EXHIBIT 99.(2)(k)(iii) AMENDMENT TO ADMINISTRATION AGREEMENT

EXHIBIT 99.(2)(k)(iii)
AMENDMENT TO ADMINISTRATION AGREEMENT


                                  AMENDMENT TO

                            ADMINISTRATION AGREEMENT

     THIS AMENDMENT TO ADMINISTRATION AGREEMENT (this "Amendment") is made as of
the 21st day of January, 2005 by and among FUND ADMINISTRATIVE  SERVICES, LLC, a
Colorado limited  liability company (the  "Administrator")  and BOULDER GROWTH &
INCOME FUND, INC. a Maryland corporation (the "Fund").

     WHEREAS,  the Fund and the  Administrator  are parties to an Administration
Agreement dated as of February 1, 2004 (the "Agreement"); and

     WHEREAS,  the parties  desire to amend certain  provisions of the Agreement
with respect to the negligence standard to be applied by the Administrator.

          1. Amendments.

               a.  Paragraph  11 of the  Agreement is amended to strike the word
          "gross" from the last sentence of the paragraph.

               b. Paragraph 20(a) of the Agreement is amended to strike the word
          "gross" from the last sentence of the paragraph.

          2. All  Other  Terms and  Conditions  Unchanged.  All other  terms and
     conditions  of the  Sub-Advisory  Agreement  shall remain in full force and
     effect.

          3. Counterparts.  This Amendment may be executed in counterparts, each
     of which shall be deemed an original for all purposes,  and together  shall
     constitute one and the same Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.


THE ADMINISTRATOR:

FUND ADMINISTRATIVE SERVICES, L.L.C.,
a Colorado limited liability company

By:     /s/ Xxxx X. Xxxxx
        Xxxx X. Xxxxx
        Its: Assistant Manager


THE FUND:

BOULDER GROWTH & INCOME FUND, INC.
a Maryland corporation

By:     /s/ Xxxxxxx X. Xxxxxx
        Xxxxxxx X. Xxxxxx
        Its: President