UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                        MANAGEMENT INVESTMENT COMPANIES

                   Investment Company Act file number 811-02328


                       Boulder Growth & Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                           1680 38th Street, Suite 800
                                Boulder, CO 80301
               (Address of principal executive offices) (Zip code)

                                Stephen C. Miller
                           1680 38th Street, Suite 800
                                Boulder, CO 80301
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (303) 444-5483

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2003 - June 30, 2004


Form N-PX is to be used by a registered  management  investment  company,  other
than a small business  investment company registered on Form N-5 (ss.ss.  239.24
and 274.5 of this chapter), to file reports with the Commission,  not later than
August 31 of each year,  containing the registrant's proxy voting record for the
most recent  twelve-month  period  ended June 30,  pursuant to section 30 of the
Investment  Company Act of 1940 and rule 30b1-4  thereunder (17 CFR 270.30b1-4).
The Commission may use the information  provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this  information  public. A registrant is not required
to respond to the  collection of  information  contained in Form N-PX unless the
Form displays a currently  valid Office of Management and Budget ("OMB") control
number.  Please  direct  comments  concerning  the  accuracy of the  information
collection  burden  estimate and any  suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609.  The OMB has reviewed this  collection of  information  under the
clearance requirements of 44 U.S.C. ss. 3507.






                                                               PROXY VOTING RECORD
                                                    FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004
                                                                                                    Matter
                                                                                                    Proposed Vote
                                                                                                    by       Cast   Vote     For
                                           Shldr                                                    Issuer   (Yes   (For     or
                   Ticker                 Meeting   Record   Meeting  Description of Matter to be   or       or     or       Against
Name of Issuer     Symbol      CUSIP       Date      Date     Type    Voted On                      Holder   No)    Against) Mngmnt

                                                                                             

                                                                          Approve amendments to
                                                                          and a restatement of
                                                                          the Company's Restated
Northwestern                                                              Certificate of
Corporation        NOR      668074107      8/26/03  6/27/03  Annual   1   Incorporation             Issuer    Yes     For     For
                                                                          Elect two members of
Northwestern                                                              Class III of the Board
Corporation        NOR      668074107      8/26/03  6/27/03  Annual   2   of Directors              Issuer    Yes     For     For
                                                                          Ratification of
Northwestern                                                              Deloitte & Touche LLP
Corporation        NOR      668074107      8/26/03  6/27/03  Annual   3   as Independent Auditor    Issuer    Yes     For     For

                                                                          Elect three Class II
H&R Block          HRB      093671105      9/10/03   7/8/03  Annual   1   Directors                 Issuer    Yes     For     For
                                                                          Approval of an
                                                                          amendment to the 2003
                                                                          long-term executive
H&R Block          HRB      093671105      9/10/03   7/8/03  Annual   2   compensation plan         Issuer    Yes     For     For
                                                                          Ratification of the
                                                                          appointment of KMPG LLP
                                                                          as independent
H&R Block          HRB      093671105      9/10/03   7/8/03  Annual   3   accountants               Issuer    Yes     For     For

                                                                          Approve a proposal to
                                                                          amend FNF's Restated
                                                                          Certificate of
                                                                          Incorporation to
                                                                          increase authorized
Fidelity                                                                  shares of common stock
National                                                                  from 150,000,000 to
Financial, Inc.    FNF      316326107      9/29/03  8/18/03  Annual   1   250,000,000               Issuer    Yes     For     For
                                                                          Elect four directors to
                                                                          serve for the next
Fidelity                                                                  three years and one
National                                                                  director to serve for
Financial, Inc.    FNF      316326107      9/29/03  8/18/03  Annual   2   the next two years.       Issuer    Yes     For     For

