<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>ex77b.txt
<DESCRIPTION>AUDITOR LETTER
<TEXT>
EXHIBIT 77B

TAIT, WELLER & BAKER LLP
Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees
Bancroft Fund Ltd.
Morristown, New Jersey

In  planning  and  performing  our audit of the financial statements of Bancroft
Fund  Ltd.  (the  "Fund")  as  of  and  for  the year ended October 31, 2013, in
accordance  with  the standards of the Public Company Accounting Oversight Board
(United  States), we considered their 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 generally accepted
accounting  principles.  A  company's  internal control over financial reporting
includes  those  policies  and procedures that (1) pertain to the maintenance of
records   that,   in  reasonable  detail,  accurately  and  fairly  reflect  the
transactions  and  dispositions  of  the  assets  of  the  company;  (2) provide
reasonable  assurance  that  transactions  are  recorded  as necessary to permit
preparation  of  financial  statements  in  accordance  with  generally accepted
accounting  principles,  and  that  receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) 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 deficiency in internal control over financial reporting 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  material  weakness  is a deficiency, or
combination  of deficiencies, in internal control over financial reporting, such
that  there  is  a  reasonable  possibility  that a material misstatement of the
company's  annual  or  interim  financial  statements  will  not be prevented or
detected on a timely basis.

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 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,  which  we consider to be material weaknesses, as
defined above, as of October 31, 2013.

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

/s/ TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
December 19, 2013
</TEXT>
</DOCUMENT>
