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<SEC-DOCUMENT>0000793040-06-000003.txt : 20060217
<SEC-HEADER>0000793040-06-000003.hdr.sgml : 20060217
<ACCEPTANCE-DATETIME>20060217093321
ACCESSION NUMBER:		0000793040-06-000003
CONFORMED SUBMISSION TYPE:	N-8A/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20060217
DATE AS OF CHANGE:		20060217
EFFECTIVENESS DATE:		20060217

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ELLSWORTH CONVERTIBLE GROWTH & INCOME FUND INC
		CENTRAL INDEX KEY:			0000793040
		IRS NUMBER:				133345139
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		N-8A/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04656
		FILM NUMBER:		06627327

	BUSINESS ADDRESS:	
		STREET 1:		65 MADISON AVENUE
		STREET 2:		SUITE 550
		CITY:			MORRISTOWN
		STATE:			NJ
		ZIP:			07960
		BUSINESS PHONE:		(973) 631-1177

	MAIL ADDRESS:	
		STREET 1:		65 MADISON AVE
		STREET 2:		SUITE 550
		CITY:			MORRISTOWN
		STATE:			NJ
		ZIP:			07960
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-8A/A
<SEQUENCE>1
<FILENAME>e0206n8a_a.txt
<DESCRIPTION>AMENDMENT TO NOTIFICATION OF REGISTRATION
<TEXT>
As filed with the Securities and Exchange Commission on February 17, 2006
                                                           811-4656

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM N-8A/A

          AMENDMENT TO NOTIFICATION OF REGISTRATION FILED PURSUANT TO
              SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940


      The undersigned investment company hereby amends its notification of
registration filed with the Securities and Exchange Commission pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940, and in
connection with such amendment to notification of registration submits to the
following information:

Name:   Ellsworth Fund Ltd. (as successor to: Ellsworth Fund, Inc.,
        formerly known as Ellsworth Convertible Growth and Income Fund, Inc.)

Address of Principal Business Office:
	65 Madison Avenue, Suite 550
        Morristown, NJ 07960

Telephone Number:   (973) 631-1177

Name and Address of Agent for Service of Process:

	Thomas H. Dinsmore
        Ellsworth Fund Ltd.
	65 Madison Avenue, Suite 550
        Morristown, NJ  07960

Check Appropriate Box:

      Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of form N8-A:

YES [   ]    NO [ X ]

      Effective as of the later of: 4:05 p.m. on February 17, 2006; or the time
of acceptance for record of the Articles of Merger by the State Department of
Assessments and Taxation of Maryland (the "Effective Time"), Ellsworth Fund,
Inc. (formerly known as Ellsworth Convertible Growth and Income Fund, Inc), a
Maryland corporation (the "Predecessor Registrant") will be merged with and
into Ellsworth Fund Ltd., a Delaware statutory trust (the "Registrant").  The
Registrant hereby expressly adopts the Notification of Registration on Form N-
8A of the Predecessor Registrant, as amended hereby, as its own, effective as
of the Effective Time, for all purposes of the Investment Company Act of 1940,
as amended.

      Item 1.	Exact name of registrant.

                Ellsworth Fund Ltd.

      Item 2.   Name of state under the laws of which registrant was organized
                or created and the date of such organization or creation.

                The Registrant was organized on October 18, 2005 in the State
                of Delaware.

      Item 3.   Form of organization of registrant (for example, corporation,
                partnership, trust, joint stock company, association, fund).

                The Registrant is organized as a Delaware statutory trust.

      Item 4.   Classification of registrant (face-amount certificate company,
                unit investment trust, or management company).

                The Registrant is classified as a management company.

      Item 5.   If registrant is a management company:

          (a)   state whether registrant is a "closed-end" company or an
                "open-end" company;

                The Registrant is a closed-end management investment company.

          (b)   state whether registrant is registering as a "diversified"
                company or a "non-diversified" company (read Instruction 4(i)
                carefully before replying).

                The Registrant is a diversified closed-end management
                investment company.

       Item 6.  Name and address of each investment adviser of registrant.

                Davis-Dinsmore Management Company,
                65 Madison Ave., Suite 550
                Morristown, NJ 07960.

       Item 7.  If registrant is an investment company having a board of
                directors, state the name and address of each officer and
                director of registrant.

                The Registrant's trustees are:
                Gordon F. Ahalt, Elizabeth C. Bogan, Thomas H. Dinsmore,
                Donald M. Halsted, Duncan O. McKee, Robert J. McMullan,
                Jane D. O'Keeffe and Nicolas W. Platt.


                The Registrant's officers are:

                Thomas H. Dinsmore         Chairman and Chief Executive Officer
                Jane D. O'Keeffe           President
                Gary I. Levine             Executive Vice President, Chief
                                            Financial Officer & Secretary
                H. Tucker Lake             Vice President
                Joshua P. Lake             Treasurer & Assistant Secretary
                Germaine Ortiz             Vice President
                Mercedes A. Pierre         Vice President & Chief Compliance
                                            Officer


                The business address of each trustee and officer is:

                Ellsworth Fund Ltd.
                65 Madison Avenue, Suite 550
                Morristown, NJ 07960

       Item 8.  If registrant is an unincorporated investment company not
                having a board of directors:

           (a)  state the name and address of each sponsor of registrant;

                NOT APPLICABLE.

           (b)  state the name and address of each officer and director of each
                sponsor of registrant;

                NOT APPLICABLE.

           (c)  state the name and address of each trustee and each custodian
                of registrant.

                NOT APPLICABLE.

       Item 9.

           (a)  State whether registrant is currently issuing and offering
                its securities directly to the public (yes or no).

                No.

           (b)  If registrant is currently issuing and offering its securities
                to the public through an underwriter, state the name and
                address of such underwriter.

                NOT APPLICABLE.

           (c)  If the answer to Item 9(a) is "no" and the answer to Item 9(b)
                is "not applicable," state whether registrant presently
                proposes to make a public offering of its securities
                (yes or no).

                No.

           (d)  State whether registrant has any securities currently issued
                and outstanding (yes or no).

                Yes.

           (e)  If the answer to Item 9(d) is "yes," state as of a date not to
                exceed ten days prior to the filing of this notification of
                registration the number of beneficial owners of registrant's
                outstanding securities (other than short-term paper) and the
                name of any company owning 10 percent or more of registrant's
                outstanding voting securities.

                As of February 16, 2006, the Registrant had 1 beneficial owner
                of its outstanding voting securities.  The name of the company
                owning 10% or more of the Registrant's outstanding voting
                securities is Ellsworth Fund, Inc. (formerly known as Ellsworth
                Convertible Growth and Income Fund, Inc).

      Item 10.  State the current value of registrant's total assets.

                As of February 16, 2006, the Registrant had $10.00 in total
                assets.

      Item 11.  State whether registrant has applied or intends to apply for a
                license to operate as a small business investment company under
                the Small Business Investment Act of 1958 (yes or no).

                No.

      Item 12.  Attach as an exhibit a copy of the registrant's last regular
                periodic report to its securityholders, if any.

                The Registrant has not issued any periodic reports to
                shareholders. The Predecessor Registrant's last regular
                periodic report is attached as Exhibit A.


                                 SIGNATURES
                                 ----------

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this amendment to notification of registration to be duly
signed on its behalf in the City of Morristown and State of New Jersey on the
17th day of February, 2006.

                            ELLSWORTH FUND LTD.


     /s/ Jane D. O'Keeffe                          /s/ Gary I. Levine
     -----------------------------         Attest:   --------------------------
   By:  Jane D. O'Keeffe                            By: Gary I. Levine
        President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit_a.txt
<DESCRIPTION>REPORT TO SECURITYHOLDERS
<TEXT>
<PAGE>

EXHIBIT A: REPORT TO SECURITYHOLDERS.

                             ELLSWORTH CONVERTIBLE
                             GROWTH AND INCOME FUND


                                     [LOGO]


                               2005 ANNUAL REPORT
                               SEPTEMBER 30, 2005


<PAGE>


                               2005 ANNUAL REPORT
                               SEPTEMBER 30, 2005

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC. OPERATES AS A CLOSED-END,
DIVERSIFIED MANAGEMENT INVESTMENT COMPANY AND INVESTS PRIMARILY IN CONVERTIBLE
SECURITIES, WITH THE OBJECTIVES OF PROVIDING INCOME AND THE POTENTIAL FOR
CAPITAL APPRECIATION -- WHICH OBJECTIVES THE FUND CONSIDERS TO BE RELATIVELY
EQUAL, OVER THE LONG-TERM, DUE TO THE NATURE OF THE SECURITIES IN WHICH IT
INVESTS.

                                   HIGHLIGHTS

PERFORMANCE THROUGH SEPTEMBER 30, 2005 - WITH DIVIDENDS REINVESTED

<TABLE>
<CAPTION>
                                                 Calendar                  Cumulative
                                                    YTD      1 Year    5 Years     10 Years
                                                 --------   --------  ---------   ----------
<S>                                               <C>         <C>       <C>        <C>
Ellsworth market price (a) .....................  (0.28)%     2.45%     14.00%     155.38%
Ellsworth net asset value (b) ..................   4.89      10.31       8.73      128.59
Closed-end convertible fund average (b) ........   3.93      11.20      16.47      108.20
S&P 500 Index (a) ..............................   2.77      12.25      (7.22)     147.47
Russell 2000 Index (a) .........................   3.44      18.08      37.15      146.91
Lehman Aggregate Bond Total Return Index (b) ...   1.82       2.80      37.80       88.52
</TABLE>

PERFORMANCE DATA REPRESENT PAST RESULTS AND DO NOT REFLECT FUTURE PERFORMANCE.

