<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>3
<FILENAME>exl.txt
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             [Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]








                                                              November 14, 2003


Bancroft Convertible Fund, Inc.
65 Madison Avenue, Suite 550
Morristown, NJ  07960
                  Re:      Bancroft Convertible Fund, Inc.
                           Registration Statement on Form N-2
                           ----------------------------------

Ladies and Gentlemen:

                  We have acted as counsel to Bancroft Convertible Fund, Inc., a
corporation organized under the laws of the State of Delaware (the "Company")
and registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end, management investment company.

                  This opinion is given in connection with the filing by the
Company of Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-2 under the Securities Act of 1933, as amended, and Amendment No. 20 to such
Registration Statement under the 1940 Act (collectively, the "Registration
Statement") relating to the registration and issuance by the Company of up to
797,918 shares of the Company's common stock, par value $.01 per share (the
"Shares"), pursuant to the exercise of rights to purchase Shares to be
distributed to the stockholders of the Company in accordance with the
Registration Statement.

                  In connection with our giving this opinion, we have examined
copies of the Company's Certificate of Incorporation, as amended, and
resolutions of the Board of Directors adopted July 17, 2003 and October 20,
2003, and originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, records and other instruments as we have
deemed necessary or advisable for purposes of this opinion. We have also
examined the prospectus for the Company, which is included in the Registration
Statement, substantially in the form in which it is to become effective (the
"Prospectus"). As to various questions of fact material to our opinion, we have
relied upon information provided by officers of the Company.

                  Based on the foregoing, we are of the opinion that the Shares
to be offered for sale pursuant to the Prospectus are duly authorized and, when
sold, issued and paid for as described in the Prospectus, will be validly
issued, fully paid and nonassessable.

<PAGE>

Bancroft Convertible Fund, Inc.
November 14, 2003
Page 2

                  We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the Delaware
General Corporation Law.

                  We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,



                                      /s/ Ballard Spahr Andrews & Ingersoll, LLP


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