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<SEC-DOCUMENT>0000793040-03-000011.txt : 20030903
<SEC-HEADER>0000793040-03-000011.hdr.sgml : 20030903
<ACCEPTANCE-DATETIME>20030903154623
ACCESSION NUMBER:		0000793040-03-000011
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20030903

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ELLSWORTH CONVERTIBLE GROWTH & INCOME FUND INC
		CENTRAL INDEX KEY:			0000793040
		IRS NUMBER:				133345139
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04656
		FILM NUMBER:		03879160

	BUSINESS ADDRESS:	
		STREET 1:		65 MADISON AVENUE
		STREET 2:		SUITE 550
		CITY:			MORRISTOWN
		STATE:			NJ
		ZIP:			07960
		BUSINESS PHONE:		(973) 631-1177

	MAIL ADDRESS:	
		STREET 1:		65 MADISON AVE
		STREET 2:		SUITE 550
		CITY:			MORRISTOWN
		STATE:			NJ
		ZIP:			07960
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>ecf-2003_formn2.txt
<TEXT>
As filed with the Securities and Exchange Commission on September 3, 2003

==============================================================================

                                          Securities Act File No. 333-_____
                                  Investment Company Act File No. 811-04656

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM N-2

                       (Check appropriate box or boxes)

            [X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            [ ] Pre-Effective Amendment No.
            [ ] Post-Effective Amendment No.

                                    and

            [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
            [X] Amendment No. 9
                            ______________________

              Ellsworth Convertible Growth and Income Fund, Inc.
              (Exact Name of Registrant as Specified In Charter)
                            ______________________

           65 Madison Avenue, Suite 550, Morristown, New Jersey 07960
 Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
                            ______________________

                                (973) 631-1177
             (Registrant's Telephone Number, including Area Code)

           Thomas H. Dinsmore, Chairman and Chief Executive Officer
              Ellsworth Convertible Growth and Income Fund, Inc.
                             65 Madison Avenue
                        Morristown, New Jersey 07960
(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)

                                  Copies to:

                           Martha J. Hays, Esquire
                   Ballard Spahr Andrews & Ingersoll, LLP
                      1735 Market Street, 51st Floor
                       Philadelphia, PA 19103-7599

                 Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
                           ______________________

If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
as amended (the "Securities Act"), other than securities offered only in
connection with a dividend reinvestment plan, check the following box.[X]
                           ______________________

It is proposed that this filing will become effective (check appropriate box)

[X]   when declared effective pursuant to section 8(c)

<PAGE>

<TABLE>
<CAPTION>

       CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

=============================================================================================================


                                                    Proposed Maximum     Proposed Maximum
Title of Securities               Amount Being     Offering Price Per   Aggregate Offering     Amount of
Being Registered                  Registered(1)         Unit(1)              Price(1)       Registration Fee

<S>                               <C>                   <C>                 <C>                <C>
Common Stock $ 0.01 par value     1,751,657 shares      $8.05               $14,100,839        $1,140.76

=============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933. Based on
    the average of the high and low prices reported on the American Stock
    Exchange on August 28, 2003.


    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                              Subject to Completion
                          Preliminary Prospectus Dated
                                September 3, 2003
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                        _________ Shares of Common Stock
                   Issuable upon Exercise of Non-Transferable
               Rights to Subscribe for such Shares of Common Stock

     The Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund") is
offering to its common stockholders of record as of October 14, 2003 non-
transferable rights ("Rights").  These Rights will allow you to subscribe for
one share of the Fund's Common Stock for each six Rights held (the "Offer").
You will receive one Right for each whole share of Common Stock that you hold of
record as of October 14, 2003, rounded up to the nearest number of Rights evenly
divisible by six.  The Rights will not be listed for trading on the American
Stock Exchange ("AMEX") or any other exchange.  The subscription price (the
"Subscription Price") will be the lesser of 95% of (a) the net asset value per
share of the Fund's Common Stock on November 20, 2003, (the "Pricing Date") or
(b) the average of the volume-weighted average sales prices of a share of the
Fund's Common Stock on the AMEX on the Pricing Date and the four preceding
trading days.

     Rights may be exercised at any time prior to 5:00 p.m., Eastern time, on
November 19, 2003 (the "Expiration Date"), unless extended.  Since the Offer
closes prior to the Pricing Date, stockholders who exercise their Rights will
not know the Subscription Price at the time they exercise their Rights.  Payment
of the estimated Subscription Price of $_____ per share must be made when a
stockholder exercises the Rights.

     The Fund is a closed-end, diversified management investment company, whose
shares of Common Stock are listed and traded on the AMEX under the symbol "ECF."
The Fund invests primarily in convertible securities with the objectives of
providing income and the potential for capital appreciation (which objectives
the Fund considers to be relatively equal, over the long term, due to the nature
of the securities in which it invests).  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.  The net asset value per share of the Fund's Common Stock at the
close of business on October __, 2003 was $__________, and the last reported
sales price of a share of the Fund's Common Stock on the AMEX on that date was
$__________.

     Neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete.  Any representation to
the contrary is a criminal offense.

<TABLE>

<CAPTION>

                      Estimated                 Proceeds, before
                    Subscription                  expenses, to
                      Price (1)    Sales Load     the Fund (2)
                    ------------   ----------   ----------------
<S>                 <C>            <C>          <C>
Per Share                          None
Total                              None
</TABLE>
<PAGE>
 (1) Estimated based on an estimated Subscription Price per share of 95% of [the
     net asset value per share of the Fund's Common Stock on October __, 2003 or
     the average of the volume-weighted average sales prices of a share on the
     AMEX on October ___, 2003 and the four preceding trading days.]

 (2) Before deduction of expenses payable by the Fund, estimated at $________,
     which will be charged against paid-in capital of the Fund.

     Stockholders who do not fully exercise their Rights should expect that they
will, at the completion of the Offer, own a smaller proportional interest in the
Fund than if they exercised their Rights.  As a result of the Offer, you may
experience an immediate dilution of the aggregate net asset value of your
shares, which under certain circumstances may be substantial.  This is because
the Subscription Price per share and/or the net proceeds to the Fund for each
new share sold will be less than the Fund's net asset value per share on the
Expiration Date.  The Fund cannot state precisely the extent of this dilution at
this time because it does not know what the net asset value or market price per
share will be when the Offer expires or what proportion of the Rights will be
exercised.

     This Prospectus contains information you should know before exercising your
Rights, including information about risks.  Please read it before you invest and
keep it for future reference.  A Statement of Additional Information, dated
October ___, 2003, containing additional information about the Fund, has been
filed with the SEC and is incorporated by reference in its entirety into this
Prospectus.  The table of contents of the Statement of Additional Information
appears on page ____ of this Prospectus, and a copy is available at no charge by
calling the Information Agent at (888) 705-1032 or at the SEC's internet website
(http://www.sec.gov).

     Shares will be ready for delivery on or about December ___, 2003.

                              ____________________

                The date of this Prospectus is October ___, 2003.

                                        2

<PAGE>

                               PROSPECTUS SUMMARY

     You should consider the matters discussed in this summary before investing
in the Fund through the Offer.  This summary is qualified in its entirety by
reference to the detailed information included in this Prospectus and the
related Statement of Additional Information.

Purpose of the Offer

     The Board of Directors of the Fund has determined that it would be in the
best interest of the Fund and its stockholders to increase the assets of the
Fund available for investment so that it may be in a better position to take
advantage of investment opportunities that may arise.  The Offer seeks to reward
existing stockholders in the Fund by giving them the opportunity to purchase
additional shares at a price below market and/or net asset value and without
incurring any brokerage commissions.  See "The Offer - Purposes of the Offer."

     The Board of Directors believes that a larger number of outstanding shares
could increase the level of market interest in and visibility of the Fund and
improve the trading liquidity of the Fund's shares on the American Stock
Exchange ("AMEX").

Important Terms of the Offer

<TABLE>
<S>                              <C>
Offer..........................  The Fund is offering to its
                                 stockholders non-transferable
                                 rights ("Rights") to subscribe
                                 for shares of the Fund's Common
                                 Stock (the "Offer").

Total number of shares
  available for primary
  subscription.................  [             ] Shares of the
                                 Fund's Common Stock (the "Shares").

Number of Rights you will
  receive for each outstanding
  share you own on October 14,
  2003 (the "Record Date").....  One Right for every one share,
                                 rounded up to the nearest number
                                 of Rights evenly divisible by six.

Number of Shares you may
  purchase with your Rights at
  Subscription Price per Share.  One Share for every six Rights.

Subscription Price (the
  "Subscription Price")........  The lesser of 95% of (A) the net
                                 asset value per share of the Fund's
                                 Common Stock on November 20, 2003,
                                 (the "Pricing Date") or (B) the
                                 average of the volume-weighted
                                 average sales prices of a share on
                                 the AMEX on the Pricing Date and
                                 the four preceding trading days.
</TABLE>

Additional Terms of the Offer

     The Rights will not be listed for trading on the AMEX or any other
exchange.  Rights may be exercised at any time from October 17, 2003 through
5:00 p.m., Eastern time, on November 19, 2003 (the "Expiration Date"), unless
extended.  Since the Expiration Date is prior to the Pricing Date, stockholders
who exercise their Rights will not know the Subscription Price at the time they

<PAGE>

exercise their Rights.  Payment of the estimated Subscription Price of $_____
per Share must be made when a stockholder exercises the Rights.

Over-Subscription Privilege

     If you fully exercise all Rights issued to you, you will be entitled to
subscribe for additional Shares that were not subscribed for by other
stockholders.  If sufficient Shares are available, all stockholders'
over-subscription requests will be honored in full.  If these requests for
additional Shares exceed the Shares available, the available Shares will be
allocated pro rata among stockholders who over-subscribe based on the number of
Rights originally issued to them by the Fund.  See "The Offer - Over-
Subscription Privilege."

Method of Exercising Rights

     The Rights will be evidenced by subscription certificates ("Subscription
Certificates").  If you are a stockholder of record, your Subscription
Certificate will be sent to you.  If your shares are held by a nominee, such as
a bank, broker, trust company or other financial institution ("Nominee"), your
Subscription Certificate will be sent to your Nominee.

     Stockholders who are record owners can choose between either option below
to exercise rights.  Stockholders whose shares are held by a Nominee, must
choose option (2) below to exercise their Rights.  You may exercise your Rights
in the following ways:

     (1)  Complete and sign the Subscription Certificate.  Mail it in the
envelope provided or deliver it, together with payment of the Estimated
Subscription Price of $___ per Share, to American Stock Transfer & Trust Company
("Subscription Agent") at the address indicated on the Subscription Certificate.
Your completed and signed Subscription Certificate and payment in good funds of
the Estimated Subscription Price of $___ per Share must be received prior to
5:00 p.m. Eastern time on the Expiration Date.  Final payment of the actual
Subscription Price per Share must be received by the Subscription Agent within
(10) days after November __, 2003 (the "Confirmation Date").

     (2)  Contact your Nominee, which can arrange, on your behalf, to guarantee
delivery of payment and delivery of a properly completed and executed
Subscription Certificate pursuant to a notice of guaranteed delivery ("Notice of
Guaranteed Delivery").  A stockholder who is a record owner may also contact a
bank, broker, trust company or financial institution, which can arrange for a
Notice of Guaranteed Delivery.  A fee may be charged for this service.  The
Notice of Guaranteed Delivery must be received by the Expiration Date.  A
properly completed and executed Subscription Certificate, together with payment
of the Estimated Subscription Price of $_____ per Share, must be received by the
Subscription Agent by the close of business on the third (3rd) business day
after the Expiration Date (November 24, 2003, unless the Offer is extended) or
the Subscription Agent will not honor a Notice of Guaranteed Delivery.  Final
payment of the actual Subscription Price per share must be received by the
Subscription Agent within (10) days after the Confirmation Date.

     Since the Expiration Date is prior to the Pricing Date, stockholders who
choose to exercise their Rights will not know the Subscription Price at the time
they exercise such Rights.  Stockholders will have no right to rescind their
subscription after receipt of their payment for Shares by the Subscription
Agent.  See "The Offer - Method of Exercising Rights" and "The Offer - Payment
for Shares."  Subscription payments will be held by the Subscription Agent
pending completion of the processing of the subscription.  No interest on
subscription payments will be paid to subscribers.

                                        2

<PAGE>

     The Rights are not transferable.  Therefore, only the underlying Shares,
and not the Rights, will be admitted for trading on the AMEX.  Fractional shares
will not be issued on exercise of Rights.

Obtaining Subscription Information

     Stockholders' inquiries about the Offer should be directed to their broker,
bank or trust company, or to:

                    Georgeson Shareholder Communications Inc.
                                 (888) 705-1032

     You may also call the Fund at (973) 631-1177.

Important Dates to Remember
<TABLE>
<CAPTION>
               Event                                            Date
               -----                                            ----
<S>                                                         <C>
Record Date................................................ October 14, 2003

Subscription Period........................................ October 17, 2003 through
                                                              November 19, 2003*
Expiration Date (Deadline for delivery of Subscription
  Certificate together with payment of Estimated
  Subscription Price, or for delivery of Notice of
  Guaranteed Delivery)..................................... November 19, 2003*

Pricing Date............................................... November 20, 2003*

Nominee Subscription Certificate and Payment of
  Estimated Subscription Price for
  Shares Due Pursuant to Notice of
  Guaranteed Delivery...................................... November 24, 2003*

Confirmation to Participants............................... November ___, 2003*

Final Payment for Shares................................... December ___, 2003*
</TABLE>

*Unless the Offer is extended.

Tax Consequences

     For Federal income tax purposes, neither the receipt nor the exercise of
the Rights will result in taxable income to you.  You will not realize a taxable
loss if your Rights expire without being exercised. See "The Offer - Federal
Income Tax Consequences of the Offer."

Information about the Fund

     The Fund is a closed-end, diversified management investment company,
incorporated under the laws of the State of Maryland on April 30, 1986.

   The Fund invests primarily in convertible securities, with the objectives
of providing income and the potential for capital appreciation (which objectives
the Fund considers to be relatively equal due to the nature of the securities in
which it invests).  These investment objectives may be changed in the future by
the Fund's Board of Directors without the approval of a majority of the Fund's
outstanding voting securities.

                                        3

<PAGE>

     The Fund expects that a substantial majority of its invested assets will
consist of convertible securities.  The Fund has adopted a non-fundamental
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 the approval of a majority of the Fund's outstanding
voting securities.

     In addition to the non-fundamental policy respecting convertible
securities, the Fund has also adopted a fundamental policy that under normal
market conditions it will invest at least 65% of its total assets in convertible
securities (i.e., bonds, debentures, corporate notes, preferred stock or other
securities 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 investment policy cannot be changed without
the approval of a majority of the Fund's outstanding voting securities.  The
remainder of the Fund's total assets may be invested in other securities,
including non-convertible equity and debt securities, options, warrants, U.S.
Government or agency obligations, or repurchase agreements or they may be held
as cash or cash equivalents.  The Fund is not required to sell securities for
the purpose of assuring that 65% of its total assets are invested in convertible
securities.

     An investment in the Fund is not appropriate for all investors.  There can
be no assurance that the Fund's investment objectives will be realized.  See
"Investment Objectives and Policies."

Capital Stock

     The Fund's Common Stock is listed and traded on the AMEX under the symbol
"ECF".  As of October ___, 2003, the Fund had ____________ shares of Common
Stock issued and outstanding.  See "Description of Capital Stock."

Investment Adviser

     Davis-Dinsmore Management Company (the "Adviser") provides investment
advisory services to the Fund.  For its services, the Fund pays the Adviser 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.  For purposes of calculation of the fee, the net
asset value for a month will be the average of the Fund's net asset values at
the close of business on the last business day on which the New York Stock
Exchange is open in each week in the month.  See "Management of the Fund."

Risk Factors and Special Considerations

     The following summarizes some of the matters that you should consider
before subscribing for Shares of the Fund through the Offer.

<TABLE>

<S>                                <C>
Dilution ........................  Stockholders who do not fully exercise their Rights should
                                   expect that they will, at the completion of the Offer, own
                                   a smaller proportional interest in the Fund than if they
                                   exercised their Rights. As a result of the Offer, you may
                                   experience an immediate dilution of the aggregate net asset
                                   value of your shares, which, under certain circumstances,
                                   may be substantial. This is because the Subscription Price
                                   per share and/or the net proceeds to the Fund for each new
                                   Share sold will be less than the Fund's net asset value per
                                   share on the Expiration Date. It is not possible to state
                                   precisely the amount of such dilution because it is not
                                   known at this time how many Shares will be subscribed for
                                   or what the net asset value or market price per share will
                                   be on the Pricing Date.

                                         4
<PAGE>
                                   For example, if the Fund's shares are trading at a discount
                                   from their net asset value of ______% (the average discount
                                   for the five-month period ended ____________, 2003), and
                                   assuming all Rights are exercised, the Subscription Price
                                   would be _____% below the Fund's net asset value per share,
                                   resulting in a reduction of such net asset value of
                                   approximately $______ per share, or approximately ______%.

                                   Further, if you do not submit subscription requests
                                   pursuant to the Over-Subscription Privilege, you may
                                   experience further dilution in your holdings. See "Risk
                                   Factors and Special Considerations - Dilution."

Risk of Trading Discounts .......  The Fund's shares have generally traded in the market below
                                   (a discount from) net asset value since the commencement of
                                   the Fund's operations in April 1986. The Fund's shares have
                                   traded at discounts of as much as 26.50% since the Fund's
                                   inception. The possibility that shares of the Fund will
                                   trade at a discount from net asset value is a risk separate
                                   and distinct from the risk that the Fund's net asset value
                                   will decrease. The risk of purchasing shares of a closed-end
                                   fund, such as the Fund, that might trade at a discount is
                                   more pronounced for investors who wish to sell their shares
                                   in a relatively short period of time because, for those
                                   investors, realization of a gain or loss on their investments
                                   is likely to be more dependent upon the existence of a
                                   premium or discount than upon portfolio performance. See
                                   "Risk Factors and Special Considerations - Risk of Trading
                                   Discounts."

                                   For the fiscal year ended September 30, 2003, the Fund's
                                   shares traded in the market at an average daily discount to
                                   net asset value of _____%. As of October __, 2003, the
                                   discount to net asset value was _____%. There can be no
                                   assurance that the current discount level will not change.
                                   See "Description of Capital Stock - Net Asset Values and
                                   Sales Prices."

Risk of Decline in NAV...........  The Fund is subject to market risk - the possibility that
                                   the securities it holds will decline over short or extended
                                   periods of time. As a result, the value of an investment in
                                   the Fund's Common Stock will fluctuate with the market, and
                                   you could lose money over short or long periods of time. It
                                   is the Fund's policy to invest at least 80% 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. See "Investment
                                   Objectives and Policies - Discussion of Convertible
                                   Securities."

                                        5

<PAGE>

Credit Risk .....................  Credit risk is the risk that an issuer will fail to pay
                                   interest or dividends and principal in a timely manner.
                                   Companies that issue conveible securities may be small
                                   to medium-size, and they often have low credit ratings.
                                   In addition, the credit rating of a company's
                                   convertible securities is generally lower than that of
                                   its conventional debt securities. Convertible
                                   securities are normally considered "junior"
                                   securities - that is, the company usually must pay
                                   interest on its conventional debt before it can make
                                   payments on its convertible securities. Credit risk
                                   could be high for the Fund, because it could invest in
                                   securities with low credit quality.

Interest Rate Risk ..............  Interest rate risk is the possibility that prices of
                                   securities will decline along with overall bond prices,
                                   over short or even long periods, because of rising
                                   interest rates. Convertible securities are particularly
                                   sensitive to interest rate changes when their
                                   predetermined conversion price is much higher than the
                                   issuing company's common stock.

Sector Risk .....................  Sector risk is the risk that returns from the economic
                                   sectors in which convertible securities are concentrated
                                   will trail returns from other economic sectors. As a
                                   group, sectors tend to go through cycles of doing better-
                                   or-worse-than the convertible securities market in
                                   general. These periods have, in the past, lasted for as
                                   long as several years. Moreover, the sectors that
                                   dominate this market change over time.

Manager Risk ....................  Manager risk is the risk that poor security selection
                                   will cause the Fund to underperform other funds with a
                                   similar investment objective.

Anti-Takeover Provisions ........  The Fund has provisions in its Charter, which could
                                   have the effect of limiting the ability of other
                                   entities or persons to acquire control of the Fund, to
                                   cause it to engage in certain transactions or to modify
                                   its structure. See "Certain Charter Provisions."

Ineligibility of Shares Issued
to Receive Next Dividend ........  Historically, the Fund has paid quarterly dividends to
                                   its stockholders. It is likely that the Fund's Board
                                   of Directors will declare a dividend during the
                                   Subscription Period. Because the record date for such
                                   dividend would be prior to the Expiration Date, any
                                   Shares issued pursuant to the Offer would not be
                                   eligible to receive such dividend.

</TABLE>
                                        6
<PAGE>

                                    FUND EXPENSES

     The following tables are intended to assist investors in understanding the
various costs and expenses that a stockholder of the Fund will bear, directly or
indirectly.

<TABLE>

<CAPTION>

Stockholder Transaction Expenses
<S>                                                       <C>
     Sales Load ........................................   None
     Cash Payment Plan Fee .............................  $1.25(1)
Annual Expenses (as a percentage of average net assets
  attributable to the Fund's Common Stock)
     Management Fees ..................................    0.75%
     Other Expenses (2)................................    0.55%
                                                         ---------
Total Annual Expenses .................................    1.30%
                                                         =========
</TABLE>

____________________

(1)  Represents the bank service charge per transaction for the Cash Payment
     Plan.

(2)  Other Expenses are based on estimated amounts for the current year.

Example

     The following Example demonstrates the projected dollar amount of total
cumulative expense that would be incurred over various periods with respect to a
hypothetical investment in the Fund's Common Stock.  These amounts are based
upon payment by the Fund of management fees and other expenses at the levels set
forth in the above table.

     An investor would directly or indirectly pay the following expenses on a
$1,000 investment in shares of the Fund's Common Stock, assuming (i) the market
price at the time of investment was equal to the net asset value ("NAV") per
share, (ii) a 5% annual return and (iii) reinvestment of all distributions at
NAV:

   One Year       Three Years      Five Years       Ten Years
      $13             $41              $71             $157

     This Example assumes that the percentage amounts listed under Annual
Expenses remain the same in the years shown.  The above tables and the
assumption in the Example of a 5% annual return and reinvestment at NAV are
required by regulation of the SEC and are applicable to all investment
companies, and the assumed 5% annual return is not a prediction of, and does not
represent, the projected performance of the Fund's Common Stock.  Actual
expenses and annual rates of return may be more or less than those allowed for
purposes of this Example.  In addition, while the Example assumes reinvestment
of all distributions at NAV, the Fund's Automatic Dividend Investment and Cash
Payment Plan contemplates reinvestment of net investment income dividends and
capital gain distributions in shares of the Fund's Common Stock, based on the
lower of the market price or NAV on the valuation date, except that
distributions may not be reinvested for less than 95% of the market price.

     THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.


                                        7

<PAGE>


                                 FINANCIAL HIGHLIGHTS

     The financial highlights table is intended to help you understand the
Fund's financial performance for the periods presented and reflects financial
results for a single Fund share.  The total returns in the table represent the
rate that an investor would have earned on an investment in the Fund (assuming
reinvestment of all dividends and distributions).  The information for the six
months ended March 31, 2003 has not been audited.  The information for each of
the ten fiscal years in the period ended September 30, 2002 has been audited by
PricewaterhouseCoopers LLP, independent accountants.  The audited financial
statements included in the Annual Report to the Fund's Stockholders for the
fiscal year ended September 30, 2002, together with the report of
PricewaterhouseCoopers LLP thereon, and the unaudited financial statements
included in the Semi-Annual Report to the Fund's Stockholders for the six months
ended March 31, 2003 are incorporated by reference into the Statement of
Additional Information.  Further information about the performance of the Fund
is available in the Fund's 2002 Annual Report to Stockholders and the Fund's
Semi-Annual Report to Stockholders dated March 31, 2003.  The Statement of
Additional Information, the Fund's 2002 Annual Report to Stockholders and the
Fund's Semi-Annual Report to Stockholders dated March 31, 2003 may be obtained
from the Fund free of charge by calling (973) 631-1177.

<TABLE>
<CAPTION>
                                           Six Months Ended
                                             March 31,2003              Years Ended September 30,
                                              (unaudited)        2002         2001         2000         1999
                                           ----------------  -----------  -----------  -----------  -----------
<S>                                        <C>               <C>          <C>          <C>          <C>

Operating Performance:
Net asset value, beginning of period.......     $7.81           $8.67       $11.82       $11.23       $11.18
                                           ----------------  -----------  -----------  -----------  -----------
Net investment income......................       .12             .34          .47          .42          .33
Net realized and unrealized gain (loss)....       .13            (.76)       (1.88)        1.71         1.40
                                           ----------------  -----------  -----------  -----------  -----------
  Total from investment operations.........       .25            (.42)       (1.41)        2.13         1.73

Less Distributions:
Dividends from net investment income.......      (.16)           (.44)        (.42)        (.35)        (.32)
Distributions from realized gains..........       ---             ---        (1.32)       (1.23)       (1.36)
                                           ----------------  -----------  -----------  -----------  -----------
  Total distributions......................      (.16)           (.44)       (1.74)       (1.58)       (1.68)

Capital share repurchases..................       ---             ---          ---          .04          ---
                                           ----------------  -----------  -----------  -----------  -----------
Net asset value, end of period.............     $7.90           $7.81        $8.67       $11.82       $11.23
                                           ================  ===========  ===========  ===========  ===========
Market value, end of period................     $7.52           $7.55        $8.35        $9.88        $9.38

Total Net Asset Value Return(%)(a).........      3.23           (5.20)      (13.34)       21.85        16.42
Total Investment Return(%)(b)..............      1.71           (4.54)        2.21        25.72        10.39

Ratios/Supplemental Data:
Net assets, end of year (in thousands).....    $82,649         $81,125      $88,901     $109,180      $96,040
Ratio of expenses to average net assets(%).      1.3(c)          1.2          1.2          1.2          1.1
Ratio of net investment income to average
  net assets(%)............................      3.2(c)          3.9          5.0          3.8          3.0
Portfolio turnover rate (%)................       38              89           82           98           67
</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.
(c)Annualized.
                                        8

<PAGE>
<TABLE>
<CAPTION>

                                                               Years Ended September 30,
                                              1998       1997       1996       1995       1994       1993
                                           ---------  ---------  ---------  ---------  ---------  ---------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>
Operating Performance:
Net asset value, beginning of period.......  $13.33     $11.80     $10.76      $9.72     $10.39      $9.31
                                           ---------  ---------  ---------  ---------  ---------  ---------
Net investment income......................     .35        .40        .43        .48        .51        .53
Net realized and unrealized gain (loss)....    (.65)      2.59       1.37       1.30       (.58)      1.14
                                           ---------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations.........    (.30)      2.99       1.80       1.78       (.07)      1.67
Less Distributions:
Dividends from net investment income.......    (.37)      (.40)      (.47)      (.51)      (.53)      (.50)
Distributions from realized gains..........   (1.48)     (1.06)      (.29)      (.23)      (.07)      (.09)
                                           ---------  ---------  ---------  ---------  ---------  ---------
  Total distributions......................   (1.85)     (1.46)      (.76)      (.74)      (.60)      (.59)
Capital share repurchases..................     ---        ---        ---        ---        ---        ---
                                           ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of period.............  $11.18     $13.33     $11.80     $10.76      $9.72     $10.39
                                           =========  =========  =========  =========  =========  =========
Market value, end of period................  $10.00     $11.25      $9.88      $9.13      $8.38      $9.38

Total Net Asset Value Return(%)(a).........   (2.39)     27.77      17.43      19.50      (0.61)     18.60
Total Investment Return(%)(b)..............    5.21      30.93      17.13      18.95      (4.46)     19.73

Ratios/Supplemental Data:
Net assets, end of year (in thousands).....  $87,438    $94,822    $78,395    $69,769    $61,316    $64,457
Ratio of expenses to average net assets(%).     1.1        1.2        1.2        1.2        1.1        1.2
Ratio of net investment income to average
  net assets(%)............................     3.0        3.4        3.9        5.0        5.2        5.5
Portfolio turnover rate (%)................      59         71         70         44         45         99
</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.

                                        9

<PAGE>

                                INVESTMENT PERFORMANCE

     The table below presents average annual total returns of the Fund's Common
Stock on two separate bases.  The NAV Return is the compound average annual rate
of return, using NAVs, on an amount invested in the Fund from the beginning to
the end of the stated period and assumes reinvestment of net investment income
dividends and capital gains distributions.  The Market Value Return presents the
same information, but values the Fund at market rather than NAV and, therefore,
reflects the actual experience of a stockholder, before commission costs, who
bought and sold shares of the Fund at the beginning and ending dates.

     The record of the Credit Suisse First Boston Convertible Securities Index
(the "CSFB Index") has been included so that the Fund's results may be compared
with an index of convertible securities.  The CSFB Index is an unmanaged index
which generally includes 250-300 issues representing convertible issues, U.S.
dollar-denominated debentures and preferred stock which can be converted into a
specified number of shares of common stock.  The record of the Standard & Poor's
Composite Stock Price 500 Index ("S&P 500 Index") has been included so that the
Fund's results may be compared with a widely recognized, unmanaged, benchmark of
U.S. stock market performance that is dominated by the stocks of large U.S.
companies.  The record of the Russell 2000(r) Index has been included so that
the Fund's results may be compared with an unmanaged index reflecting the
performance of the 2,000 smallest companies in the Russell 3000(r) Index (which
represent the 3,000 largest U.S. companies based on total market
capitalization).  The Fund primarily invests in convertible securities.  The
figures for each Index assume reinvestment of dividends.

<TABLE>
<CAPTION>
                                                                                         From June 30,
                       One Year       Three Years      Five Years      Ten Years      1986 (day trading
                         Ended           Ended           Ended           Ended            began) to
                      September 30,   September 30,   September 30,   September 30,     September 30,
                         2003(%)         2003(%)         2003(%)         2003(%)            2003(%)
                      -------------   -------------   -------------   -------------   -----------------
<S>                   <C>             <C>             <C>             <C>             <C>
Fund NAV Return

Fund Market Value
Return

Credit Suisse First
Boston Convertible
Securities Index

S&P 500 Index

Russell 2000(r)
Index

</TABLE>

     It should be noted that the NAV Return for the period from June 30, 1986
through September 30, 2003 is based on the Fund's initial NAV of $9.30 per
share, rather than the initial public offering price of $10.00 per share.
Accordingly, that figure does not reflect underwriting commissions and discounts
or expenses of the offering paid by stockholders who purchased the Fund's shares
in the initial public offering.

     The above results represent past performance and should not be considered
an indication of future performance from an investment in the Fund today.  They
are provided only to give an historical perspective of the Fund.  The investment

                                        10

<PAGE>

return and net asset and market prices will fluctuate, so that shares of Common
Stock may be worth more or less than their original cost when sold.

                                      THE OFFER

Terms of the Offer

     The Fund is offering to common stockholders of record, as of the close of
business on the Record Date, Rights to subscribe for an aggregate of __________
Shares of the Common Stock of the Fund.

     Each stockholder is being issued one Right for each whole share of Common
Stock owned on the Record Date rounded up to the nearest number of Rights evenly
divisible by six.  The Rights entitle a stockholder to acquire at the
subscription price one Share for each six Rights held.  Fractional Shares will
not be issued upon the exercise of Rights.  In the case of shares held of record
by a Nominee, the number of Rights issued to such Nominee will be adjusted to
permit rounding up (to the nearest number of Rights evenly divisible by six) of
the Rights to be received by each of the beneficial owners for whom it is the
holder of record only if the Nominee provides to the Fund, on or before the
close of business on November 18, 2003, a written representation of the number
of Rights required for such rounding.

     Rights may be exercised at any time during the subscription period, which
commences on October 17, 2003 and ends as of 5:00 p.m., Eastern time, on
November 19, 2003 (the "Subscription Period") unless extended by the Fund (such
date, as it may be extended, is referred to in this Prospectus as the
"Expiration Date").  A stockholder's right to acquire one additional Share for
each six Rights held during the Subscription Period at the subscription price is
referred to as the "Primary Subscription."  The Rights are evidenced by
subscription certificates ("Subscription Certificates"), which will be mailed to
stockholders or their Nominee.

     The subscription price (the "Subscription Price") will be the lesser of 95%
of (A) the net asset value per share of the Fund's Common Stock on November 20,
2003, (the "Pricing Date") or (B) the average of the volume-weighted average
sales prices of a share on the AMEX on the Pricing Date and the four preceding
trading days.  Since the time of the close of the Offer on the Expiration Date
is prior to the Pricing Date, holders who choose to exercise their Rights will
not know the Subscription Price at the time they exercise their Rights.

     In addition, any stockholder who fully exercises all Rights issued to him
or her is entitled to subscribe for additional Shares, which were not otherwise
subscribed for in the Primary Subscription, at the Subscription Price (the
"Over-Subscription Privilege"). Shares acquired pursuant to the Over-
Subscription Privilege are subject to allotment, which is more fully discussed
below under "The Offer - Over-Subscription Privilege."

     The Rights are non-transferable.  Therefore, only the underlying Shares,
and not the Rights, will be listed for trading on the AMEX.

Purposes of the Offer

     The Board of Directors of the Fund has determined that (i) it would be in
the best interests of the Fund and its stockholders to increase the assets of
the Fund available for investment thereby permitting the Fund to be in a better
position to more fully take advantage of investment opportunities that may
arise, and (ii) the potential benefits of the Offer to the Fund and its
stockholders will outweigh the dilution to stockholders who do not fully
exercise their Rights.  The proceeds of the Offer will enable the Fund's
portfolio managers to take advantage of perceived investment opportunities
without having to sell existing portfolio holdings which they otherwise would
retain.  Increasing the size of the Fund also might result in lowering the

                                        11

<PAGE>

Fund's expenses as a percentage of average net assets.  The Offer seeks to
reward investors by giving existing stockholders the opportunity to purchase
additional Shares at a price below market and/or net asset value and without
brokerage commissions.

     Currently, the majority of new convertible offerings are made pursuant to
Rule 144A of the Securities Act of 1933, as amended (the "Securities Act").  In
order to participate in these offerings, a buyer must qualify as a Qualified
Institutional Buyer ("QIB") which requires $100 million under management.
Although the assets of the Fund are less than $100 million, the Fund is able to
participate in these offerings because its investment adviser, Davis-Dinsmore
Management Company (the "Adviser"), is a QIB (it is an investment adviser
registered under the Investment Advisers Act of 1940, as amended, and invests on
a discretionary basis at least $100 million in securities).  If the Adviser no
longer qualified as a QIB, the Fund would no longer be able to participate in
Rule 144A offerings.  However, if the Offer is successful, the Fund would
independently qualify as a QIB and thus be able to participate in Rule 144A
offerings.

     The Adviser will benefit from the Offer because its fees are based on the
average weekly net assets of the Fund.  See "Management of the Fund-Management
Fees."  It is not possible to state precisely the amount of additional
compensation the Adviser will receive as a result of the Offer because it is not
known how many Shares will be subscribed for and because the net proceeds of the
Offer will be invested in additional portfolio securities that will fluctuate in
value.  Two of the Fund's Directors who voted to authorize the Offer are
"interested persons," within the meaning of the Investment Company Act of 1940
as amended, (the "1940 Act"), of the Adviser, and therefore could benefit
indirectly from the Offer.  The other seven Directors are not "interested
persons" of the Fund or the Adviser.

     The Fund may, in the future, choose to make additional rights offerings
from time to time for a number of shares and on terms that may or may not be
similar to this Offer.  Any such future rights offerings will be made in
accordance with the then applicable requirements of the 1940 Act and the
Securities Act.

     There can be no assurance that the Fund or its stockholders will achieve
any of the foregoing objectives or benefits through the Offer.

Over-Subscription Privilege

     If some stockholders do not exercise all of the Rights initially issued to
them, any Shares for which subscriptions have not been received from
stockholders will be offered by means of the Over-Subscription Privilege to
those stockholder who have exercised all of the Rights initially issued to them
and who wish to acquire additional Shares.  Stockholders who exercise all of the
Rights initially issued to them should indicate on the Subscription Certificate
how many Shares they are willing to acquire through this Over-Subscription
Privilege.  If sufficient Shares remain after completion of the Primary
Subscription, all over-subscription requests will be honored in full.  However,
if sufficient Shares are not available to honor all over-subscription requests,
the available Shares will be allocated among those who over-subscribe based on
the number of Rights originally issued to them by the Fund, so that the number
of Shares issued to stockholders who subscribe through the Over-Subscription
Privilege will generally be in proportion to the number of shares of the Fund
owned by them on the Record Date.  The percentage of remaining Shares each over-
subscribing Stockholder may acquire may be rounded up or down to result in
delivery of whole Shares.  The allocation process may involve a series of
allocations in order to ensure that the total number of Shares available for
over-subscriptions is distributed, as nearly as may be practicable, on a pro
rata basis.  The Fund will not offer or sell any Shares which are not subscribed
for through the Primary Subscription or the Over-Subscription Privilege.  The

                                        12

<PAGE>

Over-Subscription Privilege may result in additional dilution of interest and
voting rights to stockholders, and additional reduction in the Fund's NAV per
share.

     Thomas H. Dinsmore and Jane D. O'Keeffe (control persons of the Adviser)
and certain other officers and employees of the Adviser may purchase shares of
Common Stock in the Primary Subscription and the Over-Subscription Privilege.
Any such purchases will be made on the same terms applicable to other
stockholders.

Subscription Price

     The Subscription Price for the Shares to be issued pursuant to the Offer
will be the lesser of 95% of (A) the net asset value per share of the Fund's
Common Stock on the Pricing Date or (B) the average of the volume-weighted
average sales prices of a share on the AMEX on the Pricing Date and the four
preceding trading days.  For example, if the net asset value per Share on the
Pricing Date is $___________ and the average of the volume-weighted average sale
prices of a Share on the AMEX on the Pricing Date and the four preceding trading
days is $_______, the Subscription Price would be $________ (95% of net asset
value).  If, however, the net asset value per Share on the Pricing Date is
$______ and the average of the volume-weighted average sale prices of a Share on
the AMEX on the Pricing Date and the four preceding trading days is $_____, the
Subscription Price would be $_____ (95% of the average sale prices).

     The actual Subscription Price will not be determined until the Pricing
Date.  Therefore, stockholders wishing to exercise Rights must send to American
Stock Transfer & Trust Company prior to the Expiration Date either: (i) the
Estimated Subscription Price of $______ per Share, together with a completed
Subscription Certificate, or (ii) a Notice of Guaranteed Delivery guaranteeing
delivery of a properly completed and executed Subscription Certificate and
payment for the Shares.  see "The Offer - Methods of Exercising Rights" and "The
Offer - Payment For Shares" on pages ___.

     The Fund announced the proposed Offer on July 18, 2003.  The NAV per share
of the Fund's Common Stock at the close of business on July 17, 2003 and October
__, 2003 were $8.54 and $__________, respectively, and the last reported sales
prices of a share of the Fund's Common Stock on the AMEX on those dates were
$8.30 and $__________, respectively.

Expiration of the Offer

     The Expiration Date is 5:00 p.m., Eastern time, on November 19, 2003,
unless extended by the Fund.  The Rights will expire on the Expiration Date and
may not be exercised after that date.  Since the close of the Offer on the
Expiration Date is prior to the Pricing Date, stockholders who choose to
exercise their Rights will not know the Subscription Price when they decide
whether to acquire Shares on Primary Subscription or through the Over-
Subscription Privilege.

Subscription Agent

     The Subscription Agent for the Offer is American Stock Transfer & Trust
Company ("Subscription Agent"), which will receive, for its administrative,
processing, invoicing and other services as Subscription Agent, an estimated fee
of $25,000 and reimbursement for all out-of-pocket expenses related to the
Offer.  The Subscription Agent is also the Fund's Transfer Agent.  Stockholder
inquiries may be directed to Georgeson Shareholder Communications Inc., the
Information Agent (toll free) at (888) 705-1032.  SIGNED SUBSCRIPTION
CERTIFICATES SHOULD BE SENT TO AMERICAN STOCK TRANSFER & TRUST COMPANY, BY ONE
OF THE FOLLOWING METHODS:

                                        13

<PAGE>

     (1)  BY FIRST CLASS MAIL:
          American Stock Transfer & Trust Company
          59 Maiden Lane
          New York, NY 10038


     (2)  BY EXPRESS MAIL OR OVERNIGHT COURIER:
          American Stock Transfer & Trust Company
          59 Maiden Lane
          New York, NY 10038


     (3)  BY HAND:
          (9:00 a.m. - 5:00 a.m. New York City Time)
          59 Maiden Lane
          Plaza Level
          New York, NY 10038

          DELIVERY TO AN ADDRESS OTHER THAN THE ABOVE DOES NOT CONSTITUTE GOOD
          DELIVERY.

Information Agent

     Any questions or requests for assistance may be directed to the Information
Agent at its telephone number listed below:

                    Georgeson Shareholder Communications Inc.
                                 (888) 705-1032

     Stockholders may also call the Fund at (973) 631-1177 or contact their
Nominees, who hold shares for the account of others, for information with
respect to the Offer.

     The Fund will pay a fee of $7,500 to Georgeson Shareholder Communications
Inc. and reimbursement for all out-of-pocket expenses related to its services as
Information Agent.

Method of Exercising Rights

     Stockholders of record may exercise their Rights by filling in and signing
the accompanying Subscription Certificate and mailing it in the envelope
provided or by delivering the completed and signed Subscription Certificate to
the Subscription Agent, together with any required payment for the Shares as
described below under "Payment for Shares."  Stockholders of record may also
exercise Rights by contacting a broker, bank, trust company or financial
institution ("Intermediary") which can arrange, on a stockholder's behalf, to
guarantee delivery (using a "Notice of Guaranteed Delivery") of a properly
completed and executed Subscription Certificate and payment for the Shares.

     Rights may also be exercised by a stockholder whose shares are held by a
Nominee, by contacting such Nominee, which can arrange, on the stockholder's
behalf, to guarantee delivery (using a "Notice of Guaranteed Delivery") of a
properly completed and executed Subscription Certificate and payment for the
Shares.

                                        14

<PAGE>

     The Nominee or Intermediary may charge a fee for this service.  Fractional
Shares will not be issued.  Completed Subscription Certificates must be received
by the Subscription Agent prior to 5:00 p.m., Eastern time, on the Expiration
Date (unless payment is to be effected by means of a notice of guaranteed
delivery (see "Payment for Shares")) at the offices of the Subscription Agent.

          STOCKHOLDERS WHO ARE RECORD OWNERS. Stockholders who are
          record owners can choose between either option set forth
          below under "Payment for Shares."  If time is of the
          essence, option (2) will permit delivery of the Subscription
          Certificate and payment after the Expiration Date.

          INVESTORS WHOSE SHARES ARE HELD THROUGH A NOMINEE.
          Stockholders whose shares are held by a Nominee, such as a
          broker, bank, trust company or financial institution, must
          contact that Nominee to exercise their Rights.  In that
          case, the Nominee will complete the Subscription Certificate
          on behalf of the stockholder and arrange for proper payment
          by one of the methods set forth below under "Payment for
          Shares."

          NOMINEES. Nominees who hold shares for the account of
          others should notify the respective beneficial owners of
          such shares as soon as possible to ascertain such beneficial
          owners' intentions and to obtain instructions with respect
          to the Rights.  If the beneficial owner so instructs, the
          Nominee should complete the Subscription Certificate and
          submit it to the Subscription Agent, together with the
          proper payment described below under "Payment for Shares."

Payment for Shares

     Stockholders who acquire Shares in the Primary Subscription or pursuant
to the Over-Subscription Privilege may choose between the following methods
of payment:

     (1)  A record owner can send payment for the Shares acquired in the
          Primary Subscription and any additional Shares subscribed for
          pursuant to the Over-Subscription Privilege, together with the
          Subscription Certificate, to the Subscription Agent based on the
          Estimated Subscription Price of $__________ per Share.  To be
          accepted, such payment, together with the Subscription Certificate,
          must be received by the Subscription Agent prior to 5:00 p.m.,
          Eastern time, on the Expiration Date.

     (2)  If your Nominee or Intermediary delivered a Notice of Guaranteed
          Delivery to the Subscription Agent prior to the Expiration Date, your
          Nominee or Intermediary must send payment for the Shares acquired in
          the Primary Subscription and any additional Shares subscribed for
          pursuant to the Over-Subscription Privilege, together with the
          Subscription Certificate, to the Subscription Agent based on the
          Estimated Subscription Price of $__________ per Share.  To be
          accepted, such payment together with the Subscription Certificate
          must be received by the Subscription Agent prior to 5:00 pm., Eastern
          time, on the third (3rd) business day after the Expiration Date
          (November 24, 2003, unless the Offer is extended).

     IF THE FIRST METHOD DESCRIBED ABOVE IS USED, PAYMENT BY MONEY ORDER,
PERSONAL CHECK, CERTIFIED CHECK OR BANK CASHIER'S CHECK MUST ACCOMPANY ANY
SUBSCRIPTION CERTIFICATE FOR THE SUBSCRIPTION CERTIFICATE TO BE ACCEPTED.

                                        15

<PAGE>

     STOCKHOLDERS WILL HAVE NO RIGHT TO RESCIND THEIR SUBSCRIPTION AFTER RECEIPT
OF THEIR PAYMENT FOR SHARES BY THE SUBSCRIPTION AGENT, EXCEPT AS PROVIDED BELOW
UNDER "RISK FACTORS AND SPECIAL CONSIDERATIONS - POSSIBLE SUSPENSION OF THE
OFFER."

