EX-99.77B ACCT LTTR

Attachment 77B

Report of Independent Accountants

To the Board of Directors and Shareholders
of Bancroft Convertible Fund, Inc.

In planning and performing our audit of the financial
statements of Bancroft Convertible Fund, Inc. (the "Fund")
for the year ended October 31, 2002 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 October 31, 2002.

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.

PricewaterhouseCoopers LLP

New York, New York
November 18, 2002

EX-99.B BYLAWS

Exhibit 77Q1:A

THIRD AMENDED AND RESTATED BYLAWS OF
BANCROFT CONVERTIBLE FUND, INC.
(Adopted Effective August 21, 2002)
___________________________________
ARTICLE I

OFFICES
       Section 1.  The registered office in the State of Delaware
shall be as stated in the Certificate of Incorporation or at such
other location in the State of Delaware to which the registered
office shall be changed by action of the Board of Directors.
       Section 2.  The Corporation may also have offices at such
other places both within and without the State of Delaware as the
Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II

MEETINGS OF STOCKHOLDERS
       Section 1.  All meetings of the stockholders shall be held
at such time and place, within or without the State of Delaware,
as may be fixed from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
       Section 2.  Annual meetings of stockholders shall be held
on the fourth Wednesday in February, or any other day as may be
fixed by the Board of Directors and stated in the notice of the
meeting, at which they shall elect, by a plurality vote,
Directors and shall transact such other business as may properly
be brought before the meeting.
       Section 3.  Written notice of the annual meeting, stating
the place, date and hour of the meeting, shall be given to each
stockholder entitled to vote thereat not less than ten nor more
than sixty days before the date of the meeting.
       Section 4.  The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of and the number of
shares registered in the name of each stockholder.  Such list
shall be open to the examination of any stockholder, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city, town or
village where the meeting is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at
the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of the meeting during the
whole time thereof, and subject to the inspection of any
stockholder who may be present.
       Section 5.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the Certificate of Incorporation, may be called by the Chairman
of the Board of Directors or the President and shall be called by
the Chairman of the Board or President at the request in writing
of a majority of the Board of Directors, or at the request in
writing of the stockholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding
and entitled to vote.  Such request shall state the purpose and
purposes of the proposed meeting.
       Section 6.  Written notice of a special meeting of
stockholders, stating the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called, shall be
given to each stockholder entitled to vote thereat, not less than
ten nor more than sixty days before the date fixed for the
meeting, provided, however, that the first meeting of
stockholders may be held on two days notice given to each
stockholder.
       Section 7.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.

QUORUM AND VOTING

       Section 8.  The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate of
Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified.  If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote of the meeting.
       Section 9.  When a quorum is present at any meeting, in all
matters other than the election of Directors, the affirmative
vote of the majority of shares present in person or represented
by proxy at such meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless the question
is one upon which, by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.  Directors shall be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of Directors.
       Section 10.  Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on or after one year
from its date, unless the proxy provides for a longer period.  A
proxy may be given to the Corporation by the stockholder or by
his or her duly authorized attorney in fact.  A proxy may be
given to the Corporation through written, electronic,
computerized, telegram, cablegram, facsimile, telecommunication
or telex communication.  A stockholder may duly authorize an
attorney in fact through written, electronic, telephonic,
computerized, telegram, cablegram, facsimile, telecommunication,
telex or oral communication or by any other form of
communication.
       Section 11.  Whenever the vote of the stockholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the
statutes or of the Certificate of Incorporation, the meeting,
notice thereof and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon
the action if such meeting were held shall consent in writing to
such corporate action being taken and the writing is filed with
the minutes of the proceedings of such holders.

