<DOCUMENT>
<TYPE>EX-99.J2
<SEQUENCE>12
<FILENAME>ecf-2003_exhibitj2.txt
<TEXT>
                                                                  Exhibit (j)(2)
                         AMENDMENT TO CUSTODY AGREEMENT

                                     between

               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                                       and

                              THE BANK OF NEW YORK

     This  Amendment Agreement made this 26th day of July, 1999, by and between
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC., a Maryland corporation  (the
"Fund"),  and THE BANK OF NEW YORK, a New York corporation authorized  to  do  a
banking business (the "Custodian").

     WHEREAS, the Fund and the Custodian entered into a Custody Agreement  dated
as of February, 1990 (the "Custody Agreement"); and

     WHEREAS, the Fund and the Custodian wish to amend the Custody Agreement  to
provide  for  the duties of the Custodian with respect to property of  the  Fund
held outside of the United States and to foreign currency transactions.

                              W I T N E S S E T H:

     In  consideration of the mutual covenants herein contained, and other  good
and  valuable  consideration, the receipt whereof is  hereby  acknowledged,  the
parties hereto, intending to be legally bound, agree as follows:

I.   Definitions.  Capitalized terms which are used herein without definition
and  which  are  defined in the Custody Agreement shall have the  same  meanings
herein as in the Custody Agreement.

II.  Amendment to Custody Agreement.  The Fund and the Custodian agree to amend
the Custody Agreements as follows:
     A.   Article I of the Custody Agreement is hereby amended by adding the
following definitions to such Article:

          "Composite Currency Unit" shall mean the European Currency Unit or any
          other  composite unit consisting of the aggregate of specified amounts
          of  specified Currencies as such unit may be constituted from time  to
          time.

          "Currency"  shall mean money denominated in a lawful currency  of  any
          country or the European Currency Unit.

          "FX  Transaction" shall mean any transaction for the purchase  by  one
          party  of an agreed amount in one Currency against the sale by  it  to
          the other party of an agreed amount in another Currency.

<PAGE>

      B.   The following two articles are hereby added to the end of the Custody
Agreement:

                                  ARTICLE XVIII

                DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
                 OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

1.   The Custodian is authorized and instructed to employ, as sub-custodian for
each  Series'  Securities for which the primary market  is  outside  the  United
States ("Foreign Securities") and other assets, the foreign banking institutions
and foreign securities depositories and clearing agencies designated on Schedule
I  hereto  ("Foreign  Sub-Custodians").  The Fund may designate  any  additional
foreign sub-custodian with which the Custodian has an agreement for such  entity
to  act  as  the Custodian's agent, as its sub-custodian and any such additional
foreign  sub-custodian shall be deemed added to Schedule I.  Upon receipt  of  a
Certificate from the Fund, the Custodian shall cease the employment of  any  one
or  more Foreign Sub-Custodians for maintaining custody of the Fund's assets and
such Foreign Sub-Custodian shall be deemed deleted from Schedule I.

2.   Each delivery of a Certificate to the Custodian in connection with a
transaction involving the use of a Foreign Sub-Custodian shall constitute a
representation and warranty by the Fund that its Board of Directors, or its
third party foreign custody manager as defined in Rule 17f-5 under the
Investment Company Act of 1940, as amended, if any, has determined that use of
such Foreign Sub-Custodian satisfies the requirements of such Investment Company
Act of 1940 and such Rule 17f-5 thereunder.

3.   The Custodian shall identify on its books as belonging to each Series of
tile  Fund  the  Foreign Securities of such Series held  by  each  Foreign  Sub-
Custodian.   At the election of the Fund, it shall be entitled to be  subrogated
to  the  rights of the Custodian with respect to any claims by the Fund  or  any
Series  against  a Foreign Sub-Custodian as a consequence of any  loss,  damage,
cost,  expense,  liability or claim sustained or incurred by  the  Fund  or  any
Series if and to the extent that the Fund or such Series has not been made whole
for any such loss, damage, cost, expense, liability or claim.

4.   Upon request of the Fund, the Custodian will, consistent with the terms of
the applicable Foreign Sub-Custodian agreement use reasonable efforts to arrange
for  the independent accountants of the Fund to be afforded access to the  books
and  records  of  any Foreign Sub-Custodian insofar as such  books  and  records
relate to the performance of such Foreign Sub-Custodian under its agreement with
the Custodian on behalf of the Fund.

5.   The Custodian will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of each Series
held by Foreign Sub-Custodians, including but not limited to an identification
of entities having possession of each Series' Foreign Securities and other
assets, and advices or notifications of any transfers of Foreign Securities to
or from each custodial account maintained by a Foreign Sub-Custodian for the
Custodian on behalf of the Series.