     The method of delivery of Subscription Certificates and payment of the
Subscription Price to the Fund will be at the election and risk of the
stockholders, but if sent by mail it is recommended that such Subscription
Certificates and payment be sent by registered mail, properly insured, with
return receipt requested, and that a sufficient number of days be allowed to
ensure delivery to the Fund and clearance of payment prior to 5:00 p.m., Eastern
time, on the Expiration Date.  If you pay directly, you have a choice of paying
by money order, personal check, certified check, bank cashier's check, or by
wire transfer.  If you choose to pay by personal check, you will need to deliver
your check to the Subscription Agent not less than 5 business days before the
Expiration Date, since your check must clear before the Expiration Date.

     A confirmation will be sent by the Subscription Agent to each subscribing
stockholder (or, if the Fund's Shares on the Record Date are held by a Nominee,
to such Nominee) by November __, 2003 (the "Confirmation Date"), showing (i) the
number of Shares acquired pursuant to the Primary Subscription; (ii) the number
of Shares, if any, acquired through the Over-Subscription Privilege; (iii) the
per Share and total purchase price for the Shares; and (iv) any additional
amount payable by the stockholder to the Fund or any excess to be refunded by
the Fund to the stockholder, in each case based on the Subscription Price as
determined on the Pricing Date.  In the case of any stockholder who exercises
his or her right to acquire Shares pursuant to the Over-Subscription Privilege,
any excess payment which would otherwise be refunded to the stockholder will be
applied by the Fund toward payment for additional Shares acquired pursuant to
exercise of the Over-Subscription Privilege.  Any additional payment required
from a stockholder must be received by the Subscription Agent within ten (10)
days after the Confirmation Date.  Any excess payment to be refunded by the Fund
to a stockholder will be mailed by the Subscription Agent to such stockholder as
promptly as possible within ten (10) business days after the Confirmation Date.
All payments by a stockholder must be made in United States dollars by money
order or check drawn on a bank located in the United States of America and
payable to AMERICAN STOCK TRANSFER & TRUST COMPANY.

     Issuance and delivery of certificates for the Shares purchased are subject
to collection of checks and actual payment through any Notice of Guaranteed
Delivery.

     If a stockholder who acquires Shares pursuant to the Primary Subscription
or Over-Subscription Privilege does not make payment of all amounts due by the
tenth (10th) day after the Confirmation Date, the Fund reserves the right to (i)
find other purchasers for such subscribed and unpaid Shares; (ii) apply any
payment actually received by it toward the purchase of the greatest number of
whole Shares which could be acquired by such stockholder upon exercise of the
Primary Subscription and/or Over-Subscription Privilege; and/or (iii) exercise
any and all other rights and/or remedies to which it may be entitled, including,
without limitation, the right to set-off against payments actually received by
it with respect to such subscribed Shares.

     All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Fund, whose determinations will
be final and binding.  The Fund in its sole discretion may waive any defect or
irregularity, or permit a defect or irregularity to be corrected within such
time as it may determine, or reject the purported exercise of any Right.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as the Fund determines
in its sole discretion.  The Fund will not be under any duty to give
notification of any defect or irregularity in connection with the submission of
Subscription Certificates or incur any liability for failure to give such
notification.

                                        16

<PAGE>

Delivery of Share Certificates

     Participants in the Fund's Automatic Dividend Investment and Cash Payment
Plan (the "Plan") will have any Shares acquired in the Primary Subscription and
pursuant to the Over-Subscription Privilege credited to their accounts in the
Plan.  Stock certificates will not be issued for Shares credited to Plan
accounts.  Stockholders whose Shares are held of record by a Nominee on their
behalf will have any Shares acquired in the Primary Subscription and pursuant to
the Over-Subscription Privilege credited to the account of such Nominee.  For
all other stockholders, stock certificates for all Shares acquired will be
mailed promptly after full payment for the subscribed Shares has been received
and cleared.

Federal Income Tax Consequences of the Offer

     Stockholders who receive Rights pursuant to the Offer will not recognize
taxable income for U.S. Federal income tax purposes upon their receipt of the
Rights.  If Rights issued to a Stockholder expire without being exercised, no
basis will be allocated to such Rights, and such Stockholder will not recognize
any gain or loss for U.S. Federal income tax purposes upon such expiration.

     The tax basis of a stockholder's Common Stock will remain unchanged, and
the stockholder's basis in the Rights will be zero.  Notwithstanding this
general rule, each stockholder may elect, with respect to all Rights issued to
him, to allocate the tax basis of all shares of Common Stock that he holds on
the Record Date between such shares and the Rights issued to him in proportion
to their fair market values on the Record Date.  To be valid, this election must
be made by the stockholder in a statement attached to his timely-filed Federal
income tax return for the taxable year that includes the Record Date and, once
made, is irrevocable.  However, if on the Record Date the fair market value of
the Rights is 15% or more of the fair market value of the Common Stock, each
stockholder will be required to allocate the tax basis of his shares of Common
Stock in the manner described above in determining gain or loss on any
subsequent sales of Common Stock or Rights.  A stockholder who exercises Rights
will not recognize any gain or loss for U.S. Federal income tax purposes upon
the exercise.  The basis of the newly acquired Common Stock will equal the
Subscription Price paid for the Common Stock.  Upon a sale or exchange of the
Common Stock so acquired, the stockholder will recognize gain or loss measured
by the difference between the proceeds of the sale or exchange and the cost
basis of such Common Stock.  Assuming the stockholder holds the Common Stock as
a capital asset, any gain or loss realized upon its sale will generally be
treated as a capital gain or loss, which gain or loss will be short-term or
long-term, depending on the length of the stockholder's holding period for such
Common Stock.  However, any loss recognized upon the sale of shares of Common
Stock with a tax holding period of 12 months or less will be treated as a
long-term capital loss to the extent of any capital gain distribution previously
received by the stockholder with respect to such Shares, and a loss may be
disallowed under wash sale rules to the extent that the stockholder purchases
additional Common Stock (including by reinvestment of distributions) within 30
days before or after the sale date.  The holding period for Common Stock
acquired upon the exercise of Rights will begin on the date of exercise of the
Rights.

     The foregoing is a summary of the material U.S. Federal income tax
consequences of the Offer under the provisions of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), and applicable existing and proposed
regulations thereunder, all as currently in effect and all subject to change at
any time, perhaps with retroactive effect.  It does not include any state, local
or foreign tax consequences of the Offer.  This summary is generally applicable
to stockholders that are United States persons as defined in the Code.  Further,
this summary is not intended to be, nor should it be, construed as legal or tax
advice, and stockholders are urged to consult their own tax advisors to
determine the tax consequences to them of the Offer and their ownership of
Rights and Common Stock.

                                        17

<PAGE>

                     RISK FACTORS AND SPECIAL CONSIDERATIONS

Dilution

     If you do not exercise all of your Rights during the Subscription Period,
when the Offering is over you will own a relatively smaller percentage of the
Fund than if you had exercised all of your Rights.  The Fund cannot tell you
precisely how much smaller the percentage of the Fund that you would own will be
because the Fund does not know how many of the Fund's stockholders will exercise
their Rights and how many of their Rights they will exercise.  Further, if you
do not submit subscription requests pursuant to the Over-Subscription Privilege,
you may experience further dilution in your holdings.

     Stockholders will experience an immediate dilution of the aggregate NAV of
Shares as a result of the completion of the Offer because (i) the Subscription
Price per Share will be less than the Fund's NAV per Share on the Expiration
Date, (ii) the Fund will incur expenses in connection with the Offer, and (iii)
the number of Shares outstanding after the Offer will increase in a greater
percentage than the increase in the size of the Fund's assets.  Such dilution
may, under certain circumstances, be substantial. This dilution also will affect
stockholders to a greater extent if they do not exercise their Rights in full.
It is not possible to state precisely the amount of any decreases in either NAV
or in ownership interests, because it is not known at this time what the NAV per
Share will be at the Expiration Date or what proportion of the Shares will be
subscribed.  Finally, there may be a dilution of earnings per Share due to the
increase in the number of Shares outstanding, but only to the extent that
investments of the proceeds of the Offer do not achieve the same return as
current investments held by the Fund.  To the extent such investments achieve a
better return than current investments, earnings per Share will experience
appreciation.

     The following example assumes that all of the Shares are sold at the
Estimated Subscription Price of [$    ] and after deducting all expenses related
to the issuance of the Shares.
<TABLE>
<CAPTION>
                    NAV per Share on       Dilution per Share in
                    October ____, 2003     Dollars                   Percentage Dilution

<S>                 <C>                    <C>                        <C>
Primary             $                      $                          $
Subscription or
[         ] Shares
</TABLE>

     As of October ___, 2003, the Fund's shares traded at a _____% discount from
NAV.  If the Fund's Common Stock trades at a premium above NAV as of the Pricing
Date, the Fund estimates that such dilution would be minimal.  If, however, the
Fund's Common Stock trades at a discount below NAV as of the Pricing Date, the
Fund estimates that such dilution would increase with the size of the discount
and may, under certain circumstances, be substantial. See "Prospectus Summary -
Risk Factors and Special Considerations - Dilution" and "Description of Capital
Stock - Net Asset Values and Sales Prices."  Except as described in this
Prospectus, you will have no right to rescind your subscription requests after
receipt of your payment for Shares by the Subscription Agent.

Risk of Trading Discounts

     The shares of closed-end investment companies frequently trade at a
discount from net asset value.  This characteristic of shares of a closed-end

                                        18
<PAGE>

fund is a risk separate and distinct from the risk that the Fund's net asset
value may decrease.  Since the commencement of the Fund's operations, the Fund's
Shares have generally traded in the market at a discount to net asset value.
The risk of purchasing shares of a closed-end fund that might trade at a
discount is more pronounced if you wish to sell your shares in a relatively
short period of time.  If you do so, realization of a gain or loss on your
investment is likely to be more dependent upon the existence of a premium or
discount than upon portfolio performance.  The Fund's Shares are not subject to
redemption.  Investors desiring liquidity may, subject to applicable securities
laws, trade their Shares in the Fund on any exchange where such Shares are then
trading at current market value, which may differ from the then current net
asset value.  Moreover, stockholders expecting to sell their Shares during the
course of the Offer should be aware that there is a greater risk that the
potential discount referred to above, which may increase during the Offer, will
adversely affect them.  This increased risk is because, among other things, the
market price per Share may reflect the anticipated dilution that will result
from this Offer.  The Fund cannot predict whether the Shares will trade at a
discount or premium to NAV after completion of the Offer.

Risk of Decline in NAV

     As with any investment company that invests in convertible securities, the
Fund is subject to market risk - the possibility that convertible securities
will decline over short or extended periods of time.  As a result, the value of
an investment in the Fund's Common Stock will fluctuate with the market, and you
could lose money over short or long periods of time.  It is the Fund's policy to
invest at least 80% 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.  See
"Investment Objectives and Policies - Discussion of Convertible Securities."

Risk Factors of Convertible Securities

     Convertible debt securities and preferred stocks may depreciate in value if
the market value of the underlying equity security declines or if rates of
interest increase.  In addition, although debt securities are liabilities of a
corporation which the corporation is generally obligated to repay at a specified
time, debt securities, particularly convertible debt securities, are often
subordinated to the claims of some or all of the other creditors of the
corporation.

     Mandatory conversion securities may limit the potential for capital
appreciation and, in some instances, are subject to complete loss of invested
capital.  Other innovative convertibles include "equity-linked" securities,
which are securities or derivatives that may have fixed, variable, or no
interest payments prior to maturity, may convert (at the option of the holder or
on a mandatory basis) into cash or a combination of cash and equity securities,
and may be structured to limit the potential for capital appreciation.  Equity-
linked securities may be illiquid and difficult to value and may be subject to
greater credit risk than that of other convertibles.  Moreover, mandatory
conversion securities and equity-linked securities have increased the
sensitivity of the convertible securities market to the volatility of the equity
markets and to the special risks of those innovations, which may include risks
different from, and possibly greater than, those associated with traditional
convertible securities.

     Preferred stocks are equity securities in the sense that they do not
represent a liability of the corporation.  In the event of liquidation of the
corporation, and after its creditors have been paid or provided for, holders of
preferred stock are generally entitled to a preference as to the assets of the
corporation before any distribution may be made to the holders of common stock.
Debt securities normally do not have voting rights.  Preferred stocks may have
no voting rights or may have voting rights only under certain circumstances.
For a more detailed description of Preferred Stock, see "Risk Factors and

                                        19
<PAGE>

Special Considerations - Other Investments" in the Statement of Additional
Information.

Credit Risk

     Credit risk is the risk that an issuer will fail to pay interest or
dividends and principal in a timely manner.  Companies that issue convertible
securities may be small to medium-size, and they often have low credit ratings.
In addition, the credit rating of a company's convertible securities is
generally lower than that of its conventional debt securities.  Convertible
securities are normally considered "junior" securities - that is, the company
usually must pay interest on its conventional debt before it can make payments
on its convertible securities.  Credit risk could be high for the Fund, because
it could invest in securities with low credit quality.

Interest Rate Risk

     Interest rate risk is the possibility that prices of securities will
decline along with overall bond prices, over short or even long periods, because
of rising interest rates.  Convertible securities are particularly sensitive to
interest rate changes when their predetermined conversion price is much higher
than the issuing company's common stock.

Sector Risk

     Sector risk is the risk that returns from the economic sectors in which
convertible securities are concentrated will trail returns from other economic
sectors.  As a group, sectors tend to go through cycles of doing better-or-worse
than the convertible securities market in general.  These periods have, in the
past, lasted for as long as several years.  Moreover, the sectors that dominate
this market change over time.

Manager Risk

     Manager risk is the risk that poor security selection will cause the Fund
to underperform other funds with a similar investment objective.

Ineligibility of Shares Issued to Receive Next Dividend

     Historically, the Fund has paid quarterly dividends to its stockholders.
It is likely that the Fund's Board of Directors will declare a dividend during
the Subscription Period.  Because the record date for such dividend would be
prior to the Expiration Date, any Shares issued pursuant to the Offer would not
be eligible to receive such dividend.

Possible Suspension of the Offer

     The Fund has, as required by the Securities and Exchange Commission's
("SEC") registration form, undertaken to suspend the Offer until it amends this
Prospectus if, subsequent to October    , 2003, the effective date of the Fund's
Registration Statement, the Fund's net asset value declines more than 10% from
its net asset value as of October ___, 2003.  The Fund will notify stockholders
of any such decline and suspension and thereby permit them to cancel their
exercise of Rights.

                                        20
<PAGE>
                                 USE OF PROCEEDS

     The Fund estimates the net proceeds of the Offer to be approximately
$__________.  These figures assume (i) all Rights are exercised in full, (ii) a
Subscription Price of $__________ and (iii) payment of offering expenses of
approximately $__________.  The Adviser anticipates that investment of the net
proceeds of the Offer in accordance with the Fund's investment objectives and
policies will take up to _________ months from October ___, 2003 depending on
market conditions and the availability of appropriate securities.  Pending
investment, the net proceeds of the Offer will be held in the types of short-
term debt securities and instruments in which the Fund may invest.  As a result
of this short-term investment of the proceeds, a lower yield may be realized.

                       INVESTMENT OBJECTIVES AND POLICIES

Investment Objectives

     The Fund invests primarily in convertible securities with the objectives of
providing income and the potential for capital appreciation (which objectives
the Fund considers to be relatively equal due to the nature of the securities in
which it invests).  These investment objectives may be changed by the Fund's
Board of Directors without the approval of a majority of the Fund's outstanding
voting securities.  There are market risks inherent in any investment, and there
is no assurance that the Fund's primary investment objectives will be achieved.

Investment Policies

     The Fund expects that a substantial majority of its invested assets will
consist of convertible securities.  The Fund has adopted a non-fundamental
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 the approval of a majority of the Fund's outstanding
voting securities.  The Fund will provide stockholders with at least 60 days
prior notice of any change to this investment policy.

     In addition to the non-fundamental policy respecting convertible
securities, the Fund has also adopted a fundamental policy that, under normal
market conditions it will invest at least 65% of its total assets in convertible
securities (i.e., bonds, debentures, corporate notes, preferred stock or other
securities 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 investment policy cannot be changed without
the approval of a majority of the Fund's outstanding voting securities.  The
remainder of the Fund's total assets may be invested in other securities,
including non-convertible equity and debt securities, options, warrants, U.S.
Government or agency obligations, or repurchase agreements or they may be held
as cash or cash equivalents.  The Fund is not required to sell securities for
the purpose of assuring that 65% of its total assets are invested in convertible
securities.

     The Fund's investment policies are subject to certain restrictions.  For a
complete list of the Fund's investment restrictions, see "Investment
Restrictions" in the Statement of Additional Information.

Discussion of Convertible Securities

     The Fund will invest primarily in convertible securities, including bonds,
debentures, corporate notes, preferred stock or other securities which may be

                                        21
<PAGE>

exchanged or converted into a predetermined number of the issuer's underlying
common stock at the option of the Fund during a specified time period.  Prior to
their conversion, convertible securities have the same overall characteristics
as non-convertible debt securities insofar as they generally provide a stable
stream of income with generally higher yields than those of equity securities of
the same or similar issuers.  Convertible securities rank senior to common stock
in an issuer's capital structure.  They are of higher credit quality and entail
less risk than an issuer's common stock, although the extent to which such risk
is reduced depends in large measure upon the degree to which the convertible
security sells above its value as a fixed income security.

     The Fund is also permitted to invest in securities with innovative
structures, which have become more common in the convertible securities market.
These include "mandatory conversion" securities, which consist of debt
securities or preferred stocks that convert automatically into equity securities
of the same or a different issuer at a specified date and conversion ratio.

     The market value of a convertible security may be viewed as comprised of
two components:  its "investment value," which is its value based on its yield
without regard to its conversion feature; and its "conversion value," which is
its value attributable to the underlying common stock obtainable on conversion.
The investment value of a convertible security is influenced by changes in
interest rates and the yield of similar non-convertible securities, with
investment value declining as interest rates increase and increasing as interest
rates decrease.  The conversion value of a convertible security is influenced by
changes in the market price of the underlying common stock.  If, because of a
low price of the underlying common stock, the conversion value is low relative
to the investment value, the price of the convertible security is governed
principally by its investment value.  To the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the
convertible security will be increasingly influenced by its conversion value,
and the convertible security may sell at a premium over its conversion value to
the extent investors place value on the right to acquire the underlying common
stock while holding a fixed income security.

     Accordingly, convertible securities have unique investment characteristics
because (i) they have relatively high yields as compared to common stocks, (ii)
they have defensive characteristics since they provide a fixed return even if
the market price of the underlying common stock declines, and (iii) they provide
the potential for capital appreciation if the market price of the underlying
common stock increases.

     A convertible security may be subject to redemption at the option of the
issuer at a price established in the charter provision or indenture pursuant to
which the convertible security is issued.  If a convertible security held by the
Fund is called for redemption, the Fund will be required to surrender the
security for redemption, convert it into the underlying common stock or sell it
to a third party.  Before the Fund purchases a convertible security it will
review carefully the redemption provisions of the security.

     There may be additional types of convertible securities with features not
specifically referred to herein in which the Fund may invest consistent with its
investment objectives and policies.  For a discussion of risk factors of
convertible securities see "Risk Factors and Special Considerations - Risks of
Convertible Securities."

Other Investment Techniques

     SHORT SALES.  Although the Fund does not generally do so, the Fund may make
short sales of securities which it owns or which it has the right to acquire
through conversion or exchange of other securities it owns.  In a short sale,
the Fund does not immediately deliver the securities sold and does not receive
the proceeds from the sale.  The Fund is said to have a short position in the

                                        22
<PAGE>

securities sold until it delivers the securities sold, at which time it receives
the proceeds of the sale.  The Fund may not make short sales or maintain a short
position if, after giving effect to such short sale, or if, as a result of
maintaining such short position, more than 25% of the Fund's total assets, taken
at market value, are held as collateral for such sales.  For a more detailed
description of the Fund's use of Short Sales see "Risk Factors and Special
Considerations - Other Investment Techniques" in the Statement of Additional
Information.

     LENDING OF PORTFOLIO SECURITIES.  Although the Fund does not presently
intend to do so, the Fund may lend securities representing up to 10% of its
total assets, taken at market value, to securities firms and financial
institutions such as banks and trust companies and receive therefor collateral
in cash or securities issued or guaranteed by the United States Government
("Government Securities") which are maintained at all times in an amount equal
to at least 100% of the current market value of the loaned securities.  For a
more detailed description of the Fund's Lending of Portfolio Securities, see
"Risk Factors and Special Considerations - Other Investment Techniques" in the
Statement of Additional Information.

Other Investments

     OPTIONS.  Although the Fund does not presently intend to do so, the Fund
may, and to a limited extent, (i) sell (write) covered call options on common
stocks which it owns or has an immediate right to acquire through conversion or
exchange of other securities; or (ii) purchase put options on such common stocks
or on broadly based stock market indices.  The Fund may also enter into closing
transactions with respect to such options.  All options written or purchased by
the Fund must be listed on a national securities exchange.  The Fund may not
sell (write) call options on more than 25% of its total assets, taken at market
value, and then only if such options are "covered," i.e., they are written on
common stocks owned by the Fund or which the Fund has an immediate right to
acquire through conversion or exchange of other securities; or invest more than
2% of its total assets, taken at market value, in the purchase of put options on
common stocks owned by the Fund or which it has an immediate right to acquire
through conversion or exchange of other securities and in the purchase of put
options on one or more broadly based stock market indices.  The Fund may enter
into closing transactions with respect to call options which it has written.
The Fund may only write or purchase options listed on a national securities
exchange.  Except as stated above the Fund may not engage in options
transactions.  For a more detailed description of the Fund's use of Options see
"Risk Factors and Special Considerations - Other Investments" in the Statement
of Additional Information.

     ILLIQUID SECURITIES.  The Fund may invest up to 20% of its net assets in
securities that are illiquid.  Illiquid securities include securities that have
no readily available market quotations and cannot be disposed of promptly
(within seven days) in the normal course of business at a price at which they
are valued.  Illiquid securities may include securities that are subject to
restrictions on resale ("restricted securities") because they have not been
registered under the Securities Act.  For a more detailed description of
Illiquid Securities see "Risk Factors and Special Considerations - Other
Investments - Illiquid Securities" in the Statement of Additional Information.

     FOREIGN SECURITIES.  Although the Fund does not generally do so, the Fund
may invest up to 10% of its total assets, taken at market value, in securities
of foreign issuers.  Foreign securities involve certain additional risks, such
as political or economic instability of the issuer or of the country of issue,
fluctuating exchange rates and the possibility of imposition of exchange
controls.  For a more detailed description of Foreign Securities see "Risk
Factors and Special Considerations - Other Investments" in the Statement of
Additional Information.

     TEMPORARY INVESTMENTS.  The assets of the Fund are normally invested in
convertible securities.  However, for temporary defensive purposes (i.e., when

                                        23
<PAGE>

the Adviser determines that market conditions warrant) or when it has
uncommitted cash balances, the Fund may hold cash or cash equivalents or invest
without limit in:  (1) Government Securities; (2) certificates of deposit,
bankers' acceptances and interest-bearing savings deposits of banks having total
assets of more than $1 billion and which are members of the Federal Deposit
Insurance Corporation; (3) commercial paper rated Prime 1 or higher by Moody's
Investors Service, Inc. ("Moody's") or A-1 or higher by Standard & Poor's
Corporation ("S&P") or, if not rated, issued by companies which have an
outstanding debt issue rated Aa or higher by Moody's or AA or higher by S&P; (4)
other debt securities rated Baa or higher by Moody's or BBB or higher by S&P;
and (5) repurchase agreements as described below.  Accordingly, the composition
of the Fund's portfolio may vary from time to time.

     REPURCHASE AGREEMENTS.  Although the Fund does not presently intend to do
so, as part of its strategy for the temporary investment of cash balances, the
Fund may enter into "repurchase agreements" with maturities of not more than
seven days, pertaining to Government Securities with member banks of the Federal
Reserve System or "primary dealers" (as designated by the Federal Reserve Bank
of New York) in such securities.  The Fund will not invest more than 5% of its
total assets, taken at market value, in repurchase agreements with any single
vendor.  For a more detailed description of Repurchase Agreements see "Risk
Factors and Special Considerations - Other Investments" in the Statement of
Additional Information.

     AMERICAN DEPOSITARY RECEIPTS.  The Fund may invest in American Depositary
Receipts ("ADRs").  The Fund's investment in ADRs is subject to the 10%
limitation of investments in foreign securities unless certain conditions
relating to ADRs are met.  Such investment may entail certain risks similar to
foreign securities.  ADRs are certificates representing an ownership interest in
a security or a pool of securities issued by a foreign issuer and deposited with
the depository, typically a bank, and held in trust for the investor.  For a
more detailed description of ADRs, see "Risk Factors and Special Considerations
- - Other Investments" in the Statement of Additional Information.
                        _________________________________

     The Fund's investment objectives and policies are subject to certain
restrictions.  See "Investment Restrictions" in the Statement of Additional
Information.

                             MANAGEMENT OF THE FUND

Directors and Officers

     The overall management of the business and affairs of the Fund is vested in
the Board of Directors.  The Board of Directors approves all significant
agreements between the Fund and persons or companies furnishing services to the
Fund.  The day-to-day operations of the Fund are delegated to the officers of
the Fund and to the Adviser, subject always to the objectives, restrictions and
policies of the Fund and to the general supervision of the Board of Directors.
Certain directors and officers of the Fund are affiliated with the Adviser.

Investment Adviser

     Davis-Dinsmore Management Company, 65 Madison Avenue, Morristown, New
Jersey 07960 (the "Adviser"), serves as the Fund's investment adviser pursuant
to an investment advisory agreement dated January 12, 2001 (the "Advisory
Agreement").  The stockholders of the Fund approved the Advisory Agreement on
January 12, 2001.  Most recently, the Advisory Agreement was continued for a
one-year term by the Board of Directors at a meeting held on November 18, 2002,
for the period ending December 31, 2003.  The Adviser has served in this

                                        24
<PAGE>

capacity since inception of the Fund's business in 1986.  The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended.  The Adviser also serves as the investment adviser to Bancroft
Convertible Fund, Inc. (the "Bancroft Fund"), a closed-end, management
investment company whose shares have traded on the AMEX since 1972.  Thomas H.
Dinsmore and Jane D. O'Keeffe, the Fund's Chairman and President,
respectively, each own more than 25% of the outstanding voting stock of the
Adviser and are deemed to be control persons of the Adviser.

Advisory Agreement

     Pursuant to the Advisory Agreement, the Adviser supervises all aspects of
the Fund's operations, including the investment and reinvestment of cash,
securities or other properties comprising the Fund's assets.  In carrying out
its obligations the Adviser (a) supervises all aspects of the operations of the
Fund; (b) obtains and evaluates pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or any industry or the Fund
or any issuer of securities held or to be purchased by the Fund; (c) determines
which issuers and securities shall be represented in the Fund's investment
portfolio and regularly reports thereon to the Board of Directors; (d) places
orders for the purchase and sale of securities for the Fund; and (e) takes, on
behalf of the Fund, such other action as may be necessary or appropriate in
connection with the foregoing.

     The Adviser pays for the Fund's office space and facilities and the
salaries of the Fund's executive officers and furnishes clerical, bookkeeping
and statistical services to the Fund.  The costs associated with personnel and
certain non-personnel expenses of the office of the Fund's Treasurer, up to a
maximum of $25,000 a year, are reimbursed by the Fund.  The Fund pays all of its
expenses not assumed by the Adviser including expenses in connection with the
offering of its securities, fees and expenses of unaffiliated directors,
salaries of employees other than executive officers, taxes, fees and commissions
of all types, fees of its custodian, registrar, transfer agents and dividend
disbursing agents, and interest, brokerage commissions, legal and accounting
expenses and the like.  The Fund pays or reimburses the Adviser for the direct
costs of postage, printing, copying and travel expenses attributable to the
conduct of the business of the Fund.

Portfolio Management

     The persons primarily responsible for the day-to-day management of the
Fund's portfolio are Thomas H. Dinsmore and Jane D. O'Keeffe, Chairman and
President, respectively, of the Adviser.

     Mr. Dinsmore has served as the Senior Analyst of the Adviser since February
1983, and as Chairman and Chief Executive Officer since August 1996.  In
addition, Mr. Dinsmore has served as Chairman and Chief Executive Officer of the
Fund and the Bancroft Fund since August 1996.  Mr. Dinsmore is a Chartered
Financial Analyst.  Mr. Dinsmore has been a director of the Fund since 1986 and
is also a director of the Bancroft Fund and the Adviser.

     Ms. O'Keeffe has served as President of the Adviser since August 1996.  Ms.
O'Keeffe has served as President of the Fund and the Bancroft Fund since August
1996.  Ms. O'Keeffe has been in the investment business since 1980.  Ms.
O'Keeffe has been a director of the Fund since 1995 and is also a director of
the Bancroft Fund and the Adviser.

Management Fees

     As compensation for its services under the Advisory Agreement, the Adviser
receives 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

                                        25
<PAGE>

net asset value in such month.  For purposes of calculation of the fee, the net
asset value for a month is the average of the Fund's net asset value at the
close of business on the last business day on which the New York Stock Exchange
is open in each week in the month.

     For the fiscal years ended September 30, 2003, 2002 and 2001, the Adviser
received investment advisory fees from the Fund of $________, $666,000 and
$717,000, respectively.

Code of Ethics

     The Fund and the Adviser's Board of Directors approved separate Codes of
Ethics under Rule 17j-1 of the 1940 Act for the Fund and the Adviser
(collectively, the "Codes").  The Codes establish procedures for personal
investing and restrict certain transactions.  See "Code of Ethics" in the
Statement of Additional Information.

                          DESCRIPTION OF CAPITAL STOCK

Common Stock

     The Fund has authorized capital consisting of 20,000,000 shares of Common
Stock, par value $.01 per share.  As of October ___, 2003, __________ shares
were outstanding, none of which was held by the Fund for its account.  Each
share of Common Stock has equal dividend, voting and liquidation rights.  The
shares of Common Stock are fully paid and non-assessable when issued.  The
shares of Common Stock are not redeemable and have no pre-emptive or conversion
rights.  There is no sinking fund provision.  There are no restrictions on the
repurchase or redemption of the Common Stock.  All voting rights for the
election of directors are non-cumulative, which means that the holders of more
than 50% of the shares of Common Stock can elect 100% of the directors then
nominated for election if they choose to do so and, in such event, the holders
of the remaining shares of Common Stock will not be able to elect any directors.

     The following table shows the number of shares of (i) capital stock
authorized and (ii) capital stock outstanding for each class of authorized
securities of the Fund as of October __, 2003 and as adjusted for the Offer.

<TABLE>
<CAPTION>
                                                             Amount
                              Amount        Amount         Outstanding,
           Title of Class   Authorized    Outstanding*     As Adjusted
           --------------   ----------    ------------     -----------
           <S>              <C>           <C>              <C>
           Common Stock     20,000,000

</TABLE>
______________
*    The Fund does not hold any shares of Common Stock for its own account.


Net Asset Values and Sales Prices

     The Fund's shares of Common Stock are publicly held and are listed and
traded on the AMEX under the symbol "ECF."  The following table sets forth for
the periods indicated the high and low sales prices on the AMEX per share of
Common Stock of the Fund, the NAV per share on the dates of the market highs and
lows and the number of shares traded.

                                        26
<PAGE>
<TABLE>
<CAPTION>
                         Market Price Per Share            Net Asset Value
                              and Related                Per Share on Date of
                      Discount(-)/Premium(+) (1)(2)     Market High and Low (3)
                      -----------------------------     -----------------------
Quarter Ended              High           Low              High         Low
                      -------------   -------------     ----------   ----------
<S>                    <C>    <C>     <C>    <C>         <C>           <C>
December 31, 2001      $8.90  +0.5%   $7.85   -9.3%      $8.95         $8.63
March 31, 2002          8.95  +0.3     8.05   -8.6        8.94          8.49
June 30, 2002           8.39  -4.1     7.95   -8.0        8.84          8.42
September 30, 2002      8.24  -1.7     7.00   -9.9        8.38          7.62
December 31, 2002       7.90  -1.5     6.95   -7.5        8.06          7.51
March 31, 2003          7.96  -1.2     7.41   -3.8        8.16          7.69
June 30, 2003           8.42  -3.0     7.52   -5.4        8.71          7.95
September 30, 2003
</TABLE>
(1)  Highest and lowest market price per share reported on the AMEX.
(2)  "Related Discount (-) / Premium (+)" represents the discount or premium
     from NAV of the shares on the date of the high and low market price for the
     respective quarter.
(3)  Based on the Fund's computations.

     As evidenced by the above table, the Common Stock has generally traded in
the market below NAV.  On July 18, 2003, when the proposed Offer was publicly
announced, the NAV per share of Common Stock was $8.59, and the closing price on
the AMEX was $8.45, representing a discount of 1.63% below NAV.  On October __,
2003, such NAV was $__________, and such closing price was $__________,
representing a [premium of _____% above] [discount of _____% below] NAV.

     There can be no assurance that the Common Stock will trade in the future
at, above or below NAV.

                           CERTAIN CHARTER PROVISIONS

     The Fund has provisions in its Amended and Restated Articles of
Incorporation, as amended (the "Charter"), which could have the effect of
limiting the ability of other entities or persons to acquire control of the
Fund, to cause it to engage in certain transactions or to modify its structure.
The Charter provides for three classes of directors.  Directors in each class
serve for a term of three years, with one class expiring each year.  In
addition, directors may be removed only for cause and only by the affirmative
vote of at least two-thirds of the outstanding shares of the Fund's Common
Stock.

     The Charter provides that the affirmative vote of two-thirds of the
outstanding shares of the Fund is necessary to authorize any of the following
actions:  (i) a merger or consolidation with any other company, (ii) the
dissolution of the Fund, (iii) the sale of all or substantially all of the
assets of the Fund, (iv) a change in the classification of the Fund from a
diversified to a non-diversified management investment company as defined under
the 1940 Act, (v) a change in the nature of the business of the Fund so that it
would cease to be an investment company registered under the 1940 Act, and (vi)
any amendment to the Charter which makes the Common Stock a redeemable security
(as such term is defined in the 1940 Act) or reduces the two-thirds vote
required to authorize any of the actions in this paragraph.

     The Charter also provides that, to the fullest extent that limitations on
the liability of directors and officers is permitted by the Maryland General
Corporation Law, no director or officer of the Fund shall be liable to the Fund
or its stockholders for damages.  The foregoing should not be construed to
protect or purport to protect any director or officer of the Fund against any
liability to the Fund or its stockholders to which such director or officer
would otherwise be subject by reason of willful misfeasance, bad faith, gross

                                        27
<PAGE>

negligence or reckless disregard of the duties involved in the conduct of such
office.  The Fund will indemnify and advance expenses to its currently acting
and former directors to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law.  The Fund will indemnify and
advance expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law.  The Board of Directors may, by by-
law, resolution or agreement make further provision for indemnification of
directors, officers, employees and agents of the Fund to the fullest extent
permitted by the Maryland General Corporation Law.

                            REPURCHASES OF SECURITIES

General

     The Fund is a closed-end, diversified management investment company and, as
such, its stockholders generally do not, and will not, have the right to redeem
their shares of the Fund.  Although the Fund will not offer to repurchase its
shares of Common Stock on a periodic basis, it may repurchase its shares from
time to time at such times, and in such amounts, as may be deemed advantageous
to the Fund or otherwise as required by the Charter, although nothing herein
shall be considered a commitment to repurchase such shares.  Any such
repurchases shall be subject to the Maryland General Corporation Law and to
limitations imposed by the 1940 Act.  The Fund may incur debt to finance share
repurchase transactions.  See "Investment Restrictions" in the Statement of
Additional Information.

     Under the 1940 Act, the Fund may repurchase its securities (i) on a
securities exchange or such other open market designated by the SEC (provided
that the Fund has, in the case of purchases of its stock, informed holders of
the class of stock involved within the preceding six months of its intention to
repurchase such stock), (ii) by a tender offer open to all holders of the class
of securities involved or (iii) as otherwise permitted by the SEC.  Where a
repurchase of shares of the Fund is to be made that is not to be effected on a
securities exchange or an open market or by the making of a tender offer, the
1940 Act provides that certain conditions must be met regarding, among other
things, distribution of net income, identity of the seller, price paid,
brokerage commissions, prior notice to holders of the class of its securities
involved of an intention to purchase such securities and the purchase not being
made in a manner or on a basis which discriminates unfairly against the other
holders of such class.

     If the Fund repurchases its shares of Common Stock for a price below their
NAV, the NAV of those shares of Common Stock that remain outstanding would be
enhanced, but this does not necessarily mean that the market price of those
outstanding shares would be affected, either positively or negatively.
Repurchases of shares of Common Stock by the Fund would also decrease its total
assets and accordingly may increase its expenses as a percentage of average net
assets.

Charter Provisions Pertaining to Share Repurchases

     The Charter requires the Board of Directors to adopt a proposal, to the
extent consistent with the 1940 Act, to submit a charter amendment to
stockholders if shares of the Fund's Common Stock have traded at an average
discount from net asset value of more than 5%, determined on the basis of the
discount as of the end of the last trading day in each week during the period of
12 calendar weeks next preceding November 15 in each year.  The charter
amendment must provide that, upon the adoption of such amendment by the holders
of two-thirds of the Fund's outstanding shares of Common Stock, each share of
the Fund's Common Stock may be presented to the Fund as of the last trading day
of each fiscal quarter in that year for payment to the holder at net asset value
per share at the close of business on the date of presentment.

                                        28
<PAGE>

Open Market Purchases

     The Board of Directors of the Fund has authorized management to engage in
open market purchases from time to time of the Fund's Common Stock, up to a
maximum of 5% of its outstanding shares in any calendar year.  Such open market
purchases ("share repurchases") will be funded through uninvested cash and cash
received upon the maturity, redemption or sale of the Fund's portfolio
securities.  Management does not intend to borrow funds to finance share
repurchases.  Management does not believe that share repurchases would likely
result in an increase in the Fund's expense ratio or in any material change to
the Fund's portfolio turnover rate or investment objectives because of the
overall limit on the number of shares that may be repurchased.  Share
repurchases may result in a reduction of the market discount.  Management does
not intend to engage in share repurchases if the market price of the Fund's
shares exceeds such shares' net asset value or if the sale of the Fund's
portfolio securities would jeopardize the qualification of the Fund as a
"regulated investment company" under Subchapter M of the Code in any taxable
year.

                 DIVIDENDS, DISTRIBUTIONS AND REINVESTMENT PLAN

     Historically, the Fund has paid quarterly distributions to its
stockholders.

     The Fund has an Automatic Dividend Investment and Cash Payment Plan (the
"Plan").  Any stockholder may elect to join the Plan by sending an application
to American Stock Transfer & Trust Company, P.O. Box 922, Church Street Station,
NY 10269-0560 (the "Plan Agent").  You may also obtain additional information
about the Plan by calling the Plan Agent at (800) 937-5449.  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.

     Stockholders may participate in the Plan whereby all dividends and
distributions are automatically invested in additional Fund shares.  Depending
on the circumstances, shares may either be issued by the Fund or acquired
through open market purchases 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, the Plan 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 the Plan Agent, to be combined with other Plan monies, for
purchase of additional Fund 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 the Plan Agent in your dividend reinvestment account.

     At any time, a Plan participant may instruct the Plan Agent to liquidate
all or any portion of such Plan participant's account.  To do so, a Plan
participant must deliver written notice to the Plan Agent prior to the record
date of any dividend or distribution requesting either liquidation or a stock
certificate.  The Plan Agent or the Fund may terminate the Plan for any reason
at any time by sending written notice addressed to Plan participant's address as
shown on the Plan Agent's records.  Such termination shall 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, the Plan Agent shall send the Plan participant at such
participant's address shown on Plan Agent's records either the proceeds of
liquidation, or a stock certificate or certificates for the full shares held by
Plan Agent in Plan participant's account and a check for the value of any

                                        29
<PAGE>

fractional interest in Plan participant's account based on the market price of
the Fund's Common Stock on that date.

     The Plan Agent will combine all liquidation requests it receives from Plan
participants on a particular day and will then sell shares of the Fund that are
subject to liquidation requests in the open market.  The amount of proceeds a
Plan participant will receive shall be determined by the average sales price per
share, after deducting brokerage commissions, of all shares sold by the Plan
Agent for all Plan participants who have given the Plan Agent liquidation
requests.

     You may deposit with the Plan Agent any Fund stock certificates you hold,
for a one-time fee of $7.50.

     Participation in the Plan does not relieve a Plan participant of any income
tax which may be payable by a Plan participant on such dividends and
distributions and on expenses incurred by the Fund on a Plan participant's
behalf.

                                    TAXATION

     The Fund has qualified and intends to continue to qualify as a regulated
investment company under the Code.  The Fund currently intends to distribute all
or substantially all its investment company taxable income (all taxable net
investment income and net short-term capital gains) and its net capital gains
each year, thereby avoiding the imposition on the Fund of Federal income and
excise taxes on such distributed income and gain.

     Dividends paid by the Fund from its ordinary income or from an excess of
net short-term capital gains over net long-term capital losses (together
"ordinary income dividends") are taxable to stockholders as ordinary income.
However, certain ordinary income dividends paid to individual and other
noncorporate shareholders and constituting qualified dividend income are taxable
at lower rates.  Distributions made from an excess of net long-term gains over
net short-term losses (including gains or losses from certain transactions in
warrants and options) ("capital gain dividends") are taxable to stockholders as
long-term capital gains, regardless of the length of time the stockholder has
owned Fund shares.  After the end of each taxable year, the Fund will notify
stockholders of the Federal income tax status of any distributions or deemed
distributions made by the Fund during such year.

     Ordinary income dividends paid to stockholders who are nonresident aliens
or foreign entities will be subject to a 30% United States withholding tax under
existing provisions of the Code applicable to foreign individuals and entities
unless a reduced rate of withholding or a withholding exemption is provided
under applicable treaty law.  Nonresident stockholders are urged to consult
their own tax advisors concerning the applicability of the United States
withholding tax.

     It is anticipated that stockholders that hold shares of the Fund's Common
Stock as capital assets and have such shares repurchased by the Fund will
generally recognize capital gain or loss.  Stockholders should, however, consult
with their tax advisers to determine the tax consequences of such share
repurchases in their particular circumstances.

     Any capital gain or loss recognized by a stockholder with respect to a
share repurchase by the Fund will be long-term capital gain or loss if the
shares repurchased have been held for more than one year.

     Under certain Code provisions, some stockholders may be subject to a backup
withholding tax on certain ordinary income dividends and on capital gain

                                        30
<PAGE>

dividends ("backup withholding").  Generally, stockholders subject to backup
withholding are those for whom no certified taxpayer identification number is on
file with the Fund or who, to the Fund's knowledge, have furnished an incorrect
number.

     This section summarizes some of the consequences under current Federal
income tax law of an investment in the Fund.  It is not a substitute for
personal tax advice.  Fund stockholders are urged to consult their own tax
advisors to determine the Federal income tax as well as state and local tax
consequences to them of the ownership of stock of the Fund.  See "Taxation" in
the Statement of Additional Information.

                     CUSTODIAN, TRANSFER AGENT AND REGISTRAR

     The Bank of New York, 100 Church Street, 10th Floor, New York, NY 10286,
acts as custodian of the cash and other assets of the Fund.  American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038, acts as transfer
agent and registrar for the Fund's shares and as Plan Agent under its Plan.
Stockholder inquiries should be directed to American Stock Transfer & Trust
Company, P.O. Box 922, Church Street Station, New York, NY 10269-0560 (Tel. No.
(800) 937-5449).

                                     EXPERTS

     PricewaterhouseCoopers LLP ("PwC") are the independent auditors of the
Fund.  The audited financial statements of the Fund and certain of the
information appearing under the caption "Financial Highlights" included in this
Prospectus have been audited by PwC for the periods indicated in their reports
with respect thereto, and are included in reliance upon such reports and upon
the authority of such firms as experts in accounting and auditing.  PwC has an
office at 1177 Avenue of the Americas, New York, NY 10036-2798, and also
performs limited tax services for the Fund.

                             ADDITIONAL INFORMATION

     A Statement of Additional Information dated October ___, 2003 has been
filed with the SEC and is incorporated by reference in this Prospectus.  The
Table of Contents of the Statement of Additional Information is as follows:
<TABLE>
<CAPTION>
                                                            Page
                                                            ----
<S>                                                         <C>
Risk Factors and Special Considerations..................
Investment Restrictions..................................
Portfolio Turnover.......................................
Principal Stockholders...................................
Directors and Officers...................................
Code of Ethics...........................................
Proxy Voting.............................................
Taxation.................................................
Custodian................................................
Independent Accountants..................................
Brokerage Allocation and Other Practices.................
Net Asset Value..........................................
Financial Statements.....................................
</TABLE>

                                        31
<PAGE>

<TABLE>
<CAPTION>
=================================================     =============================================


<S>                                                   <C>



   You should rely only on the information                            __________ Shares of
contained in this Prospectus and the related                          Common Stock Issuable
Statement of Additional Information.  We have                            Upon Exercise of
not authorized any other person to provide you                       Non-Transferable Rights
with different information.  If anyone provides                       to Subscribe for such
you with different or inconsistent information, you                  Shares of Common Stock
should not rely on it.  We are not making an offer
to sell these securities in any jurisdiction where
the offer or sale is not permitted.  You should
assume that the information appearing in this
prospectus and the related Statement of Additional
Information is accurate only as of the date on the
front covers of this Prospectus and the related
Statement of Additional Information. Our
business, financial condition, results of operations
and prospects may have changed since that date.

     ____________________

       Table of contents                                     ELLSWORTH CONVERTIBLE GROWTH
                                                                 AND INCOME FUND, INC.
                                                Page
                                                ----
Prospectus Summary............................  1
Fund Expenses.................................  7
Financial Highlights..........................  8
Investment Performance........................ 10
The Offer..................................... 11
Risk Factors And Special Considerations....... 18
Use of Proceeds............................... 21
Investment Objectives and Policies............ 21                    _______________
Management of the Fund........................ 24
Description of Capital Stock.................. 26                      PROSPECTUS
Certain Charter Provisions.................... 27                    _______________
Repurchases of Securities..................... 28
Dividends, Distributions and
  Reinvestment Plan........................... 29
Taxation...................................... 30
Custodian, Transfer Agent and Registrar....... 31
Experts....................................... 31
Additional Information........................ 32                   October ___, 2003

=================================================     =============================================
</TABLE>

<PAGE>

THE INFORMATION CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT
COMPLETE AND MAY BE CHANGED.  WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE.  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.

