<DOCUMENT>
<TYPE>N-30D
<SEQUENCE>1
<FILENAME>ecf9-02.txt
<TEXT>
<PAGE> 1
          Ellsworth Convertible Growth and Income Fund

                       [logo]

               2002 Annual Report
               September 30, 2002

<PAGE> 2
Ellsworth Convertible Growth and Income Fund, Inc. operates as a closed-end,
diversified management investment company and invests primarily in convertible
securities, with the objectives of providing income and the potential for
capital appreciation -- which objectives the Company considers to be relatively
equal, over the long-term, due to the nature of the securities in which it
invests.

                   Highlights
<TABLE>
<CAPTION>
Performance through September 30, 2002 with dividends reinvested

                                              9 Months 1 Year   5 Year  10 Year
                                              -------- -------  ------  -------
<S>                                           <C>      <C>      <C>     <C>
Ellsworth market value (a) ................... (9.95)%  (4.54)%  41.85% 197.29%
Ellsworth net asset value (b) ................ (9.51)   (5.20)   14.62  143.19
Closed-end convertible fund average (b) ......(14.92)   (8.66)    1.32  106.51
S&P 500 (a) ..................................(28.16)  (20.49)   (7.86) 136.49
Russell 2000 (a) .............................(25.10)   (9.28)  (14.45)  87.78(c)
Lehman Aggregate Bond Total Return Index (b) .  8.55     8.60    45.81  103.71

</TABLE>

Performance data represent past results and do not reflect future performance.

(a) From Bloomberg L.P. pricing service.
(b) From Lipper, Inc. Closed-End Fund Performance Analysis,
    dated September 30, 2002.
(c) Simple appreciation of index.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Quarterly History of NAV and Market Price

              Net Asset Values    Market Prices (AMEX, symbol ECF)
Qtr. Ended  High    Low    Close      High    Low    Close
---------- ------  ------  ------    ------  ------  ------
<S>        <C>     <C>     <C>       <C>     <C>     <C>
Dec. 01     $8.95  $8.63   $8.89     $8.90   $7.85   $8.65
Mar. 02      8.94   8.49    8.75      8.95    8.05    8.14
Jun. 02      8.84   8.42    8.52      8.39    7.95    8.25
Sep. 02      8.38   7.62    7.81      8.24    7.00    7.55
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dividend Distributions (12 Months)

Record    Payment             Capital   * Corporate
 Date      Date      Income    Gains    Deduction
--------  --------   ------   -------   -----------
<S>       <C>        <C>      <C>       <C>
10/29/01  11/29/01   $0.19      ---     12%
 2/13/02   2/27/02    0.09      ---     13
 5/16/02   5/30/02    0.08      ---     13
 8/16/02   8/30/02    0.08      ---     13
                     -----
                     $0.44
                     =====
</TABLE>

* Percentage of each ordinary income distribution qualifying for the corporate
  dividend received tax deduction.

<PAGE> 3
TO OUR SHAREHOLDERS
  The equity markets in fiscal year 2002 were among the most
volatile in our experience.  While there are still many
uncertainties for the future, we are beginning to feel optimistic
that the Bear market may be ending.  The war on terror and
possibly Iraq notwithstanding, the economy appears to be doing
better.  Productivity continues to improve, monetary policy is
more accommodative, the election results may lead to lower taxes,
accounting standards will be  improved and the growth in non-
performing loans appears to be topping out.  The equity markets
are likely to continue to be very volatile, but we believe that
at this time next year they will be higher.
  The Fund's industry exposure reflects our view of the
economy.  Defense companies are going to see a long-term increase
in defense government spending. Drug companies are less likely to
see price controls and insurance companies can charge higher
rates in this riskier world.  Consumers do not appear reluctant
to spend as the equity in their homes has held up well and they
have been able to refinance at lower interest rates.  Further,
retailers continue to improve their efficiency through the use of
technology and have kept inventories under control.
  A basic premise that this fund operates under is that
convertible securities can offer equity-like performance with
less volatility over complete market cycles.  As indicated on the
chart on the facing Highlights page, the Fund outperformed the
Closed-end Convertible Fund average, the S&P 500 stock index and
the Russell 2000 index for the nine months, one year, five years
and ten years ended September 30, 2002.  We believe that past
outperformance of these important indices and our peer category,
while no guarantee of future returns, is an historical validation
of this premise.
  The Fund's website www.ellsworthfund.com contains press
releases, dividend information and daily net asset values.  The
Closed-End Fund Association (www.cefa.com), of which the Fund is
a member, is another source of information on many closed-end
funds.* Based upon data through October 31, 2001, Morningstar**
has continued to rate Ellsworth's performance at four stars
(above average) overall measured on their "Quicktake Report" on
their website. Shareholders who wish a copy of the most recent
report on the Fund issued by Standard and Poor's should contact
us.
  At its October meeting the Board of Directors declared a
dividend of 8.6 cents per share.  The entire dividend consists of
undistributed net investment income. This dividend will be
payable on November 27, 2002 to shareholders of record on October
25, 2002.
  The 2003 annual meeting of shareholders will be held in
Atlantis, Florida on January 10, 2003. Time and location will be
included in the Proxy Statement. All shareholders are welcome to
attend and we hope to see you there.

/s/Thomas H. Dinsmore
Chairman of the Board

November 13, 2002

* The Closed-End Fund Association is solely responsible for the
content of its website.
** Morningstar is a mutual fund analysis and statistical
reporting service that reports on and rates most mutual funds. It
is solely responsible for the content of its website.


<PAGE> 4

<TABLE>
<CAPTION>
Largest Investment Holdings by underlying common stock

                                                                 Value      % Total
                                                                (Note 1)   Net Assets
                                                               ----------  ----------
<S>                                                            <C>           <C>
Northrop Grumman Corp........................................$ 1,939,200     2.4%
 Provides products, services and solutions in defense and
 commercial electronics, system integration, information
 technology, and non-nuclear shipbuilding systems.

Washington Mutual, Inc.......................................  1,930,000     2.4
 A financial services company that provides a diversified
 line of products and services to consumers and small to
 mid-sized businesses.

Capital One Financial Corp...................................  1,765,000     2.2
 Through its subsidiaries, provides credit card products,
 certain consumer lending, and deposit services.
 (value includes that portion of the Fund's investment in
 Lehman Brothers Holdings BASES, which is attributable to
 the issuer ($180,000))

Reinsurance Group of America................................   1,760,000     2.2
 Through its subsidiaries, provides life insurance and
 reinsurance of asset-intensive products and financial
 reinsurance in the United States, Canada and various
 international markets.

School Specialty, Inc........................................  1,675,456     2.1
 Distributes non-textbook educational supplies and furniture
 for grades pre-kindergarten through 12.

Anixter International, Inc...................................  1,628,063     2.0
 Distributes wiring systems for voice, data, and video
 networks and electrical power applications in North America,
 Europe, Asia, and Latin America.

