some other form of  traceable  mail and properly
insured.  Participants should not endorse their certificates.  There are no fees
for this service.

     7. TAXATION.  The automatic  reinvestment of Distributions does not relieve
Participants  of any taxes which may be payable on  Distributions.  Participants
will receive tax  information  annually for their  personal  records and to help
them prepare their federal income tax return. For further  information as to tax
consequences  of  participation  in the Plan,  Participants  should consult with
their own tax advisors.

     8.  LIABILITY OF AGENT.  The Agent shall at all times act in good faith and
agrees to use its best efforts within  reasonable  limits to ensure the accuracy
of all services  performed  under this  Agreement and to comply with  applicable
law,  but assumes no  responsibility  and shall not be liable for loss or damage
due to error unless such error is caused by the Agent's  negligence,  bad faith,
or willful misconduct or that of its employees.  Each  Participant's  uninvested
funds  held by the  Agent  will not  bear  interest.  The  Agent  shall  have no
liability in connection  with any inability to purchase Common Shares within the
time  provided,  or with the timing of any purchases  effected.  The Agent shall
have no  responsibility  for the value of Common Shares acquired.  The Agent may
commingle Participants' funds.

     9.  RECORDKEEPING.  The  Agent may hold each  Participant's  Common  Shares
acquired  pursuant to the Plan  together  with the Common Shares of other Common
Shareholders of the Fund acquired pursuant to the Plan in non-certificated  form
in the Agent's name or that of the Agent's nominee.  Distributions on fractional
shares will be credited to each Participant's  account. Each Participant will be
sent a confirmation by the Agent of each acquisition made for his or her account
as soon as  practicable,  but in no event  later  than 60 days,  after  the date
thereof.   Upon  a  Participant's   request,  the  Agent  will  deliver  to  the
Participant,  without charge,  a certificate or certificates for the full Common
Shares.  Although  each  Participant  may from  time to time  have an  undivided
fractional  interest (computed to three decimal places) in a Common Share of the
Fund, no certificates  for a fractional  share will be issued.  Participants may
request a  certificate  by calling the Agent at  1-800-331-1710,  writing to the
Agent at P.O. Box 43027, Providence,  RI 02940-3027, or completing and returning
the  transaction  form  attached  to each Plan  statement.  The Agent will issue
certificates as soon as possible but in no event more than 5 business days after
receipt of a Participant's request. Similarly,  Participants may request to sell
a portion  of the Common  Shares  held by the Agent in their  Plan  accounts  by
calling  the Agent,  writing to the  Agent,  or  completing  and  returning  the
transaction  form  attached  to each Plan  statement.  The Agent  will sell such
Common Shares  through a  broker-dealer  selected by the Agent within 5 business
days of receipt of the request.  The sale price will equal the weighted  average
price of all Common  Shares sold  through the Plan on the day of the sale,  less
brokerage  commissions.  Participants  should  note  that the Agent is unable to
accept instructions to sell on a specific date or at a specific price. Any share
dividends or split shares  distributed  by the Fund on Common Shares held by the
Agent for Participants will be credited to their accounts. In the event that the
Fund makes available to its Common  Shareholders  rights to purchase  additional
Common Shares,  the Common Shares held for each Participant  under the Plan will
be added to other  Common  Shares held by the  Participant  in  calculating  the
number of rights to be issued to each Participant.

<PAGE>

     10. PROXY  MATERIALS.  The Agent will forward to each Participant any proxy
solicitation  material.  The  Agent  will  vote  any  Common  Shares  held for a
Participant  first in  accordance  with the  instructions  set forth on  proxies
returned by such  Participant  to the Fund, and then with respect to any proxies
not returned by such  Participant  to the Fund,  in the same  proportion  as the
Agent votes the proxies returned by the Participants to the Fund.

     11. BROKERS,  NOMINEE  HOLDERS,  ETC. In the case of  shareholders  such as
banks,  brokers  or  nominees  that hold  Common  Shares  for others who are the
beneficial owners, the Agent will administer the Plan on the basis of the number
of Common Shares  certified by the record  shareholder as representing the total
amount  registered  in such  shareholder's  name  and held  for the  account  of
beneficial owners who are to participate in the Plan.

     12. FEES. The Agent's service fee for handling  Distributions  will be paid
by the  Fund.  Each  Participant  will  be  charged  his or her pro  rata  share
(currently  $.02  per  share)  of  brokerage   commissions  on  all  open-market
purchases.  If a Participant elects to have the Agent sell part or all of his or
her Common Shares and remit the  proceeds,  such  Participant  will be charged a
service fee of $15.00 and his or her pro rata share of brokerage  commissions on
the shares sold (currently $.05 per share).  The Participant will not be charged
any other fees for this service.

     13. TERMINATION IN THE PLAN. Each registered  Participant may terminate his
or her account  under the Plan at any time by notifying  the Agent in writing at
P.O.  Box  43027,   Providence,   RI   02940-3027,   by  calling  the  Agent  at
1-800-331-1710  or by completing and returning the transaction  form attached to
each Plan  statement.  Such  termination  will be  effective  with  respect to a
particular  Distribution if the Participant's notice is received by the Agent at
least  ten  days  prior  to such  Distribution  record  date.  The  Plan  may be
terminated  by the  Agent or the Fund  upon  notice  in  writing  mailed to each
Participant  at least 60 days prior to the  effective  date of the  termination.
Upon any  termination,  the Agent will cause a certificate or certificates to be
issued for the full  shares  held for each  Participant  under the Plan and cash
adjustment  for any fraction of a Common Share at the then current  market value
of the Common Shares to be delivered to him or her without charge. If preferred,
a Participant may request the sale of all of the Common Shares held by the Agent
in his or her Plan account in order to terminate participation in the Plan. If a
Participant has terminated his or her participation in the Plan but continues to
have Common Shares registered in his or her name, he or she may re-enroll in the
Plan at any time by calling the Agent at 1-800-331-1710.

<PAGE>

     14. AMENDMENT OF THE PLAN. These terms and conditions may be amended by the
Agent or the Fund at any time but,  except  when  necessary  or  appropriate  to
comply  with  applicable  law or the rules or  policies  of the  Securities  and
Exchange Commission or any other regulatory  authority,  only by mailing to each
Participant  appropriate  written notice at least 30 days prior to the effective
date thereof.  The amendment shall be deemed to be accepted by each  Participant
unless,  prior to the effective date thereof,  the Agent receives  notice of the
termination of the Participant's  account under the Plan. Any such amendment may
include an appointment by the Agent of a successor  Agent,  subject to the prior
written approval of the successor Agent by the Fund.

     15.  APPLICABLE  LAW. These terms and  conditions  shall be governed by the
laws of the State of Maryland.

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</DOCUMENT>
