<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>3
<FILENAME>ellsworth77i.txt
<TEXT>
ELLSWORTH GROWTH & INCOME FUND LTD.
(the "Fund")
File No. 811-04656
Item No. 77I (Terms of New or Amended Securities) -- Attachment

A copy of the Statement of Preferences for the Fund's 5.25%
Series A Cumulative Preferred Shares is incorporated herein by
reference to Post-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2 (File Nos. 811-04656 and 333-
219322), as filed with the Securities and Exchange Commission on
September 14, 2017.


</TEXT>
</DOCUMENT>