NOMINATIONS AND PROPOSALS BY STOCKHOLDERS

       Section 12.  (a) Annual Meetings of Stockholders.
(1)	Nominations of persons for election to
the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting
of stockholders (A) pursuant to the Corporation's notice of
meeting, (B) by or at the direction of the Board of Directors or
(C) by any stockholder of the Corporation who was a stockholder
of record both at the time of giving of notice provided for in
this Section 12(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 12(a).
(2)	For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (C) of paragraph (a)(1) of this Section 12,
the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation and such other business must
otherwise be a proper matter for action by stockholders.  To be
timely, a stockholder's notice shall be delivered to the
secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days
from such anniversary date or if the Corporation has not
previously held an annual meeting, notice by the stockholder to
be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day
prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first
made by the Corporation.  In no event shall the public
announcement of a postponement or adjournment of an annual
meeting to a later date or time commence a new time period for
the giving of a stockholder's notice as described above.  Such
stockholder's notice shall set forth (A) as to each person whom
the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest
in such business of such stockholder and of the beneficial owner,
if any, on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, (i) the name
and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the
number of shares of each class of stock of the Corporation which
are owned beneficially and of record by such stockholder and such
beneficial owner.
(3)	Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 12 to the contrary,
in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required
by this Section 12(a) shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the
principal executive offices of the Corporation not later than the
close of business on the tenth day following the day on which
such public announcement is first made by the Corporation
(b)	Special Meetings of Stockholders.  Only such
business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.  Nominations of persons for
election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (A)
pursuant to the Corporation's notice of meeting, (B) by or at the
direction of the Board of Directors or (C) provided that the
Board of Directors has determined that directors shall be elected
at such special meeting, by any stockholder of the Corporation
who is a stockholder of record both at the time of giving of
notice provided for in this Section 12(b) and at the time of the
special meeting, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section
12(b).  In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to
the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if
the stockholder's notice containing the information required by
paragraph (a)(2) of this Section 12 shall be delivered to the
secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the
tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence
a new time period for the giving of a stockholder's notice as
described above.
(c)	General.
(1)	Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall
be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section 12.  The chairman of the meeting shall have the
power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth
in this Section 12 and, if any proposed nomination or business is
not in compliance with this Section 12, to declare that such
nomination or proposal shall be disregarded.
(2)	For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable
news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
                      (3)	Notwithstanding the foregoing provisions
of this Section 12, a stockholder shall also comply with all
applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters
set forth in this Section 12.  Nothing in this Section 12 shall
be deemed to affect any rights of stockholders to request
inclusion of proposals in, nor any rights of the Corporation to
omit a proposal from, the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act.
ARTICLE III

DIRECTORS
       Section 1.  The number of Directors which shall constitute
the whole Board shall be determined from time to time by the
Board of Directors, but shall not be less than five.  Beginning
in 1972, the Directors shall be elected at the annual meeting of
the stockholders.  For purposes of this Article III, a potential
Director will not be deemed to be qualified to serve as a
Director unless, after giving effect to his or her election to
the Board of Directors, at least two-thirds of the Board of
Directors would be Independent Directors, as defined in Section 3
below.
       Section 2.  Any vacancy in the Board of Directors resulting
from death, resignation, increase in the authorized number of
Directors or otherwise, may be filled for the unexpired term by a
majority vote of the remaining Directors in office, though less
than a quorum; provided, that:  (i) the Independent Director
requirements specified in Section 1 above are satisfied, (ii)
after the filling of any such vacancy at least two-thirds of the
Board of Directors then holding office shall have been elected by
the stockholders, and (iii) if at any time less than a majority
of the Directors then holding office were elected by the
stockholders, a stockholders' meeting shall forthwith be called,
to be held as promptly as possible, and in any event within sixty
days, for the purpose of electing an entire new Board of
Directors.  If, at any time, fewer than two-thirds of the
Directors are Independent Directors, the Board of Directors
shall, at the next regularly scheduled meeting or at any special
meeting, consider appointing additional Independent Directors to
the Board.  Each Director elected shall hold office until his or
her successor is elected and qualified.  Unless the Board of
Directors adopts a policy that provides otherwise, Directors need
not be stockholders.
       Section 3.  For purposes of these Bylaws, a Director shall
be deemed to be an "Independent Director" if he or she:  (i) is
not an "interested person" of the Corporation within the meaning
of the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder and (ii) is not a former
officer or director of the Corporation's investment adviser or
its subsidiary.
       Section 4.  The business of the Corporation shall be
managed by its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not by statute or by the Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by
the stockholders.
       Section 5.  The Independent Directors of the Corporation,
as defined in Section 3 above, or a committee consisting of one
or more Independent Directors, may use the assets of the
Corporation to retain experts, including legal counsel other than
regular legal counsel to the Corporation and the Independent
Directors, when they deem it necessary to further the interests
of the Corporation's stockholders.

