<DOCUMENT>
<TYPE>EX-99.R2
<SEQUENCE>17
<FILENAME>ecf-2003_exhibitr2.txt
<TEXT>
                                                                  Exhibit (r)(2)
               DAVIS-DINSMORE MANAGEMENT COMPANY

              AMENDED AND RESTATED CODE OF ETHICS


I.   Preamble.

          The officers, directors, certain employees and other affiliated

persons (as that term is defined in the Investment Company Act of 1940) of

Davis-Dinsmore Management Company (the "Adviser") will in varying degrees

participate in or be aware of decisions made to implement the investment

policies of Bancroft Convertible Fund, Inc. and Ellsworth Convertible Growth and

Income Fund, Inc.  (individually, a "Fund," and collectively, the "Funds").

Accordingly, the officers, directors, certain employees and other affiliated

persons of the Adviser act as fiduciaries to the Funds who must at all times

place the interests of shareholders of the Funds first.  All conduct of such

individuals should comport with the highest standards of ethics to avoid any

actual or potential conflicts of interest.  Specifically, the officers,

directors, certain employees and other affiliated persons of the Adviser must

not take inappropriate advantage of their respective positions with or on behalf

of the Adviser or the Funds, especially with regard to personal investing.  This

Code of Ethics has therefore been adopted by the Board of Directors of the

Adviser with the intent of preventing any intentional or unintentional

transgression by establishing high standards for conduct, without unduly

interfering with the privacy and freedom of the individuals concerned.



II.  Scope.

          It is intended that all investments or investment practices involving

a possible conflict of interest will be avoided so as to prevent any impairment

of a person's ability to be disinterested in making investment decisions and any

use for the benefit of a Personal Account of information relating to

transactions being or to be recommended to the Funds.  It is also intended that

this Code of Ethics provide appropriate protection of Nonpublic Material

Information received by officers, directors, employees and other affiliated

persons of the Adviser.

<PAGE>

III. Applicability.

          Except as otherwise provided in Section VI hereof, the provisions of

this Code shall apply to all directors, officers, employees and other affiliated

persons of the Adviser.



IV.  Definitions.

          A.   "Access Person" shall mean any director, officer  or Advisory

Person of the Adviser.

          B.   "Act" shall mean the Investment Company Act of 1940.

          C.   "Advisory Person" of the Adviser shall mean:

            (i)     Any employee of the Adviser (or of any company in a Control

     relationship to the Adviser) who, in connection with his or her regular

     functions or duties, makes, participates in, or obtains information

     regarding the purchase or sale of a Security by the Funds, or whose

     functions relate to the making of any recommendations with respect to such

     purchases or sales; and

           (ii)     Any natural person in a Control relationship to the Adviser

     who obtains information concerning recommendations made to the Funds with

     regard to the purchase or sale of a Security.

          D.   "Beneficial Ownership" of securities by any person subject to

this Code shall mean ownership of record and beneficially and also direct or

indirect beneficial interest in securities, including all securities in the name

of or for the direct or indirect benefit of such person's spouse, minor

children, or any individual living with him or her or to whose support such

person substantially contributes.

          E.   "Compliance Officer" means the person designated by the Board of

Directors of the Adviser to administer this Code of Ethics.

          F.   "Control" shall have the meaning set forth in Section 2(a)(9) of

the Act.

          G.   "Covered Persons" shall include officers, directors, employees

and other affiliated persons of the Adviser.

<PAGE>
          G.   "Interested Person" shall have the meaning set forth in

Section (2)(a)(19) of the Act.

          H.   "Investment Company" means a company registered as such under the

Investment Company Act of 1940 and for which the Adviser acts as the investment

adviser.

          I.   "Investment Person" shall mean any Access Person who occupies the

position of Portfolio Manager for a Fund, any Access Person who provides or

supplies information and/or advice to any Portfolio Manager or who executes or

helps execute any Portfolio Manager's decisions, and any Access Person who, in

connection with his or her regular functions, obtains contemporaneous

information regarding the purchase or sale of a Security by a Fund.

