<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>gdef14a-30138.txt
<DESCRIPTION>DEF 14A
<TEXT>
<PAGE>

                              ELLSWORTH CONVERTIBLE
                          GROWTH AND INCOME FUND, INC.
                                65 MADISON AVENUE
                          MORRISTOWN, NEW JERSEY 07960

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                   TO BE HELD
                            FRIDAY, JANUARY 10, 2003
                            10:00 A.M., EASTERN TIME
                                       AT
                               ATLANTIS GOLF CLUB
                             301 ORANGE TREE DRIVE
                            ATLANTIS, FLORIDA 33462

To Shareholders of Ellsworth Convertible Growth and Income Fund, Inc.:

     We cordially invite you to attend our 2003 Annual Meeting of Shareholders
to:

     1. Elect three directors to three-year terms.

     2. Ratify the board's appointment of PricewaterhouseCoopers LLP as
        independent accountants for fiscal year 2003.

     3. Transact any other business that properly comes before the meeting.

        We are holding the Annual Meeting on Friday, January 10, 2003 at 10:00
a.m., Eastern Time, at the Atlantis Golf Club, 301 Orange Tree Drive, Atlantis,
Florida 33462.

        You may vote on these proposals in person or by proxy. If you cannot
attend the meeting, we urge you to complete and return the enclosed proxy
promptly in the enclosed, self-addressed, stamped envelope so that your shares
will be represented and voted at the meeting according to your instructions. If
you are the record owner of your shares on the books of the Company's transfer
agent, then you may also submit your proxy vote by telephone or via the
Internet, by following the instructions accompanying this Proxy Statement. If
your broker holds your shares in its name, you may submit your proxy vote by any
other means specified in the instructions that accompany this Proxy Statement.
Of course, if you attend the meeting, you may withdraw your proxy and vote your
shares. Only shareholders of record on November 20, 2002 will be entitled to
vote at the meeting or any adjournment of the meeting.

                                               Thomas H. Dinsmore
                                        Chairman of the Board of Directors
November 25, 2002

<PAGE>

                              ELLSWORTH CONVERTIBLE
                          GROWTH AND INCOME FUND, INC.
                                65 MADISON AVENUE
                          MORRISTOWN, NEW JERSEY 07960

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                                   TO BE HELD
                                JANUARY 10, 2003

                 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING


PROXY STATEMENT

     We are sending you this Proxy Statement and the enclosed proxy card because
the Company's Board of Directors is soliciting your proxy to vote at the 2003
Annual Meeting of Shareholders. This Proxy Statement summarizes the information
you need to know to cast an informed vote at the Annual Meeting. However, you do
not need to attend the Annual Meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card or use any of the
available alternative proxy voting methods specified in the instructions that
accompany this Proxy Statement.

     This Proxy Statement, the attached Notice of Annual Meeting and the
enclosed proxy card will first be sent on or about November 25, 2002 to all
shareholders entitled to vote. Shareholders who owned shares of the Company's
common stock on November 20, 2002 are entitled to vote. On this record date,
there were 10,393,877 shares outstanding. We know of no beneficial owner of more
than five percent of those shares. Each share of the Company's common stock that
you own entitles you to one vote. (A fractional share has a fractional vote.)

     We are also sending along with this Proxy Statement the Company's 2002
Annual Report, which includes our financial statements.

TIME AND PLACE OF MEETING

     We are holding the Annual Meeting on Friday, January 10, 2003 at 10:00
a.m., Eastern Time, at the Atlantis Golf Club, 301 Orange Tree Drive, Atlantis,
Florida 33462.

<PAGE>

VOTING BY PROXY

     Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. If you are the record owner of your shares on the books of
the Company's transfer agent, then you may also submit your proxy vote by
telephone or via the Internet, by following the instructions accompanying this
Proxy Statement. If your broker holds your shares in its name, you may submit
your proxy vote by any other means specified in the instructions that accompany
this Proxy Statement. Returning the proxy card will not affect your right to
attend the Annual Meeting and vote.

     If you properly fill in your proxy card and send it to us in time to vote,
your "proxy" (one of the individuals named on your proxy card) will vote your
shares as you have directed. If you sign the proxy card but do not make specific
choices, your proxy will vote your shares as recommended by the Board as
follows:

     o    FOR the election of all three nominees for director.

     o    FOR ratification of the appointment of independent accountants for
2003.

     Your proxy will have authority to vote and act on your behalf at any
adjournment of the meeting.

     If you give a proxy, you may revoke it at any time before it is exercised.
You can do this in one of three ways:

     o    You may send in another proxy with a later date.

     o    You may notify the Company's Secretary in writing before the Annual
Meeting that you have revoked your proxy.

     o    You may vote in person at the Annual Meeting.

VOTING IN PERSON

     If you do attend the Annual Meeting and wish to vote in person, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring a letter from the nominee
indicating that you are the beneficial owner of the shares on November 20, 2002,
the record date for voting, and authorizing you to vote.





                                        2
<PAGE>

QUORUM REQUIREMENT

     A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist if shareholders entitled to vote a majority of all shares outstanding
on the record date are present in person or by proxy.

