N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number          811-04656                 

                         Ellsworth Growth and Income Fund Ltd.                        

(Exact name of registrant as specified in charter)

One Corporate Center

                         Rye, New York 10580-1422                        

(Address of principal executive offices) (Zip code)

James A. Dinsmore

Gabelli Funds, LLC

One Corporate Center

                                 Rye, New York 10580-1422                                

(Name and address of agent for service)

Registrant’s telephone number, including area code:  1-800-422-3554

Date of fiscal year end:  September 30

Date of reporting period:  March 31, 2019

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

Ellsworth Growth and Income Fund Ltd.

Semiannual Report — March 31, 2019

(Y)our Portfolio Management Team

To Our Shareholders,

For the six months ended March 31, 2019, the net asset value (NAV) total return of the Ellsworth Growth and Income Fund Ltd. was 1.1%, compared with total returns of (0.0)% and 3.3% for the ICE Bank of America Merrill Lynch U.S. Convertibles Index and the Bloomberg Barclays Balanced U.S. Convertibles Index, respectively. The total return for the Fund’s publicly traded shares was (4.3)%. The Fund’s NAV per share was $10.93, while the price of the publicly traded shares closed at $9.60 on the NYSE American. See page 2 for additional performance information

Enclosed are the financial statements, including the schedule of investments, as of March 31, 2019.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to info@gabelli.com.

Comparative Results

Average Annual Returns through March 31, 2019 (a)(b) (Unaudited)

	Six Months			1 Year			3 Year			5 Year			10 Year			Since Inception (06/30/86)
Ellsworth Growth and Income Fund Ltd.
NAV Total Return (c)		1.11	%		11.24	%		11.80	%		7.54	%		12.20	%		8.05	%
Investment Total Return (d)		(4.27	)		10.75			13.84			9.00			12.91			8.30
ICE Bank of America Merrill Lynch U.S. Convertibles Index		(0.00	)		7.84			12.13			7.13			13.00			N/A	(e)
Bloomberg Barclays Balanced U.S. Convertibles Index		3.32			9.49			8.40			4.04			9.75			N/A	(f)
Standard & Poor’s (S&P) 500 Index		(1.72	)		9.50			13.51			10.91			15.92			10.15

(a) Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. The Fund’s use of leverage may magnify the volatility of net asset value changes versus funds that do not employ leverage. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Performance returns for periods of less than one year are not annualized. Returns would have been lower had Gabelli Funds, LLC (the Adviser) not reimbursed certain expenses of the Fund. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The ICE Bank of America Merrill Lynch U.S. Convertibles Index is a market value weighted index of all dollar denominated convertible securities that are exchangeable into U.S. equities that have a market value of more than $50 million. The Bloomberg Barclays Balanced U.S. Convertibles Index is a market value weighted index that tracks the performance of publicly placed, dollar denominated convertible securities that are between 40% and 80% sensitive to movements in their underlying common stocks. The S&P 500 Index is an unmanaged indicator of stock market performance. Dividends and interest income are considered reinvested. You cannot invest directly in an index.

(b) The Fund’s fiscal year ends on September 30.

(c) Total returns and average annual returns reflect changes in the NAV per share, reinvestment of distributions at NAV on the ex-dividend date for the period beginning November 2015, and are net of expenses. Total returns and average annual returns were not adjusted for the 2004 rights offering. For the period from December 2008 through October 2015, the distributions were reinvested on the payable date using market prices. From inception through November 2008, distributions were reinvested on the payable date using NAV. Since inception return is based on an initial NAV of $9.30.

(d) Total returns and average annual returns reflect changes in closing market values on the NYSE American and reinvestment of distributions. Total returns and average annual returns were not adjusted for the 2004 rights offering. Since inception return is based on an initial offering price of $10.00.

(e) The ICE Bank of America Merrill Lynch U.S. Convertibles Index inception date is December 31, 1994.

(f) The Bloomberg Barclays Balanced U.S. Convertibles Index inception date is January 1, 2003.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total investments as of March 31, 2019:

Ellsworth Growth and Income Fund Ltd.

Computer Software and Services	18.5	%
Health Care	17.3	%
Financial Services	10.0	%
Energy and Utilities	8.1	%
Real Estate	6.8	%
Diversified Industrial	6.2	%
Semiconductors	5.9	%
Telecommunications	5.0	%
Consumer Services	4.8	%
Business Services	2.9	%
Communications Equipment	2.6	%
Aerospace	2.2	%
Cable and Satellite	1.6	%

Entertainment	1.1	%
Automotive	1.1	%
Building and Construction	1.1	%
Transportation	1.0	%
Food and Beverage	0.9	%
Consumer Products	0.8	%
U.S. Government Obligations	0.8	%
Equipment and Supplies	0.6	%
Agriculture	0.4	%
Electronics	0.3	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-PORT effective with the June 30, 2019 quarter end. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554).The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

3

Ellsworth Growth and Income Fund Ltd.

Schedule of Investments — March 31, 2019 (Unaudited)