                             Subject to Completion
             Preliminary Statement of Additional Information Dated
                               September 3, 2003

              ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                      STATEMENT OF ADDITIONAL INFORMATION


     Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund") is a
closed-end, diversified management investment company, whose shares of Common
Stock are listed on the American Stock Exchange under the symbol "ECF."  The
Fund invests primarily in convertible securities with the objectives of
providing income and the potential for capital appreciation (which objectives
the Fund considers to be relatively equal due to the nature of the securities
in which it invests).

     This Statement of Additional Information is not a prospectus, but should
be read in conjunction with the Fund's Prospectus dated October __, 2003.
Please retain this document for future reference.  To obtain a copy of the
Prospectus or the Fund's Annual Report to Stockholders for the fiscal year
ended September 30, 2002, Semi-Annual Report to Stockholders for the six
months ended March 31, 2003 or Annual Report to Stockholders for the fiscal
year ended September 30, 2003 (which is expected to be mailed to stockholders
and available on the Fund's website (http://www.ellsworthfund.com) on or
around November 26, 2003), please call the Fund at (973) 631-1177.


                               TABLE OF CONTENTS

                                                            Page

Risk Factors and Special Considerations....................    2
Investment Restrictions....................................    8
Portfolio Turnover.........................................   10
Principal Stockholders.....................................   10
Directors and Officers.....................................   11
Code of Ethics.............................................   17
Proxy Voting...............................................   17
Taxation...................................................   18
Custodian..................................................   20
Independent Accountants....................................   20
Brokerage Allocation and Other Practices...................   20
Net Asset Value............................................   22
Financial Statements.......................................   22

                               October __, 2003
<PAGE>



                    RISK FACTORS AND SPECIAL CONSIDERATIONS

Other Investment Techniques

     Although at least 80% of the Fund's investments will normally be
invested in convertible securities, the Fund may from time to time use any of
the following investment techniques to increase income and reduce risk.

     Short Sales

     Although the Fund does not generally do so, the Fund may make short
sales of securities which it owns or which it has the right to acquire
through conversion or exchange of other securities it owns.  In a short sale
the Fund does not immediately deliver the securities sold and does not
receive the proceeds from the sale.  The Fund is said to have a short
position in the securities sold until it delivers the securities sold, at
which time it receives the proceeds of the sale.  The Fund may not make short
sales or maintain a short position if, after giving effect to such short
sale, or if, as a result of maintaining such short position, more than 25% of
the Fund's total assets, taken at market value, are held as collateral for
such sales.

     To secure its obligation to deliver the securities sold short, the Fund
will deposit in escrow in a separate account with its custodian an equal
amount of the securities sold short or securities convertible or exchangeable
into such securities.  The Fund will normally close out a short position by
purchasing and delivering an equal amount of the securities sold short,
rather than by delivering securities already held by the Fund.

     The Fund may make a short sale in order to hedge against market risks
when it believes that the price of a security may decline, causing a decline
in the value of a long position the Fund may have in such security or a
security convertible into or exchangeable for such security, or when, for tax
or other reasons, the Fund does not want to sell the security it owns.  In
such case, any future losses in the Fund's long position should be reduced by
a gain in the short position.  Conversely, any gain in the long position
should be reduced by a loss in the short position.  The extent to which such
gains or losses are reduced will depend upon the amount of the security sold
short relative to the amount the Fund owns, either directly or indirectly,
and, in the case where the Fund owns convertible securities, changes with the
conversion premiums.

     Lending of Portfolio Securities

     Although the Fund does not presently intend to do so, the Fund may lend
securities representing up to 10% of its total assets, taken at market value,
to securities firms and financial institutions such as banks and trust
companies and receive therefor collateral in cash or securities issued or
guaranteed by the United States Government ("Government Securities") which
are maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities.  The purpose of such loans,
generally, is to permit the borrower to use such securities for delivery to
purchasers when such borrower has sold short.  If cash collateral is received
by the Fund, it is invested in short-term money market securities, and a
portion of the yield received in respect of such investment is retained by
the Fund.  Alternatively, if securities are delivered to the Fund as
collateral, the Fund and the borrower negotiate a rate for the loan premium
to be received by the Fund for lending its portfolio securities.  In either
event, the total yield on the Fund's portfolio is increased by loans of its
portfolio securities.  The Fund will retain record ownership of loaned
securities in order to exercise beneficial rights such as voting rights,
subscription rights and rights to dividends, interest or other distributions.
Such loans are terminable at any time.  The Fund may pay reasonable finder's,
administrative and custodial fees in connection with such loans.  The risks
in lending portfolio securities, as with other extensions of credit, consist
of possible delay in recovery of the securities or possible loss of rights in
the collateral should the borrower fail financially.  In determining whether

                                    2
<PAGE>

the Fund will lend securities to a particular borrower, the Fund will
consider all relevant facts and circumstances, including the creditworthiness
of the borrower.

Other Investments

     In addition to investing in convertible securities and employing the
investment techniques discussed above, the Fund may acquire other securities,
including non-convertible equity and debt securities, Government Securities
or short-term repurchase agreements and other money market instruments.  The
Fund is restricted in its ability to invest in some of these securities which
involve special risks.

     Common Stock

     The Fund may invest in common stock received upon conversion or exchange
of securities.  Common stock is issued by companies principally to raise cash
for business purposes and represents a residual interest in the issuing
company.  The Fund participates in the success or failure of any company in
which it holds stock.  The prices of equity securities change in response to
many factors including the historical and prospective earnings of the issuer,
the value of its assets, general economic conditions, interest rates,
investor perceptions and market liquidity.

     Preferred Stock

     The Fund may invest in preferred stock.  Preferred stock, unlike common
stock, often offers a stated dividend rate payable from a corporation's
earnings.  If interest rates rise, the fixed dividend on preferred stocks may
be less attractive, causing the price of preferred stocks to decline.
Preferred stock may have mandatory sinking fund provisions, as well as
call/redemption provisions prior to maturity, a negative feature when
interest rates decline.  Dividends on some preferred stock may be
"cumulative," requiring all or a portion of prior unpaid dividends to be paid
before dividends are paid on the issuer's common stock.  Preferred stock also
generally has a preference over common stock on the distribution of a
corporation's assets in the event of liquidation of the corporation, and may
be "participating," which means that it may be entitled to a dividend
exceeding the stated dividend in certain cases.  In some cases an issuer may
offer auction rate preferred stock, which means that the interest to be paid
is set by auction and will often be reset at stated intervals.  The rights of
preferred stocks on the distribution of a corporation's assets in the event
of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.

     U.S. Government Obligations

     The Fund may invest in securities of the U.S. Government, its agencies,
and instrumentalities.  Obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities include bills, notes and bonds
issued by the U.S. Treasury, as well as "stripped" or "zero coupon" U.S.
Treasury obligations representing future interest or principal payments on
U.S. Treasury notes or bonds.  Stripped securities are sold at a discount to
their "face value," and may exhibit greater price volatility than interest-
bearing securities since investors receive no payment until maturity.
Obligations of certain agencies and instrumentalities of the U.S. Government,
such as the Government National Mortgage Association ("GNMA"), are supported
by the full faith and credit of the U.S. Treasury; others, such as those of
the Federal National Mortgage Association ("FNMA"), are supported by the
right of the issuer to borrow from the U.S. Treasury; others, such as those
of the Student Loan Marketing Association ("SLMA"), are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, though issued by an instrumentality chartered by
the U.S. Government, like the Federal Farm Credit Bureau ("FFCB"), are

                                    3
<PAGE>

supported only by the credit of the instrumentality.  The U.S. Government may
choose not to provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not legally obligated to do so.

     Investment Grade Debt Securities

     The Fund may also invest in higher rated investment grade non-
convertible debt securities.  Such securities include those rated Aaa by
Moody's Investor's Services, Inc. ("Moody's") or AAA by Standard and Poor's
Corporation ("S&P") (which are considered to be of the highest credit quality
and where the capacity to pay interest and repay principal is extremely
strong), those rated Aa by Moody's or AA by S&P (where the capacity to pay
interest and repay principal is considered very strong, although elements may
exist that make risks appear somewhat larger than expected with securities
rated Aaa or AAA), securities rated A by Moody's or A by S&P (which are
considered to possess adequate factors giving security to principal and
interest) and securities rated Baa by Moody's or BBB by S&P (which are
considered to have an adequate capacity to pay interest and repay principal,
but may have some speculative characteristics).

     Unseasoned Issuers

     The Fund may invest in unseasoned issuers (issuers which, with their
predecessors, have less than three years' continuous operations) so long as
such purchase would not cause more than 5% of the market value of the Fund's
total assets to be invested in the securities of such companies.  Investments
in the equity securities of unseasoned companies involve more risk than
investments in the securities of more established companies because
unseasoned issuers have only a brief operating history and may have more
limited markets and financial resources.  As a result, securities of
unseasoned issuers tend to be more volatile than securities of more
established companies.

     Options

     Although the Fund does not presently intend to do so, the Fund may from
time to time, and to a limited extent, (i) sell (write) covered call options
on common stocks which it owns or has an immediate right to acquire through
conversion or exchange of other securities; or (ii) purchase put options on
such common stocks or on broadly based stock market indices.  The Fund may
also enter into closing transactions with respect to such options.  All
options written or purchased by the Fund must be listed on a national
securities exchange.

     Many currently traded convertible securities are convertible into common
stocks against which call options may be written.  A call option gives the
purchaser the right to buy, and the writer has the obligation to sell, the
underlying security at the exercise price during the option period.  The Fund
may only write "covered" call options, that is, options on common stock which
it holds in its portfolio or which it has an immediate right to acquire
through conversion or exchange of securities currently held in its portfolio.
The Fund may write call options on up to 25% of its total assets, taken at
market value, determined as of the date the options are written.

     The Fund will write covered call options in order to receive additional
income in the form of premiums which it is paid for writing options, and for
hedging purposes in order to protect against possible declines in the market
values of the stocks or convertible securities held in its portfolio.  If,
for example, the market price of a common stock underlying a convertible
security held by the Fund declines and the convertible security also declines
in value, such decline will be offset in part (or wholly) by the receipt of

                                    4
<PAGE>

the premium for writing the call options on such stock.  However, if the
market price of the underlying common stock increases and the convertible
security held by the Fund also increases in value, such increase will be
offset in part (or wholly) by any loss resulting from the cancellation of the
Fund's position through closing purchase transactions on covered call options
written by the Fund or through the lost opportunity for additional capital
appreciation if the option is exercised.

     In addition to writing covered call options, the Fund may invest up to
2% of its total assets, taken at market value, determined as of the date the
options are written, in the purchase of put options on common stock which it
owns or which it may acquire through the conversion or exchange of other
securities which it owns, or in the purchase of put options on one or more
broadly based stock market indices.

     The Fund may purchase put options on particular securities in order to
protect against a decline in the market value of the underlying security
below the exercise price less the premium paid for the option.  The ability
to purchase put options will allow the Fund to protect the unrealized gain in
an appreciated security in its portfolio without actually selling the
security.  In addition, the Fund will continue to receive interest or
dividend income on the security.  The Fund may sell a put option which it has
previously purchased prior to the sale of the securities underlying such
option.  Such sales will result in a net gain or loss depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid on the put option which is sold.

     The Fund may also purchase put options on one or more broadly based
stock market indices when it wishes to protect all or part of its portfolio
securities against a general market decline.  The put on the index will
increase in value if the level of the index declines; any such increase in
value would serve to offset in whole or in part any decline in the value of
the Fund's portfolio.

     The Fund's purchase and sale of put options on stock indices will be
subject to the same risks described above with respect to transactions in
stock options on individual stocks.  In addition, the distinctive
characteristics of options on indices create certain risks that are not
present with stock options.

     The Fund's ability to effectively hedge all or a portion of the
securities in its portfolio in anticipation of or during a market decline
through transactions in put options on stock indices depends on the degree to
which price movements in the underlying index correlate with the price
movements in the Fund's portfolio securities.  Since the Fund's portfolio
securities will not duplicate the components of an index, the correlation
will not be perfect.  Consequently, the Fund will bear the risk that the
prices of its portfolio securities being hedged will not move in the same
amount as the prices of the Fund's put options on the stock indices.  It is
also possible that there may be a negative correlation between the index and
the Fund's portfolio securities which would result in a loss on both such
portfolio securities and the put options on stock indices acquired by the
Fund.  Successful use by the Fund of put options on stock indices will be
subject to the ability of the Adviser to correctly predict movements in the
directions of the stock market.  This requires different skills and
techniques than predicting changes in the price of individual securities.

     Warrants

     The Fund may invest in warrants.  Warrants are, in effect, longer-term
call options.  They give the holder the right to purchase a given number of
shares of a particular company at specified prices within certain periods of
time.  The purchaser of a warrant expects that the market price of the
security will exceed the purchase price of the warrant plus the exercise
price of the warrant, thus giving him a profit.  Since the market price may
never exceed the exercise price before the expiration date of the warrant,
the purchaser of the warrant risks the loss of the entire purchase price of
the warrant.  Warrants generally trade in the open market and may be sold
rather than exercised.  Warrants are sometimes sold in unit form with other
securities of an issuer.  Units of warrants and common stock may be employed
in financing young, unseasoned companies. The purchase price of a warrant

                                    5
<PAGE>

varies with the exercise price of the warrant, the current market value of
the underlying security, the life of the warrant and various other investment
factors.

     Foreign Securities

     Although the Fund does not generally do so, the Fund may invest up to
10% of its total assets, taken at market value, in securities of foreign
issuers.  Securities convertible or exchangeable for common stock of U.S.
companies, and U.S. dollar-denominated securities convertible or exchangeable
for American Depositary Receipts that at the time of purchase (i) are listed
on the New York Stock Exchange, the American Stock Exchange or the NASDAQ
National Market, or (ii) the underlying issuers of which meet the then
prevailing earnings requirement for listing on the New York Stock Exchange
are not subject to this limitation.  Foreign investments may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations.  There may be less publicly available information about a
foreign company than about a U.S. company, and foreign companies may not be
subject to accounting, auditing and financial reporting standards and
requirements comparable to those applicable to U.S. companies.  Securities of
some foreign companies may be less liquid or more volatile than securities of
U.S. companies, and foreign brokerage commissions and custodian fees are
generally higher than in the United States.  Investments in foreign
securities may also be subject to other risks different from those affecting
U.S. investments, including local political or economic developments,
expropriation or nationalization of assets and imposition of withholding
taxes on dividend or interest payments.

     Repurchase Agreements

     Although the Fund does not presently intend to do so, as part of its
strategy for the temporary investment of cash balances, the Fund may enter
into "repurchase agreements" with maturities of not more than seven days,
pertaining to Government Securities with member banks of the Federal Reserve
System or "primary dealers" (as designated by the Federal Reserve Bank of New
York) in such securities.  A repurchase agreement arises when the Fund
purchases a security and simultaneously agrees to resell it to the vendor at
an agreed upon future date.  The resale price is greater than the purchase
price, reflecting an agreed upon market rate of return which is effective for
the period of time the Fund's money is invested in the security and which is
not related to the coupon rate on the purchased security.  Such agreements
permit the Fund to earn interest on all of its assets while retaining
"overnight" flexibility in pursuit of investments of a longer term nature.
The Fund requires continuous maintenance by its Custodian for its account in
the Federal Reserve/Treasury Book Entry System of collateral in an amount
equal to, or in excess of, the market value of the securities which are the
subject of a repurchase agreement.  In the event a vendor defaults on its
repurchase obligation, the Fund could suffer delays, collection expenses and
losses to the extent that the proceeds from the sale of the collateral are
less than the repurchase price.  The Fund will not invest more than 5% of its
total assets, taken at market value, in repurchase agreements with any single
vendor.  The Fund will consider all relevant facts and circumstances,
including the creditworthiness of the vendor in determining whether to enter
into a repurchase agreement.  Under the Investment Company Act of 1940, as
amended (the "1940 Act"), repurchase agreements are considered loans by the
Fund.

                                    6
<PAGE>

     Illiquid Securities

     The Fund may invest up to 20% of its net assets in securities that are
illiquid.  Illiquid securities include securities that have no readily
available market quotations and cannot be disposed of promptly (within seven
days) in the normal course of business at a price at which they are valued.
Illiquid securities may include securities that are subject to restrictions
on resale ("restricted securities") because they have not been registered
under the Securities Act of 1933, as amended (the "Securities Act").
Restricted securities may, in certain circumstances, be resold pursuant to
Rule 144A of the Securities Act, and thus may or may not constitute illiquid
securities.  The Fund's Board of Directors is responsible for determining the
liquidity of a restricted security.  Limitations on the resale of restricted
securities may have an adverse effect on their marketability, which may
prevent the Funds disposing of them promptly at reasonable prices.  The Fund
may have to bear the expense of registering such securities for resale, and
bear the risk of substantial delays in effecting such registrations.

     American Depositary Receipts

     The Fund may invest in American Depositary Receipts ("ADRs").  The
Fund's investment in ADRs is subject to the 10% limitation of investments in
foreign securities, unless certain conditions pertaining to ADRs are met.
Such investments may entail certain risks similar to foreign securities.
ADRs are certificates representing an ownership interest in a security or a
pool of securities issued by a foreign issuer and deposited with the
depositary, typically a bank, and held in trust for the investor.  The
economies of many of the countries in which the issuer of a security
underlying an ADR principally engages in business may not be as developed as
the United States' economy and may be subject to significantly different
forces.  Political or social instability, expropriation or confiscatory
taxation, and limitations on the removal of funds or other assets could
adversely affect the value of the Fund's investments in such securities.  The
value of the securities underlying ADRs could fluctuate as exchange rates
change between U.S. dollars and the currency of the country in which the
foreign company is located.  In addition, foreign companies are not
registered with the Securities and Exchange Commission ("SEC") and are
generally not subject to the regulatory controls imposed on United States
issuers and, as a consequence, there is generally less publicly available
information about foreign companies than is available about domestic
companies.  Foreign companies are not subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic companies.

     Loans, Participation Interests and Assignments

     Although the Fund does not presently intend to do so, the Fund may
invest in loans, including assignments and participation interests.  A loan
in which the Fund may invest typically is originated, negotiated and
structured by a syndicate of lenders consisting of commercial banks, thrift
institutions, insurance companies, finance companies or other financial
institutions, which is administered on behalf of the syndicate by an agent
bank. The investment by the Fund in a loan may take the form of participation
interests or assignments. Participation interests may be acquired from a
lender or other participants. If the Fund purchases a participation interest
either from a lender or a participant, the Fund will not have established any
direct contractual relationship with the borrower. The Fund would be required
to rely on the lender or the participant that sold the participation interest
not only for the enforcement of the Fund's rights against the borrower but
also for the receipt and processing of payments due to the Fund under the
loans. The Fund is thus subject to the credit risk of both the borrower and a
participant.  Lenders and participants interposed between the Fund and a
borrower, together with agent banks, are referred to herein as "Intermediate
Participants."

                                    7
<PAGE>

     On the other hand, if the Fund purchases an assignment from a lender,
the Fund will generally become a "lender" for purposes of the relevant loan
agreement, with direct contractual rights thereunder and under any related
collateral security documents in favor of the lenders. An assignment from a
lender gives the Fund the right to receive payments of principal and interest
and other amounts directly from the borrower and to enforce its rights as a
lender directly against the borrower. The Fund will not act as an agent bank
guarantor, sole negotiator or sole structurer with respect to a loan.

     Because it may be necessary to assert through an Intermediate
Participant such rights as may exist against the borrower, in the event the
Borrower fails to pay principal and interest when due, the Fund may be
subject to delays, expenses and risks that are greater than those that would
be involved if the Fund could enforce its rights directly against the
borrower. Moreover, under the terms of a participation, the Fund may be
regarded as a creditor of the Intermediate Participant (rather than of the
borrower), so that the Fund may also be subject to the risk that the
Intermediate Participant may become insolvent.  Further, in the event of the
bankruptcy or insolvency of the borrower, the obligation of the borrower to
repay the loan may be subject to certain defenses that can be asserted by
such borrower as a result of improper conduct by the agent bank or
Intermediate Participant.

                            INVESTMENT RESTRICTIONS

     Fundamental Restrictions and Policies.  The Fund has adopted the
following fundamental restrictions and policies which may not be changed
without the approval of the holders of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act).  The Fund will not:

     1.   with respect to 85% of its total assets, taken at market value,
          invest in securities of any one issuer (other than the United States
          or its agencies or instrumentalities) if immediately after and as a
          result of such investment more than 5% of the total assets of the
          Fund, taken at market value, would be invested in the securities of
          such issuer, or more than 10% of the outstanding securities, or more
          than 10% of the outstanding voting securities, of such issuer would
          be owned by the Fund.

     2.   invest more than 25% of its total assets, taken at market value, in
          the securities of issuers in any particular industry.  This
          restriction does not apply to Government Securities, which the Fund
          may purchase temporarily and for defensive purposes.

     3.   make personal loans or loans to persons who control or are under
          common control with the Fund, or lend its portfolio securities in
          excess of 10% of its total assets, taken at market value.  This
          restriction does not prevent the Fund from purchasing debt
          obligations, entering into repurchase agreements, or investing in
          loans, including assignments and participation interests.

     4.   invest in repurchase agreements maturing in more than seven days or
          invest more than 5% of its total assets, taken at market value, in
          repurchase agreements with any single vendor.

     5.   purchase any securities on margin, except that the Fund may obtain
          such short-term credits as may be necessary for the clearance of
          purchases and sales of portfolio securities.

     6.   borrow money or issue senior securities (as defined in the 1940 Act),
          except that the Fund may borrow from banks for temporary or emergency
          purposes in amounts not exceeding 5% of the value of its total assets
          (not including the amount borrowed).  Subject to this limitation the
          Fund may borrow for the

                                    8
<PAGE>

          purpose of financing repurchases of its shares.  See "Repurchase of
          Securities" in the Prospectus.

     7.   underwrite securities of other issuers except insofar as the Fund
          may be deemed an underwriter under the Securities Act in selling
          portfolio securities.

     8.   sell (write) call options on more than 25% of its total assets,
          taken at market value, and then only if such options are "covered,"
          i.e., they are written on common stocks owned by the Fund or which
          the Fund has an immediate right to acquire through conversion or
          exchange of other securities; or invest more than 2% of its total
          assets, taken at market value, in the purchase of put options on
          common stocks owned by the Fund or which it has an immediate right
          to acquire through conversion or exchange of other securities and
          in the purchase of put options on one or more broadly based stock
          market indices.  The Fund may enter into closing transactions with
          respect to call options which it has written.  The Fund may only
          write or purchase options listed on a national securities exchange.
          Except as stated above the Fund may not engage in options
          transactions.

     9.   make short sales of securities or maintain a short position, unless
          at all times when a short position is open the Fund owns, or has the
          immediate right to acquire through conversion or exchange, an equal
          amount of such securities, and not more than 25% of its total
          assets, taken at market value, are held as collateral for such
          sales.

     10.  invest more than 10% of its total assets, taken at market value, in
          the securities of foreign issuers, except that this limitation shall
          not apply to (a) securities convertible into or exchangeable for
          common stock of U.S. companies, or (b) U.S. dollar-denominated
          securities convertible into or exchangeable for American Depositary
          Receipts that at the time of purchase (i) are listed on the New York
          Stock Exchange, the American Stock Exchange or the NASDAQ National
          Market, or (ii) the underlying issuers of which met the then
          prevailing earnings requirement for listing on the New York Stock
          Exchange and also file Form 20-F (or comparable form) with the SEC.

     11.  make investments for the purpose of exercising control or
          management, except in connection with a merger of the Fund and
          another investment company or the acquisition by the Fund of all or
          substantially all of the assets or voting securities of another
          investment company.

     12.  purchase securities (i) of companies which, with their predecessors,
          or (ii) which are guaranteed by companies which, with their
          predecessors, have a record of less than three years' continuous
          operations, if such purchase would cause more than 5% of the market
          value of the Fund's total assets to be invested in the securities of
          such companies.  This restriction does not apply to Government
          Securities.

     13.  purchase or sell commodities or commodity contracts.

     14.  purchase real estate or sell real estate unless acquired as a result
          of ownership of securities or other instruments.  This restriction
          does not prevent the Fund from investing in issuers that invest,
          deal or otherwise engage in transactions in real estate or interests
          therein, including without limitation real estate investment trusts,
          or investing in securities that are secured by real estate or
          interests therein.

                                    9
<PAGE>

     The percentage restrictions on investments set forth above apply only at
the time an investment is made.  Thus, a later increase or decrease in
percentage resulting from a change in values of portfolio securities or
amount of total assets will not be considered a violation of any of the
foregoing restrictions.

     Non-Fundamental Restrictions and Policies.  The Fund has adopted the
following non-fundamental restrictions and policies which may be changed by
the Fund's Board of Directors without the approval of a majority of the
Fund's outstanding voting securities as defined in the 1940 Act.  The Fund
will:

     1.   not purchase the securities of an issuer if, after giving effect to
          such purchase, more than 20% of its net assets would be invested in
          illiquid securities.

     2.   not purchase or sell interests in oil, gas or other mineral
          exploration or development programs.  This policy does not prevent
          the Fund from investing in issuers that invest, deal or otherwise
          engage in transactions involving oil, gas or other mineral
          exploration or development programs or interests therein, or
          investing in securities that are secured by oil, gas or other
          mineral exploration or development programs or interests therein.

     The percentage restrictions on investments set forth above apply only at
the time an investment is made.  Thus, a later increase or decrease in
percentage resulting from a change in values of portfolio securities or
amount of total assets will not be considered a violation of any of the
foregoing restrictions.

                              PORTFOLIO TURNOVER

     For the fiscal years ended September 30, 2003, 2002 and 2001, the Fund's
portfolio turnover rates were ___%, 89% and 82%, respectively.

                            PRINCIPAL STOCKHOLDERS

     As of October __ 2003, there were __________ shares of Common Stock of
the Fund outstanding.  There are no persons known to the Fund to be control
persons of the Fund.  The following persons were known to the Fund to be
beneficial owners or owners of record of 5% or more of its outstanding shares
of Common Stock as of October __, 2003:

<TABLE>
<CAPTION>
Name and Address                                    Amount and Nature    Percent of
   of Owner               Class/Series of Stock       of Ownership      Class/Series
- ----------------          ---------------------    -----------------    ------------
<S>                       <C>                      <C>                  <C>
Cede & Co.*                 Common Stock            _______ shares -       _____%
Depository Trust Company                            Record
P.O. Box #20
Bowling Green Station
New York, NY  10028

</TABLE>
___________________
*    Shares held by brokerage firms, banks and other financial intermediaries
     on behalf of beneficial owners are registered in the name of Cede & Co.

                                    10
<PAGE>

                            DIRECTORS AND OFFICERS

Structure of the Board of Directors

     The Fund's Board of Directors is divided into three classes.  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 1940 Act.  Two of the Fund's directors are
"interested persons" because of their business and financial relationships
with the Fund and the Adviser.

Directors and Officers

     The business 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. (the "Bancroft Fund") (a closed-end
diversified management investment company).  The Adviser is also the
investment adviser to the Bancroft Fund.  Because of this connection, the
Fund and the Bancroft Fund make up a Fund Complex.  Therefore, each director
oversees two investment companies in the Fund Complex.

Directors

     INTERESTED DIRECTORS.  Certain biographical and other information
concerning the Directors who are "interested persons," as defined in the 1940
Act, of the Fund is set forth below.
<TABLE>
<CAPTION>
                                                                                         Other
                                  Term of Office and     Principal Occupation(s)     Directorship(s)
                                   Length of Time          During Past 5 Years      Held by Director
  Name and Age                         Served
  <S>                            <C>                     <C>                        <C>
  Thomas H. Dinsmore,(1)(2)(3)    Term as Director          Chairman and Chief           None
      (50)                          expires 2005.         Executive Officer of the
                                 Director since 1986.     Fund, the Bancroft Fund
                                                             and the Adviser.

  Jane D. O'Keeffe, (1)(2)(3)     Term as Director        President of the Fund, the     None
      (48)                          expires 2006.          Bancroft Fund and the
                                 Director since 1995.           Adviser.


</TABLE>
__________________
1    Mr. Dinsmore and Ms. O'Keeffe are considered interested persons because
     they are officers and directors of the Adviser.

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

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

                                      11
<PAGE>

     INDEPENDENT DIRECTORS.  Certain biographical and other information
concerning the Fund Directors who are not "interested persons," as defined in
the 1940 Act, of the Fund is set forth below.
<TABLE>
<CAPTION>
                    Term of Office and                                   Other
                     Length of Time       Principal Occupation(s)    Directorship(s)
  Name and Age           Served             During Past 5 Years     Held by Director
- ------------------  ----------------     -------------------------  ----------------
<S>                 <C>                  <C>                        <C>
Gordon F. Ahalt     Term as Director      Retired. Prior to 2001,       CalDive
       (75)           expires 2004.       President of G.F.A. Inc.    International
                      Director since         (petroleum industry         and The
                          1986.             consulting company).         Houston
                                          Prior to 1999, Consultant    Exploration
                                           with W.H. Reaves & Co.        Company
                                              (asset management
                                                  company).

William A. Benton    Term as Director      Retired. Prior to 2001,        None
       (70)           expires 2006.        Partner of BE Partners
                      Director since        (small options market
                          1986.            maker).  Prior to 2000,
                                          Limited Partner of Gavin,
                                             Benton & Co. (NYSE
                                                specialist).

Elizabeth C. Bogan,  Term as Director        Senior Lecturer in           None
       Ph.D.          expires 2004.        Economics at Princeton
       (59)           Director since             University.
                          1986.

Donald M. Halsted,   Term as Director         Retired Business            None
       Jr.            expires 2005.              Executive.
       (76)           Director since
                          1986.

George R. Lieberman  Term as Director        Retired Advertising          None
       (81)           expires 2006.              Executive.
                      Director since
                          1990.

 Duncan O. McKee     Term as Director         Retired Attorney.           None
       (72)           expires 2005.
                      Director since
                          1996.

 Nicolas W. Platt    Term as Director        Since January 2003,          None
       (50)           expires 2004.        President of CNC-US (an
                      Director since      international consulting
                          1997.              company).  Prior to
                                            January 2003, Senior
                                             Partner of Platt &
                                             Rickenbach (public
                                         relations firm).  Prior to
                                          May 2001, 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 firm).
</TABLE>
                                    12
<PAGE>

Officers

     Certain biographical and other information concerning the officers of
the Fund is set forth below.  Officers are elected by and serve at the
pleasure of the Board of Directors.  Each officer holds office until the
annual meeting to be held in 2004, and thereafter until his or her respective
successor is duly elected and qualified.
<TABLE>
<CAPTION>
                                                                     Principal Occupation(s)
      Name and Age         Positions with the Fund    Officer Since    During Past 5 Years
- -------------------------  -----------------------    -------------  -----------------------
<S>                        <C>                        <C>            <C>
Thomas H. Dinsmore (1)(2)   Director, Chairman and        1986       Chairman and Chief Executive
          (50)             Chief Executive Officer                   Officer of the Fund, the
                                                                     Bancroft Fund and the
                                                                     Adviser

 Jane D. O'Keeffe (1)(2)    Director and President        1994       President of the Fund, the
          (48)                                                       Bancroft Fund and the
                                                                     Adviser

   Sigmund Levine (3)             Secretary               1986       Secretary of the Fund, the
          (79)                                                       Bancroft Fund and the
                                                                     Adviser

 H. Tucker Lake, Jr. (1)        Vice President            1994       Since 2002, Vice President,
          (56)                                                       and prior thereto, Vice
                                                                     President, Trading, of the
                                                                     Fund, the Bancroft Fund and
                                                                     the Adviser

   Gary I. Levine (3)          Vice President,            1993       Since 2002, Vice President,
          (46)               Treasurer and Chief                     Treasurer and Chief
                              Financial Officer                      Financial Officer, and prior
                                                                     thereto, Treasurer and
                                                                     Assistant Secretary of the
                                                                     Fund, the Bancroft Fund and
                                                                     the Adviser

     Germaine Ortiz             Vice President            1996       Since 1999, Vice President,
          (33)                                                       and prior thereto, Assistant
                                                                     Vice President of the Fund,
                                                                     the Bancroft Fund and the
                                                                     Adviser
</TABLE>

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

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

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

                                    13
<PAGE>

Ownership of Securities

     The Adviser is also the investment adviser to the Bancroft Fund.
Because of this connection, the Bancroft Fund and the Fund make up a "fund
complex."  Set forth below is the dollar range of equity securities
beneficially owned in both the Fund and Fund Complex by each director of the
Fund as of December 31, 2002.

<TABLE>
<CAPTION>
                                                            Aggregate Dollar Range
                                                           of Equity Securities in
                                      Dollar Range of       All Funds Overseen or
                                     Equity Securities      to be Overseen by the
                                           in the            Director or Nominee
       Name                            Fund(1)(2)(3)          in Fund Complex(4)
- -------------------------            -----------------     -----------------------
<S>                                  <C>                   <C>
Interested Directors
    Thomas H. Dinsmore..............   over $100,000            over $100,000
    Jane D. O'Keeffe................ $50,001-$100,000           over $100,000

Independent Directors
    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
    Donald M. Halsted, Jr...........  $10,001-$50,000          $50,001-$100,000
    George R. Lieberman.............  $10,001-$50,000           over $100,000
    Duncan O. McKee.................  $10,001-$50,000          $50,001-$100,000
    Nicolas W. Platt................    $1-$10,000             $10,001-$50,000

1    Beneficial ownership has been determined based upon the 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 Fund is based on the
     closing price of $7.45 on December 31, 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 $7.45 for the Fund and $17.69 for the Bancroft
     Fund on December 31, 2002 on the American Stock Exchange.

</TABLE>

Committees of the Board of Directors

     The Board of Directors 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). All such members are independent as such term is defined by the
American Stock Exchange's listing standards and the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Committee oversees the Fund's
accounting and financial reporting policies and practices, as well as the
quality and objectivity of the Fund's financial statements and the
independent audit of the financial statements. Among other duties, the

                                    14
<PAGE>

Committee selects independent accountants for the Fund, evaluates their
independence and meets with them to review the scope and results of the
audit.

     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 Fund
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 stockholder's suggestion for a nominee for director, but the final
decision for all nominees will be made by the Committee.

     A stockholder may nominate an individual for election to the Board of
Directors at the 2004 Annual Meeting of shareholders if the stockholder: (1)
is a stockholder of record at the time of giving notice to the Fund; (2) is a
stockholder of record at the time of the 2004 Annual Meeting; (3) is entitled
to vote at the 2004 Annual Meeting; and (4) has complied with the notice
procedures in the Fund's Bylaws.  The notice procedures require that a
stockholder submit the nomination in writing to the Secretary of the Fund no
earlier than September 12, 2003 but no later than October 12, 2003.  The
notice must contain all information relating to the nominee required for
proxy solicitations by Regulation 14A under the Exchange Act (including the
individual's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected).   The notice must also
contain the stockholder's name and address as they appear on the Fund's books
(and the name and address of any beneficial owner, on whose behalf the
nomination is made) and the number of shares of stock owned beneficially and
of record by such stockholder and beneficial owner.

     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 interested person (Mr. Dinsmore).  In
accordance with its charter, the Committee assists the Adviser in its
valuation of the Fund's portfolio of securities when pricing anomalies arise
and the full Board is not available to assist the Adviser 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 Meetings

     During the 2003 fiscal year, the Board of Directors met eight times, the
Audit Committee met three times and the Nominating and Administration
Committee met three times.  The Pricing Committee did not meet.

                                    15
<PAGE>

Directors' Compensation

     Mr. Dinsmore and Ms. O'Keeffe are the only officers of the Fund or the
Adviser who serve on the Board of Directors. Each director who is not an
officer of the Fund or the Adviser currently receives (1) an annual fee of
$5,000, (2) $1,000 plus expenses for each Board meeting attended, (3) $1,000
for each stockholders' 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.

     The Adviser is also the investment adviser to the Bancroft Fund. Because
of this connection, the Bancroft Fund and the Fund make up a "fund complex."
The following table shows the compensation that was paid to the directors
solely by the Fund as well as by the fund complex as a whole during the 2003
fiscal year.

<TABLE>
<CAPTION>
                                                    Pension or
                                                    Retirement                             Total
                                  Aggregate      Benefits Accrued   Estimated Annual    Compensation
                                Compensation     as Part of Fund      Benefits upon      From Fund
Name of Director               From the Fund          Expense         Retirement          Complex
- -------------------------      -------------     ----------------   ----------------    ------------
<S>                            <C>               <C>                <C>                 <C>
Thomas H. Dinsmore(1)            None                  None               None              None

Jane D. O'Keeffe(2)              None                  None               None              None

Gordon F. Ahalt                  $14,500               None               None            $29,000

William A. Benton                $15,500               None               None            $31,500

Elizabeth C. Bogan, Ph.D.        $15,100               None               None            $30,700

Donald M. Halsted, Jr.           $17,600               None               None            $35,700

George R. Lieberman              $17,000               None               None            $34,500

Duncan O. McKee                  $14,000               None               None            $28,000

Nicolas W. Platt                 $14,000               None               None            $28,000

</TABLE>

1    Thomas H. Dinsmore is also Chairman and Chief Executive Officer of the
     Fund.  Mr. Dinsmore receives no compensation from the Fund for serving
     in such positions.
2    Jane D. O'Keeffe is also President of the Fund.  Ms. O'Keeffe receives
     no compensation from the Fund for serving in such position.

Directors' Retirement Policy

     The Board of Directors has adopted a retirement policy for the directors
of the Fund.

     The retirement policy permits each person serving as a director
and, if applicable, committee member of the Fund to serve until no later than
December 31 in the year that is the later of (a) the year in which such

                                    16
<PAGE>

director has his/her 75th birthday, or (b) the year that is five years after
February 10, 2003, the date as of when the retirement policy was adopted.
Each person who is first appointed or elected as a director of the Fund after
February 10, 2003 must retire from his/her position as a director and, if
applicable, committee member of the Fund no later than December 31 in the
year in which such director has his/her 75th birthday.  The retirement date
of a director may be deferred from time to time, upon the recommendation of
the Nominating and Administration Committee, and with the approval of the
Board of Directors.

     The Board of Directors may amend or terminate the retirement policy at
any time.

Directors' Consideration of Investment Advisory Agreement

     The Fund's Board of Directors determined at a meeting held on November
18, 2002 to approve the Fund's current Investment Advisory Agreement.  In
making their determinations, the Directors considered a wide range of
information in determining whether to continue the Fund's advisory
arrangement as in effect from year to year.  The Directors paid particular
attention to the detailed statement of Income and Expense of the Adviser for
its then most recent fiscal period ended June 30, 2002, as well as an
analysis of the performance and the investment advisory fees of the Fund and
of comparable investment companies and also information regarding the
Adviser's personnel.  After careful review of the information presented, the
Directors discussed in detail the fee structure including the Treasurer's
office reimbursement and reviewed among other things, (i) the nature and
extent of the advisory and administrative services provided by the Adviser,
(ii) the quality of past services rendered by the Adviser, (iii) the value of
benefits received by the Adviser, (iv) the profitability and financial
condition of the Adviser, (v) the performance of the Fund, particularly in
light of recent market conditions, (vi) the fees paid by the Fund in
comparison to other similarly situated closed-end investment companies with
comparable investment objectives and policies, (vii) comparative expense
ratios as adjusted for total assets and economies of scale, and (viii) the
structure of the Adviser's fee schedule, including its breakpoints.

                                CODE OF ETHICS

     The Adviser and the Fund have each adopted a separate Code of Ethics
under which directors, officers, employees and other affiliated persons of
the Adviser, and directors, directors emeritus, officers and employees of the
Fund are generally prohibited from personal trading in any security which is
then being purchased or sold or considered for purchase or sale by the Fund
(collectively, the "Codes of Ethics").  The Codes of Ethics permit such
persons to engage in other personal securities transactions if (i) the
securities involved are certain debt securities, money market instruments,
shares of registered open-end investment companies or shares acquired from an
issuer in a rights offering or under an automatic dividend reinvestment,
(ii) the transactions are either non-volitional, or with respect to the
Adviser's Code of Ethics only, are effected in an account over which such
person has no direct or indirect influence or control, or (iii) under certain
circumstances, they first obtain permission to trade from the appropriate
Compliance Officer.  The Codes of Ethics contain standards for the granting
of such permission, and permission to trade will usually be granted only in
accordance with such standards.

     The Codes of Ethics can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C.  Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-202-942-8090.
In addition, such Codes of Ethics are available on the EDGAR Database on the
SEC's Internet site at http://www.sec.gov.  Copies of the Codes of Ethics may
be obtained, after paying a duplicating fee, by electronic request at the
following E-mail address:  publicinfo@sec.gov, or by writing the SEC's Public
Reference Section, Washington, D.C. 20549-0102.

                                 PROXY VOTING

     The Fund's Board of Directors has adopted Proxy Voting Guidelines (the
"Guidelines") in accordance with Rule 30b1-4 under the 1940 Act.  The
Guidelines have been designed with the overall goal of maximizing the value

                                    17
<PAGE>

of the Fund's investments.  The Guidelines generally assign proxy voting
responsibilities for the Fund to the Adviser.  The portfolio managers at the
Adviser oversee the voting policies and decisions for the Fund.  If a
conflict of interest arises with respect to a proxy voting matter, the
portfolio manager will promptly notify the Fund's Audit Committee and counsel
for the Fund's independent directors and the proxies will be voted in
accordance with the direction received from the Audit Committee.

     The Guidelines are available without charge, by calling (973) 631-1177.
The Guidelines are also posted on the Fund's website at
http://www.ellsworthfund.com and are available on the SEC's website at
http://www.sec.gov.


                                   TAXATION

General

     The Fund intends to continue to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Internal Revenue
Code of 1986, as amended (the "Code").  As long as it so qualifies, the Fund
(but not its stockholders) will not be subject to Federal income tax to the
extent that it distributes its net investment income and net realized capital
gains.  The Fund intends to distribute substantially all of such income.

     The Code requires a RIC to pay a nondeductible 4% excise tax to the
extent the RIC does not distribute, during each calendar year, 98% of its
ordinary income, determined on a calendar year basis, and 98% of its capital
gains, determined, in general, on an October 31 year end, plus certain
undistributed amounts from previous years.  While the Fund intends to
distribute its income and capital gains in the manner necessary to minimize
imposition of the 4% excise tax, there can be no assurance that sufficient
amounts of the Fund's taxable income and capital gains will be distributed to
avoid entirely the imposition of the tax.  In such event, the Fund will be
liable for the tax only on the amount by which it does not meet the foregoing
distribution requirements.

     Dividends paid by the Fund from its ordinary income or from an excess of
net short-term capital gains over net long-term capital losses (together
referred to hereafter as "ordinary income dividends") are taxable to
stockholders as ordinary income.  Ordinary income dividends paid to
individual and other noncorporate shareholders will be treated as qualified
dividend income (currently subject to tax at a maximum rate of 15%) to the
extent of the dividends received by the Fund in any taxable year from
domestic corporations and certain qualified foreign corporations.  However,
if the qualified dividends received by the Fund are 95% (or more) of the
Fund's gross income (exclusive of any net capital gain) in any taxable year,
then all of the ordinary income dividends paid by the Fund for that taxable
year will be treated as qualified dividend income.  A portion of the Fund's
ordinary income dividends may be eligible for the dividends received
deduction allowed to corporations under the Code, if certain requirements are
met.

     Distributions made from an excess of net long-term capital gains over
net short-term capital losses (including gains or losses from certain
transactions in warrants and options) ("capital gain dividends") are taxable
to stockholders as long-term capital gains, regardless of the length of time
the stockholder has owned Fund shares.  Any loss upon the sale or exchange of
Fund shares held for twelve months or less will be treated as long-term
capital loss to the extent of any capital gain dividends received by the
stockholder.  Distributions in excess of the Fund's earnings and profits will
first reduce the adjusted tax basis of a holder's shares and, after such
adjusted tax basis is reduced to zero, will constitute capital gains to such

                                    18
<PAGE>

holder (assuming the shares are held as a capital asset).  Certain categories
of capital gains are taxable at different rates.

     Generally not later than 60 days after the close of its taxable year,
the Fund will provide its stockholders with a written notice designating the
amounts of ordinary income dividends constituting qualified dividend income,
the amount of ordinary income dividends eligible for the dividends received
deduction, and the amounts of any capital gain dividends including
designation of any amounts of capital gain dividends in the different
categories of capital gain referred to above.  Dividends are taxable to
stockholders even though they are reinvested in additional shares of the
Fund.

     A loss realized on a sale or exchange of shares of the Fund will be
disallowed under the wash sale rules if other Fund shares are acquired
(whether through the automatic reinvestment of dividends or otherwise) within
a 61-day period beginning 30 days before and ending 30 days after the date
that the shares are disposed of.  In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss.

     Ordinary income dividends paid to stockholders who are non-resident
aliens or foreign entities will be subject to a 30% United States withholding
tax under existing provisions of the Code applicable to foreign individuals
and entities unless a reduced rate of withholding or a withholding exemption
is provided under applicable treaty law.  Non-resident stockholders are urged
to consult their own tax advisers concerning the applicability of the United
States withholding tax.

     Under certain provisions of the Code, some stockholders may be subject
to a withholding tax on ordinary income dividends and capital gain dividends
("backup withholding").  Generally, stockholders subject to backup
withholding will be those for whom no certified taxpayer identification
number is on file with the Fund or who, to the Fund's knowledge, have
furnished an incorrect number.  When establishing an account, an investor
must certify under penalty of perjury that such number is correct and that
such investor is not otherwise subject to backup withholding.