(a) From Bloomberg L.P. pricing service.
(b) From Lipper, Inc. Closed-End Fund Performance Analysis, dated September 30,
    2005.

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

QUARTERLY HISTORY OF NAV AND MARKET PRICE

                    Net Asset Values         Market Prices (AMEX, symbol ECF)
Qtr. Ended        High    Low    Close            High    Low    Close
- ----------       ------  -----   -----           ------  -----   -----
 Dec. 04         $9.07   $8.60   $9.07           $8.08   $7.80   $8.08
 Mar. 05          9.02    8.70    8.77            8.11    7.47    7.63
 Jun. 05          8.80    8.35    8.79            7.74    7.25    7.74
 Sep. 05          9.29    8.82    9.29            7.90    7.57    7.84


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

DIVIDEND DISTRIBUTIONS (12 MONTHS)

 Record          Payment                         Capital         * Corporate
  Date             Date           Income          Gains           Deduction
- --------        ----------      ----------      ---------        -----------
10/28/04         11/24/04         $0.085            --                13%
 2/11/05          2/25/05          0.070            --                22
 5/13/05          5/27/05          0.070            --                22
 8/16/05          8/30/05          0.070            --                22
                                ----------
                                  $0.295
                                ==========

* Percentage of each ordinary income distribution qualifying for the corporate
  dividend received tax deduction.

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
TO OUR SHAREHOLDERS

November 4, 2005

As we approach the end of this most eventful year we find our investment
strategy to be heavily influenced by the question "Is inflation back?" The
Consumer Price Index (CPI) that had been running at a year over year rate of
under 2% in 2003 is now over 4.5% (3Q 2005). Any significant inflation can be a
very disruptive phenomenon.

In the 1970's inflation became embedded in our economy. This came about due to
stimulative fiscal policy (government spending), loose monetary policy,
imposition of substantial regulation and tax policy that included penalties on
savings and investment, and higher tax brackets for those who were simply
keeping up with price increases (bracket creep). There were also several supply
shocks in energy and mining. In that environment investing in manufacturing did
not work while investing in hard assets such as metals and oil did.

Our current economy shows some similarities to that of the 1970's: fiscal policy
has been stimulative, monetary policy was also stimulative for several years,
supply shocks created by national disasters have occurred, a form of bracket
creep has returned through a device known as the alternative minimum tax (which
includes no adjustment for inflation) and Federal regulations have expanded.

There are also differences: technology has increased productivity, Federal tax
rates of 50% to 70% in the 1970's are now 15% to 35% on savings and investment,
and globalization has expanded competition which limits price increases by
companies.

It is our opinion that a limited form of inflation is returning, which should
benefit the owners of hard assets. However, the lower tax rates, productivity
gains, tighter monetary policy and the effects of globalization should keep it
from becoming embedded.

Of the Fund's major industry exposure, energy continued to contribute positively
to performance in its fourth quarter, while exposure to the telecommunications
industry has hindered performance. The rise in energy prices has been a direct
cause of the strong performance by energy stocks, but has also reduced
expectations for growth in other sectors of the economy.

Since the founding of Ellsworth Convertible Growth and Income Fund in 1986, the
Fund's strategy has consistently been to use convertible securities as an equity
alternative to reduce risk and volatility. This strategy tends to outperform in
bear markets and lag in bull markets. For the quarter, nine-month and ten-year
periods ended September 30, 2005, Ellsworth's NAV has outperformed the average
of the closed-end convertible fund category tracked by Lipper, Inc. and
published in the Lipper Closed-End Performance Analysis. However, for the one
year and five years ended September 30, 2005, the Fund underperformed the
average of the eleven funds in its category. Of these eleven funds, only four,
including the Fund, remain unleveraged convertible funds and only five,
including the Fund, have more than 65% of their assets in convertible
securities. We believe these factors contributed to the difference in
performance between Ellsworth and many of the other funds in the group.

Independent director William A. Benton is retiring from service at the end of
his term in 2006. He was one of Ellsworth's directors in our founding year of
1986. His contributions to the Fund have been many. He will be missed.


                                                 CONTINUED ON THE FOLLOWING PAGE

                                                                          PAGE 1
<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
TO OUR SHAREHOLDERS (CONTINUED)


Visit our website, www.ellsworthfund.com, for additional information on the
Fund. Further, shareholders who wish to obtain a copy of the most recent report
on the Fund issued by Standard & Poor's should contact us.

At its October 17, 2005 meeting, the Board of Directors declared a dividend of
9.75 cents ($0.0975) per share. The dividend consists of undistributed net
investment income and will be payable on November 23, 2005 to shareholders of
record on October 27, 2005.

The 2006 annual meeting of shareholders will be held at our offices in
Morristown, New Jersey on January 13, 2006. Time and location will be included
in the proxy statement, scheduled to be mailed to shareholders on November 28,
2005. All shareholders are welcome to attend, we hope to see you there.


/s/ Thomas H. Dinsmore

Thomas H. Dinsmore
Chairman of the Board

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MAJOR PORTFOLIO CHANGES - BY UNDERLYING COMMON STOCK
SIX MONTHS ENDED SEPTEMBER 30, 2005
<S>                                                  <C>
ADDITIONS                                            REDUCTIONS

Best Buy Co., Inc.                                   Agilent Technologies, Inc.

Celanese Corp.                                       The Chubb Corp.

Cephalon, Inc.                                       Devon Energy Corp.

Echostar Communications Corp.                        Global Marine Corp.

FTI Consulting, Inc.                                 Impax Laboratories, Inc.

Genworth Financial, Inc.                             IKON Office Solutions, Inc.
 (exchangeable from Citigroup Funding, Inc.)         (exchangeable from IOS Capital, LLC)

LSI Logic Corp.                                      Ivax Corp.

Manor Care, Inc.                                     Leucadia National Corp.

MetLife, Inc.                                        Ocwen Financial Corp.

Nuveen Investments, Inc.                             Omnicare, Inc.
 (exchangeable from Merrill Lynch & Co., Inc. and
 Morgan Stanley, Inc.)                               Pegasus Solutions, Inc.

Oil States International, Inc.                       Valero Energy Corp.

U.S. Bancorp                                         Weatherford International, Ltd.
</TABLE>

PAGE 2

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
LARGEST INVESTMENT HOLDINGS - BY UNDERLYING COMMON STOCK


                                                           Value        % Total
                                                          (Note 1)    Net Assets
                                                        -----------   ----------
Chesapeake Energy Corp. ..............................  $ 4,640,875       4.0%
  PRODUCES OIL AND NATURAL GAS. THE COMPANY'S
  OPERATIONS ARE FOCUSED ON DEVELOPMENTAL DRILLING
  AND PRODUCING PROPERTY ACQUISITIONS IN ONSHORE
  NATURAL GAS PRODUCING AREAS OF THE UNITED STATES
  AND CANADA.

The Walt Disney Company ..............................    3,301,090       2.9
  AN ENTERTAINMENT COMPANY WHICH CONDUCTS OPERATIONS
  IN MEDIA NETWORKS, STUDIO ENTERTAINMENT, THEME
  PARKS AND RESORTS, CONSUMER PRODUCTS, AND INTERNET
  AND DIRECT MARKETING.

Nuveen Investments, Inc. .............................    2,717,295       2.4
  THE COMPANY'S PRINCIPAL ACTIVITIES ARE ASSET
  MANAGEMENT AND RELATED RESEARCH, AND THE
  DEVELOPMENT, MARKETING AND DISTRIBUTION OF
  INVESTMENT PRODUCTS AND SERVICES. NUVEEN PROVIDES
  ITS SERVICES THROUGH FINANCIAL ADVISORS WHO SERVE
  THE AFFLUENT AND HIGH NET WORTH MARKET SEGMENTS.
  (EXCH. FROM MERRILL LYNCH & Co., Inc. and Morgan
  Stanley, Inc.)

The St. Paul Travelers Companies, Inc. ...............    2,406,000       2.1
  PROVIDES A BROAD RANGE OF INSURANCE PRODUCTS AND
  SERVICES FOR THE COMMERCIAL AND CONSUMER MARKETS.

Genworth Financial, Inc. .............................    2,360,475       2.1
  PROVIDES LIFE INSURANCE PRODUCTS, LONG-TERM CARE
  INSURANCE AND MORTGAGE GUARANTEE INSURANCE COVERAGE
  ON RESIDENTIAL MORTGAGE LOANS. (EXCH. FROM CITIGROUP
  FUNDING, INC.)

The Williams Companies, Inc. .........................    2,340,000       2.0
  THE COMPANY EXPLORES, PRODUCES, GATHERS, PROCESSES
  AND TRANSPORTS NATURAL GAS. WILLIAMS ALSO MANAGES
  A WHOLESALE POWER BUSINESS.