                                                                          Directors' and
                                                                          auditors' reports and
                                                                          the accounts for the
                                                                          year ended June 30,
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   1   2003.                     Issuer    Yes     For     For
                                                                          Approve the directors'
                                                                          renumeration report for
                                                                          the year ended June 30,
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   2   2003                      Issuer    Yes     For     For
                                                                          To declare a final
                                                                          dividend on the
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   3   ordinary shares           Issuer    Yes     For     For
                                                                          To re-elect Lord Blyth
                                                                          of Rowington as a
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   4   director                  Issuer    Yes     For     For
                                                                          To re-elect Mr. JK
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   5   Oates as a director       Issuer    Yes     For     For
                                                                          To re-elect Mr. PL
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   6   Walsh as a director       Issuer    Yes     For     For
                                                                          Re-appointment and
                                                                          renumberation of
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   7   auditors                  Issuer    Yes     For     For
                                                                          Disapplication of
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   8   pre-emption rights        Issuer    Yes     For     For
                                                                          Authority to purchase
Diageo PLC         DEO      25243Q205     10/22/03  9/15/03  Annual   9   own oridnary shares       Issuer    Yes     For     For

Sara Lee
Corporation        SLE        803111103   10/30/03   9/2/03  Annual   1   Elect twelve directors    Issuer    Yes     For     For
                                                                          Ratification of the
                                                                          Appointment of Price
                                                                          WaterhouseCoopers LLP
                                                                          as Sara Lee's
Sara Lee                                                                  Independent Accountants
Corporation        SLE        803111103   10/30/03   9/2/03  Annual   2   for Fiscal 2004.          Issuer    Yes     For     For
                                                                          Stockholder Proposal
Sara Lee                                                                  regarding Charitable
Corporation        SLE        803111103   10/30/03   9/2/03  Annual   3   Contributions             Holder    Yes   Against   For
                                                                          Stockholder Proposal
Sara Lee                                                                  regarding Sara Lee's
Corporation        SLE        803111103   10/30/03   9/2/03  Annual   4   Code of Conduct           Holder    Yes   Against   For

                                                                          Election of Edward E.
Amerisourcebergen                                                         Hagenlocker and Kurt J.
Corporation        ABC      03073E105       3/5/04  1/12/04  Annual   1   Hilzinger as Directors    Issuer    Yes     For     For

                                                                          Election of four (4)
Washington Mutual  WM       939322103      4/20/04  2/27/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of the
                                                                          appointment of Deloitte
                                                                          & Touche LLP as
                                                                          independent auditors
Washington Mutual  WM       939322103      4/20/04  2/27/04  Annual   2   for 2004                  Issuer    Yes     For     For
                                                                          Shareholder proposal
                                                                          relating to a specific
Washington Mutual  WM       939322103      4/20/04  2/27/04  Annual   3   compensation program      Holder    Yes   Against   For

                                                                          Election of fifteen
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   1   (15) directors            Issuer    Yes     For     For
                                                                          A proposal to approve
                                                                          the appointment of KPMG
                                                                          LLP as independent
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   2   auditors for 2004         Issuer    Yes     For     For
                                                                          Approve the Pfizer Inc.
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   3   2004 Stock Plan           Issuer    Yes   Against  Against
                                                                          Shareholder proposal
                                                                          requesting review of
                                                                          the economic effects of
                                                                          the HIV/AIDS, TB and
                                                                          Malaria pandemics on
                                                                          the Company's business
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   4   strategy                  Holder    Yes   Against   For
                                                                          Shareholder proposal
                                                                          relating to political
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   5   contributions             Holder    Yes   Against   For
                                                                          Shareholder proposal
                                                                          relating to an annual
                                                                          report on corporate
                                                                          resources devoted to
                                                                          supporting political
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   6   entities or candidates    Holder    Yes   Against   For
                                                                          Shareholder proposal
                                                                          seeking to impose term
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   7   limits on directors       Holder    Yes   Against   For
                                                                          Shareholder proposal
                                                                          requesting a report on
                                                                          increasing access to
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   8   Pfizer products           Holder    Yes   Against   For
                                                                          Shareholder proposal on
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   9   stock options             Holder    Yes   Against   For
                                                                          Shareholder proposal on
Pfizer Inc.        PFE      717081103      4/22/04  2/27/04  Annual   10  invitro testing           Holder    Yes   Abstain  Abstain

