<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>3
<FILENAME>subscriptioncert.txt
<DESCRIPTION>EXHIBIT 2(D)(I) SUBSCRIPTION CERTIFICATE
<TEXT>
         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
      NEW YORK CITY TIME ON FRIDAY, AUGUST 31, 2007 (THE "EXPIRATION DATE")

                       BOULDER GROWTH & INCOME FUND, INC.
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Stockholder:

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THIS CARD AND
RETURN IT TO THE SUBSCRIPTION AGENT.

You are entitled to exercise the Rights issued to you as of August 1, 2007,  the
Record Date for the Fund's rights  offering  ("Offering"),  to subscribe for the
number of shares of common  stock  ("Shares")  of Boulder  Growth & Income Fund,
Inc.  ("Fund") shown on this  Subscription  Certificate  pursuant to the Primary
Subscription  upon the terms and conditions  specified in the Fund's  prospectus
dated August 13, 2007  ("Prospectus").  The terms and conditions of the Offering
set forth in the Prospectus are  incorporated  herein by reference.  Capitalized
terms not defined herein have the meanings attributed to them in the Prospectus.

As a holder of Rights,  you are  entitled to  purchase  one Share for each three
Rights  you  hold  and  exercise.   In  accordance  with  the  Over-Subscription
Privilege,  as a holder  of  Rights,  you are also  entitled  to  subscribe  for
additional  Shares, if Shares remaining after the exercise of Rights pursuant to
the Primary  Subscription  are  available  and if you have fully  exercised  all
Rights  issued to you. If  sufficient  Shares  remain  after  completion  of the
Primary  Subscription,  all  over-subscriptions  will be  honored  in  full.  If
sufficient Shares are not available after completion of the Primary Subscription
to honor all  over-subscriptions,  the available  Shares will be allocated among
those who over-subscribe based on the number of Rights originally issued to them
by the Fund, so that the number of Shares issued to  stockholders  who subscribe
pursuant to the  Over-Subscription  Privilege will generally be in proportion to
the number of Shares owned on the Record  Date.  The Fund will not offer or sell
any Shares which are not subscribed for pursuant to the Primary  Subscription or
the Over-Subscription Privilege.

In order to exercise your Rights,  you must present to The Colbent  Corporation,
prior to 5:00  p.m.,  New York City Time,  on the  Expiration  Date,  unless the
Offering is extended,  either (1) a properly completed and executed Subscription
Certificate  and a money  order or check  drawn on a bank  located in the United
States of America  and  payable to Boulder  Growth & Income  Fund,  Inc.  for an
amount  equal  to  the  number  of  Shares  subscribed  for  under  the  Primary
Subscription and Over-Subscription  Privilege (if applicable)  multiplied by the
Estimated  Subscription  Price of $8.44, or (2) a Notice of Guaranteed  Delivery
guaranteeing  delivery of (i) a properly  completed  and  executed  Subscription
Certificate  and  (ii) a money  order or check  drawn on a bank  located  in the
United States of America and payable to Boulder  Growth & Income Fund,  Inc. for
an  amount  equal to the  number  of Shares  subscribed  for  under the  Primary
Subscription and Over-Subscription  Privilege (if applicable)  multiplied by the
Estimated Subscription Price.

If a Notice of Guaranteed  Delivery is used, a properly  completed  Subscription
Certificate, together with payment in full, as described above, must be received
by The Colbent Corporation by no later than Expiration Date, unless the Offering
is extended. See "The Offering - Method of Exercising Rights" and "--Payment for
Shares" in the Prospectus.

No later  than  September  11,  2007  (the  "Confirmation  Date"),  The  Colbent
Corporation  will send you a confirmation  (or, if you own your Shares through a
depository or nominee, to such depository or nominee), showing (i) the number of
Shares acquired pursuant to the Primary Subscription, (ii) the number of Shares,
if any,  acquired  pursuant to the  Over-Subscription  Privilege,  (iii) the per
share and total  purchase price for the Shares,  and (iv) any additional  amount
payable by you or any excess to be  refunded  to you.  Any excess  payment to be
refunded will be mailed  within ten (10)  business  days after the  Confirmation
Date, unless the Offering is extended.