     Dividends and interest received by the Fund may give rise to withholding
and other taxes imposed by foreign countries.  Tax conventions between
certain countries and the United States may reduce or eliminate such taxes.

     The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect.  For the
complete provisions, reference should be made to the pertinent Code sections
and the Treasury regulations promulgated thereunder.  The Code and the
Treasury regulations are subject to change by legislative, judicial or
administrative action either prospectively or retroactively.

     Ordinary income and capital gain dividends may also be subject to state
and local taxes.

     Certain states exempt from state income taxation dividends paid by RICs
which are derived from interest on United States Government obligations.
State law varies as to whether dividend income attributable to United States
Government obligations is exempt from state income tax.

     Stockholders are urged to consult their own tax advisers regarding
specific questions as to Federal, foreign, state or local taxes.  Foreign
investors should consider applicable foreign taxes in their evaluation of an
investment in the Fund.

                                    19
<PAGE>
                                   CUSTODIAN

     The Bank of New York ("Custodian"), 100 Church Street, 10th Floor, New
York, NY 10286, is the custodian of the portfolio securities and cash of the
Fund.  As such, the Custodian holds the Fund's portfolio securities and cash
in separate accounts on the Fund's behalf and receives and delivers portfolio
securities and cash in connection with portfolio transactions initiated by
the Fund's portfolio managers, collects income due on its portfolio
securities and disburses funds in connection with the payment of
distributions and expenses.

                            INDEPENDENT ACCOUNTANTS

     PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, 21st Floor, New
York, NY 10036-2798, are the independent accountants of the Fund.  The
independent accountants audit and report on the annual financial statements
and also perform limited tax services for the Fund.

                   BROKERAGE ALLOCATION AND OTHER PRACTICES

     In placing orders for the purchase and sale of securities for the Fund,
the Adviser is guided by the Funds' investment objectives, policies and
limitations as delineated by statements contained in the various documents
filed by the Fund with the SEC, as such documents may, from time to time, be
amended.

     The Adviser is obligated, in placing orders for the purchase and sale of
securities for the Fund, to obtain the most favorable price and execution
available under the circumstances and to keep true, accurate and current
books and records containing sufficient detail to demonstrate compliance with
this obligation.  In determining the most favorable price and execution in
each transaction the determinative factor is not necessarily the lowest
possible commission cost.  The Adviser may consider the full range and
quality of the services of broker-dealers in placing orders including, but
not by way of limitation, the value of research provided as well as execution
capability, commission rate, financial responsibility and responsiveness of
the broker-dealer to the Adviser.  Accordingly, to the extent provided by
law, in executing portfolio transactions, the Adviser may pay a broker-dealer
which provides brokerage or research services a commission in excess of that
which another broker-dealer would have charged for the same transaction.

     The Adviser currently places portfolio transactions for the Bancroft
Fund (together with the Fund, the "Funds"), and may in the future place
portfolio transactions for other investment companies and advised accounts.
The Adviser seeks to allocate portfolio transactions equitably whenever
concurrent decisions are made to purchase or sell securities by the Fund and
such other advisory accounts.  In some cases this procedure could have an
adverse effect on the price or amount of securities available to the Fund.

     The Funds have established procedures that are intended to apply
whenever the Funds simultaneously purchase or sell the same securities.  The
Adviser may, but is under no obligation to, aggregate securities sold or
purchased in order to obtain the best price and execution.  In such event,
allocation of the securities purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser as follows:

     (a)  the Funds will pay or receive the average of the prices paid or
received by the Funds;

     (b)  the Funds will share pro-rata the transaction costs incurred based
on the dollar amount of each fund's trade.

                                    20
<PAGE>

     (c)  if an aggregated order is partially filled, the amount of shares
that the Funds purchase or sell will be allocated pro-rata based on the
dollar amount of each fund's intended trade or, if the aggregated order is
subject to a minimum lot size, as closely as practicable to pro rata.

     (d)  the Adviser may allocate an order on a basis different from that
specified above if (i) the Funds are treated fairly and equitably, (ii)
neither of the Funds is given preferential treatment, and (iii) the
procedures set forth in Paragraph (b) are followed.

     When entering an aggregated order, the portfolio manager for the Funds
will indicate on the transaction order for each fund how the portfolio
manager intends to allocate the order between the Funds.  An aggregated order
may be allocated on a basis different from that set forth in Paragraphs (a)-
(d) hereof only if the portfolio manager includes a written explanation of
such deviation in each fund's transaction order.  Each such transaction order
shall be submitted to the chief compliance officer, Chairman or other
designated officer for review no later than one hour after the opening of the
applicable market on the trading day following the day the order was
executed.

     In the case of securities that are not traded on a national securities
exchange, purchases and sales are made through firms that regularly make a
market in such securities, unless, in the Fund's opinion, another firm can
obtain the best price and make the best execution of the order. Portfolio
transactions placed through dealers serving as primary market makers are
effected at net prices, without commissions as such, but which include
compensation in the form of mark up or mark down. In certain instances, the
Fund purchases underwritten issues at prices which include underwriting fees.

     Brokerage commissions paid by the Fund during its fiscal years ended
September 30, 2001, 2002 and 2003 were $23,000, $25,000, and $______,
respectively.

     During the fiscal year ended September 30, 2003, the Fund purchased
securities issued by ___________________________, one of the Fund's regular
brokers. The aggregate value of the securities of this issuer held at
September 30, 2003, was $_________.

                                NET ASSET VALUE

     The Net Asset Value (the "NAV") of the Fund's shares of Common Stock is
calculated at the close of regular trading on the New York Stock Exchange
(the "NYSE") (generally 4:00 p.m. Eastern time) every day that the NYSE is
open.  The Fund makes this information available daily, via its web site
(http://www.ellsworthfund.com) and through electronic distribution for media
publication, including major internet-based financial services web sites and
portals (bloomberg.com, yahoo.com, cbsmarketwatch.com, etc.).  Currently, The
Wall Street Journal, The New York Times and Barron's publish NAVs for closed-
end investment companies weekly.

     The NAV per share of the Common Stock is calculated by dividing the
value of the Fund's assets (including interest and dividends accrued but not
collected), less its liabilities (including accrued expenses), by the number
of outstanding shares.  Each listed security will be valued at the last sale
price or the mean of the reported closing bid and asked prices if there are
no sales.  Unlisted securities will be valued at the mean of the latest
available bid and asked prices.  Securities for which quotations are not
readily available, restricted securities and other assets will be valued at
fair value as determined in good faith by the Board of Directors.
Notwithstanding the foregoing, short-term debt securities with maturities of
60 days or less are valued at amortized cost.

     Shares of closed-end investment companies frequently trade at a discount
from net asset value, but in some cases trade at a premium.  Since the market

                                    21
<PAGE>
price of the Fund's shares will be determined by factors including trading
volume of such shares, general market and economic conditions and other
factors beyond the control of the Fund, the Fund cannot predict whether its
shares will trade at, below or above net asset value.

                             FINANCIAL STATEMENTS

     The audited financial statements included in the Annual Report to the
Fund's Stockholders for the fiscal year ended September 30, 2002, together
with the report of PricewaterhouseCoopers LLP thereon, and the unaudited
financial statements included in the Semi-Annual Report to the Fund's
Stockholders for the six months ended March 31, 2003 are incorporated herein
by reference.  It is expected that the audited financial statements included
in the Annual Report to the Fund's Stockholders for the fiscal year ended
September 30, 2003, together with the report of PricewaterhouseCoopers LLP
thereon, will be mailed to stockholders and available on the Fund's website
(http://www.ellsworthfund.com) on or around November 26, 2003.

                                    22
<PAGE>
                                     Part C

                                Other Information

Item 24.  Financial Statements and Exhibits

1.           a.     The following audited financial statements of Ellsworth
                    Convertible Growth and Income Fund, Inc. (the "Fund") are
                    included in the Fund's Annual Report to Stockholders for
                    the fiscal year ended September 30, 2002, filed with the
                    Securities and Exchange Commission ("SEC") under Section
                    30(b)(1) of the Investment Company Act of 1940, as amended
                    ("1940 Act"), and are incorporated in Part B hereof by
                    reference:

                    Portfolio of Investments, September 30, 2002;
                    Statement of Assets and Liabilities, September 30, 2002;
                    Statement of Operations for the fiscal year ended
                    September 30, 2002;
                    Statement of Changes in Net Assets for the years ended
                    September 30, 2002 and 2001;
                    Financial Highlights for the five fiscal years ended
                    September 30, 2002;
                    Notes to Financial Statements;
                    Report of Independent Accountants.

             b.     The following unaudited financial statements of the Fund
                    are included in the Fund's Semi-Annual Report to
                    Stockholders for the six months ended March 31, 2003,
                    filed with the SEC under Section 30(b)(1) of the 1940
                    Act, and are incorporated in Part B hereof by reference:

                    Portfolio of Investments, March 31, 2003;
                    Statement of Assets and Liabilities, March 31, 2003;
                    Statement of Operations for the six months ended March
                    31, 2003;
                    Statement of Changes in Net Assets for the six months
                    ended March 31, 2003; and for the year ended September
                    30, 2002;
                    Financial Highlights for the five fiscal years ended
                    September 30, 2002 and for the six months ended March
                    31, 2003;
                    Notes to Financial Statements.

2.     Exhibits

       (a)  (1)     Amended and Restated Articles of Incorporation dated
                    June 25, 1986.
            (2)     Articles of Amendment dated January 30, 1987.
            (3)     Articles of Amendment dated January 18, 1989.
       (b)          Third Amended and Restated Bylaws dated August 21, 2002.
       (c)          None
       (d)  (1)     Form of Specimen Share Certificate for Common Stock.(1)
            (2)     Form of Subscription Certificate.
            (3)     Form of Notice of Guaranteed Delivery
       (e)          Automatic Dividend Investment and Cash Payment Plan.
       (f)          None
       (g)          Investment Advisory Agreement dated January 12, 2001.
       (h)          None
       (i)          None
       (j)  (1)     Custodian Agreement with The Bank of New York dated
                    June 13, 1986.
            (2)     Amendment to Custodian Agreement dated July 26, 1999.
            (3)     Amendment to Custodian Agreement dated June 1, 2001.
       (k)  (1)     Registrar, Transfer Agency and Service Agreement with
                    American Stock Transfer & Trust Company dated
                    January 4, 2002.
            (2)     Form of Subscription Agent Agreement.(1)
<PAGE>
            (3)     Form of Information Agent Agreement.(1)
       (l)          Opinion and Consent of Ballard Spahr Andrews & Ingersoll,
                    LLP(1)
       (m)          None
       (n)          Consent of PricewaterhouseCoopers, LLP
       (o)          None
       (p)          None
       (q)          None
       (r)  (1)     Code of Ethics of the Fund.
            (2)     Code of Ethics of Davis-Dinsmore Management Company.


________
(1)    To be filed by pre-effective amendment to this registration statement.

Item 25.  Marketing Arrangements

     Not applicable.

Item 26.  Other Expenses of Issuance and Distribution

     The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:
<TABLE>
<CAPTION>
  <S>                                                              <C>
                                                                     Estimated
  Category                                                            Expenses
  --------                                                          ----------

  Registration fees.......................................            $  1,141
  American Stock Exchange listing fees....................
  Printing expenses.......................................               5,000
  Subscription Agent fees and expenses....................              25,000
  Information Agent fees and expenses.....................               8,000
  Accounting fees and expenses............................               8,000
  Legal fees and expenses.................................              50,000
  Miscellaneous...........................................
                                                                     ---------
  Total...................................................            $
                                                                     =========
</TABLE>


Item 27.  Person Controlled by or Under Common Control with Fund

          None.

Item 28.  Number of Holders of Securities

          The following information is given as of October __, 2003:
<TABLE>
<CAPTION>
                                                                   Number of
 Title of Class                                                 Record Holders
- ---------------                                                ---------------
<S>                                                            <C>
Common Stock, $0.01 par value..............................          *
</TABLE>
___________
*To be provided by pre-effective amendment to this registration statement.

                                      2
<PAGE>

Item 29. Indemnification

     Reference is made to Section 2-418 of the Maryland General Corporation
Law, and Articles VI, and XI of the Fund's Amended and Restated Articles of
Incorporation, as amended, each of which provide for indemnification.

     The Fund's Amended and Restated Articles of Incorporation, as amended
(the "Charter"), provide that each director and each officer of the Fund
shall be indemnified by the Fund to the full extent permitted by the General
Laws of the State of Maryland and the 1940 Act, now or hereafter in force,
including advance of related expenses.

     The Charter also provides that, to the fullest extent that limitations
on the liability of directors and officers is permitted by the Maryland
General Corporation Law, no director or officer of the Fund will be liable
to the Fund or its shareholders for damages.  The foregoing shall not be
construed to protect or purport to protect any director or officer of the
Fund against any liability to the Fund or its stockholders to which such
director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such office.  The Fund will indemnify and advance
expenses to its currently acting and former directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law.  The Fund will indemnify and advance expenses to its
officers to the same extent as its directors and to such further extent as
is consistent with law.  The Board of Directors may, by by-law, resolution
or agreement make further provision for indemnification of directors,
officers, employees and agents of the Fund to the fullest extent permitted
by the Maryland General Corporation Law.

     Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Fund pursuant to the
foregoing provisions or otherwise, the Fund has been advised that, in the
opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Fund of expenses incurred or paid by a director, officer
or controlling person of the Fund in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Fund will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent or such claim is to be paid under insurance policies,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

     The Fund has obtained for its directors and officers errors and
omissions insurance in the amount of $2,000,000 with a deductible amount of
$100,000.  The effect of such insurance is to insure against liability for
any act, error, omission, misstatement, misleading statement, neglect or
certain breaches of duty by the insureds as directors and/or officers of the
Fund.

Item 30.  Business and other Connections of Investment Adviser

     The Adviser is also the investment adviser to Bancroft Convertible
Fund, Inc., a closed-end, management investment company.  During the past
two fiscal years, neither the Adviser nor any of its directors or officers
engaged in any other business, profession, vocation or employment of a
substantial nature.
                                      3
<PAGE>


Item 31. Location of Accounts and Records

     Records are located at:

     1.   Ellsworth Convertible Growth and Income Fund, Inc.
          65 Madison Avenue, Suite 550
          Morristown, NJ  07960

(Corporate records and records relating to the function of Davis-Dinsmore
Management Company as investment adviser)

     2.   The Bank of New York
          100 Church Street
          10th Floor
          New York, NY  10286
          Attention:  Ellsworth Convertible Growth and Income Fund, Inc.

(Records relating to its functions as Custodian for the Fund)

     3.   American Stock Transfer & Trust Company
          59 Maiden Lane
          New York, NY  10038
          Attention:  Ellsworth Convertible Growth and Income Fund, Inc.

(Records relating to its functions as Registrar and Transfer Agent and
Dividend Paying Agent for the Fund)

Item 32. Management Services

     Not applicable.

Item 33. UNDERTAKINGS

(1) The Fund undertakes to suspend the offering of its shares until it
amends its prospectus if (a) subsequent to the effective date of its
Registration Statement, the net asset value of its shares declines more than
10% from its net asset value as of the effective date of the Registration
Statement or (b) the net asset value of its shares increase to an amount
greater than its net proceeds as stated in the prospectus.

(2) Not applicable.

(3) Not applicable.

(4) Not applicable.

(5) The Fund hereby undertakes that:

  a.  for the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance on Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

  b.  for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      4
<PAGE>

(6) The Fund undertakes to send by first class mail or other means designed
to ensure equally prompt delivery, within two business days of receipt of a
written or oral request, any Statement of Additional Information.

                                      5
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morristown and State of New Jersey on the 2nd day
of September, 2003.

                    ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                    (Fund)


                    By:   /s/ Thomas H. Dinsmore
                          -------------------------------------------
                          Thomas H. Dinsmore, Chief Executive Officer

     Each person whose signature appears below hereby authorizes Jane D.
O'Keeffe, Thomas H. Dinsmore and Gary I. Levine, or any of them, as attorney-
in-fact, to sign on his behalf, individually and in each capacity stated
below, any amendments to this Registration Statement (including post-
effective amendments) and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                         <C>                             <C>
Signature                   Title                           Date
- ---------                   -----                           ----

/s/ Thomas H. Dinsmore      Chairman, Chief Executive       September 2, 2003
- --------------------------  Officer, and Director
Thomas H. Dinsmore          (Principal Executive Officer)

/s/ Jane D. O'Keeffe        President and Director          September 2, 2003
- --------------------------
Jane D. O'Keeffe

/s/ Gordon F. Ahalt         Director                        September 2, 2003
- --------------------------
Gordon F. Ahalt

/s/ William A. Benton       Director                        September 2, 2003
- --------------------------
William A. Benton

/s/ Elizabeth C. Bogan      Director                        September 2, 2003
- --------------------------
Elizabeth C. Bogan

/s/ Donald M. Halsted, Jr.  Director                        September 2, 2003
- --------------------------
Donald M. Halsted, Jr.

/s/ George R. Lieberman     Director                        September 2, 2003
- --------------------------
George R. Lieberman

/s/ Duncan O. McKee         Director                        September 2, 2003
- --------------------------
Duncan O. McKee

/s/ Nicolas W. Platt        Director                        September 2, 2003
- --------------------------
Nicolas W. Platt

/s/ Gary I. Levine          Vice President and Treasurer    September 2, 2003
- --------------------------  (Principal Financial Officer)
Gary I. Levine
</TABLE>
                                      6
<PAGE>


                                  Exhibit Index

Exhibit Number    Document

    (a)(1)        Amended and Restated Articles of Incorporation dated
                  June 25, 1986.
       (2)        Articles of Amendment dated January 30, 1987.
       (3)        Articles of Amendment dated January 18, 1989.
    (b)           Third Amended and Restated Bylaws dated August 21, 2002.
    (d)(2)        Form of Subscription Certificate
       (3)        Form of Notice of Guaranteed Delivery
    (e)           Automatic Dividend Investment and Cash Purchase Plan.
    (g)           Investment Advisory Agreement dated January 12, 2001.
    (i)           Directors' Retirement Policy adopted February 10, 2003
    (j)(1)        Custodian Agreement with The Bank of New York dated June
                  13, 1986.
       (2)        Amendment to Custodian Agreement dated July 26, 1999.
       (3)        Amendment to Custodian Agreement dated June 1, 2001.
    (k)(1)        Registrar, Transfer Agency and Service Agreement with
                  American Stock Transfer & Trust Company dated January 4,
                  2002.
    (n)           Consent of PricewaterhouseCoopers, LLP.
    (r)(1)        Code of Ethics of the Fund.
       (2)        Code of Ethics of Davis-Dinsmore Management Company.

                                      7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A1
<SEQUENCE>3
<FILENAME>ecf-2003_exhibita1.txt
<TEXT>
                                                                 Exhibit (a)(1)
       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

              ARTICLES OF AMENDMENT AND RESTATEMENT



          Ellsworth Convertible Growth and Income Fund,  Inc.,  a
Maryland  corporation (the "Corporation"), having  its  principal
office  at 32 South Street, Baltimore, Maryland 21202 and  having
The  Corporation  Trust Incorporated, a Maryland corporation,  as
its  resident  agent  located  at  32  South  Street,  Baltimore,
Maryland 21202, in the manner prescribed by Section 2-609 of  the
Maryland  General Corporation Law, hereby certifies to the  State
of Maryland Department of Assessments and Taxation, that:

          FIRST:   The  Charter  of  the  Corporation  is  hereby
amended by:

(a)  striking out Article I of the articles of incorporation and
by  redesignating  Article II through Article  IX  as  Article  I
through Article VIII, inclusive.

(b)  striking out Article VI, Section 1 of the redesignated
articles of incorporation and inserting in lieu thereof the
following:
          (1)  The number of directors of the Corporation shall be seven (7),
          which number may be increased or decreased pursuant to the By-Laws
          of the Corporation but shall never be less than three (3)except for
          any period during which shares of the Corporation are held by less
          than three stockholders and in such instance such number shall not
          be less than the number of stockholders.  The name of the directors
          who shall not until the first annual meeting or their successors
          are duly chosen and qualify are:

               Ronald E. Dinsmore
               Thomas E. Dinsmore
               Gordon F. Ahalt
               William A. Benton
               Elizabeth Bogan
               Donald M. Halsted, Jr.
               Duncan O. McKee

(c)  adding to the articles of incorporation a new Article IX which shall be
as follows:

                           ARTICLE IX

          Commencing  with  the  fiscal  year  of   the
          Corporation which begins on October 1,  1991,
          and  is  each fiscal year thereafter, if  (i)
          the  Corporation  has not  adopted  for  said
          fiscal  year the amendment described in  this
          Article, and (ii) shares of the Corporation's

<PAGE>

          common  stock  have traded on  the  principal
          securities  exchange  where  listed   at   an
          average discount from net asset value of more
          than  5%,  determined on  the  basis  of  the
          discount  as  of the end of the last  trading
          day  in  each  week during the period  of  12
          calendar weeks next preceding November 15  in
          each year, the Corporation will submit to its
          stockholders  at  the next succeeding  annual
          meeting  of stockholders a proposal,  to  the
          extent consistent with the Investment Company
          Act  of  1940,  to amend the Charter  of  the
          Corporation   to  provide  that,   upon   the
          adoption of such amendment by the holders  of
          two-thirds  of the Corporation's  outstanding
          shares  of  common stock, each share  of  the
          Corporation's common stock may  be  presented
          to the Corporation as of the last trading day
          of  each fiscal quarter, upon written  notice
          delivered to the Corporation's transfer agent
          not  less  than  30 days prior  thereto,  for
          payment to the holder at net asset value  per
          share at the close of business on the date of
          presentment.

(d)  striking out Article X, Section 5 of the articles of
incorporation and inserting in lieu thereof the following:

               (1)  The affirmative vote or consent of the holders of
          two-thirds of the outstanding shares of the Corporation is required
          to authorize any of the following actions:

                    (A)  merger or consolidation of the Corporation with an
               open-end investment company;

                    (B)  dissolution of the Corporation;

                    (C)  sale of all or substantially all of the assets of the
               Corporation;

                    (D)  provision for any future presentment of shares by
               stockholders, as set forth in Article IX of this Charter; or

                    (E)  amendment to the Charter of the Corporation which
               makes the Common Stock a redeemable security (as such term is
               defined in the Investment Company Act of 1940) or which
               reduces the two-thirds vote required to authorize the actions
               in (A) through (D) above.

The Charter of the Corporation is hereby restated to read as
follows:

                                2
<PAGE>


        AMENDED AND RESTATED ARTICLES OF INCORPORATION

                               OF

       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                            ARTICLE I

                 The name of the Corporation is:

       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                           ARTICLE II

         The purposes for which the Corporation is formed are to
act  as  a  closed-end management investment  company  under  the
Investment Company Act of 1940 and to engage in any or all lawful
business  for  which  corporations may  be  organized  under  the
Maryland General Corporation Law.

                           ARTICLE III

         The Corporation is expressly empowered as follows:

(1)  To hold, invest and reinvest its assets in securities and
other investments including assets in cash.

(2)  The issue and sell shares of its capital stock in such
amounts and on such terms and conditions and for such purposes
and for such amount or kind of consideration as may now or
hereafter be permitted by law.

(3)  To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of
the stockholders of the Corporation) shares of its capital stock,
in any manner and to the extent now or hereafter permitted by law
and by the Charter of the Corporation.

(4)  To enter into a written contract or contracts with any
person or persons providing for a delegation of the management of
all  or part of this Corporation's securities portfolio and  also
for  the  delegation of the performance of various administrative
or  corporate functions, subject to the direction of the Board of
Directors.  Any such contract or contracts may be made  with  any
person even though such person may be an officer, other employee,
director  or  stockholder of this Corporation or  a  corporation,
partnership,  trust  or association in which  any  such  officer,
other employee, director or stockholder may be interested.

(5)  To enter into a written contract or contracts employing such
custodian  or custodians for the safekeeping of the  property  of
the Corporation and of its shares, such dividend disbursing agent

                               3
<PAGE>

or  agents  and such transfer agent or agents for its shares,  on
such  terms  and  conditions as the Board of  Directors  of  this
Corporation may deem reasonable and proper for the conduct of the
affairs of the Corporation, and to pay the fees and disbursements
of  such  custodians,  dividend disbursing  agents  and  transfer
agents  out  of  this  income and/or any other  property  of  the
Corporation.  Notwithstanding any other provisions of the Charter
or  the  By-Laws of the Corporation, the Board of  Directors  may
cause  any  or  all  of  the property of the  Corporation  to  be
transferred  to, or to be acquired and held in  the  name  of,  a
custodian  so  appointed  or  any nominee  or  nominees  of  such
custodian satisfactory to the Board of Directors.

(6)  To do any and all such further acts or things and to
exercise any and all such further powers or rights as may be
necessary, incidental, relative, conducive, appropriate or
desirable for the accomplishment, carrying out or attainment of
the purposes stated in Article III hereof.
          The  corporation  shall be authorized to  exercise  and
enjoy  all  of the powers, rights and privileges granted  to,  or
conferred upon, corporation by the General Laws of the  State  of
Maryland  now or hereafter in force, and the enumeration  of  the
foregoing  shall not be deemed to exclude any powers,  rights  or
privileges so granted or conferred.

                           ARTICLE IV

          The  post office address of the principal office of the
Corporation in the State of Maryland is c/o The Corporation Trust
Incorporated,  32 South Street, Baltimore, Maryland  21202.   The
name  of  the resident agent of the Corporation in this State  is
The  Corporation Trust Incorporated, a corporation of this State,
and  the  post office address of the resident agent is  32  South
Street, Baltimore, Maryland 21202.

                            ARTICLE V

(1)  The total number of shares of capital stock which the
corporation  shall have the authority to issue is Twenty  Million
(20,000,000)  shares, of the par value of One  Cent  ($0.01)  per
share  and  of  the  aggregate par value of Two Hundred  Thousand
Dollars  ($200,000),  all of which shares are  designated  common
stock.

(2)  Any fractional share will carry proportionately all the
rights  of  a  whole  share, excepting any  right  to  receive  a
certificate  evidencing  such fractional  share,  but  including,
without  limitation, the right to vote and the right  to  receive
dividends.

(3)  All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of the Charter and the
By-Laws of the Corporation.

                           ARTICLE VI

(1)  The number of directors of the Corporation shall be seven(7),
which number may be increased or decreased pursuant to  the By-
Laws of the Corporation but shall never be less than three (3)
except for any period during which shares of the Corporation  are
held  by  less than three stockholders and in such instance  such
number  shall  not be less than the number of stockholders.   The
name  of  the  directors  who shall act until  the  first  annual
meeting  or  until their successors are duly chosen  and  qualify
are:

                               4
<PAGE>

               Ronald E. Dinsmore
               Thomas H. Dinsmore
               Gordon F. Ahalt
               William A. Benton
               Elizabeth Bogan
               Donald M. Halshed, Jr.
               Duncan O. McKee

(2)  No holder of stock of the Corporation shall, as such holder,
have any preemptive right to purchase or subscribe for any shares
of  the capital stock of the Corporation or any other security of
the  Corporation which it may issue or sell (whether out  of  the
number  of shares authorized by the Charter, or out of any shares
of  the capital stock of the Corporation acquired by it after the
issue  thereof, or otherwise) other than such right, if  any,  as
the Board of Directors, in its discretion, may determine.

(3)  Each director and each officer of the Corporation shall be
indemnified by the Corporation to the full extent permitted by
the General Laws of the State of Maryland and the Investment
Company Act of 1940, now or hereafter in force, including advance
of related expenses.
                           ARTICLE VII

          Any  determination  made  in  good  faith,  so  far  as
accounting  matters  are  involved, in accordance  with  accepted
accounting practices by or pursuant to the direction of the Board
of  Directors,  as  to  the  amount  of  assets,  obligations  or
liabilities of the Corporation, as to the amount of net income of
the  Corporation from dividends and interest for  any  period  or
amounts  at  any  time  legally  available  for  the  payment  of
dividends, as to the amount of any reserves or charges set up and
the  propriety thereof, as to the time of or purpose for creating
reserves  or  as  to the use, alteration or cancellation  of  any
reserves  or charges (whether or not any obligation or  liability
for  which such reserves or charges shall have been created shall
have  been  paid  or  discharged or shall be then  or  thereafter
required  to  be  paid  or discharged) as to  the  value  of  any
security  owned  by  the Corporation or as to any  other  matters
relating   to   the  issuance,  sale  or  other  acquisition   or
disposition  of  securities or shares of  capital  stock  of  the
Corporation, and any reasonable determination made in good  faith
by   the  Board  of  Directors  as  to  whether  any  transaction
constitutes  a  purchase of securities on  "margin,"  a  sale  of
securities  "short," or any underwriting of the  sale  of,  or  a
participation in any underwriting or selling group in  connection
with  the public distribution of, any securities, shall be  final
and conclusion, and shall be binding upon the Corporation and all
holders  of  its  capital stock, past, present  and  future,  and
shares  of the capital stock of the Corporation evidenced by  the
purchase  of  shares  of  capital stock or  acceptance  of  share
certificates, that any and al such determination shall be binding
as  aforesaid.   No provision of the Charter of  the  Corporation
shall be effective to (i) require a waiver of compliance with any
provision  of  the  Securities Act of 1933, as  amended,  or  the
Investment Company Act of 1940, as amended, or of any valid rule,
regulation  or  order  of the Securities and Exchange  Commission
thereunder or (ii) protect or purport to protect any director  or
officer  of  the  Corporation  against  any  liability   to   the
Corporation  or its security holders to which he would  otherwise
be  subject  by reason of willful misfeasance, bad  faith,  gross
negligence  or reckless disregard of the duties involved  in  the
conduct of his office.

                               5
<PAGE>

                          ARTICLE VIII

          The duration of this Corporation shall be perpetual.

                           ARTICLE IX

          Commencing  with  the fiscal year  of  the  Corporation
which  begins  on  October  1, 1991,  and  in  each  fiscal  year
thereafter,  if  (i)  the Corporation has not  adopted  for  said
fiscal  year  the amendment described in this Article,  and  (ii)
shares  of  the  Corporation's common stock have  traded  on  the
principal securities exchange where listed at an average discount
from net asset value of more than 5%, determined on the basis  of
the  discount as of the end of the last trading day in each  week
during the period of 12 calendar weeks next preceding November 15
in  each year, the Corporation will submit to its stockholders at
the next succeeding annual meeting of stockholders a proposal, to
the extent consistent with the Investment Company Act of 1940, to
amend  the Charter of the Corporation to provide that,  upon  the
adoption  of such amendment by the holders of two-thirds  of  the
Corporation's outstanding shares of common stock, each  share  of
the   Corporation's  common  stock  may  be  presented   to   the
Corporation  as  of the last trading day of each fiscal  quarter,
upon written notice delivered to the Corporation's transfer agent
not less than 30 days prior thereto, for payment to the holder at
net asset value per share at the close of business on the date of
presentment.

                            ARTICLE X

(1)  The Corporation reserves the right from time to time to make
any  amendments  to  its Charter which may now  or  hereafter  be
authorized  by  law,  including any amendment  which  alters  the
contract  rights, as expressly set forth in its Charter,  of  any
outstanding stock.

(2)  Notwithstanding any provision of the General laws of the
State of Maryland requiring any action to be taken or authorized
by the affirmative vote of a greater proportion than the majority
of the total number of shares of the holders of a majority or
other designated proportion of the votes of all classes or of any
class of stock of the Corporation, such action shall be effective
and valid if taken or authorized by the affirmative vote of the
holders of a majority of the total number of shares outstanding
and entitled to vote thereon, except as otherwise provided in the
Charter of the Corporation.

(3)  So long as permitted by Maryland law, the books of the
Corporation may be kept outside of the State of Maryland at such
place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

(4)  In furtherance, and not in limitation, of the powers
conferred  by  the laws of the State of Maryland,  the  Board  of
Directors is expressly authorized;

    (A)  To make, alter or repeal the By-laws of the Corporation,
    except  where such power is reserved by the By-Laws  to  the
    stockholders, and except as otherwise required by the Investment
    Company Act of 1940, as amended.

                               6
<PAGE>

    (B)  From time to time to determine whether and to what extent
    and at what times and places and under what conditions and
    regulations the books and accounts of the Corporation, or any of
    them, shall be open to the inspection of the stockholders, and no
    stockholder shall have any right to inspect any account or book
    or document of the Corporation, except as conferred by law or
    authorized by resolution of the Board of Directors.

    (C)  Without the assent or vote of the stockholders, to authorize
    and issue obligations of the Corporation, secured and unsecured,
    as the Board of Directors may determine, and to authorize and
    cause to be executed mortgages and liens upon the property of the
    Corporation, real and personal.

    (D)  In addition to the powers and authorities granted herein and
    by statute expressly conferred upon it, the Board of Directors is
    authorized to execute all such powers and do all such acts and
    things as may be exercised or done by the Corporation, subject,
    nevertheless, to the provisions of Maryland law, the Charter and
    the By-Laws of the Corporation.

(5)  The affirmative vote or consent of the holders of two-thirds
of  the  outstanding  shares of the Corporation  is  required  to
authorize any of the following actions:

    (A)  merger or consolidation of the Corporation with an
    open-end investment company;

    (B)  dissolution of the Corporation;

    (C)  sale of all or substantially all of the assets of the
    Corporation;

    (D)  provision for any future presentment of shares by
    stockholders, as set forth in Article IX of this Charter; or

    (E)  amendment to the Charter of the Corporation which makes the
    Common Stock a redeemable security (as such term is defined in
    the Investment Company Act of 1940) or which reduces the two-
    thirds vote required to authorize the actions in (A) through (D)
    above.

                               7
<PAGE>

          IN  WITNESS  WHEREOF, Ellsworth Convertible Growth  and
Income  Fund, Inc. has caused these Amended and Restated Articles
of  Incorporation to be signed in its name and on its  behalf  by
its  duly authorized officers who acknowledge that these Articles
are the act of the Corporation, and further acknowledge that,  to
the  best  of  their knowledge the matters and  facts  set  forth
therein are true in all material respects under the penalties  of
perjury.

          Dated the 24th day of June, 1986.

                                   ______________________
                                   Thomas H. Dinsmore
                                   President

Attest:

____________________________
Sigmund Levine
Secretary

                               8
<PAGE>

          SECOND:  The number of directors of the corporation  is
seven (7).  The names of the directors are:

               Ronald E. Dinsmore
               Thomas H. Dinsmore
               Gordon F. Ahalt
               William A. Benton
               Elizabeth Bogan
               Donald M. Halshed, Jr.
               Duncan O. McKee

          The Board of Directors of the Corporation, at a meeting
duly  convened  and held by telephone on June 18,  1986,  adopted
resolutions  in which were set forth the foregoing amendments  to
the  Charter,  declaring that said amendments and restatement  of
the  Charter was advisable and directing that it be submitted for
action thereon by the stockholders.

          THIRD:   The amendments and restatements of the Charter
of  the Corporation as hereinbefore set forth were approved by  a
consent  in writing setting forth said amendments and restatement
of  the Charter, signed by all the stockholders entitled to  vote
on  said  amendment,  such consent having  been  filed  with  the
records of stockholders' meetings.

          IN  WITNESS  WHEREOF, Ellsworth Convertible Growth  and
Income  Fund, Inc. has caused these presents to be signed in  its
name  and  on  its  behalf by its President and attested  by  its
Secretary, on June 24, 1986.

                                   ELLSWORTH CONVERTIBLE GROWTH
                                   AND INCOME FUND, INC.


                                   By:  /s/ Thomas H. Dinsmore
                                     Thomas H. Dinsmore
                                     President

Attest:

/s/ Sigmund Levine
Sigmund Levine
Secretary

                               9



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A2
<SEQUENCE>4
<FILENAME>ecf-2003_exhibita2.txt
<TEXT>
                                                                 Exhibit (a)(2)
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

          Ellsworth Convertible Growth and Income Fund, Inc., a Maryland
corporation having its principal office at c/o The Corporation Trust
Incorporated, 32 South Street, City of Baltimore, Maryland 21202 (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:

          FIRST:  The charter of the Corporation is hereby amended as follows:

     (a)  Paragraph (1) of Article VI of the Amended and Restated Articles of
Incorporation is amended and restated to read in full as follows:

     (1)  The number of directors of the Corporation shall be seven (7), which
          number may be increased or decreased pursuant to the By-Laws of the
          Corporation but shall never be less than three (3) except for any
          period during which shares of the Corporation are held by less than
          three stockholders and in such instance such number shall not be less
          than the number of stockholders.  The directors shall be classified,
          with respect to the time for which the severally hold office, into
          three classes, as nearly equal in number as reasonably possible, with
          the directors in each class to hold office until their successors are
          elected and qualified.  Each member of the Board of Directors in the
          first class of directors shall hold office until the Annual Meeting
          of Stockholders in 1988, each member of the Board of Directors in the
          second class of directors shall hold office until the Annual Meeting
          of Stockholders in 1989, and each member of the Board of Directors in
          the third class of directors shall hold office until the Annual
          Meeting of Stockholders in 1990.  At each Annual Meeting of the
          Stockholders of the Corporation, the successors to the class of
          directors whose terms expire at that meeting shall be elected to hold
          office for terms expiring at the later of the annual meeting of
          stockholders held in the third year following the year of their
          election or the election and qualification of the successors to such
          class of directors.

     (b)  Paragraphs (4) and (5) are added to Article VI of the Amended and
Restated Articles of Incorporation of the Corporation, which Paragraphs (4) and
(5) read in full as follows:

     (4)  Any one or more directors may be removed only for cause by the
          stockholders as provided herein.  At any annual meeting of
          stockholders of the Corporation or at any special meeting of

<PAGE>

          stockholders of the Corporation, the notice of which shall state that
          the removal of a director or directors is among the purposes of the
          meeting, the holders of the outstanding shares of the Corporation

          entitled to vote thereon, present in person or by proxy, by the
          affirmative vote of at least two-thirds of the outstanding shares of
          the Corporation entitled to vote, may remove such director or
          directors for cause.

     (5)  The affirmative vote or consent of the holders of two-thirds of the
          outstanding shares of the Corporation is required to amend
          paragraph (1),(4) and this paragraph (5) of Article VI of the Charter
          of the Corporation.

     (c)  Paragraph (5) of Article X of the Amended and Restated Articles of
Incorporation of the Corporation is amended by amending and restating
Subparagraph (E) and redesignating Subparagraph (E) as Subparagraph (G), by
deleting the word "or" at the end of Subparagraph (D), and by adding new
Subparagraphs (E) and (F) to Paragraph (5), which Subparagraphs (E), (F)and(G)
read in full as follows:

               (E)  change in the classification of the Corporation from a
          diversified to a non-diversified management investment company as
          defined under the Investment Company Act of 1940;

               (F)  change in the nature of the business of the Corporation so
          that it would cease to be an investment company registered under the
          Investment Company Act of 1940; or

               (G)  amendment to the Charter of the Corporation which makes the
          Common Stock a redeemable security (as such term is defined in the
          Investment Company Act of 1940) or which reduces the two-thirds vote
          required to authorize the actions in (A) through (F) above or this
          subparagraph (G).

          SECOND:  The board of directors of the Corporation by unanimous
written consent pursuant to Section 2-408 of the Corporation and Associations
Article of the Annotated Code of Maryland, on December 2, 1986, duly adopted a
resolution in which was set forth the foregoing amendments to the charter,
declaring that the said amendments of the charter as proposed were advisable
and directing that they be submitted for action thereon by the stock-holders of
the Corporation at the annual meeting of stockholders to be held on January 23,
1987.

          THIRD:  Notice setting forth the said amendments to the charter and
stating that a purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all stockholders entitled to
vote thereon.  The amendments to the charter of the Corporation as hereinabove
set forth were approved by the stockholders of the Corporation at said meeting
by the affirmative vote of a majority of all the votes entitled to be cast
thereon.

          FOURTH:  The amendments to the charter of the Corporation as
hereinabove set forth have been duly advised by the board of directors and
approved by the stockholders of the Corporation.

                                           2
<PAGE>

        IN WITNESS WHEREOF, Ellsworth Convertible Growth and Income Fund, Inc.
has caused these presents to be signed in its name and on its behalf by its
President and attested by its Secretary on January 30, 1987.

                          ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                                   By:   /s/ Thomas H. Dinsmore
                                        President
                                        Thomas H. Dinsmore

[SEAL]


Attest:   /s/ Sigmund Levine
     Secretary
     Sigmund Levine


          THE UNDERSIGNED, President of Ellsworth Convertible Growth and Income
Fund, Inc., who executed on behalf of said corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles of Amendment to
be the corporate act of said corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.

                                   /s/ Thomas H. Dinsmore
                                   Thomas H. Dinsmore

                                           3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A3
<SEQUENCE>5
<FILENAME>ecf-2003_exhibita3.txt
<TEXT>
                                                                 Exhibit (a)(3)
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

     Ellsworth Convertible Growth and Income Fund, Inc., a Maryland corporation
having its principal office at c/o The Corporation trust Incorporated, 32 South
Street, City of Baltimore, Maryland  21202 (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:

     FIRST:    The charter of the Corporation is hereby amended as follows:

   (a)  Paragraph (3) of Article VI of the Amended and Restated Articles of
Incorporation of the Corporation (the "Amended Articles") is deleted.

   (b)  The last sentence of Article VII of the Amended Articles is amended and
restated so that it reads in full as follows:

               No provision of the charter of the Corporation shall be
               effected to require a waiver of compliance with any
               provision of the Securities Act of 1933, as amended, or
               the Investment Company Act of 1940, as amended, or of
               any valid rule, regulation or order of the Securities
               and Exchange Commission thereunder.

   (c)  The Amended Articles hereby are amended further by adding a new Article
XI, which shall read in full as follows:

                                   ARTICLE XI

          Section 1.  To the fullest extent that limitations on the
     liability of directors and officers are permitted by the Maryland
     General Corporation Law, no director or officer of the Corporation
     shall have any liability to the Corporation or its shareholders for
     damages.  This limitation on liability applies to events occurring at
     the time a person serves as a director or officer of the Corporation
     whether or not such person is a director or officer at the time of any
     proceeding in which liability is asserted.

          Section 2.  The Corporation shall indemnify and advance expenses
     to its currently acting and its former directors to the fullest extent
     that indemnification of directors is permitted by the Maryland General
     Corporation Law.  The Corporation shall indemnify and advance expenses
     to its officers to the same extent as its directors and to such
     further extent as is consistent with law.  The Board of Directors may
     by By-law, resolution or agreement make further provision for
     indemnification of directors, officers, employees and agents to the
     fullest extent permitted by the Maryland General Corporation Law.

          Section 3.  No provision of this Article shall be effective to
     protect or purport to protect any director or officer of the
     Corporation against any liability to the Corporation or its security

<PAGE>

     holders to which he would otherwise be subject by reason of willful
     misfeasance, bad faith, gross negligence or reckless disregard of the
     duties involved in the conduct of his office.

          Section 4.  References to the Maryland General Corporation Law in
     this Article are to the law as from time to time amended.  No further
     amendment of the Articles of Incorporation of the Corporation shall
     decrease, but may expand, any right of any person under this Article
     based on any event, omission or proceeding prior to such amendment.

     SECOND:   The Board of Directors of the Corporation on October 21, 1988,
unanimously adopted a resolution which set forth the foregoing amendments to
the charter, declaring that the said amendments of the charter as proposed
were advisable and directing that they be submitted for action thereon by the
shareholders of the Corporation at the annual meeting of shareholders to be
held on January 13, 1989.

     THIRD:    Notice setting forth the said amendments to the charter and
stating that a purpose of the meeting of the shareholders would be to take
action thereon, was given, as required by law, to all shareholders entitled
to vote thereon.  The amendments to the charter of the Corporation as
hereinabove set forth were approved by the shareholders of the Corporation at
said meeting by the affirmative vote of a majority of the shares outstanding
and entitled to vote thereon.

     FOURTH:   The amendments to the charter of the Corporation as hereinabove
set forth have been duly advised by the Board of Directors and approved by the
shareholders of the Corporation.

                                           2
<PAGE>

     IN WITNESS WHEREOF, Ellsworth Convertible Growth and Income Fund, Inc. has
caused these presents to be signed in its name and on its behalf by its
President and attested by its Secretary on January 18, 1989.


                             ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                                   By:/s/ Thomas H. Dinsmore
                                     President
                                     Thomas H. Dinsmore
[SEAL]

Attest:/s/ Sigmund Levine
      Secretary
      Sigmund Levine


     THE UNDERSIGNED, President of Ellsworth Convertible Growth and Income Fund,
Inc., who executed on behalf of said corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles of Amendment to
be the corporate act of said corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.

                                   /s/ Thomas H. Dinsmore
                                   Thomas H. Dinsmore

                                           3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>6
<FILENAME>ecf-2003_exhibitb.txt
<TEXT>
                                                                    Exhibit (b)
                        THIRD AMENDED AND RESTATED BYLAWS

                                       OF

               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                       (Adopted Effective August 21, 2002)

                         ______________________________



                                    ARTICLE I

                                     OFFICES

Section 1.     Principal Office.  The principal office of the Corporation shall
be in the City of Baltimore, State of Maryland.

Section 2.     Other Offices.  The Corporation may also have offices at such
other places both within and without the State of Maryland as the Board of
Directors may from time to time determine or the business of the Corporation
may require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1.     Annual Meetings.  Annual meetings of stockholders shall be held
on such day during the month of January and at such time as shall be designated
by the Board of Directors and stated in the notice of the meeting, at which
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.

Section 2.     Special Meetings.  Special meetings of the stockholders, unless
otherwise provided by law or by the Corporation's Charter, may be called for any
purpose or purposes by a majority of the Board of Directors or the President,
and shall be called by the President or Secretary on the written request of the
stockholders entitled to cast at least 50% of the votes entitled to be cast at
the special meeting.  Such request shall state the purpose or purposes of the
proposed meeting and the matters proposed to be acted on at it.  The Secretary
shall inform such stockholders of the reasonably estimated cost of preparing and
making notice of the meeting and, upon payment to the Corporation by such
stockholders of such costs, the Secretary shall give notice to each stockholder
entitled to notice of the meeting.