                                                                          Election of five (5)
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of the
                                                                          appointment of the
                                                                          Company's independent
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   2   auditors for 2004         Issuer    Yes     For     For
                                                                          Proposal to amend the
                                                                          Restated Certificate of
                                                                          Incorporation to
                                                                          declassify the Board of
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   3   Directors                 Issuer    Yes     For     For
                                                                          Stockholders Proposal
                                                                          concerning management
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   4   compensation              Holder    Yes     For    Against
                                                                          Stockholders proposal
                                                                          concerning extension of
                                                                          prescription drug
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   5   patents                   Holder    Yes   Against   For
                                                                          Stockholder proposal
                                                                          concerning ethical and
                                                                          social performance of
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   6   the Company               Holder    Yes   Against   For
                                                                          Stockholder proposal
                                                                          concerning use of
                                                                          shareholder resources
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   7   for political purposes    Holder    Yes   Against   For
                                                                          Stockholder proposal
                                                                          concerning a report
                                                                          related to the global
Merck & Co.        MRK      589331107      4/27/04  2/24/04  Annual   8   HIV/AIDS pandemic         Holder    Yes   Against   For

Regency Centers                                                           Election of four (4)
Coporation         REG      758849103      4/28/04  3/22/04  Annual   1   directors                 Holder    Yes     For     For
                                                                          Amendment to Regency's
                                                                          Restated Articles of
                                                                          Incorporation to
                                                                          eliminate
Regency Centers                                                           classification of the
Coporation         REG      758849103      4/28/04  3/22/04  Annual   2   Board of Directors        Holder    Yes     For     For
                                                                          Amendment to Regency's
                                                                          Restated Articles of
                                                                          Incorporation to
                                                                          increase the number of
Regency Centers                                                           authorized shares of
Coporation         REG      758849103      4/28/04  3/22/04  Annual   3   preferred stock           Holder    Yes     For     For
                                                                          Amendment to Regency's
                                                                          Restated Articles of
                                                                          Incorporation to delete
                                                                          matters of historical
                                                                          interest relating to
Regency Centers                                                           security capital's
Coporation         REG      758849103      4/28/04  3/22/04  Annual   4   ownership limit           Holder    Yes     For     For

Cohen & Steers
Advantage Income                                                          Election of three (3)
Realty             RLF      19247W409      4/29/04  3/11/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratify the selection of
                                                                          PricewaterhouseCoopers
                                                                          LLP as independent
                                                                          certified public
                                                                          accountants for the
Cohen & Steers                                                            Fund for the fiscal
Advantage Income                                                          year ending December
Realty             RLF      19247W409      4/29/04  3/11/04  Annual   2   31, 2004                  Issuer    Yes     For     For

Torchmark                                                                 Election of five (5)
Corporation        TMK      891027104      4/29/04   3/5/04  Annual   1   directors                 Issuer    Yes     For     For
Torchmark
Corporation        TMK      891027104      4/29/04   3/5/04  Annual   2   Ratification of auditors  Issuer    Yes     For     For
                                                                          Shareholder proposal
                                                                          regarding use of
                                                                          performance and
                                                                          time-based restricted
Torchmark                                                                 share programs in
Corporation        TMK      891027104      4/29/04   3/5/04  Annual   3   executive compensation    Holder    Yes     For    Against
                                                                          Shareholder proposal
                                                                          regarding holding
Torchmark                                                                 tobacco equities in the
Corporation        TMK      891027104      4/29/04   3/5/04  Annual   4   company's portfolio       Holder    Yes   Against   For