MEETING OF THE BOARD OF DIRECTORS

       Section 6.  The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
       Section 7.  The first meeting of each newly elected Board
of Directors shall be held as soon as practicable following and
at the same place as the Annual Meeting of Stockholders and no
notice of such meeting shall be necessary to the newly elected
Directors in order legally to constitute the meeting, provided a
quorum shall be present.  In the event such meeting is not held
at the said time and place, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the
Directors.
       Section 8.  Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall
from time to time be determined by the Board.
       Section 9.  Special meetings of the Board may be called by
the Chairman of the Board or the President on one day's notice to
each Director, either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board or
the President in like manner and on like notice on the written
request of two Directors.  Personal notice shall include notice
given orally or by telephone.
       Section 10.  At all meetings of the Board, a majority of
the total number of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation.  If a quorum shall not be present at any meeting
of the Board of Directors, the Directors present thereat may
adjourn the meeting from time to time without notice other than
announcement at the meeting, until a quorum shall be present.
       Section 11.  Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
       Section 12.  Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.

COMMITTEES OF DIRECTORS

       Section 13.  The Board shall, by resolution adopted by a
majority of the entire Board, designate an Audit Committee and a
Nominating and Administration Committee, each consisting of two
or more Directors and having such powers and duties as the Board
of Directors may, by resolution and in the Charter of such
Committee, prescribe.  The Board may from time to time, by
resolution adopted by a majority of the entire Board, designate
one or more other committees of the Board, each consisting of two
or more Directors and having such powers and duties as the Board
of Directors may, by resolution and in the Charter of such
Committee, prescribe.  Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.  In the absence or
disqualification of any member of any such committee, the member
or members thereof present at any meeting and not disqualified
from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or
disqualified member.
       Section 14.  Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when
required.
       Section 15.  Each committee shall have a Charter, which
shall be adopted by the Board of Directors.

COMPENSATION OF DIRECTORS

       Section 16.  The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors.  A
Director may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as Director, or both
such fixed sum and stated salary.  No such payment shall preclude
any Director from serving the Corporation in any other capacity
and receiving compensation therefor.  Members of special or
standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV

NOTICES
       Section 1.  Notices to stockholders shall be in writing and
delivered personally or mailed to stockholders at their addresses
appearing on the books of the Corporation.  Notices to Directors
shall be oral or by telephone, telegram or facsimile, or in
writing delivered personally or mailed to the Directors at their
addresses appearing on the books of the Corporation.  Notice by
mail to stockholders or Directors shall be deemed to be given at
the time when the same shall be mailed.
       Section 2.  Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V

OFFICERS
       Section 1.  The officers of the Corporation shall include
the Chairman of the Board, the President, one or more Vice
Presidents (one of whom may be designated an Executive Vice
President), the Treasurer and the Secretary.  Any two or more
offices may be held by the same person.  Such officers shall be
elected by the Board of Directors each year at the organization
meeting held after the annual meeting of stockholders, each to
hold office until the meeting of the Board following the next
annual meeting of the stockholders and until his or her successor
shall have been duly elected and shall have qualified, or until
his or her death, or until he or she shall have resigned, or have
been removed, as hereinafter provided in these Bylaws.  The Board
may from time to time elect, or delegate to the Chairman of the
Board or the President the power to appoint, such officers
(including one or more Assistant Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Secretaries) and
such agents, as may be necessary or desirable for the business of
the Corporation.
       Section 2.  Any officer of the Corporation may resign at
any time by giving written notice of his or her resignation to
the Board, the Chairman of the Board, the President or the
Secretary.  Any such resignation shall take effect at the time
specified therein, or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
       Section 3.  Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote
of the majority of the entire Board at any meeting of the Board
or, except in the case of an officer or agent elected or
appointed by the Board, by the Chairman of the Board or by the
President.
       Section 4.  A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for
the unexpired portion of the term of the office which shall be
vacant, in the manner prescribed in these Bylaws for the regular
election or appointment to such office.
       Section 5.  The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

THE CHAIRMAN

       Section 6.  The Chairman of the Board shall be the chief
executive officer of the Corporation and shall have the general
and active management of the business of the Corporation and
general and active supervision and direction over the other
officers, agents and employees and shall see that their duties
are properly performed.  He or she shall, if present, preside at
each meeting of the stockholders and of the Board and shall be an
ex officio member of all committees of the Board.  He or she
shall perform all duties incident to the office of Chairman of
the Board and chief executive officer and such other duties as
may from time to time be assigned to him or her by the Board.  In
the case of the absence of the President or his or her inability
to act, the Chairman of the Board shall perform the duties of the
President and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the President.  He or she
shall perform all the duties incident to the office of president
and such other duties as from time to time may be assigned to him
or her by the Board or these Bylaws.

