<DOCUMENT>
<TYPE>EX-99.K.3
<SEQUENCE>6
<FILENAME>ecf-2003n2a_exhibitk3.txt
<DESCRIPTION>EXHIBIT (K)(3)
<TEXT>
                                              Exhibit (k)(3)
                                           September 9, 2003


Ellsworth Convertible Growth and Income Fund, Inc.
65 Madison Avenue
Suite 550
Morristown, NJ  07960

               Re:   Letter of Agreement

Gentlemen:

This  Letter  of Agreement, including the Appendix  attached
hereto  (collectively,  this "Agreement"),  sets  forth  the
terms   and   conditions  of  the  engagement  of  Georgeson
Shareholder   Communications  Inc.  ("GSC")   by   Ellsworth
Convertible Growth and Income Fund, Inc. (the "Company")  to
act  as  Information  Agent in connection  with  its  Rights
Offering (the "Offer").  The term of the Agreement shall  be
the term of the Offer, including any extensions thereof.

     (a)  Services. GSC shall perform the services described in
       the Fees & Services Schedule attached hereto as Appendix I
       (collectively, the "Services").

     (b)  Fees.  In consideration of GSC's performance of the
       Services, the Company shall pay GSC the amounts,  and
       pursuant to the terms, set forth on the Fees & Services
       Schedule attached hereto as Appendix I.

     (c)  Expenses.  In connection with GSC's performance of the
       Services, and in addition to the fees and charges discussed
       in paragraph (b) and (d) hereof, the Company agrees that it
       shall be solely responsible for the following costs and
       expenses,  and that the Company shall, at GSC's  sole
       discretion, (i) reimburse GSC for such costs and expenses
       actually incurred by GSC, (ii) pay such costs and expenses
       directly and/or (iii) advance sufficient funds to GSC for
       payment of such costs and expenses:

          -    expenses incidental to the Offer, including postage and
            freight charges incurred in delivering Offer materials;

          -    expenses incurred by GSC in working with its agents or
            other parties involved in the Offer, including charges for
            bank threshold lists, data processing, telephone directory
            assistance, facsimile transmissions or other forms of
            electronic communication;

          -    expenses incurred by GSC at the Company's request or
            for the Company's convenience, including copying expenses,
            expenses relating to the printing of additional and/or
            supplemental material and travel expenses of GSC's
            executives;
<PAGE>

          -    any other fees and expenses authorized by the Company
            and resulting from extraordinary contingencies which arise
            during the course of the Offer, including fees and expenses
            for advertising, media relations, stock watch and analytical
            services.

     (d)  Custodial Charges.  GSC agrees to check, itemize and
       pay on the Company's behalf the charges of brokers and
       banks,  with the exception of ADP Proxy Services  and
       Prudential Securities which will bill the Company directly,
       for forwarding the Company's Offer material to beneficial
       owners.  The Company agrees to provide GSC, prior to the
       commencement of the initial distribution of  Offering
       materials to such brokers and banks, with a preliminary
       payment equal to 75% of GSC's good faith estimate of the
       charges which shall be assessed by such brokers and banks
       for two distributions of such materials.  The Company shall
       pay GSC an administrative fee of five dollars ($5.00) for
       each broker and bank invoice paid by GSC on the Company's
       behalf.  If the Company prefers to pay these bills directly,
       please strike out and initial this clause before returning
       the executed Agreement.

     (e)  Compliance with Applicable Laws.  The Company and GSC
       hereby represent to one another that each shall use its best
       efforts to comply with all applicable laws relating to the
       Offer,  including, without limitation, the Securities
       Exchange  Act of 1934, as amended, and the rules  and
       regulations promulgated thereunder.

     (f)  Indemnification.  The Company agrees to indemnify and
       hold harmless GSC and its stockholders, officers, directors,
       employees, agents and affiliates against any and all claims,
       costs,  damages, liabilities, judgments and expenses,
       including the fees, costs and expenses of counsel retained
       by GSC ("Losses"), which result from claims, actions, suits,
       subpoenas, demands or other proceedings brought against or
       involving GSC which directly relate to or arise out of GSC's
       performance of the Services (except for costs, damages,
       liabilities, judgments or expenses which shall have been
       determined by a court of law pursuant to a final  and
       nonappealable judgment to have directly resulted from GSC's
       own negligence or intentional misconduct).  To the extent
       the company suffers Losses as a direct result of GSC's own
       negligence or willful misconduct, GSC agrees to indemnify
       and  hold  harmless the Company and its stockholders,
       officers, directors, employees, agents and affiliates.  In
       addition,  the prevailing party shall be entitled  to
       reasonable attorneys' fees and court costs in any action
       between the parties to enforce the provisions of this
       Agreement, including the indemnification rights contained in
       this paragraph. The indemnity obligations set forth in this
       paragraph shall survive the termination of this Agreement.