          J.   "Material Information" is generally defined as information that a

reasonable investor would be likely to consider important in making his or her

investment decisions, or information that is reasonably certain to have a

substantial effect on the price of the Securities of a company or other issuer.

Information that should be considered material includes, but is not limited to:

dividend changes; earnings estimates; changes in previously released earnings

estimates; the threat, commencement or resolution of litigation; significant

merger or acquisition proposals or agreements; undisclosed or threatened

regulatory actions; significant product or resource discoveries; proposed new

business activities and extraordinary management developments.

          K.   "Nonpublic Information" is broadly defined as information that is

not generally available to ordinary investors  in the marketplace, or

disseminated in a manner making it available to investors in the public, e.g.,

through newspapers or the financial press.

          L.   "Nonpublic Material Information" shall mean Material Information

that is Nonpublic Information.

          M.   "Personal Account" of any person subject to this Code shall mean:

(i) accounts as to which such person has Beneficial Ownership; (ii) accounts of

any other individual or entity whose accounts are managed or controlled by or

through such person; and (iii) accounts of any other individual or entity to

whom such person gives advice with regard to the acquisition or disposition of

securities, other than the Funds; provided, however, that the term "Personal

<PAGE>

Account" shall not be construed in a manner which would impose a limitation or

restriction upon the normal conduct of business by directors, officers,

employees and affiliates of the Funds.

          N.   "Portfolio Manager" shall mean any employee of the Adviser

entrusted with the direct responsibility and authority to make investment

decisions affecting a Fund.

          O.   "Purchase or sale of a Security" shall include, among other

things, the writing of an option to purchase or sell a Security.

          P.   "SEC" shall mean the Securities and Exchange Commission.

          Q.   "Security" shall have the meaning set forth in section 2(a)(36)

of the Act, except that it shall not include securities issued by the Government

of the United States, bankers' acceptances, bank certificates of deposit,

commercial paper, shares of registered open-end Investment Companies, short term

debt securities which are "government" securities within the meaning of Section

2(a)(16) of the Act and such other money market instruments as are designated by

the Adviser's Board of Directors from time to time as excluded from the

definition of "Security" under this Code.

          R.   "Security Held or to be Acquired" by a Fund shall mean any

Security which, within the most recent 15 days, (i) is or has been held by a

Fund, or (ii) is being or has been considered by a Fund or the Adviser for

purchase by a Fund and any option to purchase or sell, and any security

convertible into or exchangeable for such Security.



V.   Standards of Conduct.

          A.   Conflict of Interest - General Rule.  In any matter involving

both the Personal Account of a person to whom this Code is applicable and

securities held or to be acquired by a Fund, the person subject to this Code

shall resolve any known or reasonably anticipated conflict of interest in favor

of such Fund.

<PAGE>

          B.   Fraudulent Purchase or Sale.  No Access Person shall, in

connection with the purchase or sale, directly or indirectly, by such person of

a Security Held or to be Acquired by a Fund: (i) employ any device, scheme or

artifice to defraud such Fund; (ii) make to a Fund any untrue statement of a

material fact or omit to state a material fact necessary in order to make the

statements made, in light of the circumstances under which they are made, not

misleading; (iii) engage in any act, practice or course of business which would

operate as a fraud or deceit upon a Fund; or (iv) engage in any manipulative

practice with respect to a Fund.

          C.   Prohibited Transactions.

               1.   Purchase/Sale of Securities.  Except as otherwise provided

in Section VI hereof, no Access Person may purchase or sell any Security of an

issuer for his or her Personal Account without the prior written approval of the

Compliance Officer, upon request of the potential purchaser or seller, on a

preclearance form (attached hereto as Exhibit A).  In determining whether to

give such prior written approval, the Compliance Officer shall take into account

whether the proposed transaction is likely to (i) impair the potential

purchaser's ability to be disinterested in making investment decisions, (ii)

affect the market price for the Security in question or (iii) benefit from

market reaction to the portfolio transactions of a Fund.  The Board of Directors

of the Adviser shall implement appropriate procedures to monitor personal

investment activity by Access Persons after preclearance has been granted.  The

procedure to be followed by each Access Person to obtain the prior written

approval required by this paragraph is set forth in Schedule I to this Code.