Principal Amount			Cost		Market Value
		CONVERTIBLE CORPORATE BONDS — 61.3%
		Aerospace — 2.2%
$	1,000,000	Aerojet Rocketdyne Holdings Inc., 2.250%, 12/15/23	$	1,025,379	$	1,486,995
	2,038,000	Kaman Corp., 3.250%, 05/01/24		2,100,092		2,251,803
				3,125,471		3,738,798
		Automotive — 1.1%
	1,000,000	NIO Inc., 4.500%, 02/01/24(a)		980,796		860,979
	1,000,000	Tesla Inc., 1.250%, 03/01/21		943,389		1,029,393
				1,924,185		1,890,372
		Business Services — 1.2%
	1,500,000	Perficient Inc., 2.375%, 09/15/23(a)		1,462,644		1,465,221
	400,000	RingCentral Inc., Zero Coupon, 03/15/23		400,000		572,116
				1,862,644		2,037,337
		Cable and Satellite — 1.6%
	2,000,000	DISH Network Corp., 3.375%, 08/15/26		1,881,739		1,704,000
	1,525,000	Global Eagle Entertainment Inc., 2.750%, 02/15/35		1,026,178		992,663
				2,907,917		2,696,663
		Communications Equipment — 2.6%
	1,000,000	Harmonic Inc., 4.000%, 12/01/20		1,000,000		1,141,946
	2,000,000	InterDigital Inc., 1.500%, 03/01/20		2,018,758		2,096,551
	1,000,000	Vocera Communications Inc., 1.500%, 05/15/23(a)		1,127,057		1,177,491
				4,145,815		4,415,988
		Computer Software and Services — 15.7%
	1,735,000	Boingo Wireless Inc., 1.000%, 10/01/23(a)		1,608,705		1,563,364
	875,000	Coupa Software Inc., 0.375%, 01/15/23(a)		995,933		1,830,545
	2,500,000	CSG Systems International Inc., 4.250%, 03/15/36		2,571,855		2,636,000
	1,500,000	Evolent Health Inc., 1.500%, 10/15/25(a)		1,462,520		1,193,801
	697,000	GDS Holdings Ltd., 2.000%, 06/01/25(a)		650,475		675,515
	2,002,000	IAC FinanceCo. Inc., 0.875%, 10/01/22(a)		2,222,061		2,943,528
	1,250,000	LivePerson Inc., 0.750%, 03/01/24(a)		1,259,695		1,292,250

Principal Amount			Cost		Market Value
$	2,135,000	Lumentum Holdings Inc., 0.250%, 03/15/24	$	2,195,086	$	2,524,087
	1,500,000	MercadoLibre Inc., 2.000%, 08/15/28(a)		1,481,681		2,020,313
	1,795,000	New Relic Inc., 0.500%, 05/01/23(a)		1,864,156		2,021,858
	1,032,000	Nice Systems Inc., 1.250%, 01/15/24		1,073,333		1,579,324
	812,000	Okta Inc., 0.250%, 02/15/23		832,941		1,470,126
	375,000	Pluralsight Inc., 0.375%, 03/01/24(a)		375,000		402,089
	1,700,000	PROS Holdings Inc., 2.000%, 06/01/47		1,507,837		1,816,884
	1,000,000	Q2 Holdings Inc., 0.750%, 02/15/23		1,085,989		1,312,270
	1,500,000	Splunk Inc., 1.125%, 09/15/25(a)		1,512,604		1,648,563
				22,699,871		26,930,517
		Consumer Services — 4.8%
	1,000,000	Chegg Inc., 0.125%, 03/15/25(a)		996,873		990,166
	1,500,000	Extra Space Storage LP, 3.125%, 10/01/35(a)		1,518,442		1,726,793
	2,000,000	Quotient Technology Inc., 1.750%, 12/01/22		2,005,625		1,883,385
	1,500,000	Square Inc., 0.500%, 05/15/23(a)		1,664,597		1,810,916
	1,695,000	Team Inc., 5.000%, 08/01/23		1,643,590		1,837,993
				7,829,127		8,249,253
		Diversified Industrial — 3.0%
	750,000	Chart Industries Inc., 1.000%, 11/15/24(a)		752,517		1,223,845
	1,000,000	KBR Inc., 2.500%, 11/01/23(a)		1,008,881		1,014,604
	2,000,000	Knowles Corp., 3.250%, 11/01/21		2,060,439		2,343,235
	500,000	TimkenSteel Corp., 6.000%, 06/01/21		505,340		585,683
				4,327,177		5,167,367
		Electronics — 0.3%
	560,000	Applied Optoelectronics Inc., 5.000%, 03/15/24(a)		560,000		556,372
		Energy and Utilities — 3.5%
	1,900,000	Cheniere Energy Inc., 4.250%, 03/15/45		1,270,541		1,495,063
	1,500,000	Chesapeake Energy Corp., 5.500%, 09/15/26		1,507,915		1,393,641

See accompanying notes to financial statements.

4

Ellsworth Growth and Income Fund Ltd.

Schedule of Investments (Continued) — March 31, 2019 (Unaudited)

Principal Amount			Cost		Market Value
		CONVERTIBLE CORPORATE BONDS (Continued)
		Energy and Utilities (Continued)
$	667,000	Newpark Resources Inc., 4.000%, 12/01/21	$	696,646	$	822,945
	2,850,000	SunPower Corp., 4.000%, 01/15/23		2,454,349		2,357,935
				5,929,451		6,069,584
		Entertainment — 0.6%
	1,000,000	Gannett Co. Inc., 4.750%, 04/15/24(a)		1,097,348		1,089,279
		Financial Services — 3.0%
	1,000,000	Encore Capital Group Inc., 3.250%, 03/15/22		928,438		890,330
	750,000	GOL Equity Finance SA, 3.750%, 07/15/24(a)		749,533		707,867
	2,000,000	IIP Operating Partnership LP, 3.750%, 02/21/24(a)		2,000,000		2,426,355
	641,000	LendingTree Inc., 0.625%, 06/01/22		649,573		1,127,144
				4,327,544		5,151,696
		Health Care — 12.8%
	550,000	Array BioPharma Inc., 2.625%, 12/01/24(a)		628,879		967,118
	1,300,000	BioMarin Pharmaceutical Inc., 0.599%, 08/01/24		1,279,956		1,333,313
	1,000,000	CONMED Corp., 2.625%, 02/01/24(a)		1,019,368		1,112,018
	575,000	DexCom Inc., 0.750%, 12/01/23(a)		575,000		593,681
	1,460,000	Exact Sciences Corp., 0.375%, 03/15/27		1,462,176		1,493,254
	750,000	Inovio Pharmaceuticals Inc., 6.500%, 03/01/24(a)		750,000		753,659
	1,580,000	Insulet Corp., 1.375%, 11/15/24(a)		1,710,436		1,906,863
	1,083,000	Intercept Pharmaceuticals Inc., 3.250%, 07/01/23		1,095,636		1,077,115
	500,000	Invacare Corp., 4.500%, 06/01/22		502,525		430,941
	1,171,000	Neurocrine Biosciences Inc., 2.250%, 05/15/24		1,208,289		1,585,375
	1,000,000	NuVasive Inc., 2.250%, 03/15/21		1,027,876		1,115,915
	1,500,000	Pacira Pharmaceuticals Inc., 2.375%, 04/01/22		1,524,786		1,480,494
	2,000,000	Paratek Pharmaceuticals Inc., 4.750%, 05/01/24(a)		1,949,151		1,530,729
	400,000	Retrophin Inc., 2.500%, 09/15/25		406,640		373,902