THE PRESIDENT

       Section 7.  The President shall be the chief administrative
officer of the Corporation and shall have general and active
supervision and direction over the business and affairs of the
Corporation and over its several officers, subject, however, to
the direction of the Chairman of the Board and the control of the
Board.  At the request of the Chairman of the Board, or in the
case of his or her absence or inability to act, the President
shall perform the duties of the Chairman of the Board and when so
acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.  He or she shall
perform all duties incident to the office of Chairman of the
Board and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board.
He or she shall perform all duties incident to the office of the
Chairman of the Board and such other duties as from time to time
may be assigned to him or her by the Board, the Chairman of the
Board or these Bylaws.

VICE-PRESIDENTS

       Section 8.  In the absence of the President or in the event
of his or her refusal to act, and if a Vice President has been
appointed by the Board of Directors, the Vice President (or in
the event there be more than one Vice President, the Vice
Presidents in the order designated by the Directors, or in the
absence of any designation, then in the order of their election)
shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President.  Each Vice President shall
perform such other duties as from time to time may be assigned to
him or her by the Board, the Chairman of the Board or the
President.

THE TREASURER AND ASSISTANT TREASURER

       Section 9.  The Treasurer shall
(a)	have charge and custody of, and be responsible
for, all the funds and securities of the Corporation, except
those which the Corporation has placed in the custody of a bank
or trust company pursuant to a written agreement designating such
bank or trust company as custodian of the property of the
Corporation;
(b)	keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, except that
such functions may be delegated to the Custodian of the property
of the Corporation pursuant to a written agreement;
(c)	cause all moneys and other valuables to be
deposited to the credit of the Corporation;
(d)	receive, and give receipts for, moneys due and
payable to the Corporation from any source whatsoever;
(e)	disburse the funds of the Corporation and
supervise the investment of its funds as ordered or authorized by
the Board, taking proper vouchers therefor; and
(f)	in general, perform all the duties incident to
the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Board, the President,
or the Chairman of the Board.
       Section 10.  The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination,
then in order of their election) shall, in the absence of the
Treasurer or in the event of his or her inability or refusal to
act, perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

       Section 11.  The Secretary shall
(a)	keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders;
(b)	see that all notices are duly given in
accordance with the provisions of these Bylaws and as required by
law;
(c)	be custodian of the records and the seal of the
Corporation and affix and        attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal;
(d)	see that the books, reports, statements,
certificates and other documents and records required by law to
be kept and filed are properly kept and filed; and
(e)	in general, perform all the duties incident to
the office of Secretary and such other duties as from time to
time may be assigned to him or her by the Board, the President,
or the Chairman of the Board.
       Section 12.  The Assistant Secretary, or if there shall be
more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination,
then in order of their election) shall, in the absence of the
Secretary or in the event of his or her inability or refusal to
act, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
ARTICLE VI

CERTIFICATES OF STOCK
       Section 1.  Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of
the Corporation by, the Chairman of the Board, the President or a
Vice President and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, and
sealed with the manual or facsimile seal of the Corporation,
certifying the number of shares owned by him or her in the
Corporation.
       Section 2.  Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the
signature of any such President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be
facsimile.  In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any
such certificate or certificates, shall cease to be such officer
or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to
be such officer or officers of the Corporation.

LOST CERTIFICATES

       Section 3.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, or upon
receipt of other satisfactory evidence of such loss, theft or
destruction.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or
destroyed.

TRANSFERS OF STOCK

       Section 4.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.