     Under rules applicable to broker-dealers, if your broker holds your shares
in its name, we expect that the broker will be entitled to vote your shares on
Proposals 1 and 2 even if it has not received instructions from you. A "broker
non-vote" occurs when a broker has not received voting instructions from a
shareholder and is barred from doing so because the proposal is non-routine.
Because both Proposals 1 and 2 are considered routine, the Company does not
expect to receive any broker non-votes.

     Broker non-votes, if any, and abstentions will count as present for
establishing a quorum.

VOTE NECESSARY TO APPROVE A PROPOSAL

     PROPOSAL 1. Directors are elected by a plurality vote of shares present at
the meeting, meaning that the director nominee with the most affirmative votes
for a particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. Abstentions will not count
as votes cast and will have no effect on the outcome of this proposal. We expect
that brokers will be entitled to vote on this proposal, but any broker non-vote
will have no effect on the outcome of this proposal.

     PROPOSAL 2. The affirmative vote of the majority of votes cast is needed to
approve the ratification of the Audit Committee's appointment of the independent
accountants. Abstentions will not count as votes cast and will have no effect on
the outcome of this proposal. We expect that brokers will be entitled to vote on
this proposal, but any broker non-vote will have no effect on the outcome of
this proposal.









                                        3

<PAGE>

                                   PROPOSAL 1

                             ELECTION OF DIRECTORS

STRUCTURE OF THE BOARD OF DIRECTORS

     The Company's Board of Directors is divided into three classes for purposes
of election. One class is elected at each annual meeting of shareholders.
Directors in each class serve for a three-year term.

     The Board of Directors currently consists of nine persons. Seven of the
directors are "independent," meaning they are not "interested persons" of the
Company within the meaning of the Investment Company Act of 1940, as amended
(the Investment Company Act). Two of the Company's directors are "interested
persons" because of their business and financial relationships with the Company
and Davis-Dinsmore Management Company (Davis-Dinsmore), its investment adviser.

     At the 2003 Annual Meeting, the terms of three directors are expiring. The
directors nominated for election at this Annual Meeting would each hold office
for a three-year term expiring in 2006. Other directors are not up for election
this year and will continue in office for the rest of their terms. Each of the
nominees is willing to serve as a director. However, if a nominee becomes
unavailable for election, proxies will vote for another nominee proposed by the
Board or, as an alternative, the Board may keep the position vacant or reduce
the number of directors.

NOMINEES FOR DIRECTORS

     The Board has approved the nomination of the following people to serve as
directors until the annual meeting of shareholders to be held in 2006. Each of
the nominees is currently a director of the Company. The business address of
each nominee and director listed below is Ellsworth Convertible Growth and
Income Fund, Inc., 65 Madison Avenue, Suite 550, Morristown, NJ 07960.

   NOMINEES WHO ARE INDEPENDENT DIRECTORS

     WILLIAM A. BENTON, 69, was a partner in BE Partners, a small options market
maker, from 1991 until the business was sold on November 1, 2000. From 1991 to
November 1999, he was a limited partner of Gavin, Benton, & Co., a New York
Stock Exchange specialist firm. Mr. Benton has been a member of the New York
Stock Exchange for more than 45 years, and has previously been a director of a
discount brokerage firm and a brokerage firm making markets in derivative
instruments. Mr. Benton has been a director of the Company since 1986 and is
also a director of Bancroft Convertible Fund, Inc. (Bancroft) (a closed-end
investment company). Mr. Benton graduated from Bucknell University with a B.S.
in Commerce and Finance.



                                        4

<PAGE>

     GEORGE R. LIEBERMAN, 80, is a retired businessman. Prior to his retirement,
Mr. Lieberman had more than 30 years experience in advertising. He was founder
and President of Lieberman Associates, an advertising agency, and also founder
and President of Interspace Airport Advertising. In addition, Mr. Lieberman was
a director of Merchants National Bank for over twenty years. Mr. Lieberman
served in the U.S. Navy during World War II as a fighter pilot and received
several citations and commendations. Mr. Lieberman has been a director of the
Company since 1990 and is also a director of Bancroft. Mr. Lieberman received a
B.A. from Muhlenberg College.

   NOMINEE WHO IS AN INTERESTED PERSON

     JANE D. O'KEEFFE, 47, has been President of the Company, Bancroft and
Davis-Dinsmore (investment adviser to the Company and to Bancroft) since August
1996. In 1996, before becoming President of the Company and Bancroft, she was
Executive Vice President of the Company and Bancroft. From 1994 to 1996, Ms.
O'Keeffe was Vice President of the Company and Bancroft and Executive Vice
President of Davis-Dinsmore. Ms. O'Keeffe has been in the investment business
since 1980. Ms. O'Keeffe has been a director of the Company since 1995 and is
also a director of Bancroft and Davis-Dinsmore. Ms. O'Keeffe has a B.A. from the
University of New Hampshire and attended the Lubin Graduate School of Business
at Pace University.

     Ms. O'Keeffe is an interested person of the Company and Davis-Dinsmore
because she is an officer of the Company and an officer, director and holder of
more than 5% of the outstanding shares of voting common stock of Davis-Dinsmore.

     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THESE NOMINEES.

INFORMATION ABOUT THE COMPANY'S OTHER DIRECTORS

     Information about the Company's other directors is presented below.