Principal Amount			Cost		Market Value
	$1,500,000	Supernus Pharmaceuticals Inc., 0.625%, 04/01/23(a)	$	1,579,774	$	1,452,060
	1,500,000	Tabula Rasa HealthCare Inc., 1.750%, 02/15/26(a)		1,604,809		1,602,644
	1,500,000	Teladoc Health Inc., 3.000%, 12/15/22		1,550,839		2,239,819
	1,000,000	Theravance Biopharma Inc., 3.250%, 11/01/23		1,000,000		971,088
				20,876,140		22,019,988
		Semiconductors — 5.0%
	500,000	Advanced Micro Devices Inc., 2.125%, 09/01/26		512,401		1,634,854
	1,500,000	Cypress Semiconductor Corp., 4.500%, 01/15/22		1,598,199		1,920,113
	1,250,000	Inphi Corp., 1.125%, 12/01/20		1,354,883		1,537,881
	2,159,000	Rambus Inc., 1.375%, 02/01/23		2,058,842		2,025,358
	1,000,000	Teradyne Inc., 1.250%, 12/15/23		1,026,658		1,399,807
				6,550,983		8,518,013
		Telecommunications — 2.9%
	560,000	8x8 Inc., 0.500%, 02/01/24(a)		561,832		574,616
	2,000,000	Infinera Corp., 2.125%, 09/01/24		1,933,165		1,584,479
	1,450,000	Twilio Inc., 0.250%, 06/01/23(a)		1,453,453		2,765,969
				3,948,450		4,925,064
		Transportation — 1.0%
	1,700,000	Atlas Air Worldwide Holdings Inc., 2.250%, 06/01/22		1,699,135		1,790,127
		TOTAL CONVERTIBLE CORPORATE BONDS		93,811,258		105,246,418
Shares
		CONVERTIBLE PREFERRED STOCKS — 1.4%
		Agriculture — 0.4%
	7,500	Bunge Ltd., 4.875%		726,780		742,500
		Business Services — 0.3%
	711,039	Amerivon Holdings LLC, 4.000% (b)		1,294,693		436,009
	272,728	Amerivon Holdings LLC, common equity units (b)		0		16,364
				1,294,693		452,373

See accompanying notes to financial statements.

5

Ellsworth Growth and Income Fund Ltd.

Schedule of Investments (Continued) — March 31, 2019 (Unaudited)

Shares			Cost		Market Value
		CONVERTIBLE PREFERRED STOCKS (Continued)
		Financial Services — 0.7%
	1,000	Bank of America Corp., 7.250%	$	1,125,153	$	1,301,870
		TOTAL CONVERTIBLE PREFERRED STOCKS		3,146,626		2,496,743
		MANDATORY CONVERTIBLE SECURITIES (c) — 16.7%
		Building and Construction — 1.1%
	18,778	Stanley Black & Decker Inc., 5.375%, 05/15/20		2,049,817		1,830,855
		Computer Software and Services — 0.7%
	10,000	MTS Systems Corp., 8.750%, 07/01/19		1,119,226		1,129,498
		Diversified Industrial — 3.2%
	15,000	Colfax Corp., 5.750%, 01/15/22		1,554,980		1,996,950
	31,316	International Flavors & Fragrances Inc., 6.000%, 09/15/21		1,620,604		1,563,921
	35,100	Rexnord Corp., 5.750%, 11/15/19		1,842,160		1,890,837
				5,017,744		5,451,708
		Energy and Utilities — 4.0%
	27,695	American Electric Power Co. Inc., 6.125%, 03/15/22		1,395,830		1,424,908
	37,800	CenterPoint Energy Inc., 7.000%, 09/01/21		1,943,754		1,997,352
	18,600	DTE Energy Co., 6.500%, 10/01/19		977,476		1,029,510
		Sempra Energy,
	5,383	6.000%, 01/15/21		548,300		568,983
	5,000	6.750%, 07/15/21		508,649		530,800
	25,890	South Jersey Industries Inc., 7.250%, 04/15/21		1,358,076		1,335,406
				6,732,085		6,886,959
		Equipment and Supplies — 0.6%
	1,000	Danaher Corp., 4.750%, 04/15/22		1,008,250		1,052,990
		Financial Services — 4.9%
	10,000	2017 Mandatory Exchangeable Trust, 5.188%, 12/01/20		1,000,000		1,604,500

Shares			Cost		Market Value
	20,000	Alibaba - Mandatory Exchange Trust, 5.750%, 06/01/19 (a)	$	2,130,000	$	4,070,700
	14,938	Assurant Inc., 6.500%, 03/15/21		1,534,954		1,548,772
	24,000	New York Community Capital Trust V, 6.000%, 11/01/51		1,043,554		1,158,000
				5,708,508		8,381,972
		Health Care — 1.3%
	36,573	Becton Dickinson and Co., 6.125%, 05/01/20		1,951,948		2,260,577
		Real Estate — 0.9%
	15,000	QTS Realty Trust Inc., 6.500%(d)		1,500,000		1,629,300
		TOTAL MANDATORY CONVERTIBLE SECURITIES		25,087,578		28,623,859
		COMMON STOCKS — 19.8%
		Business Services — 1.4%
	5,000	Alliance Data Systems Corp.		1,070,395		874,900
	15,000	PayPal Holdings Inc.†		614,088		1,557,600
				1,684,483		2,432,500
		Computer Software and Services — 2.1%
	14,300	Microsoft Corp.		388,674		1,686,542
	15,925	Proofpoint Inc.†		1,289,136		1,933,773
				1,677,810		3,620,315
		Consumer Products — 0.8%
	24,000	Unilever NV		1,015,518		1,398,960
		Energy and Utilities — 0.6%
	8,000	Chevron Corp.		871,279		985,440
	132	Goodrich Petroleum Corp.†		1,489		1,795
				872,768		987,235
		Entertainment — 0.5%
	7,500	The Walt Disney Co.		227,391		832,725
		Financial Services — 1.4%
	9,546	Citigroup Inc.		536,671		593,952
	50,000	Huntington Bancshares Inc.		743,524		634,000
	36,434	Synchrony Financial		1,003,121		1,162,245
				2,283,316		2,390,197
		Food and Beverage — 0.9%
	30,000	B&G Foods Inc.		853,242		732,600
	30,000	Conagra Brands Inc.		744,389		832,200
				1,597,631		1,564,800
		Health Care — 3.2%
	9,204	Elanco Animal Health Inc.†		108,829		295,172