Amerada Hess Corp. ...................................    2,332,600       2.0
  TOGETHER WITH ITS SUBSIDIARIES EXPLORES FOR,
  PRODUCES, PURCHASES, TRANSPORTS AND SELLS CRUDE
  OIL AND NATURAL GAS. THE COMPANY ALSO MANUFACTURES,
  PURCHASES, TRANSPORTS AND MARKETS REFINED PETROLEUM
  PRODUCTS.

The TJX Companies, Inc. ..............................    2,309,160       2.0
  RETAILS OFF-PRICE APPAREL AND HOME FASHIONS. THE
  COMPANY CURRENTLY OPERATES T.J. MAXX, MARSHALLS,
  HOMEGOODS, A.J. WRIGHT, WINNERS AND T.K. MAXX
  STORES.

MetLife, Inc. ........................................    2,263,200       2.0
  PROVIDES INSURANCE AND FINANCIAL SERVICES TO A
  RANGE OF INDIVIDUAL AND INSTITUTIONAL CUSTOMERS.

Freeport McMoRan Copper and Gold, Inc. ...............    2,218,420       1.9
  IS INVOLVED IN MINERAL EXPLORATION AND DEVELOPMENT,   -----------   ----------
  MINING, AND MILLING OF COPPER, GOLD AND SILVER. THE
  COMPANY IS ALSO INVOLVED IN SMELTING AND REFINING
  COPPER CONCENTRATES.

Total ................................................  $26,889,115      23.4%
                                                        ===========   ==========


                                                                          PAGE 3

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
MAJOR INDUSTRY EXPOSURE


                       ---------------------------
Banking/Savings & Loan                             7.2%
                       ---------------------------
                       ------------
             Chemicals              3.4%
                       ------------
                       -----------------------------------------------
                Energy                                                 13.7%
                       -----------------------------------------------
                       ----------------
         Entertainment                  4.2%
                       ----------------
                       ---------------------------------------------------
 Financial & Insurance                                                     15.3%
                       ---------------------------------------------------
                       --------------------
           Health Care                      5.7%
                       --------------------
                       ----------------------------------------
       Pharmaceuticals                                          11.6%
                       ----------------------------------------
                       -----------------------
                Retail                         6.4%
                       -----------------------
                       ---------------------------------
            Technology                                   8.4%
                       ---------------------------------
                       ---------------------
    Telecommunications                       6.3%
                       ---------------------



- --------------------------------------------------------------------------------
DIVERSIFICATION OF ASSETS

                                                            % Total Net Assets
                                                               September 30,
                                                  Value     -------------------
                                     Cost        (Note 1)     2005       2004
                                 ------------  ------------ --------   --------
Automotive ..................... $  2,845,190  $  2,644,188    2.3%       4.7%
Banking/Savings and Loan .......    8,646,599     8,279,613    7.2       11.0
Chemicals ......................    3,943,044     3,890,520    3.4         --
Consumer Goods .................    2,463,795     3,207,263    2.8        3.6
Energy .........................   10,369,642    15,757,845   13.7       10.4
Entertainment ..................    4,902,842     4,791,715    4.2        4.2
Financial and Insurance ........   17,165,326    17,577,120   15.3       11.1
Foods ..........................    2,071,514     2,060,800    1.8        1.0
Health Care ....................    6,885,292     6,548,522    5.7        4.7
Mining .........................    1,961,987     2,218,420    1.9        1.4
Multi-Industry .................    1,593,172     1,438,500    1.3         --
Pharmaceuticals ................   12,562,777    13,286,207   11.6       11.1
Retail .........................    7,742,664     7,303,858    6.4        7.9
Technology .....................    9,642,922     9,695,225    8.4        7.3
Telecommunications .............    6,497,489     7,196,055    6.3        6.7
Utilities ......................    1,500,000     1,927,500    1.7        1.1
Other ..........................    2,022,193     2,041,250    1.6        8.7
Short-Term Securities ..........    4,308,677     4,308,683    3.8        3.8
                                 ------------  ------------ --------   --------
  TOTAL INVESTMENTS ............  107,125,125   114,173,284   99.4       98.7

Other Assets, Net of
  Liabilities ..................           --       650,585    0.6        1.3
                                 ------------  ------------ --------   --------
    TOTAL NET ASSETS ........... $107,125,125  $114,823,869  100.0%     100.0%
                                 ============  ============ ========   ========


PAGE 4

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

                                                                                  SEPTEMBER 30, 2005
                                                                                  ------------------
<S>                                                                               <C>
ASSETS:
   Investments at value (cost $107,125,125) (Note 1) ...........................     $114,173,284
   Cash ........................................................................          156,561
   Receivable for securities sold ..............................................        2,090,725
   Dividends and interest receivable ...........................................          494,204
   Other assets ................................................................           32,676
                                                                                     ------------
   Total assets ................................................................      116,947,450
                                                                                     ------------
LIABILITIES:
   Payable for securities purchased ............................................        1,996,882
   Accrued management fee (Note 2) .............................................           68,330
   Accrued expenses ............................................................           19,935
   Other liabilities ...........................................................           38,434
                                                                                     ------------
   Total liabilities ...........................................................        2,123,581
                                                                                     ------------

NET ASSETS .....................................................................     $114,823,869
                                                                                     ============
NET ASSETS CONSIST OF:
   Undistributed net investment income .........................................     $    747,780
   Accumulated net realized loss from investment transactions ..................       (2,705,037)
   Unrealized appreciation on investments ......................................        7,048,159
   Capital shares (Note 3) .....................................................          123,623
   Additional paid-in capital ..................................................      109,609,344
                                                                                     ------------
NET ASSETS .....................................................................     $114,823,869
                                                                                     ============
Net asset value per share ($114,823,869 / 12,362,269 outstanding shares) .......     $       9.29
                                                                                     ============


- ----------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2005
INVESTMENT INCOME (NOTE 1):
   Interest ....................................................................     $  2,709,465
   Dividends ...................................................................        2,287,195
                                                                                     ------------
     Total Income ..............................................................        4,996,660
                                                                                     ------------
EXPENSES (NOTE 2):
   Management fee ..............................................................          785,902
   Custodian ...................................................................           23,300
   Transfer agent ..............................................................           22,563
   Professional fees ...........................................................          154,442
   Directors' fees .............................................................          127,175
   Reports to shareholders .....................................................           51,762
   Treasurer's office ..........................................................           25,000
   Other .......................................................................           96,782
                                                                                     ------------
     Total Expenses ............................................................        1,286,926
                                                                                     ------------
NET INVESTMENT INCOME ..........................................................        3,709,734
                                                                                     ------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
   Net realized gain from investment transactions ..............................        1,922,040
   Net unrealized appreciation of investments ..................................        5,219,341
                                                                                     ------------
   Net gain on investments .....................................................        7,141,381
                                                                                     ------------
   NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................     $ 10,851,115
                                                                                     ============


                           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                                                                              PAGE 5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004


                                                                        2005            2004
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Change in net assets from operations:
  Net investment income ........................................... $  3,709,734    $  3,647,400(a)
    Adjustment for change in amortization policy ..................           --        (248,111)
                                                                                    ------------
      Net investment income, as adjusted ..........................                    3,399,289
                                                                                    ------------

Net realized gain from investment transactions ....................    1,922,040       3,243,708(a)
  Adjustment for change in amortization policy ....................           --          66,057
                                                                                    ------------
    Net realized gain from investment transactions, as adjusted ...                    3,309,765
                                                                                    ------------

Net unrealized appreciation of investments ........................    5,219,341         411,096(a)
  Adjustment for change in amortization policy ....................           --         182,054
                                                                                    ------------
    Net unrealized appreciation of investments, as adjusted .......                      593,150
                                                                    ------------    ------------

Net increase in net assets resulting from operations ..............   10,851,115       7,302,204(a)
  Adjustment for change in amortization policy ....................           --              --
                                                                    ------------    ------------
    Net increase in net assets resulting from operations, as
      adjusted.....................................................   10,851,115       7,302,204
                                                                    ------------    ------------

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income ...........................................   (3,641,418)     (3,681,116)
                                                                    ------------    ------------

Capital share transactions (Note 3)
  Value of shares issued on reinvestment of distributions .........      506,725         648,017
  Net proceeds from rights offering ...............................           --      13,037,152
                                                                    ------------    ------------
    Total capital share transactions ..............................      506,725      13,685,169
                                                                    ------------    ------------

CHANGE IN NET ASSETS ..............................................    7,716,422      17,306,257

Net assets at beginning of year ...................................  107,107,447      89,801,190
                                                                    ------------    ------------

NET ASSETS AT END OF YEAR ......................................... $114,823,869    $107,107,447
                                                                    ============    ============

  Undistributed net investment income at end of year .............. $    747,780    $    967,661(a)
                                                                    ============
    Adjustment for change in amortization policy ..................                     (288,197)
                                                                                    ------------
      Undistributed net investment income at end of year,
        as adjusted ...............................................                 $    679,464
                                                                                    ============
</TABLE>
- --------------------
(a) As previously reported.