Telecom Italia S.p.A.........................................  1,518,135     1.9
 Offers local and long distance telephone, satellite
 communications, Internet access, and teleconferencing
 services.
 (exchangeable from Tecnost International, N.V. 1% due 2005)

Costco Wholesale Corp........................................  1,516,000     1.9
 Operates wholesale membership warehouses in the United
 States, Canada, and various international markets.

ChevronTexaco Corp...........................................  1,499,990     1.8
 Operates worldwide in oil and gas exploration, production,
 refining, and marketing, and chemical manufacturing.
 (convertible from Devon Energy Corp. 4.90% and 4.95%, due
 2008)

GenCorp, Inc.................................................  1,495,000     1.8
 Produces value-added systems for the space electronics,
 aerospace, and defense industries, and integrated vehicle
 sealing systems for the automotive industry.
                                                             -----------  ----------
Total........................................................$16,726,844     20.7%

</TABLE>
<PAGE> 5

<TABLE>
<CAPTION>
Major Industry Exposure
                              % Total
                             Net Assets
                             ----------
<S>                          <C>
Financial & Insurance......  10.6
Retail.....................  10.0
Aerospace & Defense........   9.4
Health Care................   8.5
Banking....................   6.6
Technology.................   6.2
Pharmaceuticals............   5.9
Energy.....................   5.2
Advertising................   4.5
Data-Processing Services...   4.1
                             ----------
Total......................  71.0%

</TABLE>

<TABLE>
<CAPTION>

Major Portfolio Changes by underlying common stock
Six Months Ended September 30, 2002

<S>                                     <C>
ADDITIONS                               REDUCTIONS
American Electric Power Co., Inc.       Apache Corp.
Capital One Financial Corp.             Baxter International, Inc.
Charming Shoppes, Inc.                  Computer Associates International, Inc.
Documentum, Inc.                        El Paso Corp.
Duane Reade, Inc.                       The Gap, Inc.
GenCorp, Inc.                           J.C. Penney Company, Inc.
IKON Office Solutions, Inc.             L-3 Communications Holdings, Inc.
(exchangeable from IOS Capital, LLC)    Masco Corp.
LifePoint Hospitals, Inc.               Pride International, Inc.
Omnicom Group, Inc.                     Sovereign Bancorp, Inc.
Provident Financial Group, Inc.         TECO Energy, Inc.
Temple-Inland, Inc.                     (exchangeable from TECO Capital Trust II)

</TABLE>

<PAGE> 6
<TABLE>
<CAPTION>
Portfolio of Investments September 30, 2002
 Principal
  Amount                                                                                Identified    Value
 or Shares                                                                                 Cost      (Note 1)
----------                                                                              ----------  ----------
<S>             <C>                                                                     <C>         <C>
                ADVERTISING - 4.5%
$1,550,000      The Interpublic Group Cos., Inc. 1.80% 2004 cv. sub. notes (NR)........ $1,426,279  $1,290,375
 1,000,000      Omnicom Group, Inc. 0% 2031 LYONS * (A3)...............................    982,032     967,500
 1,500,000      Young & Rubicam, Inc. 3% 2005 cv. sub. notes (Baa1)....................  1,535,000   1,387,500
                                                                                        ----------  ----------
                                                                                         3,943,311   3,645,375
                                                                                        ----------  ----------
                AEROSPACE & DEFENSE - 9.4%
 1,625,000      GenCorp Inc. 5.75% 2007 cv. sub. notes 144A (B1).......................  1,699,374   1,495,000
 1,500,000      The Goldman Sachs Group, Inc. 1.00% 2009 exch. equity-linked notes *
                 (Aa3)(exch. for General Dynamics Corp. common stock)..................  1,549,148   1,460,370
   750,000      L-3 Communications Holdings, Inc. 5.25% 2009
                 cv. sr. sub. notes 144A (Ba3).........................................    750,000   1,095,000
   250,000      L-3 Communications Holdings, Inc. 4% 2011 sr. sub. cv. CODES * (Ba3)...    281,584     303,125
    15,000 shs  Northrop Grumman Corp. 7.25% equity units *,** (NR)....................  1,580,125   1,939,200
    20,000 shs  RC Trust I 8.25% equity security units *,** (Ba2)
                 (exch. for Raytheon Co. class B common stock).........................  1,000,500   1,030,000
   700,000      SPACEHAB, Inc. 8% 2007 cv. sub. notes 144A (NR)........................    701,438     336,000
                                                                                        ----------  ----------
                                                                                         7,562,169   7,658,695
                                                                                        ----------  ----------
                AUTOMOTIVE - 3.3%
    20,000 shs  Ford Motor Co. Capital Trust II 6.50% cv. pfd. (Baa2)
                 (exch. for Ford Motor Co. common stock)...............................  1,023,750     805,800
    35,500 shs  General Motors Corp. Series B cv. sr. deb. (A3)........................    956,270     794,490
 2,500,000      Lear Corp. 0% 2022 cv. sr. notes 144A (Ba1)............................  1,004,742   1,093,750
                                                                                        ----------  ----------
                                                                                         2,984,762   2,694,040
                                                                                        ----------  ----------
                BANKING - 6.6%
    20,000 shs  Commerce Capital Trust II 5.95% cv. trust pfd. 144A (Baa1)
                 (exch. for Commerce Bancorp common stock).............................  1,000,000   1,050,000
    40,000 shs  National Australia Bank Ltd. 7.875% exch. capital units (A2)...........  1,038,700   1,308,000
    40,000 shs  Provident Financial Group, Inc. 9% PRIDES ** (Baa1)....................  1,000,000   1,026,000
    35,000 shs  Washington Mutual Capital Trust PIERS units 144A (Baa1)
                 (exch. for Washington Mutual Inc. common stock).......................  1,773,125   1,688,750
     5,000 shs  Washington Mutual Capital Trust PIERS units (Baa1)
                 (exch. for Washington Mutual Inc. common stock).......................    268,750     241,250
                                                                                        ----------  ----------
                                                                                         5,080,575   5,314,000
                                                                                        ----------  ----------
                CABLE - 1.3%
 1,000,000      Charter Communications, Inc. 5.75% 2005 cv. sr. notes (B3).............    985,250     480,800
    42,500 shs  Equity Securities Trust II 6.25% ** (NR)
                 (exch. for Cablevision Systems Corp. common stock)....................  1,007,850     548,250
                                                                                        ----------  ----------
                                                                                         1,993,100   1,029,050
                                                                                        ----------  ----------
                CAPITAL GOODS - 1.6%
 1,500,000      CS First Boston, Inc. 2% 2010 sr. medium-term exch. notes * (Aa3)
                 (exch. for General Electric Corp. common stock).......................  1,673,247   1,314,375
                                                                                        ----------  ----------

                DATA-PROCESSING SERVICES - 4.1%
 1,000,000      The BISYS Group, Inc. 4% 2006 cv. sub. notes 144A (NR).................    994,375     918,125
   250,000      The BISYS Group, Inc. 4% 2006 cv. sub. notes (NR)......................    241,250     229,531
 1,000,000      Documentum, Inc. 4.50% 2007 cv. sr. notes 144A (NR)....................  1,001,875     766,250
 1,500,000      National Data Corp. 5% 2003 cv. sub. notes (Ba3).......................  1,477,844   1,441,080
                                                                                        ----------  ----------
                                                                                         3,715,344   3,354,986
                                                                                        ----------  ----------
</TABLE>

