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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees
 Ellsworth Fund Ltd.

In planning and performing our audit of the financial statements of Ellsworth
Fund Ltd. (formerly Ellsworth Convertible Growth and Income Fund, Inc.) (the
"Fund") as of and for the year ended September 30, 2006, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), we
considered its internal control over financial reporting, including control
activities for safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting. Accordingly, we express no such opinion.

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

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

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


Shareholders and Board of Trustees
Ellsworth Fund Ltd
Page Two


Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States).   However, we
noted no deficiencies in the Fund's internal control over financial reporting
and its operation, including controls for safeguarding securities that we
consider to be material weaknesses, as defined above, as of September 30, 2006.

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


		TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
November 3, 2006























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