Berkshire                                                                 Election of eleven (11)
Hathaway Inc.      BRKA     084670108       5/1/04   3/3/04  Annual   1   directors                 Holder    Yes     For     For
                                                                          Shareholder proposal to
                                                                          approve the stockholder
                                                                          proposal with respect
Berkshire                                                                 to political
Hathaway Inc.      BRKA     084670108       5/1/04   3/3/04  Annual   2   contributions             Holder    Yes   Against   For

Bristol-Myers                                                             Election of three (3)
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   1   directors                 Issuer    Yes     For     For
Bristol-Myers                                                             Appointment of
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   2   independent auditors      Issuer    Yes     For     For
Bristol-Myers                                                             Publication of
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   3   political contributions   Holder    Yes   Against   For
Bristol-Myers                                                             Prohibition of
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   4   political contributions   Holder    Yes   Against   For
Bristol-Myers                                                             Separation of Chairman
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   5   and CEO positions         Holder    Yes   Against   For
Bristol-Myers
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   6   HIV/AIDS, TB, Malaria     Holder    Yes   Against   For
Bristol-Myers
Squibb Company     BMY      110122108       5/4/04   3/8/04  Annual   7   Director vote threshold   Holder    Yes   Against   For

Avalonbay                                                                 Election of eight (8)
Communities        AVB      053484101       5/5/04   3/8/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          To consider and act
Avalonbay                                                                 upon a stockholder
Communities        AVB      053484101       5/5/04   3/8/04  Annual   2   proposal                  Holder    Yes     For    Against

Boston                                                                    Election of four (4)
Properties, Inc.   BXP      101121101       5/5/04  3/17/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          To consider and act
                                                                          upon a stockholder
                                                                          proposal concerning the
Boston                                                                    annual election of
Properties, Inc.   BXP      101121101       5/5/04  3/17/04  Annual   2   directors                 Holder    Yes     For    Against

Liberty Property                                                          Election of two (2)
Trust              LRY      531172104       5/5/04   3/5/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Approval of the
                                                                          proposal to amend the
                                                                          Declaration of Trust of
                                                                          the Trust to amend and
                                                                          restate in its entirety
Liberty Property                                                          Article VII of the
Trust              LRY      531172104       5/5/04   3/5/04  Annual   2   Declaration of Trust      Issuer    Yes   Against  Against
                                                                          Approval of the
                                                                          proposal to amend the
                                                                          Declaration of Trust to
                                                                          amend Sections 6.2, 6.3
Liberty Property                                                          and 10.1(d) of the
Trust              LRY      531172104       5/5/04   3/5/04  Annual   3   Declaration of Trust      Issuer    Yes   Against  Against
                                                                          Approval of the
                                                                          proposal to amend the
                                                                          Trust's Amended and
                                                                          Restated Share
                                                                          Incentive Plan,
                                                                          including an amendment
                                                                          to increase the number
                                                                          of shares available for
                                                                          awards thereunder by
Liberty Property                                                          1,500,000 shares to
Trust              LRY      531172104       5/5/04   3/5/04  Annual   4   11,426,256 shares         Issuer    Yes   Against  Against

Simon Property                                                            Election of seven (7)
Group, Inc.        SPG      828806109       5/5/04   3/8/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of
                                                                          appointment of Ernst &
Simon Property                                                            Young LLP as
Group, Inc.        SPG      828806109       5/5/04   3/8/04  Annual   2   independent accountants   Issuer    Yes     For     For
                                                                          Stockholder proposal
Simon Property                                                            regarding independent
Group, Inc.        SPG      828806109       5/5/04   3/8/04  Annual   3   chairman of the board     Holder    Yes   Abstain   N/A