                           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

PAGE 6

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS - SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING:


                                                              YEAR ENDED SEPTEMBER 30,
                                                  ------------------------------------------------
                                                    2005      2004      2003      2002      2001
                                                  ------------------------------------------------
<S>                                               <C>       <C>       <C>       <C>      <C>
OPERATING PERFORMANCE:
Net asset value, beginning of year .............     $8.71     $8.58     $7.81     $8.67    $11.82
                                                  ------------------------------------------------
Net investment income ..........................      0.29      0.30(a)   0.32(a)   0.34(a)   0.47
  Adjustment for change in
  amortization policy ..........................        --     (0.02)    (0.01)       --        --
                                                  ------------------------------------------------
    Net investment income, as adjusted .........      0.29      0.28      0.31      0.34      0.47
                                                  ------------------------------------------------

Net realized and unrealized gain (loss) ........      0.59      0.35(a)   0.75(a)  (0.76)(a) (1.88)
  Adjustment for change in
  amortization policy ..........................        --      0.02      0.01        --        --
                                                  ------------------------------------------------
    Net realized and unrealized
    gain (loss), as adjusted ...................      0.59      0.37      0.76     (0.76)    (1.88)
                                                  ------------------------------------------------

Total from investment operations ...............      0.88      0.65      1.07     (0.42)    (1.41)
                                                  ------------------------------------------------

LESS DISTRIBUTIONS:
Dividends from net investment income ...........     (0.30)    (0.32)    (0.30)    (0.44)    (0.42)
Distributions from realized gains ..............        --        --        --        --     (1.32)
                                                  ------------------------------------------------
  Total distributions ..........................     (0.30)    (0.32)    (0.30)    (0.44)    (1.74)
                                                  ------------------------------------------------

CAPITAL SHARE TRANSACTIONS:
Effect of rights offering ......................        --     (0.20)       --        --        --
Capital share repurchases ......................        --        --        --        --        --
                                                  ------------------------------------------------
  Total capital share transactions .............        --     (0.20)       --        --        --
                                                  ------------------------------------------------
Net asset value, end of year ...................     $9.29     $8.71     $8.58     $7.81     $8.67
                                                  ================================================

Market value, end of year ......................     $7.84     $7.95     $8.05     $7.55     $8.35

Total Net Asset Value Return (%)(b) ............      10.3       5.2      14.0      (5.2)    (13.3)
Total Investment Return (%)(c) .................       2.5       2.8      10.8      (4.5)      2.2

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in thousands) .........  $114,824  $107,107   $89,801   $81,125   $88,901
Ratio of expenses to average net assets (%) ....       1.2       1.2       1.2       1.2       1.2
Ratio of net investment income to
  average net assets (%) .......................       3.4       3.2(d)    3.8(d)    4.0(d)    5.0
Portfolio turnover rate (%) ....................        82        70        86        89        82
</TABLE>
- --------------------
(a) As previously reported.
(b) Assumes valuation of the Fund's shares, and reinvestment of dividends, at
    net asset values.
(c) Assumes valuation of the Fund's shares at market price and reinvestment of
    dividends at actual reinvestment price.
(d) Ratios for 2004, 2003 and 2002 reflect ratios adjusted for change in
    amortization policy. Ratios previously reported for 2004, 2003 and 2002 were
    3.4%, 3.9% and 3.9%, respectively.


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                                          PAGE 7

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - SEPTEMBER 30, 2005

Principal                                                                     Identified    Value
 Amount                                                                         Cost      (Note 1)
- ---------                                                                     ----------  ----------
             CONVERTIBLE BONDS AND NOTES -- 50.8%
<S>                                                                           <C>         <C>
             AEROSPACE AND DEFENSE -- 0.9%
$1,000,000   L-3 Communications Holdings, Inc. 3% 2035 CODES (Ba3)
             (Acquired 07/27/05 - 07/28/05) (1,2) ........................... $1,011,255  $1,026,250
                                                                              ----------  ----------
             AUTOMOTIVE -- 2.3%
   625,000   CSK Auto Inc. 3.375% 2025 sr. exch. notes (NR)
             (conv. into CSK Auto Corp. common stock)
             (Acquired 07/26/05) (2) ........................................    637,095     593,875
 4,500,000   Lear Corp. 0% 2022 cv. sr. notes (Ba2) .........................  2,208,095   2,050,313
                                                                              ----------  ----------
                                                                               2,845,190   2,644,188
                                                                              ----------  ----------
             BANKING/SAVINGS AND LOAN -- 2.0%
 1,000,000   The Bear Stearns Companies, Inc. 0.25% 2010 medium-term notes
             (A1)(exch. for Fifth Third Bancorp common stock) (1) ...........  1,152,524     836,800
 1,500,000   U.S. Bancorp floating rate 2035 cv. sr. deb. (Aa2)
             (Acquired 08/10/05) (2) ........................................  1,483,503   1,479,000
                                                                              ----------  ----------
                                                                               2,636,027   2,315,800
                                                                              ----------  ----------
             CONSUMER GOODS -- 1.6%
 1,375,000   Church & Dwight Co., Inc. 5.25% 2033 cv. sr. deb. (Ba2) ........  1,375,000   1,840,163
                                                                              ----------  ----------
             ENERGY -- 2.4%
   750,000   OMI Corp. 2.875% 2024 cv. sr. notes (B+) .......................    750,000     691,875
 1,500,000   Oil States International, Inc. 2.375% 2025 contingent cv. sr.
             notes (B+)
             (Acquired 06/16/05) (2) ........................................  1,485,546   2,011,875
                                                                              ----------  ----------
                                                                               2,235,546   2,703,750
                                                                              ----------  ----------
             ENTERTAINMENT -- 4.2%
 1,500,000   EchoStar Communications Corp. 5.75% 2008 cv. sub. notes (B2) ...  1,496,303   1,490,625
 3,250,000   The Walt Disney Company 2.125% 2023 cv. sr. notes (Baa1) .......  3,406,539   3,301,090
                                                                              ----------  ----------
                                                                               4,902,842   4,791,715
                                                                              ----------  ----------
             FINANCIAL AND INSURANCE -- 1.7%
 1,000,000   FTI Consulting, Inc. 3.75% 2012 cv. sr. sub. notes (Ba3)
             (Acquired 07/29/05) (2) ........................................  1,027,541   1,066,200
 1,000,000   Swiss Re America Holding Corp. 3.25% 2021 euro. sub. cv. bonds
             (A1)(conv. into Swiss Reinsurance Company common stock)
             (Acquired 11/15/01 - 12/05/01) (2) .............................  1,006,361    925,950
                                                                              ----------  ----------
                                                                               2,033,902   1,992,150
                                                                              ----------  ----------
             FINANCIAL SERVICES -- 0.9%
 1,000,000   Euronet Worldwide, Inc. 3.50% 2025 cv. deb. (NR)
             (Acquired 09/28/05 - 09/29/05) (1,2) ...........................  1,010,938   1,015,000
                                                                              ----------  ----------
             HEALTH CARE -- 4.9%
 1,500,000   Community Health Systems, Inc. 4.25% 2008 cv. sub. notes (B3) ..  1,505,570   1,747,350
 1,750,000   Isolagen, Inc. 3.5% 2024 cv. sub. notes (NR) ...................  1,768,669     875,000
 2,000,000   Manor Care, Inc. 2.125% 2035 cv. sr. notes (Baa3)
             (Acquired 07/27/05 - 09/20/05) (2) .............................  2,044,185   2,050,000
   500,000   Mentor Corp. 2.75% 2024 cv. sub. notes (NR) ....................    573,118     952,813
                                                                              ----------  ----------
                                                                               5,891,542   5,625,163
                                                                              ----------  ----------
             MULTI-INDUSTRY -- 0.8%
 1,000,000   Lehman Brothers Holdings, Inc. 1% 2011 medium-term notes (A1)
             (performance linked to Cendant Corp. common stock) (1) .........  1,031,672     922,500
                                                                              ----------  ----------
</TABLE>


PAGE 8

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - SEPTEMBER 30, 2005 (CONTINUED)

