Sub-Item 77Q1: Exhibit A

ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
AUDIT COMMITTEES CHARTER
(Effective October 15, 2001)


1.	The membership of the Audit Committees shall consist of at least three
directors who are generally knowledgeable in financial and auditing
matters, including at least one member that has past employment
experience in finance or accounting, or any other experience or
background that results in the individual's financial sophistication.
Each member shall be free of any relationship that, in the opinion of
the Board of Directors, would interfere with his or her individual
exercise of independent judgment, and shall meet the director
independence requirements for serving on audit committees as set forth
in the AMEX listing standards.  In addition, no member shall be an
"interested person" of the Funds, as defined in the Investment Company
Act of 1940, as amended.
2.	The purposes of the Audit Committees are:
(a)	to oversee the Funds' accounting and financial reporting policies
and practices, its internal controls and, as appropriate, the
internal controls of certain service providers;
(b)	to oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof; and
(c)	to act as a liaison between the Funds' independent auditors and
the full Board of Directors.
The function of the Audit Committees is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control, and the independent auditors' responsibility to plan
and carry out a proper audit.  The independent auditors are ultimately
accountable to the Board and the Committees.

3.	To carry out their purposes, the Audit Committees shall have the
following duties and powers:
(a)	to recommend the selection, retention or termination of
independent auditors and, in connection therewith, to evaluate
the independence of such auditors, including whether such
auditors provide any consulting services to the manager, and to
receive from such auditors a formal written statement delineating
all relationships between such auditors and the Funds;
(b)	to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and
scope of the annual audit and any special audits and any audit
plans prepared by the independent auditors for the Funds; (ii) to
discuss any matters of concern relating to the Funds' financial
statements, including any adjustments to such statements
recommended by the independent auditors, or other results of said
audit(s); (iii) to consider the independent auditors' comments
with respect to the Funds' financial policies, procedures and
internal accounting controls and management's responses thereto;
and (iv) to review the form of opinion the independent auditors
propose to render to the Board and shareholders;
(c)	to receive and review the written disclosures and the letter from
the independent auditors regarding their independence, to discuss
with such auditors their independence, and to consider whether
the provision by such auditors of non-audit services to (i) the
Funds, (ii) their advisor or (iii) any person that controls, is
controlled by or is under common control with such advisor that
provides services to the Funds, is compatible with maintaining
such auditors' independence;
(d)	to review and discuss audited financial statements contained in
annual and other periodic reports to shareholders with management
and the independent auditors to determine that such auditors are
satisfied with the disclosure and content of the annual financial
statements and the quality of the Funds' accounting principles as
applied in their financial reporting, and also to discuss with
management and the independent auditors the clarity, consistency
and completeness of accounting policies and disclosures;
(e)	based upon a review of the items discussed in (c) and (d) above,
to recommend to the Board of Directors that the Funds' audited
financial statements be included in the Funds' annual reports to
shareholders;
(f)	to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by management or the
independent auditors and to review information received from
management and such auditors regarding regulatory changes and new
accounting pronouncements that affect net asset value
calculations and financial statement reporting requirements;
(g)	to review the fees charged by the independent auditors for audit
and non-audit services;
(h)	to meet as necessary with counsel to the Funds and counsel to the
independent directors and to review information provided by
counsel on legal issues having the possibility of impacting the
financial reporting process, including items of industry-wide
importance and internal issues such as litigation;
(i)	to investigate improprieties or suspected improprieties in fund
operations;
(j)	to review information provided by management and the independent
auditors regarding the Funds' accounting system and controls; and
(k)	to report its activities to the full Board on a regular basis and
to make such recommendations with respect to the above and other
matters as the Committees may deem necessary or appropriate.
4.	The Committees shall meet on a regular basis and are empowered to hold
special meetings as circumstances require.  The Committees may meet
either on their own or in conjunction with meetings of the full Board
of Directors.  Meetings of the Committees may be held in person or by
conference telephone.  Where appropriate, the Committees may take
action by written consent in lieu of a meeting.
5.	The Committees shall regularly meet with the Treasurer of the Funds.
6.	The Committees shall have the resources and authority appropriate to
discharge their responsibilities, including the authority to retain
special counsel and other experts or consultants at the expense of the
appropriate Fund(s).
7.	The Committees shall review this Charter at least annually and
recommend any changes to the full Board of Directors.  This Charter may
be amended only with the approval of a majority of the independent
directors.
8.	Each Fund shall maintain and preserve in an easily accessible place a
copy of this Charter and any modification to this Charter.