Exhibit (a)(2)
               ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

          Ellsworth Convertible Growth and Income Fund, Inc., a Maryland
corporation having its principal office at c/o The Corporation Trust
Incorporated, 32 South Street, City of Baltimore, Maryland 21202 (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:

          FIRST:  The charter of the Corporation is hereby amended as follows:

     (a)  Paragraph (1) of Article VI of the Amended and Restated Articles of
Incorporation is amended and restated to read in full as follows:

     (1)  The number of directors of the Corporation shall be seven (7), which
          number may be increased or decreased pursuant to the By-Laws of the
          Corporation but shall never be less than three (3) except for any
          period during which shares of the Corporation are held by less than
          three stockholders and in such instance such number shall not be less
          than the number of stockholders.  The directors shall be classified,
          with respect to the time for which the severally hold office, into
          three classes, as nearly equal in number as reasonably possible, with
          the directors in each class to hold office until their successors are
          elected and qualified.  Each member of the Board of Directors in the
          first class of directors shall hold office until the Annual Meeting
          of Stockholders in 1988, each member of the Board of Directors in the
          second class of directors shall hold office until the Annual Meeting
          of Stockholders in 1989, and each member of the Board of Directors in
          the third class of directors shall hold office until the Annual
          Meeting of Stockholders in 1990.  At each Annual Meeting of the
          Stockholders of the Corporation, the successors to the class of
          directors whose terms expire at that meeting shall be elected to hold
          office for terms expiring at the later of the annual meeting of
          stockholders held in the third year following the year of their
          election or the election and qualification of the successors to such
          class of directors.

     (b)  Paragraphs (4) and (5) are added to Article VI of the Amended and
Restated Articles of Incorporation of the Corporation, which Paragraphs (4) and
(5) read in full as follows:

     (4)  Any one or more directors may be removed only for cause by the
          stockholders as provided herein.  At any annual meeting of
          stockholders of the Corporation or at any special meeting of



          stockholders of the Corporation, the notice of which shall state that
          the removal of a director or directors is among the purposes of the
          meeting, the holders of the outstanding shares of the Corporation

          entitled to vote thereon, present in person or by proxy, by the
          affirmative vote of at least two-thirds of the outstanding shares of
          the Corporation entitled to vote, may remove such director or
          directors for cause.

     (5)  The affirmative vote or consent of the holders of two-thirds of the
          outstanding shares of the Corporation is required to amend
          paragraph (1),(4) and this paragraph (5) of Article VI of the Charter
          of the Corporation.

     (c)  Paragraph (5) of Article X of the Amended and Restated Articles of
Incorporation of the Corporation is amended by amending and restating
Subparagraph (E) and redesignating Subparagraph (E) as Subparagraph (G), by
deleting the word "or" at the end of Subparagraph (D), and by adding new
Subparagraphs (E) and (F) to Paragraph (5), which Subparagraphs (E), (F)and(G)
read in full as follows:

               (E)  change in the classification of the Corporation from a
          diversified to a non-diversified management investment company as
          defined under the Investment Company Act of 1940;

               (F)  change in the nature of the business of the Corporation so
          that it would cease to be an investment company registered under the
          Investment Company Act of 1940; or

               (G)  amendment to the Charter of the Corporation which makes the
          Common Stock a redeemable security (as such term is defined in the
          Investment Company Act of 1940) or which reduces the two-thirds vote
          required to authorize the actions in (A) through (F) above or this
          subparagraph (G).

          SECOND:  The board of directors of the Corporation by unanimous
written consent pursuant to Section 2-408 of the Corporation and Associations
Article of the Annotated Code of Maryland, on December 2, 1986, duly adopted a
resolution in which was set forth the foregoing amendments to the charter,
declaring that the said amendments of the charter as proposed were advisable
and directing that they be submitted for action thereon by the stock-holders of
the Corporation at the annual meeting of stockholders to be held on January 23,
1987.

          THIRD:  Notice setting forth the said amendments to the charter and
stating that a purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all stockholders entitled to
vote thereon.  The amendments to the charter of the Corporation as hereinabove
set forth were approved by the stockholders of the Corporation at said meeting
by the affirmative vote of a majority of all the votes entitled to be cast
thereon.

          FOURTH:  The amendments to the charter of the Corporation as
hereinabove set forth have been duly advised by the board of directors and
approved by the stockholders of the Corporation.

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        IN WITNESS WHEREOF, Ellsworth Convertible Growth and Income Fund, Inc.
has caused these presents to be signed in its name and on its behalf by its
President and attested by its Secretary on January 30, 1987.

                          ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.


                                   By:   /s/ Thomas H. Dinsmore
                                        President
                                        Thomas H. Dinsmore

[SEAL]


Attest:   /s/ Sigmund Levine
     Secretary
     Sigmund Levine


          THE UNDERSIGNED, President of Ellsworth Convertible Growth and Income
Fund, Inc., who executed on behalf of said corporation the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles of Amendment to
be the corporate act of said corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.

                                   /s/ Thomas H. Dinsmore
                                   Thomas H. Dinsmore

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