Principal                                                                     Identified    Value
  Amount                                                                        Cost      (Note 1)
- ----------                                                                   ----------- -----------
             CONVERTIBLE BONDS AND NOTES -- (CONTINUED)
<S>                                                                           <C>         <C>
             PHARMACEUTICALS -- 7.2%
$2,000,000   Amgen, Inc. 0% 2032 LYONs (A2) (1) ............................ $ 1,699,432  $1,599,170
   550,000   CV Therapeutics, Inc. 3.25% 2013 sr. sub. cv. notes (NR) ......     576,509     653,125
 1,500,000   Cephalon, Inc. 2% 2015 cv. sr. sub. notes (B-) .................  1,482,624   1,692,188
 1,250,000   Encysive Pharmaceuticals, Inc. 2.5% 2012 cv. sr. notes (NR) ....  1,267,117   1,326,560
 1,000,000   Ivax Corp. 4.5% 2008 cv. sr. sub. notes (NR) ...................  1,000,660   1,005,000
 1,000,000   Teva Pharmaceutical Finance II, LLC series A 0.5% 2024 cv.
             sr. deb.(BBB)(exch. for Teva Pharmaceutical Industries Ltd. ADR)  1,000,000   1,000,000
 1,000,000   Teva Pharmaceutical Finance II, LLC series B 0.25% 2024 cv.
             sr. deb.(BBB)(exch. for Teva Pharmaceutical Industries Ltd. ADR)  1,000,000   1,032,500
                                                                             ----------- -----------
                                                                               8,026,342   8,308,543
                                                                             ----------- -----------
             RETAIL -- 6.4%
 1,000,000   Amazon.com, Inc. 4.75% 2009 cv. sub. notes (B3) ................    977,500     982,800
 2,000,000   Best Buy Co., Inc. 2.25% 2022 cv. sub. deb. (Ba1) (1) ..........  2,278,507   2,195,960
 1,250,000   Casual Male Retail Group, Inc. 5% 2024 cv. sr. sub. notes (NR) .  1,292,855   1,135,938
 1,000,000   Dick's Sporting Goods, Inc. 1.6061% 2024 sr. cv. notes (B) .....    668,889     680,000
 3,000,000   The TJX Companies, Inc. 0% 2021 LYONs (Baa1) ...................  2,524,913   2,309,160
                                                                             ----------- -----------
                                                                               7,742,664   7,303,858
                                                                             ----------- -----------
             TECHNOLOGY -- 8.4%
 1,250,000   Advanced Micro Devices, Inc. 4.75% 2022 cv. sr. deb. (B3) (1) ..  1,447,925   1,421,875
 2,000,000   Citigroup Funding, Inc. 1% 2010 medium-term notes (Aa1)
             (exch. into cash equivalent of a basket of technology stocks)(1)  2,019,330   1,877,800
 2,250,000   International Rectifier Corp. 4.25% 2007 cv. sub. notes (B2) ...  2,242,713   2,216,250
 1,500,000   LSI Logic Corp. 4% 2010 cv. sub. notes (B) .....................  1,483,048   1,588,050
 1,500,000   Sybase, Inc. 1.75% 2025 cv. sub. notes (NR) ....................  1,492,164   1,631,250
 1,000,000   Vishay Intertechnology, Inc. 3.625% 2023 cv. sub. notes (B3) ...    957,742     960,000
                                                                             ----------- -----------
                                                                               9,642,922   9,695,225
                                                                             ----------- -----------
             TELECOMMUNICATIONS -- 5.4%
 1,000,000   Comverse Technology, Inc. 0% 2023 ZYPS (BB-) (3) ...............  1,149,375   1,496,750
 1,000,000   Lucent Technologies, Inc. 2.75% 2023 series A cv. sr. deb. (B1).  1,000,000   1,145,240
   500,000   Lucent Technologies, Inc. 2.75% 2025 series B cv. sr. deb. (B1).    500,000     599,390
 1,250,000   Nortel Networks Corp. 4.25% 2008 cv. sr. notes (B3) ............  1,274,444   1,182,750
 1,500,000   Tekelec, Inc. 2.25% 2008 sr. sub. cv. notes (NR) ...............  1,510,670   1,813,125
                                                                             ----------- -----------
                                                                               5,434,489   6,237,255
                                                                             ----------- -----------
             UTILITIES -- 1.7%
 1,500,000   CMS Energy Corp. 2.875% 2024 cv. sr. notes (B1) ................  1,500,000   1,927,500
                                                                             ----------- -----------
             TOTAL CONVERTIBLE BONDS AND NOTES ..............................$57,320,331 $58,349,060
                                                                             ----------- -----------
  Shares     CONVERTIBLE PREFERRED STOCKS -- 23.6%
- ----------
             BANKING/SAVINGS AND LOAN -- 5.2%
    40,000   National Australia Bank Ltd. 7.875% exch. capital units (NR) ...  1,038,700   1,640,000
    20,000   New York Community Bancorp, Inc. 6% BONUSES units (Baa2) .......  1,306,838     966,000
    35,000   Sovereign Capital Trust IV 4.375% PIERS (Ba1)
             (exch. for Sovereign Bancorp, Inc. common stock) (1) ...........  1,891,909   1,544,375
    35,000   Washington Mutual Capital Trust 5.375% PIERS units (Baa1)
             (exch. for Washington Mutual, Inc. common stock) ...............  1,773,125   1,813,438
                                                                             ----------- -----------
                                                                               6,010,572   5,963,813
                                                                             ----------- -----------
             CHEMICALS -- 1.8%
    80,000   Celanese Corp. 4.25% cv. perp. pfd. (NR) .......................  1,931,748   2,112,400
                                                                             ----------- -----------


                                                                                              PAGE 9
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - SEPTEMBER 30, 2005 (CONTINUED)

                                                                              Identified    Value
  Shares                                                                        Cost      (Note 1)
- ----------                                                                   ----------- -----------
             CONVERTIBLE PREFERRED STOCKS -- CONTINUED
<S>                                                                           <C>         <C>
             ENERGY -- 7.9%
  16,500     Chesapeake Energy Corp. 5% cum. cv. pfd. (B) .................. $ 1,832,500 $ 2,739,000
  17,000     Chesapeake Energy Corp. 4.5% cum. cv. pfd. (B) ................   1,794,250   1,901,875
  10,000     Semco Energy, Inc. 5% series B cv. cum. pfd. (B-) .............   2,025,096   2,061,250
  20,000     The Williams Companies, Inc. 5.5% 2033 jr. sub. cv. deb. (B-) .   1,015,000   2,340,000
                                                                             ----------- -----------
                                                                               6,666,846   9,042,125
                                                                             ----------- -----------
             FINANCIAL AND INSURANCE -- 6.8%
  75,000     Citigroup Funding, Inc. variable rate 2008 exch. notes (Aa1)
             (exch. for Genworth Financial, Inc. common stock) .............   2,212,500   2,360,475
      20     Fannie Mae 5.375% non-cumulative cv. pfd. (Aa3)
             (Acquired 12/29/04 - 01/11/05) (2) ............................   2,078,125   1,840,000
  20,000     Reinsurance Group of America, Inc. 5.75% PIERS (Baa2) .........   1,000,000   1,170,000
 100,000     The St. Paul Travelers Cos., Inc. 4.5% 2032
             cv. jr. sub. notes (Baa1) .....................................   2,414,175   2,406,000
                                                                             ----------- -----------
                                                                               7,704,800   7,776,475
                                                                             ----------- -----------
             MINING -- 1.9%
   2,000     Freeport-McMoRan Copper and Gold, Inc. 5.5% cv. perp. pfd.(B-).   1,961,987   2,218,420
                                                                             ----------- -----------

             TOTAL CONVERTIBLE PREFERRED STOCKS ............................ $24,275,953 $27,113,233
                                                                             ----------- -----------
             MANDATORY CONVERTIBLE SECURITIES -- 17.7% (4)

             CHEMICALS -- 1.5%
  40,000     Huntsman Corp. 5% mand. cv. pfd. 02/16/08 (NR) ................   2,011,296   1,778,120
                                                                             ----------- -----------
             CONSUMER GOODS -- 1.2%
  35,000     Constellation Brands, Inc. dep. shs. representing 5.75%
             series A mand. cv. pfd. 09/01/06 (B) ..........................   1,088,795   1,367,100
                                                                             ----------- -----------
             ENERGY -- 3.5%
  20,000     Amerada Hess Corp. 7% mand. cv. pfd. ACES 12/01/06 (Ba3) ......   1,015,000   2,332,600
  15,000     Valero Energy Corp. 2% mand. cv. pfd. 07/01/06 (BB) ...........     452,250   1,679,370
                                                                             ----------- -----------
                                                                               1,467,250   4,011,970
                                                                             ----------- -----------
             FINANCIAL AND INSURANCE -- 6.8%
  25,000     The Chubb Corp. 7% equity units 08/16/06 (A2) (1) .............     742,084     816,250
  30,000     Merrill Lynch & Co., Inc. 6.75% mand. exch. sec. 10/15/07 (Aa3)
             (exch. for Nuveen Investments, Inc. common stock) .............   1,020,000   1,124,820
  80,000     MetLife, Inc. 6.375% common equity units 08/15/08 (BBB+) ......   2,084,000   2,263,200
  42,500     Morgan Stanley, Inc. 5.875% mand. exch. sec. 10/15/08 (Aa3)
             (exch. for Nuveen Investments, Inc. common stock) .............   1,445,000   1,592,475
  40,000     The PMI Group, Inc. 5.875% HITS units 11/15/06 (A1) (1) .......     998,540     988,000
  45,000     XL Capital, Ltd. 6.5% equity security units 05/15/07 (A2) .....   1,137,000   1,023,750
                                                                             ----------- -----------
                                                                               7,426,624   7,808,495
                                                                             ----------- -----------
             FOODS -- 1.8%
  40,000     Albertson's, Inc. 7.25% HITS units 05/16/07 (Baa3) (1) ........   1,013,514   1,012,800
  40,000     Lehman Brothers Holdings, Inc. 6.25% PIES 10/15/07 (A1)
             (exch. for General Mills, Inc. common stock) ..................   1,058,000   1,048,000
                                                                             ----------- -----------
                                                                               2,071,514   2,060,800
                                                                             ----------- -----------
             PHARMACEUTICALS -- 2.9%
  20,000     Baxter International, Inc. 7% equity units 02/16/06
             (Baa1) (1) ....................................................     973,450   1,144,200
  40,000     Schering-Plough Corp. 6% mand. cv. pfd. 09/14/07 (Baa3) .......   2,050,150   2,169,200
                                                                             ----------- -----------
                                                                               3,023,600   3,313,400
                                                                             ----------- -----------

             TOTAL MANDATORY CONVERTIBLE SECURITIES (4) .................... $17,089,079 $20,339,885
                                                                             ----------- -----------


PAGE 10
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- ----------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - SEPTEMBER 30, 2005 (CONTINUED)

