Sub-Item 77K: Changes in Registrant's certifying accountant:

On March 17, 2005, PricewaterhouseCoopers LLP resigned as independent registered
public accountants for Ellsworth Convertible Growth and Income Fund, Inc. (the
"Fund").  The Fund's audit committee appointed Tait, Weller & Baker as
independent accountants for the Fund on April 12, 2005 for the 2005 fiscal year,
which appointment was ratified by the Fund's independent directors.  The reports
of PricewaterhouseCoopers LLP on the Fund's financial statements for each of the
fiscal years ended September 30, 2004 and September 30, 2003 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.  During the Fund's fiscal
years ended September 30, 2003 and September 30, 2004 and during the period
October 1, 2004 through March 17, 2005, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused
them to make reference thereto in their reports on the financial statements for
such years.

The Fund requested that PricewaterhouseCoopers LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements.  A copy of such letter, dated May 23, 2005,
is filed as an exhibit to this Form N-SAR.