<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



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