Stockholders who are participants in the Fund's dividend  reinvestment plan (the
"Plan") will receive their  Primary  Subscription  Shares and  Over-Subscription
Privilege Shares via an un-certificated share credit to their existing accounts.

Share certificates for Shares purchased pursuant to the Primary Subscription and
Over-Subscription  Privilege will be mailed promptly after the expiration of the
Offering  once full  payment  for such  Shares has been  received  and  cleared.
Stockholders  whose shares of beneficial  interest are held of record by Cede or
by any other  depository  or  nominee on their  behalf or their  broker-dealer's
behalf will have any Shares acquired in the Primary Subscription credited to the
account of Cede or such other depository or nominee. Shares acquired pursuant to
the   Over-Subscription   Privilege  will  be  certificated   and   certificates
representing  such Shares will be sent directly to Cede or such other depository
or nominee.  Share  certificates  will not be issued for Shares credited to Plan
accounts.

                  THE SUBSCRIPTION RIGHTS ARE NOT TRANSFERABLE.

Payment must be in United States dollars. Only money orders or checks drawn on a
bank located in the continental United States and made payable to Boulder Growth
& Income Fund, Inc. will be accepted.  Please reference your rights card control
number on your check, money order or notice of guaranteed delivery.

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

         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
    NEW YORK CITY TIME ON THE FRIDAY, AUGUST 31, 2007 (THE "EXPIRATION DATE")


Control No.           Rights Represented by this Subscription Certificate:

                      Maximum Primary Shares Available:


<PAGE>


To  subscribe  pursuant to the  Primary  Subscription  or the  Over-Subscription
Privilege,  three (3) Rights and the  Subscription  Price are  required for each
Share. Payment of $8.44 per share must accompany this Subscription  Certificate.
No fractional Shares or Rights will be issued;  accordingly the number of Rights
issued to each stockholder will, if appropriate,  be rounded up so that they are
evenly divisible by 3. For example, if you currently own 100 Shares, you will be
issued 102 rights and thus will be  entitled to  subscribe  for 34 Shares in the
Primary Subscription.

Example:          100 Shares        =       102 rights issued
                  102 Rights/3      =       34 primary Shares
                  34    x    $8.44  =       $286.96 Total Due under the
                                            Primary Subscription

To subscribe for Shares in the Primary  Subscription please complete line "A" on
the card below.

To subscribe for Shares in the Over-Subscription  Privilege please complete line
"B" on the card below.

Payment of Shares:  Full  payment  for both the  primary  and  over-subscription
Shares or a notice of  guaranteed  delivery  must  accompany  this  Subscription
Certificate.  Please  reference  your Control Number (shown on the front of this
Subscription  Certificate)  on your check,  money order or notice of  guaranteed
delivery.

If the aggregate  Subscription  Price paid by a stockholder is  insufficient  to
purchase  the  number  of  Shares  that  the  stockholder  indicates  are  being
subscribed for, or if a stockholder  does not specify the number of Shares to be
purchased,  then the  stockholder  will be deemed to have exercised  first,  the
Rights  under the Primary  Subscription  (if not already  fully  exercised)  and
second, the Over-Subscription Privilege to purchase Shares to the full extent of
the payment rendered. If the aggregate  Subscription Price paid by a stockholder
exceeds  the amount  necessary  to  purchase  the number of Shares for which the
stockholder  has  subscribed,  then  the  stockholder  will  be  deemed  to have
exercised first, the Rights under the Primary Subscription (if not already fully
exercised) and second, the Over-Subscription Privilege to the full extent of the
excess payment tendered.