   CONTINUING INDEPENDENT DIRECTORS

     GORDON F. AHALT, 74, was President of G.F.A. Inc., a petroleum industry
consulting company from 1982 until 2000. From 1987 until 1998, Mr. Ahalt was a
consultant with W. H. Reaves & Co., Inc., an asset management company. Mr. Ahalt
has spent his career as an analyst of and a consultant to the petroleum
industry, and has previously served as a director or executive officer of
several energy companies. Mr. Ahalt has been a director of the Company since
1986. He is also a director of Bancroft, Cal Dive International, a diving
service company, and The Houston Exploration Company, an oil and gas exploration
company, as well as several private investment funds. Mr. Ahalt received a B.S.
in Petroleum Engineering from the University of Pittsburgh. Mr. Ahalt's term as
director expires in 2004.




                                        5

<PAGE>

     ELIZABETH C. BOGAN, PH.D., 58, has been a Senior Lecturer in Economics at
Princeton University since 1992. Before joining the faculty at Princeton she was
the Chairman of The Economics and Finance Department at Fairleigh Dickinson
University and a member of the Executive Committee for the College of Business
Administration. Dr. Bogan has chaired numerous administrative and academic
committees. Dr. Bogan has been a director of the Company since 1986 and is also
a director of Bancroft. Dr. Bogan received an A.B. in Economics from Wellesley
College, an M.A. in Quantitative Economics from the University of New Hampshire,
and a Ph.D. in Economics from Columbia University. Her writings on finance have
been published in The Financial Analysts Journal and in other journals. Dr.
Bogan's term as director expires in 2004.

     DONALD M. HALSTED, JR., 75, has been a self-employed businessman since
1983. Mr. Halsted has had more than thirty years experience in management and
marketing for cement companies, including several senior management positions.
Mr. Halsted served in the Army Air Force in World War II. Mr. Halsted has been a
director of the Company since 1986 and is also a director of Bancroft. Mr.
Halsted received an A.B. in Economics from Princeton University. Mr. Halsted's
term as director expires in 2005.

     DUNCAN O. MCKEE, 71, retired in 1988 from the practice of law as a partner
at the law firm of Ballard Spahr Andrews & Ingersoll, LLP. During his career at
Ballard Spahr, Mr. McKee represented publicly owned companies, including
closed-end and open-end investment companies, in mergers, acquisitions and
securities offerings. Mr. McKee was Director Emeritus of the Company and
Bancroft from 1988 to 1996. Mr. McKee has been a director of the Company since
1996 and is also a director of Bancroft. He was also a director of the Company
from 1986 to 1988. Mr. McKee received his undergraduate degree from the College
of Wooster and his law degree from Duke University School of Law. Mr. McKee's
term as director expires in 2005.

     NICOLAS W. PLATT, 49, has been a Senior Partner of Platt & Rickenbach, a
New York based financial relations firm since May 2001. From December 2000 to
April 2001, he was the Executive Vice President of Ogilvy Public Relations
Worldwide, a division of Ogilvy & Mather, WPP Group, UK. From January 1997 to
December 2000, he was the Managing Director of the Corporate Financial Practice
at the public relations firm of Burson-Marsteller, a division of Young &
Rubicam, WPP Group, UK, where he ran the financial/investor relations practice.
From 1995 to 1997, he was Senior Managing Director at Bozell-Sawyer Miller, a
division of True North Communications, a public relations firm; and from 1993 to
1995, he was Executive Vice President of NovAtel Communications Ltd. Before
joining NovAtel, Mr. Platt was Managing Director and Corporate Vice President of
the American Stock Exchange from 1983-1993. He has been a director of the
Company since 1997 and is also a director of Bancroft. Mr. Platt received a B.A.
from Skidmore College and an M.A. in Economics from Columbia University. Mr.
Platt's term as director expires in 2004.





                                        6

<PAGE>

   CONTINUING DIRECTOR WHO IS AN INTERESTED PERSON

     THOMAS H. DINSMORE, 49, has been Chairman and Chief Executive Officer of
the Company, Bancroft and Davis-Dinsmore since August 1996. From 1986 to August
1996, Mr. Dinsmore was President of the Company; from 1985 to 1996, he was
President of Bancroft; and from 1988 to 1996, he was President of
Davis-Dinsmore. Mr. Dinsmore is a Chartered Financial Analyst. Mr. Dinsmore has
been a director of the Company since 1986 and is also a director of Bancroft and
Davis-Dinsmore. Mr. Dinsmore received a B.S. in Economics from the Wharton
School of Business at the University of Pennsylvania, and an M.A. in Economics
from Fairleigh Dickinson University. Mr. Dinsmore's term as director expires in
2005.

     Mr. Dinsmore is an interested person (within the meaning of the Investment
Company Act) of the Company and Davis-Dinsmore because he is an officer of the
Company and an officer, director and holder of more than 5% of the outstanding
shares of voting common stock of Davis-Dinsmore.

   CERTAIN RELATIONSHIPS

     Thomas H. Dinsmore and Jane D. O'Keeffe are brother and sister.

COMMITTEES OF THE BOARD

     The Board has three committees: an Audit Committee, a Nominating and
Administration Committee and a Pricing Committee.