<PAGE> 7
<TABLE>
<CAPTION>
Portfolio of Investments September 30, 2002 (continued)

  Principal
   Amount                                                                               Identified    Value
  or Shares                                                                                Cost      (Note 1)
 ----------                                                                             ----------  ----------
<S>             <C>                                                                     <C>         <C>
                ENERGY - 5.2%
$  500,000      Devon Energy Corp. 4.90% 2008 cv. sub. deb. * (Baa2)
                 (conv. into ChevronTexaco Corp. common stock)......................... $  532,304  $  499,580
 1,000,000      Devon Energy Corp. 4.95% 2008 cv. sub. deb. * (Baa2)
                 (conv. into ChevronTexaco Corp. common stock).........................  1,088,867   1,000,410
 1,300,000      Kerr-McGee Corp. 5.25% 2010 cv. sub. deb. (Baa2).......................  1,363,688   1,397,461
    30,000      Kerr-McGee Corp. 5.50% 2004 DECS ** (Baa2)
                 (exch. for Devon Energy Corp. common stock)...........................    995,625   1,316,250
                                                                                        ----------  ----------
                                                                                         3,980,484   4,213,701
                                                                                        ----------  ----------
                ENTERTAINMENT - 1.7%
 3,000,000      News America, Inc. 0% 2021 LYONs 144A (Baa3)
                 (exch. for ADSs representing The News Corp. Ltd. common stock)........  1,588,086   1,413,510
                                                                                        ----------  ----------

                FINANCIAL & INSURANCE - 10.6%
    50,000 shs  Capital One Financial Corp. 6.25% Upper DECS *,** (Baa3)...............  2,326,760   1,585,000
 1,500,000      Exchangeable Certificate Corp. 0.625% 2005 exch. certificates 144A
                 (Aaa)(exch. for American Express Company common stock)................  1,442,672   1,428,750
    17,500 shs  Prudential Financial Capital Trust I 6.25% equity security units
                 *,** (A3)(exch. for Prudential Financial, Inc. common stock)..........    875,000     876,094
    40,000 shs  Reinsurance Group of America, Inc. 5.75% PIERS (Baa2)..................  2,000,000   1,760,000
   125,000      Selective Insurance Group, Inc. 2032 sr. cv. notes 144A * (Baa2).......     47,515      48,125
 1,000,000      Swiss Re America Holding Corp. 3.25% 2021 euro. sub. cv. bonds 144A
                 (Aa1)(conv. into Swiss Reinsurance Company common stock)..............  1,007,875     821,250
    40,000 shs  Travelers Property Casualty Corp. 4.50% 2032 cv. jr. sub. notes (A2)...  1,000,000     816,250
 1,500,000      XL Capital, Ltd. 0% 2021 cv. deb. 144A * (A1)..........................    987,650     926,250
   500,000      XL Capital, Ltd. 0% 2021 cv. deb. * (A1)...............................    334,896     308,750
                                                                                        ----------  ----------
                                                                                        10,022,368   8,570,469
                                                                                        ----------  ----------
                HEALTH CARE - 8.5%
   750,000      AmerisourceBergen Corp. 5% 2007 cv. sub. notes 144A (Ba3)..............    778,048   1,164,375
 1,000,000      Community Health Systems, Inc. 4.25% 2008 cv. sub. notes (B3)..........    988,600   1,061,000
 1,000,000      Invitrogen, Inc. 5.50% 2007 cv. sub. notes (NR)........................  1,005,000     905,625
   500,000      LifePoint Hospitals, Inc. 4.50% 2009 cv. sub. notes 144A (B3)..........    500,000     487,500
   500,000      LifePoint Hospitals, Inc. 4.50% 2009 cv. sub. notes (B3)...............    490,000     487,500
 1,000,000      Medtronic, Inc. 1.25% 2021 cv. deb. * (A1).............................  1,086,693   1,028,200
 1,000,000      Province Healthcare Company 4.25% 2008 cv. sub. notes (B3).............    968,125     910,000
   600,000      Sunrise Assisted Living, Inc. 5.25% 2009 cv. sub. notes 144A (B1)......    585,938     511,125
   400,000      Sunrise Assisted Living, Inc. 5.25% 2009 cv. sub. notes (B1)...........    400,000     340,750
                                                                                        ----------  ----------
                                                                                         6,802,404   6,896,075
                                                                                        ----------  ----------
                MULTI-INDUSTRY - 2.2%
 2,000,000      Lehman Brothers Holdings, Inc. 0.25% 2006 BASES notes * (A3)
                 (based on the value of the performance of the
                  10 Uncommon Values Index +)..........................................  2,142,908   1,800,000
                                                                                        ----------  ----------

                OFFICE EQUIPMENT - 1.3%
 1,250,000      IOS Capital, LLC 5% 2007 cv. sub. notes 144A (Baa3)
                 (exch. for IKON Office Solutions, Inc. common stock)..................  1,250,000   1,057,813
                                                                                        ----------  ----------

                PAPER & PAPER PRODUCTS - 1.0%
    20,000 shs  Temple-Inland Inc. 7.50% Upper DECS *,** (Baa3)........................  1,015,215     826,000
                                                                                        ----------  ----------
</TABLE>

<PAGE> 8
<TABLE>
<CAPTION>
Portfolio of Investments September 30, 2002 (continued)

  Principal
   Amount                                                                               Identified    Value
  or Shares                                                                                Cost      (Note 1)
 ----------                                                                             ----------  ----------
<S>             <C>                                                                     <C>         <C>
                PHARMACEUTICALS - 5.9%
$1,300,000      Alza Corp. 0% 2020 cv. sub. deb. (Aa1)
                 (exch. for Johnson & Johnson common stock)............................ $1,013,447  $1,033,500
 1,000,000      Cephalon, Inc. 2.50% 2006 cv. sub. notes 144A (NR).....................    989,375     836,250
   250,000      Cephalon, Inc. 2.50% 2006 cv. sub. notes (NR)..........................    205,000     209,063
 1,250,000      Ivax Corp. 5.50% 2007 cv. sr. sub. notes (NR)..........................  1,268,750   1,059,375
 1,315,000      Roche Holdings, Inc. 0% 2015 LYONs 144A (NR)
                 (exch. for Genentech, Inc. common stock)..............................    997,343     938,581
 1,000,000      Sepracor, Inc. 7% 2005 cv. sub. deb. 144A (CCC+).......................  1,000,000     670,000
                                                                                        ----------  ----------
                                                                                         5,473,915   4,746,769
                                                                                        ----------  ----------
                REAL ESTATE - 1.2%
 1,000,000      Federal Realty Investment Trust 5.25% 2003 cv. sub. deb. (Baa3)........  1,000,000     985,000
                                                                                        ----------  ----------