               2.   Blackout Periods and Short-Term Trading.   Except as

otherwise provided in Section VI hereof, no Access Person may execute a

securities transaction in a Security for his or her Personal Account on a day

during which a Fund has a pending buy or sell order in that same Security, until

that order is executed or withdrawn.  No Portfolio Manager may buy or sell a

Security for his or her Personal Account within seven calendar days before or

after a Fund trades in that Security.  No Investment Person may profit for his

or her Personal Account from the purchase and sale, or sale and repurchase,

within 60 calendar days of the same Security (or equivalent Security), if at the

<PAGE>

time of such purchase or sale, or sale or repurchase, the Security is held by a

Fund.  Any profits realized by any person on trades proscribed by this paragraph

shall be returned to the applicable Fund.

               3.   Initial Public Offerings and New Issues.  No Investment

Person may acquire any Securities in an initial public offering for his or her

Personal Account, absent prior authorization by the Board of Directors of the

Adviser, or such officers as the Board of Directors may designate, based upon a

determination by the Board of Directors, or such designated officers, of whether

the investment opportunity should be reserved for a Fund and its shareholders,

and whether the opportunity is being offered to such individual by virtue of his

or her position with the Adviser or relationship to a Fund.  Purchases of new

issues in an initial public offering shall be made with the spirit and intent of

purchases made under an investment letter and shall be avoided if the individual

involved feels that in any way he or she is receiving preferential treatment

because of his or her association with the Adviser or a Fund.

               4.   Private Placements.  No Investment Person may acquire

Securities in a private placement for his or her Personal Account, absent prior

authorization by the Board of Directors of the Adviser, or such officers as the

Board of Directors may designate, based upon a determination by the Board of

Directors, or such designated officers, of whether the investment opportunity

should be reserved for a Fund and its shareholders, and whether the opportunity

is being offered to such individual by virtue of his or her position with the

Adviser or relationship to a Fund.  Any Investment Person who has acquired

Securities in a private placement must notify the Compliance Officer when he or

she is involved in a subsequent consideration of an investment in the issuer of

such Security on behalf of a Fund.  Such Investment Person shall not purchase or

sell Securities of such an issuer on behalf of a Fund without independent review

of such purchase or sale by an Investment Person with no personal interest in

the issuer.

               5.   Disclosure of Nonpublic Material Information.  Covered

Persons of the Adviser shall not disclose or tip, trade on or appear to use any

<PAGE>

Nonpublic Material Information obtained in the course of or as a result of his

or her relationship with the Adviser relating to (i) any Security (or Security

which is convertible into such Security) Held or to be Acquired by a Fund or

(ii) a Fund itself.

               6.   Reports.  Written reports or other confidential information

relating to a particular Security or to an industry prepared by the Adviser's or

a Fund's staff shall not be removed from the office without written permission

of an officer.  The contents of such reports shall not be communicated to any

person who is not subject to this Code of Ethics.  Such reports and information

shall be maintained in a locked, secure area and the responsibility for

nondisclosure shall fall with the Compliance Officer.

               7.   Other Securities Firm Interests.  No director, officer or

employee of the Adviser shall have a direct or indirect interest in any firm or

corporation engaged in the securities business.

               8.   Gifts and Other Benefits.  No Investment Person shall accept

a gift of more than de minimis value from any person or entity that does

business with or on behalf of the Adviser or a Fund.  In any event, the value of

such gifts may not exceed $100 per giver per year.

               9.   Service as a Director or Trustee.  No Investment Person may

accept a position as a director or trustee of a publicly traded company, absent

prior authorization by the Board of Directors of the Adviser based upon a

determination by the Board of Directors that such service as a director or

trustee would be consistent with the interests of a Fund and its shareholders.

The Board of Directors of the Adviser shall implement safeguards to address any

potential conflicts of interests that may arise in the event it approves of any

Investment Person serving as a director or trustee of a publicly traded company;

any Investment Person serving as a director or trustee of a publicly traded

company normally shall be isolated from those making investment decisions

relating to such company through "Chinese Wall" or other procedures.



