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

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


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

                   The Subscription Agent is:
             AMERICAN STOCK TRANSFER & TRUST COMPANY

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

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

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


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

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

                            GUARANTEE

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

                                   (continued on other side)

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

       ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

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


                   _______Rights = ______________Shares                    $_________________
                                   (Rights / by 6)

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


                                   ______________Shares                    $__________________

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

                   _______Rights   ______________Shares                    $__________________
                                                                            Total Payment
</TABLE>

Method of delivery (circle one)

A.   Through Depository Trust Company ("DTC")

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

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

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

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

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

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

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

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

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

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

                                  3

</TEXT>
</DOCUMENT>