                RETAIL - 10.0%
   565,000      Barnes & Noble, Inc. 5.25% 2009 cv. sub. notes (Ba3)...................    572,450     557,231
   500,000      Brinker International, Inc. 0% 2021 cv. sr. deb. 144A (Baa2)...........    319,252     316,125
   500,000      Brinker International, Inc. 0% 2021 cv. sr. deb. (Baa2)................    317,012     316,125
 1,250,000      Charming Shoppes, Inc. 4.75% 2012 sr. cv. nts. 144A (B2)...............  1,285,431   1,250,000
   500,000      Costco Wholesale Corp. 0% 2017 cv. sub. notes 144A (A3)................    310,447     379,000
 1,500,000      Costco Wholesale Corp. 0% 2017 cv. sub. notes (A3).....................  1,285,221   1,137,000
   500,000      The Gap, Inc. 5.75% 2009 cv. bonds (Ba3)...............................    521,875     494,375
 1,725,000      Duane Reade Inc. 2.148% 2022 cv. sr. nts. 144A (Ba3)...................  1,018,316     754,688
   275,000      Duane Reade Inc. 2.148% 2022 cv. sr. nts. (Ba3)........................    122,557     120,313
   500,000      J.C. Penney Co., Inc. 5% 2008 cv. sub. notes (B1)......................    433,438     433,750
 1,350,000      School Specialty, Inc. 6% 2008 cv. sub. notes 144A (B+)................  1,360,000   1,413,666
   250,000      School Specialty, Inc. 6% 2008 cv. sub. notes (B+).....................    258,100     261,790
   500,000      Skechers U.S.A., Inc. 4.50% 2007 cv. bonds 144A (NR)...................    498,625     362,500
    10,000 shs  Toys "R" Us, Inc. 6.25% equity securities units *,** (Baa3)............    489,613     346,500
                                                                                        ----------  ----------
                                                                                         8,792,337   8,143,063
                                                                                        ----------  ----------
                TECHNOLOGY - 6.2%
   750,000      Affiliated Computer Services, Inc. 3.50% 2006 cv. sub. notes 144A (Baa2)   751,554     917,808
   250,000      Affiliated Computer Services, Inc. 3.50% 2006 cv. sub. notes (Baa2)....    292,188     305,938
 1,250,000      Analog Devices, Inc. 4.75% 2005 cv. sub. notes 144A (Baa1).............  1,224,375   1,224,219
 1,000,000      Brooks Automation, Inc. 4.75% 2008 cv. sub. notes 144A (NR)............    991,250     726,250
   250,000      Brooks Automation, Inc. 4.75% 2008 cv. sub. notes (NR).................    229,063     181,563
 1,500,000      CS First Boston, Inc. 1% 2006 medium-term exch. notes * (Aa3)
                 (exch. for Microsoft Corp. common stock)..............................  1,719,817   1,437,188
   500,000      Kulicke & Soffa Industries, Inc. 4.75% 2006 cv. sub. notes (B3)........    481,875     200,000
                                                                                        ----------  ----------
                                                                                         5,690,122   4,992,966
                                                                                        ----------  ----------
                TELECOMMUNICATIONS - 3.9%
 4,000,000      Anixter International, Inc. 0% 2020 LYONs 144A (Ba3)...................  1,200,137   1,142,500
 1,700,000      Anixter International, Inc. 0% 2020 LYONs (Ba3)........................    531,662     485,563
 1,500,000      Tecnost International, N.V. 1% 2005 ADBs 144A (Baa2)
                 (exch. for ADRs representing Telecom Italia S.p.A. common stock)......  1,390,638   1,518,135
                                                                                        ----------  ----------
                                                                                         3,122,437   3,146,198
                                                                                        ----------  ----------
</TABLE>

<PAGE> 9
<TABLE>
<CAPTION>
Portfolio of Investments September 30, 2002 (continued)

  Principal
   Amount                                                                               Identified    Value
  or Shares                                                                                Cost      (Note 1)
 ----------                                                                             ----------  ----------
<S>             <C>                                                                     <C>         <C>
                TRANSPORTATION - 3.2%
$1,000,000      Continental Airlines, Inc. 4.50% 2007 cv. notes (B2)................... $1,000,000  $  354,750
   750,000      GATX Corp. 7.50% 2007 cv. sr. notes 144A (Baa3)........................    796,875     736,455
   500,000      GATX Corp. 7.50% 2007 cv. sr. notes (Baa3).............................    526,650     490,970
 1,000,000      United Parcel Service, Inc. 1.75% 2007 cash-settled cv. sr. notes (Aaa)    980,000   1,051,250
                                                                                        ----------  ----------
                                                                                         3,303,525   2,633,425
                                                                                        ----------  ----------
                UTILITIES - 2.3%
    25,000 shs  American Electric Power Co., Inc. 9.25% equity units *,** (Baa1).......  1,250,000     973,750
    35,000 shs  DTE Energy Co. 8.75% equity security units *,** (Baa2).................    875,000     901,950
                                                                                        ----------  ----------
                                                                                         2,125,000   1,875,700
                                                                                        ----------  ----------
                SHORT-TERM SECURITIES - 4.2%
 3,400,000      American Express Credit Corp. (P1)
                (1.77% maturing 10/3/02)...............................................  3,399,499   3,399,499
    11,000      U.S. Treasury Notes 4.00% 4/30/03 # (Aaa)..............................     11,162      11,165
                                                                                        ----------  ----------
                                                                                         3,410,661   3,410,664
                                                                                        ----------  ----------

                Total Convertible Bonds and Notes - 69.6%.............................. 61,785,026  56,477,676
                Total Convertible Preferred Stocks - 10.4%.............................  9,060,595   8,464,540
                Total Mandatory Convertible Securities - 14.0%......................... 12,415,688  11,368,994
                Total Corporate Short-Term Securities - 4.2%...........................  3,410,661   3,410,664
                                                                                        ----------  ----------
                Total Investments - 98.2%..............................................$86,671,970  79,721,874
                                                                                        ==========  ----------

                Other assets and liabilities, net - 1.8%...............................              1,403,447
                                                                                                    ----------
                Total Net Assets - 100.0%..............................................            $81,125,321
                                                                                                    ==========

</TABLE>
*   Contingent payment debt instrument. See Note 1(b).
**  Mandatory convertible. See Note 1(e).
+   Ticker symbols: AIG, APOL, BBBY, COF, HRC, KLAC, MCK, PFE, WEN & WY.
#   Collateral for a letter of credit.


ADBs        American Depositary Bonds.
ADRs        American Depositary Receipts.
ADSs        American Depositary Shares.
BASES       Basket Adjusting Structured Equity Securities.
CODES       Contingent Debt Securities.
DECS        Debt Exchangeable for Common Stock.
LYONs       Liquid Yield Option Notes.
PIERS       Preferred Income Equity Redeemable Securities.
PRIDES      Preferred Redeemable Increased Dividend Equity Securities.

Ratings in parentheses by Moody's Investors Service, Inc. or Standard & Poor's,
a division of McGraw-Hill Companies, Inc., have been obtained from sources
believed reliable but have not been examined by PricewaterhouseCoopers LLP.
NR is used whenever a rating is unavailable.

