EX-99.77B ACCT LTTR

EXHIBIT 77B

TAIT, WELLER & BAKER LLP
Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees
Ellsworth Fund Ltd.
Morristown, New Jersey

In planning and performing our audit of the financial statements of the
Ellsworth Fund Ltd. (the "Fund") as of and for the year ended September 30,
2008, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered their internal control over
financial reporting, including control activities for safeguarding securities,
as a basis for designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting.   In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls.   A company's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.   A company's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect on the financial
statements.

Because of inherent limitations, internal control over financial reporting may
not prevent or detect misstatements.   Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis.   A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
company's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).   However, we noted no deficiencies
in the Fund's internal control over financial reporting and its operation,
including controls for safeguarding securities, which we consider to be
material weaknesses, as defined above, as of September 30, 2008.

This report is intended solely for the information and use of management,
Shareholders and Board of Trustees of Ellsworth Fund Ltd. 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/TAIT, WELLER & BAKER LLP

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
November 20, 2008

EX-99.77Q2 ITEM 405

Sub-Item 77Q2

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, Section 30(h) of the
Investment Company Act of 1940, and the regulations of the Securities and
Exchange Commission (SEC) thereunder, require the Registrant's officers and
trustees and direct or indirect beneficial owners of more than 10% of the
Registrant's shares, as well as Dinsmore Capital Management Co.(the
Registrant's investment advisor), its directors and officers and certain of
its other affiliated persons (collectively, Reporting Persons), to file
initial reports of ownership and changes in ownership with the SEC.
Reporting Persons are required to furnish the Registrant with copies of all
Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it and
written representations, the Registrant believes that all filing requirements
applicable to the Reporting Persons have been complied with during the fiscal
year ended September 30, 2008 except that the initial Form 3 filing by
Relative Value Partners, LLC, due within 10 days of becoming a beneficial
owner of more than 10% of the Registrant, was not filed in a timely manner.

EX-99.77Q3 OTHR EXHB

Sub-Item 77Q3: Other exhibits

DUE TO THE RESTRICTIONS IN THE FORMAT OF FORM N-SAR TO ALLOW REPORTING OF
INFORMATION FOR MULTIPLE CUSTODIANS, THIS EXHIBIT PROVIDES ADDITIONAL
INFORMATION FOR ITEMS 15A, 15B, 15C, 15D AND 15E.

FOR PERIOD ENDING 09/30/2008
FILE NUMBER 811-04656

     CUSTODIAN/SUB-CUSTODIAN                              filed for series  0.

15.A) Custodian/Sub-custodian: JPMorgan Chase Bank, N.A.
   B) Is this a Custodian or Sub-custodian? (C/S): C
   C) City: NEW YORK              State: NY Zip Code: 10005 Zip Ext.: 1918
   D) Foreign Country:                      Foreign Postal Code:

   E) Mark ONE of the following with an 'X':

                                 TYPE OF CUSTODY

                Member Nat'l                 Foreign     Insurance Co.
     Bank       Sec. Exchg.       Self      Custodian      Sponsor
 Sec.17(f)(1)    Rule 17f-1    Rule 17f-2   Rule 17f-5    Rule 26a-2    Other
 ------------   ------------   ----------   ----------   -------------  -----

      X