CLOSING OF TRANSFER BOOKS

       Section 5.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may
fix in advance a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.  A determination of
stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.  Unless a record date
is fixed by the Board of Directors for the determination of
stockholders entitled to receive notice of, or to vote at, a
stockholders' meeting, transferees of shares which are
transferred on the books of the Corporation within twenty days
next preceding the date of such meeting shall not be entitled to
receive notice of, or to vote at, such meeting.

REGISTERED STOCKHOLDERS

       Section 6.  The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII

GENERAL PROVISIONS
FISCAL YEAR

       Section 1.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

SEAL

       Section 2.  The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware."  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

REPORTS

       Section 3.  The Corporation shall transmit to its
stockholders semi-annual unaudited or audited reports of its
financial condition and annual reports audited by independent
public accountants.

DIVIDENDS

       Section 4.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting pursuant to law.  Dividends may
be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
       Section 5.  Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Directors from time to time, in
their absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for
such other purpose as the Directors shall think conducive to the
interest of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE VIII

INDEMNIFICATION
       The Corporation shall indemnify its officers and Directors
to the extent permitted by Delaware law as amended from time to
time, provided, however, that no officer or Director shall be
protected against any liability to the corporation or its
stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
or her office.
ARTICLE IX

AMENDMENTS
       These Bylaws may be amended or repealed, or new Bylaws may
be adopted by the Board of Directors at any meeting thereof;
provided, however, that notice of such meeting shall have been
given as provided in these Bylaws, which notice shall mention
that amendment or repeal of the Bylaws, or the adoption of new
Bylaws, is one of the purposes of such meeting.  Any such Bylaws
adopted by the Board may be amended or repealed, or new Bylaws
may be adopted, by vote of the stockholders of the Corporation,
at any annual or special meeting thereof; provided, however, that
the notice of such meeting shall have been given as provided in
these Bylaws, which notice shall mention that amendment or repeal
of these Bylaws, or the adoption of new Bylaws, is one of the
purposes of such meeting.