 VI. Exempted Transactions.

<PAGE>

          A.   Non-Volitional Transactions.  The prohibitions of Sections

V(C)(1) and (2) shall not apply to purchases or sales which are non-volitional

on the part of either the Access Person or Investment Person, as applicable, or

a Fund.

          B.   Reinvestment Plans.  The prohibitions of Sections V(C)(1) and (2)

shall not apply to purchases which are part of an automatic dividend

reinvestment plan.

          C.   Rights.  The prohibitions of Sections V(C)(1) and (2) shall not

apply to purchases effected upon the exercise of rights issued by an issuer pro

rata to all holders of a class of its securities, to the extent such rights were

acquired from such issuer, and sales of such rights so acquired.

          D.   No Control.  The prohibitions of Sections V(C)(1) and (2) shall

not apply to purchases or sales effected in any account over which the Access

Person has no direct or indirect influence or control.

          E.   Not Eligible for Fund Purchase.  The prohibitions of Sections

V(C)(1) and (2) shall not apply to purchases or sales which are not eligible for

purchase or sale by a Fund.

          F.   Certain Directors.  The prohibitions of Sections V(C)(1) and (2)

shall not apply to a director of the Adviser who is subject to this Code solely

by reason of being a director of the Adviser unless the director knew, or in the

course of fulfilling his or her official duties as a director, should have known

that during the 15-day period immediately preceding or after the date of the

transaction in a Security by the director, a Fund purchased or sold such

Security or that a Fund considered purchasing or selling such Security.

          G.   Other Exceptions.  The prohibitions of Sections V(C)(2) shall not

apply if the Compliance Officer grants an exception therefrom, in whole or in

part, upon such conditions as the Compliance Officer may impose; provided,

however, that the Compliance Officer may grant an exception only if he or she

determines that no harm will result to a Fund and that to require the return of

profits, if any, derived from the prohibited conduct to the applicable Fund

would be inequitable or result in undue hardship to the individual requesting

the exception.

<PAGE>

VII. Reporting Requirements.

          A.   Initial and Annual Holdings Reports.  Within 10 days of becoming

an Access person, each Access Person shall disclose to the Adviser in the form

attached hereto as Exhibit B the title, number of shares and principal amount of

each Security in which the Access Person had any direct or indirect beneficial

ownership at the time he or she became an Access Person, and the name of any

broker, dealer or bank with whom the Access Person maintained an account in

which any Securities were held for the direct or indirect benefit of the Access

Person at the time he or she became an Access Person.  As of December 31 of each

year thereafter, each Access Person must update the information contained in the

initial holdings report, which disclosure shall be made no later than 30 days

after each December 31.

          B.   Quarterly Transaction Reports.  Except as otherwise provided

herein, each Access Person of the Adviser shall make a report containing the

information described in Section VII(C) hereof to the Adviser with respect to

transactions in any Security in which such Access Person has, or by reason of

such transaction acquires, any Beneficial Ownership.  The Adviser shall identify

all Access Persons who are under a duty to make such reports to it and shall

inform such persons of their duty.

          C.   Required Information.  Each report required to be made hereunder,

in the form attached hereto as Exhibit C, shall be delivered to the Adviser to

the attention of its Compliance Officer not later than 10 days after the end of

the calendar quarter in which the transaction to which the report relates was

effected, and shall contain the following information:

               (i)  the date of the transaction, the title, the interest and

maturity date (if applicable), the number of shares, and the principal amount of

each Security involved;

               (ii)  the nature of the transaction (i.e. purchase, sale or any

other type of acquisition or disposition);

               (iii)     the price at which the transaction was effected;
<PAGE>
               (iv) the name of the broker, dealer or bank with or through whom

the transaction was effected; and

               (v)  the date that the report is submitted by the Access Person.

               Such reports will be reviewed regularly by the Compliance

Officer.  Any such report may contain a statement that the report shall not be

construed as an admission by the person making such report that he has any

direct or indirect Beneficial Ownership in the Security.  If required by law,

the reports will also be available for inspection by the SEC staff, but will

otherwise be afforded confidential treatment.