The cost of investments for federal income tax purposes is $86,671,970
resulting in gross unrealized appreciation and depreciation of $2,560,294 and
$9,510,390, respectively, or net unrealized depreciation of $6,950,096 on a
tax cost basis.

             See accompanying notes to financial statements




<PAGE> 10
<TABLE>
<CAPTION>
Statement of Assets and Liabilities
                                                                September 30, 2002
                                                                ------------------
<S>                                                             <C>

Assets:
 Investments at value
     (Cost $86,671,970)(Note 1)...............................  $79,721,874
 Cash.........................................................       68,178
 Receivable for securities sold...............................      726,354
 Dividends and interest receivable............................      617,690
 Other assets.................................................       25,489
                                                                -----------
 Total assets.................................................   81,159,585
                                                                -----------
Liabilities:
 Accrued management fee(Note 2)...............................        5,432
 Accrued expenses.............................................       28,832
                                                                -----------
 Total liabilities............................................       34,264
                                                                -----------
Net Assets....................................................  $81,125,321
                                                                ===========
Net assets consist of:
 Undistributed net investment income..........................  $   769,304
 Accumulated net realized loss from investment transactions...   (7,716,594)
 Unrealized depreciation on investments.......................   (6,950,096)
 Capital shares (Note 3)......................................      103,939
 Additional paid-in capital...................................   94,918,768
                                                                -----------
Net Assets....................................................  $81,125,321
                                                                ===========
Net asset value per share ($81,125,321/10,393,877
    outstanding shares).......................................  $      7.81
                                                                ===========


</TABLE>

<TABLE>
<CAPTION>
Statement of Operations
For the Year Ended September 30, 2002
<S>                                                             <C>
Investment Income (Note 1):
        Interest............................................... $  3,314,660
        Dividends..............................................    1,227,187
                                                                ------------
        Total Income...........................................    4,541,847
                                                                ------------
Expenses (Note 2):
        Management fee.........................................      666,336
        Custodian..............................................       23,687
        Transfer agent.........................................       33,263
        Professional fees......................................       74,415
        Directors' fees........................................      102,200
        Reports to shareholders................................       40,857
        Treasurer's office.....................................       25,000
        Other..................................................       88,183
                                                                ------------
        Total Expenses.........................................    1,053,941
                                                                ------------
Net Investment Income..........................................    3,487,906
                                                                ------------
Realized and Unrealized Loss on Investments:
        Net realized loss from investment transactions.........   (6,659,001)
        Net unrealized depreciation of investments.............   (1,273,567)
                                                                ------------
        Net loss on investments................................   (7,932,568)
                                                                ------------
        Net Decrease in Net Assets Resulting from Operations... $ (4,444,662)
                                                                ============

</TABLE>
            See accompanying notes to financial statements

<PAGE> 11
<TABLE>
<CAPTION>
Statement of Changes in Net Assets
For the Years Ended September 30, 2002 and 2001
                                                                           2002          2001
                                                                     ------------   ------------
<S>                                                                  <C>            <C>

Change in net assets from operations:
  Net investment income............................................. $  3,487,906   $  4,815,789
  Net realized loss from investment transactions....................   (6,659,001)    (1,057,592)
  Net unrealized depreciation of investments........................   (1,273,567)   (16,092,171)
                                                                     ------------   ------------
     Net decrease in net assets resulting from operations...........   (4,444,662)   (12,333,974)
                                                                     ------------   ------------
Dividends to shareholders from:
  Net investment income.............................................   (4,547,101)    (4,174,588)
  Net realized gain on investments..................................          ---    (12,142,103)
                                                                     ------------   ------------
     Total dividends................................................   (4,547,101)   (16,316,691)
                                                                     ------------   ------------

Capital share transactions (Note 3).................................    1,216,444      8,371,070
                                                                     ------------   ------------

Change in net assets................................................   (7,775,319)   (20,279,595)

Net assets at beginning of year.....................................   88,900,640    109,180,235
                                                                     ------------   ------------
Net Assets at end of year (including undistributed net investment
  income of $800,703 and $1,859,897, respectively).................. $ 81,125,321   $ 88,900,640
                                                                     ============   ============

</TABLE>

<TABLE>
<CAPTION>
Financial Highlights
Selected data for a share of common stock outstanding:
                                                        Years Ended September 30,
                                                 -----------------------------------------
<S>                                              <C>      <C>      <C>     <C>     <C>
Operating Performance:                             2002     2001     2000    1999    1998
                                                 -------  ------- -------- ------- -------
Net asset value, beginning of year..............  $ 8.67   $11.82   $11.23  $11.18  $13.33
                                                 -------  ------- -------- ------- -------
Net investment income...........................    0.34     0.47     0.42    0.33    0.35
Net realized and unrealized gain (loss).........   (0.76)   (1.88)    1.71    1.40   (0.65)
                                                 -------  ------- -------- ------- -------
  Total from investment operations..............   (0.42)   (1.41)    2.13    1.73   (0.30)
Less Distributions:
Dividends from net investment income............   (0.44)   (0.42)   (0.35)  (0.32)  (0.37)
Distributions from realized gains...............    ---     (1.32)   (1.23)  (1.36)  (1.48)
                                                 -------  ------- -------- ------- -------
  Total distributions...........................   (0.44)   (1.74)   (1.58)  (1.68)  (1.85)
Capital share repurchases.......................    ---      ---      0.04    ---     ---
                                                 -------  ------- -------- ------- -------
Net asset value, end of year....................  $ 7.81   $ 8.67   $11.82  $11.23  $11.18
                                                 =======  ======= ======== ======= =======
Market value, end of year.......................  $ 7.55   $ 8.35   $ 9.88  $ 9.38  $10.00

Total Net Asset Value Return (%)(a).............   (5.20)  (13.34)   21.85   16.42  (2.39)
Total Investment Return (%)(b)..................   (4.54)    2.21    25.72   10.39    5.21
Ratios/Supplemental Data:
Net assets, end of year ($000's)................ $81,125  $88,901 $109,180 $96,040 $87,438
Ratio of expenses to average net assets (%).....     1.2      1.2      1.2     1.1     1.1
Ratio of net investment income to
  average net assets (%)........................     3.9      5.0      3.8     3.0     3.0
Portfolio turnover rate (%).....................      89       82       98      67      59
</TABLE>
(a)Assumes valuation of the Fund's shares, and reinvestment of dividends,
   at net asset values.

(b)Assumes valuation of the Fund's shares at market price and reinvestment
  of dividends at actual reinvestment price.

                   See accompanying notes to financial statements

<PAGE> 12
Notes to Financial Statements
1.  Significant Accounting Policies
Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a
diversified, closed-end management investment company. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its
financial statements:

(a)  Security Valuation
Investments in securities traded on a national securities exchange
are valued at market using the last reported sales price as of the
close of regular trading. Securities traded in the over-the-counter
market and listed securities for which no sales were reported are
valued at the mean between reported bid and asked prices as of the
close of regular trading. Where no closing prices are available,
value is determined by management, with the approval of the Board
of Directors.

