Sub-Item 77Q1: Exhibit B


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

Nominating and Administration Committees Membership

The Nominating and Administration Committees shall be composed entirely of
independent directors (directors who are not "interested persons" of the
Funds, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")).

Board Nominations and Functions

1.	The Committees shall make nominations for independent director
membership on the Board of Directors.  The Committees shall evaluate
candidates' qualifications for Board membership and their independence
from the Funds' investment adviser and other principal service
providers.  Persons selected must be independent in terms of both the
letter and the spirit of the 1940 Act.  The Committees shall also
consider the effect of any relationships beyond those delineated in the
1940 Act that might impair independence, e.g., business, financial or
family relationships with managers or service providers.  If members of
the Committees do not unanimously agree to nominate an incumbent
independent director for re-election to the Board of Directors, the
Committees shall submit the issue of nomination of such person for re-
election to the independent directors as a group.
2.	The Committees shall periodically review Board governance procedures
and shall recommend any appropriate changes to the full Board of
Directors.
3.	The Committees shall periodically review the composition of the Board
of Directors to determine whether it may be appropriate to add
individuals with different backgrounds or skill sets from those already
on the Board.
4.	The Committees shall periodically review director compensation and
shall recommend any appropriate changes to the independent directors as
a group.
Committees Nominations and Functions

1.	The Committees shall make nominations for membership on all committees
and shall review committee assignments at least annually.
2.	The Committees shall review as necessary the responsibilities of any
committees of the Board, whether there is a continuing need for each
committee, whether there is a need for additional committees of the
Board, and whether committees should be combined or reorganized.  The
Committees shall make recommendations for any such action to the full
Board.  Any proposed changes shall be approved by a majority of the
independent directors.
Other Powers and Responsibilities

1.	The Committees shall monitor the performance of legal counsel employed
by the Funds and the independent directors, and shall be responsible
for the supervision of counsel for the independent directors.  The
Committees shall consider and oversee the selection of independent
legal counsel to the independent directors and recommend such counsel
to the independent directors.  In making such selection the Committees
will examine and monitor such legal counsel's client relationships in
order to ascertain continued independence.
2.	The Committees shall have the resources and authority appropriate to
discharge their responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the
appropriate Fund(s).
3.	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.
Meetings

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.

Maintenance of Charter

Each Fund shall maintain and preserve in an easily accessible place a copy of
this Charter and any modification to this Charter.