          D.   Exceptions.  Notwithstanding paragraph VII (A) and (B) hereof, no

person shall be required to submit a report:  (1) with respect to transactions

effected for any account over which such person does not have any direct or

indirect influence or control; (2) if such person is not an Interested Person of

the Adviser and would be required to make such a report solely by reason of

being a director of the Adviser, except where such director knew or, in the

ordinary course of fulfilling his or her official duties as a director of the

Adviser, should have known that during the 15-day period immediately preceding

or after the date of the transaction in a Security by the director a Fund

purchased or sold such Security (or a Security which is convertible into such

Security), or a Fund considered purchasing or selling such Security; or (3) if

the report would duplicate information contained in broker trade confirmations

or account statements received by the Adviser with respect to the Access Person

in the time period required by Section VII(C) hereof.



VIII.     Sanctions.

          All material violations of this Code and any sanctions imposed with

respect thereto shall be reported immediately to the Board of Directors of the

Adviser.  Violation of this Code or any section hereof is grounds for censure,

suspension, dismissal of the violator or other such sanctions that the Adviser

deems appropriate.  After each violation, the Compliance Officer will devise a

procedure to prevent a similar violation.  The procedure will be discussed with

and approved by the Board of Directors.

<PAGE>

IX.  Interpretations and Exceptions.

          Any questions regarding the applicability, meaning or administration

of the Code shall be referred by the person concerned in advance of any

contemplated transaction to the Compliance Officer.  Exemptions will be granted

(in addition to those pursuant to Section VI hereof) by said Officer if, in

his/her judgment, the fundamental obligation of the person involved is not

compromised.



X.   Acceptance.

          Each person to whom this Code is applicable shall receive a copy of

the same.  Any amendments to this Code shall be furnished similarly to each

person to whom this Code is applicable.  Each Access Person shall certify by

January 31 of each year that (i) he or she has read and understood this Code and

will abide by it, (ii) he or she has complied with the requirements of this Code

as of the date of signing, and (iii) that he or she has disclosed and reported

all personal securities transactions required to be disclosed or reported under

this Code.  A form of this statement is attached hereto as Exhibit C.



     XI.  Recordkeeping.

          The Adviser shall maintain the following in an easily accessible

place:

          -    a copy of this Code and any other Code which is, or at any time

               within the past five years has been in effect;

          -    records of any violations of this Code and actions taken as a

               result of such violations for at least five years after the end

               of the fiscal year in which the violation occurs;

          -    copies of each report made under this Code (i.e., reports

               required by Section VII of this Code) for at least five years

               after the end of the fiscal year in which the report is made;
<PAGE>

          -    a list of all persons who are, or have been, required to make

               reports pursuant to this Code;

          -    a copy of each report described in Section XII C of this Code for

               at least five years after the end of the fiscal year in which the

               report is made;

          -    a record of any decision, and the reasons supporting the

               decision, to approve the acquisition by Investment Persons of

               Securities in an initial public offering or a private placement

               for at least five years after the end of the fiscal year in which

               the approval is granted.



     XII. Miscellaneous.

          A.   Confidentiality.  All reports of securities transactions and any

other information filed with the Adviser pursuant to this Code shall be treated

as confidential.

          B.   Code Approval.  The Boards of Directors of the Funds, including a

majority of the disinterested Directors, must approve this Code, and any

material changes to this Code.  Before approving this Code or any amendment to

this Code, the Boards of Directors of the Funds must receive a certification

from the Adviser that it has adopted procedures reasonably necessary to present

Access Persons from violating this Code.  The Boards of Directors of the Funds

must approve a material change to this Code no later than six months after

adoption of the material change.

