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<TYPE>EX-99.77B ACCT LTTR
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<FILENAME>ex77b.txt
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EXHIBIT 77B

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Ellsworth Convertible Growth and Income Fund, Inc.
Morristown, New Jersey

In planning and performing our audits of the financial statements of the
Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund"), for the year
ended September 30, 2005, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered their
internal control over financial reporting, including control activities for
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting.   Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting.   In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls.   A company's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.   Such internal control includes policies and
procedures that provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may
not prevent or detect misstatements.   Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis.   A
significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to initiate,
authorize, record, process or report financial data reliably in accordance with
generally accepted accounting principles such that there is more than a remote
likelihood that a misstatement of the company's annual or interim financial
statements that is more than inconsequential will not be prevented or detected.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States).  However, we
noted no deficiencies in the Fund's internal control over financial reporting
and its operation, including controls for safeguarding securities, which we
consider to be material weaknesses, as defined above, as of September 30, 2005.

This report is intended solely for the information and use of management,
Shareholders and Board of Directors of Ellsworth Convertible Growth and Income
Fund, Inc. and the Securities and Exchange Commission, and is not intended to
be and should not be used by anyone other than these specified parties.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
November 4, 2005
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