Principal
  Amount                                                                   Identified     Value
or Shares                                                                     Cost       (Note 1)
- ----------                                                                ------------ ------------
                 COMMON STOCKS -- 3.5%
<S>                                                                        <C>         <C>
                 HEALTH CARE -- 0.8%
    21,115  shs  LifePoint Hospitals, Inc. (3)  ......................... $    993,750 $    923,359
                                                                          ------------ ------------
                 MULTI-INDUSTRY -- 0.5%
    25,000  shs  Cendant Corp. ..........................................      561,500      516,000
                                                                          ------------ ------------
                 PHARMACEUTICALS -- 1.4%
    26,300  shs  Johnson & Johnson ......................................    1,512,835    1,664,264
                                                                          ------------ ------------
                 TELECOMMUNICATIONS -- 0.8%
    40,000  shs  SBC Communications, Inc. ...............................    1,063,000      958,800
                                                                          ------------ ------------

                 TOTAL COMMON STOCKS .................................... $  4,131,085 $  4,062,423
                                                                          ------------ ------------
                 SHORT-TERM SECURITIES -- 3.8%

                 COMMERCIAL PAPER -- 3.8%
$4,300,000       American Express Credit Corp. (P1)
                 (3.70% maturing 10/04/05) ..............................    4,297,790    4,297,790
                                                                          ------------ ------------
                 U.S. GOVERNMENT OBLIGATIONS -- 0.0%
    11,000       U.S. Treasury notes 2.25% 04/30/06 (Aaa) (5) ...........       10,887       10,893
                                                                          ------------ ------------
                 TOTAL SHORT-TERM SECURITIES ............................ $  4,308,677 $  4,308,683
                                                                          ------------ ------------
                 TOTAL CONVERTIBLE BONDS AND NOTES -- 50.8% .............   57,320,331   58,349,060
                 TOTAL CONVERTIBLE PREFERRED STOCKS -- 23.6% ............   24,275,953   27,113,233
                 TOTAL MANDATORY CONVERTIBLE SECURITIES -- 17.7% ........   17,089,079   20,339,885
                 TOTAL COMMON STOCKS -- 3.5% ............................    4,131,085    4,062,423
                 TOTAL SHORT-TERM SECURITIES -- 3.8% ....................    4,308,677    4,308,683
                                                                          ------------ ------------
                 TOTAL INVESTMENTS -- 99.4% ..............................$107,125,125  114,173,284
                                                                          ============
                 OTHER ASSETS AND LIABILITIES, NET -- 0.6% ..............                   650,585
                                                                                       ------------
                 TOTAL NET ASSETS -- 100.0% .............................              $114,823,869
                                                                                       ============
</TABLE>

(1) Contingent payment debt instrument which accrues contingent interest. See
    Note 1(b).
(2) Security not registered under the Securities Act of 1933, as amended (e.g.,
    the security was purchased in a Rule 144A transaction). The security may be
    resold only pursuant to an exemption from registration under the 1933 Act,
    typically to qualified institutional buyers. The Fund generally has no
    rights to demand registration of these securities. The aggregate market
    value of these securities at September 30, 2005 was $12,008,150 which
    represented 10.5% of the Fund's net assets.
(3) Non-income producing security.
(4) These securities are required to be converted on the dates listed; they
    generally may be converted prior to these dates at the option of the holder.
(5) Collateral for a letter of credit.

<TABLE>
<CAPTION>
<S>                                                  <C>
ACES     Automatic Convertible Equity Securities.    LYONs    Liquid Yield Option Notes.
ADR      American Depositary Receipts.               PIES     Premium Income Exchangeable Securities.
BONUSES  Bifurcated Option Note Unit Securities.     PIERS    Preferred Income Equity Redeemable Securities.
CODES    Convertible Contingent Debt Securities.     ZYPS     Zero Yield Puttable Securities.
HITS     Hybrid Income Term Security.
</TABLE>

Ratings in parentheses by Moody's Investors Service, Inc. or Standard & Poor's.
NR is used whenever a rating is unavailable.


                                                                         PAGE 11

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES
Ellsworth Convertible Growth and Income Fund, Inc. (the "Fund"), established in
1986, is registered under the Investment Company Act of 1940 as a diversified,
closed-end management investment company. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies consistently followed by the Fund in the
preparation of its financial statements:

(A) SECURITY VALUATION
Investments in securities traded on a national securities exchange are valued at
market using the last reported sales price as of the close of regular trading.
Unlisted securities traded in the over-the-counter market and listed securities
for which no sales were reported, are valued at the mean between closing
reported bid and asked prices as of the close of regular trading. Securities for
which quotations are not readily available, restricted securities and other
assets are valued at fair value as determined in good faith by management with
the approval of the Board of Directors. Short-term debt securities with initial
maturities of 60 days or less are valued at amortized cost.

(B) SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade date (date the order to buy
or sell is executed) with gain or loss on the sale of securities being
determined based upon identified cost. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis, including
accretion of discounts and amortization of non-equity premium. For certain
securities, known as "contingent payment debt instruments," Federal tax
regulations require the Fund to record non-cash, "contingent" interest income in
addition to interest income actually received. Contingent interest income
amounted to 5 cents per share for the year ended September 30, 2005. In
addition, Federal tax regulations require the Fund to reclassify realized gains
on contingent payment debt instruments to interest income. At September 30, 2005
there were unrealized gains of approximately 3 cents per share on contingent
payment debt instruments.

(C) CHANGES IN METHOD OF ACCOUNTING FOR BOND PREMIUM AND DISCOUNT AMORTIZATION
Effective October 1, 2004, the Fund began amortizing discounts and premiums on
all debt securities. Prior to October 1, 2004, the Fund amortized discounts on
original issue discount debt securities. The new method of amortization was
adopted in accordance with the provisions of the AICPA Audit and Accounting
Guide, Audits of Investment Companies and the financial highlights and statement
of changes in net assets presented herein have been restated to reflect the new
method retroactive to October 1, 2001.

The effect of this accounting change is included in the financial highlights for
the years ended September 30, 2002, 2003 and 2004, and in the statement of
changes in net assets for the year ended September 30, 2004. The cumulative
effect of this accounting change had no impact on the total net assets of the
Fund or on distributions for tax purposes, but resulted in a $79,579 increase in
the cost of securities held and a corresponding $79,579 reduction in the net
unrealized gains based on the securities held on October 1, 2001. The impact of
this change during the twelve months ended September 30, 2005 was to reduce net
investment income by $100,871, increase unrealized gains by $83,316 and increase
realized gains by $17,555. These changes had no effect on previously reported
total net assets or total returns.


PAGE 12

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED

(D) FEDERAL INCOME TAXES
The Fund's policy is to distribute substantially all of its taxable income
within the prescribed time and to otherwise comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies. Therefore,
no provision for federal income or excise taxes is believed necessary.

At September 30, 2005, the Fund had a capital loss carryforward of $3,010,788
available to the extent allowed by tax law to offset future net capital gains,
if any. To the extent that the carryforward is used, no capital gains
distributions will be made. The carryforward expires in 2011. The Fund utilized
net capital loss carryforwards of $1,904,485 during the year ended September 30,
2005.

(E) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders from net investment income are recorded by the
Fund on the ex-dividend date. Distributions from capital gains, if any, are
recorded on the ex-dividend date and paid annually. The amount and character of
income and capital gains to be distributed are determined in accordance with
income tax regulations, which may differ from generally accepted accounting
principles. The tax character of distributions paid during the years ended
September 30, 2005 and 2004 were $3,641,418 and $3,681,116, respectively, both
from ordinary income.

At September 30, 2005 the components of distributable net assets and the federal
tax cost were as follows:

   Unrealized appreciation                $ 11,163,962
   Unrealized depreciation                  (4,199,119)
                                          ------------
   Net unrealized appreciation               6,964,843
   Undistributed ordinary income             1,136,847
   Tax basis capital loss carryforward      (3,010,788)

   Cost for federal income tax purposes   $107,208,441


2. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The management fee is paid to the investment adviser, Davis-Dinsmore Management
Company (the "Adviser"). The contract provides for payment of a monthly advisory
fee, computed at an annual rate of 0.75 of 1% of the first $100,000,000 and 0.50
of 1% of the excess over $100,000,000 of the Fund's net asset value in such
month.

The Adviser furnishes investment advice, office equipment and facilities, and
pays the salaries of all executive officers of the Fund. The Fund pays all
expenses incurred by it and not assumed by the Adviser and in addition will pay
the costs and expenses of its Treasurer's office, up to a maximum of $25,000 per
year, incurred in connection with its performance of certain services for the
Fund. These services include the valuation of securities owned by the Fund, and
the preparation of financial statements and schedules of the Fund's investments
for inclusion in certain periodic reports to the Fund's Board of Directors and
to the U.S. Securities and Exchange Commission, the maintenance of files
relating to the foregoing, and rent, personnel costs and other overhead expenses
allocable to the aforementioned services.


                                                                         PAGE 13

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.   CAPITAL STOCK
At September 30, 2005 there were 12,362,269 shares of $.01 par value common
stock outstanding, (20,000,000 shares authorized). During the years ended
September 30, 2005 and 2004, 64,142 shares and 81,307 shares were issued in
connection with reinvestment of dividends from net investment income, resulting
in an increase in paid-in capital of $506,725 and $648,017, respectively.