          C.   Periodic Review and Reporting.  At least annually, the President

of the Adviser shall furnish a written report to the Board of Directors of the

Adviser who shall provide such report to the Boards of Directors of the Funds,

that:

               (i)  provides a summary of the Adviser's existing procedures

concerning personal investing by officers, directors  and employees of the

Adviser and any changes in such procedures made during the preceding year,

<PAGE>
               (ii)      describes any issues arising under this Code or the

Adviser's  Procedures since the last report, including but not limited to,

information about material violations of the Code or Procedures and sanctions

imposed in response to the material violations;

               (iii)     describes any recommended changes to this Code; and

               (iv) certifies that the Adviser has adopted procedures reasonably

necessary to prevent Access Persons from violating this Code.



XIII.     Effective Date.

          The provisions of this Code shall be effective on and after January 1,

2000, and amendments shall become effective when promulgated.

<PAGE>

                           SCHEDULE I

        PROCEDURES FOR IMPLEMENTATION OF CODE OF ETHICS


          The following procedures have been adopted by the Board of Directors
of Davis-Dinsmore Management Company (the "Company") to ensure compliance with
its Code of Ethics

I.   Designation of Compliance Officer

          The President of the Company is hereby designated as the Compliance
          Officer for the Code of Ethics.

          The Compliance Officer shall oversee compliance by officers,
          directors, and employees of the Company with the Code of Ethics.

          The Compliance Officer may designate an employee of the Company to
          assist in administrative matters relating to the Code of Ethics.


II.  Preclearance

          The Compliance Officer shall be responsible for preclearing the
          purchase or sale of a Security by any Access Person.


III. Education

          The Compliance Officer shall be responsible for educating all
          officers, directors and employees of the Company regarding the
          Company's Code of Ethics.

          The Compliance Officer shall distribute to all directors, officers and
          employees, upon their commencement of service with the Company, and
          thereafter on an annual basis, a copy of the Company's Code of Ethics.

          The Compliance Officer shall explain to each officer, director and
          employee of the Company all applicable provisions of the Code of
          Ethics (i) upon commencement of such individual's service with the
          Company, and (ii) thereafter, on an annual basis.  This annual
          requirement may be satisfied by an informational meeting that is
          attended by all officers, directors and employees.

          The Compliance Officer shall obtain from all officers, directors and
          employees a signed statement that they have reviewed and understand
          the Code of Ethics, in substantially the form of Exhibit D to the Code
          of Ethics, (i) upon commencement of such individual's service with the
          Company, (ii) upon any amendment to the Code of Ethics and (iii) in
          any event, on an annual basis.  The Compliance Officer shall maintain
          a file that contains such statements.


IV.  Confidential Information

<PAGE>
          The Compliance Officer shall maintain all preclearance forms, written
          reports and other confidential information submitted pursuant to the
          Code of Ethics in a locked, secure area, and shall require that all
          persons who have access to such information sign a statement agreeing
          that they shall maintain such information in confidence.


V.   Reports under the Code of Ethics

          The Compliance Officer shall promptly review all preclearance forms,
          initial, quarterly and annual reports, confirmations, periodic reports
          and any other materials submitted pursuant to the Code of Ethics
          (collectively, the "Required Reports").

          The Compliance Officer shall make a record of all Required Reports
          that have not been submitted or have not been submitted on a timely
          basis and shall submit such record to the Company's Board of
          Directors, together with the report required by Section VII of these
          Procedures.


VI.  Monitoring Conflicts of Interest

          The Compliance Officer shall document conflicts and shall submit
          information relating to such conflict to the Company's Board of
          Directors.  Securities involved will be placed on a watchlist and the
          Compliance Officer will apprise Access Persons of the potential
          conflict and will advise them against further trading in that
          Security.


VII. Annual Review of Code of Ethics

          The Compliance Officer shall review the Code of Ethics and all
          statements signed by Access Persons regarding the Code of Ethics on an
          annual basis and shall certify to the Company's Board of Directors
          that he or she has conducted such a review and, if applicable, that no
          violations of the Code of Ethics occurred during the preceding year
          and that the Company has adopted procedures reasonably necessary to
          prevent Access Persons from violating the Code of Ethics.