(b)  Securities Transactions and Related Investment Income
Security transactions are accounted for on the trade date (date the
order to buy or sell is executed) with gain or loss on the sale of
securities being determined based upon identified cost. Dividend
income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis, including accretion of discounts and
amortization of non-equity premium. For certain securities, known
as "contingent payment debt instruments," Federal tax regulations
require the Fund to record non-cash, "contingent" interest income
in addition to interest income actually received. Contingent
interest income amounted to 6 cents per share for the year ended
September 30, 2002. In addition, Federal tax regulations require
the Fund to reclassify realized gains on contingent payment debt
instruments to interest income. At September 30, 2002 there were
unrealized losses of approximately 4 cents per share on contingent
payment debt instruments.

(c)  Federal Income Taxes
It is the policy of the Fund to distribute substantially all of its
taxable income within the prescribed time and to otherwise comply
with the provisions of the Internal Revenue Code applicable to
regulated investment companies. Therefore, no provision for federal
income or excise taxes is believed necessary.

(d)  Dividends and Distributions to Shareholders
The liability for dividends and distributions payable is recorded
on the ex-dividend date.

(e)  Market Risk
It is the Fund's policy to invest the majority of its assets in
convertible securities. Although convertible securities do derive
part of their value from that of the securities into which they are
convertible, they are not considered derivative financial
instruments. However, certain of the Fund's investments include
features which render them more sensitive to price changes in their
underlying securities. Thus they expose the Fund to greater
downside risk than traditional convertible securities, but still
less than that of the underlying common stock. The market value of
those securities was $11,368,994 at September 30, 2002,
representing 14% of net assets.

<PAGE> 13
Notes to Financial Statements (continued)
2.  Management Fee and Other Transactions with Affiliates
The management fee is paid to the investment adviser, Davis-Dinsmore
Management Company (the "Adviser").  The contract provides for payment
of a monthly advisory fee, computed at an annual rate of 3/4 of 1% of
the first $100,000,000 and 1/2 of 1% of the excess over $100,000,000 of
the Fund's net asset value in such month.

The Adviser furnishes investment advice, office equipment and
facilities, and pays the salaries of all executive officers of the
Fund, except that the costs associated with personnel and certain non-
personnel expenses of the office of the Treasurer, up to a maximum of
$25,000 a year, are reimbursed by the Fund.  Such reimbursements
amounted to $25,000 for the year ended September 30, 2002.  The
officers of the Fund are also directors, officers or employees of the
Adviser, and are compensated by the Adviser.

3.  Capital Stock
At September 30, 2002 there were 10,393,877 shares of $.01 par value
common stock outstanding, (20,000,000 shares authorized). During the
years ended September 30, 2002 and 2001, 137,918 shares and 1,022,421
shares were issued in connection with reinvestment of dividends from
net investment income, resulting in an increase in paid-in capital of
$1,216,444 and $8,371,070 respectively.

A distribution of $.086 per share, derived from net investment income,
was declared on October 14, 2002, payable November 27, 2002 to
shareholders of record at the close of business October 25, 2002.

4.  Portfolio Activity
Purchases and sales of investments, exclusive of corporate short-term
notes, aggregated $76,701,219 and $75,149,163, respectively, for the
year ended September 30, 2002.

5.  Distributions to Shareholders
Income and Capital Gain Distributions are determined in accordance with
federal income tax regulations, which may differ from those reported
for financial reporting purposes.

The tax character of distributions paid during the years ended
September 30, 2002 and 2001 were as follows:

  Ordinary Income                     $  4,547,101    $11,561,419
  Long-Term Capital Gain                       ---      4,755,272
                                      ------------    -----------
                                         4,547,101     16,316,691
                                      ============    ===========

At September 30, 2002 the components of net assets (excluding paid-in
capital) on a tax basis were as follows:

  Undistributed ordinary income       $    769,304
  Tax basis capital loss carryforward   (2,086,981)
  Post October loss deferral            (5,629,613)
  Unrealized (depreciation)             (6,950,096)
                                      ------------
                                       (13,897,386)
                                      ============

The capital loss carryforward represents tax basis capital losses which
may be carried over to offset future realized capital gains. To the
extent that the carryforward is used, no capital gains distributions will
be made. The carryforward expires on September 30, 2010. The Fund has
elected to defer realized capital losses arising after October 31, 2001.
Such losses are treated for tax purposes as arising on October 1, 2002.

<PAGE> 14

Report of Independent Accountants

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

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets, and the financial highlights, present fairly, in all
material respects, the financial position of Ellsworth Convertible Growth and
Income Fund, Inc. (the "Fund") at September 30, 2002, the results of its
operations for the year then ended, and the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.  These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of securities at September 30, 2002 by correspondence with the custodian
and brokers, provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP

New York, New York
October 14, 2002

<PAGE> 15

Miscellaneous Notes

Automatic Dividend Investment and Cash Payment Plan

Shareholders may participate in our reinvestment plan whereby all
dividends and distributions are automatically invested in additional
Ellsworth shares at the current market price or net asset value,
whichever is lower (but not less than 95% of market price). When the
market price is lower, American Stock Transfer & Trust Company (AST),
as your agent, will combine your dividends with those of other Plan
participants, and purchase shares in the market, thereby taking
advantage of the lower commissions on larger purchases. There is no
other charge for this service.

Plan participants may also voluntarily send cash payments of $100 to
$10,000 per month to AST, to be combined with other Plan monies,
for purchase of additional Ellsworth shares in the open market. You pay
only a bank service charge of $1.25 per transaction, plus your
proportionate share of the brokerage commission. All shares and
fractional shares purchased will be held by AST in your dividend
reinvestment account.

At any time, you may instruct AST to sell all or any portion of
your account. Also, you may deposit with AST any Ellsworth stock
certificates you hold, for a one-time fee of $7.50.

All registered shareholders are eligible to join the Plan. If your
shares are held by a broker or other nominee, you should instruct the
nominee to join the Plan on your behalf. Some brokers may require that
your shares be taken out of the broker's "street name" and re-
registered in your own name.

Additional information about the Plan is contained in the authorization
form located on pages 15 and 16 of this report.
------------------------------------------------------------------------------
New Investment Policy

The Fund currently has a fundamental investment policy
providing that under normal market conditions it will invest
at least 65% of its total assets in convertible securities
(that is, bonds, debentures, corporate notes or preferred
stock that are convertible into common stock) and common stock
received upon conversion or exchange of securities and
retained in the Fund's portfolio to permit orderly disposition
or to establish long-term holding periods for federal income
tax purposes.  This fundamental policy may not be changed
without shareholder approval.

The Fund has adopted an additional investment policy providing
that the Fund will invest, under normal circumstances, at
least 80% of the value of its assets (consisting of net assets
plus the amount of any borrowings for investment purposes) in
convertible securities.  This investment policy may be changed
in the future by the Fund's Board of Directors without
shareholder approval.  The Fund will provide shareholders with
at least 60 days prior notice of any change to this investment
policy.  The notice will be given in accordance with
Investment Company Act rules.