EX-99.1 CHARTER

Exhibit 77Q1: B

BANCROFT CONVERTIBLE FUND, INC.
ELLSWORTH CONVERTIBLE GROWTH AND INCOME FUND, INC.
(THE "FUNDS")
AMENDED AND RESTATED
AUDIT COMMITTEES CHARTER
(Effective October 14, 2002)
1.	Each member of the Audit Committees shall meet the audit
committee composition requirements for serving on audit
committees, and any related requirements regarding the
financial sophistication or financial expertise of audit
committee members, as set forth from time to time in the AMEX
listing standards and in any applicable rules promulgated by
the Securities and Exchange Commission (the "SEC").
2.	Each member of the Audit Committees shall be free of any
relationship that, in the opinion of the Boards of Directors
of the Funds, would interfere with his or her individual
exercise of independent judgment.  Each member of the Audit
Committees also shall meet the director independence
requirements for serving on audit committees as set forth from
time to time in the AMEX listing standards and in any
applicable rules promulgated by the SEC and shall be
"independent" from the Funds, as defined in Section 10A of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") (members that meet such requirements are referred to
herein as the "independent directors").  In addition, no
member shall be an "interested person" of the Funds, as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act").
3.	The purposes of the Audit Committees are:
(a)	in their capacity as committees of the Boards of
Directors, to be directly responsible for the
appointment, compensation and oversight of any
independent auditors employed by the Funds (including
resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose
of preparing or issuing an audit report or related work;
(b)	to oversee the Funds' accounting and financial reporting
policies and practices, its internal controls and, as
appropriate, the internal controls of certain service
providers;
(c)	to oversee the quality and objectivity of the Funds'
financial statements and the independent audit thereof;
and
(d)	to the extent required by Section 10A of the Exchange
Act, to preapprove all permissible non-audit services
that are provided to the Funds by their independent
auditors.
The function of the Audit Committees is oversight; it is
management's responsibility to maintain appropriate systems
for accounting and internal control, and the independent
auditors' responsibility to plan and carry out a proper audit.
The independent auditors are ultimately accountable to the
Audit Committees.
4.	To carry out their purposes, the Audit Committees shall have
the following duties and powers:
(a)	to appoint, compensate, oversee and, where appropriate,
terminate the Funds' independent auditors and, in
connection therewith, to evaluate the independence of
such auditors, including whether such auditors provide
any consulting services to the Funds' investment
adviser, and to receive from such auditors a formal
written statement delineating all relationships between
such auditors and the Funds;
(b)	to meet with the Funds' independent auditors, including
private meetings, as necessary (i) to review the
arrangements for and scope of the annual audit and any
special audits and any audit plans prepared by the
independent auditors for the Funds; (ii) to discuss any
matters of concern relating to the Funds' financial
statements, including any adjustments to such statements
recommended by the independent auditors, or other
results of said audit(s); (iii) to consider the
independent auditors' comments with respect to the
Funds' financial policies, procedures and internal
accounting controls and management's responses thereto;
and (iv) to review the form of opinion the independent
auditors propose to render to the Boards of Directors
and shareholders;
(c)	to receive and review the written disclosures and the
letter from the independent auditors regarding their
independence, to discuss with such auditors their
independence, and to consider whether the provision by
such auditors of non-audit services to (i) the Funds,
(ii) their advisor or (iii) any person that controls, is
controlled by or is under common control with such
advisor that provides services to the Funds, is
compatible with maintaining such auditors' independence;
(d)	to review and discuss audited financial statements
contained in annual and other periodic reports to
shareholders with management and the independent
auditors to determine that such auditors are satisfied
with the disclosure and content of the annual financial
statements and the quality of the Funds' accounting
principles as applied in their financial reporting, and
also to discuss with management and the independent
auditors the clarity, consistency and completeness of
accounting policies and disclosures;
(e)	based upon a review of the items discussed in (c) and
(d) above, to recommend to the Boards of Directors that
the Funds' audited financial statements be included in
the Funds' annual reports to shareholders;
(f)	to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by
management or the independent auditors and to review
information received from management and such auditors
regarding regulatory changes and new accounting
pronouncements that affect net asset value calculations
and financial statement reporting requirements;
(g)	to the extent that certifications by officers of the
Funds (the "signing officers") as to the Funds'
financial statements or other financial information are
required by applicable law to be included with or in the
Funds' periodic reports filed with the SEC, to receive
from such officers notifications if such certifications
are not included for any reason;
(h)	to meet as necessary with counsel to the Funds, counsel
to the directors of the Funds who are not "interested
persons," as defined in the 1940 Act, of the Funds
("disinterested directors") and, if applicable,
independent counsel or other advisers to the Audit
Committees and to review information provided by all
such persons on legal issues having the possibility of
impacting the financial reporting process, including
items of industry-wide importance and internal issues
such as litigation;
(i)	to the extent required by Section 10A of the Exchange
Act, to preapprove all permissible non-audit services
that are provided to the Funds by their independent
auditors; provided, however, that such preapproval may
be delegated to one or more members of the Audit
Committees who are both independent directors and
disinterested directors so long as any such member's
decision to preapprove is presented to the full Audit
Committees at their next scheduled meeting;
(j)	to review and approve the fees charged by the
independent auditors for audit and permissible non-audit
services;
(k)	to investigate improprieties or suspected improprieties
in fund operations, including but not limited to
receiving and reviewing disclosures by the Funds'
signing officers to the Audit Committees of (i) all
significant deficiencies in the design or operation of
internal controls which could adversely affect the
Funds' ability to record, process, summarize, and report
financial data and (ii) any fraud, whether or not
material, that involves management or other employees
who have a significant role in the Funds' internal
controls;
(l)	to establish procedures for (i) the receipt, retention
and treatment of complaints received by the Funds
regarding accounting, internal accounting controls or
auditing matters and (ii) the confidential, anonymous
submission by employees of the Funds (or the Funds'
investment adviser) of concerns regarding questionable
accounting or auditing matters;
(m)	to receive and review information provided by management
and the independent auditors regarding the Funds'
accounting system and controls, including but not
limited to receiving from the Funds' independent
auditors information concerning (i) all critical
accounting policies and practices to be used, (ii) all
alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management officials of the Funds,
ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by such
independent auditors, and (iii) other material written
communications between such independent auditors and the
management of the Funds such as the management letter or
schedule of unadjusted differences; and
(n)	to report their activities to the full Boards of
Directors on a regular basis and to make such
recommendations and/or decisions with respect to the
above and other matters as the Audit Committees may deem
necessary or appropriate.
5.	The Audit Committees shall appoint the Funds' independent
auditors at an in-person meeting.  If, at any time, the
approval by the Audit Committees of the Funds' independent
auditors constitutes an approval of such auditors by less than
a majority of the disinterested directors, such approval shall
be ratified by a majority of the Funds' disinterested
directors at the next regularly scheduled in-person meeting of
the Boards of Directors.
6.	The Audit Committees shall meet on a regular basis and are
empowered to hold special meetings as circumstances require.
The Audit Committees may meet either on their own or in
conjunction with meetings of the full Boards of Directors.
Meetings of the Audit Committees may be held in person or by
conference telephone.  Where appropriate, the Audit Committees
may take action by unanimous written consent in lieu of a
meeting.
7.	The Audit Committees shall regularly meet with the Treasurer
of the Funds.
8.	The Audit Committees shall have the resources and authority
appropriate to carry out their duties, including the authority
to engage independent counsel and other advisers, experts or
consultants as they deem necessary to carry out their duties,
all at the expense of the appropriate Fund(s).
9.	The Funds shall provide for appropriate funding, as determined
by the Audit Committees, in their capacity as committees of
the Boards of Directors, for payment of compensation (i) to
the independent auditors employed by the Funds for the purpose
of rendering or issuing an audit report and (ii) to any
independent counsel or other advisers employed by the Audit
Committees.
10.	The Audit Committees shall review this Charter at least
annually and recommend any changes to the full Boards of
Directors.  This Charter may be amended only by the Boards of
Directors, with the approval of a majority of the
disinterested directors.
11.	Each Fund shall maintain and preserve in an easily accessible
place a copy of this Charter and any modification to this
Charter.

