<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>4
<FILENAME>certandrequest.txt
<DESCRIPTION>EXHIBIT 2(D)(II) CERT AND REQUEST
<TEXT>
                       BOULDER GROWTH & INCOME FUND, INC.

                 CERTIFICATION AND REQUEST FOR ADDITIONAL RIGHTS

To the Subscription Agent:

The  undersigned  hereby  certifies  to  the  Subscription  Agent  that  it is a
broker-dealer registered with the Securities and Exchange Commission, commercial
bank or trust company,  securities depository or participant therein, or nominee
therefore,  holding of record  __________ shares of Common Stock, par value $.01
per share (the "Common Stock"), of Boulder Growth & Income, Inc. (the "Fund") on
behalf of ______________ beneficial owners as of the close of business on August
1, 2007,  the Record Date for the  offering by the Fund of  3,798,795  shares of
Common Stock  pursuant to  non-transferable  subscription  rights (the "Rights")
distributed to record  holders of shares of Common Stock,  all as described in a
Prospectus  dated  August  13,  2007  (the  "Prospectus"),  a copy of which  the
undersigned  has  received.  One Right was  distributed  for each full  share of
Common Stock held of record as of the close of business on the Record Date;  the
number of rights  issued to each  record  holder was  rounded up to the  nearest
number evenly  divisible by three,  and each beneficial owner of Common Stock on
the Record Date is  entitled  to have the number of Rights  issued in respect of
the shares of Common  Stock  beneficially  owned by it rounded up to the nearest
number evenly divisible by three.

The undersigned further certifies that

     (A)  _______________  beneficial  owners on whose behalf it held, as of the
          close of business on the Record Date, _______________ shares of Common
          Stock  registered in the name of the  undersigned are each entitled to
          ONE additional Right in accordance with the foregoing, and

     (B)  ______________beneficial  owners on whose  behalf  it held,  as of the
          close of business on the Record Date,  _____________  shares of Common
          Stock  registered in the name of the  undersigned are each entitled to
          TWO additional Rights in accordance with the foregoing.

Accordingly,  the undersigned  requests that, upon surrender of its Subscription
Certificate  evidencing  ______ Rights,  a Subscription  Certificate  evidencing
Rights (including  additional Rights for rounding as detailed above*) be issued.
The undersigned further certifies that each such beneficial owner is a bona fide
beneficial  owner of shares of Common Stock,  that such beneficial  ownership is
reflected  on the  undersigned's  records  and that all  shares of Common  Stock
which,  to the  undersigned's  knowledge,  are  beneficially  owned  by any such
beneficial owner through the undersigned have been aggregated in calculating the
foregoing.  The undersigned agrees to provide the Fund or its designee with such
additional  information  as the Fund deems  necessary  to verify the  foregoing.

Date: August 13, 2007

Name of Record Holder

By:______________________________________
Name:____________________________________
Address:__________________________________
Telephone:_________________________________
Facsimile:__________________________________

DTC Participant Number: ____________________

*The number of additional Rights should be equal to (A) + 2 x (B)


</TEXT>
</DOCUMENT>