<PAGE> 16

Miscellaneous Notes (continued)

Notice of Privacy Policy

The Fund has adopted a privacy policy in order to protect the
confidentiality of nonpublic personal information that we have about
you. We receive personal information, such as your name, address and
account balances, when transactions occur in Ellsworth shares
registered in your name.

We may disclose this information to companies that perform services for
the Fund, such as the Fund's transfer agent or proxy solicitors.  These
companies may only use this information in connection with the services
they provide to the Fund, and not for any other purpose. We will not
otherwise disclose any nonpublic personal information about our
stockholders or former stockholders to anyone else, except as required
by law.

Access to nonpublic information about you is restricted to our
employees and service providers who need that information in order to
provide services to you.  We maintain physical, electronic and
procedural safeguards that comply with federal standards to guard your
nonpublic personal information.

Please direct any questions concerning your account to: American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038 (800) 937-5449.
------------------------------------------------------------------------------
Visit us on the Internet at www.ellsworthfund.com. The site provides
information about the Fund including daily net asset values (NAV),
historical dividends and press releases, as well as information about
Davis-Dinsmore Management Company, the Fund's adviser. In addition you
can email us at info@ellsworthfund.com.
------------------------------------------------------------------------------
Ellsworth is a member of the Closed-End Fund Association (CEFA). Its
website address is www.cefa.com. CEFA is solely responsible for the
content of its website.
------------------------------------------------------------------------------
Pursuant to Section 23 of the Investment Company Act of 1940, notice is
hereby given that the Fund may in the future purchase shares of
Ellsworth Convertible Growth and Income Fund, Inc. Common Stock from
time to time, at such times, and in such amounts, as may be deemed
advantageous to the Fund. Nothing herein shall be considered a
commitment to purchase such shares.
------------------------------------------------------------------------------
Internet                               Shareholder Services and Transfer Agent
www.ellsworthfund.com                  American Stock Transfer & Trust Company
email: info@ellsworthfund.com          59 Maiden Lane
                                       New York, NY 10038
Investment Adviser                     (800)937-5449
Davis-Dinsmore Management Company      www.amstock.com
65 Madison Avenue, Suite 550
Morristown, NJ 07960-7308              Common Stock Listing
(973)631-1177                          American Stock Exchange Symbol: ECF

<PAGE> 17

Ellsworth Convertible Growth and Income Fund, Inc.
Automatic Dividend Investment and Cash Payment Plan
Plan and Authorization Form
American Stock Transfer & Trust Company
P.O. Box 922, Church Street Station
New York, NY 10269-0560

I own, registered in my name............................................
shares of Common Stock of Ellsworth Convertible Growth and Income
Fund, Inc. (the "Company").
I wish to invest all the dividends and distributions paid by the
Company on my shares automatically in additional shares from the date
hereof until this arrangement is terminated as stated below. As a
participant in this plan (the "Plan"), I may also wish to purchase
additional shares of the Company through the Plan.

Authorization. You are authorized to act as my agent as follows:
	A. Establish an Account in my name.
	B. Take into my Account all dividends and distributions paid by
the Company on all its Common Stock held in my name now or in the
future and on all additional shares of the Company (including
fractions) held by you in my Account.
	C. In connection with any fiscal year-end distribution of capital
gains or dividend from net investment income, take the distribution or
dividend in Common Stock issued at the lower of market price or net
asset value as determined on the fifth trading day preceding the date
of payment.
	D. In connection with the Company's first three quarterly
dividends in each fiscal year from net investment income (and any other
dividends or distributions declared by the Company, other than those
paid pursuant to paragraph C):
		1.  If the net asset value as determined by the Company as
of the close of business on the fifth trading day preceding the date of
payment is equal to or lower than the closing market price of the
Common Stock on the American Stock Exchange on that trading day plus
brokerage commissions, take the dividend or distribution in Common
Stock issued at that net asset value;
		2.  If the net asset value as determined by the Company as
of the close of business on the fifth trading day preceding the date of
payment is higher than the closing market price of the Common Stock on
the American Stock Exchange on that trading day plus brokerage
commissions, take the dividend or distribution in cash and add it to my
Account.
	E. As soon as practicable after each cash payment is made to my
Account in accordance with paragraph D above, use the funds in my
Account to buy on the American Stock Exchange as many additional full
shares of the Company's Common Stock (plus a fractional interest in one
share computed to three decimal places) as are available at prices which
are less than net asset value. If, before you have completed the
purchase of all shares for the distribution at prices less than net
asset value, the market price equals or exceeds the net asset value of
such shares, then you shall pay the remaining proceeds of the
distribution to the Company and take the balance of the distribution in
shares of Common Stock at net asset value.
	F. I understand that as a Plan participant I may also voluntarily
purchase additional shares through the Plan by delivering a check
payable to American Stock Transfer & Trust Company for at least $100,
but not more than $10,000 in any month for deposit into my Account.
Within 30 days, American Stock Transfer & Trust Company (AST) will
combine all similar monies received and purchase Company shares in the
open market. Checks drawn on foreign banks are subject to collection
and collection fees and will be invested the next investment date after
funds have been collected.
	G. You may mingle the cash in my Account with similar funds of
other stockholders of the Company for whom you act as agent under the
Plan. The cost of the shares and any fractional interests you buy for
my Account in connection with a particular dividend, distribution or
cash purchase shall be determined by the average cost per share,
including brokerage commission, of all shares bought by you for all
shareholders for whom you act under the Plan in connection with that
dividend, distribution or cash purchase.
	H. Whenever you receive or purchase shares or fractional
interests for my Account, you will send me confirmation of the
transaction as soon as practicable. You will hold such shares and
fractional interests as my agent in your name or the name of your
nominee. Do not send me stock certificates for full shares until I so
request in writing or until my Account is terminated as stated below.
You will vote any shares so held for me in accordance with any proxy
returned to the Company by me in respect of the shares of which I am a
record owner.
	I. I may instruct you at any time to liquidate all or any portion
of the shares of the Company then held in my Account. I understand that
AST will combine all liquidation requests it receives from Plan
participants on a particular day and will then sell shares of the
Company that are subject to liquidation requests in the open market.
The amount of proceeds I receive shall be determined by the average
sales price per share, after deducting brokerage commissions, of all
shares sold by you for all Plan participants who have given you
liquidation requests.
	J. I understand that there is presently no service charge for you
serving as my agent and maintaining my Account, except that my Account
will be charged a $1.25 service fee for each cash purchase transaction
on my behalf pursuant to paragraph F.  You may, in addition, charge me
for extra services performed at my request.

                                           (over)
<PAGE> 18

I further understand that the Company reserves the right to amend the
Plan in the future to impose an additional service charge.
K. As a Plan participant I may deposit with AST Common Stock
certificates of the Company that I now hold, to be added to my Account.
A one-time fee of $7.50 is charged for this service.
L. You will be liable only for willful misconduct or gross negligence
in acting as my agent under the Plan.

Name and Address. My name as shown on my Common Stock certificate or
certificates (including all names if more than one) and my address, are
as follows:

Please Print (print names exactly as on stock certificate):

NAME OR NAMES...........................................................

