Exhibit (a)(3)
               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 (3) of Article VI of the Amended and Restated Articles of
Incorporation of the Corporation (the "Amended Articles") is deleted.

   (b)  The last sentence of Article VII of the Amended Articles is amended and
restated so that it reads in full as follows:

               No provision of the charter of the Corporation shall be
               effected to require a waiver of compliance with any
               provision of the Securities Act of 1933, as amended, or
               the Investment Company Act of 1940, as amended, or of
               any valid rule, regulation or order of the Securities
               and Exchange Commission thereunder.

   (c)  The Amended Articles hereby are amended further by adding a new Article
XI, which shall read in full as follows:

                                   ARTICLE XI

          Section 1.  To the fullest extent that limitations on the
     liability of directors and officers are permitted by the Maryland
     General Corporation Law, no director or officer of the Corporation
     shall have any liability to the Corporation or its shareholders for
     damages.  This limitation on liability applies to events occurring at
     the time a person serves as a director or officer of the Corporation
     whether or not such person is a director or officer at the time of any
     proceeding in which liability is asserted.

          Section 2.  The Corporation shall indemnify and advance expenses
     to its currently acting and its former directors to the fullest extent
     that indemnification of directors is permitted by the Maryland General
     Corporation Law.  The Corporation shall indemnify and advance expenses
     to its officers to the same extent as its directors and to such
     further extent as is consistent with law.  The Board of Directors may
     by By-law, resolution or agreement make further provision for
     indemnification of directors, officers, employees and agents to the
     fullest extent permitted by the Maryland General Corporation Law.

          Section 3.  No provision of this Article shall be effective to
     protect or purport to protect any director or officer of the
     Corporation against any liability to the Corporation or its security



     holders to which he would otherwise be subject by reason of willful
     misfeasance, bad faith, gross negligence or reckless disregard of the
     duties involved in the conduct of his office.

          Section 4.  References to the Maryland General Corporation Law in
     this Article are to the law as from time to time amended.  No further
     amendment of the Articles of Incorporation of the Corporation shall
     decrease, but may expand, any right of any person under this Article
     based on any event, omission or proceeding prior to such amendment.

     SECOND:   The Board of Directors of the Corporation on October 21, 1988,
unanimously adopted a resolution which 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
shareholders of the Corporation at the annual meeting of shareholders to be
held on January 13, 1989.

     THIRD:    Notice setting forth the said amendments to the charter and
stating that a purpose of the meeting of the shareholders would be to take
action thereon, was given, as required by law, to all shareholders entitled
to vote thereon.  The amendments to the charter of the Corporation as
hereinabove set forth were approved by the shareholders of the Corporation at
said meeting by the affirmative vote of a majority of the shares outstanding
and entitled to vote 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
shareholders 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 18, 1989.


                             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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