     (g)  Governing Law.  This Agreement shall be governed by the
       substantive laws of the State of New York without regard to
       its principles of conflicts of laws, and shall not be

                                  2
<PAGE>

       modified in any way, unless pursuant to a written agreement
       which has been executed by each of the parties hereto.  The
       parties agree that any and all disputes, controversies or
       claims  arising out of or relating to this  Agreement
       (including any breach hereof) shall be subject to the
       jurisdiction of the federal and state courts in New York
       County, New York and the parties hereby waive any defenses
       on the grounds of lack of personal jurisdiction of such
       courts, improper venue or forum non conveniens.

     (h)  Exclusivity.  The Company agrees and acknowledges that
       GSC shall be the sole Information Agent retained by the
       Company in connection with the Offer, and that the Company
       shall refrain from engaging any other Information Agent to
       render  any  Services, in a consultative capacity  or
       otherwise, in relation to the Offer.

     (i)  Additional Services.  In addition to the Services, the
       Company may from time to time request that GSC provide it
       with certain additional consulting or other services.  The
       Company agrees that GSC's provision of such additional
       services shall be governed by the terms of a separate
       agreement to be entered into by the parties at such time or
       times, and that the fees charged in connection therewith
       shall be at GSC's then-current rates.

     (j)   Confidentiality.   GSC  agrees  to  preserve  the
       confidentiality of (i) all material non-public information
       provided by the Company or its agents for GSC's use in
       fulfilling  its obligations hereunder  and  (ii)  any
       information developed by GSC based upon such material non-
       public   information   (collectively,   "Confidential
       Information").  For purposes of this Agreement, Confidential
       Information shall not be deemed to include any information
       which (w) is or becomes generally available to the public in
       accordance with law other than as a result of a disclosure
       by GSC or any of its officers, directors, employees, agents
       or affiliates; (x) was available to GSC on a nonconfidential
       basis and in accordance with law prior to its disclosure to
       GSC by the Company; (y) becomes available to GSC on a
       nonconfidential basis and in accordance with law from a
       person other than the Company or any of its officers,
       directors, employees, agents or affiliates who is not
       otherwise bound by a confidentiality agreement with the
       Company or is not otherwise prohibited from transmitting
       such information to a third party; or (z) was independently
       and lawfully developed by GSC based on information described
       in clauses (w), (x) or (y) of this paragraph. The Company
       agrees that all reports, documents and other work product
       provided to the Company by GSC pursuant to the terms of this
       Agreement are for the exclusive use of the Company and may
       not be disclosed to any other person or entity without the
       prior  written  consent of GSC.  The  confidentiality
       obligations set forth in this paragraph shall survive the
       termination of this Agreement.

     (k)  Entire Agreement; Appendix.  This Agreement constitutes
       the entire agreement and supersedes all prior agreements and
       understandings, both written and oral, among the parties

                                  3
<PAGE>

       hereto with respect to the subject matter hereof.  The
       Appendix  to  this Agreement shall be  deemed  to  be
       incorporated herein by reference as if fully set forth
       herein.  This Agreement shall be binding upon all successors
       to the Company (by operation of law or otherwise).




If the above is agreed to by you, please execute and return
the enclosed duplicate of this Agreement to Georgeson
Shareholder Communications Inc., 17 State Street - 10th
Floor, New York, New York 10004, Attention: Marcy
Roth, Contract Administrator.

                              Sincerely,

                              GEORGESON SHAREHOLDER
                              COMMUNICATIONS INC.

                              By:/s/ James P. Gill
                                     -------------
                                     James P. Gill

                              Title:
                              Director

Agreed to and accepted as of
the   date  first  set  forth
above:

Ellsworth Convertible  Growth
and Income Fund, Inc.

By: /s/ Gary I. Levine


Title: Vice President and Treasurer



                                                4
<PAGE>


                                              APPENDIX I


                FEES & SERVICES SCHEDULE


BASE SERVICES                                       $7,500
-    Advance review of Offer documents
-     Assistance in preparation and posting of
  advertisements and news releases
-     Dissemination of Offer documents to bank
  and broker community
-      Communication  with  bank  and   broker
  community and all institutional shareholders
  during Offer period

PREMIUM SERVICES

-      Direct  telephone  communication   with         TBD
  retail  holders (i.e., registered  and  NOBO
  shareholders)
     -    $5.00 per completed call (incoming and
       outgoing)
-    Dedicated toll-free phone line

NOTE:  The  foregoing fees are exclusive of reimbursable
expenses   as  described  in  paragraph  (c)   of   this
Agreement.  In addition, the Company will be  charged  a
fee of $1,000 if the Offer is extended for any reason.




</TEXT>
</DOCUMENT>