NUMBER AND STREET.......................................................

CITY, STATE AND ZIP CODE................................................

SOCIAL SECURITY NUMBER..................................................

Stock Certificates. I understand that if I hold more than one Common
Stock certificate registered in similar but not identical names or if
more than one address is shown for me on the Company's Common Stock
records, all my shares of Common Stock must be put into the same name
and address if all of them are to be covered by one Account. I
understand that additional shares subsequently acquired by me otherwise
than through the Plan will be covered by my Account if and when they
are registered in the same name and address as the shares in my
Account.

Income Tax. I understand that participation in the Plan for automatic
investment of dividends and distributions and cash purchase of shares
does not relieve me of any income tax which may be payable by me on
such dividends and distributions and on expenses incurred by the
Company on my behalf.

Amendments and Change of Agent.
	1. I understand that the company may amend the terms of the Plan
and reserves the right to change the agent which acts for all
participants in the Plan at any time by giving written notice thereof
to each participant at his address as shown on your records.  Any such
change shall be effective as to all dividends and distributions payable
to shareholders of record on any date more than 30 days after mailing
of such notice and shall be effective 30 days after the mailing of such
notice as to cash purchases.
	2. In connection with any dividend or distribution under
Paragraphs C or D above, I understand that the Company will change the
price at which shares of its Common Stock are issued to participants in
the Plan if the net asset value of the shares is less than 95% of the
market price of such shares on the fifth trading day preceding the
payment date of any distribution of net investment income or net
capital gain, unless the Board obtains a legal opinion from independent
counsel that the issuance of shares at net asset value under these
circumstances will not have a material adverse effect upon the federal
income tax liability of the Company.
	3. In connection with the distribution of shares of Common Stock
at net asset value under Paragraph E above, I understand that the
Company will change the price at which shares of its Common Stock are
issued to participants in the Plan if the net asset value of the shares
is less than 95% of the market price of such shares on any trading day
in which shares of Common Stock are distributed at net asset value,
unless the Board obtains a legal opinion from independent counsel that
the issuance of shares at net asset value under these circumstances
will not have a material adverse effect upon the federal income tax
liability of the Company.
	4. The Board may not authorize issuance of shares offered to Plan
participants only, if such issuance is at a price less than net asset
value, without the prior specific approval of the Company's
stockholders or of the Securities and Exchange Commission.

Termination. I may terminate my Account at any time by delivering
written notice to you prior to the record date of any dividend or
distribution requesting either liquidation or a stock certificate. I
understand that you or the Company may terminate all authorizations for
any reason at any time by sending written notice addressed to
participants at their address as shown on your records, such
termination to be effective as to all dividends and distributions
payable to stockholders of record on any date more than 30 days after
mailing of such notice and shall be effective 30 days after the mailing
of such notice as to cash purchases.  Following the date of
termination, you shall send me at my address shown on your records
either the proceeds of liquidation, or a stock certificate or
certificates for the full shares held by you in my Account and a check
for the value of any fractional interest in my Account based on the
market price of the Company's Common Stock on that date.

Signature(s)............................................................

Date.........................

(if shares are in more than one name, all must sign.)

........................................................................
                                                     (over)
<PAGE> 19
Directors and Officers

The address of each director and officer is 65 Madison Avenue, Suite
550, Morristown, NJ 07960-7308.  Each director is also a director of
Bancroft Convertible Fund, Inc. (Bancroft) (a closed-end management
investment company). Davis-Dinsmore Management Company (Davis-
Dinsmore) is the Fund's investment adviser and is also the
investment adviser to Bancroft.  Because of this connection, the
Fund and Bancroft make up a Fund Complex. Therefore, each director
oversees two investment companies in the Fund Complex.
<TABLE>
<CAPTION>
                              Director and/or   Position With the Fund and Principal              Other Directorship(s)
Name and Age                  Officer Since     Occupation(s) During Past 5 Years                 Held by Director
<S>                           <C>               <C>                                               <C>
Interested Directors
 Thomas H. Dinsmore 1,2,3     1986              Chairman and Chief Executive Officer of           None
 49                                             the Fund, Bancroft and Davis-Dinsmore.

 Jane D. O'Keeffe 1,2,3       1995              President of the Fund, Bancroft and Davis-        None
 47                                             Dinsmore.

Independent Directors
 Gordon F. Ahalt, 74          1986              Prior to 2001, President of G.F.A. Inc.           CalDive International,
                                                (petroleum industry consulting). Prior to         and The Houston
                                                1999, Consultant with W.H. Reaves & Co.           Exploration Company
                                                (asset management company).

 William A. Benton, 69        1986              Prior to 2001, Partner of BE Partners (small      None
                                                options market maker). Prior to 2000,
                                                Limited Partner of Gavin, Benton & Co.
                                                (NYSE specialist).

 Elizabeth C. Bogan, Ph.D.    1986              Senior Lecturer in Economics at Princeton         None
 58                                             University.

 Donald M. Halsted, Jr., 75   1986              Self-employed Businessman.                        None

 George R. Lieberman, 80      1990              Retired Advertising Executive.                    None

 Duncan O. McKee, 71          1996              Retired Attorney.                                 None

 Nicolas W. Platt, 49         1997              Since May 2001, Senior Partner of Platt           None
                                                Rickenbach (public relations). Previously with
                                                WPP Group, UK, as Exec. Vice Pres. of
                                                Ogilvy Public Relations Worldwide and
                                                Managing Director of the Corporate Financial
                                                Practice at Burson-Marsteller (public relations)
Other Officers
 Sigmund Levine 4             1986              Senior Vice President and Secretary of the        N/A
 Senior Vice President                          Fund, Bancroft and Davis-Dinsmore.
 and Secretary, 78

 H. Tucker Lake, Jr. 3        1994              Since 2002, Vice President, and prior there-      N/A
 Vice President, 55                             to, Vice President, Trading, of the Fund,
                                                Bancroft and Davis-Dinsmore.

 Gary I. Levine 4             1993              Since 2002, Vice President and Treasurer          N/A
 Vice President and                             prior thereto, Treasurer and Assistant
 Treasurer, 45                                  Secretary of the Fund, Bancroft and Davis-
                                                Dinsmore.

 Germaine Ortiz               1996              Since 1999, Vice President, and prior there-      N/A
 Vice President, 32                             to, Assistant Vice President of the Fund,
                                                Bancroft and Davis-Dinsmore.
</TABLE>
1 Mr. Dinsmore and Ms. O'Keeffe are considered interested persons because they
  are officers and directors of Davis-Dinsmore.

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

3 H. Tucker Lake, Jr. is the cousin of Thomas H. Dinsmore and Jane D. O'Keeffe.

4 Sigmund Levine is the father of Gary I. Levine.

<PAGE> 20
           ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                      65 MADISON AVENUE, SUITE 550
                      MORRISTOWN, NEW JERSEY 07960
                         www.ellsworthfund.com
                               [logo]
                    [logo] Printed on recycled paper

</TEXT>
</DOCUMENT>