VIII.     Violations of the Code of Ethics

          The Compliance Officer shall submit a written report to the Company's
          Board of Directors upon the occurrence of a violation of the Code of
          Ethics.  The report shall contain recommendations for possible
          disciplinary action, the details of any investigation and the
          resolution of the violation.  The report shall detail what steps were
          taken to prevent a recurrence, an evaluation of the current procedures
          and any recommendation for improvement.


IX.  Amendments to these Procedures

<PAGE>

          These Procedures may be amended from time to time by the Board of
          Directors of the Company.





Adopted:  January 1, 2000

<PAGE>
                           EXHIBIT A


 PERSONAL SECURITY TRANSACTION PRE-CLEARANCE AND APPROVAL FORM

                                        Date: ___________________


Pre-clearance is requested for a transaction involving


               (name of issuer and type of security)

for my personal account, or an account in which I have a direct or indirect
beneficial interest, or an account with respect to which I exercise investment
discretion and have a beneficial interest.  Pre-clearance for this transaction
is requested for the account of _______________________________
                                             (name)

This transaction will be effected through
__________________________________________________
                              (name of broker, dealer or bank)

I hereby represent that this transaction does not involve the acquisition of
securities in an initial public offering or in a private placement.  I hereby
further represent I have no material nonpublic information with respect to the
issuer of such security.

I understand this pre-clearance is valid only for transactions on the date shown
below.


                                            (signature)


                                               Date


The foregoing transaction is hereby approved.

DAVIS-DINSMORE MANAGEMENT COMPANY


By:


Date:

<PAGE>
                           EXHIBIT B

                          CONFIDENTIAL

                           Report to
               Davis-Dinsmore Management Company
                     of Securities Holdings

NAME: _____________________      For the Year Ended ___________         Initial
Report __________


Name of Security             Type of Security         Quantity/Principal Amount
Held











Name of any Broker, Dealer or Bank in Which any Securities are Held for Your
Direct or Indirect Benefit:








I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by this report and that I have reported
all holding that I am required to report.

________________________   __________
Signature           Date

Please return to the Compliance Officer.

<PAGE>
<TABLE>
<CAPTION>
Exhibit C
                                             CONFIDENTIAL

                                              Report to
                                  Davis-Dinsmore Management Company
                                      of Securities Transactions

NAME: _____________________________                         For the Quarter Ended   _______________

<S>              <C>          <C>            <C>         <C>       <C>    <C>              <C>
Name of          Type of      Quantity or    Interest    Nature    Unit   Broker, Dealer    Date of
Security         Security      Principal       Rate      of        Price  or Bank          Transac-
                                 Amount         and      Transact         Effecting           tion
                                             Maturity    ion              Transaction
                                               Date











</TABLE>

I hereby represent that I had no material nonpublic information with respect to
the issuers of the securities covered by   this report.

Check if the following is applicable:

<PAGE>

__   This report shall not be construed as an admission that I have any direct
     or any indirect beneficial ownership in the security.



I have reported all transactions which I am required to report.   I have omitted
any transactions in thrift plans, federal  government securities, money market
instruments, open-end mutual funds (note:  transactions in shares issued by the
Company and in closed-end funds must be reported) or automatic reinvestment
plans, or purchases through the exercise of pro-rata rights.


________________________   __________
      Signature               Date

Please return to the Compliance Officer of the Company.

Date Report Submitted _______________________

<PAGE>
                           EXHIBIT D

                 Statement Re Code of Ethics of
               DAVIS-DINSMORE MANAGEMENT COMPANY

The undersigned hereby certifies that he or she has read and will abide by the
Code of Ethics effective as of January 1, 1995, or as subsequently amended, and
that he or she knows such failure may constitute a violation of federal
securities laws and regulations which may subject him or her to civil
liabilities and criminal penalties.  The undersigned acknowledges that (i) he or
she has read and understood the Code and will abide by it, (ii) he or she has
complied with the requirements of this Code as of the date set forth below, and
(iii) that he or she has disclosed and reported all personal securities
transactions required to be disclosed or reported under the Code.  The
undersigned further acknowledges that failure to observe the provisions of said
Code shall be a basis for dismissal for cause.


____________________________
Name


____________________________
Date

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