4.   PORTFOLIO ACTIVITY
Purchases and sales of investments, exclusive of corporate short-term notes,
aggregated $85,284,439 and $85,383,232, respectively, for the year ended
September 30, 2005.


- --------------------------------------------------------------------------------
FEDERAL TAX INFORMATION (UNAUDITED)

In accordance with subchapter M of the Internal Revenue Code of 1986, as
amended, for the year ended September 30, 2005, 22.3% of the dividends paid from
ordinary income qualified for the dividends received deduction for corporations.
Certain dividends paid by the Fund for the fiscal year ended September 30, 2005
may be subject to a maximum tax rate of 15%, as provided for by the Jobs and
Growth Tax Relief Reconciliation Act of 2003. The Fund intends to designate up
to a maximum amount of $810,288 as taxed at a maximum rate of 15%.

Shareholders should not use the above information to prepare their tax returns.
Since the Fund's fiscal year is not the calendar year, another notification will
be sent with respect to calendar year 2005. Such notification, which will
reflect the amount to be used by taxpayers on their federal income tax returns,
will be made in conjunction with Form 1099 DIV and will be mailed in January
2006. Shareholders are advised to consult their own tax advisers with respect to
the tax consequences of their investment in the Fund.


PAGE 14

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
   ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments of the Ellsworth Convertible Growth and Income
Fund, Inc. (the "Fund"), as of September 30, 2005, and the related statement of
operations, the statement of changes in net assets, and the financial highlights
for the year then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit. The statement of changes in net assets for the year ended September 30,
2004 and the financial highlights for each of the years ended September 30,
2004, September 30, 2003, September 30, 2002 and September 30, 2001, have been
audited by other auditors, whose reports dated October 29, 2004, October 20,
2003, October 14, 2002 and October 13, 2001 express an unqualified opinion.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 2005, by correspondence with the custodian and brokers. Where
brokers have not replied to our confirmation requests, we have carried out other
appropriate auditing procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly in all material respects, the financial position of the
Ellsworth Convertible Growth and Income Fund, Inc. as of September 30, 2005, the
results of its operations, the changes in its net assets, and its financial
highlights for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.


TAIT, WELLER & BAKER LLP


Philadelphia, Pennsylvania
November 4, 2005


                                                                         PAGE 15

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
MISCELLANEOUS NOTES


AUTOMATIC DIVIDEND INVESTMENT AND CASH PAYMENT PLAN

The Fund has an Automatic Dividend Investment and Cash Payment Plan (the
"Plan"). Any shareholder may elect to join the Plan by sending an application
to American Stock Transfer & Trust Company, P.O. Box 922, Church Street Station,
NY 10269-0560 (the "Plan Agent"). You may also obtain additional information
about the Plan by calling the Plan Agent toll free at (800) 937-5449. If your
shares are held by a broker or other nominee, you should instruct the nominee to
join the Plan on your behalf. Some brokers may require that your shares be taken
out of the broker's "street name" and re-registered in your own name.
Shareholders should also contact their broker to determine whether shares
acquired through participation in the Plan can be transferred to another broker,
and thereafter, whether the shareholder can continue to participate in the Plan.

Under the Plan, all dividends and distributions are automatically invested in
additional Fund shares. Depending on the circumstances, shares may either be
issued by the Fund or acquired through open market purchases at the current
market price or net asset value, whichever is lower (but not less than 95% of
market price). When the market price is lower, the Plan Agent will combine your
dividends with those of other Plan participants and purchase shares in the
market, thereby taking advantage of the lower commissions on larger purchases.
There is no other charge for this service.

All dividends and distributions made by the Fund (including capital gain
dividends and dividends designated as qualified dividend income, which are
eligible for taxation at lower rates) remain taxable to Plan participants,
regardless of whether such dividends and distributions are reinvested in
additional shares of the Fund through open market purchases or through the
issuance of new shares. Plan participants will be treated as receiving the cash
used to purchase shares on the open market and, in the case of any dividend or
distribution made in the form of newly issued shares, will be treated as
receiving an amount equal to the fair market value of such shares as of the
reinvestment date. Accordingly, a shareholder may incur a tax liability even
though such shareholder has not received a cash distribution with which to pay
the tax.

Plan participants may also voluntarily send cash payments of $100 to $10,000 per
month to the Plan Agent, to be combined with other Plan monies, for purchase of
additional Fund shares in the open market. You pay only a bank service charge of
$1.25 per transaction, plus your proportionate share of the brokerage
commission. All shares and fractional shares purchased will be held by the Plan
Agent in your dividend reinvestment account. You may deposit with the Plan Agent
any Ellsworth stock certificates you hold, for a one-time fee of $7.50.

At any time, a Plan participant may instruct the Plan Agent to liquidate all or
any portion of such Plan participant's account. To do so, a Plan participant
must deliver written notice to the Plan Agent prior to the record date of any
dividend or distribution requesting either liquidation or a stock certificate.
The Plan Agent will combine all liquidation requests it receives from Plan
participants on a particular day and will then sell shares of the Fund that are
subject to liquidation requests in the open market. The amount of proceeds a
Plan participant will receive shall be determined by the average sales price per
share, after deducting brokerage commissions, of all shares sold by the Plan
Agent for all Plan participants who have given the Plan Agent liquidation
requests.

The Plan Agent or the Fund may terminate the Plan for any reason at any time by
sending written notice addressed to Plan participant's address as shown on the
Plan Agent's records. Following the date of termination, the Plan Agent shall
send the Plan participant either the proceeds of liquidation, or a stock
certificate or certificates for the full shares held by the Plan Agent in the
Plan participant's account. Additionally, a check will be sent for the value of
any fractional interest in the Plan participant's account based on the market
price of the Fund's Common Stock on that date.


PAGE 16

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
MISCELLANEOUS NOTES (CONTINUED)

NOTICE OF PRIVACY POLICY
The Fund has adopted a privacy policy in order to protect the confidentiality of
nonpublic personal information that we have about you. We receive personal
information, such as your name, address and account balances, when transactions
occur in Ellsworth shares registered in your name.

We may disclose this information to companies that perform services for the
Fund, such as the Fund's transfer agent or proxy solicitors. These companies may
only use this information in connection with the services they provide to the
Fund, and not for any other purpose. We will not otherwise disclose any
nonpublic personal information about our stockholders or former stockholders to
anyone else, except as required by law.

Access to nonpublic information about you is restricted to our employees and
service providers who need that information in order to provide services to you.
We maintain physical, electronic and procedural safeguards that comply with
federal standards to guard your nonpublic personal information.

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

FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS
In addition to the semi-annual and annual reports that Ellsworth delivers to
shareholders and makes available through the Ellsworth public website, the Fund
files a complete schedule of portfolio holdings with the Securities and Exchange
Commission (SEC) for the Fund's first and third fiscal quarters on Form N-Q.
Ellsworth does not deliver the schedule for the first and third fiscal quarters
to shareholders, however the schedule is posted to the Ellsworth public website,
www.ellsworthfund.com. You may obtain the Form N-Q filings by accessing the
SEC's website at www.sec.gov. You may also review and copy them at the SEC's
Public Reference Room in Washington, DC. Information on the operation of the
SEC's Public Reference Room may be obtained by calling the SEC at (800)
SEC-0330.

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

PROXY VOTING POLICIES AND PROCEDURES / PROXY VOTING RECORD
The Fund's policies and procedures with respect to the voting of proxies
relating to the Fund's porfolio securities are available without charge, upon
request, by calling (973) 631-1177, or at our website at www.ellsworthfund.com.
This information is also available on the SEC's website at www.sec.gov. In
addition, information on how the Fund voted such proxies relating to portfolio
securities during the most recent twelve-month period ended June 30, is
available without charge at the above sources.

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

The Fund is a member of the Closed-End Fund Association (CEFA). Its website
address is www.cefa.com. CEFA is solely responsible for the content of its
website.

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

DISCLOSURE OF PORTFOLIO HOLDINGS TO BROKER-DEALERS
From time to time, brokers with whom the Fund's Adviser, Davis-Dinsmore
Management Company, has a pre-existing relationship may request that the Adviser
disclose Fund portfolio holdings to such broker in advance of the public
disclosure of such portfolio holdings. The Adviser may make such disclosure
under the following conditions: (i) the specific purpose of the disclosure is to
assist the Adviser in identifying potential investment opportunities for the
Funds; (ii) prior to the receipt of non-public portfolio holdings, the broker,
by means of e-mail or other written communication, shall agree to keep the
nonpublic portfolio holdings confidential and not to use the information for
the bro-ker's own benefit, except in connection with the above described purpose
for which it was disclosed; (iii) the Adviser shall keep written records of its
agreement with each broker to which it distributes nonpublic portfolio
holdings; and (iv) the Adviser will secure a new agreement with a broker any
time the broker directs the nonpublic portfolio holdings to be sent to a new
recipient.