Section 3.     Place of Meetings.  The annual meeting and any special meeting of
the stockholders shall be held at such place in or out of the State of Maryland
as the Board of Directors may from time to time determine and set forth in the
notice of the meeting.

Section 4.     Notice of Meetings, Waiver of Notice, Stockholder List.  Notice
of the place, date and time of the holding of each annual and special meeting of

<PAGE>

the stockholders and, if the meeting is a special meeting or notice of the
meeting is required by statute, the purpose or purposes shall be given
personally, by telex, by mail or by electronic mail or any other electronic
means, not less than ten (10) nor more than ninety (90) days before the date of
such meeting, to each stockholder entitled to notice of the meeting.  Notice by
mail shall be deemed to be duly given when deposited in the United States mail
addressed to the stockholder at his or her address as it appears on the records
of the Corporation, with postage thereon prepaid.  Notice by electronic mail
shall be deemed to be duly given when sent to any electronic mail address of the
stockholder.  The notice of every meeting of stockholders may be accompanied by
a form of proxy approved by the Board of Directors in favor of such actions or
persons as the Board of Directors may select.

     Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy or who shall,
either before or after the meeting, submit a signed waiver of notice which is
filed with the records of the meeting.  A meeting of stockholders convened on
the date for which it was called may be adjourned from time to time without
further notice to a date not more than 120 days after the original record date.

     At least five (5) days prior to each meeting of stockholders, the officer
or agent having charge of the share transfer books of the Corporation shall make
a complete list of stockholders entitled to vote at such meeting, in
alphabetical order with the address of and the number of shares held by each
stockholder.

Section 5.     Quorum.  At any meeting of stockholders the presence in person or
by proxy of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum, but this section shall not affect any requirement under the
statute or under the Charter of the Corporation for the vote necessary for the
adoption of any measure.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.  When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

Section 6.     Voting.  Except as otherwise provided by statute or the Charter
of the Corporation, each holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the stockholders to one
vote for every share of such stock standing in his or her name on the record of
stockholders of the Corporation as of the record date determined pursuant to
Section 4 of Article VI of these Bylaws or if such record date shall not have
been so fixed, then at the later of (i) the close of business on the day on
which notice of the meeting is mailed or (ii) the thirtieth day before the
meeting.  All voting rights for the election of Directors are non-cumulative.

     Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him or her by a proxy signed by
such stockholder or his or her duly authorized attorney-in-fact.  Signing may be
accomplished by the stockholder or the stockholder's authorized attorney-in-fact

                                           2
<PAGE>

signing the proxy or causing the stockholder's signature to be affixed to the
proxy by any reasonable means, including facsimile signature.  A stockholder
also may duly authorize another person to act as proxy by transmitting, or
authorizing the transmission of, a telegram, cablegram, datagram, electronic
mail or any other electronic or telephonic means to the person authorized to act
as proxy or to a proxy solicitation firm, proxy support service organization or
other person authorized by the person who will act as proxy to receive the
transmission.  No proxy shall be valid after the expiration of eleven months
from the date thereof, unless otherwise provided in the proxy.  Every proxy
shall be revocable at the pleasure of the person executing it, except in those
cases where such proxy is permitted by law to be irrevocable and where an
irrevocable proxy is coupled with an interest.  Except as otherwise provided by
statute, the Charter of the Corporation or these Bylaws, any corporate action to
be taken by vote of the stockholders, except with respect to the election of
Directors, shall be authorized by a majority of the total votes cast at a
meeting of stockholders at which a quorum is present by the holders of shares
present in person or represented by proxy and entitled to vote on such action.
Action to be taken by vote of the stockholders with respect to the election of
Directors shall be authorized by a plurality.

     If a vote shall be taken on any question other than the election of
Directors, which shall be by written ballot, then unless required by statute or
these Bylaws, or determined by the chairman of the meeting to be advisable, any
such vote need not be by ballot.  On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his or her proxy, if there be such
proxy, and shall state the number of shares voted.

Section 7.     Inspectors.  The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof.  If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote at the meeting shall, appoint
inspectors.  Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability.  The inspectors shall determine the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders.  On request
of the chairman of the meeting or any stockholder entitled to vote at it, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate or any fact found by them.
The report of the inspector on the number of votes represented at the meeting
and the result of the voting shall be prima facie evidence thereof.  No Director
or candidate for the office of Director shall act as inspector of an election of
Directors.  Inspectors need not be stockholders.

Section 8.     Nominations and Proposals by Stockholders.
(a)  Annual Meetings of Stockholders. (1) Nominations of persons for election
to the Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i) pursuant to
the Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder

                                           3
<PAGE>

of record both at the time of giving of notice provided for in this Section 8(a)
and at the time of the annual meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 8(a).

(2)  For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 8, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation and such other business must otherwise be a
proper matter for action by stockholders.  To be timely, a stockholder's notice
shall be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from such anniversary date or if the Corporation has not
previously held an annual meeting, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
Corporation.  In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new time
period for the giving of a stockholder's notice as described above.  Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (ii) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and of the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (x) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner and (y) the number of shares of each class of stock of
the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.

(3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of this
Section 8 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 8(a) shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

                                           4
<PAGE>

(b)  Special Meetings of Stockholders.  Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting.  Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 8(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 8(b).  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be) for election to such position as specified in the Corporation's
notice of meeting, if the stockholder's notice containing the information
required by paragraph (a)(2) of this Section 8 shall be delivered to the
secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.  In no event shall the
public announcement of a postponement or adjournment of a special meeting to a
later date or time commence a new time period for the giving of a stockholder's
notice as described above.

(c)  General.  (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 8 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 8.  The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 8 and, if any proposed nomination or
business is not in compliance with this Section 8, to declare that such
nomination or proposal shall be disregarded.

(2)  For purposes of this Section 8, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.

(3)  Notwithstanding the foregoing provisions of this Section 8, a stockholder
shall also comply with all applicable requirements of state law and of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 8.  Nothing in this Section 8 shall be deemed
to affect any rights of stockholders to request inclusion of proposals in, nor
any rights of the Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

Section 9.     Consent of Stockholders in Lieu of Meeting.  Except as otherwise
provided by statute or the Charter of the Corporation, any action required or
permitted to be taken at any meeting of stockholders may be taken without a

                                           5
<PAGE>
meeting, if the following are filed with the records of stockholders' meetings:
(i) a unanimous written consent which sets forth such action, and is signed by
each stockholder entitled to vote on the matter and (ii) a written waiver of any
right to dissent is signed by each stockholder entitled to notice of the meeting
but not entitled to vote at it.



                                   ARTICLE III

                               BOARD OF DIRECTORS

Section 1.     General Powers.  Except as otherwise provided in the Charter of
the Corporation, the business and affairs of the Corporation shall be managed
under the direction of the Board of Directors.  All powers of the Corporation
may be exercised by or under authority of the Board of Directors except as
conferred on or reserved to the stockholders by law or by the Charter of the
Corporation or these Bylaws.

Section 2.     Number of Directors.  The number of Directors shall be fixed from
time to time by resolution of the Board of Directors adopted by a majority of
the Directors then in office; provided, however, that the number of Directors
shall in no event be less than three (except for any period during which shares
of the Corporation are held by fewer than three stockholders).  Any vacancy
created by an increase in Directors may be filled in accordance with Section 8
of this Article III.  No reduction in the number of Directors shall have the
effect of removing any Director from office prior to the expiration of his or
her term unless such Director is specifically removed pursuant to Section 7 of
this Article III at the time of such decrease.  Until the first annual meeting
of stockholders or until successors are duly elected and qualify, the Board
shall consist of the persons named as such in the Charter of the Corporation.
Unless the Board of Directors adopts a policy that provides otherwise, Directors
need not be stockholders.

Section 3.     First Meeting of Directors.  The first meeting of each newly
elected Board of Directors shall be held immediately following and at the same
place as the annual meeting of stockholders and no notice of such meeting shall
be necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event such meeting is not
held at the said time and place, the meeting may be held at such time and place
as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the Directors.

Section 4.     Election and Term of Directors.  At the first annual meeting of
stockholders and at each annual meeting thereafter, the stockholders shall elect
Directors to hold office.  For purposes of this Article III, a potential
Director will not be deemed to be qualified to serve as a Director unless, after
giving effect to his or her election to the Board of Directors, at least two-
thirds of the Board of Directors would be Independent Directors, as defined in
Section 5 below.  The Directors shall be classified, with respect to the time
for which they severally hold office, into three classes, with the Directors in
each class to hold office until their successors are elected and qualified, or
until their death, or until they shall have resigned, or have been removed as
hereinafter provided in these Bylaws, or as otherwise provided by statute or the
Charter of the Corporation.  At each annual meeting of the stockholders of the
Corporation, the successors to the class of Directors whose terms expire at that
meeting shall be elected to hold office for terms expiring at the later of the
annual meeting of stockholders held in the third year following the year of

                                           6
<PAGE>

their election or the election and qualification of the successors to such class
of Directors.  Directors elected at an annual meeting of stockholders to fill a
vacancy in a class of Directors whose terms do not expire at such annual meeting
shall be elected to hold office for terms expiring at the later of the annual
meeting of stockholders as of which the terms of such class expire or the
election and qualification of the successors to such class of Directors.

Section 5.     Independent Directors.  For purposes of these Bylaws, a Director
shall be deemed to be an "Independent Director" if he or she:  (i) is not an
"interested person" of the Corporation within the meaning of the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder and (ii) is not a former officer or director of the Corporation's
investment adviser or its subsidiary.

Section 6.     Resignation.  A Director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board or the
Chairman of the Board or the President or the Secretary.  Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 7.     Removal of Directors.  A Director of the Corporation may be
removed, only as provided in the Charter of the Corporation or, if the Charter
of the Corporation does not so provide, then only as provided by the Maryland
General Corporation Law.

Section 8.     Vacancies.  The stockholders may elect a successor to fill a
vacancy on the Board of Directors which results from a removal of a Director
pursuant to Section 7 of Article III of these Bylaws.  A majority of the
remaining Directors, whether or not sufficient to constitute a quorum, may fill
a vacancy which results from any cause except an increase in the number of
Directors, and a majority of the entire Board of Directors may fill a vacancy
which results from an increase in the number of Directors; provided, that:  (i)
the Independent Director requirements specified in Section 4 above are
satisfied, and (ii) after the filling of said vacancy or vacancies, at least
two-thirds of the Directors then holding office shall have been elected by the
stockholders of the Corporation.  In the event that at any time there is a
vacancy in any office of a Director which vacancy may not be filled by the
remaining Directors, a special meeting of the stockholders shall be held as
promptly as possible and in any event within sixty days, for the purpose of
filling said vacancy or vacancies.  Further, if at any time fewer than two-
thirds of the Directors are Independent Directors, the Board of Directors shall,
at the next regularly scheduled meeting or any special meeting, consider
electing additional Independent Directors to the Board.  A Director elected by
the Board of Directors to fill a vacancy serves until the next annual meeting of
stockholders and until his or her successor is elected and qualifies.  A
Director elected by the stockholders to fill a vacancy which results from the
removal of a Director serves for the balance of the term of the removed
Director.

                                           7
<PAGE>

Section 9.     Regular Meetings.  Regular meetings of the Board may be held
without notice at such times and places in or out of the State of Maryland as
shall from time to time be determined by the Board of Directors.

Section 10.    Special Meetings.  Special meetings of the Board may be called
by the Chairman of the Board, the President, or by a majority of the Directors
either in writing or by vote at a meeting, and may be held at any place in or
out of the State of Maryland as the Board may from time to time determine.

Section 11.    Notice of Special Meetings.  Notice of each special meeting of
the Board shall be given by the Secretary as hereinafter provided, in which
notice shall be stated the time and place of the meeting.  Notice of each such
meeting shall be delivered to each Director, either personally or by telephone,
facsimile, telegraph, telex, cable or wireless, at least twenty-four hours
before the time at which such meeting is to be held, or by first-class mail,
postage prepaid, addressed to him or her at his or her residence or usual place
of business, at least three days before the day on which such meeting is to be
held.

Section 12.    Waiver of Notice of Special Meetings.  Notice of any special
meeting need not be given to any Director who shall, either before or after the
meeting, sign a written waiver of notice which is filed with the records of the
meeting or who shall attend such meeting.  Except as otherwise specifically
required by these Bylaws, a notice or waiver of notice of any meeting need not
state the purposes of such meeting.

Section 13.    Quorum and Voting.  A majority of the entire Board of Directors
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and except as otherwise
expressly required by statute, the Charter of the Corporation, these Bylaws, the
Investment Company Act of 1940, as amended, or other applicable statute.  The
act of a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board; provided, however, that the approval of
any contract with an investment adviser or principal underwriter, as such terms
are defined in the Investment Company Act of 1940, as amended, which the
Corporation enters into or any renewal or amendment thereof, the approval of the
fidelity bond required by the Investment Company Act of 1940, as amended, and
the selection of the Corporation's independent public accountants shall each
require the affirmative vote of a majority of the Directors who are Independent
Directors.  If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may by a majority vote of the Directors present
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.  At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.

Section 14.    Written Consent of Directors in Lieu of a Meeting.  Except to the
extent otherwise specifically prohibited by applicable law, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.

Section 15.    Meeting by Conference Telephone.  Members of the Board of
Directors, or any committee of the Board of Directors, may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same

                                           8
<PAGE>

time.  Participation in a meeting by these means constitutes presence in person
at a meeting, except as otherwise provided by statute

Section 16.    Compensation.  The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors.  A Director may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director, or both such fixed sum and stated salary.  No such payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings

Section 17.    Investment Policies.  It shall be the duty of the Board of
Directors to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Corporation are at all
times consistent with the investment policies and restrictions with respect to
securities investments and otherwise of the Corporation.  The Board, however,
may delegate the duty of management of the assets and the administration of its
day-to-day operations to an individual or corporate management company or
investment adviser pursuant to a written contract or contracts which have
obtained the requisite approvals, including the requisite approvals or renewals
thereof, of the Board of Directors or the stockholders of the Corporation in
accordance with the provisions of the Investment Company Act of 1940, as
amended.

Section 18.    Use of Assets by Independent Directors.  The Independent
Directors of the Corporation, as defined in Section 5 above, or a committee
consisting of one or more Independent Directors, may use the assets of the
Corporation to retain experts, including legal counsel other than regular legal
counsel to the Corporation and the Independent Directors, when they deem it
necessary to further the interests of the Corporation's stockholders.


                                   ARTICLE IV

                                   COMMITTEES

Section 1.     Audit and Nominating and Administration Committees.  The Board
shall, by resolution adopted by a majority of the entire Board, designate an
Audit Committee and a Nominating and Administration Committee, each consisting
of one or more Directors and having such powers and duties as the Board of
Directors may, by resolution and in the Charter of such Committee, prescribe.

Section 2.     Other Committees of the Board.  The Board may from time to time,
by resolution adopted by a majority of the entire Board, designate one or more
other committees of the Board, each consisting of one or more Directors and
having such powers and duties as the Board of Directors may, by resolution and
in the Charter of such Committee, prescribe.

Section 3.     Limitation of Committee Powers.  No committee of the Board shall
have power or authority to:
(a)  recommend to stockholders any action requiring authorization of
stockholders pursuant to statute or the Charter of the Corporation;

                                           9
<PAGE>

(b)  approve or terminate any contract with an investment adviser or principal
underwriter, as such terms are defined in the Investment Company Act of 1940, as
amended, or take any other action required to be taken by the Board of Directors
by the Investment Company Act of 1940, as amended;

(c)  amend or repeal these Bylaws or adopt new Bylaws;

(d)  declare dividends or other distributions or issue capital stock of the
Corporation; or

(e)  approve any merger or share exchange which does not require stockholder
approval.

Section 4.     General.  A majority of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee; any member of any committee
shall be deemed to be present in person if such member participates in the
meeting by conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.  The
Board may designate a chairman of any committee and such chairman or any two
members of any committee may fix the time and place of its meetings unless the
Board shall otherwise provide.  In the absence of disqualification of any member
or any committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.  The Board shall have the
power at any time to change the membership of any committee, to fill all
vacancies, to designate alternate members, to replace any absent or disqualified
member, or to dissolve any such committee.  All committees shall keep written
minutes of their proceedings and shall report such minutes to the Board.  Each
committee shall have a Charter which shall be adopted by the Board.


                                 ARTICLE V

                         OFFICERS, AGENTS AND EMPLOYEES

Section 1.     Number and Qualifications.  The Officers of the Corporation shall
be a Chairman of the Board, a President, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors.  None of the officers, except
the Chairman of the Board and the President, need be members of the Board of
Directors.  The Board of Directors may elect or appoint one or more Vice
Presidents and may also appoint such other officers, agents and employees as it
may deem necessary or proper.  Any two or more offices may be held by the same
person, except the offices of President and Vice President, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.  Such
officers shall be elected by the Board of Directors each year at its first
meeting held after the annual meeting of stockholders, each to hold office until
the meeting of the Board following the next annual meeting of the stockholders
and until his or her successor shall have been duly elected and shall have
qualified, or until his or her death, or until he or she shall have resigned, or
have been removed, as hereinafter provided in these Bylaws.  The Board may from
time to time elect or appoint or delegate to the Chairman of the Board or the

                                           10
<PAGE>

President the power to appoint such officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries), and such agents, as may be necessary or desirable for the business
of the Corporation.  Such other officers and agents shall have such duties and
shall hold their offices for such terms as may be prescribed by the Board or by
the appointing authority.

Section 2.     Resignations.  Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board, the
Chairman of the Board, the President or the Secretary.  Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein immediately upon its receipt;
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

Section 3.     Removal of Officer, Agent or Employee.  Any officer, agent or
employee of the Corporation may be removed by the Board of Directors if in its
judgment it finds that the best interests of the Corporation will be served.
The Board may delegate such power of removal as to agents and employees not
elected or appointed by the Board of Directors.  Such removal shall be without
prejudice to such person's contract rights, if any, but the appointment of any
person as an officer, agent or employee of the Corporation shall not of itself
create contract rights.

Section 4.     Vacancies.  A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
these Bylaws for the regular election or appointment to such office.

Section 5.     Compensation.  The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any committee or to any officer in respect of other officers under
his or her control.  No officer shall be precluded from receiving such
compensation by reason of the fact that he or she is also a Director of the
Corporation.

Section 6.     Bonds or other Security.  If required by the Board, any officer,
agent or employee of the Corporation shall give a bond or other security for the
faithful performance of his or her duties, in such amount and with such surety
or sureties as the Board may require.

Section 7.     Chairman of the Board.  The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have the general and active
management of the business of the Corporation and general and active supervision
and direction over the other officers, agents and employees and shall see that
their duties are properly performed.  He or she shall, if present, preside at
each meeting of the stockholders and the Board and shall be an ex officio member
of all committees of the Board.  He or she shall perform all duties incident to
the office of Chairman of the Board and chief executive officer and such other
duties as may from time to time be assigned to him or her by the Board.  In the
case of the absence of the President or his or her inability to act, the
Chairman of the Board shall perform the duties of the President and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President.  He or she shall perform all duties incident to the office

                                           11
<PAGE>

of President and such other duties as from time to time may be assigned to him
or her by the Board or these Bylaws.

Section 8.     President.  The President shall be the chief administrative
officer of the Corporation and shall have general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers, subject, however, to the direction of the Chairman of the Board and
the control of the Board.  At the request of the Chairman of the Board, or in
the case of his or her absence or inability to act, the President shall perform
the duties of the Chairman of the Board and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Chairman of the
Board.

Section 9.     Vice Presidents.  In the absence of the President or in the event
of his or her refusal to act, and if a Vice President has been appointed by the
Board of Directors, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated by the Directors, or
in the absence of any designation, then in the order of their election) shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.  Each Vice
President shall perform such other duties as from time to time may be assigned
to him or her by the Board, the Chairman of the Board or the President.

Section 10.    Treasurer.  The Treasurer shall:
(a)  have charge and custody of, and be responsible for, all the funds and
securities of the Corporation, except those which the Corporation has placed in
the custody of a bank or trust company or member of a national securities
exchange (as that term is defined in the Securities Exchange Act of 1934)
pursuant to a written agreement designating such bank or trust company or member
of a national securities exchange as custodian of the property of the
Corporation;

(b)  keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation except that such functions may be delegated to the
custodian of the property of the Corporation pursuant to a written agreement;

(c)  cause all moneys and other valuables to be deposited to the credit of the
Corporation;

(d)  receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever;

(e)  disburse the funds of the Corporation and supervise the investment of its
funds as ordered or authorized by the Board, taking proper vouchers therefor;
and

(f)  in general, perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
Board, the Chairman of the Board or the President.

Section 11.    Assistant Treasurers.  In the absence or disability of the
Treasurer, or when so directed by the Treasurer, any Assistant Treasurer may

                                           12
<PAGE>

perform any or all of the duties of the Treasurer, and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Treasurer.  Each Assistant Treasurer shall perform all such other duties as from
time to time may be conferred upon or assigned to him or her by the Board of
Directors, the President or the Treasurer.

Section 12.    Secretary.  The Secretary shall:
(a)  keep or cause to be kept in one or more books provided for the purpose, the
minutes of all meetings of the Board, the committees of the Board and the
stockholders;

(b)  see that all notices are duly given in accordance with the provisions of
these Bylaws and as required by law;

(c)  be custodian of the records and the seal of the Corporation and affix and
attest the seal to all stock certificates of the Corporation, if any, (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;

(d)  see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and

(e)  in general, perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
Board, the Chairman of the Board or the President.

Section 13.    Assistant Secretaries.  In the absence or disability of the
Secretary, or when so directed by the Secretary, any Assistant Secretary may
perform any or all of the powers of, and be subject to all restrictions upon,
the Secretary.  Each Assistant Secretary shall perform such other duties as from
time to time may be conferred upon or assigned to him or her by the Board of
Directors, the President or the Secretary.

Section 14.    Delegation of Duties.  In case of the absence of any officer of
the Corporation, or for any other reason that the Board may deem sufficient, the
Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any Director.


                                   ARTICLE VI

                                  CAPITAL STOCK

Section 1.     Stock Certificates.  Each stockholder shall be entitled to
have a certificate or certificates, in such form as shall be approved by the
Board which shall represent and certify the number of shares of stock of the
Corporation owned by him or her; provided, however, that certificates for
fractional shares will not be delivered in any case.  The certificates
representing shares of stock shall be signed by the Chairman of the Board, the
President or a Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of
the Corporation.  Any or all of the signatures or the seal on the certificate
may be a facsimile.  In case any officer, transfer agent or registrar who has

                                           13
<PAGE>

signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate shall be issued, it may be issued by the Corporation with the same
effect as if such officer, transfer agent or registrar were still in office at
the date of issue.

Section 2.    Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of stockholders as the owner
of such share or shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions and to vote as such owner,
and the Corporation shall not be bound to recognize any equitable or legal claim
to or interest in any such share or shares on the part of any other person.

Section 3.     Transfer Agents and Registrars.  The Corporation may have
one or more transfer agents and one or more registrars of its stock, whose
respective duties the Board of Directors may, from time to time, define.  No
certificate of stock shall be valid until countersigned by a transfer agent, if
the Corporation shall have a transfer agent or until registered by a registrar,
if the Corporation shall have a registrar.  The duties of transfer agent and
registrar may be combined.

Section 4.     Record Date and Closing of Transfer Books.  The Board of
Directors may fix, in advance, a date as the record date for the purpose of
determining stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any rights, or in order to make a determination of stockholders for
any other proper purpose.  Such date, in any case, shall be not more than ninety
(90) days, and in case of a meeting of stockholders not less than ten (10) days,
prior to the date on which the particular action requiring such determination of
stockholders is to be taken.  Shares of the Corporation's stock acquired by the
Corporation between the record date and the time of the applicable meeting may
be voted at the meeting by the holder of record as of the record date and shall
be counted in determining the total number of outstanding shares entitled to be
voted at the meeting.  In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, twenty (20) days.  If the stock transfer books
are closed for the purpose of determining stockholders, such books shall be
closed for at least ten (10) days immediately preceding such meeting.  Only
stockholders of record on such date shall be entitled to notice of and to vote
at such meeting or by consent or to receive such dividends or rights, as the
case may be.

Section 5.     Regulations.  The Board may make such additional rules and
regulations, not inconsistent with these Bylaws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.

Section 6.     Lost, Stolen, Destroyed or Mutilated Certificates.  The Board of
Directors may direct a new certificate or certificates to be issued in place of

                                           14
<PAGE>

any certificate or certificates theretofore issued by the Corporation alleged to
have been stolen, lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be stolen, lost or
destroyed or upon receipt of other satisfactory evidence of such loss or
destruction.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and to give the Corporation a bond,
with sufficient surety, to indemnify it against any loss or claim which may
arise by reason of the issuance of a new certificate.

Section 7.     Stock Ledgers.  The Corporation shall not be required to keep
original or duplicate stock ledgers at its principal office in the City of
Baltimore, Maryland, but stock ledgers shall be kept at the offices of the
transfer agent of the Corporation's capital stock.  Such stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.


                                   ARTICLE VII

                               GENERAL PROVISIONS

Section 1.     Seal.  The Board of Directors shall provide a suitable seal,
bearing the name of the Corporation, which shall be in charge of the Secretary.
The Board of Directors may authorize one or more duplicate seals and provide for
the custody thereof If the Corporation is required to place its corporate seal
on a document, it is sufficient to meet any requirement of any law, rule, or
regulation relating to a corporate seal to place the word "Seal" adjacent to the
signature of the person authorized to sign the document on behalf of the
Corporation.

Section 2.     Fiscal Year.  Unless otherwise determined by the Board, the
fiscal year of the Corporation shall end on the 30th day of September in each
year.

Section 3.     Depositories.  The funds of the Corporation shall be deposited
with such banks or other depositories as the Board of Directors of the
Corporation may from time to time determine.

Section 4.     Custodians.  All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine.  Every arrangement
entered into with any bank or other company for the safekeeping of the
securities and investments of the Corporation shall contain provisions complying
with the Investment Company Act of 1940, as amended, and the general rules and
regulations thereunder.

Section 5.     Dividends.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Charter of the Corporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.  Dividends may be paid in cash, in property, or in its own shares,
subject to the provisions of the Maryland General Corporation Law and of the
Charter of the Corporation, and further subject to the provisions if any of an
automatic dividend investment plan or other similar plan which the Board of
Directors may adopt, which may give stockholders the right to receive dividends

                                           15
<PAGE>

and distributions in cash and/or shares at their option, and may provide that
such shares shall be issued at net asset value notwithstanding that the same is
below market value.

Section 6.     Checks, Notes, Drafts, etc.  Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money
issued in the name of the Corporation shall be signed by such officer or
officers or person or persons as the Board of Directors shall from time to time
designate.

Section 7.    Reports.  The Corporation shall transmit to its stockholders semi-
annual unaudited or audited reports of its financial condition and annual
reports audited by independent public accountants.

Section 8.     Amendments.  These Bylaws or any of them may be amended, altered
or repealed and new Bylaws adopted, only by the Directors of the Corporation by
the affirmative vote of a majority of the Directors at any regular or special
meeting of the Board of Directors or by unanimous written consent of the
Directors.

                                           16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D2
<SEQUENCE>7
<FILENAME>ecf-2003_exhibitd2.txt
<TEXT>

                                                                 Exhibit (d)(2)

RIGHTS CERTIFICATE NUMBER                                 CUSIP NUMBER

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


                                                                -------------
                                                                    RIGHTS


     THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
    COMPANY'S PROSPECTUS DATED OCTOBER ___, 2003 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT.

              ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                      INCORPORATED UNDER THE LAWS OF THE
                               STATE OF MARYLAND

                          SUBSCRIPTION CERTIFICATE

       VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.,
       EASTERN TIME, ON NOVEMBER 19, 2003 UNLESS THE OFFER IS EXTENDED


REGISTERED OWNER:

The registered owner of this Subscription Certificate is entitled to subscribe
for  one  share ("Share") of the Common Stock of Ellsworth Convertible  Growth
and  Income Fund, Inc. for every six rights ("Rights") held, one of which  has
been  issued  (such  issuance includes rounding up to the  nearest  number  of
Rights evenly divisible by six) for each share of Common Stock owned of record
on  October 14, 2003 (the "Record Date").  If such registered owner subscribes
for  the  maximum number of Shares to which he or she is entitled through  the
Primary  Subscription,  he or she is entitled to subscribe  for  an  unlimited
number of additional Shares not otherwise subscribed for pursuant to the Over-
Subscription  Privilege, subject to allocation as described in the  Prospectus
dated  October  ___,  2003,  if there are sufficient  available  Shares.   All
subscriptions are subject to the terms and conditions set forth herein and  in
the Prospectus.

THE  NON-TRANSFERABLE RIGHTS REPRESENTED BY THIS SUBSCRIPTION CERTIFICATE  MAY
BE  EXERCISED  BY DULY COMPLETING THE REVERSE SIDE HEREOF AND SUBMITTING  FULL
PAYMENT  OF  THE ESTIMATED SUBSCRIPTION PRICE FOR EACH SHARE OF  COMMON  STOCK
SUBSCRIBED FOR.

  FOR FINAL PRICING OF SHARES PURSUANT TO THE RIGHTS OFFERING PLEASE READ THE
                           BACK OF THIS CERTIFICATE.

________________________________        _____________________________
Thomas H. Dinsmore, Chairman            Gary I. Levine, Treasurer


                  COUNTERSIGNED AND REGISTERED:
                     AMERICAN STOCK TRANSFER & TRUST COMPANY,
                         (New York, NY)   TRANSFER AGENT
                                         AND REGISTRAR

                By:                    AUTHORIZED SIGNATURE

<PAGE>

             DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

           For delivery by mail, hand delivery or overnight courier:

                    American Stock Transfer & Trust Company
                          59 Maiden Lane, Plaza Level

                              New York, NY 10038

   Delivery other than in the manner or to the address listed above will not
                          constitute valid delivery.

               PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


                Primary Subscription Entitlement

            Number of Rights Issued: __________ /6 = __________ new Shares


A.   YOU HAVE FOUR CHOICES:

1.   You can subscribe for all the new Shares listed in the box above (the
     "Primary Subscription");

2.   You can subscribe for more than the number of new Shares listed in the
     box above (the "Over-Subscription Privilege"). Certain stockholders may
     choose not to subscribe, and their shares may be available to you subject
     to an allocation process as described in the Prospectus;

3.   You can subscribe for less than the number of new Shares listed in the
     box above; or

4.   If you do not wish to purchase additional Shares, disregard this material.

B.   INSTRUCTIONS:

In order to purchase shares of the Ellsworth Convertible Growth and Income
Fund, Inc. pursuant to the rights offering, please be sure to:

1.   Complete the information below under Section C and Section D.

2.   Sign below under Section F.

3.   Return this completed and signed Subscription Certificate together with
     payment by the method marked in Section D as calculated in Section C of
     this Subscription Certificate to American Stock Transfer & Trust Company
     in the envelope provided before 5:00 p.m., Eastern time, on November 19,
     2003, (the "Expiration Date").

4.   Alternatively, you may contact your broker and complete a Notice of
     Guaranteed Delivery form.

C.   ENTER ONE CHOICE ONLY:

[  ] 1.  I wish to apply for the Primary Subscription (6 Rights = 1 share)
         see box above:

         ________   x   $___________      =     Total Due   $__________
         (Shares)       (estimated price)


[  ] 2.  I wish to apply for the Primary Subscription plus the Over-
         Subscription Privilege:

         Primary Subscription Shares: ______ x $____________  =   $__________
                                     (Shares)  (estimated price)
         Plus Additional Shares:      ______ x $____________  =   $__________
                                     (Shares)  (estimated price)

                   Total Shares:      ______            Total Due $__________


[  ] 3.  I wish to apply for less than the number of new Shares listed in the
         box above.

         Enter number of Shares:______ x $____________ = Total Due $_________
                               (Shares)  (estimated price)

Control No. ___________                               Account No. ___________

D.   METHOD OF PAYMENT (CHECK ONE)

[  ]    Check or bank draft drawn on a U.S. bank, or postal telegraphic or
        express money order payable to "American Stock Transfer & Trust
        Company, as Subscription Agent."  Funds paid by an uncertified check
        may take at least five business days to clear.

[  ]    Wire transfer of immediately available funds directly to the account
        maintained by American Stock Transfer & Trust Company, as
        Subscription Agent, for purposes of accepting subscriptions in this
        Rights Offering at JP Morgan Chase Bank, 55 Water Street, New York,
        New York 10005, ABA #21000021, Account #323-890113.

E.   FINAL PRICING (SUBSCRIPTION PRICE):

The actual subscription price (the "Subscription Price") will be the lesser of
95%  of  (a)  the  net  asset value per share of the Fund's  Common  Stock  on
November  20,  2003, (the "Pricing Date") or (b) the average  of  the  volume-
weighted  average sales prices of a share of the Fund's Common  Stock  on  the
American  Stock  Exchange on the Pricing Date and the four  preceding  trading
days.   This  will be your final Subscription Price for the new  shares.   The
Estimated  Subscription Price for purposes of exercising Rights is $_____  per
Share.

It  is possible that stockholders will receive a refund or be required to  pay
an   additional   amount  equal  to  the  difference  between  the   Estimated
Subscription Price of $_____, and the final Subscription Price.

F.    I  acknowledge  that  I  have received the Prospectus  for  this  rights
offering,  and  I hereby irrevocably subscribe for the number  of  new  Shares
indicated  in  Section C of this Subscription Certificate upon the  terms  and
conditions specified in the Prospectus. I understand and agree that I will  be
obligated to pay any additional amount to the Fund if the Subscription  Price,
as  determined on the Expiration Date, is in excess of $_____ per  Share,  the
Estimated Subscription Price per Share.

I  hereby agree that if I fail to pay in full for the Shares for which I  have
subscribed,  the  Fund may exercise any of the remedies provided  for  in  the
Prospectus.

______________________________________________________________________________

______________________________________________________________________________
                      Signature(s) of Subscriber(s)

______________________________________________________________________________
                          Signature Guarantee
                     (If required, see Section G)

Telephone number (including area code): ______________________________________

G.    If  you wish to have your Shares and refund check (if any) delivered  to
another  address  other than that listed on this Subscription Certificate  you
must  have  your  signature(s) guaranteed in Section F. Appropriate  signature
guarantors  include:  banks and savings associations,  credit  unions,  member
firms  of  a  national securities exchange, municipal securities  dealers  and
government  securities  dealers. Please provide  delivery  address  below  and
please note if it is a permanent change.

Other Address:

______________________________________________________________________________

PLEASE  CALL GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE FUND'S INFORMATION
AGENT AT (888) 705-1032 IF YOU HAVE ANY QUESTIONS ABOUT THE RIGHTS OFFERING.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D3
<SEQUENCE>8
<FILENAME>ecf-2003_exhibitd3.txt
<TEXT>
                                                                 Exhibit (d)(3)
                  NOTICE OF GUARANTEED DELIVERY
                  For Shares of Common Stock of

       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
          Subscribed for under the Primary Subscription
               and the Over-Subscription Privilege
                (together, the "Rights Offering")


     Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund")
issued to its shareholders of record, as of the close of business on
October 14, 2003 ("Record Date"), non-transferable rights ("Rights") in
the ratio of one Right for each whole share of the Fund's common stock
held on the Record Date, rounded up to the nearest number of Rights
evenly divisible by six, entitling the holders thereof to subscribe for
new Shares (the "Shares") at a rate of one new Share of common stock of
the Fund for each six Rights held (the "Primary Subscription") with the
right to subscribe for additional Shares not subscribed for by others
in the Primary Subscription (the "Over-Subscription Privilege").  The
terms and conditions of the Rights Offering are set forth in the
Prospectus, which is incorporated into this document by reference.
Capitalized terms herein shall have the same meaning as defined in the
Prospectus.  As set forth in the Prospectus, this form, or one
substantially equivalent hereto, may be used as a means of effecting
subscription and payment for all Shares subscribed for under the
Primary Subscription and the Over-Subscription Privilege. This form may
be delivered by hand or sent by facsimile transmission, overnight
courier or first class mail to the Subscription Agent.

                   The Subscription Agent is:
             AMERICAN STOCK TRANSFER & TRUST COMPANY

        By First-Class Mail:                        By Facsimile:
           59 Maiden Lane                          (718) 236-2641
             Plaza Level
         New York, NY 10038

                      Confirm by telephone to:
                  (800) 937-5449 or (718) 921-8200

    By Express Mail or Overnight Courier:             By Hand:
               59 Maiden Lane                  (9:00 a.m. - 5:00 p.m.)
                 Plaza Level                       59 Maiden Lane
             New York, NY 10038                      Plaza Level
                                                 New York, NY 10038


DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm, bank or trust company or other
nominee that completes this form must communicate this guarantee and
the number of Shares subscribed for in connection with this guarantee
(separately disclosed as to the Primary Subscription and the Over-
Subscription Privilege) to the Subscription Agent and must deliver this
Notice of Guaranteed Delivery of Payment to the Subscription Agent
prior to 5:00 p.m., Eastern time, on the Expiration Date, November 19,
2003, unless the Offer is extended by the Fund. This Notice of
Guaranteed Delivery guarantees delivery to the Subscription Agent of
(a) payment in full for all subscribed Shares, and (b) a properly
completed and signed Subscription Certificate (which certificate and
payment of the Estimated Subscription Price per Share must then be
received no later than the close of business on November 24, the third
business day after the Expiration Date, unless the offer is extended,
and final payment of the actual Subscription Price no later than the
close of business December __, 2003, ten days after the Confirmation
Date).  Failure to deliver this Notice or to make the delivery
guaranteed will result in a forfeiture of the Rights.

                            GUARANTEE

     The undersigned, a member firm of the New York Stock Exchange or a
bank or trust company having an office or correspondent in the United
States, hereby guarantees delivery to the Subscription Agent by no
later than 5:00 p.m., Eastern time, on November 24, 2003 (unless
extended as described in the Prospectus) of (a) a properly completed
and executed Subscription Certificate and (b) payment of the full
Estimated Subscription Price for Shares subscribed for on Primary
Subscription and for any additional Shares subscribed for pursuant to
the Over-Subscription Privilege, as subscription for such Shares is
indicated herein or in the Subscription Certificate.

                                   (continued on other side)

                                  2
<PAGE>
                                          Broker Assigned Control#_____
<TABLE>
<CAPTION>

       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

<S>                <C>             <C>                                     <C>
1. Primary         Number of       Number of Shares pursuant to Primary    Payment to be made in
   Subscription    Rights          Subscription requested for which you    connection
                   to be           are guaranteeing delivery of Rights     With Shares from Primary
                   exercised       and payment                             Subscription


                   _______Rights = ______________Shares                    $_________________
                                   (Rights / by 6)

2. Over-                           Number of Shares pursuant to Over-      Payment to be made in
   Subscription                    Subscription Requested for which        connection with Shares
                                   you are guaranteeing payment            from Over-Subscription


                                   ______________Shares                    $__________________

3. Totals          Total Number    Total Number of Shares Requested
                   of Rights to
                   be Delivered

                   _______Rights   ______________Shares                    $__________________
                                                                            Total Payment
</TABLE>

Method of delivery (circle one)

A.   Through Depository Trust Company ("DTC")

B.   Direct to American Stock Transfer & Trust Company, as Subscription
     Agent.  Please indicate below how the Rights to be delivered
     should be registered.

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

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

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

     Please sign a unique control number for each guarantee submitted.
This number needs to be referenced on any direct delivery of Rights or
any delivery through DTC. In addition, please note that if you are
guaranteeing for Shares subscribed pursuant to the Over-Subscription
Privilege and you are a DTC participant, you must also execute and
forward to American Stock Transfer & Trust Company a DTC Participant
Over-Subscription Exercise form.

- -----------------------------        -----------------------------------
Name of Firm                         Authorized Signature

- -----------------------------        -----------------------------------
DTC Participant Number               Title

- -----------------------------        -----------------------------------
Address                              Name (Please Type or Print)

- -----------------------------        -----------------------------------
Zip Code                             Phone Number

- -----------------------------        -----------------------------------
Contact Name                         Date

                                  3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.E
<SEQUENCE>9
<FILENAME>ecf-2003_exhibite.txt
<TEXT>
                                                                     Exhibit (e)
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.

<PAGE>

	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 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

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.

<PAGE>

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.)


.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.G
<SEQUENCE>10
<FILENAME>ecf-2003_exhibitg.txt
<TEXT>
                                                                     Exhibit (g)

                          INVESTMENT ADVISORY AGREEMENT



    THIS AGREEMENT is entered into this 12th day of January, 2001 by and between
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC., a Maryland corporation (the
"Company"), and DAVIS-DINSMORE MANAGEMENT COMPANY, a Delaware corporation (the
"Adviser").

                                   Background

          The Company is registered as a diversified, closed end management
investment company under the Investment Company Act of 1940 (the "1940 Act").
The Adviser is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act").  The Company desires to engage the
Adviser to provide investment advisory services to the Company, and the Adviser
desires to provide such services to the Company, all on the terms and conditions
set forth below.

          NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:

                                    Agreement

          SECTION 1.  Appointment of Investment Adviser.  The Company hereby
appoints the Adviser to provide investment advisory services to the Company, and
the Adviser hereby accepts such appointment, subject to the terms and conditions
set forth in this Agreement.

          SECTION 2.  Advisory Services.  Subject at all times to the
supervision of the Board of Directors of the Company, the Adviser shall
supervise all aspects of the Company's operations, including the investment and
reinvestment of cash, securities or other properties comprising the Company's
assets.

          In carrying out its obligations in the preceding paragraph of this
Section 2, the Adviser shall (a ) supervise all aspects of the operations of the
Company; (b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or any industry or the
Company or any issuer of securities held or to be purchased by the Company; (c)
determine which issuers and securities shall be represented in the Company's
investment portfolio and regularly report thereon to the Board of Directors; (d)
place orders for the purchase and sale of securities for the Company; and (e)
take, on behalf of the Company, such other action as may be necessary or
appropriate in connection with the foregoing.

          In placing orders for the purchase and sale of securities for the
Company, the Adviser shall be guided by the Company's investment objectives,
policies and limitations as delineated by statements contained in the various
documents filed by the Company with the Securities and Exchange Commission as
such documents may from time to time be amended.  The Company will make

<PAGE>

available to the Adviser such financial reports, proxy statements, legal and
other information relating to its investments as may be in the possession of the
Company or available to it.

          The Adviser is hereby obligated, in placing orders for the purchase
and sale of securities for the Company, to obtain the most favorable price and
execution available under the circumstances and to keep true, accurate and
current books and records containing sufficient detail to demonstrate compliance
with this obligation.  In determining the most favorable price and execution in
each transaction the determinative factor is not necessarily the lowest possible
commission cost.  The Adviser may consider the full range and quality of the
services of broker-dealers in placing brokerage including, but not by way of
limitation, the value of research provided as well as execution capability,
commission rate, financial responsibility and responsiveness of the broker-
dealer to the Adviser.  Accordingly, to the extent provided by law, in executing
portfolio transactions, the Adviser may pay a broker-dealer which provides
brokerage or research services a commission in excess of that which another
broker-dealer would have charged for the same transaction.

          SECTION 3.  Independent Contractor.  The Adviser shall, for all
purposes of this Agreement, be deemed to be an independent contractor and shall
have no authority to act for or represent the Company unless otherwise provided.
No agreement, bid, offer, commitment, contract or other engagement entered into
by the Adviser, whether on behalf of the Adviser or whether purported to have
been entered into by the Adviser on behalf of the Company, shall be binding upon
the Company, and all acts authorized to be done by the Adviser under this
Agreement shall be done by the Adviser as an independent contractor and not as
agent.

          SECTION 4.  Expenses.  The Adviser shall provide the Company with
office space and facilities, pay the salaries of its executive officers and
furnish clerical, bookkeeping and statistical services to the Company, and pay
all expenses incurred by the Adviser in the performance of this Agreement.

          The Company will pay all expenses incurred by it and not assumed by
the Adviser including, but not by way of limitation, expenses in connection with
its organization and with the offering of its securities; fees and expenses of
its unaffiliated directors; legal and accounting fees, fees of its custodian,
registrar, transfer agent; dividend disbursing agent and Dividend Reinvestment
Plan Agent; taxes, interest, brokerage commissions; and direct costs of postage,
printing, copying and travel expenses attributable to the conduct of the
business of the Company.  In addition, the Company will pay the costs and
expenses of its Treasurer's office, up to a maximum of $25,000 per year,
incurred in connection with its performance of certain services for the Company,
including the valuation of securities owned by the Company, the preparation of
financial statements and schedules of the Company's investments for inclusion in
certain periodic reports to the Company's Board of Directors and to the
Securities and Exchange Commission, the maintenance of files relating to the
foregoing, and rent, personnel costs and other overhead expenses allocable to
the aforementioned services.  Subject to approval of the Company's directors who
are not "interested persons" of either the Adviser or the Company, as defined by
the 1940 Act, the Company may also pay the costs of any additional services
performed in the future by the Treasurer's office in lieu of similar services
previously performed by third party contractors at the Company's expense.

<PAGE>
          SECTION 5.  Compensation.  As compensation for the services performed
by the Adviser, the Company will pay the Adviser on the last day of each month a
fee for such month computed at an annual rate of .75% of the first $100,000,000
of the Company's average net assets and .50% of the Company's average net assets
in excess of $100,000,000.

          For the purpose of calculation of the fee, the net asset value for a
month will be the average of the Company's net asset values at the close of
business on the last business day on which the New York Stock Exchange is open
in each week in the month.

          If this Agreement shall become effective subsequent to the first day
of a month, or shall terminate before the last day of a month, the Adviser's
compensation for such fraction of the monthly period shall be determined by
applying the foregoing percentage to the net asset value of the Company during
such fraction of a monthly period (which net asset value shall be determined in
such reasonable manner as the Board of the Company shall deem appropriate) and
in the proportion that such fraction of a monthly period bears to the entire
month.

          Compensation under this Agreement will begin to accrue on its
effective date.