                                            2
<PAGE>

6.   The Custodian shall transmit promptly to the Fund all notices, reports or
other written information received pertaining to the Fund's Foreign Securities,
including without limitation, notices of corporate action, proxies and proxy
solicitation materials.

7.   Notwithstanding any provision of this Agreement to the contrary, settlement
and payment for securities received for the account of any Series and delivery
of securities maintained for the account of such Series may be effected in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.

8.   Notwithstanding any other provision in this Agreement to the contrary, with
respect to any losses or damages arising out of or relating to any actions or
omissions of any Foreign Sub-Custodian the sole responsibility and liability of
the Custodian shall be to take appropriate action at the Fund's expense to
recover such loss or damage from the Foreign Sub-Custodian.  It is expressly
understood and agreed that the Custodian's sole responsibility and liability
shall be limited to amounts so recovered from the Foreign Sub-Custodian.
                                   ARTICLE XIX

                                 FX TRANSACTIONS

1.    Whenever  the Fund shall enter into an FX Transaction, the  Fund  shall
promptly  deliver to the Custodian a Certificate or Oral Instructions specifying
with respect to such FX Transaction: (a) the Series to which such FX Transaction
is  specifically allocated; (b) the type and amount of Currency to be  purchased
by the Fund; (c) the type and amount of Currency to be sold by the Fund; (d) the
date  on which the Currency to be purchased is to be delivered; (e) the date  on
which the Currency to be sold is to be delivered; and (f) the name of the person
from  whom or through whom such currencies are to be purchased and sold.  Unless
otherwise instructed by a Certificate or Oral Instructions, the Custodian  shall
deliver,  or shall instruct a Foreign Sub-Custodian to deliver, the Currency  to
be  sold on the date on which such delivery is to be made, as set forth  in  the
Certificate, and shall receive, or instruct a Foreign Sub-Custodian to  receive,
the Currency to be purchased on the date as set forth in the Certificate.

2.    Where the Currency to be sold is to be delivered on the same day as the
Currency  to be purchased, as specified in the Certificate or Oral Instructions,
the  Custodian  or a Foreign Sub-Custodian may arrange for such  deliveries  and
receipts to be made in accordance with the customs prevailing from time to  time
among brokers or dealers in Currencies, and such receipt and delivery may not be
completed simultaneously.  The Fund assumes all responsibility and liability for
all credit risks involved in connection with such receipts and deliveries, which
responsibility and liability shall continue until the Currency to be received by
the Fund has been received in full.

                                            3
<PAGE>

3.   Any FX Transaction effected by the Custodian in connection with this
Agreement may be entered with the Custodian, any office, branch or subsidiary of
The Bank of New York Company, Inc., or any Foreign Sub-Custodian acting as
principal or otherwise through customary banking channels.  The Fund may issue a
standing Certificate with respect to FX Transaction but the Custodian may
establish rules or limitations concerning any foreign exchange facility made
available to the Fund.  The Fund shall bear all risks of investing in Securities
or holding Currency.  Without limiting the foregoing, the Fund shall bear the
risks that rules or procedures imposed by a Foreign Sub-Custodian or foreign
depositories, exchange controls, asset freezes or other laws, rules, regulations
or orders shall prohibit or impose burdens or costs on the transfer to, by or
for the account of the Fund of Securities or any cash held outside the Fund's
jurisdiction or denominated in Currency other than its home jurisdiction or the
conversion of cash from one Currency into another currency.  The Custodian shall
not be obligated to substitute another Currency for a Currency (including a
Currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation, rule or procedure.  Neither the Custodian nor any Foreign Sub-
Custodian shall be liable to the Fund for any loss resulting from any of the
foregoing events.

III.  Effect  of Amendment.  Except as hereinabove modified and amended,  the
Custody  Agreement  will remain unaltered and in fall force and  effect  and  is
hereby ratified and confirmed in all respects as amended.

IV.  Governing Law.  This Amendment shall be governed by and construed according
to the laws of the State of New York without giving effect to conflicts of laws
principles thereof
   IN  WITNESS  WHEREOF,  the parties hereto have caused this  Amendment  to  be
executed in duplicate on the day and year first above written.



ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


Attest:  /s/ Mercedes A. Pierre          By:     /s/ Sigmund Levine
Name:    Mercedes A. Pierre              Name:   Sigmund Levine
Title:   Asst.  Treas.                   Title:  Senior Vice President


THE BANK OF NEW YORK


Attest:  /s/ Marjorie McLaughlin         By:     /s/ Jorge E. Ramos
Name:    Marjorie McLaughlin             Name:   Jorge E. Ramos
Title:   Vice President                  Title:  Vice President

                                            4

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