See accompanying notes to financial statements.

6

Ellsworth Growth and Income Fund Ltd.

Schedule of Investments (Continued) — March 31, 2019 (Unaudited)

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	12,960	Eli Lilly & Co.	$	691,431	$	1,681,690
	22,651	Merck & Co. Inc.		839,335		1,883,884
	40,000	Pfizer Inc.		923,760		1,698,800
				2,563,355		5,559,546
		Real Estate Investment Trusts — 5.9%
	10,000	American Tower Corp.		900,500		1,970,600
	16,100	Crown Castle International Corp.		1,276,059		2,060,800
	7,000	Equinix Inc.		1,828,368		3,172,120
	58,700	Invesco Mortgage Capital Inc.		899,407		927,460
	10,000	SBA Communications Corp.†		1,015,387		1,996,600
				5,919,721		10,127,580
		Semiconductors — 0.9%
	30,000	Intel Corp.		742,000		1,611,000
		Telecommunications — 2.1%
	30,000	AT&T Inc.		829,600		940,800
	16,119	T-Mobile US Inc.†		573,400		1,113,823
	25,000	Verizon Communications Inc.		937,353		1,478,250
				2,340,353		3,532,873
		TOTAL COMMON STOCKS		20,924,346		34,057,731
		WARRANTS — 0.0%
		Energy and Utilities — 0.0%
	1,131	Goodrich Petroleum Corp., expire 10/12/26†(b)		0		0
Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 0.8%
$	1,365,000	U.S. Treasury Bill, 2.402%††, 06/20/19		1,357,756		1,357,844

	Cost		Market Value
TOTAL INVESTMENTS — 100.0%	$	144,327,564	$	171,782,595
Other Assets and Liabilities (Net)				604,414
PREFERRED STOCK
(1,200,000 preferred shares outstanding)				(30,000,000)
NET ASSETS
(13,023,167 common shares outstanding)			$	142,387,009
NET ASSET VALUE PER SHARE
($142,387,009 ÷ 13,023,167 shares outstanding)			$	10.93

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2019, the market value of Rule 144A securities amounted to $47,971,771 or 27.93% of total investments.

(b) Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(c) Mandatory convertible securities are required to be converted on the dates listed; they generally may be converted prior to these dates at the option of the holder.

(d) Security is perpetual and has no stated maturity date.

† Non-income producing security.

†† Represents annualized yield at date of purchase.

See accompanying notes to financial statements.

7

Ellsworth Growth and Income Fund Ltd.

Statement of Assets and Liabilities

March 31, 2019 (Unaudited)

Assets:
Investments, at value (cost $144,327,564)	$	171,782,595
Cash		50,730
Dividends and interest receivable		689,674
Deferred offering expense		114,239
Prepaid expenses		3,698
Total Assets		172,640,936
Liabilities:
Distributions payable		21,875
Payable for investment advisory fees		101,314
Payable for payroll expenses		38,384
Payable for accounting fees		7,500
Payable for shareholder communications expenses		41,435
Other accrued expenses		43,419
Total Liabilities		253,927
Preferred Shares:
Series A Cumulative Preferred Shares (5.250%, $25 liquidation value, $0.01 par value, unlimited shares authorized with 1,200,000 shares issued and outstanding)		30,000,000
Net Assets Attributable to Common Shareholders	$	142,387,009
Net Assets Attributable to Common Shareholders Consist of:
Paid-in capital	$	111,318,726
Total distributable earnings		31,068,283
Net Assets	$	142,387,009
Net Asset Value per Common Share:
($142,387,009 ÷ 13,023,167 shares outstanding at $0.01 par value; unlimited number of shares authorized)		$10.93

Statement of Operations

For the Six Months Ended March 31, 2019 (Unaudited)

Investment Income:
Dividends (net of foreign withholding taxes of $3,207)	$	1,246,320
Interest		811,860
Total Investment Income		2,058,180
Expenses:
Investment advisory fees		575,816
Trustees’ fees		61,306
Shareholder communications expenses		41,693
Payroll expenses		35,631
Legal and audit fees		25,959
Accounting fees		22,500
Shareholder services fees		14,523
Custodian fees		6,753
Interest expense		180
Miscellaneous expenses		34,099
Total Expenses		818,460
Expenses paid indirectly by broker (See Note 3)		(1,185	)
Net Expenses		817,275
Net Investment Income		1,240,905
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain on investments		5,032,107
Net change in unrealized appreciation: on investments		(3,792,157	)
Net Realized and Unrealized Gain/(Loss) on Investments		1,239,950
Net Increase in Net Assets Resulting from Operations		2,480,855
Total Distributions to Preferred Shareholders		(787,500	)
Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations	$	1,693,355

See accompanying notes to financial statements.

8

Ellsworth Growth and Income Fund Ltd.

