EXHIBIT 77B
                        Report of Independent Accountants

To the Board of Directors and Shareholders
of Ellsworth Convertible Growth and Income Fund, Inc.

In planning and performing our audit of the financial statements of Ellsworth
Convertible Growth and Income Fund, Inc. (the "Fund") for the year ended
September 30, 2004, we considered its internal control, including control
activities for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, not to provide assurance on
internal control.

The management of the Fund is responsible for establishing and maintaining
internal control.  In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls.  Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may occur
and not be detected.  Also, projection of any evaluation of internal control to
future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
September 30, 2004.

This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.

/s/ PricewaterhouseCoopers LLP

New York, New York
October 29, 2004