Pan Pacific
Retail                                                                    Election of one (1)
Properties, Inc.   PNP      69806L104       5/6/04   3/5/04  Annual    1  director                  Issuer    Yes     For     For
Pan Pacific
Retail                                                                    Charter amendment to
Properties, Inc.   PNP      69806L104       5/6/04   3/5/04  Annual    2  declassify the Board      Issuer    Yes     For     For
                                                                          Charter amendment to
Pan Pacific                                                               increase the ownership
Retail                                                                    limit of the company's
Properties, Inc.   PNP      69806L104       5/6/04   3/5/04  Annual    3  common stock              Issuer    Yes     For     For
Health Care
Property                                                                  Election of ten (10)
Investors, Inc.    HCP      421915109       5/7/04  3/24/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Approval of the
                                                                          amendment to the
                                                                          Charter to increase the
Health Care                                                               Company's authorized
Property                                                                  common stock to
Investors, Inc.    HCP      421915109       5/7/04  3/24/04  Annual   2   750,000,000               Issuer    Yes     For     For
                                                                          Approval of the
Health Care                                                               amendment to the
Property                                                                  Charter to declassify
Investors, Inc.    HCP      421915109       5/7/04  3/24/04  Annual   3   the Board                 Issuer    Yes     For     For
                                                                          Ratification of Ernst &
                                                                          Young LLP as
Health Care                                                               independent auditors
Property                                                                  for the year ending
Investors, Inc.    HCP      421915109       5/7/04  3/24/04  Annual   4   December 31, 2004         Issuer    Yes     For     For

Arden Realty,                                                             Election of three (3)
Inc.               ARI      039793104      5/11/04  3/31/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Stockholder proposal
                                                                          regarding severance
Arden Realty,                                                             agreements for senior
Inc.               ARI      039793104      5/11/04  3/31/04  Annual   2   executives                Holder    Yes   Against   For

Healthcare                                                                Election of three (3)
Realty Trust       HR       421946104      5/11/04  3/11/04  Annual   1   directors                 Issuer    Yes     For     For

Hospitality                                                               Election of one (1)
Properties Trust   HPT      44106M102      5/11/04  3/16/04  Annual   1   director                  Issuer    Yes     For     For

HRPT Properties                                                           Election of one (1)
Trust              HPT      40426W101      5/11/04  3/16/04  Annual   1   director                  Issuer    Yes     For     For

Eastman Kodak                                                             Election of three (3)
Company            EK       277461109      5/12/04  3/15/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of
Eastman Kodak                                                             election of independent
Company            EK       277461109      5/12/04  3/15/04  Annual   2   accountants               Issuer    Yes     For     For
                                                                          Re-approval of material
                                                                          terms of the
                                                                          performance goals of
                                                                          the 2000 omnibus
Eastman Kodak                                                             long-term compensation
Company            EK       277461109      5/12/04  3/15/04  Annual   3   plan                      Issuer    Yes   Against  Against
                                                                          Shareholder proposal
Eastman Kodak                                                             requesting adoption of
Company            EK       277461109      5/12/04  3/15/04  Annual   4   chemicals policy          Holder    Yes   Against   For
                                                                          Shareholder proposal
                                                                          requesting limits on
Eastman Kodak                                                             compensation on certain
Company            EK       277461109      5/12/04  3/15/04  Annual   5   executives                Holder    Yes   Against   For

First Industrial
Realty Trust,                                                             Election of two (2)
Inc.               FR       32054K103      5/12/04  3/22/04  Annnual  1   directors                 Issuer    Yes     For     For
                                                                          Ratification of the
                                                                          selection of
First Industrial                                                          PricewaterhouseCoopers
Realty Trust,                                                             LLP as the company's
Inc.               FR       32054K103      5/12/04  3/22/04  Annnual  2   independent auditors      Issuer    Yes     For     For