Statement of Changes in Net Assets Attributable to Common Shareholders

	Six Months Ended March 31, 2019 (Unaudited)				Year Ended September 30, 2018
Operations:
Net investment income		$	1,240,905			$	2,235,174
Net realized gain on investments			5,032,107				6,785,382
Net change in unrealized appreciation/depreciation on investments			(3,792,157	)			10,367,898
Net Increase in Net Assets Resulting from Operations			2,480,855				19,388,454
Distributions to Preferred Shareholders			(787,500	)*			(1,575,000	)
Distributions to Common Shareholders			(3,244,315	)*			(6,201,526	)
Total Distributions			(4,031,815	)			(7,776,526	)
Fund Share Transactions:
Net increase in net assets from common shares issued upon reinvestment of distributions			745,968				604,486
Offering costs for preferred shares charged to paid-in capital			—				(39,619	)
Net Increase in Net Assets from Fund Share Transactions			745,968				564,867
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders			(804,992	)			12,176,795
Net Assets Attributable to Common Shareholders:
Beginning of year			143,192,001				131,015,206
End of period		$	142,387,009			$	143,192,001

* Based on year to date book income. Amounts are subject to change and recharacterization at year end.

See accompanying notes to financial statements.

9

Ellsworth Growth and Income Fund Ltd.

Financial Highlights

Selected data for a common share of beneficial interest outstanding throughout each period:

	Six Months Ended March 31, 2019			Year Ended September 30,
	(Unaudited)			2018			2017			2016			2015			2014
Operating Performance:
Net asset value, beginning of year	$	11.07		$	10.18		$	9.60		$	9.45		$	10.29		$	9.54
Net investment income		0.10			0.17			0.18			0.20			0.13			0.14
Net realized and unrealized gain/(loss) on investments		0.08			1.33			0.93			0.76			(0.35	)		0.80
Total from investment operations		0.18			1.50			1.11			0.96			(0.22	)		0.94
Distributions to Preferred Shareholders: (a)
Net investment income		(0.01	)*		(0.05	)		(0.00	)(b)		—			—			—
Net realized gain		(0.05	)*		(0.07	)		(0.00	)(b)		—			—			—
Total distributions to preferred shareholders		(0.06	)		(0.12	)		(0.00	)(b)		—			—			—
Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations		0.12			1.38			1.11			0.96			(0.22	)		0.94
Distributions to Common Shareholders:
Net investment income		(0.06	)*		(0.19	)		(0.23	)		(0.26	)		(0.25	)		(0.24	)
Net realized gain		(0.19	)*		(0.29	)		(0.21	)		(0.53	)		(0.43	)		—
Total distributions to common shareholders		(0.25	)		(0.48	)		(0.44	)		(0.79	)		(0.68	)		(0.24	)
Fund Share Transactions:
Decrease in net asset value from common shares issued upon reinvestment of distributions		(0.01	)		(0.01	)		(0.01	)		(0.04	)		(0.00	)(b)		—
Increase in net asset value from repurchase of common shares (includes transaction costs)		—			—			0.01			0.02			0.06			0.05
Offering costs for preferred shares charged to paid-in capital		—			(0.00	)(b)		(0.09	)		—			—			—
Total Fund share transactions		(0.01	)		(0.01	)		(0.09	)		(0.02	)		0.06			0.05
Net Asset Value Attributable to Common Shareholders, End of Year	$	10.93		$	11.07		$	10.18		$	9.60		$	9.45		$	10.29
NAV total return†		1.11	%		13.85	%		10.89	%		10.64	%		(0.78	)%		10.92	%
Market value, end of year	$	9.60		$	10.31		$	9.26		$	8.19		$	7.82		$	8.65
Investment total return††		(4.27	)%		17.08	%		18.89	%		15.98	%		(2.32	)%		13.03	%
Ratios to Average Net Assets and Supplemental Data:
Net assets including liquidation value of preferred shares, end of year (in 000’s)		$172,387		$	173,192		$	161,015			—			—			—
Net assets attributable to common shares, end of year (in 000’s)		$142,387		$	143,192		$	131,015		$	123,905		$	120,948		$	135,267
Ratio of net investment income to average net assets attributable to common shares		1.85	%(c)		1.64	%		1.92	%		2.19	%		1.40	%		1.30	%
Ratio of operating expenses to average net assets attributable to common shares before reimbursement		1.22	%(c)(d)		1.18	%(d)(e)		1.08	%(d)(e)		1.10	%(d)		1.10	%		1.10	%
Ratio of operating expenses to average net assets attributable to common shares net of reimbursement		1.22	%(c)(d)		1.18	%(d)(f)		1.08	%(d)(f)		1.10	%(d)		1.10	%		1.10	%
Portfolio turnover rate		16.6	%		34.6	%		32.0	%		38.0	%		45.0	%		48.0	%

See accompanying notes to financial statements.

10

Ellsworth Growth and Income Fund Ltd.

Financial Highlights (Continued)

	Six Months Ended March 31, 2019			Year Ended September 30,
	(Unaudited)			2018			2017			2016		2015		2014
Cumulative Preferred Shares:
5.250% Series A Preferred
Liquidation value, end of year (in 000’s)		$30,000			$30,000			$30,000			—		—		—
Total shares outstanding (in 000’s)		1,200			1,200			1,200			—		—		—
Liquidation preference per share		$  25.00			$  25.00			$  25.00			—		—		—
Average market value(g)		$  24.00			$  24.56			$  25.14			—		—		—
Asset coverage per share		$143.66			$144.33			$134.18			—		—		—
Asset Coverage		575	%		577	%		537	%		—		—		—

† For the six months ended March 31, 2019 and the fiscal years ended September 30, 2018, 2017, and 2016, the return was based on net asset value per share, adjusted for reinvestment of distributions at net asset value on the ex-dividend date. For the fiscal years ended September 30, 2014 and 2015, returns were based on the market price on the payable date. Total return for a period of less than one year is not annualized.

†† Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Fund’s dividend reinvestment plan. Total return for a period of less than one year is not annualized.

* Based on year to date book income. Amounts are subject to change and recharacterization at year end.

(a) Calculated based on average common shares outstanding on the record dates throughout the year.

(b) Amount represents less than $0.005 per share.

(c) Annualized.