   AUDIT COMMITTEE

     The Audit Committee is comprised entirely of independent directors (Mr.
Benton, Dr. Bogan, Mr. Halsted and Mr. Lieberman, with Dr. Bogan serving as
Chairperson). In addition, all such members are independent as such term is
defined by the American Stock Exchange's listing standards. In accordance with
its charter, attached as Appendix A to this proxy statement, the Committee
oversees the Company's accounting and financial reporting policies and
practices, as well as the quality and objectivity of the Company's financial
statements and the independent audit of the financial statements. Among other
duties, the Committee selects independent accountants for the Company, evaluates
their independence and meets with them to review the scope and results of the
audit.

     AUDIT COMMITTEE REPORT

     The Audit Committee reviewed and discussed the Company's audited financial
statements with its independent accountants, PricewaterhouseCoopers, LLP (PwC).
These discussions included the auditor's judgments about the quality, not just
acceptability, of the Company's accounting principles as applied in its
financial reporting. PwC, the Audit Committee and


                                        7
<PAGE>

management also discussed matters such as the clarity, consistency and
completeness of the accounting policies and disclosures, with a particular focus
on critical accounting policies.

     The Audit Committee has received a letter from PwC required by Independence
Standards Board Standard No. 1 disclosing all relationships between PwC and its
related entities and the Company. The Audit Committee discussed with PwC their
independence as the Company's independent accountants. In addition, the Audit
Committee has considered whether the provision of non-audit services by PwC (of
which there were none during the prior year) is compatible with maintaining
PwC's independence. The Audit Committee also reviewed and discussed the
Company's audited financial statements with management.

     Based on the review and discussions described above, the Audit Committee
has recommended to the Company's Board of Directors that the audited financial
statements be included in the Company's annual report to shareholders for the
fiscal year ended September 30, 2002 for filing with the Securities and Exchange
Commission.

                                          Elizabeth C. Bogan, Ph.D., Chairperson
                                          William A. Benton
                                          Donald M. Halsted
                                          George R. Lieberman

   NOMINATING AND ADMINISTRATION COMMITTEE

     The Nominating and Administration Committee is also comprised entirely of
independent directors (Mr. Ahalt, Mr. Halsted and Mr. Lieberman, with Mr.
Halsted serving as Chairman). In accordance with its charter, the Committee,
among other duties, recommends nominees as independent directors for the Company
and nominees for Board committees, reviews Board governance issues and Board
compensation and monitors the performance of legal counsel. In recommending
nominees, the Committee considers the diversity of experience and backgrounds of
nominees and directors. The Nominating and Administration Committee will
consider a shareholder's suggestion for a nominee for director, but the final
decision for all nominees will be made by the Committee. Any shareholder who is
a stockholder of record at the time of giving notice to the Company and at the
time of the 2004 Annual Meeting and who wishes to propose an individual for
consideration to be nominated for the 2004 Annual Meeting of shareholders may do
so by submitting, in writing, the individual's name, together with information
regarding the business experience of the individual and any other information
that the shareholder considers relevant to the Committee's decision, to the
Secretary of the Company no earlier than September 12, 2003 but no later than
October 12, 2003.

   PRICING COMMITTEE

     The Pricing Committee is comprised of three members, two of whom are
independent directors (Mr. Ahalt and Mr. Platt, with Mr. Ahalt serving as
Chairman) and one of whom is an


                                        8
<PAGE>

interested person (Mr. Dinsmore).  In accordance with its charter, the
Committee assists the Company's investment adviser, Davis-Dinsmore, in its
valuation of the Company's portfolio securities when pricing anomalies arise and
the full Board is not available to assist Davis-Dinsmore in making a fair value
determination.

     It is anticipated that the Committee will meet only as pricing anomalies or
issues arise that cannot be resolved by the entire Board due to time
constraints.

BOARD AND COMMITTEE MEETING ATTENDANCE

     During the 2002 fiscal year, the Board met seven times, the Audit Committee
met two times and the Nominating and Administration Committee met four times.
The Pricing Committee did not meet. All directors attended at least 75% of all
Board and Committee meetings held during the 2002 fiscal year.

DIRECTORS' COMPENSATION

     Mr. Dinsmore and Ms. O'Keeffe are the only officers of the Company or
Davis-Dinsmore who serve on the Board of Directors. Each director who is not an
officer of the Company or Davis-Dinsmore currently receives (1) an annual fee of
$5,000, (2) $1,000 plus expenses for each Board meeting attended, (3) $1,000 for
each shareholders' meeting attended, (4) $1,000 plus expenses for each Committee
meeting attended that is not held in conjunction with a Board meeting, and (5)
$500 for each Committee meeting attended that is held in conjunction with a
Board meeting. The chairperson of each Committee receives an additional $200 per
Committee meeting.

     Davis-Dinsmore is the Company's investment adviser and is also the
investment adviser to Bancroft. Because of this connection, Bancroft and the
Company make up a "fund complex." The following table shows the compensation
that was paid to the directors solely by the Company as well as by the fund
complex as a whole during the 2002 fiscal year.