                                                                          Election of seventeen
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   1   (17) directors            Issuer    Yes     For     For
                                                                          Adoption of the annual
                                                                          accounts and
                                                                          appropriation profit
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   2   for the 2003 fiscal year  Issuer    Yes     For     For
                                                                          Discharge of the
                                                                          members of the Board of
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   3   Directors                 Issuer    Yes     For     For
                                                                          Corporate Governance
                                                                          and alterations to the
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   4   Articles of Association   Issuer    Yes     For     For
                                                                          Renumeration of
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   7   non-executive directors   Issuer    Yes     For     For
                                                                          Appointment of auditors
                                                                          for the 2004 financial
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   8   year                      Issuer    Yes     For     For
                                                                          Designation, in
                                                                          accordance with
                                                                          Articles 96 and 96A of
                                                                          Book 2 of the
                                                                          Netherlands Civil Code,
                                                                          of the Board of
                                                                          Directors as the
                                                                          Company body authorized
                                                                          in respect of the issue
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   9   of shares in the Company  Issuer    Yes     For     For
                                                                          Authorization, in
                                                                          accordance with Article
                                                                          98 of Book 2 of the
                                                                          Netherlands Civil Code,
                                                                          of the Board of
                                                                          Directors to purchase
                                                                          shares in the company
                                                                          and depositary receipts
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   10  therefor                  Issuer    Yes     For     For
                                                                          Authorization, in
                                                                          accordance with Article
                                                                          119 of Book 2 of the
                                                                          Netherlands Civil Code,
                                                                          of the Board of
                                                                          Directors to determine
                                                                          a registration time for
                                                                          the exercise of the
                                                                          rights to attend the
                                                                          general meeting and to
Unilever N.V.      UN       904784709      5/12/04  3/18/04  Annual   11  vote thereat              Issuer    Yes     For     For

                                                                          Election of three (3)
USG Corporation    USG      903293405      5/12/04  3/16/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of
                                                                          appointment of Deloitte
                                                                          & Touche LLP as
                                                                          independent public
                                                                          accountants for the
                                                                          year ending December
USG Corporation    USG      903293405      5/12/04  3/16/04  Annual   2   31, 2004                  Issuer    Yes     For     For

MGIC Investment                                                           Election of three (3)
Corporation        MTG      552848103      5/13/04  3/15/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratify the appointment
                                                                              of
                                                                          PricewaterhouseCoopers
                                                                          LLP as the independent
MGIC Investment                                                           accountants of the
Corporation        MTG      552848103      5/13/04  3/15/04  Annual   2   corporation               Issuer    Yes     For     For

Providian
Financial                                                                 Election of four (4)
Corporation        PVN      74406A102      5/13/04  3/15/04  Annual   1   directors                 Issuer    Yes     For     For
Providian                                                                 Ratification of
Financial                                                                 appointment of
Corporation        PVN      74406A102      5/13/04  3/15/04  Annual   2   independent auditors      Issuer    Yes     For     For

The First
American                                                                  Election of thirteen
Corporation        FAF      318522307      5/13/04  3/24/04  Annual   1   (13) directors            Issuer    Yes     For     For

Archstone-Smith                                                           Election of four (4)
Realty Trust       ASN      039583109      5/20/04  3/26/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Ratification of
                                                                          appointment of KPMG LLP
Archstone-Smith                                                           as auditors for current
Realty Trust       ASN      039583109      5/20/04  3/26/04  Annual   2   fiscal year               Issuer    Yes     For     For
                                                                          Shareholder proposal
Archstone-Smith                                                           regarding Severance
Realty Trust       ASN      039583109      5/20/04  3/26/04  Annual   3   Agreements                Holder    Yes   Against   For

Boykin Lodging                                                            Election of seven (7)
Company            BOY      103430104      5/20/04  3/24/04  Annual   1   directors                 Issuer    Yes     For     For

                                                                          Election of thirteen
AON Corporation    AON      037389103      5/21/04  3/24/04  Annual    1  (13) directors            Issuer    Yes     For     For
                                                                          Ratification of
                                                                          appointment of Ernst &
                                                                          Young LLP as
AON Corporation    AON      037389103      5/21/04  3/24/04  Annual    2  independent auditors      Issuer    Yes     For     For