(d) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended March 31, 2019 and the years ended September 30, 2018, 2017, and 2016, there was no impact on the expense ratios.

(e) Ratio of operating expenses to average net assets including liquidation value of preferred shares before reimbursement for the years ended September 30, 2018 and 2017 would have been 0.96% and 1.07%, respectively.

(f) Ratio of operating expenses to average net assets including liquidation value of preferred shares net of reimbursement for the years ended September 30, 2018 and 2017 would have been 0.96% and 1.07%, respectively.

(g) Based on weekly prices.

See accompanying notes to financial statements.

11

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited)

1. Organization. Ellsworth Growth and Income Fund Ltd. currently operates as a diversified closed-end management investment company organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the 1940 Act). Investment operations commenced in July 1986.

The Fund’s primary investment objective is to provide income and the potential for capital appreciation, which objectives the Fund considers to be relatively equal over the long term due to the nature of the securities in which it invests. The Fund invests primarily in convertible and equity securities.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

New Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update (ASU) 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of the additions relating to ASU 2018-13 is not required, even if early adoption is elected for the removals under ASU 2018-13. Management has early adopted the removals set forth in ASU 2018-13 in these financial statements and has not early adopted the additions set forth in ASU 2018-13.

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the Board) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the Adviser).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the securities are valued using the closing bid price, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations

12

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

● Level 1 — quoted prices in active markets for identical securities;

● Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

● Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of March 31, 2019 is as follows:

	Valuation Inputs						Total Market Value at 3/31/19
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Convertible Corporate Bonds(a)		—		$105,246,418		—		$105,246,418
Convertible Preferred Stocks:
Business Services		—		—		$452,373		452,373
Other Industries (a)		$  2,044,370		—		—		2,044,370
Total Convertible Preferred Stocks		2,044,370		—		452,373		2,496,743
Mandatory Convertible Securities:
Computer Software and Services		—		1,129,498		—		1,129,498
Financial Services		2,706,772		5,675,200		—		8,381,972
Other Industries (a)		19,112,389		—		—		19,112,389
Total Mandatory Convertible Securities		21,819,161		6,804,698		—		28,623,859
Common Stocks (a)		34,057,731		—		—		34,057,731
Warrants (a)		—		—		0		0
U.S. Government Obligations		—		1,357,844		—		1,357,844
TOTAL INVESTMENTS IN SECURITIES		$57,921,262		$113,408,960		$452,373		$171,782,595

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

During the six months ended March 31, 2019 and the fiscal year ended September 30, 2018, the Fund did not have transfers into or out of Level 3.

13

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

The following table reconciles Level 3 investments for the Fund for which significant unobservable inputs were used to determine fair value.

Ellsworth Growth and Income Fund	Balance    as of 09/30/18		Accrued discounts/   (premiums)	Realized    gain/ (loss)		Change in unrealized appreciation/   (depreciation)†		Purchases	Sales		Transfers   into Level 3	Transfers   out of Level 3	Balance   as of 03/31/19		Net change in unrealized   appreciation/   depreciation during the period on Level 3 investments still held at 03/31/19†
INVESTMENTS IN SECURITIES:
Assets (Market Value):
EQUITY CONTRACTS:
Convertible Corporate Bonds (a)		$          0	—		$576		—	—		$(576)	—	—		—		—
Convertible Preferred Stocks (a)		450,098	—		—		$2,275	—		—	—	—		$452,373		$2,275
Warrants (a)		0	—		—		—	—		—	—	—		0		—
TOTAL INVESTMENTS IN SECURITIES		$450,098	—		$576		$2,275	—		$(576)	—	—		$452,373		$2,275

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

† Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.

The following tables summarize the valuation techniques used and unobservable inputs utilized to determine the value of certain of the Fund’s Level 3 investments as of March 31, 2019.

Description	Balance at 03/31/19		Valuation Technique	Unobservable Input	Range
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Convertible Preferred Stock (a)		$452,373	Acquisition price/cash flow analysis	Discount Range		0%
Warrants (a)		0	Bankruptcy	Discount Range		0%
TOTAL INVESTMENTS IN LEVEL 3 SECURITIES		$452,373

(a) Please refer to the Schedule of Investments for the regional classifications of these portfolio holdings.

Unobservable Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount Range	Decrease	Increase

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual

14

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current ids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

Investments in Other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Shareholders in the Fund would bear the pro rata portion of the periodic expenses of the Acquired Funds in addition to the Fund’s expenses. During the six months ended March 31, 2019, the Fund did not incur periodic expenses charged by Acquired Funds.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

15

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Restricted Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted securities held as of March 31, 2019, please refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends. For certain securities known as “contingent payment debt instruments,” Federal tax regulations require the Fund to record non-cash, “contingent” interest income in addition to interest income actually received.

Custodian Fee Credits. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.”

Distributions to Shareholders. Distributions to common shareholders are recorded on the ex-dividend date. The characterization of distributions to shareholders is based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

Under the Fund’s current common share distribution policy, the Fund declares and pays quarterly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Pursuant to this policy, distributions during the year may be made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability

16

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

to pass through to shareholders all of its net realized long term capital gains as a Capital Gain Dividend and may cause such gains to be treated as ordinary income, subject to the maximum federal income tax rate. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modification by the Board at any time.

Distributions to shareholders of the Fund’s 5.250% Series A Cumulative Preferred Shares (Series A Preferred) are recorded on a daily basis and are determined as described in Note 5.

The tax character of distributions paid during the fiscal year ended September 30, 2018 was as follows:

	Common		Preferred
Distributions paid from:
Ordinary income (inclusive of short term capital gains)	$	3,537,738	$	898,478
Net long term capital gains.		2,663,788		676,522
Total distributions paid	$	6,201,526	$	1,575,000

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

The following summarizes the tax cost of investments and the related net unrealized appreciation at March 31, 2019:

	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation
Investments		$144,327,566		$31,240,445		$(3,785,416)		$27,455,029

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended March 31, 2019, the Fund did not incur any income tax, interest, or penalties. As of March 31, 2019, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Agreements and Other Transactions. The Fund has entered into an investment advisory agreement (the Advisory Agreement) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, equal on an annual basis to 0.80% of the first $100,000,000 of the Fund’s average weekly net assets including the liquidation value of preferred stock and 0.55% of the Fund’s average weekly net assets including the liquidation value of preferred stock in excess of $100,000,000. In accordance with the Advisory

17

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs.