          SECTION 6.  Approval of Agreement; Termination.  This Agreement will
be submitted to the Company's stockholders for approval.  If approved by the
vote of a "majority of the outstanding voting securities" of the Company as such
term is defined in the 1940 Act, this Agreement will be in effect from the date
of approval.  Unless terminated by either party, this Agreement will remain in
effect until December 31, 2002, and for successive one-year periods thereafter,
provided that such continuation is approved annually (i) by the Board of
Directors of the Company or by the holders of a majority of the outstanding
voting securities of the Company and (ii) by a majority of the directors who are
not parties to this Agreement or "interested persons," as defined in the 1940
Act, of any such party.

          This Agreement is terminable without penalty by either party on 60
days' written notice and will terminate automatically in the event of its
assignment.

          Except as specified above, this Agreement may not be amended,
transferred, assigned, sold or in any other manner hypothecated or pledged;
provided, however, that this limitation shall not prevent any minor amendments
to this Agreement which may be required by Federal or state regulatory bodies.

          SECTION 7.  Liability.  The Adviser shall give the Company the benefit
of its best judgment and efforts in rendering the services set forth herein.
The Company agrees as an inducement to the undertaking of these services by the
Adviser that the Adviser shall not be liable for any error of judgment or for
any loss suffered by the Company in connection with any matters to which this
Agreement relates, except that nothing herein contained shall be construed to
protect the Adviser against any liability by reason of willful misfeasance, bad
faith or gross negligence in the performance by the Adviser of its duties or the
reckless disregard of the Adviser's obligations or duties under this Agreement.

<PAGE>
          SECTION 8. Multiple Capacities.  Except to the extent necessary for
performance of the Adviser's obligations hereunder, nothing shall restrict the
Adviser's right or the right of any of the Adviser's directors, officers or
employees who may be directors, officers or employees of the Company to engage
in any other business or to devote time and attention to the management or other
aspects of any other business whether of a similar or dissimilar nature or to
render services of any kind to any other corporation, firm, individual or
association.

          The Company understands that the Adviser now acts and will continue to
act as an investment adviser to another registered investment company and may
act in the future as an investment adviser to fiduciary and other managed
accounts and investment companies.  The Company has no objection to the Adviser
so acting, provided that whenever the Company and one or more other investment
companies or accounts advised by the Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each company and account.
The Company recognizes that in some cases this procedure may adversely affect
the size of the positions obtainable and the prices realized for the Company.

          It is understood and agreed that the directors, officers, agents,
employees and stockholders of the Company may be interested in the Adviser as
directors, officers, stockholders, employees, agents or otherwise, and that the
directors, officers, agents, employees and stockholders of the Adviser may be
interested in the Company as a stockholder or otherwise.

          SECTION 9.  Concerning Applicable Provisions of Law, Etc.  This
Agreement shall be subject to all applicable provisions of law, including, but
not limited to, the applicable provisions of the 1940 Act; and, to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control.

          The laws of the State of Maryland shall, except to the extent that any
applicable provisions of some other law shall be controlling, govern the
construction, validity and effect of this Agreement.

          The headings preceding the text of the several sections herein are
inserted solely for convenience of reference and shall not affect the meaning,
construction or effect of this Agreement.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                              ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                              By /s/Thomas H. Dinsmore
                              (Chairman)


                              DAVIS-DINSMORE MANAGEMENT COMPANY
                              By /s/Jane D. O'Keeffe
                              (President)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J1
<SEQUENCE>11
<FILENAME>ecf-2003_exhibitj1.txt
<TEXT>
                                                                  Exhibit (j)(1)
                                CUSTODY AGREEMENT


     Agreement  made  as  of  this  13th day of June,  1986,  between  ELLSWORTH
CONVERTIBLE  GROWTH AND INCOME FUND, INC., a corporation organized and  existing
under  the laws of the State of Maryland, having its principal office and  place
of  business at 42 Broadway, New York, NY 10004 (hereinafter called the "Fund"),
and  THE  BANK  OF NEW YORK, a New York corporation authorized to do  a  banking
business,  having its principal office and place of business at 48 Wall  Street,
New York, New York 10015 (hereinafter called the "Custodian").


                              W I T N E S S E T H :


that  for and in consideration of the mutual promises hereinafter set forth  the
Fund and the Custodian agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

     Whenever  used  in this Agreement, the following words and phrases,  unless
the context otherwise requires, shall have the following meanings:

1.   "Authorized Person" shall be deemed to include any person, whether or not
such  person is an Officer or employee of the Fund, duly authorized by the Board
of  Directors of the Fund to give Oral Instructions and Written Instructions  on
behalf of the Fund and listed in the Certificate annexed hereto as Appendix A or
such other Certificate as may be received by the Custodian from time to time.

2.   "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.

3.   "Certificate" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the Custodian
which is actually received by the Custodian and signed on behalf of the Fund by
any two Officers.

4.   "Call Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the
specified underlying Securities.

5.   "Covered Call Option" shall mean an exchange trade option entitling the
holder, upon timely exercise and payment of the exercise price, as specified

<PAGE>

therein, to purchase from the writer thereof the specified underlying Securities
(excluding Futures Contracts) which are owned by the writer thereof and subject
to appropriate restrictions.

6.   "Clearing Member" shall mean a registered broker-dealer which is a clearing
member under the rules of O.C.C. and a member of a national securities exchange
qualified to act as a custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing member.

7.   "Collateral Account" shall mean a segregated account so denominated which
is specifically allocated to a Series and pledged to the Custodian as security
for, and in consideration of, the Custodian's issuance of (a) any Put Option
guarantee letter or similar document described in paragraph 8 of Article V
herein, or (b) any receipt described in Article V or VIII herein.

8.   "Depository" shall mean The Depository Trust Company ("DTC"), a clearing
agency registered with the Securities and Exchange Commission, its successor or
successors and its nominee or nominees.  The term "Depository" shall further
mean and include any other person authorized to act as a depository under the
Investment Company Act of 1940, its successor or successors and its nominee or
nominees, specifically identified in a certified copy of a resolution of the
Fund's Board of Directors specifically approving deposits therein by the
Custodian.

9.   "Financial Futures Contract" shall mean the firm commitment to buy or sell
fixed income securities including, without limitation, U.S. Treasury Bills, U.S.
Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at an agreed upon
price.

10.  "Futures Contract" shall mean a Financial Futures Contract and/or Stock
Index Futures Contracts.

11.  "Futures Contract Option" shall mean an option with respect to a Futures
Contract.

12.  "Margin Account" shall mean a segregated account in the name of a broker,
dealer, futures commission merchant, or a Clearing Member, or in the name of the
Fund for the benefit of a broker, dealer, futures commission merchant, or
Clearing Member, or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant or a Clearing
Member (a "Margin Account Agreement"), separate and distinct from the custody
account, in which certain Securities and/or money of the Fund shall be deposited
and withdrawn from time to time in connection with such transactions as the Fund
may from time to time determine.  Securities held in the Book-Entry System or
the Depository shall be deemed to have been deposited in, or withdrawn from, a
Margin Account upon the Custodian's effecting an appropriate entry in its books
and records.

13.  "Money Market Security" shall be deemed to include, without limitation,
certain Reverse Repurchase Agreements, debt obligations issued or guaranteed as
to interest and principal by the government of the United States or agencies or
instrumentalities thereof, any tax, bond or revenue anticipation note issued by

                                          2
<PAGE>

any state or municipal government or public authority, commercial paper,
certificates of deposit and bankers' acceptances, repurchase agreements with
respect to the same and bank time deposits, where the purchase and sale of such
securities normally requires settlement in federal funds on the same day as such
purchase or sale.

14.  "O.C.C." shall mean the Options Clearing Corporation, a clearing agency
registered under Section 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.

15.  "Officers" shall be deemed to include the President, any Vice President,
the Secretary, the Treasurer, the Controller, any Assistant Secretary, any
Assistant Treasurer, and any other person or persons, whether or not any such
other person is an officer of the Fund, duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and listed in the Certificate annexed hereto as
Appendix B or such other Certificate as may be received by the Custodian from
time to time.

16.  "Option" shall mean a Call Option, Covered Call Option, Stock Index Option
and/or a Put Option.

17.  "Oral Instructions" shall mean verbal instructions actually received by the
Custodian from an Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person.

18.  "Put Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlying Securities, to sell such Securities to the writer thereof
for the exercise price.

19.  "Reverse Repurchase Agreement" shall mean an agreement pursuant to which
the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.

20.  "Security" shall be deemed to include, without limitation, Money Market
Securities, Call Options, Put Options, Stock Index Options, Stock Index Futures
Contracts, Stock Index Futures Contract Options, Financial Futures Contracts,
Financial Futures Contract Options, Reverse Repurchase Agreements, common stocks
and other securities having characteristics similar to common stocks, preferred
stocks, debt obligations issued by state or municipal governments and by public
authorities, (including, without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development bonds), bonds, debentures,
notes, mortgages or other obligations, and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase, sell or subscribe
for the same, or evidencing or representing any other rights or interest
therein, or any property or assets.

21.  "Senior Security Account" shall mean an account maintained and specifically
allocated to a Series under the terms of this Agreement as a segregated account,
by recordation or otherwise, within the custody account in which certain
Securities and/or other assets of the Fund specifically allocated to such Series
shall be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such transactions as
the Fund may from time to time determine.

                                          3
<PAGE>

22.  "Series" shall mean the various portfolios, if any, of the Fund as
described from time to time in the current and effective prospectus for the
Fund.

23.  "Stock Index Futures Contract" shall mean a bilateral agreement pursuant to
which the parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the value of a particular
stock index at the close of the last business day of the contract and the price
at which the futures contract is originally struck.

24.  "Stock Index Option" shall mean an exchange traded option entitling the
holder, upon timely exercise, to receive an amount of cash determined by
reference to the difference between the exercise price and the value of the
index on the date of exercise.

25.  "Shares" shall mean the shares of capital stock of the Fund, each of which
is in the case of a Fund having Series allocated to a particular Series.

26.  "Written Instructions" shall mean written communications actually received
by the Custodian from an Authorized Person or from a person reasonably believed
by the Custodian to be an Authorized Person by telex or any other such system
whereby the receiver of such communications is able to verify by codes or
otherwise with a reasonable degree of certainty the identity of the sender of
such communication.


                                   ARTICLE II

                            APPOINTMENT OF CUSTODIAN

     1.   The Fund hereby constitutes and appoints the Custodian as custodian of
the Securities  and moneys at any time owned by the Fund during the period  of
this Agreement.

     2.   The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.


                                   ARTICLE III

                         CUSTODY OF CASH AND SECURITIES

1.    Except as otherwise provided in paragraph 7 of this Article and in Article
VIII,  the  Fund  will  deliver or cause to be delivered to  the  Custodian  all
Securities  and  all moneys owned by it, at any time during the period  of  this
Agreement,  and  shall  specify with respect to such Securities  and  money  the
Series  to  which  the  same are specifically allocated.   The  Custodian  shall
segregate,  keep and maintain the assets of the Series separate and apart.   The
Custodian  will  not be responsible for any Securities and moneys  not  actually
received by it.  The Custodian will be entitled to reverse any credits  made  on
the  Fund's  behalf where such credits have been previously made and moneys  are
not  finally  collected.  The Fund shall deliver to the  Custodian  a  certified
resolution of the Board of Directors of the Fund, substantially in the  form  of
Exhibit  A  hereto, approving, authorizing and instructing the  Custodian  on  a
continuous and on-going basis to deposit in the Book-Entry System all Securities

                                          4
<PAGE>

eligible  for  deposit therein, regardless of the Series to which the  same  are
specifically  allocated  and  to utilize the Book-Entry  System  to  the  extent
possible  in  connection  with  its performance  hereunder,  including,  without
limitation, in connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities collateral.  Prior
to a deposit of Securities specifically allocated to a Series in the Depository,
the  Fund shall deliver to the Custodian a certified resolution of the Board  of
Directors of the Fund, substantially in the form of Exhibit B hereto, approving,
authorizing  and  instructing the Custodian on a continuous  and  ongoing  basis
until  instructed  to  the contrary by a Certificate actually  received  by  the
Custodian to deposit in the Depository all Securities specifically allocated  to
such  Series eligible for deposit therein, and to utilize the Depository to  the
extent  possible  with  respect  to  such  Securities  in  connection  with  its
performance  hereunder,  including,  without  limitation,  in  connection   with
settlements  of  purchases  and sales of Securities, loans  of  Securities,  and
deliveries  and  returns  of  Securities  collateral.   Securities  and   moneys
deposited  in either the Book-Entry System or the Depository will be represented
in  accounts  which  include only assets held by the  Custodian  for  customers,
including,  but  not  limited to, accounts in which  the  Custodian  acts  in  a
fiduciary  or  representative  capacity.  Prior to  the  Custodian's  accepting,
utilizing  and acting with respect to Clearing Member confirmations for  Options
and  transactions  in  Options for a Series as provided in this  Agreement,  the
Custodian  shall  have received a certified resolution of the  Fund's  Board  of
Directors, substantially in the form of Exhibit C hereto, approving, authorizing
and  instructing  the  Custodian  on  a continuous  and  on-going  basis,  until
instructed  to the contrary by a Certificate actually received by the Custodian,
to  accept, utilize and act in accordance with such confirmations as provided in
this Agreement with respect to such Series.

2.   The Custodian shall establish and maintain separate accounts, in the name
of each Series, and shall credit to the separate account for each Series all
moneys received by it for the account of the Fund with respect to such Series.
Money credited to a separate account for a Series shall be disbursed by the
Custodian only:

(a)  As hereinafter provided;

(b)  Pursuant to Certificates setting forth the name and address of the person
to whom the payment is to be made, the Series account from which payment is to
be made, and the purpose for which payment is to be made; or

(c)  In payment of the fees and in reimbursement of the expenses and liabilities
of the Custodian attributable to such Series.

3.    Promptly after the close of business on each day the Custodian  shall
furnish the Fund with confirmations and a summary, on a per Series basis, of all
transfers  to or from the account of the Fund for a Series, either hereunder  or
with  any  co-custodian  or  sub-custodian appointed  in  accordance  with  this
Agreement  during said day.  Where Securities are transferred to the account  of
the  Fund  for  a  Series, the Custodian shall also by book-entry  or  otherwise
identify as belonging to such Series a quantity of Securities in a fungible bulk
of  Securities registered in the name of the Custodian (or its nominee) or shown
on  the  Custodian's  account  on the books of  the  Book-Entry  System  or  the
Depository.  At least monthly and from time to time, the Custodian shall furnish
the Fund with a detailed statement, on a per Series basis, of the Securities and
moneys held by the Custodian for the Fund.

                                          5
<PAGE>

4.   Except as otherwise provided in paragraph 7 of this Article and in Article
VIII, all Securities held by the Custodian hereunder, which are issued or
issuable only in bearer form, except such Securities as are held in the Book-
Entry System, shall be held by the Custodian in that form; all other Securities
held hereunder may be registered in the name of the Fund, in the name of any
duly appointed registered nominee of the Custodian as the Custodian may from
time to time determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their nominee or nominees.  The
Fund agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository any Securities which it may hold hereunder and which may from time to
time be registered in the name of the Fund.  The Custodian shall hold all such
Securities specifically allocated to a Series which are not held in the Book-
Entry System or in the Depository in a separate account in the name of such
Series physically segregated at all times from those of any other person or
persons.

5.   Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or through
the use of the Book-Entry System or the Depository with respect to Securities
held hereunder and therein deposited, shall with respect to all Securities held
for the Fund hereunder in accordance with preceding paragraph 4:

(a)  Collect all income due or payable;

(b)  Present for payment and collect the amount payable upon such Securities
which are called, but only if either (i) the Custodian receives a written notice
of such call, or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be amended at any
time by the Custodian without the prior notification or consent of the Fund;

(c)  Present for payment and collect the amount payable upon all Securities
which mature;

(d)  Surrender Securities in temporary form for definitive Securities;

(e)  Execute, as custodian, any necessary declarations or certificates of
ownership under the Federal Income Tax Laws or the laws or regulations of any
other taxing authority now or hereafter in effect; and

(f)  Hold directly, or through the Book-Entry System or the Depository with
respect to Securities therein deposited, for the account of a Series, all rights
and similar securities issued with respect to any Securities held by the
Custodian for such Series hereunder.

6.   Upon receipt of a Certificate and not otherwise, the Custodian, directly or
through the use of the Book-Entry System or the Depository, shall:

(a)   Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments whereby

                                          6
<PAGE>

the  authority  of  the Fund as owner of any Securities held  by  the  Custodian
hereunder for the Series specified in such Certificate may be exercised;

(b)  Deliver any Securities held by the Custodian hereunder for the Series
specified in such Certificate in exchange for other Securities or cash issued or
paid in connection with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the exercise of any
conversion privilege and receive and hold hereunder specifically allocated to
such Series any cash or other Securities received in exchange;

(c)  Deliver any Securities held by the Custodian hereunder for the Series
specified in such Certificate to any protective committee, reorganization
committee or other person in connection with the reorganization, refinancing,
merger, consolidation, recapitalization or sale of assets of any corporation,
and receive and hold hereunder specifically allocated to such Series such
certificates of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;

(d)  Make such transfers or exchanges of the assets of the Series specified in
such Certificate, and take such other steps as shall be stated in such
Certificate to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization of the
Fund; and

(e)  Present for payment and collect the amount payable upon Securities not
described in preceding paragraph 5(b) of this Article which may be called as
specified in the Certificate.

7.   Notwithstanding any provision elsewhere contained herein, the Custodian
shall  not  be  required to obtain possession of any instrument  or  certificate
representing  any Futures Contract, any Option, or any Futures  Contract  Option
until after it shall have determined, or shall have received a Certificate  from
the  Fund stating, that any such instruments or certificates are available.  The
Fund  shall  deliver  to  the Custodian such a Certificate  no  later  than  the
business  day  preceding the availability of any such instrument or certificate.
Prior  to such availability, the Custodian shall comply with Section 17f of  the
Investment  Company  Act of 1940, as amended, in connection with  the  purchase,
sale,  settlement,  closing  out or writing of Futures  Contracts,  Options,  or
Futures  Contract  Options  by  making  payments  or  deliveries  specified   in
Certificates  received by the Custodian in connection with  any  such  purchase,
sale, writing, settlement or closing out upon its receipt from a broker, dealer,
or  futures  commission  merchant  of  a statement  or  confirmation  reasonably
believed  by  the  Custodian  to  be in the form customarily  used  by  brokers,
dealers,  or future commission merchants with respect to such Futures Contracts,
Options,  or Futures Contract Options, as the case may be, confirming that  such
Security is held by such broker, dealer or futures commission merchant, in book-
entry  form  or otherwise, in the name of the Custodian (or any nominee  of  the
(custodian)  as  custodian for the Fund, provided, however, that notwithstanding
the  foregoing, payments to or deliveries from the Margin Account, and  payments
with  respect to Securities to which a Margin Account relates, shall be made  in
accordance  with  the  terms  and conditions of the  Margin  Account  Agreement.
Whenever  any  such  instruments or certificates are  available,  the  Custodian
shall,  notwithstanding any provision in this Agreement to  the  contrary,  make
payment  for any Futures Contract, Option, or Futures Contract Option for  which
such instruments or such certificates are available only against the delivery to
the  Custodian  of such instrument or such certificate, and deliver  any  Future


                                          7
<PAGE>

Contract, Option or Futures Contract Option for which such instruments  or  such
certificates  are  available only against receipt by the  Custodian  of  payment
therefor.   Any such instrument or certificate delivered to the Custodian  shall
be  held  by  the  Custodian hereunder in accordance with, and subject  to,  the
provisions of this Agreement.



                                   ARTICLE IV

                  PURCHASE AND SALE OF INVESTMENTS OF THE FUND
                      OTHER THAN OPTIONS, FUTURES CONTRACTS
                          AND FUTURES CONTRACT OPTIONS

1.    Promptly after each purchase of Securities by the Fund, other than  a
purchase  of  an Option, a Futures Contract, or a Futures Contract  Option,  the
Fund  shall  deliver  to  the Custodian (i) with respect  to  each  purchase  of
Securities which are not Money Market Securities, a Certificate, and  (ii)  with
respect  to  each  purchase  of  Money Market Securities,  a  Certificate,  Oral
Instructions  or  Written Instructions, specifying with  respect  to  each  such
purchase:  (a)  the  Series  to which such Securities  are  to  be  specifically
allocated; (b) the name of the issuer and the title of the Securities;  (c)  the
number of shares or the principal amount purchased and accrued interest, if any;
(d)  the  date  of  purchase and settlement; (e) the purchase  price  per  unit;
(f) the total amount payable upon such purchase; (g) the name of the person from
whom  or  the  broker through whom the purchase was made, and the  name  of  the
clearing broker, if any; and (h) the name of the broker to whom payment is to be
made.   The Custodian shall, upon receipt of Securities purchased by or for  the
Fund, pay to the broker specified in the Certificate out of the moneys held  for
the account of such Series the total amount payable upon such purchase, provided
that  the  same  conforms  to the total amount payable  as  set  forth  in  such
Certificate, Oral Instructions or Written Instructions.

2.   Promptly after each sale of Securities by the Fund, other than a sale of
any option, Futures Contract, Futures Contract Option, or any Reverse Repurchase
Agreement, the Fund shall deliver to the Custodian (i) with respect to each sale
of Securities which are not Money Market Securities, a Certificate, and (ii)
with respect to each sale of Money Market Securities, a Certificate, Oral
Instructions or Written Instructions, specifying with respect to each such sale:
(a) the Series to which such Securities were specifically allocated; (b) the
name of the issuer and the title of the Security; (c) the number of shares or
principal amount sold, and accrued interest, if any; (d) the date of sale; (e)
the sale price per unit; (f) the total amount payable to the Fund upon such
sale; (g) the name of the broker through whom or the person to whom the sale was
made, and the name of the clearing broker, if any; and (h) the name of the
broker to whom the Securities are to be delivered.  The Custodian shall deliver
the Securities specifically allocated to such Series to the broker specified in
the Certificate upon the total amount payable to the Fund upon such sale,
provided that the same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions.

                                          8
<PAGE>

                                    ARTICLE V

                                     OPTIONS

1.    Promptly after the purchase of any Option by the Fund, the Fund shall
deliver  to  the Custodian a Certificate specifying with respect to each  Option
purchased:   (a) the Series to which such option is specifically allocated;  (b)
the  type of Option (put or call); (c) the name of the issuer and the title  and
number of shares subject to such Option or, in the case of a Stock Index Option,
the  stock  index  to which such Option relates and the number  of  Stock  Index
Options  purchased;  (d) the expiration date; (e) the exercise  price;  (f)  the
dates  of purchase and settlement; (g) the total amount payable by the  Fund  in
connection with such purchase; (h) the name of the Clearing Member through  whom
such option was purchased; and (i) the name of the broker to whom payment is  to
be made.  The Custodian shall pay, upon receipt of a Clearing Member's statement
confirming  the  purchase of such option held by such Clearing  Member  for  the
account  of the Custodian (or any duly appointed and registered nominee  of  the
Custodian) as custodian for the Fund, out of moneys held for the account of  the
Series  to  which such Option is to be specifically allocated, the total  amount
payable upon such purchase to the Clearing Member through whom the purchase  was
made,  provided that the same conforms to the total amount payable as set  forth
in such Certificate.

2.   Promptly after the sale of any Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each such sale:  (a) the Series to which such Option
was specifically allocated; (b) the type of Option (put or call); (c) the name
of the issuer and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such Option relates
and the number of Stock Index Options sold; (d) the date of sale; (e) the sale
price; (f) the date of settlement; (g) the total amount payable to the Fund upon
such sale; and (h) the name of the Clearing Member through whom the sale was
made.  The Custodian shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the Fund, provided that
the same conforms to the total amount payable as set forth in such Certificate.

3.   Promptly after the exercise by the Fund of any Call Option purchased by the
Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Call Option:  (a) the Series to
which such Call Option was specifically allocated; (b) the name of the issuer
and the title and number of shares subject to the Call Option; (c) the
expiration date; (d) the date of exercise and settlement; (e) the exercise price
per share; (f) the total amount to be paid by the Fund upon such exercise; and
(g) the name of the Clearing Member through whom such Call Option was exercised.
The Custodian shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account of the Series to
which such Call Option was specifically allocated the total amount payable to
the Clearing Member through whom the Call Option was exercised, provided that
the same conforms to the total amount payable as set forth in such Certificate.

4.   Promptly after the exercise by the Fund of any Put Option purchased by the
Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the Custodian a

                                          9
<PAGE>

Certificate specifying with respect to such Put Option:  (a) the Series to which
such Put Option was specifically allocated; (b) the name of the issuer and the
title and number of shares subject to the Put Option; (c) the expiration date;
(d) the date of exercise and settlement; (e) the exercise price per share; (f)
the total amount to be paid to the Fund upon such exercise; and (g) the name of
the Clearing Member through whom such Put Option was exercised.  The Custodian
shall, upon receipt of the amount payable upon the exercise of the Put Option,
deliver or direct the Depository to deliver the Securities specifically
allocated to such Series, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.

5.   Promptly after the exercise by the Fund of any Stock Index Option purchased
by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Stock Index Option:  (a)
the Series to which such Stock Index Option was specifically allocated; (b) the
type of Stock Index Option (put or call); (c) the number of Options being
exercised; (d) the stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the total amount to be received by the Fund in
connection with such exercise; and (h) the Clearing Member from whom such
payment is to be received.

6.   Whenever the Fund writes a Covered Call Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Covered
Call Option:  (a) the Series for which such Covered Call Option was written; (b)
the name of the issuer and the title and number of shares for which the Covered
Call Option was written and which underlie the same; (c) the expiration date;
(d) the exercise price; (e) the premium to be received by the Fund; (f) the date
such Covered Call Option was written; and (g) the name of the Clearing Member
through whom the premium is to be received.  The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium specified in the
Certificate with respect to such Covered Call Option, such receipts as are
required in accordance with the customs prevailing among Clearing Members
dealing in Covered Call Options and shall impose, or direct the Depository to
impose, upon the underlying Securities specified in the Certificate specifically
allocated to such Series such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any receipts for
Securities in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.

7.   Whenever a Covered Call Option written by the Fund and described in the
preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the Custodian to deliver, or
to direct, the Depository to deliver, the Securities subject to such Covered
Call Option and specifying:  (a) the Series for which such Covered Call Option
was written; (b) the name of the issuer and the title and number of shares
subject to the Covered Call Option; (c) the Clearing Member to whom the
underlying Securities are to be delivered; and (d) the total amount payable to
the Fund upon such delivery.  Upon the return and/or cancellation of any
receipts delivered pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct the Depository to deliver, the underlying Securities as
specified in the Certificate against payment of the amount to be received as set
forth in such Certificate.

8.   Whenever the Fund writes a Put Option, the Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to such Put Option:  (a) the
Series for which such Put Option was written; (b) the name of the issuer and the

                                          10
<PAGE>

title and number of shares for which the Put Option is written and which
underlie the same; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the date such Put Option is written; (g)
the name of the Clearing Member through whom the premium is to be received and
to whom a Put Option guarantee letter is to be delivered; (h) the amount of
cash, and/or the amount and kind of Securities, if any, specifically allocated
to such Series to be deposited in the Senior Security Account for such Series;
and (i) the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be deposited into the Collateral Account for such
Series.  The Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option guarantee letter
substantially in the form utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in the Certificate against
receipt of the premium specified in said Certificate.  Notwithstanding the fore
going, the Custodian shall be under no obligation to issue any Put Option
guarantee letter or similar document if it is unable to make any of the
representations contained there in.

9.   Whenever a Put Option written by the Fund and described in the preceding
paragraph is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying:  (a) the Series to which such Put Option was written;
(b) the name of the issuer and title and number of shares subject to the Put
Option; (c) the Clearing Member from whom the underlying Securities are to be
received; (d) the total amount payable by the Fund upon such delivery; (e) the
amount of cash and/or the amount and kind of Securities specifically allocated
to such Series to be withdrawn from the Collateral Account for such Series and
(f) the amount of cash and/or the amount and kind of Securities, specifically
allocated to such Series, if any, to be withdrawn from the Senior Security
Account.  Upon the return and/or cancellation of any Put Option guarantee letter
or similar document issued by the Custodian in connection with such Put Option,
the Custodian shall pay out of the moneys held for the account of the Series to
which such Put Option was specifically allocated the total amount payable to the
Clearing Member specified in the Certificate as set forth in such Certificate
against delivery of such Securities, and shall make the withdrawals specified in
such Certificate.

10.  Whenever the Fund writes a Stock Index Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option:  (a) the Series for which such Stock Index Option was written; (b)
whether such Stock Index Option is a put or a call; (c) the number of options
written; (d) the stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the Clearing Member through whom such Option
was written; (h) the premium to be received by the Fund; (i) the amount of cash
and/or the amount and kind of Securities, if any, specifically allocated to such
Series to be deposited in the Senior Security Account for such Series; (j) the
amount of cash and/or the amount and kind of Securities, if any, specifically
allocated to such Series to be deposited in the Collateral Account for such
Series; and (k) the amount of cash and/or the amount and kind of Securities, if
any, specifically allocated to such Series to be deposited in a Margin Account,
and the name in which such account is to be or has been established.  The
Custodian shall, upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Senior Security Account specified in the
Certificate, and either (1) deliver such receipts, if any, which the Custodian
has specifically agreed to issue, which are in accordance with the customs
prevailing among Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2) make the
deposits into the Margin Account specified in the Certificate.


                                          11
<PAGE>

11.  Whenever a Stock Index Option written by the Fund and described in the
preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option:  (a) the Series for which such Stock Index Option was written; (b)
such information as may be necessary to identify the Stock Index Option being
exercised; (c) the Clearing Member through whom such Stock Index Option is being
exercised; (d) the total amount payable upon such exercise, and whether such
amount is to be paid by or to the Fund; (e) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the Margin Account; and (f) the
amount of cash and/or amount and kind of Securities, if any, to be withdrawn
from the Senior Security Account for such Series; and the amount of cash and/or
the amount and kind of Securities, if any, to be withdrawn from the Collateral
Account for such Series.  Upon the return and/or cancellation of the receipt, if
any, delivered pursuant to the preceding paragraph of this Article, the
Custodian shall pay out of the moneys held for the account of the Series to
which such Stock Index Option was specifically allocated to the Clearing Member
specified in the Certificate the total amount payable, if any, as specified
therein.

12.  Whenever the Fund purchases any Option identical to a previously written
Option described in paragraphs, 6, 8 or 10 of this Article in a transaction
expressly designated as a "Closing Purchase Transaction" in order to liquidate
its position as a writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option being purchased:
(a) that the transaction is a Closing Purchase Transaction; (b) the Series for
which the Option was written; (c) the name of the issuer and the title and
number of shares subject to the Option, or, in the case of a Stock Index Option,
the stock index to which such Option relates and the number of Options held; (d)
the exercise price; (e) the premium to be paid by the Fund; (f) the expiration
date; (g) the type of Option (put or call) (h) the date of such purchase; (i)
the name of the Clearing Member to whom the premium is to be paid; and (j) the
amount of cash and/or the amount and kind of Securities, if any, to be withdrawn
from the Collateral Account, a specified Margin Account, or the Senior Security
Account for such Series.  Upon the Custodian's payment of the premium and the
return and/or cancellation of any receipt issued pursuant to paragraphs 6, 8 or
10 of this Article with respect to the Option being liquidated through the
Closing Purchase Transaction, the Custodian shall remove, or direct the
Depository to remove, the previously imposed restrictions on the Securities
underlying the Call Option.

13.  Upon the expiration, exercise, or consummation of a Closing Transaction
with respect to, any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 Article III herein, and upon the
return and/or cancellation of any receipts issued by the Custodian, shall make
such withdrawals from the Collateral Account, and the Margin Account and/or the
Senior Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.


                                          12
<PAGE>

                                   ARTICLE VI

                                FUTURES CONTRACTS

1.    Whenever the Fund shall enter into a Futures Contract, the Fund shall
deliver  to the Custodian a Certificate specifying with respect to such  Futures
Contract, (or with respect to any number of identical Futures Contracts)):   (a)
the Series for which the Futures Contract is being entered; (b) the category  of
Futures   Contract  (the  name  of  the  underlying  stock  index  or  financial
instrument); (c) the number of identical Futures Contracts entered into; (d) the
delivery or settlement date of the Futures Contracts); (e) the date the  Futures
Contract(s) was (were) entered into and the maturity date; (f) whether the  Fund
is buying (going long) or selling (going short) on such Futures Contract(s); (g)
the  amount  of  cash and/or the amount and kind of Securities, if  any,  to  be
deposited  in the Senior Security Account for such Series; (h) the name  of  the
broker, dealer, or futures commission merchant through whom the Futures Contract
was  entered into; and (i) the amount of fee or commission, if any, to  be  paid
and  the name of the broker, dealer, or futures commission merchant to whom such
amount  is  to be paid.  The Custodian shall make the deposits, if any,  to  the
Margin Account in accordance with the terms and conditions of the Margin Account
Agreement.   The  Custodian shall make payment out of  the  moneys  specifically
allocated  to  such Series of the fee or commission, if any,  specified  in  the
Certificate  and  deposit in the Senior Security Account  for  such  Series  the
amount  of  cash  and/or  the amount and kind of Securities  specified  in  said
Certificate.

2.(a)  Any variation margin payment or similar payment required to be made by
the Fund to a broker, dealer, or futures commission merchant with respect to an
outstanding Futures Contract, shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
  (b)  Any variation margin payment or similar payment from a broker, dealer, or
futures  commission merchant to the Fund with respect to an outstanding  Futures
Contract,  shall be received and dealt with by the Custodian in accordance  with
the terms and conditions of the Margin Account Agreement.

3.   Whenever a Futures Contract held by the Custodian hereunder is retained by
the Fund until delivery or settlement is made on such Futures Contract, the Fund
shall  deliver  to  the  Custodian a Certificate specifying:   (a)  the  Futures
Contract and the Series to which the same relates; (b) with respect to  a  Stock
Index Futures Contract, the total cash settlement amount to be paid or received,
and  with respect to a Financial Futures Contract, the Securities and/or  amount
of  cash  to  be  delivered  or  received; (c) the broker,  dealer,  or  futures
commission  merchant  to  or from whom payment or delivery  is  to  be  made  or
received; and (d) the amount of cash and/or Securities to be withdrawn from  the
Senior  Security Account for such Series.  The Custodian shall make the  payment
or  delivery specified in the Certificate, and delete such Futures Contract from
the  statements  delivered to the Fund pursuant to paragraph 3  of  Article  III
herein.

4.   Whenever the Fund shall enter into a Futures Contract to offset a Futures
Contract held by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate specifying:  (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the Futures

                                          13
<PAGE>

Contract being offset.  The Custodian shall make payment out of the money
specifically allocated to such Series of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Senior Security Account for such
Series as may be specified in such Certificate.  The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.


                                   ARTICLE VII

                            FUTURES CONTRACT OPTIONS

1.   Promptly after the purchase of any Futures Contract Option by the Fund, the
Fund  shall  promptly  deliver  to the Custodian a Certificate  specifying  with
respect to such Futures Contract Option:  (a) the Series to which such Option is
specifically allocated; (b) the type of Futures Contract Option (put  or  call);
(c)  the type of Futures Contract and such other information as may be necessary
to  identify  the  Futures  Contract  underlying  the  Futures  Contract  Option
purchased;  (d) the expiration date; (e) the exercise price; (f)  the  dates  of
purchase  and settlement; (g) the amount of premium to be paid by the Fund  upon
such purchase; (h) the name of the broker or futures commission merchant through
whom  such  option  was purchased; and (i) the name of the  broker,  or  futures
commission merchant, to whom payment is to be made.  The Custodian shall pay out
of the moneys specifically allocated to such Series, the total amount to be paid
upon  such  purchase to the broker or futures commissions merchant through  whom
the  purchase was made, provided that the same conforms to the amount set  forth
in such Certificate.

2.   Promptly after the sale of any Futures Contract Option purchased by the
Fund pursuant to paragraph 1 hereof, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such sale:  (a) the
Series to which such Futures Contract Option was specifically allocated; (b) the
type of Future Contract Option (put or call); (c) the type of Futures Contract
and such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the date of sale; (e) the sale
price; (f) the date of settlement; (g) the total amount payable to the Fund upon
such sale; and (h) the name of the broker of futures commission merchant through
whom the sale was made.  The Custodian shall consent to the cancellation of the
Futures Contract Option being closed against payment to the Custodian of the
total amount payable to the Fund, provided the same conforms to the total amount
payable as set forth in such Certificate.

3.   Whenever a Futures Contract Option purchased by the Fund pursuant to
paragraph 1 is exercised by the Fund, the Fund shall promptly deliver to the
Custodian a Certificate specifying:  (a) the Series to which such Futures
Contract Option was specifically allocated; (b) the particular Futures Contract
Option (put or call) being exercised; (c) the type of Futures Contract
underlying the Futures Contract Option; (d) the date of exercise; (e) the name
of the broker or futures commission merchant through whom the Futures Contract
Option is exercised; (f) the net total amount, if any, payable by the Fund; (g)
the amount, if any, to be received by the Fund; and (h) the amount of cash
and/or the amount and kind of Securities to be deposited in the Senior Security
Account for such Series.  The Custodian shall make, out of the moneys and
Securities specifically allocated to such Series, the payments, if any, and the
deposits, if any, into the Senior Security Account as specified in the


                                          14
<PAGE>

Certificate.  The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.

4.   Whenever the Fund writes a Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Futures
Contract Option:  (a) the Series for which such Futures Contract Option was
written; (b) the type of Futures Contract Option (put or call); (c) the type of
Futures Contract and such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option; (d) the expiration
date; (e) the exercise price; (f) the premium to be received by the Fund; (g)
the name of the broker or futures commission merchant through whom the premium
is to be received; and (h) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Senior Security Account for such
Series.  The Custodian shall, upon receipt of the premium specified in the
Certificate, make out of the moneys and Securities specifically allocated to
such Series the deposits into the Senior Security Account, if any, as specified
in the Certificate.  The deposits, if any, to be made to the Margin Account
shall be made by the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.

5.   Whenever a Futures Contract Option written by the Fund which is a call is
exercised, the Fund shall promptly deliver to the Custodian a Certificate
specifying:  (a) the Series to which such Futures Contract Option was specific
ally allocated; (b) the particular Futures Contract Option exercised; (c) the
type of Futures Contract underlying the Futures Contract Option; (d) the name of
the broker or futures commission merchant through whom such Futures Contract
Option was exercised; (e) the net total amount, if any, payable to the Fund upon
such exercise; (f) the net total amount, if any, payable by the Fund upon such
exercise; and (g) the amount of cash and/or the amount and kind of Securities to
be deposited in the Senior Security Account for such Series.  The Custodian
shall, upon its receipt of the net total amount payable to the Fund, if any,
specified in such Certificate make the payments, if any, and the deposits, if
any, into the Senior Security Account as specified in the Certificate.  The
deposits, if any, to be made to the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the Margin Account
Agreement.

6.   Whenever a Futures Contract Option which is written by the Fund and which
is a put is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying:  (a) the Series to which such Option was specifically
allocated; (b) the particular Futures Contract Option exercised; (c) the type of
Futures Contract underlying such Futures Contract Option; (d) the name of the
broker or futures com mission merchant through whom such Futures Contract Option
is exercised; (e) the net total amount, if any, payable to the Fund upon such
exercise; (f) the net total amount, if any, payable by the Fund upon such
exercise; and (g) the amount and kind of Securities and/or cash to be withdrawn
from or deposited in, the Senior Security Account for such Series, if any.  The
Custodian shall, upon its receipt of the net total amount payable to the Fund,
if any, specified in the Certificate, make out of the moneys and Securities
specifically allocated to such Series, the payments, if any, and the deposits,
if any, into the Senior Security Account as specified in the Certificate.  The
deposits to and/or withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the Margin Account
Agreement.

                                          15
<PAGE>


7.   Whenever the Fund purchases any Futures Contract Option identical to a
previously written Futures Contract Option described in this Article in order to
liquidate its position as a writer of such Futures Contract Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect to
the Futures Contract Option being purchased:  (a) the Series to which such
Option is specifically allocated; (b) that the transaction is a closing
transaction; (c) the type of Future Contract and such other information as may
be necessary to identify the Futures Contract underlying the Futures Option
Contract; (d) the exercise price; (e) the premium to be paid by the Fund; (f)
the expiration date; (g) the name of the broker or futures commission merchant
to whom the premium is to be paid; and (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Senior Security Account
for such Series.  The Custodian shall effect the withdrawals from the Senior
Security Account specified in the Certificate.  The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.

8.   Upon the expiration, exercise, or consummation of a closing transaction
with respect to, any Futures Contract Option written or purchased by the Fund
and described in this Article, the Custodian shall (a) delete such Futures
Contract Option from the statements delivered to the Fund pursuant to paragraph
3 of Article III herein and, (b) make such withdrawals from and/or in the case
of an exercise such deposits into the Senior Security Account as may be
specified in a Certificate.  The deposits to and/or withdrawals from the Margin
Account, if any, shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.

9.   Futures Contracts acquired by the Fund through the exercise of a Futures
Contract Option described in this Article shall be subject to Article VI hereof.


                                  ARTICLE VIII

                                   SHORT SALES

1.   Promptly after any short sales by any Series of the Fund, the Fund shall
promptly deliver to the Custodian a Certificate specifying:  (a) the Series  for
which such short sale was made; (b) the name of the issuer and the title of  the
Security;  (c)  the  number  of shares or principal  amount  sold,  and  accrued
interest or dividends, if any; (d) the dates of the sale and settlement; (e) the
sale  price per unit; (f) the total amount credited to the Fund upon such  sale,
if any, (g) the amount of cash and/or the amount and kind of Securities, if any,
which  are to be deposited in a Margin Account and the name in which such Margin
Account  has  been or is to be established; (h) the amount of  cash  and/or  the
amount  and  kind  of Securities, if any, to be deposited in a  Senior  Security
Account,  and (i) the name of the broker through whom such short sale was  made.
The  Custodian shall upon its receipt of a statement from such broker confirming
such sale and that the total amount credited to the Fund upon such sale, if any,
as  specified in the Certificate is held by such broker for the account  of  the
Custodian  (or any nominee of the Custodian) as custodian of the Fund,  issue  a
receipt  or  make  the deposits into the Margin Account and the Senior  Security
Account specified in the Certificate.

                                          16
<PAGE>

2.   In connection with the closing-out of any short sale, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such closing-out:  (a) the Series for which such transaction is being made; (b)
the name of the issuer and the title of the Security; (c) the number of shares
or the principal amount, and accrued interest or dividends, if any, required to
effect such closing-out to be delivered to the broker; (d) the dates of closing-
out and settlement; (e) the purchase price per unit; (f) the net total amount
payable to the Fund upon such closing-out; (g) the net total amount payable to
the broker upon such closing-out; (h) the amount of cash and the amount and kind
of Securities to be withdrawn, if any, from the Margin Account; (i) the amount
of cash and/or the amount and kind of Securities, if any, to be withdrawn from
the Senior Security Account; and (j) the name of the broker through whom the
Fund is effecting such closing-out.  The Custodian shall, upon receipt of the
net total amount payable to the Fund upon such closing-out, and the return and/
or cancellation of the receipts, if any, issued by the Custodian with respect to
the short sale being closed-out, pay out of the moneys held for the account of
the Fund to the broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Senior Security Account, as the same
are specified in the Certificate.


                                   ARTICLE IX

                          REVERSE REPURCHASE AGREEMENTS

1.   Promptly after the Fund enters a Reverse Repurchase Agreement with respect
to  Securities and money held by the Custodian hereunder, the Fund shall deliver
to the Custodian a Certificate or in the event such Reverse Repurchase Agreement
is  a  Money  Market  Security,  a Certificate, Oral  Instructions,  or  Written
Instructions  specifying:   (a)  the Series for  which  the  Reverse  Repurchase
Agreement  is  entered; (b) the total amount payable to the Fund  in  connection
with  such  Reverse  Repurchase  Agreement and specifically  allocated  to  such
Series;  (c)  the  broker or dealer through or with whom the Reverse  Repurchase
Agreement  is entered; (d) the amount and kind of Securities to be delivered  by
the  Fund  to  such  broker or dealer; (e) the date of such  Reverse  Repurchase
Agreement;  and (f) the amount of cash and/or the amount and kind of Securities,
if  any,  specifically  allocated to such Series to be  deposited  in  a  Senior
Security  Account  for  such Series in connection with such  Reverse  Repurchase
Agreement.  The Custodian shall, upon receipt of the total amount payable to the
Fund  specified  in the Certificate, Oral Instructions, or Written  Instructions
make  the  delivery to the broker or dealer, and the deposits, if  any,  to  the
Senior  Security  Account, specified in such Certificate, Oral Instructions,  or
Written Instructions.

2.   Upon the termination of a Reverse Repurchase Agreement described in
preceding paragraph 1 of this Article, the Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate, Oral Instructions, or Written Instructions to the
Custodian specifying:  (a) the Reverse Repurchase Agreement being terminated and
the Series for which same was entered; (b) the total amount payable by the Fund
in connection with such termination; (c) the amount and kind of Securities to be
received by the Fund and specifically allocated to such Series in connection
with such termination; (d) the date of termination; (e) the name of the broker
or dealer with or through whom the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and kind of Securities
to be withdrawn from the Senior Securities Account for such Series.  The

                                          17
<PAGE>

Custodian shall, upon receipt of the amount and kind of Securities to be
received by the Fund specified in the Certificate, Oral Instructions, or Written
Instructions, make the payment to the broker or dealer, and the withdrawals, if
any, from the Senior Security Account, specified in such Certificate; Oral
Instructions, or Written Instructions.

