<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>