During the six months ended March 31, 2019, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $1,185.

Through October 31, 2017, the Adviser waived fees or reimbursed expenses of the Fund to the extent the total expenses of the Fund (excluding brokers costs, interest, taxes, acquired fund fees and expenses, expenses chargeable to capital, and extraordinary expenses) exceeded 1.10% of the weekly average net assets of the Fund. During the fiscal year ended September 30, 2018, the Adviser neither waived fees nor reimbursed expenses to the Fund.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the six months ended March 31, 2019, the Fund accrued $22,500 in connection with the cost of computing the Fund’s NAV.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $8,500 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. The Lead Independent Trustee receives an annual fee of $1,000 and the Audit and Nominating Committee Chairman each receives an annual fee of $2,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

4. Portfolio Securities. Purchases and sales of securities during the six months ended March 31, 2019, other than short term securities and U.S. Government obligations, aggregated $30,865,242 and $27,212,676, respectively.

5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.01). The Board has authorized the repurchase of its common shares in the open market when the shares are trading at a discount of 10.0% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended March 31, 2019 and the fiscal year ended September 30, 2018, the Fund did not repurchase any shares.

Transactions in common shares of beneficial interest for the six months ended March 31, 2019 and the fiscal year ended September 30, 2018 were as follows:

	Six Months Ended March 31, 2019 (Unaudited)				Year Ended September 30, 2018
	Shares		Amount		Shares		Amount
Net increase in net assets from common shares issued upon reinvestment of distributions		88,281		$745,968		65,634		$604,486

18

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

The Fund has an effective shelf registration authorizing the offering of an additional $100 million of common or preferred shares. As of March 31, 2019, after considering the Series A Preferred offering, the Fund has approximately $70 million available for issuance under the current shelf registration.

On September 18, 2017, the Fund issued 1,200,000 shares of Series A Preferred, receiving $28,855,381, after the deduction of offering expenses of $199,619 and underwriting fees of $945,000. The liquidation value of the Series A Preferred is $25 per share. The Series A Preferred has an annual dividend rate of 5.250%. The Series A Preferred is noncallable before September 18, 2022. At March 31, 2019, 1,200,000 shares of Series A Preferred were outstanding and accrued dividends amounted to $21,875. The Board has authorized the repurchase of the Series A Preferred in the open market at prices less than the $25 liquidation value per share.

The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of Series A Preferred, par value $0.01. The Series A Preferred are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A Preferred are cumulative. The Fund is required by the 1940 Act and by the Statement of Preferences to meet certain asset coverage tests with respect to the Series A Preferred. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Series A Preferred at the redemption price of $25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed rate, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

The holders of Series A Preferred generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common shares as a single class. The holders of Series A Preferred voting together as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the Series A Preferred, voting as a single class, will be required to approve any plan of reorganization adversely affecting the Series A Preferred, and the approval of two-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding Series A Preferred and of the Fund’s outstanding voting securities are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment policies.

6. Convertible Securities Concentration. It is the Fund’s policy to invest at least 65% of its assets in convertible securities. Although convertible securities derive part of their value from that of the securities into which they are convertible, they are not considered derivative financial instruments. However, the Fund’s mandatory convertible securities include features which render them more sensitive to price changes of their underlying securities. Thus they expose the Fund to greater downside risk than traditional convertible securities, but generally less than that of the underlying common stock.

19

Ellsworth Growth and Income Fund Ltd.

Notes to Financial Statements (Unaudited) (Continued)

7. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

8. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

Shareholder Meeting – May 13, 2019 – Final Results

The Fund’s Annual Meeting of Shareholders was held on May 13, 2019, in Greenwich, Connecticut. At that meeting, common and preferred shareholders, voting together as a single class, elected James A. Dinsmore, Elizabeth C. Bogan, and Anthonie C. van Ekris as Trustees of the Fund. A total of 12,592,402 votes, 12,607,426 votes, and 12,591,793 votes were cast in favor of these Trustees, and a total of 707,089 votes, 692,065 votes, and 707,698 votes were withheld for these Trustees, respectively.

Mario J. Gabelli, Kinchen C. Bizzell, James P. Conn, Frank J. Fahrenkopf, Jr., Daniel D. Harding, Michael J. Melarkey, Kuni Nakamura, and Nicolas W. Platt continue to serve in their capacities as Trustees of the Fund.

We thank you for your participation and appreciate your continued support.

20

ELLSWORTH GROWTH AND INCOME FUND LTD.

AND YOUR PERSONAL PRIVACY

Who are we?

The Ellsworth Growth and Income Fund Ltd. (the “Fund”) is a closed-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, which is affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory services for a variety of clients.

What kind of non-public information do we collect about you if you become a Fund shareholder?

When you purchase shares of the Fund on the New York Stock Exchange, you have the option of registering directly with our transfer agent in order, for example, to participate in our dividend reinvestment plan.

● Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

● Information about your transactions with us. This would include information about the shares that you buy or sell; it may also include information about whether you sell or exercise rights that we have issued from time to time. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

This page was intentionally left blank.

Ellsworth Growth and Income Fund Ltd.

One Corporate Center

Rye, NY 10580-1422

(Y)our Portfolio Management Team Biographies

Thomas H. Dinsmore, CFA, joined Gabelli Funds, LLC in 2015. He currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Previously Mr. Dinsmore was Chairman and CEO of Dinsmore Capital Management; CEO and Portfolio Manager of Bancroft Fund Ltd; and CEO, Portfolio Manager, and co-founder of Ellsworth Growth and Income Fund Ltd. He received a BS in Economics from the Wharton School of Business and an MA degree in Economics from Fairleigh Dickinson University.