                                    ARTICLE X

                    LOAN OF PORTFOLIO SECURITIES OF THE FUND

1.   Promptly after each loan of portfolio Securities specifically allocated to
a  Series held by the Custodian hereunder, the Fund shall deliver or cause to be
delivered  to the Custodian a Certificate specifying with respect to  each  such
loan:  (a) the Series to which the loaned Securities are specifically allocated;
(b)  the  name of the issuer and the title of the Securities, (c) the number  of
shares  or  the principal amount loaned, (d) the date of loan and delivery,  (e)
the  total  amount  to be delivered to the Custodian against  the  loan  of  the
Securities,  including the amount of cash collateral and the  premium,  if  any,
separately  identified,  and (f) the name of the broker,  dealer,  or  financial
institution  to  which  the  loan was made.  The  Custodian  shall  deliver  the
Securities  thus  designated to the broker, dealer or financial  institution  to
which  the loan was made upon receipt of the total amount designated  as  to  be
delivered  against the loan of Securities.  The Custodian may accept payment  in
connection  with  a  delivery otherwise than through the  Book-Entry  System  or
Depository  only in the form of a certified or bank cashier's check  payable  to
the  order  of the Fund or the Custodian drawn on New York Clearing House  funds
and  may  deliver  Securities in accordance with the  customs  prevailing  among
dealers in securities.

2.   Promptly after each termination of the loan of Securities by the Fund, the
Fund shall deliver or cause to be delivered to the Custodian a Certificate
specifying with respect to each such loan termination and return of Securities:
(a) the Series to which the loaned Securities are specifically allocated; (b)
the name of the issuer and the title of the" Securities to be returned, (c) the
number of shares or the principal amount to be returned, (d) the date of
termination, (e) the total amount to be delivered by the Custodian (including
the cash collateral for such Securities minus any offsetting credits as
described in said Certificate), and (f) the name of the broker, dealer, or
financial institution from which the Securities will be returned.  The Custodian
shall receive all Securities returned from the broker, dealer, or financial
institution to which such Securities were loaned and upon receipt thereof shall
pay, out of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the Certificate.


                                          18
<PAGE>

                                   ARTICLE XI

  CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY ACCOUNTS, AND COLLATERAL ACCOUNTS

1.    The  Custodian shall, from time to time, make such  deposits  to,  or
withdrawals  from,  a  Senior  Security Account as specified  in  a  Certificate
received by the Custodian.  Such Certificate shall specify the Series for  which
such  deposit  or  withdrawal is to be made, and the amount of cash  and/or  the
amount  and  kind  of Securities specifically allocated to  such  Series  to  be
deposited  in, or withdrawn from, such Senior Security Account for such  Series.
In  the  event that the Fund fails to specify in a Certificate the  Series,  the
name  of the issuer, the title and the number of shares or the principal  amount
of any particular Securities to be deposited by the Custodian into, or withdrawn
from, a Senior Securities Account, the Custodian shall be under no obligation to
make any such deposit or withdrawal and shall so notify the Fund.

2.   The Custodian shall make deliveries or payments from a Margin Account to
the broker, dealer, futures commission merchant or Clearing Member in whose
name, or for whose benefit, the account was established as specified in the
Margin Account Agreement.

3.   Amounts received by the Custodian as payments or distributions with respect
to Securities deposited in any Margin Account shall be dealt with in accordance
with the terms and conditions of the Margin Account Agreement.

4.   The Custodian shall have a continuing lien and security interest in and to
any property at any time held by the Custodian in any Collateral Account
described herein.  In accordance with applicable law the Custodian may enforce
its lien and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or similar
document or any receipt issued hereunder by the Custodian.  In the event the
Custodian should realize on any such property net proceeds which are less than
the Custodian's obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed the Custodian by
the Fund within the scope of Article XIV herein.

5.   On each business day the Custodian shall furnish the Fund with a statement
with respect to each Margin Account in which money or Securities are held
specifying as of the close of business on the previous business day:  (a) the
name of the Margin Account; (b) the amount and kind of Securities held therein;
and (c) the amount of money held therein.  The Custodian shall make available
upon request to any broker, dealer, or futures commission merchant specified in
the name of a Margin Account a copy of the statement furnished the Fund with
respect to such Margin Account.

6.   Promptly after the close of business on each business day in which cash
and/or Securities are maintained in a Collateral Account for any Series, the
Custodian shall furnish the Fund with a Statement with respect to such Col
lateral Account specifying the amount of cash and/or the amount and kind of
Securities held therein.  No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall furnish to the
Custodian a Certificate or Written Instructions specifying the then market value
of the Securities described in such statement.  In the event such then market

                                          19
<PAGE>

value is indicated to be less than the Custodian's obligation with respect to
any outstanding Put Option guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or Securities to be
deposited in such Collateral Account to eliminate such deficiency.


                                   ARTICLE XII

                      PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1.   The Fund shall furnish to the Custodian a copy of the resolution of the
Board  of  Directors of the Fund, certified by the Secretary  or  any  Assistant
Secretary, either (i) setting forth with respect to the Series specified therein
the  date of the declaration of a dividend or distribution, the date of  payment
thereof,  the record date as of which shareholders entitled to payment shall  be
determined,  the amount payable per Share of such Series to the shareholders  of
record  as  of that date and the total amount payable to the Dividend Agent  and
any sub-dividend agent or co-dividend agent of the Fund on the payment date,  or
(ii) authorizing with respect to the Series specified therein the declaration of
dividends  and distributions on a daily basis and authorizing the  Custodian  to
rely  on Oral Instructions, Written Instructions or a Certificate setting  forth
the  date  of  the  declaration of such dividend or distribution,  the  date  of
payment  thereof, the record date as of which share holders entitled to  payment
shall  be  determined,  the  amount payable per Share  of  such  Series  to  the
shareholders  of  record as of that date and the total  amount  payable  to  the
Dividend Agent on the payment date.

2.   Upon the payment date specified in such resolution, Oral Instructions,
Written Instructions or Certificate, as the case may be, the Custodian shall pay
out of the moneys held for the account of each Series the total amount payable
to the Dividend Agent, and any sub-dividend agent or co-dividend agent of the
Fund with respect to such Series.


                                  ARTICLE XIII

                          SALE AND REDEMPTION OF SHARES

1.   Whenever the Fund shall sell any Shares, it shall deliver to the Custodian
a Certificate duly specifying:

    (a)  The Series, the number of Shares sold, trade date, and price; and

    (b)  The amount of money to be received by the Custodian for the sale of
such Shares and specifically allocated to the separate account in the name of
such Series.

2.   Upon receipt of such money from the Transfer Agent, the Custodian shall
credit  such money to the separate account in the name of the Series  for  which
such money was received.

3.   Upon issuance of any Shares of any Series described in the foregoing
provisions of this Article, the Custodian shall pay, out of the money held for
the account of such Series, all original issue or other taxes required to be


                                          20
<PAGE>

paid by the Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.

4.   Except as provided hereinafter, whenever the Fund desires the Custodian to
make payment out of the money held by the Custodian hereunder in connection with
a redemption of any Shares, it shall furnish to the Custodian a Certificate
specifying:

    (a)  The number and Series of Shares redeemed; and

    (b)  The amount to be paid for such Shares.

5.   Upon receipt from the Transfer Agent of an advice setting forth the Series
and number of Shares received by the Transfer Agent for redemption and that such
Shares are in good form for redemption, the Custodian shall make payment to  the
Transfer Agent out of the moneys held in the separate account in the name of the
Series the total amount specified in the Certificate issued pursuant to the fore
going paragraph 4 of this Article.

6.   Notwithstanding the above provisions regarding the redemption of any
Shares, whenever any Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the Custodian,
unless otherwise instructed by a Certificate, shall, upon receipt of an advice
from the Fund or its agent setting forth that the redemption is in good form for
redemption in accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the moneys held in
the separate account of the Series of the Shares being redeemed.


                                   ARTICLE XIV

                           OVERDRAFTS OR INDEBTEDNESS

1.   If the Custodian should in its sole discretion advance funds on behalf of
any  Series  which  results  in an overdraft because  the  moneys  held  by  the
Custodian in the separate account for such Series shall be insufficient  to  pay
the total amount payable upon a purchase of Securities specifically allocated to
such  Series,  as  set  forth in a Certificate, Oral  Instructions,  or  Written
Instructions  or which results in an overdraft in the separate account  of  such
Series for some other reason, or if the Fund is for any other reason indebted to
the Custodian with respect to a Series (except a borrowing for investment or for
temporary  or  emergency purposes using Securities as collateral pursuant  to  a
separate  agreement  and  subject  to the provisions  of  paragraph  2  of  this
Article),  such overdraft or indebtedness shall be deemed to be a loan  made  by
the  Custodian  to  the Fund for such Series payable on demand  and  shall  bear
interest from the date incurred at a rate per annum (based on a 360-day year for
the  actual  number  of  days  involved) equal to 1/2%  over  Custodian's  prime
commercial lending rate in effect from time to time, such rate to be adjusted on
the effective date of any change in such prime commercial lending rate but in no
event  to  be less than 6% per annum.  In addition, the Fund hereby agrees  that
the  Custodian shall have a continuing lien and security interest in and to  any
property  specifically allocated to such Series at any time held by it  for  the
benefit  of such Series or in which the Fund may have an interest which is  then
in  the  Custodian's possession or control or in possession or  control  of  any
third  party  acting  in  the  Custodian's  behalf.   The  Fund  authorizes  the

                                          21
<PAGE>

Custodian,  in its sole discretion, at any time to charge any such overdraft  or
indebtedness together with interest due thereon against any balance  of  account
standing to such Series' credit on the Custodian's books.

2.   The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using Securities held by the Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral.  The Fund shall promptly deliver to
the Custodian a Certificate specifying with respect to each such borrowing:  (a)
the Series to which such borrowing relates; (b) the name of the bank, (c) the
amount and terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund, or other loan
agreement, (d) the time and date, if known, on which the loan is to be entered
into, (e) the date on which the loan becomes due and payable, (f) the total
amount payable to the Fund on the borrowing date, (g) the market value of
Securities to be delivered as collateral for such loan, including the name of
the issuer, the title and the number of shares or the principal amount of any
particular Securities, and (h) a statement specifying whether such loan is for
investment purposes or for temporary or emergency purposes and that such loan is
in conformance with the Investment Company Act of 1940 and the Fund's
prospectus.  The Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable as set forth in the
Certificate.  The Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory note or loan
agreement.  The Custodian shall deliver such Securities as additional collateral
as may be specified in a Certificate to collateralize further any transaction
described in this paragraph.  The Fund shall cause all Securities released from
collateral status to be returned directly to the Custodian, and the Custodian
shall receive from time to time such return of collateral as may be tendered to
it.  In the event that the Fund fails to specify in a Certificate the Series,
the name of the issuer, the title and number of shares or the principal amount
of any particular Securities to be delivered as collateral by the Custodian, the
Custodian shall not be under any obligation to deliver any Securities.


                                   ARTICLE XV

                            CONCERNING THE CUSTODIAN

1.   Except as hereinafter provided, neither the Custodian nor its nominee shall
be  liable  for any loss or damage, including counsel fees, resulting  from  its
action  or  omission to act or otherwise, either hereunder or Under  any  Margin
Account  Agreement, except for any such loss or damage arising out  of  its  own
negligence or willful misconduct.  The Custodian may, with respect to  questions
of  law  arising hereunder or under any Margin Account Agreement, apply for  and
obtain  the advice and opinion of counsel to the Fund or of its own counsel,  at
the  expense of the Fund, and shall be fully protected with respect to  anything
done  or  omitted by it in good faith in conformity with such advice or opinion.
The  Custodian shall be liable to the Fund for any loss or damage resulting from

                                          22
<PAGE>

the  use  of  the Book-Entry System or any Depository arising by reason  of  any
negligence,  misfeasance or willful misconduct on the part of the  Custodian  or
any of its employees or agents.

2.   Without limiting the generality of the foregoing, the Custodian shall be
under no obligation to inquire into, and shall not be liable for:
  (a)  The validity of the issue of any Securities purchased, sold, or written
by or  for the Fund, the legality of the purchase, sale or writing thereof, or
the propriety of the amount paid or received therefor;

  (b)  The legality of the sale or redemption of any Shares, or the propriety of
the amount to be received or paid therefor;
  (c)  The legality of the declaration or payment of any dividend by the Fund;
  (d)  The legality of any borrowing by the Fund using Securities as collateral;
  (e)  The legality of any loan of portfolio Securities, nor shall the Custodian
be under any duty or obligation to see to it that any cash collateral delivered
to it by a broker, dealer, or financial institution or held by it at any time as
a result of such loan of portfolio Securities of the Fund is adequate collateral
for the Fund against any loss it might sustain as a result of such loan.  The
Custodian specifically, but not by way of limitation, shall not be under any
duty or obligation periodically to check or notify the Fund that the amount of
such cash collateral held by it for the Fund is sufficient collateral for the
Fund, but such duty or obligation shall be the sole responsibility of the Fund.
In addition, the Custodian shall be under no duty or obligation to see that any
broker, dealer or financial institution to which portfolio Securities of the
Fund are lent pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the account of the Fund
during the period of such loan or at the termination of such loan, provided,
however, that the Custodian shall promptly notify the Fund in the event that
such dividends or interest are not paid and received when due; or
  (f)  The sufficiency or value of any amounts of money and/or Securities held
in any Margin Account, Senior Security Account, Exempt Account or Collateral
Account in connection with transactions by the Fund.  In addition, the Custodian
shall be under no duty or obligation to see that any broker, dealer, futures
commission merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the amount the Fund is
entitled to receive, or to notify the Fund of the Custodian's receipt or non-
receipt of any such payment.

3.   The Custodian shall not be liable for, or considered to be the Custodian
of,  any  money,  whether  or  not represented by any  check,  draft,  or  other
instrument for the payment of money, received by it on behalf of the Fund  until
the Custodian actually receives and collects such money directly or by the final
crediting  of  the  account representing the Fund's interest at  the  Book-Entry
System or the Depository.

                                          23
<PAGE>

4.   The Custodian shall not be under any duty or obligation to take action to
effect collection of any amount due to the Fund from the Transfer Agent of the
Fund nor to take any action to effect payment or distribution by the Transfer
Agent of the Fund of any amount paid by the Custodian to the Transfer Agent of
the Fund in accordance with this Agreement.

5.   The Custodian shall not be under any duty or obligation to take action to
effect collection of any amount, if the Securities upon which such amount is
payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.

6.   The Custodian may appoint one or more banking institutions as Depository or
Depositories, as Sub-Custodian or Sub-Custodians, or as Co-Custodian or Co-
Custodians including, but not limited to, banking institutions located in
foreign countries, of Securities and moneys at any time owned by the Fund, upon
such terms and conditions as may be approved in a Certificate or contained in an
agreement executed by the Custodian, the Fund and the appointed institution.

7.   The Custodian shall not be under any duty or obligation (a) to ascertain
whether any Securities at any time delivered to/ or held by it, for the account
of the Fund and specifically allocated to a Series are such as properly may be
held by the Fund or such Series under the provisions of its then current
prospectus, or (b) to ascertain whether any transactions by the Fund, whether or
not involving the Custodian, are such transactions as may properly be engaged in
by the Fund.

8.   The Custodian shall be entitled to receive and the Fund agrees to pay to
the Custodian all out-of-pocket expenses and such compensation as may be agreed
upon from time to time between the Custodian and the Fund.  The Custodian may
charge such compensation and any expenses with respect to a series incurred by
the Custodian in the performance of its duties pursuant to such agreement
against any money specifically allocated to such Series.  Unless and until the
Fund instructs the Custodian by a Certificate to apportion any loss, damage,
liability or expense among the Series in a specified manner, the Custodian shall
also be entitled to charge against any money held by it for the account of a
Series such Series' pro rata share (based on such Series net asset value at the
time of the charge to the aggregate net asset value of all Series at that time)
of the amount of any loss, damage, liability or expense, including counsel fees,
for which it shall be entitled to reimbursement under the provisions of this
Agreement.  The expenses for which the Custodian shall be entitled to
reimbursement hereunder shall include, but are not limited to, the expenses of
sub-custodians and foreign branches of the Custodian incurred in settling
outside of New York City transactions involving the purchase and sale of
Securities of the Fund.

9.   The Custodian shall be entitled to rely upon any Certificate, notice or
other instrument in writing received by the Custodian and reasonably believed by
the Custodian to be a Certificate.  The Custodian shall be entitled to rely upon
any Oral Instructions and any Written Instructions actually received by the
Custodian hereinabove provided for.  The Fund agrees to forward to the Custodian
a Certificate or facsimile thereof confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telecopier or other,

                                          24
<PAGE>


similar device, or otherwise, by the close of business of the same day that such
Oral Instructions or Written Instructions are given to the Custodian.  The Fund
agrees that the fact that such confirming instructions are not received by the
Custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Fund.  The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
Oral Instructions or Written Instructions given to the Custodian hereunder
concerning such transactions provided such instructions reasonably appear to
have been received from an Authorized Person.

10.  The Custodian shall be entitled to rely upon any instrument/ instruction or
notice received by the Custodian and reasonably believed by the Custodian to be
given in accordance with the terms and conditions of any Margin Account
Agreement.  Without limiting the generality of the foregoing, the Custodian
shall be under no duty to require into, and shall not be liable for, the
accuracy of any statements or representations contained in any such instrument
or other notice including, without limitation, any specification of any amount
to be paid to a broker, dealer, futures commission merchant or Clearing Member.

11.  The books and records pertaining to the Fund which are in the possession of
the Custodian shall be the property of the Fund.  Such books and records shall
be prepared and maintained as required by the Investment Company Act of 1940, as
amended, and other applicable securities laws and rules and regulations.  The
Fund, or the Fund's authorized representatives, shall have access to such books
and records during the Custodian's normal business hours.  Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
the Custodian to the Fund or the Fund's authorized representative, and the Fund
shall reimburse the Custodian its expenses of providing such copies.

12.  The Custodian shall provide the Fund with any report obtained by the
Custodian on the system of internal accounting control of the Book-Entry System,
the Depository, or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time to time.

13.  The Fund agrees to indemnify the Custodian against and save the Custodian
harmless from all liability, claims, losses and demands whatsoever, including
attorney's fees, howsoever arising or incurred because of or in connection with
the Custodian's payment or non-payment of checks pursuant to paragraph 6 of
Article XIII as part of any check redemption privilege program of the Fund,
except for any such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.

14.  Subject to the foregoing provisions of this Agreement, the Custodian may
deliver and receive Securities, and receipts with respect to such Securities,
and arrange for payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or dealers in such
Securities.

15.  The Custodian shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.


                                          25
<PAGE>

                                   ARTICLE XVI

                                   TERMINATION

1.   Either of the parties hereto may terminate this Agreement by giving to the
other  party a notice in writing specifying the date of such termination,  which
shall be not less than ninety (90) days after the date of giving of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of  a  resolution  of  the  Board of Directors of the  Fund,  certified  by  the
Secretary  or any Assistant Secretary, electing to terminate this Agreement  and
designating a successor custodian or custodians, each of which shall be  a  bank
or  trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits.  In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a copy  of  a
resolution of the Board of Directors of the Fund, certified by the Secretary  or
any  Assistant  Secretary, designating a successor custodian or custodians.   In
the  absence  of  such designation by the Fund, the Custodian  may  designate  a
successor custodian which shall be a bank or trust company having not less  than
$2,000,000 aggregate capital, surplus and undivided profits.  Upon the date  set
forth  in  such  notice this Agreement shall terminate, and the Custodian  shall
upon  receipt of a notice of acceptance by the successor custodian on that  date
deliver directly to the successor custodian all Securities and moneys then owned
by  the Fund and held by it as Custodian, after deducting all fees, expenses and
other  amounts  for  the  payment or reimbursement of which  it  shall  then  be
entitled.

2.   If a successor custodian is not designated by the Fund or the Custodian in
accordance with the preceding paragraph, the Fund shall upon the date specified
in the notice of termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the Book-Entry System
which cannot be delivered to the Fund) and moneys then owned by the Fund be
deemed to be its own custodian and the Custodian shall thereby be relieved of
all duties and responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book Entry System which cannot be
delivered to the Fund to hold such Securities hereunder in accordance with this
Agreement.


                                  ARTICLE XVII

                                  MISCELLANEOUS

1.   Annexed hereto as Appendix A is a Certificate signed by two of the present
Officers of the Fund under its corporate seal, setting forth the names  and  the
signatures of the present Authorized Persons.  The Fund agrees to furnish to the
Custodian  a new Certificate in similar form in the event that any such  present
Authorized  Person ceases to be an Authorized Person or in the event that  other
or  additional  Authorized  Persons are elected or appointed.   Until  such  new
Certificate shall be received, the Custodian shall be fully protected in  acting
under  the provisions of this Agreement upon Oral Instructions or signatures  of
the present Authorized Persons as set forth in the last delivered Certificate.

2.   Annexed hereto as Appendix B is a Certificate signed by two of the present
Officers of the Fund under its corporate seal, setting forth the names and the
signatures of the present Officers of the Fund.  The Fund agrees to furnish to
the Custodian a new Certificate in similar form in the event any such present

                                          26
<PAGE>

Officer ceases to be an Officer of the Fund, or in the event that other or
additional Officers are elected or appointed.  Until such new Certificate shall
be received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers as set forth in
the last delivered Certificate.

3.   Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, shall be sufficiently given if addressed
to the Custodian and mailed or delivered to it at its offices at 90 Washington
Street, New York, New York 10015, or at such other place as the Custodian may
from time to time designate in writing.

4.   Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Fund shall be sufficiently given if addressed to
the Fund and mailed or delivered to it at its office at the address for the Fund
first above written, or at such other place as the Fund may from time to time
designate in writing.

5.   This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Board of Directors of the Fund.

6.   This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian, or by the Custodian without the written consent of the Fund,
authorized or approved by a resolution of the Fund's Board of Directors.

7.   This Agreement shall be construed in accordance with the laws of the State
of New York.

8.   This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement  to  be
executed  by their respective corporate Officers/ thereunto duly authorized  and
their respective corporate seals to be hereunto affixed, as of the day and  year
first above written.


                                          27
<PAGE>




                              By:/s/ Thomas H. Dinsmore
Attest:

/s/ Sigmund Levine

                              THE BANK OF NEW YORK



                              By: /s/ Steve Grunston
Attest:

/s/ Not Legible

                                          28
<PAGE>


                                   APPENDIX C


     I,  ________________________________, an Assistant Vice President with THE
BANK OF NEW YORK do hereby designate the following publications:

The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal

                                          29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J2
<SEQUENCE>12
<FILENAME>ecf-2003_exhibitj2.txt
<TEXT>
                                                                  Exhibit (j)(2)
                         AMENDMENT TO CUSTODY AGREEMENT

                                     between

               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                                       and

                              THE BANK OF NEW YORK

     This  Amendment Agreement made this 26th day of July, 1999, by and between
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC., a Maryland corporation  (the
"Fund"),  and THE BANK OF NEW YORK, a New York corporation authorized  to  do  a
banking business (the "Custodian").

     WHEREAS, the Fund and the Custodian entered into a Custody Agreement  dated
as of February, 1990 (the "Custody Agreement"); and

     WHEREAS, the Fund and the Custodian wish to amend the Custody Agreement  to
provide  for  the duties of the Custodian with respect to property of  the  Fund
held outside of the United States and to foreign currency transactions.

                              W I T N E S S E T H:

     In  consideration of the mutual covenants herein contained, and other  good
and  valuable  consideration, the receipt whereof is  hereby  acknowledged,  the
parties hereto, intending to be legally bound, agree as follows:

I.   Definitions.  Capitalized terms which are used herein without definition
and  which  are  defined in the Custody Agreement shall have the  same  meanings
herein as in the Custody Agreement.

II.  Amendment to Custody Agreement.  The Fund and the Custodian agree to amend
the Custody Agreements as follows:
     A.   Article I of the Custody Agreement is hereby amended by adding the
following definitions to such Article:

          "Composite Currency Unit" shall mean the European Currency Unit or any
          other  composite unit consisting of the aggregate of specified amounts
          of  specified Currencies as such unit may be constituted from time  to
          time.

          "Currency"  shall mean money denominated in a lawful currency  of  any
          country or the European Currency Unit.

          "FX  Transaction" shall mean any transaction for the purchase  by  one
          party  of an agreed amount in one Currency against the sale by  it  to
          the other party of an agreed amount in another Currency.

<PAGE>

      B.   The following two articles are hereby added to the end of the Custody
Agreement:

                                  ARTICLE XVIII

                DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
                 OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

1.   The Custodian is authorized and instructed to employ, as sub-custodian for
each  Series'  Securities for which the primary market  is  outside  the  United
States ("Foreign Securities") and other assets, the foreign banking institutions
and foreign securities depositories and clearing agencies designated on Schedule
I  hereto  ("Foreign  Sub-Custodians").  The Fund may designate  any  additional
foreign sub-custodian with which the Custodian has an agreement for such  entity
to  act  as  the Custodian's agent, as its sub-custodian and any such additional
foreign  sub-custodian shall be deemed added to Schedule I.  Upon receipt  of  a
Certificate from the Fund, the Custodian shall cease the employment of  any  one
or  more Foreign Sub-Custodians for maintaining custody of the Fund's assets and
such Foreign Sub-Custodian shall be deemed deleted from Schedule I.

2.   Each delivery of a Certificate to the Custodian in connection with a
transaction involving the use of a Foreign Sub-Custodian shall constitute a
representation and warranty by the Fund that its Board of Directors, or its
third party foreign custody manager as defined in Rule 17f-5 under the
Investment Company Act of 1940, as amended, if any, has determined that use of
such Foreign Sub-Custodian satisfies the requirements of such Investment Company
Act of 1940 and such Rule 17f-5 thereunder.

3.   The Custodian shall identify on its books as belonging to each Series of
tile  Fund  the  Foreign Securities of such Series held  by  each  Foreign  Sub-
Custodian.   At the election of the Fund, it shall be entitled to be  subrogated
to  the  rights of the Custodian with respect to any claims by the Fund  or  any
Series  against  a Foreign Sub-Custodian as a consequence of any  loss,  damage,
cost,  expense,  liability or claim sustained or incurred by  the  Fund  or  any
Series if and to the extent that the Fund or such Series has not been made whole
for any such loss, damage, cost, expense, liability or claim.

4.   Upon request of the Fund, the Custodian will, consistent with the terms of
the applicable Foreign Sub-Custodian agreement use reasonable efforts to arrange
for  the independent accountants of the Fund to be afforded access to the  books
and  records  of  any Foreign Sub-Custodian insofar as such  books  and  records
relate to the performance of such Foreign Sub-Custodian under its agreement with
the Custodian on behalf of the Fund.

5.   The Custodian will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of each Series
held by Foreign Sub-Custodians, including but not limited to an identification
of entities having possession of each Series' Foreign Securities and other
assets, and advices or notifications of any transfers of Foreign Securities to
or from each custodial account maintained by a Foreign Sub-Custodian for the
Custodian on behalf of the Series.

                                            2
<PAGE>

6.   The Custodian shall transmit promptly to the Fund all notices, reports or
other written information received pertaining to the Fund's Foreign Securities,
including without limitation, notices of corporate action, proxies and proxy
solicitation materials.

7.   Notwithstanding any provision of this Agreement to the contrary, settlement
and payment for securities received for the account of any Series and delivery
of securities maintained for the account of such Series may be effected in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.

8.   Notwithstanding any other provision in this Agreement to the contrary, with
respect to any losses or damages arising out of or relating to any actions or
omissions of any Foreign Sub-Custodian the sole responsibility and liability of
the Custodian shall be to take appropriate action at the Fund's expense to
recover such loss or damage from the Foreign Sub-Custodian.  It is expressly
understood and agreed that the Custodian's sole responsibility and liability
shall be limited to amounts so recovered from the Foreign Sub-Custodian.
                                   ARTICLE XIX

                                 FX TRANSACTIONS

1.    Whenever  the Fund shall enter into an FX Transaction, the  Fund  shall
promptly  deliver to the Custodian a Certificate or Oral Instructions specifying
with respect to such FX Transaction: (a) the Series to which such FX Transaction
is  specifically allocated; (b) the type and amount of Currency to be  purchased
by the Fund; (c) the type and amount of Currency to be sold by the Fund; (d) the
date  on which the Currency to be purchased is to be delivered; (e) the date  on
which the Currency to be sold is to be delivered; and (f) the name of the person
from  whom or through whom such currencies are to be purchased and sold.  Unless
otherwise instructed by a Certificate or Oral Instructions, the Custodian  shall
deliver,  or shall instruct a Foreign Sub-Custodian to deliver, the Currency  to
be  sold on the date on which such delivery is to be made, as set forth  in  the
Certificate, and shall receive, or instruct a Foreign Sub-Custodian to  receive,
the Currency to be purchased on the date as set forth in the Certificate.

2.    Where the Currency to be sold is to be delivered on the same day as the
Currency  to be purchased, as specified in the Certificate or Oral Instructions,
the  Custodian  or a Foreign Sub-Custodian may arrange for such  deliveries  and
receipts to be made in accordance with the customs prevailing from time to  time
among brokers or dealers in Currencies, and such receipt and delivery may not be
completed simultaneously.  The Fund assumes all responsibility and liability for
all credit risks involved in connection with such receipts and deliveries, which
responsibility and liability shall continue until the Currency to be received by
the Fund has been received in full.

                                            3
<PAGE>

3.   Any FX Transaction effected by the Custodian in connection with this
Agreement may be entered with the Custodian, any office, branch or subsidiary of
The Bank of New York Company, Inc., or any Foreign Sub-Custodian acting as
principal or otherwise through customary banking channels.  The Fund may issue a
standing Certificate with respect to FX Transaction but the Custodian may
establish rules or limitations concerning any foreign exchange facility made
available to the Fund.  The Fund shall bear all risks of investing in Securities
or holding Currency.  Without limiting the foregoing, the Fund shall bear the
risks that rules or procedures imposed by a Foreign Sub-Custodian or foreign
depositories, exchange controls, asset freezes or other laws, rules, regulations
or orders shall prohibit or impose burdens or costs on the transfer to, by or
for the account of the Fund of Securities or any cash held outside the Fund's
jurisdiction or denominated in Currency other than its home jurisdiction or the
conversion of cash from one Currency into another currency.  The Custodian shall
not be obligated to substitute another Currency for a Currency (including a
Currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation, rule or procedure.  Neither the Custodian nor any Foreign Sub-
Custodian shall be liable to the Fund for any loss resulting from any of the
foregoing events.

III.  Effect  of Amendment.  Except as hereinabove modified and amended,  the
Custody  Agreement  will remain unaltered and in fall force and  effect  and  is
hereby ratified and confirmed in all respects as amended.

IV.  Governing Law.  This Amendment shall be governed by and construed according
to the laws of the State of New York without giving effect to conflicts of laws
principles thereof
   IN  WITNESS  WHEREOF,  the parties hereto have caused this  Amendment  to  be
executed in duplicate on the day and year first above written.



ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


Attest:  /s/ Mercedes A. Pierre          By:     /s/ Sigmund Levine
Name:    Mercedes A. Pierre              Name:   Sigmund Levine
Title:   Asst.  Treas.                   Title:  Senior Vice President


THE BANK OF NEW YORK


Attest:  /s/ Marjorie McLaughlin         By:     /s/ Jorge E. Ramos
Name:    Marjorie McLaughlin             Name:   Jorge E. Ramos
Title:   Vice President                  Title:  Vice President

                                            4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J3
<SEQUENCE>13
<FILENAME>ecf-2003_exhibitj3.txt
<TEXT>
                                                                  Exhibit (j)(3)
                                    AMENDMENT


     AMENDMENT made as of June 1, 2001 to that certain Custody Agreement dated
as of June 13, 1986 as amended on July  26, 1999 between Ellsworth Convertible
Growth & Income Fund, Inc. (the "Fund") and The Bank of New York ("Custodian")
(such Custody Agreement hereinafter referred to as the "Custody Agreement").

                                   WITNESSETH:

     WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended
(the "Rule"), was adopted on June 12, 2000 by the Securities and Exchange
Commission;

     WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to
conform to the Rule;

     NOW, THEREFORE, the Fund and Custodian hereby agree as follows:

A.   The following new Article XXI is hereby added to the Custody Agreement:

                              FOREIGN DEPOSITORIES

1.   As used in this Article, the term "Foreign Depository" shall mean each
Eligible Securities Depository as defined in Rule l7f-7 under the Investment
Company Act of 1940, as amended (the "Rule"), identified by Custodian to the
Fund from time to time, and their respective successors and nominees.

2.   Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its investment adviser has
determined that the custody arrangements of each Foreign Depository provide
reasonable safeguards against the custody risks associated with maintaining
assets with such Foreign Depository within the meaning of the Rule.

3.   With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence such as a person having
responsibilities for the safekeeping of the Fund's assets would exercise (i) to
provide the Fund or its investment adviser with an analysis of the custody risks
associated with maintaining assets with the Foreign Depository, and (ii) to
monitor such custody risks on a continuing basis and promptly notify the Fund of
any material change in such risks.  The Fund acknowledges and agrees that such
analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians, trade associations of which Custodian
is a member from time to time, or through publicly available information
otherwise obtained by Custodian, and shall not include any evaluation of Country
Risks.  Custodian will endeavor to include in its analysis and monitoring, among
other things, a Foreign Depository's expertise and market reputation, the
quality of its services, its financial strength, any insurance or
indemnification arrangements, the extent and quality of regulation and
independent examination of the depository, its standing in published ratings,
its internal controls and other procedures for safeguarding investments, and any

<PAGE>

related legal protections.  In the event that the Fund reasonably believes that
there is a discrepancy between Custodian's performance of its obligations in (i)
or (ii) and the requirements of paragraphs (a)(l)(i)(A) or (B) of the Rule,
respectively, and provides a detailed notification to Custodian, Custodian shall
reasonably cooperate with the Fund and endeavor to resolve any such discrepancy.
As used herein the term "Country Risks" shall mean with respect to any Foreign
Depository:  (a) the financial infrastructure of the country in which it is
organized, but not of any Foreign Depository to the extent covered by an
analysis described in clause (i) of this Section, (b) such country's prevailing
settlement practices, (c) nationalization, expropriation or other governmental
actions, (d) such country's regulation of the banking or securities industry,
(e) currency controls, restrictions, devaluations or fluctuations, and
(f) market conditions which affect the order execution of securities
transactions or affect the value of securities.

B.   Each party represents to the other that this Amendment has been duly
executed.

C.   This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts, shall, together,
constitute only one amendment.
     IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.

                              ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                              By:/s/ Gary Levine

                              Name:     Gary Levine

                              Title:    Treasurer

                              Tax Identification No:     13-3345139


                              THE BANK OF NEW YORK


                              By:/s/ Ira R. Rosner

                              Name:     Ira R. Rosner

                              Title:    Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K1
<SEQUENCE>14
<FILENAME>ecf-2003_exhibitk1.txt
<TEXT>
                                                                  Exhibit (k)(1)
American
Stock Transfer & Trust Company

Mr. Gary Levine
Re: Ellsworth Convertible Growth & Income Fund

American Stock Transfer & Trust Company

                                   January 3, 2002

Mr. Gary Levine
Bancroft Convertible Fund, Inc.
65 Madison Avenue
Morristown, NJ  07960

Dear Mr. Levine:

     This  will  confirm our agreement whereby American Stock Transfer  &  Trust
Company  will provide Ellsworth Convertible Growth and Income Fund with complete
Registrar and Transfer Agent services for a flat monthly fee of $1,000.00.   The
flat  monthly fee covers all services you require including unlimited transfers,
reports  and mailings to shareholders (stock splits, re-org for new acquisitions
and secondary distributions are excluded).  The only other fees will be for out-
of-pocket  expenses  such as postage and stationery for  mailings  to  all  your
shareholders.  We guarantee this rate for a period of three years.

     The  following  services are included in American Stock  Transfer  &  Trust
Company's flat monthly fee:

- -    Issuing and registering all stock certificates.
- -    Issuing stock options through the DWAC system.
- -    Processing legal transfers and transactions requiring special handling.
- -    Requesting opinion from company's counsel for restricted shares.
- -    Mailing certificates to shareholders as a result of transfers.
- -    Providing e-mail access for the same day issuance of stock options.
- -    Providing daily reports of processed transfers.
- -    Maintaining all shareholder accounts.
- -    Placing, maintaining and removing stop transfers.
- -    Social Security solicitation.
- -    Providing a general 800 number for shareholder inquiries.
- -    Handling shareholder/broker inquiries, including Internet correspondence.
- -    Issuing audit confirmations to company's auditors.
- -    Soliciting proxy votes for routine meetings.
- -    Imprinting shareholders' names on proxy cards.
- -    Mailing material to shareholders.
- -    Enclosing multiple proxy cards to same household in one envelope.
- -    Receiving remote electronic transmissions from ADP/IECA.
- -    Transmitting daily proxy tabulation reports to the company via facsimile or
     telephone.
- -    Verifying broker bills.
- -    Tabulating proxies.
- -    Internet proxy voting (voteproxy.com).  AST can be contacted via the
     Internet at our website:  www.amstock.com and can receive e-mail at
     info@amstock.com.
- -    Preparing final Proxy Tabulation Reports.
- -    Monitoring and suppressing undeliverable mail until correct address is
     located.
- -    Furnishing unlimited shareholder lists, in any sequence.
- -    Providing geographical detail reports of all stocks issued and surrendered
     over a specific period.
- -    Preparing and mailing checks to shareholders.
- -    Inserting all required enclosures.
- -    Issuing replacements.
- -    Maintaining Postal return items.
- -    Providing check reconciliation detail to company.
- -    Opening and maintaining participant accounts.
- -    Acknowledging and processing reinvestment, direct debit and optional cash
     payments.
- -    Mailing quarterly dividend reinvestment statements.
- -    Corresponding with plan participants.
- -    Mailing proceeds to plan participants liquidating or terminating the plan.
- -    Mailing year-end tax information to plan participants and the IRS.
- -    Providing periodic investment reports to the company.
- -    Mailing year-end 1099 forms to shareholders.
- -    Furnishing year-end 1099 forms to shareholders.
- -    Replacing lost 1099 forms to shareholders.
- -    Escheatment reports furnished to various state agencies.

     Any  information  on  our system is available to your company  through  the
Internet  and  your  shareholders  can access information  pertaining  to  their
accounts either through the Internet or on IVR.

     All   certificate  issuances,  reports,  mailings,  labels,  transfers  and
transactions,  described above will be provided to you and your shareholders  on
an unlimited basis.

     If  the above meets with your approval, please sign below.  Retain one copy
for  your  files  and return one signed copy to AST along with a fully  executed
copy of our appointment forms (enclosed).


                                   Very truly yours,

                                   AMERICAN STOCK TRANSFER & TRUST COMPANY

                                   /s/ Michael Karfunkel

                                   Michael Karfunkel
                                   President

AGREED TO AND ACCEPTED THIS
4th DAY OF JANUARY, 2002.

By   /s/ Gary Levine

     Gary Levine, Treasurer
     (Print Name & Title)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>15
<FILENAME>ecf-2003_exhibitn.txt
<TEXT>
                                                                     Exhibit (n)



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form N-2 of our report dated October 14, 2002, relating to the
financial statements and financial highlights which appears in the September 30,
2002 Annual Report to Shareholders of Ellsworth Convertible Growth and Income
Fund, Inc., which are also incorporated by reference into the Registration
Statement.  We also consent to the references to us under the headings
"Financial Highlights", "Experts", "Independent Accountants" and "Financial
Statements" in such Registration Statement.


PricewaterhouseCoopers LLP

New York, New York
September 2, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.R1
<SEQUENCE>16
<FILENAME>ecf-2003_exhibitr1.txt
<TEXT>
                                                                  Exhibit (r)(1)
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                             RESTATED CODE OF ETHICS
                            (Adopted April 14, 2003)

     I.   Preamble

          The officers, directors, directors emeritus, certain employees and
other affiliated persons (as that term is defined in the Investment Company Act
of 1940) of Ellsworth Convertible Growth and Income Fund, Inc. (the "Company")
will in varying degrees participate in or be aware of decisions made to
implement the investment policies of the Company.  Accordingly, the officers,
directors, directors emeritus, certain employees and other affiliated persons of
the Company act as fiduciaries of the Company who must at all times place the
interests of shareholders of the Company first.  All conduct of such individuals
should comport with the highest standards of ethics to avoid any actual or
potential conflicts of interest.  Specifically, the officers, directors,
directors emeritus, certain employees and other affiliated persons of the
Company must not take inappropriate advantage of their respective positions with
or on behalf of the Company, especially with regard to personal investing.  This
Code of Ethics has therefore been adopted by the Board of Directors of the
Company with the intent of preventing any intentional or unintentional
transgression by establishing high standards for conduct, without unduly
interfering with the privacy and freedom of the individuals concerned.

     II.  Scope

          It is intended that all investments or investment practices involving
a possible conflict of interest will be avoided so as to prevent any impairment
of a person's ability to be disinterested in making investment decisions and any
use for the benefit of a Personal Account of information relating to
transactions being or to be recommended to the Company.  It is also intended
that this Code of Ethics provide appropriate protection of Nonpublic Material
Information received by officers, directors, directors emeritus, employees and
other affiliated persons of the Company.

     III. Applicability

          Except as otherwise provided in Section VI hereof, the provisions of
this Code shall apply to all directors, directors emeritus, officers, employees
and other affiliated persons of the Company.

     IV.  Definitions

A.   "Access Person" shall mean any director, director emeritus, officer or
Advisory Person of the Company.

B.   "Act" shall mean the Investment Company Act of 1940.

C.   "Advisory Person" of the Company shall mean:  (i) Any employee of the
Company who, in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of a
Security by the Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales, including security

<PAGE>

analysts and traders who provide information and advice to a Portfolio Manager
or who help execute a Portfolio Manager's decisions; and (ii) Any natural person
in a Control relationship to the Company who obtains information concerning
recommendations made to the Company with regard to the purchase or sale of a
Security.

D.   "Beneficial Ownership" of Securities by any person subject to this Code
shall mean ownership of record and beneficially and also direct or indirect
beneficial interest in Securities, including all Securities in the name of or
for the direct or indirect benefit of such person's spouse, minor children, or
any individual living with him or her or to whose support such person
substantially contributes.

E.   "Compliance Officer" shall mean the person(s) designated by the Board of
Directors and/or the President of the Company to administer this Code.

F.   "Control" shall have the same meaning as that set forth in section 2(a)(9)
of the Act.

G.   "Covered Persons" shall include officers, directors, directors emeritus,
employees and other affiliated persons of the Company.

H.   "Interested Person" shall have the same meaning as that set forth in
Section (2)(a)(19) of the Act.

I.   "Investment Person" shall mean any Access Person who occupies the position
of Portfolio Manager for the Company, any Access Person who provides or supplies
information and/or advice to any Portfolio Manager or who executes or helps
execute any Portfolio Manager's decisions, and any Access Person who, in
connection with his or her regular functions, obtains contemporaneous
information regarding the purchase or sale of a Security by the Company.

J.   "Material Information" is generally defined as information that a
reasonable investor would be likely to consider important in making his or her
investment decisions, or information that is reasonably certain to have a
substantial effect on the price of the Securities of a company or other issuer.
Information that should be considered material includes, but is not limited to:
dividend changes; earnings estimates; changes in previously released earnings
estimates; the threat, commencement or resolution of litigation; significant
merger or acquisition proposals or agreements; undisclosed or threatened
regulatory actions; significant product or resource discoveries; proposed new
business activities and extraordinary management developments.

K.   "Nonpublic Information" is broadly defined as information that is not
generally available to ordinary investors  in the marketplace, or disseminated
in a manner making it available to investors in the public, e.g., through
newspapers or the financial press.

L.   "Nonpublic Material Information" shall mean Material Information that is
Nonpublic Information.
                                         2
<PAGE>

M.   "Personal Account" of any person subject to this Code shall mean:  (i)
accounts as to which such person has Beneficial Ownership; (ii) accounts of any
other individual or entity whose accounts are managed or Controlled by or
through such person; and (iii) accounts of any other individual or entity to
whom such person gives advice with regard to the acquisition or disposition of
Securities, other than the Company; provided, however, that the term "Personal
Account" shall not be construed in a manner which would impose a limitation or
restriction upon the normal conduct of business by directors, directors
emeritus, officers, employees and affiliates of the Company.

N.   "Portfolio Manager" shall mean any employee entrusted with the direct
responsibility and authority to make investment decisions affecting the Company.

O.   "Purchase or sale of a Security" shall include, among other things, the
writing of an option to purchase or sell a Security.

P.   "SEC" shall mean the Securities and Exchange Commission.

Q.   "Security" shall have the meaning set forth in Section 2(a)(36) of the Act,
except that it shall not include securities issued by the Government of the
United States, bankers' acceptances, bank certificates of deposit, commercial
paper and shares of registered open-end investment companies.

R.   "Security Held or to be Acquired" by the Company shall mean any Security
which, within the most recent 15 days, (i) is or has been held by the Company,
or (ii) is being or has been considered by the Company or its investment adviser
for purchase by the Company and any option to purchase or sell, and any security
convertible into or exchangeable for such Security.

     V.   Standards of Conduct

A.   Conflict of Interest - General Rule.  In any matter involving both the
Personal Account of a person to whom this Code is applicable and Securities Held
or to be Acquired by the Company, the person subject to this Code shall resolve
any known or reasonably to be anticipated conflict of interest in favor of the
Company.

B.   Fraudulent Purchase or Sale.  No Access Person shall, in connection with
the purchase or sale, directly or indirectly, by such person of a Security Held
or to be Acquired by the Company: (i) employ any device, scheme or artifice to
defraud the Company; (ii) make to the Company any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they are made, not misleading;
(iii) engage in any act, practice or course of business which would operate as a
fraud or deceit upon the Company; or (iv) engage in any manipulative practice
with respect to the Company.