                                        9

<PAGE>

<TABLE>
<CAPTION>

                                            AGGREGATE COMPENSATION       TOTAL COMPENSATION
                                                 FROM COMPANY             FROM FUND COMPLEX
                                                 ------------             -----------------
<S>                                                <C>                         <C>
Thomas H. Dinsmore.................                $ -0-                       $ -0-
Jane D. O'Keeffe...................                $ -0-                       $ -0-
Gordon F. Ahalt....................                $15,000                     $27,250
William A. Benton..................                $14,000                     $25,750
Elizabeth C. Bogan, Ph.D...........                $14,400                     $26,550
Donald M. Halsted, Jr..............                $16,800                     $30,650
George R. Lieberman................                $16,000                     $29,250
Duncan O. McKee....................                $13,000                     $23,750
Nicolas W. Platt...................                $13,000                     $23,750
</TABLE>

                                   PROPOSAL 2

           RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     Although not required to do so, the Board of Directors seeks your
ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP
(PwC) as the Company's independent accountants for the 2003 fiscal year. The
Board of Directors believes that the shareholders should have the opportunity to
vote on this matter. If the appointment is not ratified, the Audit Committee
will review its appointment of PwC. We do not expect that a representative from
PwC will be present at the Annual Meeting. However, should a PwC representative
choose to attend, he or she will have an opportunity to make a statement and to
respond to appropriate questions.

                                   AUDIT FEES

     For the 2002 fiscal year, PwC billed the Company aggregate fees for
professional services as follows:

Audit Fees......................................................    $27,600
Financial Information Systems Design and Implementation Fees....    $     0
All Other Fees..................................................    $     0

                                                                    -------
Total Fees......................................................    $27,600

PwC did not provide any non-audit services to Davis-Dinsmore during the most
recent fiscal year.

     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.


                                       10
<PAGE>

                             ADDITIONAL INFORMATION

INVESTMENT ADVISER

     Davis-Dinsmore Management Company, 65 Madison Avenue, Morristown, New
Jersey 07960, is the Company's investment adviser.

EXECUTIVE OFFICERS

     The Company's executive officers are elected by the Board of Directors and
receive no compensation from the Company. Information about these officers is
presented below.

     THOMAS H. DINSMORE is Chairman and Chief Executive Officer of the Company.
Mr. Dinsmore is also a director of the Company and information about him is
presented earlier in this proxy statement under "Proposal 1, Election of
Directors - Information about the Company's Other Directors - Continuing
Director Who Is An Interested Person."

     JANE D. O'KEEFFE is President of the Company. Ms. O'Keeffe is also a
director of the Company. Information about Ms. O'Keeffe is presented earlier in
this proxy statement under "Proposal 1, Election of Directors - Nominee Who Is
An Interested Person."

     SIGMUND LEVINE, 78, has been Senior Vice President and Secretary of the
Company since 1996 and 1986, respectively. From 1993 to 1996, he was Executive
Vice President of the Company. Mr. Levine has been Senior Vice President and
Secretary of Bancroft since 1996 and 1982, respectively, and was Executive Vice
President of Bancroft from 1993 to 1996. Mr. Levine has been Senior Vice
President and Secretary of Davis-Dinsmore since 1997 and 1982, respectively, and
was Treasurer of Davis-Dinsmore from 1982 to 1997.

     H. TUCKER LAKE, JR., 55, has been Vice President of the Company and of
Bancroft since 2002. From 1994 until 2002, he was Vice President, Trading of the
Company. He has been a Vice President of Davis-Dinsmore since 1997.

     GARY I. LEVINE, 45, has been Vice President of the Company and of Bancroft
since 2002. In addition, Mr. Levine has been Treasurer of the Company and
Bancroft since 1993. Previously, Mr. Levine was Assistant Secretary of the
Company and Bancroft from 1986 until 2002. He has been Vice President of
Davis-Dinsmore since 2002 and Treasurer since 1997. He was Assistant Secretary
of Davis-Dinsmore from 1994 to 2002, and Assistant Treasurer from 1994 to 1997.

     GERMAINE ORTIZ, 32, has been a Vice President of the Company since 1999.
She has also been a Vice President of Davis-Dinsmore since 1999. She was
Assistant Vice President of the Company, Bancroft and Davis-Dinsmore from 1996
to 1999. From 1993 to 1996, Ms. Ortiz was an Assistant Analyst with
Davis-Dinsmore.



                                       11

<PAGE>

   CERTAIN RELATIONSHIPS

     H. Tucker Lake, Jr. is the cousin of Thomas H. Dinsmore and Jane D.
O'Keeffe. Sigmund Levine is the father of Gary I. Levine.

     SECURITY OWNERSHIP OF MANAGEMENT

     The Company's directors, nominees for director and officers own the shares
of the Company's common stock shown on the following table:

                                                        SHARES OF COMPANY
                                                        OWNED BENEFICIALLY*
                                                        -------------------

Gordon F. Ahalt.............................                  2,000(1)
William A. Benton...........................                  5,680
Elizabeth C. Bogan, Ph.D....................                  9,360
Thomas H. Dinsmore..........................                 26,976(2)
Donald M. Halsted, Jr.......................                  2,298
George R. Lieberman.........................                  3,447
Duncan O. McKee.............................                  3,973
Jane D. O'Keeffe............................                  8,386(3)
Nicolas W. Platt............................                  1,006
Sigmund Levine..............................                  6,464
H. Tucker Lake, Jr..........................                 13,554(4)
Gary I. Levine..............................                    691(5)
Germaine Ortiz..............................                  1,176(6)

*    Represents for each director and officer less than 1% of the outstanding
     shares of the Company. As of November 25, 2002, directors and officers of
     the Company beneficially owned in the aggregate 85,011 shares of the
     Company representing approximately 0.8% of the outstanding shares. Except
     as otherwise indicated, each director and officer possessed sole investment
     and voting power with respect to shares beneficially owned.

