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<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>e0907ex-99_code.txt
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EX-99.CODE ETH

Bancroft Fund Ltd.
Ellsworth Fund Ltd.
Code of Ethics for Principal Officers
Amended Effective April 16, 2007

I.	Preamble
      This Code of Ethics ("Code") is adopted by the Board of Trustees of
Bancroft Fund Ltd. and Ellsworth Fund Ltd. (the "Funds") in accordance with
Section 406 of the Sarbanes-Oxley Act of 2002 and the code of ethics standards
established in applicable rules and regulations under the Investment Company
Act of 1940, as amended.  The Funds are adopting this Code to establish as a
policy of the Funds written standards that are reasonably designed to deter
wrongdoing and to promote:
      A.	Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
      B.	Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Funds file with, or submit to, the Securities
and Exchange Commission (the "Commission" or "SEC") and in other public
communications made by the Funds;
      C.	Compliance with applicable governmental laws, rules, and regulations;
      D.	The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
      E.	Accountability for adherence to the Code.

II.	Applicability
      The provisions of this Code shall apply to all Principal Officers of the
Funds.

III.	Definitions
      Principal Officer means the principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions on behalf of the Funds regardless of whether these
individuals are employed by the Funds or by a third party, including Davis-
Dinsmore Management Company ("Davis-Dinsmore").
      Compliance Officer means the Chief Compliance Officer of the Funds or
his/her designee.
      Independent Trustees means the trustees of the Funds who are not
"interested persons" of the Funds, as defined in the Investment Company Act.
      Investment Company Act means the Investment Company Act of 1940, as
amended.

IV.	Principal Officers Should Act Honestly and Candidly
      Each Principal Officer owes a duty to the Funds to act with integrity.
Integrity requires, among other things, being honest and candid.  Deceit and
subordination of principle are inconsistent with integrity.  Each Principal
Officer must:
      A.	Act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or the
Funds' policies;
      B.	Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Fund policies;
      C.	Adhere to a high standard of business ethics; and
      D.	Place the interests of the Funds before the Principal Officer's own
personal interests.
      All activities of Principal Officers should be guided by and adhere to
these fiduciary standards.

V.	Principal Officers Should Handle Actual and Apparent Conflicts of Interest
Ethically
      A "conflict of interest" occurs when a Principal Officer's private
interest interferes with the interests of, or his service to, the Funds.  For
example, a conflict of interest would arise if a Principal Officer, or a member
of his family, receives improper personal benefits as a result of his position
in the Funds.
      Certain conflicts of interest covered by this Code arise out of the
relationships between Principal Officers and the Funds that already are subject
to conflict of interest provisions in the Investment Company Act and the
Investment Advisers Act of 1940.  The Funds' and Davis-Dinsmore's compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions.  This Code does not, and is not intended to,
repeat or replace these programs and procedures.
      Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Funds and Davis-Dinsmore of which the Principal Officers are also
officers or employees.  As a result, this Code recognizes that the Principal
Officers will, in the normal course of their duties (whether formally for the
Funds or for Davis-Dinsmore, or for both), be involved in establishing policies
and implementing decisions which will have different effects on Davis-Dinsmore
and the Funds.  The participation of the Principal Officers in such activities
is inherent in the contractual relationship between the Funds and Davis-
Dinsmore and is consistent with the performance by the Principal Officers of
their duties as officers of the Funds and, if addressed in conformity with the
provisions of the Investment Company Act and the Investment Advisers Act, will
be deemed to have been handled ethically.  In addition, it is recognized by the
Board of Trustees that the Principal Officers may also be officers or employees
of one or more other investment companies covered by this or other Codes.
      Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act.  In reading the following examples of
conflicts of interest under the Code, Principal Officers should keep in mind
that such a list cannot ever be exhaustive by covering every possible scenario.
It follows that the overarching principle - that the personal interest of a
Principal Officer should not be placed improperly before the interest of the
Funds - should be the guiding principle in all circumstances.
      Each Principal Officer must:
      A.	Avoid conflicts of interest wherever possible;
      B.	Handle any actual or apparent conflict of interest ethically;
      C.	Not use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by an investment company
whereby the Principal Officer would benefit personally to the detriment of the
Funds;
      D.	Not cause the Funds to take action, or fail to take action, for the
personal benefit of the Principal Officer rather than to benefit such Funds;
      E.	Not use material non-public knowledge of portfolio transactions made
or contemplated for the Funds to profit personally, or cause others to profit,
from the market effect of such transactions;
      F.	Discuss any material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest with the
Compliance Officer; and
      G.	Complete annually all sections of the Funds' Trustees and Officers
Questionnaire pertaining to affiliations or other relationships related to
conflicts of interest.
      Types of conflict of interest situations that should be discussed with the
Compliance Officer, if material, are:
*	any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his
responsibilities with the Funds;
*	service as a director or trustee on the board of any public or
private company;
*	the receipt of any non-nominal gifts;
*	the receipt of any entertainment from any company with which the
Funds have current or prospective business dealings unless such
entertainment is business- related, reasonable in cost,
appropriate as to time and place, and not so frequent as to
raise any question of impropriety;
*	any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other
than Davis-Dinsmore or any affiliated person thereof;
*	a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Funds for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Principal Officer's
employment, such as compensation or equity ownership.

