<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>5
<FILENAME>noticeofguarantee.txt
<DESCRIPTION>EXHIBIT 2(D)(III) GUARANTEED DELIVERY
<TEXT>
                          NOTICE OF GUARANTEED DELIVERY

                          For Shares of Common Stock of
                       BOULDER GROWTH & INCOME FUND, INC.
                    Subscribed for under Primary Subscription
                         And Over-Subscription Privilege

     As set forth in the Prospectus,  this form or one substantially  equivalent
     hereto may be used as a means of effecting subscription and payment for all
     shares of the Fund's Common Stock (the  "Shares")  subscribed for under the
     Primary Subscription and the Over-Subscription  Privilege. Such form may be
     delivered by hand or sent by facsimile  transmission,  overnight courier or
     first class mail to the Subscription Agent:

                           The Subscription Agent is:

                               Colbent Corporation
                             Attn: Corporate Actions
                               161 Bay State Drive
                         Braintree, Massachusetts 02184

                     Confirm by Telephone to: (781) 930-4900


BY  MAIL:                                 BY OVERNIGHT COURIER:
Colbent Corporation                       Colbent Corporation
Attn:  Corporate Actions                  Attn:  Corporate Actions
P.O. Box 859208                           161 Bay State Drive
Braintree, Massachusetts  01285-9208      Braintree, Massachusetts  02184

BY HAND DELIVERY:                         BY FACSIMILE:
Colbent Corporation                       (781) 380-3388
Attn: Corporate Actions                   Confirm by telephone to (781) 930-4900
161 Bay State Drive
Braintree, Massachusetts  02184

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS,  OR TRANSMISSION OF INSTRUCTION VIA A
TELECOPY FACSIMILE NUMBER,  OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A
VALID DELIVERY.

The New York Stock Exchange  member firm,  bank or trust company which completes
this form must  communicate  this guarantee and the number of Shares  subscribed
for in connection  with this guarantee  (separately  disclosed as to the Primary
Subscription and the Over-Subscription  Privilege) to the Subscription Agent and
must deliver this Notice of Guaranteed  Delivery,  guaranteeing  delivery of (a)
payment  in full for all  subscribed  Shares and (b) a  properly  completed  and
signed copy of the Subscription  Certificate (which certificate and full payment
must then be delivered no later than the close of business on the third business
day after the Expiration Date, unless extended) to the Subscription  Agent prior
to 5:00 P.M., New York time, on the Expiration Date, unless extended. Failure to
do so will result in a forfeiture of the Rights.

                                    GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust
company  having an office or  correspondent  in the  United  States,  guarantees
delivery to the  Subscription  Agent by no later than 5:00 P.M. Eastern time, on
September 6, 2007 (unless  extended as  described  in the  Prospectus)  of (a) a
properly  completed and executed  Subscription  Certificate  and (b) delivery of
payment in full of the Subscription  Price for Shares  (determined in accordance
with  the  formula  set  forth  in the  Prospectus)  subscribed  for on  Primary
Subscription  and for any  additional  Shares  subscribed  for  pursuant  to the
Over-Subscription Privilege, as subscription for such Shares is indicated herein
or in the Subscription Certificate.

                            (continued on other side)



<PAGE>

<TABLE>
<CAPTION>

                                                                                  Broker Assigned Control No. ______________________

                       BOULDER GROWTH & INCOME FUND, INC.


<S>                               <C>                       <C>                          <C>
1.  PRIMARY SUBSCRIPTION          Number of Rights to be    Number of Primary Shares     Payment to be made in
                                  exercised                 requested for which you      connection with Primary
                                                            are guaranteeing delivery    Shares
                                                            of Rights and Payment

                                  ____________ Rights        ________ Shares             $______________________

2. OVER-SUBSCRIPTION
                                                            Number of                    Payment to be made in
                                                            Over-Subscription Shares     connection with
                                                            requested for                Over-Subscription Shares
                                                            which you are
                                                            guaranteeing payment

                                                            ____________ Shares          $_____________________

3. TOTALS                         Total Number of Rights
                                  to be Delivered



                                  ___________ Rights                                     $______________________
                                                                                         Total Payment
</TABLE>


Method of delivery (circle one)

A. Through DTC

B. Direct to Colbent Corporation, as Subscription Agent. Please reference below
the registration of the Rights to be delivered.

                                                    ----------------------------

                                                    ----------------------------

                                                    ----------------------------

Please assign a unique control number for each guarantee submitted. This number
needs to be referenced on any direct delivery of Rights or any delivery through
DTC. In addition, please note that if you are guaranteeing for Over-Subscription
Privilege Shares and are a DTC participant, you must also execute and forward to
Colbent Corporation a DTC Participant Over-Subscription Exercise Form.

<TABLE>
           <S>                                                         <C>


           -------------------------------------------                 ---------------------------------------------
           Name of Firm                                                Authorized Signature

           -------------------------------------------                 ---------------------------------------------
           DTC Participant Number                                      Title

           -------------------------------------------                 ---------------------------------------------
           Address                                                     Name  (Please print or type)
           -------------------------------------------
                                              Zip Code                 _____________________________________________
           ___________________________________________                 Phone Number
           Contact Name
                                                                       ---------------------------------------------
                                                                       Date

</TABLE>


</TEXT>
</DOCUMENT>