EX-99

Exhibit 77Q3:A

As of November 27, 2002, an evaluation was performed under the
supervision and with the participation of the officers of
Bancroft Convertible Fund, Inc. (the "Company"), including the
principal executive officer ("PEO") and principal financial
officer ("PFO"), of the effectiveness of the Company's
disclosure controls and procedures.  Based on that evaluation,
the Company's officers, including the PEO and PFO, concluded
that, as of November 27, 2002, the Company's disclosure controls
and procedures were reasonably designed so as to ensure that
material information relating to the Company is made known
to the PEO and PFO.  There have been no significant changes in
the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation and until the filing of this report, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

EX-99

Exhibit 77Q3:B

I, Thomas H. Dinsmore certify that:
1.	I have reviewed this report on Form N-SAR of
Bancroft Convertible Fund, Inc.;
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 information
included in this report, and the financial
statements on which the financial information is
based, 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 officers and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act)
for the registrant and have;
(a)	designed such disclosure controls and
procedures 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)	evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this report (the
"Evaluation Date"); and
(c)	presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our
evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I
have disclosed, based on our most recent
evaluation, 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 in the design
or operation of internal controls which
could adversely affect the registrant's
ability to record, process, summarize, and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
(b)	any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
6.	The registrant's other certifying officers and I
have indicated in this report whether or not there
were significant changes in internal controls or
in other factors that could significantly affect
internal controls subsequent to the date of our
most recent evaluation, including any corrective
actions with regard to significant deficiencies
and material weaknesses.

Date:  December 23, 2002

/s/ Thomas H. Dinsmore
Chairman of the Board

(principal executive officer)

EX-99

Exhibit 77Q3:C

I, Gary I. Levine certify that:
1.	I have reviewed this report on Form N-SAR of
Bancroft Convertible Fund, Inc.;
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 information
included in this report, and the financial
statements on which the financial information is
based, 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 officers and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act)
for the registrant and have;
(a)	designed such disclosure controls and
procedures 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)	evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this report (the
"Evaluation Date"); and
(c)	presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our
evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I
have disclosed, based on our most recent
evaluation, 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 in the design
or operation of internal controls which
could adversely affect the registrant's
ability to record, process, summarize, and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
(b)	any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
6.	The registrant's other certifying officers and I
have indicated in this report whether or not there
were significant changes in internal controls or
in other factors that could significantly affect
internal controls subsequent to the date of our
most recent evaluation, including any corrective
actions with regard to significant deficiencies
and material weaknesses.

Date:  December 23, 2002

/s/ Gary I. Levine
Vice President and Treasurer

(principal financial officer)