C.   Prohibited Transactions
1.   Purchase of Securities.  Except as otherwise provided in Section VI hereof,
no Access Person of the Company may purchase or sell any Security of an issuer

                                         3
<PAGE>

or any shares issued by the Company for his or her Personal Account without the
prior written approval of the Compliance Officer, upon request of the potential
purchaser or seller, on a preclearance form (attached hereto as Exhibit A).  In
determining whether to give such prior written approval, the Compliance Officer
shall take into account whether the proposed transaction is likely to (i) impair
the potential purchaser's ability to be disinterested in making investment
decisions, (ii) affect the market price for the Security in question, or (iii)
benefit from market reaction to the portfolio transactions of the Company.  The
Board of Directors of the Company shall implement appropriate procedures to
monitor personal investment activity by Access Persons after preclearance has
been granted.  The procedure to be followed by each Access Person to obtain the
prior written approval required by this paragraph is set forth in Schedule I to
this Code.

2.   Blackout Periods and Short-Term Trading.  Except as otherwise provided in
Section VI hereof, no Access Person may execute a securities transaction in a
Security for his or her Personal Account on a day during which the Company has a
pending buy or sell order in that same Security, until that order is executed or
withdrawn.  No Portfolio Manager may buy or sell a Security for his or her
Personal Account within seven calendar days before or after the Company trades
in that Security.  No Investment Person may profit for his or her Personal
Account from the purchase and sale, or sale and repurchase, within 60 calendar
days of the same Security (or equivalent Security), if at the time of such
purchase or sale, or sale or repurchase, the Security is held by the Company.
Any profits realized by any person on trades proscribed by this paragraph shall
be returned to the Company.

3.   Initial Public Offerings and New Issues.  No Investment Person may acquire
any Securities in an initial public offering for his or her Personal Account,
absent prior authorization by the Board of Directors of the Company, or such
officers as the Board of Directors may designate, based upon a determination by
the Board of Directors, or such designated officers, of whether the investment
opportunity should be reserved for the Company and its shareholders, and whether
the opportunity is being offered to such individual by virtue of his or her
position with the Company.  Purchases of new issues in an initial public
offering shall be made with the spirit and intent of purchases made under an
investment letter and shall be avoided if the individual involved feels that in
any way he or she is receiving preferential treatment because of his or her
association with the Company.

4.   Private Placements.  No Investment Person may acquire Securities in a
private placement for his or her Personal Account, absent prior authorization by
the Board of Directors of the Company, or such officers as the Board of
Directors may designate, based upon a determination by the Board of Directors,
or such designated officers, of whether the investment opportunity should be
reserved for the Company and its shareholders, and whether the opportunity is
being offered to such individual by virtue of his or her position with the
Company.  Any Investment Person who has acquired Securities in a private
placement must notify the Compliance Officer when he or she is involved in a
subsequent consideration of an investment in the issuer of such Security on
behalf of the Company.  The Company shall not purchase or sell Securities of
such an issuer without independent review of such purchase or sale by an
Investment Person with no personal interest in the issuer.

                                         4
<PAGE>

5.   Disclosure of Nonpublic Material Information.  Covered Persons of the
Company shall not disclose or tip, trade on or appear to use any Nonpublic
Material Information obtained in the course of or as a result of his or her
relationship with the Company relating to (i) any Security (or Security which is
convertible into such Security) Held or to be Acquired by the Company or (ii)
the Company itself.

6.   Reports.  Written reports relating to a particular Security or to an
industry prepared by the Company's staff shall not go outside the office without
written permission of an officer.

7.   Gifts and Other Benefits.  No Investment Person shall accept a gift of more
than de minimis value from any person or entity that does business with or on
behalf of the Company.  In any event, the value of such gifts may not exceed
$100 per giver per year.

8.   Service as a Director or Trustee.  No Investment Person may accept a
position as a director or trustee of a publicly traded company other than the
Company absent prior authorization by the Board of Directors of the Company
based upon a determination by the Board of Directors that such service as a
director or trustee would be consistent with the interests of the Company and
its shareholders.  The Board of Directors of the Company shall implement
safeguards to address any potential conflicts of interests that may arise in the
event it approves of any Investment Person serving as a director or trustee of a
publicly traded company; any Investment Person serving as a director or trustee
of a publicly traded company normally shall be isolated from those making
investment decisions relating to such company through "Chinese Wall" or other
procedures.

     VI.  Exempted Transactions

A.   Non-Volitional Transactions.  The prohibitions of Sections V(C)(1) and (2)
shall not apply to purchases or sales which are non-volitional on the part of
either the Access Person or Investment Person, as applicable, or the Company.

B.   Reinvestment Plans.  The prohibitions of Sections V(C)(1) and (2) shall not
apply to purchases which are part of an automatic dividend reinvestment plan.

C.   Rights.  The prohibitions of Sections V(C)(1) and (2) shall not apply to
purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of its Securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired.

D.   The prohibitions of Sections V(C)(1) and (2) shall not apply to a director
or director emeritus of the Company who is subject to this Code solely by reason
of being a director or director emeritus of the Company unless the director or
director emeritus knew, or in the course of fulfilling his or her official
duties as a director or director emeritus of the Company, should have known that
during the 15-day period immediately preceding or after the date of the
transaction in a Security by the director or director emeritus, the Company
purchased or sold such Security or that the Company considered purchasing or
selling such Security.

                                         5
<PAGE>

E.   The prohibitions of Section V(C)(2) shall not apply if the Compliance
Officer grants an exception therefrom, in whole or in part, upon such conditions
as the Compliance Officer may impose; provided, however, that the Compliance
Officer may grant an exception only if he or she determines that no harm will
result to the Company and that to require the return of profits, if any, derived
from the prohibited conduct to the Company would be inequitable or result in
undue hardship to the individual requesting the exception.

     VII. Reporting Requirements

A.   Initial and Annual Holdings Reports.  Subject to the provisions of Section
VII(D) hereof, within ten (10) days of becoming an Access person, each Access
Person shall disclose to the Company in the form attached hereto as Exhibit B
the title, number of shares and principal amount of each Security in which the
Access Person had any direct or indirect beneficial ownership at the time he or
she became an Access Person, and the name of any broker, dealer or bank with
whom the Access Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person at the time he or she
became an Access Person.  As of December 31 of each year thereafter, each Access
Person must update the information contained in the initial holdings report,
which disclosure shall be made no later than 30 days after each December 31.

B.   Quarterly Transaction Reports.  Subject to the provisions of Section VII(D)
hereof, and except as otherwise provided herein, each Access Person of the
Company shall make a report containing the information described in Section
VII(C) hereof to the Company with respect to transactions in any Security in
which such Access Person has, or by reason of such transaction acquires, any
Beneficial Ownership.  The Company shall identify all Access Persons who are
under a duty to make such reports to it and shall inform such persons of such
duty.

C.   Required Information.  Each report required to be made hereunder, in the
form attached hereto as Exhibit C, shall be delivered to the Company to the
attention of its Compliance Officer not later than ten (10) days after the end
of the calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
1.   the date of the transaction, the title, the interest and maturity date (if
applicable), the number of shares, and the principal amount of each Security
involved;
2.   the nature of the transaction (i.e. purchase, sale or any other type of
acquisition or disposition);
3.   the price at which the transaction was effected;
4.   the name of the broker, dealer or bank with or through whom the transaction
was effected; and
5.   the date that the report is submitted by the Access Person.

     Such reports will be reviewed regularly by the Compliance Officer.  Any
such report may contain a statement that the report shall not be construed as an
admission by the person making such report that he or she has any direct or

                                         6
<PAGE>

indirect Beneficial Ownership in the Security.  If required by law, the reports
will also be available for inspection by the SEC staff, but will otherwise be
afforded confidential treatment.

D.   Exceptions.  Notwithstanding Section VII(A) and (B) hereof, no person shall
be required to make a report:
1.   with respect to transactions effected for any account over which such
person does not have any direct or indirect influence or Control;
2.   if such person is not an Interested Person of the Company and would be
required to make such a report solely by reason of being a director or director
emeritus of the Company, except where such director or director emeritus knew
or, in the ordinary course of fulfilling his or her official duties as a
director or director emeritus of the Company, should have known that during the
15-day period immediately preceding or after the date of the transaction in a
Security by the director or director emeritus the Company purchased or sold such
Security (or a Security which is convertible into such Security) or the Company
or its investment adviser considered purchasing or selling such Security; or
3.   if the report would duplicate information contained in broker trade
confirmations or account statements received by the Company with respect to the
Access Person in the time period required by Section VII(C) hereof.

     VIII.     Sanctions

          Any officer or employee who violates or attempts to violate any
provision of this Code may be subject to sanctions which may include, among
other things, restrictions on such person's personal securities transactions; a
letter of admonition, education or formal censure; fines; suspension,
reassignment, demotion or termination of employment; or other significant
remedial action.  The statutory penalties for use of Nonpublic Material
Information may include civil fines of up to three times the amount of any
profit made or any loss avoided by trading, and criminal penalties of up to five
years' imprisonment and $100,000 in fines.

     IX.  Interpretations and Exceptions

          Any questions regarding the applicability, meaning or administration
of the Code shall be referred by the person concerned in advance of a
contemplated transaction to the Compliance Officer.  Exemptions will be granted
(in addition to those pursuant to Section VI hereof) by said officer if, in his
or her judgment, the fundamental obligation of the person involved is not
compromised.

     X.   Acceptance

          Each person to whom this Code is applicable shall receive a copy of
the same.  Any amendments to this Code shall be furnished similarly to each
person to whom this Code is applicable.  Each Access Person shall certify by
January 31 of each year that (i) he or she has read and understood this Code and
will abide by it, (ii) he or she has complied with the requirements of this Code
as of the date of signing, and (iii) that he or she has disclosed and reported

                                         7
<PAGE>

all personal securities transactions required to be disclosed or reported under
this Code. A form of the statement is attached hereto as Exhibit D.

     XI.  Recordkeeping.

          The Company shall maintain the following in an easily accessible
place:

A.   a copy of this Code and any other Code which is, or at any time within the
past five years has been in effect;

B.   records of any violations of this Code and actions taken as a result of
such violations for at least five years after the end of the fiscal year in
which the violation occurs;

C.   copies of each report made under this Code (i.e., reports required by
Section VII of this Code) for at least five years after the end of the fiscal
year in which the report is made;

D.   a list of all persons who are, or have been, required to make reports
pursuant to this Code;

E.   a copy of each report described in Section XII(C) of this Code for at least
five years after the end of the fiscal year in which the report is made;

F.   a record of any decision, and the reasons supporting the decision, to
approve the acquisition by Investment Persons of Securities in an initial public
offering or a private placement for at least five years after the end of the
fiscal year in which the approval is granted.

     XII. Miscellaneous

A.   Confidentiality.  All reports of securities transactions and any other
information filed with the Company pursuant to this Code shall be treated as
confidential.

B.   Code Approval.  The Board of Directors of the Company, including a majority
of the disinterested Directors, must approve this Code, and the code of ethics
of the investment adviser and any principal underwriter to the Company, and any
material changes to these codes.  Before approving a code or any amendment to a
code, the Board of Directors must receive a certification from the Company,
investment adviser or principal underwriter that it has adopted procedures
reasonably necessary to prevent Access Persons from violating its code of
ethics.  The Board of Directors must approve a material change to a code no
later than six months after adoption of the material change.

C.   Periodic Review and Reporting.  At least annually, the President of the
Company shall furnish a written report to the Board of Directors of the Company
that:
1.   provides a summary of the Company's existing procedures concerning personal
investing by officers, directors, directors emeritus and employees of the
Company and any changes in such procedures made during the preceding year,

                                         8
<PAGE>

2.   describes any issues arising under this Code or the Company's Procedures
since the last report, including, but not limited to, information about material
violations of the Code or Procedures and sanctions imposed in response to the
material violations;
3.   describes any recommended changes to this Code; and
4.   certifies that the Company has adopted procedures reasonably necessary to
prevent Access Persons from violating this Code.

D.   Effective Date.  The provisions of this Code shall be effective as of
April 14, 2003, and amendments shall become effective when promulgated.

                                         9
<PAGE>

                                   SCHEDULE I

                 PROCEDURES FOR IMPLEMENTATION OF CODE OF ETHICS

          The following procedures have been adopted by the Board of Directors
of Ellsworth Convertible Growth and Income Fund, Inc. (the "Company") to ensure
compliance with its Code of Ethics

     I.   Designation of Compliance Officer

- -    The President of the Company is hereby designated as the Compliance Officer
for the Code of Ethics.

- -    The Compliance Officer shall oversee compliance by officers, directors,
directors emeritus and employees of the Company and its investment adviser with
the Code of Ethics.
- -    The Compliance Officer may designate an employee of the Company's
investment adviser to assist in administrative matters relating to the Code of
Ethics.
     II.  Preclearance

- -    The Compliance Officer shall be responsible for preclearing the purchase or
sale of a Security by any Access Person.

     III. Education

- -    The Compliance Officer shall be responsible for educating all officers,
directors, directors emeritus and employees of the Company and its investment
adviser regarding the Company's Code of Ethics.
- -    The Compliance Officer shall distribute to all directors, directors
emeritus, officers and employees, upon their commencement of service with the
Company or its investment adviser, and thereafter on an annual basis, a copy of
the Company's Code of Ethics.
- -    The Compliance Officer shall explain to each officer, director, director
emeritus and employee of the Company and its investment adviser all applicable
provisions of the Code of Ethics:  (i) upon commencement of such individual's
service with the Company, and (ii) thereafter, on an annual basis.  This annual
requirement may be satisfied by an informational meeting that is attended by all
officers, directors, directors emeritus and employees.
- -    The Compliance Officer shall obtain from all officers, directors, directors
emeritus and employees a signed statement that they have reviewed and understand
the Code of Ethics, in substantially the form of Exhibit D to the Code of

                                         I-1
<PAGE>

Ethics:  (i) upon commencement of such individual's service with the Company or
its investment adviser, (ii) upon any amendment to the Code of Ethics, and (iii)
in any event, on an annual basis.  The Compliance Officer shall maintain a file
that contains such statements.

     IV.  Confidential Information

- -    The Compliance Officer shall maintain all preclearance forms, written
reports and other confidential information submitted pursuant to the Code of
Ethics in a locked, secure area, and shall require that all persons who have
access to such information sign a statement agreeing that they shall maintain
such information in confidence.

     V.   Reports under the Code of Ethics

- -    The Compliance Officer shall promptly review all preclearance forms,
initial, quarterly and annual reports, confirmations, periodic reports and any
other materials submitted pursuant to the Code of Ethics (collectively, the
"Required Reports").

- -    The Compliance Officer shall make a record of all Required Reports that
have not been submitted or have not been submitted on a timely basis and shall
submit such record to the Company's Board of Directors, together with the report
required by Section VII of these Procedures.

     VI.  Monitoring Conflicts of Interest

- -    The Compliance Officer shall document conflicts and shall submit
information relating to such conflict to the Company's Board of Directors.
Securities involved will be placed on a watchlist and the Compliance Officer
will apprise Access Persons of the potential conflict and will advise them
against further trading in that Security.

     VII. Annual Review of Code of Ethics

- -    The Compliance Officer shall review the Code of Ethics and all statements
signed by Access Persons regarding the Code of Ethics on an annual basis and
shall certify to the Company's Board of Directors that he/she has conducted such
a review and, if applicable, that no violations of the Code of Ethics occurred
during the preceding year and that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code of Ethics.

     VIII.     Violations of the Code of Ethics

- -    The Compliance Officer shall submit a written report to the Company's Board
of Directors upon the occurrence of a violation of the Code of Ethics.  The
report shall contain recommendations for possible disciplinary action, the

                                         I-2
<PAGE>

details of any investigation and the resolution of the violation.  The report
shall detail what steps were taken to prevent a recurrence, an evaluation of the
current procedures and any recommendation for improvement.

     IX.  Amendments to these Procedures

- -    These Procedures may be amended from time to time by the Board of Directors
of the Company.



Adopted:  January 1, 2000

                                         I-3
<PAGE>

                                    EXHIBIT A

          PERSONAL SECURITY TRANSACTION PRE-CLEARANCE AND APPROVAL FORM

                                                      Date:  ___________________

Pre-clearance is requested for a transaction involving

______________________________________________________________________________
                      (name of issuer and type of security)

for my personal account, or an account in which I have a direct or indirect
beneficial interest, or an account with respect to which I exercise investment
discretion and have a beneficial interest.  Pre-clearance for this transaction
is requested for the account of __________________________
                                     (name)

This transaction will be effected through

_____________________________________________
(name of broker, dealer or bank)

I hereby represent that this transaction does not involve the acquisition of
securities in an initial public offering or in a private placement.  I hereby
further represent I have no material nonpublic information with respect to the
issuer of such security.

I understand this pre-clearance is valid only for transactions on the date shown
below.




                                   (signature)




                                   Date





The foregoing transaction is hereby approved.

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


By:


Date:

                                         A-1
<PAGE>

Exhibit B

                                  CONFIDENTIAL

                                    Report to
               Ellsworth Convertible Growth and Income Fund, Inc.
                             of Securities Holdings

NAME:                              For the Year Ended
Initial Report



Names of Security             Type of Security              Quantity/Principal
Amount Held










Name of any Broker, Dealer or Bank in Which any Securities are Held for Your
Direct or Indirect Benefit:








I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by   this report and that I have reported
all holdings that I am required to report.




                              Signature           Date

Please return to the Compliance Officer of the Company.

                                         B-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit C

                                  CONFIDENTIAL

                                    Report to
               Ellsworth Convertible Growth and Income Fund, Inc.
                           of Securities Transactions


NAME:                                   For the Quarter Ended

<S>            <C>          <C>           <C>        <C>          <C>     <C>              <C>

                                          Interest                                           Date of
                                          Rate and                                         Transaction
                            Quantity or   Maturity    Nature of   Unit    Broker, Dealer
                             Principal      Date     Transaction  Price      or Bank
  Name of       Type of       Amount                                        Effecting
  Security     Security                                                    Transaction








</TABLE>
                                         C-1
<PAGE>

I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by this report.

Check if the following is applicable:

____  This report shall not be construed as an admission that I have any direct
or any indirect beneficial ownership in the security.

I have reported all transactions which I am required to report.   I have omitted
any transactions in thrift plans, federal  government securities, money market
instruments, open-end mutual funds (note:  transactions in shares issued by the
Company and in closed-end funds must be reported) or automatic reinvestment
plans, or purchases through the exercise of pro-rata rights.





                        Signature                  Date

Please return to the Compliance Officer of the Company.

Date Report Submitted _______________________

                                         C-2
<PAGE>
                                    EXHIBIT D

                      Statement Regarding Code of Ethics of
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

          The undersigned hereby certifies that he or she has read and will

abide by the Code of Ethics effective as of April 14, 2003, or as subsequently

amended, and that he or she knows such failure may constitute a violation of

federal securities laws and regulations which may subject him or her to civil

liabilities and criminal penalties.  The undersigned acknowledges that (i) he or

she has read and understood the Code and will abide by it, (ii) he or she has

complied with the requirements of this Code as of the date set forth below, and

(iii) that he or she has disclosed and reported all personal securities

transactions required to be disclosed or reported under the Code.  The

undersigned further acknowledges that failure to observe the provisions of said

Code shall be a basis for dismissal for cause.









                                   Name





                                   Date
                                         D-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.R2
<SEQUENCE>17
<FILENAME>ecf-2003_exhibitr2.txt
<TEXT>
                                                                  Exhibit (r)(2)
               DAVIS-DINSMORE MANAGEMENT COMPANY

              AMENDED AND RESTATED CODE OF ETHICS


I.   Preamble.

          The officers, directors, certain employees and other affiliated

persons (as that term is defined in the Investment Company Act of 1940) of

Davis-Dinsmore Management Company (the "Adviser") will in varying degrees

participate in or be aware of decisions made to implement the investment

policies of Bancroft Convertible Fund, Inc. and Ellsworth Convertible Growth and

Income Fund, Inc.  (individually, a "Fund," and collectively, the "Funds").

Accordingly, the officers, directors, certain employees and other affiliated

persons of the Adviser act as fiduciaries to the Funds who must at all times

place the interests of shareholders of the Funds first.  All conduct of such

individuals should comport with the highest standards of ethics to avoid any

actual or potential conflicts of interest.  Specifically, the officers,

directors, certain employees and other affiliated persons of the Adviser must

not take inappropriate advantage of their respective positions with or on behalf

of the Adviser or the Funds, especially with regard to personal investing.  This

Code of Ethics has therefore been adopted by the Board of Directors of the

Adviser with the intent of preventing any intentional or unintentional

transgression by establishing high standards for conduct, without unduly

interfering with the privacy and freedom of the individuals concerned.



II.  Scope.

          It is intended that all investments or investment practices involving

a possible conflict of interest will be avoided so as to prevent any impairment

of a person's ability to be disinterested in making investment decisions and any

use for the benefit of a Personal Account of information relating to

transactions being or to be recommended to the Funds.  It is also intended that

this Code of Ethics provide appropriate protection of Nonpublic Material

Information received by officers, directors, employees and other affiliated

persons of the Adviser.

<PAGE>

III. Applicability.

          Except as otherwise provided in Section VI hereof, the provisions of

this Code shall apply to all directors, officers, employees and other affiliated

persons of the Adviser.



IV.  Definitions.

          A.   "Access Person" shall mean any director, officer  or Advisory

Person of the Adviser.

          B.   "Act" shall mean the Investment Company Act of 1940.

          C.   "Advisory Person" of the Adviser shall mean:

            (i)     Any employee of the Adviser (or of any company in a Control

     relationship to the Adviser) who, in connection with his or her regular

     functions or duties, makes, participates in, or obtains information

     regarding the purchase or sale of a Security by the Funds, or whose

     functions relate to the making of any recommendations with respect to such

     purchases or sales; and

           (ii)     Any natural person in a Control relationship to the Adviser

     who obtains information concerning recommendations made to the Funds with

     regard to the purchase or sale of a Security.

          D.   "Beneficial Ownership" of securities by any person subject to

this Code shall mean ownership of record and beneficially and also direct or

indirect beneficial interest in securities, including all securities in the name

of or for the direct or indirect benefit of such person's spouse, minor

children, or any individual living with him or her or to whose support such

person substantially contributes.

          E.   "Compliance Officer" means the person designated by the Board of

Directors of the Adviser to administer this Code of Ethics.

          F.   "Control" shall have the meaning set forth in Section 2(a)(9) of

the Act.

          G.   "Covered Persons" shall include officers, directors, employees

and other affiliated persons of the Adviser.

<PAGE>
          G.   "Interested Person" shall have the meaning set forth in

Section (2)(a)(19) of the Act.

          H.   "Investment Company" means a company registered as such under the

Investment Company Act of 1940 and for which the Adviser acts as the investment

adviser.

          I.   "Investment Person" shall mean any Access Person who occupies the

position of Portfolio Manager for a Fund, any Access Person who provides or

supplies information and/or advice to any Portfolio Manager or who executes or

helps execute any Portfolio Manager's decisions, and any Access Person who, in

connection with his or her regular functions, obtains contemporaneous

information regarding the purchase or sale of a Security by a Fund.

          J.   "Material Information" is generally defined as information that a

reasonable investor would be likely to consider important in making his or her

investment decisions, or information that is reasonably certain to have a

substantial effect on the price of the Securities of a company or other issuer.

Information that should be considered material includes, but is not limited to:

dividend changes; earnings estimates; changes in previously released earnings

estimates; the threat, commencement or resolution of litigation; significant

merger or acquisition proposals or agreements; undisclosed or threatened

regulatory actions; significant product or resource discoveries; proposed new

business activities and extraordinary management developments.

          K.   "Nonpublic Information" is broadly defined as information that is

not generally available to ordinary investors  in the marketplace, or

disseminated in a manner making it available to investors in the public, e.g.,

through newspapers or the financial press.

          L.   "Nonpublic Material Information" shall mean Material Information

that is Nonpublic Information.

          M.   "Personal Account" of any person subject to this Code shall mean:

(i) accounts as to which such person has Beneficial Ownership; (ii) accounts of

any other individual or entity whose accounts are managed or controlled by or

through such person; and (iii) accounts of any other individual or entity to

whom such person gives advice with regard to the acquisition or disposition of

securities, other than the Funds; provided, however, that the term "Personal

<PAGE>

Account" shall not be construed in a manner which would impose a limitation or

restriction upon the normal conduct of business by directors, officers,

employees and affiliates of the Funds.

          N.   "Portfolio Manager" shall mean any employee of the Adviser

entrusted with the direct responsibility and authority to make investment

decisions affecting a Fund.

          O.   "Purchase or sale of a Security" shall include, among other

things, the writing of an option to purchase or sell a Security.

          P.   "SEC" shall mean the Securities and Exchange Commission.

          Q.   "Security" shall have the meaning set forth in section 2(a)(36)

of the Act, except that it shall not include securities issued by the Government

of the United States, bankers' acceptances, bank certificates of deposit,

commercial paper, shares of registered open-end Investment Companies, short term

debt securities which are "government" securities within the meaning of Section

2(a)(16) of the Act and such other money market instruments as are designated by

the Adviser's Board of Directors from time to time as excluded from the

definition of "Security" under this Code.

          R.   "Security Held or to be Acquired" by a Fund shall mean any

Security which, within the most recent 15 days, (i) is or has been held by a

Fund, or (ii) is being or has been considered by a Fund or the Adviser for

purchase by a Fund and any option to purchase or sell, and any security

convertible into or exchangeable for such Security.



V.   Standards of Conduct.

          A.   Conflict of Interest - General Rule.  In any matter involving

both the Personal Account of a person to whom this Code is applicable and

securities held or to be acquired by a Fund, the person subject to this Code

shall resolve any known or reasonably anticipated conflict of interest in favor

of such Fund.

<PAGE>

          B.   Fraudulent Purchase or Sale.  No Access Person shall, in

connection with the purchase or sale, directly or indirectly, by such person of

a Security Held or to be Acquired by a Fund: (i) employ any device, scheme or

artifice to defraud such Fund; (ii) make to a Fund any untrue statement of a

material fact or omit to state a material fact necessary in order to make the

statements made, in light of the circumstances under which they are made, not

misleading; (iii) engage in any act, practice or course of business which would

operate as a fraud or deceit upon a Fund; or (iv) engage in any manipulative

practice with respect to a Fund.

          C.   Prohibited Transactions.

               1.   Purchase/Sale of Securities.  Except as otherwise provided

in Section VI hereof, no Access Person may purchase or sell any Security of an

issuer for his or her Personal Account without the prior written approval of the

Compliance Officer, upon request of the potential purchaser or seller, on a

preclearance form (attached hereto as Exhibit A).  In determining whether to

give such prior written approval, the Compliance Officer shall take into account

whether the proposed transaction is likely to (i) impair the potential

purchaser's ability to be disinterested in making investment decisions, (ii)

affect the market price for the Security in question or (iii) benefit from

market reaction to the portfolio transactions of a Fund.  The Board of Directors

of the Adviser shall implement appropriate procedures to monitor personal

investment activity by Access Persons after preclearance has been granted.  The

procedure to be followed by each Access Person to obtain the prior written

approval required by this paragraph is set forth in Schedule I to this Code.

               2.   Blackout Periods and Short-Term Trading.   Except as

otherwise provided in Section VI hereof, no Access Person may execute a

securities transaction in a Security for his or her Personal Account on a day

during which a Fund has a pending buy or sell order in that same Security, until

that order is executed or withdrawn.  No Portfolio Manager may buy or sell a

Security for his or her Personal Account within seven calendar days before or

after a Fund trades in that Security.  No Investment Person may profit for his

or her Personal Account from the purchase and sale, or sale and repurchase,

within 60 calendar days of the same Security (or equivalent Security), if at the

<PAGE>

time of such purchase or sale, or sale or repurchase, the Security is held by a

Fund.  Any profits realized by any person on trades proscribed by this paragraph

shall be returned to the applicable Fund.

               3.   Initial Public Offerings and New Issues.  No Investment

Person may acquire any Securities in an initial public offering for his or her

Personal Account, absent prior authorization by the Board of Directors of the

Adviser, or such officers as the Board of Directors may designate, based upon a

determination by the Board of Directors, or such designated officers, of whether

the investment opportunity should be reserved for a Fund and its shareholders,

and whether the opportunity is being offered to such individual by virtue of his

or her position with the Adviser or relationship to a Fund.  Purchases of new

issues in an initial public offering shall be made with the spirit and intent of

purchases made under an investment letter and shall be avoided if the individual

involved feels that in any way he or she is receiving preferential treatment

because of his or her association with the Adviser or a Fund.

               4.   Private Placements.  No Investment Person may acquire

Securities in a private placement for his or her Personal Account, absent prior

authorization by the Board of Directors of the Adviser, or such officers as the

Board of Directors may designate, based upon a determination by the Board of

Directors, or such designated officers, of whether the investment opportunity

should be reserved for a Fund and its shareholders, and whether the opportunity

is being offered to such individual by virtue of his or her position with the

Adviser or relationship to a Fund.  Any Investment Person who has acquired

Securities in a private placement must notify the Compliance Officer when he or

she is involved in a subsequent consideration of an investment in the issuer of

such Security on behalf of a Fund.  Such Investment Person shall not purchase or

sell Securities of such an issuer on behalf of a Fund without independent review

of such purchase or sale by an Investment Person with no personal interest in

the issuer.

               5.   Disclosure of Nonpublic Material Information.  Covered

Persons of the Adviser shall not disclose or tip, trade on or appear to use any

<PAGE>

Nonpublic Material Information obtained in the course of or as a result of his

or her relationship with the Adviser relating to (i) any Security (or Security

which is convertible into such Security) Held or to be Acquired by a Fund or

(ii) a Fund itself.

               6.   Reports.  Written reports or other confidential information

relating to a particular Security or to an industry prepared by the Adviser's or

a Fund's staff shall not be removed from the office without written permission

of an officer.  The contents of such reports shall not be communicated to any

person who is not subject to this Code of Ethics.  Such reports and information

shall be maintained in a locked, secure area and the responsibility for

nondisclosure shall fall with the Compliance Officer.

               7.   Other Securities Firm Interests.  No director, officer or

employee of the Adviser shall have a direct or indirect interest in any firm or

corporation engaged in the securities business.

               8.   Gifts and Other Benefits.  No Investment Person shall accept

a gift of more than de minimis value from any person or entity that does

business with or on behalf of the Adviser or a Fund.  In any event, the value of

such gifts may not exceed $100 per giver per year.

               9.   Service as a Director or Trustee.  No Investment Person may

accept a position as a director or trustee of a publicly traded company, absent

prior authorization by the Board of Directors of the Adviser based upon a

determination by the Board of Directors that such service as a director or

trustee would be consistent with the interests of a Fund and its shareholders.

The Board of Directors of the Adviser shall implement safeguards to address any

potential conflicts of interests that may arise in the event it approves of any

Investment Person serving as a director or trustee of a publicly traded company;

any Investment Person serving as a director or trustee of a publicly traded

company normally shall be isolated from those making investment decisions

relating to such company through "Chinese Wall" or other procedures.



 VI. Exempted Transactions.

<PAGE>

          A.   Non-Volitional Transactions.  The prohibitions of Sections

V(C)(1) and (2) shall not apply to purchases or sales which are non-volitional

on the part of either the Access Person or Investment Person, as applicable, or

a Fund.

          B.   Reinvestment Plans.  The prohibitions of Sections V(C)(1) and (2)

shall not apply to purchases which are part of an automatic dividend

reinvestment plan.

          C.   Rights.  The prohibitions of Sections V(C)(1) and (2) shall not

apply to purchases effected upon the exercise of rights issued by an issuer pro

rata to all holders of a class of its securities, to the extent such rights were

acquired from such issuer, and sales of such rights so acquired.

          D.   No Control.  The prohibitions of Sections V(C)(1) and (2) shall

not apply to purchases or sales effected in any account over which the Access

Person has no direct or indirect influence or control.

          E.   Not Eligible for Fund Purchase.  The prohibitions of Sections

V(C)(1) and (2) shall not apply to purchases or sales which are not eligible for

purchase or sale by a Fund.

          F.   Certain Directors.  The prohibitions of Sections V(C)(1) and (2)

shall not apply to a director of the Adviser who is subject to this Code solely

by reason of being a director of the Adviser unless the director knew, or in the

course of fulfilling his or her official duties as a director, should have known

that during the 15-day period immediately preceding or after the date of the

transaction in a Security by the director, a Fund purchased or sold such

Security or that a Fund considered purchasing or selling such Security.

          G.   Other Exceptions.  The prohibitions of Sections V(C)(2) shall not

apply if the Compliance Officer grants an exception therefrom, in whole or in

part, upon such conditions as the Compliance Officer may impose; provided,

however, that the Compliance Officer may grant an exception only if he or she

determines that no harm will result to a Fund and that to require the return of

profits, if any, derived from the prohibited conduct to the applicable Fund

would be inequitable or result in undue hardship to the individual requesting

the exception.

<PAGE>

VII. Reporting Requirements.

          A.   Initial and Annual Holdings Reports.  Within 10 days of becoming

an Access person, each Access Person shall disclose to the Adviser in the form

attached hereto as Exhibit B the title, number of shares and principal amount of

each Security in which the Access Person had any direct or indirect beneficial

ownership at the time he or she became an Access Person, and the name of any

broker, dealer or bank with whom the Access Person maintained an account in

which any Securities were held for the direct or indirect benefit of the Access

Person at the time he or she became an Access Person.  As of December 31 of each

year thereafter, each Access Person must update the information contained in the

initial holdings report, which disclosure shall be made no later than 30 days

after each December 31.

          B.   Quarterly Transaction Reports.  Except as otherwise provided

herein, each Access Person of the Adviser shall make a report containing the

information described in Section VII(C) hereof to the Adviser with respect to

transactions in any Security in which such Access Person has, or by reason of

such transaction acquires, any Beneficial Ownership.  The Adviser shall identify

all Access Persons who are under a duty to make such reports to it and shall

inform such persons of their duty.

          C.   Required Information.  Each report required to be made hereunder,

in the form attached hereto as Exhibit C, shall be delivered to the Adviser to

the attention of its Compliance Officer not later than 10 days after the end of

the calendar quarter in which the transaction to which the report relates was

effected, and shall contain the following information:

               (i)  the date of the transaction, the title, the interest and

maturity date (if applicable), the number of shares, and the principal amount of

each Security involved;

               (ii)  the nature of the transaction (i.e. purchase, sale or any

other type of acquisition or disposition);

               (iii)     the price at which the transaction was effected;
<PAGE>
               (iv) the name of the broker, dealer or bank with or through whom

the transaction was effected; and

               (v)  the date that the report is submitted by the Access Person.

               Such reports will be reviewed regularly by the Compliance

Officer.  Any such report may contain a statement that the report shall not be

construed as an admission by the person making such report that he has any

direct or indirect Beneficial Ownership in the Security.  If required by law,

the reports will also be available for inspection by the SEC staff, but will

otherwise be afforded confidential treatment.

          D.   Exceptions.  Notwithstanding paragraph VII (A) and (B) hereof, no

person shall be required to submit a report:  (1) with respect to transactions

effected for any account over which such person does not have any direct or

indirect influence or control; (2) if such person is not an Interested Person of

the Adviser and would be required to make such a report solely by reason of

being a director of the Adviser, except where such director knew or, in the

ordinary course of fulfilling his or her official duties as a director of the

Adviser, should have known that during the 15-day period immediately preceding

or after the date of the transaction in a Security by the director a Fund

purchased or sold such Security (or a Security which is convertible into such

Security), or a Fund considered purchasing or selling such Security; or (3) if

the report would duplicate information contained in broker trade confirmations

or account statements received by the Adviser with respect to the Access Person

in the time period required by Section VII(C) hereof.



VIII.     Sanctions.

          All material violations of this Code and any sanctions imposed with

respect thereto shall be reported immediately to the Board of Directors of the

Adviser.  Violation of this Code or any section hereof is grounds for censure,

suspension, dismissal of the violator or other such sanctions that the Adviser

deems appropriate.  After each violation, the Compliance Officer will devise a

procedure to prevent a similar violation.  The procedure will be discussed with

and approved by the Board of Directors.

<PAGE>

IX.  Interpretations and Exceptions.

          Any questions regarding the applicability, meaning or administration

of the Code shall be referred by the person concerned in advance of any

contemplated transaction to the Compliance Officer.  Exemptions will be granted

(in addition to those pursuant to Section VI hereof) by said Officer if, in

his/her judgment, the fundamental obligation of the person involved is not

compromised.



X.   Acceptance.

          Each person to whom this Code is applicable shall receive a copy of

the same.  Any amendments to this Code shall be furnished similarly to each

person to whom this Code is applicable.  Each Access Person shall certify by

January 31 of each year that (i) he or she has read and understood this Code and

will abide by it, (ii) he or she has complied with the requirements of this Code

as of the date of signing, and (iii) that he or she has disclosed and reported

all personal securities transactions required to be disclosed or reported under

this Code.  A form of this statement is attached hereto as Exhibit C.



     XI.  Recordkeeping.

          The Adviser shall maintain the following in an easily accessible

place:

          -    a copy of this Code and any other Code which is, or at any time

               within the past five years has been in effect;

          -    records of any violations of this Code and actions taken as a

               result of such violations for at least five years after the end

               of the fiscal year in which the violation occurs;

          -    copies of each report made under this Code (i.e., reports

               required by Section VII of this Code) for at least five years

               after the end of the fiscal year in which the report is made;
<PAGE>

          -    a list of all persons who are, or have been, required to make

               reports pursuant to this Code;

          -    a copy of each report described in Section XII C of this Code for

               at least five years after the end of the fiscal year in which the

               report is made;

          -    a record of any decision, and the reasons supporting the

               decision, to approve the acquisition by Investment Persons of

               Securities in an initial public offering or a private placement

               for at least five years after the end of the fiscal year in which

               the approval is granted.



     XII. Miscellaneous.

          A.   Confidentiality.  All reports of securities transactions and any

other information filed with the Adviser pursuant to this Code shall be treated

as confidential.

          B.   Code Approval.  The Boards of Directors of the Funds, including a

majority of the disinterested Directors, must approve this Code, and any

material changes to this Code.  Before approving this Code or any amendment to

this Code, the Boards of Directors of the Funds must receive a certification

from the Adviser that it has adopted procedures reasonably necessary to present

Access Persons from violating this Code.  The Boards of Directors of the Funds

must approve a material change to this Code no later than six months after

adoption of the material change.

          C.   Periodic Review and Reporting.  At least annually, the President

of the Adviser shall furnish a written report to the Board of Directors of the

Adviser who shall provide such report to the Boards of Directors of the Funds,

that:

               (i)  provides a summary of the Adviser's existing procedures

concerning personal investing by officers, directors  and employees of the

Adviser and any changes in such procedures made during the preceding year,

<PAGE>
               (ii)      describes any issues arising under this Code or the

Adviser's  Procedures since the last report, including but not limited to,

information about material violations of the Code or Procedures and sanctions

imposed in response to the material violations;

               (iii)     describes any recommended changes to this Code; and

               (iv) certifies that the Adviser has adopted procedures reasonably

necessary to prevent Access Persons from violating this Code.



XIII.     Effective Date.

          The provisions of this Code shall be effective on and after January 1,

2000, and amendments shall become effective when promulgated.

<PAGE>

                           SCHEDULE I

        PROCEDURES FOR IMPLEMENTATION OF CODE OF ETHICS


          The following procedures have been adopted by the Board of Directors
of Davis-Dinsmore Management Company (the "Company") to ensure compliance with
its Code of Ethics

I.   Designation of Compliance Officer

          The President of the Company is hereby designated as the Compliance
          Officer for the Code of Ethics.

          The Compliance Officer shall oversee compliance by officers,
          directors, and employees of the Company with the Code of Ethics.

          The Compliance Officer may designate an employee of the Company to
          assist in administrative matters relating to the Code of Ethics.


II.  Preclearance

          The Compliance Officer shall be responsible for preclearing the
          purchase or sale of a Security by any Access Person.


III. Education

          The Compliance Officer shall be responsible for educating all
          officers, directors and employees of the Company regarding the
          Company's Code of Ethics.

          The Compliance Officer shall distribute to all directors, officers and
          employees, upon their commencement of service with the Company, and
          thereafter on an annual basis, a copy of the Company's Code of Ethics.

          The Compliance Officer shall explain to each officer, director and
          employee of the Company all applicable provisions of the Code of
          Ethics (i) upon commencement of such individual's service with the
          Company, and (ii) thereafter, on an annual basis.  This annual
          requirement may be satisfied by an informational meeting that is
          attended by all officers, directors and employees.

          The Compliance Officer shall obtain from all officers, directors and
          employees a signed statement that they have reviewed and understand
          the Code of Ethics, in substantially the form of Exhibit D to the Code
          of Ethics, (i) upon commencement of such individual's service with the
          Company, (ii) upon any amendment to the Code of Ethics and (iii) in
          any event, on an annual basis.  The Compliance Officer shall maintain
          a file that contains such statements.


IV.  Confidential Information

<PAGE>
          The Compliance Officer shall maintain all preclearance forms, written
          reports and other confidential information submitted pursuant to the
          Code of Ethics in a locked, secure area, and shall require that all
          persons who have access to such information sign a statement agreeing
          that they shall maintain such information in confidence.


V.   Reports under the Code of Ethics

          The Compliance Officer shall promptly review all preclearance forms,
          initial, quarterly and annual reports, confirmations, periodic reports
          and any other materials submitted pursuant to the Code of Ethics
          (collectively, the "Required Reports").

          The Compliance Officer shall make a record of all Required Reports
          that have not been submitted or have not been submitted on a timely
          basis and shall submit such record to the Company's Board of
          Directors, together with the report required by Section VII of these
          Procedures.


VI.  Monitoring Conflicts of Interest

          The Compliance Officer shall document conflicts and shall submit
          information relating to such conflict to the Company's Board of
          Directors.  Securities involved will be placed on a watchlist and the
          Compliance Officer will apprise Access Persons of the potential
          conflict and will advise them against further trading in that
          Security.


VII. Annual Review of Code of Ethics

          The Compliance Officer shall review the Code of Ethics and all
          statements signed by Access Persons regarding the Code of Ethics on an
          annual basis and shall certify to the Company's Board of Directors
          that he or she has conducted such a review and, if applicable, that no
          violations of the Code of Ethics occurred during the preceding year
          and that the Company has adopted procedures reasonably necessary to
          prevent Access Persons from violating the Code of Ethics.


VIII.     Violations of the Code of Ethics

          The Compliance Officer shall submit a written report to the Company's
          Board of Directors upon the occurrence of a violation of the Code of
          Ethics.  The report shall contain recommendations for possible
          disciplinary action, the details of any investigation and the
          resolution of the violation.  The report shall detail what steps were
          taken to prevent a recurrence, an evaluation of the current procedures
          and any recommendation for improvement.


IX.  Amendments to these Procedures

<PAGE>

          These Procedures may be amended from time to time by the Board of
          Directors of the Company.





Adopted:  January 1, 2000

<PAGE>
                           EXHIBIT A


 PERSONAL SECURITY TRANSACTION PRE-CLEARANCE AND APPROVAL FORM

                                        Date: ___________________


Pre-clearance is requested for a transaction involving


               (name of issuer and type of security)

for my personal account, or an account in which I have a direct or indirect
beneficial interest, or an account with respect to which I exercise investment
discretion and have a beneficial interest.  Pre-clearance for this transaction
is requested for the account of _______________________________
                                             (name)

This transaction will be effected through
__________________________________________________
                              (name of broker, dealer or bank)

I hereby represent that this transaction does not involve the acquisition of
securities in an initial public offering or in a private placement.  I hereby
further represent I have no material nonpublic information with respect to the
issuer of such security.

I understand this pre-clearance is valid only for transactions on the date shown
below.


                                            (signature)


                                               Date


The foregoing transaction is hereby approved.

DAVIS-DINSMORE MANAGEMENT COMPANY


By:


Date:

<PAGE>
                           EXHIBIT B

                          CONFIDENTIAL

                           Report to
               Davis-Dinsmore Management Company
                     of Securities Holdings

NAME: _____________________      For the Year Ended ___________         Initial
Report __________


Name of Security             Type of Security         Quantity/Principal Amount
Held











Name of any Broker, Dealer or Bank in Which any Securities are Held for Your
Direct or Indirect Benefit:








I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by this report and that I have reported
all holding that I am required to report.

________________________   __________
Signature           Date

Please return to the Compliance Officer.

<PAGE>
<TABLE>
<CAPTION>
Exhibit C
                                             CONFIDENTIAL

                                              Report to
                                  Davis-Dinsmore Management Company
                                      of Securities Transactions

NAME: _____________________________                         For the Quarter Ended   _______________

<S>              <C>          <C>            <C>         <C>       <C>    <C>              <C>
Name of          Type of      Quantity or    Interest    Nature    Unit   Broker, Dealer    Date of
Security         Security      Principal       Rate      of        Price  or Bank          Transac-
                                 Amount         and      Transact         Effecting           tion
                                             Maturity    ion              Transaction
                                               Date











</TABLE>

I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by   this report.

Check if the following is applicable:

<PAGE>

__   This report shall not be construed as an admission that I have any direct
     or any indirect beneficial ownership in the security.



I have reported all transactions which I am required to report.   I have omitted
any transactions in thrift plans, federal  government securities, money market
instruments, open-end mutual funds (note:  transactions in shares issued by the
Company and in closed-end funds must be reported) or automatic reinvestment
plans, or purchases through the exercise of pro-rata rights.


________________________   __________
      Signature               Date

Please return to the Compliance Officer of the Company.

Date Report Submitted _______________________

<PAGE>
                           EXHIBIT D

                 Statement Re Code of Ethics of
               DAVIS-DINSMORE MANAGEMENT COMPANY

The undersigned hereby certifies that he or she has read and will abide by the
Code of Ethics effective as of January 1, 1995, or as subsequently amended, and
that he or she knows such failure may constitute a violation of federal
securities laws and regulations which may subject him or her to civil
liabilities and criminal penalties.  The undersigned acknowledges that (i) he or
she has read and understood the Code and will abide by it, (ii) he or she has
complied with the requirements of this Code as of the date set forth below, and
(iii) that he or she has disclosed and reported all personal securities
transactions required to be disclosed or reported under the Code.  The
undersigned further acknowledges that failure to observe the provisions of said
Code shall be a basis for dismissal for cause.


____________________________
Name


____________________________
Date

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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