X0201 4 2003-11-28 0 0000793040 ELLSWORTH CONVERTIBLE GROWTH & INCOME FUND INC ECF 0001041813 AHALT GORDON F 13430 NW FRWY STE 350 HOUSTON TX 77040 1 0 0 0 Common Stock 2003-11-28 4 A 0 66 7.53 A 2400 D Common Stock 2003-11-28 4 A 0 33 7.53 A 1200 I Spouse These shares were acquired in the Fund's 2003 Rights Offering pursuant to the Over-Subscription Privilege. Only shareholders who subscribed for all shares allocated to them in the Primary Subscription were able to participate in the Over-Subscription Privilege. The 2003 Rights Offering was approved by the Fund's Board of Directors. Based on the subscription price per share of 95% of the average of the volume-weighted average sales prices of a share of the ECF's Common Stock on the American Stock Exchange ("AMEX") on November 20, 2003 and the four preceding trading days. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The previous Form 4 filed on Dec. 2, 2003 inadvertently reported "P" as the transaction code. /s/ Gary I. Levine, attorney-in-fact 2003-12-02