                                                                         PAGE 17

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
                                    DIRECTORS


Each director is also a director of Bancroft Convertible Fund, Inc.(Bancroft)(a
closed-end management investment company). Davis-Dinsmore Management Company
(Davis-Dinsmore) is the Fund's investment adviser and is also the investment
adviser to Bancroft. Because of this connection, the Fund and Bancroft make up a
Fund Complex. Therefore, each director oversees two investment companies in the
Fund Complex.
- --------------------------------------------------------------------------------
Personal                        Principal Occupation(s) During Past Five Years;
Information                     Other Directorship(s)
- --------------------------------------------------------------------------------

INDEPENDENT DIRECTORS

Gordon F. Ahalt                 Retired. Prior to 2001, President of G.F.A. Inc.
  65 Madison Avenue             (a petroleum industry consulting company);
  Suite 550                     Director of Bancroft and CalDive International
  Morristown, NJ 07960          (a diving service company).
  Term expires 2007
  Director since 1986
  Age 77

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

William A. Benton               Retired. Prior to 2001, Partner of BE Partners
  65 Madison Avenue             (a small options market maker); Director of
  Suite 550                     Bancroft.
  Morristown, NJ 07960
  Term expires 2006
  Director since 1986
  Age 72

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

Elizabeth C. Bogan, Ph.D.       Senior Lecturer in Economics at Princeton
  65 Madison Avenue             University; Director of Bancroft.
  Suite 550
  Morristown, NJ 07960
  Term expires 2007
  Director since 1986
  Age 61

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

Donald M. Halsted, Jr.          Retired Business Executive; Director of
  65 Madison Avenue             Bancroft.
  Suite 550
  Morristown, NJ 07960
  Term expires 2008
  Director since 1986
  Age 78

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

Duncan O. McKee                 Retired Attorney; Director of Bancroft.
  65 Madison Avenue
  Suite 550
  Morristown, NJ 07960
  Term expires 2008
  Director since 1996
  Age 74


PAGE 18

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
                              DIRECTORS (CONTINUED)


Personal                        Principal Occupation(s) During Past Five Years;
Information                     Other Directorship(s)
- --------------------------------------------------------------------------------

INDEPENDENT DIRECTORS (CONTINUED)

Robert J. McMullan              Since 2005, Chief Executive Officer of Control
  65 Madison Avenue             Point Solutions, Inc. (a telecommunications
  Suite 550                     service provider). Prior to 2004, Senior Vice
  Morristown, NJ 07960          President and Chief Financial Officer of
  Term expires 2006             Conexant Systems, Inc. (a semiconductor
  Director since 2004           manufacturing company); Director of Bancroft
  Age 51                        and Control Point Solutions, Inc.

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

Nicolas W. Platt                Since January 2003, President of CNC-US (an
  65 Madison Avenue             international consulting company). Prior to
  Suite 550                     January 2003, Senior Partner of Platt &
  Morristown, NJ 07960          Rickenbach (a public relations firm). Prior to
  Term expires 2007             May 2001, with WPP Group, UK and its public
  Director since 1997           relations subsidiaries, Ogilvy Public Relations,
  Age 52                        Burson-Marsteller and Robinson Lehr Montgomery;
                                Director of Bancroft.

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

INTERESTED DIRECTORS

Thomas H. Dinsmore, C.F.A. (1)  Chairman and Chief Executive Officer of the
  65 Madison Avenue             Fund, Bancroft and Davis-Dinsmore; Director of
  Suite 550                     Bancroft and Davis-Dinsmore.
  Morristown, NJ 07960
  Term expires 2008
  Director since 1986
  Chairman of the Board
  since 1996
  Age 52

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

Jane D. O'Keeffe (1)
  65 Madison Avenue             President of the Fund, Bancroft and
  Suite 550                     Davis-Dinsmore; Director of Bancroft and
  Morristown, NJ 07960          Davis-Dinsmore.
  Term expires 2006
  Director since 1995
  Age 50

- --------------------------------------------------------------------------------
(1) Mr. Dinsmore and Ms. O'Keeffe are considered interested persons because they
    are officers and directors of Davis-Dinsmore. They are brother and sister.


                                                                         PAGE 19

<PAGE>

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
                               PRINCIPAL OFFICERS

The business address of each officer is 65 Madison Avenue, Suite 550,
Morristown, NJ 07960. Officers are elected by and serve at the pleasure of the
Board of Directors. Each officer holds office until the annual meeting to be
held in 2006, and thereafter until his or her respective successor is duly
elected and qualified.

- --------------------------------------------------------------------------------
Personal
Information                     Principal Occupation(s) During Past Five Years
- --------------------------------------------------------------------------------

Thomas H. Dinsmore, C.F.A.      Director, Chairman and Chief Executive Officer
  (1,2,3) Director, Chairman    of the Fund, Bancroft and Davis-Dinsmore.
  and Chief Executive Officer
  Officer since 1986
  Age 52

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

Jane D. O'Keeffe (1,2,3)        Director and President of the Fund, Bancroft and
  Director and President        Davis-Dinsmore.
  Officer since 1994
  Age 50

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

Gary I. Levine                  Executive Vice President and Chief Financial
  Executive Vice President,     Officer of the Fund, Bancroft and Davis-Dinsmore
  Chief Financial Officer and   since 2004. Secretary of the Fund, Bancroft and
  Secretary                     Davis-Dinsmore since 2003. Treasurer of
  Officer since 1986            Davis-Dinsmore since 1997. Vice President of the
  Age 48                        Fund, Bancroft and Davis-Dinsmore from 2002
                                until 2004. Treasurer of the Fund and Bancroft
                                from 1993 until 2004.

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

H. Tucker Lake, Jr. (2,4)       Vice President of the Fund and Bancroft since
  Vice President                2002, and of Davis-Dinsmore since 1997. Vice
  Officer since 1994            President, Trading, of the Fund and Bancroft
  Age 58                        from 1994 to 2002.

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

Germaine M. Ortiz               Vice President of the Fund, Bancroft and
  Vice President                Davis-Dinsmore.
  Officer since 1996
  Age 36

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

Mercedes A. Pierre              Vice President and Chief Compliance Officer
  Vice President and            of the Fund, Bancroft and Davis-Dinsmore since
  Chief Compliance Officer      2004, and Assistant Treasurer from 1998 to 2004.
  Officer since 1998
  Age 44

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

Joshua P. Lake, C.T.P. (3,4)    Treasurer of the Fund and Bancroft since 2004.
  Treasurer and Assistant       Assistant Secretary of the Fund, Bancroft and
  Secretary                     Davis-Dinsmore since 2002. Assistant Treasurer
  Officer since 2002            of Davis-Dinsmore, also since 2002.
  Age 29

- --------------------------------------------------------------------------------
(1) Mr. Dinsmore and Ms. O'Keeffe are brother and sister.
(2) Mr. H. Tucker Lake, Jr. is the cousin of Mr. Dinsmore and Ms. O'Keeffe.
(3) Mr. Joshua Lake is the cousin of Mr. Dinsmore and Ms. O'Keeffe.
(4) Mr. H. Tucker Lake, Jr. is the father of Mr. Joshua Lake.


PAGE 20

<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>

BOARD OF DIRECTORS                                        INTERNET
GORDON F. AHALT                                           www.ellsworthfund.com
WILLIAM A. BENTON                                         email: info@ellsworthfund.com
ELIZABETH C. BOGAN Ph.D.
THOMAS H. DINSMORE, C.F.A.                                INVESTMENT ADVISER
DONALD M. HALSTED, JR.                                    Davis-Dinsmore Management Company
DUNCAN O. MCKEE                                           65 Madison Avenue, Suite 550
ROBERT J. MCMULLAN                                        Morristown, NJ 07960
JANE D. O'KEEFFE                                          (973) 631-1177
NICOLAS W. PLATT
                                                          SHAREHOLDER SERVICES AND TRANSFER AGENT
                                                          American Stock Transfer & Trust Company
OFFICERS                                                  59 Maiden Lane
THOMAS H. DINSMORE, C.F.A.                                New York, NY 10038
Chairman of the Board                                     (800) 937-5449
  and Chief Executive Officer                             www.amstock.com

JANE D. O'KEEFFE                                          COMMON STOCK LISTING
President                                                 American Stock Exchange Symbol: ECF

GARY I. LEVINE                                            LEGAL COUNSEL
  Executive Vice President, Chief Financial Officer       Ballard Spahr Andrews & Ingersoll LLP
  and Secretary
                                                          INDEPENDENT ACCOUNTANTS
H. TUCKER LAKE, JR.                                       Tait, Weller & Baker LLP
Vice President

GERMAINE M. ORTIZ
Vice President

MERCEDES A. PIERRE
Vice President and Chief Compliance Officer

JOSHUA P. LAKE, C.T.P.
Treasurer and Assistant Secretary

JESSICA K. LAKE
Assistant Vice President

JOANN VENEZIA
Assistant Vice President and Assistant Secretary
</TABLE>

- --------------------------------------------------------------------------------
Pursuant to Section 23 of the Investment Company Act of 1940, notice is hereby
given that the Fund may in the future purchase shares of its own Common Stock
from time to time, at such times, and in such amounts, as may be deemed
advantageous to the Fund. Nothing herein shall be considered a commitment to
purchase such shares.

<PAGE>

               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
                          65 MADISON AVENUE, SUITE 550
                          MORRISTOWN, NEW JERSEY 07960
                              www.ellsworthfund.com


                                     [LOGO]
                                    AMERICAN
                                 STOCK EXCHANGE
                                 --------------
                                     LISTED
                                 --------------
                                     ECF(TM)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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