Jane D. O’Keeffe joined Gabelli Funds, LLC in 2015. She currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Previously Ms. O’Keeffe was President and Director of Dinsmore Capital Management where she was also a Portfolio Manager of Bancroft Fund Ltd. and Ellsworth Growth and Income Fund Ltd. Prior to joining Dinsmore Capital Management, Ms. O’Keeffe held positions of increasing responsibilities at IDS Progressive Fund, Soros Fund Management Company, Simms Capital Management, and Fiduciary Trust International. She earned a BA from the University of New Hampshire and attended the Lubin Graduate School of Business at Pace University.

James A. Dinsmore, CFA, joined Gabelli Funds, LLC in 2015. He currently serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Dinsmore received a BA in Economics from Cornell University and an MBA degree from Rutgers University.

We have separated the portfolio managers’ commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio managers’ commentary is unrestricted. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “Specialized Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “Convertible Securities Funds.”

The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.

The NASDAQ symbol for the Net Asset Value is “XECFX.”

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 10.0% or more from the net asset value of the shares. The Fund may also from time to time purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.

ELLSWORTH GROWTH AND INCOME FUND LTD.

One Corporate Center

Rye, NY 10580-1422

t   800-GABELLI (800-422-3554)

f   914-921-5118

e  info@gabelli.com

    GABELLI.COM

TRUSTEES

Mario J. Gabelli, CFA

Chairman and

Chief Executive Officer,

GAMCO Investors, Inc.

Executive Chairman,

Associated Capital Group Inc.

Kinchen C. Bizzell

Former Managing Director,

CAVU Securities

Elizabeth C. Bogan

Senior Lecturer, Economics

Princeton University

James P. Conn

Former Managing Director &

Chief Investment Officer,

Financial Security Assurance

Holdings Ltd.

James A. Dinsmore, CFA

Portfolio Manager,

Gabelli Funds, LLC

Frank J. Fahrenkopf, Jr.

Former President &

Chief Executive Officer,

American Gaming Association

Daniel D. Harding

Managing General Partner,

Global Equity Income Fund

Michael J. Melarkey

Of Counsel,

McDonald Carano Wilson LLP

Kuni Nakamura

President,

Advanced Polymer, Inc.

Nicolas W. Platt

Former Managing Director,

FTI Consulting Inc.

Anthonie C. van Ekris

Chairman,

BALMAC International Inc.

OFFICERS

James A. Dinsmore, CFA

President

John C. Ball

Treasurer

Agnes Mullady

Vice President

Andrea R. Mango

Secretary & Vice President

Richard J. Walz

Chief Compliance Officer

Laurissa M. Martire

Vice President & Ombudsman

Bethany A. Uhlein

Vice President & Ombudsman

INVESTMENT ADVISER

Gabelli Funds, LLC

CUSTODIAN

State Street Bank and Trust

Company

COUNSEL

Skadden, Arps, Slate, Meagher & Flom LLP

TRANSFER AGENT AND

REGISTRAR

American Stock Transfer and

Trust Company

ECF Q1/2019

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

REGISTRANT PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number  of Shares (or  Units) Purchased)	(b) Average  Price Paid per  Share (or Unit)	(c) Total Number of Shares  (or Units) Purchased as Part  of Publicly Announced  Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs
Month #1 10/01/2018 through 10/31/2018	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 12,934,886 Preferred Series A – 1,200,000
Month #2 11/01/2018 through 11/30/2018	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 12,934,886 Preferred Series A – 1,200,000
Month #3 12/01/2018 through 12/31/2018	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,023,167 Preferred Series A –1,200,000
Month #4 01/01/2019 through 01/31/2019	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,023,167 Preferred Series A –1,200,000
Month #5 02/01/2019 through 02/28/2019	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,023,167 Preferred Series A – 1,200,000
Month #6 03/01/2019 through 03/31/2019	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – 13,023,167 Preferred Series A –1,200,000
Total	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	Common – N/A Preferred Series A – N/A	N/A

Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:

a. The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund’s quarterly report in accordance with Section 23(c) of the Investment Company Act of 1940, as amended.

b. The dollar amount (or share or unit amount) approved– Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 10% or more from the net asset value of the shares.

Any or all preferred shares outstanding may be repurchased when the Fund’s preferred shares are trading at a discount to the liquidation value of $25.00.

c. The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing.

d. Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing.

e. Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. – The Fund’s repurchase plans are ongoing.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)     Ellsworth Growth and Income Fund Ltd.                                                            

By (Signature and Title)*    /s/ James A. Dinsmore                                                                    

                                                  James A. Dinsmore, Principal Executive Officer

Date     6/04/2019                                                                                                                           

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*    /s/ James A. Dinsmore                                                                     

                                                  James A. Dinsmore, Principal Executive Officer

Date     6/04/2019                                                                                                                           

By (Signature and Title)*    /s/ John C. Ball                                                                                

                                                  John C. Ball, Principal Financial Officer and Treasurer

Date     6/04/2019                                                                                                                           

^* Print the name and title of each signing officer under his or her signature.

EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, James A. Dinsmore, certify that:

1. I have reviewed this report on Form N-CSR of Ellsworth Growth and Income Fund Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    6/04/2019	/s/ James A. Dinsmore
	James A. Dinsmore, Principal Executive Officer

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, John C. Ball, certify that:

1. I have reviewed this report on Form N-CSR of Ellsworth Growth and Income Fund Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    6/04/2019	/s/ John C. Ball
	John C. Ball, Principal Financial Officer and Treasurer

EX-99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the

Sarbanes-Oxley Act

I, James A. Dinsmore, Principal Executive Officer of Ellsworth Growth and Income Fund Ltd. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:   6/04/2019	/s/ James A. Dinsmore
	James A. Dinsmore, Principal Executive Officer

I, John C. Ball, Principal Financial Officer and Treasurer of Ellsworth Growth and Income Fund Ltd. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:   6/04/2019	/s/ John C. Ball
	John C. Ball, Principal Financial Officer and Treasurer