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

                                                                 Exhibit (d)(2)

RIGHTS CERTIFICATE NUMBER                                 CUSIP NUMBER

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


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


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

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

                          SUBSCRIPTION CERTIFICATE

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


REGISTERED OWNER:

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

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

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

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


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

                By:                    AUTHORIZED SIGNATURE

<PAGE>

             DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

           For delivery by mail, hand delivery or overnight courier:

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

                              New York, NY 10038

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

               PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


                Primary Subscription Entitlement

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


A.   YOU HAVE FOUR CHOICES:

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

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

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

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

B.   INSTRUCTIONS:

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

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

2.   Sign below under Section F.

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

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

C.   ENTER ONE CHOICE ONLY:

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

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


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

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

                   Total Shares:      ______            Total Due $__________


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

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

Control No. ___________                               Account No. ___________

D.   METHOD OF PAYMENT (CHECK ONE)

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

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

E.   FINAL PRICING (SUBSCRIPTION PRICE):

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

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

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

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

______________________________________________________________________________

______________________________________________________________________________
                      Signature(s) of Subscriber(s)

______________________________________________________________________________
                          Signature Guarantee
                     (If required, see Section G)

Telephone number (including area code): ______________________________________

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

Other Address:

______________________________________________________________________________

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

</TEXT>
</DOCUMENT>