VI.	Disclosure
      Each Principal Officer must:
      A.	Familiarize himself with the disclosure requirements applicable to
the Funds as well as the business and financial operations of the Funds; and
      B.	Not knowingly misrepresent, or cause others to misrepresent, facts
about the Funds to others, whether within or outside the Funds, including to
the Funds' trustees and auditors, and to governmental regulators and self-
regulatory organizations.
      C.	To the extent appropriate within his area of responsibility, consult
with other officers and employees of the Funds and Davis-Dinsmore and take
other appropriate steps with the goal of promoting full, fair, accurate, timely
and understandable disclosure in the reports and documents the Funds file with,
or submit to, the SEC and in other public communications made by the Funds.

VII.	Compliance
      It is the Funds' policy to comply with all applicable laws and
governmental rules and regulations.  It is the personal responsibility of each
Principal Officer to adhere to the standards and restrictions imposed by those
laws, rules and regulations.

VIII.	Reporting and Accountability
      Each Principal Officer must:
      A.	Upon receipt of the Code, sign and submit to the Compliance Officer
an Acknowledgement stating that he or she has received, read, and understands
the Code.
      B.	By April 30 of each year submit an Acknowledgement Form to the
Compliance Officer confirming that he or she has received, read and understands
the Code and has complied with the requirements of the Code as of the date of
signing.
      C.	Not retaliate against any employee or Principal Officer for reports
of potential violations that are made in good faith; and
      D.	Notify the Compliance Officer promptly if he becomes aware of any
existing or potential violation of this Code.  Failure to do so is itself a
violation of this Code.

IX.	Review and Enforcement Procedures
      Except as described otherwise below, the Compliance Officer is responsible
for applying this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular situation.
The following procedures apply in investigating and enforcing this Code, and in
reporting on the Code:
      A.	The Compliance Officer will take all appropriate action to
investigate any violations reported to it;
      B.	Violations and potential violations will be reported to the Audit
Committee (the "Committee"), counsel to the Funds and counsel to the
Independent Trustees after such investigation;
      C.	If the Committee determines that a violation has occurred, it will
inform the Independent Trustees who will take all appropriate disciplinary or
preventive action;
      D.	Appropriate disciplinary or preventive action may include a review of
and appropriate modifications to applicable policies and procedures,
notification of appropriate personnel at Davis- Dinsmore, a letter of censure,
or recommendation of suspension or dismissal;
      E.	The Independent Trustees will be responsible for granting waivers, as
appropriate; and
      F.	Any changes to or waivers of this Code will, to the extent required,
be disclosed on Form N-CSR as provided by SEC rules.

X.	Periodic Review
      At least annually, the Principal Officers and the Compliance Officer will
prepare a written report to the Boards of Trustees of the Funds describing any
issues arising under this Code or procedures, including but not limited to,
information about material violations of this Code or procedures and any
sanctions imposed in response to those material violations.
      The Boards of Trustees of the Funds will review this Code on an annual
basis.

XI.	Other Policies and Procedures
      The Funds' and Davis-Dinsmore's codes of ethics under Rule 17j-1 under the
Investment Company Act are separate documents applying to Principal Officers
and others, and are not part of this Code.

XII.	Amendments
      Any proposed material amendment to this Code shall be submitted for review
and approval to:
      1.	the Funds' Board of Trustees, including a majority of the Trustees
who are not interested persons of the Funds as defined in Section 2(a)(19) of
the 1940 Act; and
      Non-material amendments to this Code may be made by the Chair of the
Funds, upon consultation with counsel to the Funds and the Funds' Chief
Compliance Officer, and will be reported to the Funds' Board of Trustees at
their next scheduled in-person meeting.

XIII.	Confidentiality
      All reports and records prepared or maintained pursuant to this Code shall
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Funds, Davis-Dinsmore, the Board of
Trustees, and counsel to the foregoing.

XIV.	Internal Use
      	The Code is intended solely for the internal use by the Funds and
does not constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance, or legal conclusion.




Bancroft Fund Ltd.
Ellsworth Fund Ltd.
CODE OF ETHICS--ACKNOWLEDGEMENT

      The undersigned hereby acknowledges that (i) he or she is a Principal
Officer of the Funds, (ii) that he or she has read and will abide by the Code
of Ethics effective as of April 16, 2007, and (iii) that he or she has complied
with the requirements of this Code as of the date set forth below.  The
undersigned recognizes his or her obligation to promote:
      A.	Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
      B.	Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Funds file with, or submit to, the Commission
and in other public communications made by the Funds; and
      C.	Compliance with applicable governmental laws, rules, and regulations.



/s/Thomas H. Dinsmore
-------------------------------------

Name    Thomas H. Dinsmore
Title:  Chief Executive Officer
        (Principal Executive Officer)

Date:   April 16, 2007


/s/Gary I. Levine
-------------------------------------

Name    Gary I. Levine
Title:  Executive Vice President,
        Chief Financial Officer and
        Corporate Secretary
        (Principal Financial Officer)

Date:   April 16, 2007


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