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August 7, 2007

VIA EDGAR

                                              Boulder Growth & Income Fund, Inc.
                                                     2344 Spruce Street, Suite A
                                                               Boulder, CO 80302
                                                                   (303)444-5483

Secretary
Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
Attention: Valerie Lithotomos

     Re: Boulder Growth & Income Fund  Pre-Effective  Registration  Statement on
     Form N-2 (File Nos. 333-142681 & 811-023288)

Dear Ms. Lithotomos:

     Pursuant to our telephone  conversation  with you and your staff on Monday,
August 6, 2007,  we have made the  suggested  revisions to the Boulder  Growth &
Income  Fund,  Inc.'s (the  "Company")  Form N-2 and  accompanying  Statement of
Additional Information. We appreciate your comments. Also, you requested that we
file the Company's amended Registration Statement with a request for accelerated
review.

     Based on your request,  and per Rule 461 under the  Securities Act of 1933,
Boulder  Growth & Income Fund,  Inc. (the  "Company")  hereby  requests that the
effective date of the above-referenced  Registration Statement be accelerated so
that the Registration  Statement may become effective by 12:00 p.m.  Washington,
D.C. time on Thursday, August 9, 2007, or as soon thereafter as practicable.

     The Company  acknowledges  the following:  (1) should the Commission or the
staff, acting pursuant to delegated authority,  declare the filing effective, it
does not  foreclose  the  Commission  from taking any action with respect to the
filing;  (2) the action of the  Commission  or the  staff,  acting  pursuant  to
delegated  authority,  in declaring the filing  effective,  does not relieve the
Company  from its full  responsibility  for the  adequacy  and  accuracy  of the
disclosure  in the  filing;  and (3) the Company may not assert this action as a
defense in any  proceeding  initiated by the  Commission or any person under the
federal securities laws of the United States.

Very truly yours,

Boulder Growth & Income Fund, Inc.

By:

/s/ Joel L. Terwilliger


Joel L. Terwilliger

Associate General Counsel & Chief Compliance Officer




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