Sec Form 4/A Filing - BARR RICHARD I @ BOULDER GROWTH & INCOME FUND - 2015-03-20

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARR RICHARD I 2. Issuer Name and Ticker or Trading Symbol BOULDER GROWTH & INCOME FUND [ BIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2344 SPRUCE STREET, SUITE A 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2015 (Street) BOULDER, CO80302 4. If Amendment, Date Original Filed (MM/DD/YY) 03/25/2015 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/20/2015 A( 1 ) 18,775 A 27,877 D Common Stock 03/20/2015 A( 1 ) 22,505 A 50,382 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARR RICHARD I 2344 SPRUCE STREET SUITE A BOULDER, CO80302 X Signatures /s/ Richard I. Barr 05/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement"). Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares"). ( 2 )The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73, BTF reported net assets of $413,286,769.95 and a NAV per share of $33.50, and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of BTF shares received 3.121182 BIF Shares for each BTF share owned, and holders of FOFI shares received 1.111719 BIF Shares for each FOFI share owned. Fractional shares were paid in cash. ( 3 )In connection with the Reorganization, Mr. Barr received 18,775 BIF Shares (and cash for fractional shares, if any) for his 6,016 shares of BTF. ( 4 )In connection with the Reorganization, Mr. Barr received 22,505 BIF Shares (and cash for fractional shares, if any) for his 20,244 shares of FOFI.

Remarks: This Form 4/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 4 originally filed by the Reporting Person with the Securities and Exchange Commission on March 25, 2015 (the "Original Form 4"). This Amendment revises the Original Form 4 by (i) correcting the transaction codes in Column 3 of Table I to reflect that the acquisition of shares was an exempt transaction under Rule 16b-3(d) and not an open market or private purchase of non-derivative or derivative security, (ii) correcting the amount of securities acquired pursuant to the Reorganization in Column 4 of Table I, which exact amount was unknown at the time of filing the Original Form 4, (iii) correcting the amount of securities beneficially owned following the Reorganization in Column 5 of Table I, and (iv) amending the footnotes to provide more adequate disclosure of the Reorganization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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