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


    THIS CERTIFICATE IS VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT BEFORE
      5:00 PM, NEW YORK CITY TIME ON THE EXPIRATION DATE FRIDAY, AUGUST 31,
            2007 (UNLESS EXTENDED) AT ONE OF THE FOLLOWING ADDRESSES:
<TABLE>
<S>                                                  <C>                                           <C>

BY MAIL                                               BY HAND DELIVERY:                            BY OVERNIGHT COURIER:
Colbent Corporation                                   Colbent Corporation                          Colbent Corporation
Attention:  Corporate Actions                         Attn: Corporate Actions                      Attention:  Corporate Actions
P.O. Box 859208                                       161 Bay State Drive                          161 Bay State Drive
Braintree, Massachusetts  02185-9208                  Braintree, Massachusetts  02184              Braintree, Massachusetts  02184
</TABLE>

--------------------------------------------------------------------------------
                    PLEASE FILL IN ALL APPLICABLE INFORMATION
--------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>              <C>

A. Primary Subscription    ____________     x                 $8.44 *           = $ _________
    (3 Rights = 1 share)   (No. of Shares)                                    (Total Purchase Price for Primary Subscription)

B.  Over-Subscription Privilege  ____________        x        $8.44 *          = $ _________
                                (No. of Shares)                               (Total Purchase Price for Over-Subscription Privilege)

C.  Amount of Check Enclosed (or amount in notice of guaranteed delivery)      = $___________
                                                                              (Total Purchase Price for BOTH the Primary
                                                                              Subscription and Over Subscription
                                                                              Privilege)
</TABLE>

*    $8.44  is the  Estimated  Subscription  Price  (i.e.,  an  estimate  of the
     Subscription Price based on the Fund's NAV at the end of business on August
     3, 2007, the Friday immediately  preceding the printing of the Prospectus).
     The actual  Subscription  Price as determined on the Expiration Date may be
     higher or lower. It is possible that  stockholders will receive a refund or
     be required to pay additional  amounts equal to the difference  between the
     Estimated Subscription Price and the actual Subscription Price.

TO SUBSCRIBE:

I ACKNOWLEDGE  THAT I HAVE RECEIVED THE PROSPECTUS FOR THE OFFERING AND I HEREBY
IRREVOCABLY  SUBSCRIBE FOR THE NUMBER OF NEW SHARES INDICATED ABOVE ON THE TERMS
AND CONDITIONS SET FORTH IN THE PROSPECTUS.

I UNDERSTAND AND AGREE THAT I WILL BE OBLIGATED TO PAY ANY ADDITIONAL  AMOUNT TO
THE FUND IF THE  SUBSCRIPTION  PRICE AS  DETERMINED  ON THE  PRICING  DATE IS IN
EXCESS OF THE ESTIMATED SUBSCRIPTION PRICE PER SHARE.

I HEREBY  AGREE  THAT IF I FAIL TO PAY IN FULL FOR THE  SHARES  FOR WHICH I HAVE
SUBSCRIBED,  THE FUND  MAY  EXERCISE  ANY OF THE  REMEDIES  PROVIDED  FOR IN THE
PROSPECTUS.

------------------------------------------------------------------
Signature(s) of Subscriber(s)

------------------------------------------------------------------
Address for delivery of Shares if other than shown on front

If permanent change of address, check here |_|
Please give your telephone number ( ) ____________________________
Please give your email address: ________________________________________

If you wish to have your  confirmation and refund check (if any) delivered to an
address other than that listed on this  Subscription  Certificate  you must have
your  signature  guaranteed by a member of the New York Stock Exchange or a bank
or trust company.  Please provide the delivery address above and note if it is a
permanent change.

Any  questions  regarding  this  Subscription  Certificate  and the Offer may be
directed  to  the   Information   Agent,   Morrow  &  Co.,  Inc.  toll  free  at
1-800-607-0088.

</TEXT>
</DOCUMENT>
