<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>ex77b.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>
Attachment 77B

Report of Independent Accountants

To the Board of Directors and Shareholders
of Ellsworth Convertible Growth and Income Fund, Inc.

In planning and performing our audit of the financial statements of
Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund") for the year
ended September 30, 2002 we considered its internal control, including
control activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and
related costs of controls.  Generally, controls that are relevant to an
audit pertain to the entity's objective of preparing financial statements
for external purposes that are fairly presented in conformity with generally
accepted accounting principles.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may
occur and not be detected.  Also, projection of any evaluation of internal
control to future periods is subject to the risk that controls may become
inadequate because of changes in conditions or that the effectiveness of
their design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants.  A material weakness is a condition in which the design or
operation of one or more of the internal control components does not reduce
to a relatively low level the risk that misstatements caused by error or
fraud in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned
functions.  However, we noted no matters involving internal control and its
operation, including controls for safeguarding securities, that we consider
to be material weaknesses as defined above as of September 30, 2002.

This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.

PricewaterhouseCoopers LLP

New York, New York
October 14, 2002








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