(1)  Does not include 1,000 shares owned by his wife as to which shares Mr.
     Ahalt disclaims beneficial ownership.
(2)  Includes 695 shares held in trust as to which Mr. Dinsmore serves as
     trustee; but does not include 2,493 shares owned by his wife, as to which
     shares Mr. Dinsmore disclaims beneficial ownership.
(3)  Includes 1,088 shares held in UGMA accounts; but does not include 544
     shares owned by her husband, as to which shares Ms. O'Keeffe disclaims
     beneficial ownership.
(4)  Includes 11,098 shares as to which Mr. Lake possessed shared investment and
     voting power.
(5)  Includes 691 shares as to which Mr. Levine possessed shared investment and
     voting power; but does not include 1,365 shares owned by his wife, as to
     which shares Mr. Levine disclaims beneficial ownership.
(6)  Includes 442 shares as to which Ms. Ortiz possessed shared investment and
     voting power.





                                       12
<PAGE>

     Set forth below is the dollar range of equity securities beneficially
owned(1) in both the Company and Fund Complex by each director and each nominee
for election as a director of the Company as of November 15, 2002.(2)

<TABLE>
<CAPTION>
                                                                             AGGREGATE DOLLAR RANGE
                                                                             OF EQUITY SECURITIES IN
                                                                              ALL FUNDS OVERSEEN OR
                                                      DOLLAR RANGE OF         TO BE OVERSEEN BY THE
                                                     EQUITY SECURITIES        DIRECTOR OR NOMINEE IN
                                                     IN THE COMPANY(3)          IN FUND COMPLEX(4)
                                                     -----------------          ------------------

<S>                                                   <C>                        <C>
Gordon F. Ahalt............................           $10,001-$50,000            $10,001-$50,000
William A. Benton..........................           $10,001-$50,000            $50,001-$100,000
Elizabeth C. Bogan, Ph.D...................           $50,001-$100,000           $50,001-$100,000
Thomas H. Dinsmore.........................           over $100,000              over $100,000
Donald M. Halsted, Jr......................           $10,001-$50,000            $50,001-$100,000
George R. Lieberman........................           $10,001-$50,000            $50,001-$100,000
Duncan O. McKee............................           $10,001-$50,000            $50,001-$100,000
Jane D. O'Keeffe...........................           $50,001-$100,000           over $100,000
Nicolas W. Platt...........................           $1-$10,000                 $10,001-$50,000
</TABLE>

1    Beneficial ownership has been determined based upon the director's or
     nominee for director's direct or indirect pecuniary interest in the equity
     securities.

2    The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
     or over $100,000.

3    The dollar range of equity securities owned in the Company is based on the
     closing price of $7.33 on November 15, 2002 on the American Stock Exchange.

4    The dollar range of equity securities owned in the Fund Complex is based on
     the closing price of $7.33 for the Company and $17.80 for Bancroft on
     November 15, 2002 on the American Stock Exchange.

PROXY SOLICITATION

     The Company expects to solicit proxies principally by mail. The Company
will pay the cost of soliciting proxies and may reimburse firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
the Company's shares. Officers of the Company may also solicit proxies by
telephone, facsimile, the Internet or personal interview, and will not receive
any additional compensation for such solicitation.






                                       13

<PAGE>

SHAREHOLDER PROPOSALS

     If you want us to consider including a shareholder proposal in the
Company's proxy statement for the 2004 annual meeting of shareholders, we must
receive it from you no later than July 29, 2003. If you want to bring any other
business before the 2004 Annual Meeting of shareholders, you must notify us no
earlier than September 12, 2003 and no later than October 12, 2003.

                                        By order of the Board of Directors,

                                        /s/       THOMAS H. DINSMORE
                                        ---------------------------------------
                                                  Thomas H. Dinsmore
                                            Chairman of the Board of Directors
November 25, 2002


















                                       14

<PAGE>

                                                                      Appendix A
                         BANCROFT CONVERTIBLE FUND, INC.
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                                 (THE "FUNDS")
                              AMENDED AND RESTATED
                            AUDIT COMMITTEES CHARTER
                          (EFFECTIVE OCTOBER 14, 2002)

1.   Each member of the Audit Committees shall meet the audit committee
     composition requirements for serving on audit committees, and any related
     requirements regarding the financial sophistication or financial expertise
     of audit committee members, as set forth from time to time in the AMEX
     listing standards and in any applicable rules promulgated by the Securities
     and Exchange Commission (the "SEC").

2.   Each member of the Audit Committees shall be free of any relationship that,
     in the opinion of the Boards of Directors of the Funds, would interfere
     with his or her individual exercise of independent judgment. Each member of
     the Audit Committees also shall meet the director independence requirements
     for serving on audit committees as set forth from time to time in the AMEX
     listing standards and in any applicable rules promulgated by the SEC and
     shall be "independent" from the Funds, as defined in Section 10A of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (members
     that meet such requirements are referred to herein as the "independent
     directors"). In addition, no member shall be an "interested person" of the
     Funds, as defined in the Investment Company Act of 1940, as amended (the
     "1940 Act").

3.   The purposes of the Audit Committees are:

     (a)  in their capacity as committees of the Boards of Directors, to be
          directly responsible for the appointment, compensation and oversight
          of any independent auditors employed by the Funds (including
          resolution of disagreements between management and the auditor
          regarding financial reporting) for the purpose of preparing or issuing
          an audit report or related work;

     (b)  to oversee the Funds' accounting and financial reporting policies and
          practices, its internal controls and, as appropriate, the internal
          controls of certain service providers;

     (c)  to oversee the quality and objectivity of the Funds' financial
          statements and the independent audit thereof; and

     (d)  to the extent required by Section 10A of the Exchange Act, to
          preapprove all permissible non-audit services that are provided to the
          Funds by their independent auditors.



                                       A-1

<PAGE>

     The function of the Audit Committees is oversight; it is management's
     responsibility to maintain appropriate systems for accounting and internal
     control, and the independent auditors' responsibility to plan and carry out
     a proper audit. The independent auditors are ultimately accountable to the
     Audit Committees.

4.   To carry out their purposes, the Audit Committees shall have the following
     duties and powers:

     (a)  to appoint, compensate, oversee and, where appropriate, terminate the
          Funds' independent auditors and, in connection therewith, to evaluate
          the independence of such auditors, including whether such auditors
          provide any consulting services to the manager, and to receive from
          such auditors a formal written statement delineating all relationships
          between such auditors and the Funds;

     (b)  to meet with the Funds' independent auditors, including private
          meetings, as necessary (i) to review the arrangements for and scope of
          the annual audit and any special audits and any audit plans prepared
          by the independent auditors for the Funds; (ii) to discuss any matters
          of concern relating to the Funds' financial statements, including any
          adjustments to such statements recommended by the independent
          auditors, or other results of said audit(s); (iii) to consider the
          independent auditors' comments with respect to the Funds' financial
          policies, procedures and internal accounting controls and management's
          responses thereto; and (iv) to review the form of opinion the
          independent auditors propose to render to the Boards of Directors and
          shareholders;

     (c)  to receive and review the written disclosures and the letter from the
          independent auditors regarding their independence, to discuss with
          such auditors their independence, and to consider whether the
          provision by such auditors of non-audit services to (i) the Funds,
          (ii) their advisor or (iii) any person that controls, is controlled by
          or is under common control with such advisor that provides services to
          the Funds, is compatible with maintaining such auditors' independence;

     (d)  to review and discuss audited financial statements contained in annual
          and other periodic reports to shareholders with management and the
          independent auditors to determine that such auditors are satisfied
          with the disclosure and content of the annual financial statements and
          the quality of the Funds' accounting principles as applied in their
          financial reporting, and also to discuss with management and the
          independent auditors the clarity, consistency and completeness of
          accounting policies and disclosures;

     (e)  based upon a review of the items discussed in (c) and (d) above, to
          recommend to the Boards of Directors that the Funds' audited financial
          statements be included in the Funds' annual reports to shareholders;


                                       A-2

<PAGE>

     (f)  to consider the effect upon the Funds of any changes in accounting
          principles or practices proposed by management or the independent
          auditors and to review information received from management and such
          auditors regarding regulatory changes and new accounting
          pronouncements that affect net asset value calculations and financial
          statement reporting requirements;

     (g)  to the extent that certifications by officers of the Funds (the
          "signing officers") as to the Funds' financial statements or other
          financial information are required by applicable law to be included
          with or in the Funds' periodic reports filed with the SEC, to receive
          from such officers notifications if such certifications are not
          included for any reason;

     (h)  to meet as necessary with counsel to the Funds, counsel to the
          directors of the Funds who are not "interested persons," as defined in
          the 1940 Act, of the Funds ("disinterested directors") and, if
          applicable, independent counsel or other advisers to the Audit
          Committees and to review information provided by all such persons on
          legal issues having the possibility of impacting the financial
          reporting process, including items of industry-wide importance and
          internal issues such as litigation;

     (i)  to the extent required by Section 10A of the Exchange Act, to
          preapprove all permissible non-audit services that are provided to the
          Funds by their independent auditors; provided, however, that such
          preapproval may be delegated to one or more members of the Audit
          Committees who are both independent directors and disinterested
          directors so long as any such member's decision to preapprove is
          presented to the full Audit Committees at their next scheduled
          meeting;

     (j)  to review and approve the fees charged by the independent auditors for
          audit and permissible non-audit services;

     (k)  to investigate improprieties or suspected improprieties in fund
          operations, including but not limited to receiving and reviewing
          disclosures by the Funds' signing officers to the Audit Committees of
          (i) all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Funds' ability to
          record, process, summarize, and report financial data and (ii) any
          fraud, whether or not material, that involves management or other
          employees who have a significant role in the Funds' internal controls;

     (l)  to establish procedures for (i) the receipt, retention and treatment
          of complaints received by the Funds regarding accounting, internal
          accounting controls or auditing matters and (ii) the confidential,
          anonymous submission by employees of the Funds (or the Funds'
          investment adviser) of concerns regarding questionable accounting or
          auditing matters;


                                       A-3

<PAGE>

     (m)  to receive and review information provided by management and the
          independent auditors regarding the Funds' accounting system and
          controls, including but not limited to receiving from the Funds'
          independent auditors information concerning (i) all critical
          accounting policies and practices to be used, (ii) all alternative
          treatments of financial information within generally accepted
          accounting principles that have been discussed with management
          officials of the Funds, ramifications of the use of such alternative
          disclosures and treatments, and the treatment preferred by such
          independent auditors, and (iii) other material written communications
          between such independent auditors and the management of the Funds such
          as the management letter or schedule of unadjusted differences; and

     (n)  to report their activities to the full Boards of Directors on a
          regular basis and to make such recommendations and/or decisions with
          respect to the above and other matters as the Audit Committees may
          deem necessary or appropriate.

5.   The Audit Committees shall appoint the Funds' independent auditors at an
     in-person meeting. If, at any time, the approval by the Audit Committees of
     the Funds' independent auditors constitutes an approval of such auditors by
     less than a majority of the disinterested directors, such approval shall be
     ratified by a majority of the Funds' disinterested directors at the next
     regularly scheduled in-person meeting of the Boards of Directors.

6.   The Audit Committees shall meet on a regular basis and are empowered to
     hold special meetings as circumstances require. The Audit Committees may
     meet either on their own or in conjunction with meetings of the full Boards
     of Directors. Meetings of the Audit Committees may be held in person or by
     conference telephone. Where appropriate, the Audit Committees may take
     action by unanimous written consent in lieu of a meeting.

7.   The Audit Committees shall regularly meet with the Treasurer of the Funds.

8.   The Audit Committees shall have the resources and authority appropriate to
     carry out their duties, including the authority to engage independent
     counsel and other advisers, experts or consultants as they deem necessary
     to carry out their duties, all at the expense of the appropriate Fund(s).

9.   The Funds shall provide for appropriate funding, as determined by the Audit
     Committees, in their capacity as committees of the Boards of Directors, for
     payment of compensation (i) to the independent auditors employed by the
     Funds for the purpose of rendering or issuing an audit report and (ii) to
     any independent counsel or other advisers employed by the Audit Committees.

10.  The Audit Committees shall review this Charter at least annually and
     recommend any changes to the full Boards of Directors. This Charter may be
     amended only by the full Boards of Directors, with the approval of a
     majority of the disinterested directors.


                                       A-4

<PAGE>

11.  Each Fund shall maintain and preserve in an easily accessible place a copy
     of this Charter and any modification to this Charter.



























                                       A-5

<PAGE>
















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

               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                   ANNUAL MEETING TO BE HELD JANUARY 10, 2003
        THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Thomas H. Dinsmore, Gary I. Levine, and
Jane D. O'Keeffe, and each of them, attorneys and proxies with power of
substitution in each, to vote and act on behalf of the undersigned at the annual
meeting of stockholders of Ellsworth Convertible Growth and Income Fund, Inc.
(the "Company") at the Atlantis Golf Club, 301 Orange Tree Drive, Atlantis,
Florida 33462 on January 10, 2003 at 10:00 a.m., and at all adjournments,
according to the number of shares of Common Stock which the undersigned could
vote if present, upon such subjects as may properly come before the meeting, all
as set forth in the notice of the meeting and the proxy statement furnished
therewith.
UNLESS OTHERWISE MARKED ON THE REVERSE HEREOF, THIS PROXY IS GIVEN WITH
AUTHORITY TO VOTE FOR THE DIRECTORS LISTED, AND FOR THE PROPOSAL TO RATIFY THE
AUDIT COMMITTEE'S SELECTION OF ACCOUNTANTS.

            PLEASE FILL IN, DATE AND SIGN THE PROXY ON THE OTHER SIDE
               AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE

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

<PAGE>

                       ANNUAL MEETING OF STOCKHOLDERS OF


               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                                JANUARY 10, 2003
Co. # ____________                                 Acct. # _____________________

                            PROXY VOTING INSTRUCTIONS

  TO VOTE BY MAIL
  ---------------
  PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON
  AS POSSIBLE.

  TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
  --------------------------------------------
  PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
  CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.

  TO VOTE BY INTERNET
  -------------------
  PLEASE ACCESS THE WEB PAGE AT "WWW.VOTEPROXY.COM" AND FOLLOW THE ON-SCREEN
  INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB
  PAGE.


                                           -------------------
  YOUR CONTROL NUMBER IS
                                           -------------------


                 Please Detach and Mail in the Envelope Provided

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

A / X / Please mark your
        votes as in this
        example.

                            FOR                     WITHHOLD
                     nominees listed at            AUTHORITY
                      right (except as      to vote for all nominees
                      indicated below)           listed at right


1.Election as              /  /                        /  /
  directors of all
  nominees listed
  at right for the
  terms specified in the proxy statement.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
THE SPACE PROVIDED BELOW.)

    NOMINEES:   William A. Benton
                George R. Lieberman
                Jane D. O'Keeffe

                                                      FOR    AGAINST    ABSTAIN
2. Proposal to ratify selection of accountants.       / /      / /        / /

YOUR VOTE IS IMPORTANT TO US. PLEASE FILL IN, DATE AND SIGN YOUR PROXY AND
RETURN IT PROMPTLY IN THE ACCOMPANYING name in ENVELOPE PROVIDED FOR YOUR
CONVENIENCE.


Signature(s)______________________________________________ Date ________________

NOTE: Please sign as name appears hereon. Joint owners each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.

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

</TEXT>
</DOCUMENT>