Gables                                                                    Election of three (3)
Residential Trust  GBP      362418105      5/21/04  3/19/04  Annual   1   directors                 Holder    Yes     For     For
                                                                          To approve the 2004
                                                                          Equity Incentive Plan
                                                                          authorizing the
                                                                          issuance of up to
Gables                                                                    1,250,000 common shares
Residential Trust  GBP      362418105      5/21/04  3/19/04  Annual   2   of beneficial interest    Holder    Yes   Against  Against

                                                                          Election of ten (10)
TXU Corp.          TXU      873168108      5/21/04  3/22/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Approval of auditors
TXU Corp.          TXU      873168108      5/21/04  3/22/04  Annual   2   Deloitte & Touche LLP     Issuer    Yes     For     For
                                                                          Shareholder proposal
                                                                          related to officers'
TXU Corp.          TXU      873168108      5/21/04  3/22/04  Annual   3   sale of restricted stock  Holder    Yes   Against   For

Pepsi Bottling                                                            Election of ten (10)
Group, Inc.        PBG      713409100      5/26/04  3/29/04  Annual    1  directors                 Issuer    Yes     For     For
                                                                          Approval of the PBG
Pepsi Bottling                                                            2004 Long-Term
Group, Inc.        PBG      713409100      5/26/04  3/29/04  Annual    2  Incentive Plan            Issuer    Yes   Against  Against
Pepsi Bottling                                                            Ratification of
Group, Inc.        PBG      713409100      5/26/04  3/29/04  Annual    3  independent auditors      Issuer    Yes     For     For

Post Properties,                                                          Election of three (3)
Inc.               PPS      737464107      5/27/04  3/26/04  Annual    1  directors                 Issuer    Yes     For     For
                                                                          Approve the amendment
Post Properties,                                                          to the Bylaws to
Inc.               PPS      737464107      5/27/04  3/26/04  Annual    2  declassify the Board      Issuer    Yes     For     For
                                                                          Approve the shareholder
                                                                          proposal regarding
Post Properties,                                                          shareholder approval of
Inc.               PPS      737464107      5/27/04  3/26/04  Annual    3  director compensation     Issuer    Yes   Against   For

Vornado Realty                                                            Election of three (3)
Trust              VNO      929042109      5/27/04  4/16/04  Annual    1  directors                 Issuer    Yes     For     For
                                                                          Ratification of
Vornado Realty                                                            selection of
Trust              VNO      929042109      5/27/04  4/16/04  Annual    2  independent auditors      Issuer    Yes     For     For

Equity                                                                    Election of eleven (11)
Residential        EQR      29476L107      5/28/04  3/29/04  Annual   1   directors                 Issuer    Yes     For     For
                                                                          Approval of amendment
                                                                          to Declaration of Trust
Equity                                                                    to remove potential
Residential        EQR      29476L107      5/28/04  3/29/04  Annual   2   anti-takeover defense     Issuer    Yes     For     For
                                                                          Ratification of Ernst &
                                                                          Young LLP as
                                                                          independent auditors
Equity                                                                    for year ending
Residential        EQR      29476L107      5/28/04  3/29/04  Annual   3   December 31, 2004         Issuer    Yes     For     For

Scudder RREEF
Real Estate Fund                                                          Election of three (3)
II-PFD             SRO      81119R504       6/4/04  4/12/04  Annual   1   directors                 Issuer    Yes     For     For








                                   SIGNATURES

Pursuant  to the  requirements  of the  Investment  Company  Act  of  1940,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Registrant:  Boulder Growth & Income Fund, Inc.

By (Signature and Title)*: /s/ Stephen C. Miller

                         Stephen C. Miller, President
                        (Principal Executive Officer)

*Print the name and title of each signing officer under his or her signature.