SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
5/12/05
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
167,000
8. SHARED VOTING POWER
32,700
9. SOLE DISPOSITIVE POWER
580,900____________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
580,900
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.13%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
4,600
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
4,600__________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,600
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
.04%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Boulder Growth and
Income Fund, Inc. ("BIF").The principal executive offices of BIF
are located at 1680 38th Street, Suite 800, Boulder, CO 80301.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Phillip Goldstein, 60
Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, 43
Waterford Drive, Montville, NJ 07045.
Phillip Goldstein is a self-employed investment advisor. He is
also President of Kimball and Winthrop, Inc., an investment
advisory firm. Andrew Dakos is President of Elmhurst Capital,
Inc., an investment advisory firm and Managing Member of the
general partner of Full Value Partners L.P., an investment fund.
During the last 5 years none of the reporting persons have been
convicted in a criminal proceeding, nor been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which they were or are subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Mr. Phillip Goldstein and Mr. Andrew Dakos are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Mr. Phillip Goldstein and Mr. Dakos have accumulated shares of
the Issuer on behalf of accounts that are managed by them. All
funds that have been utilized to purchase such shares are from
such accounts or from margin loans from broker dealers where
these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the issuer's shares are undervalued.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the proxy statement filed on March 7, 2005 there
were 11,327,784 shares outstanding as of February 28, 2005. The
percentage set forth in this item (5a) was derived using such
number.
Mr. Phillip Goldstein is deemed to be the beneficial owner of
580,900 shares of BIF or 5.13% of the outstanding shares. Mr.
Dakos is deemed to be the beneficial owner of 4,600 shares of
BIF or .04% of the outstanding shares.
b. Power to dispose of securities resides solely with Mr. Phillip
Goldstein for 580,900 shares. Power to vote securities resides
solely with Mr. Phillip Goldstein for 167,000 shares and jointly
for 32,700 shares. Power to dispose and vote securities resides
solely with Mr. Dakos for 4,600 shares.
c. During the last sixty days the following shares of common
stock were purchased (there were no sales):
Phillip Goldstein
5/19/05 5700 @ 6.46
5/17/05 2800 @ 6.3321
5/16/05 3700 @ 6.35
5/12/05 12000 @ 6.45
5/11/05 7000 @ 6.4443
5/10/05 6400 @ 6.48
5/9/05 4700 @ 6.49
5/6/05 15500 @ 6.49
5/5/05 16800 @ 6.486
5/2/05 10000 @ 6.38
4/28/05 6200 @ 6.28
4/27/05 9600 @ 6.3195
4/26/05 6000 @ 6.41
4/25/05 6100 @ 6.41
4/18/05 3400 @ 6.4
4/13/05 5000 @ 6.52
4/11/05 4800 @ 6.52
d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and
Mr. Dakos are entitled to receive any dividends or sales
proceeds.
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 5/23/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule 13D
(and all further amendments filed by them) with respect to the
shares of BIF.
Dated: 5/23/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos