Exhibit (a)(5)

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         BANCROFT CONVERTIBLE FUND, INC.

                                    * * * * *


         Bancroft Convertible Fund, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of Bancroft
Convertible Fund, Inc., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

                  RESOLVED, that the Certificate of Incorporation of
         Bancroft Convertible Fund, Inc., as heretofore amended, be
         further amended so as to increase its authorized Common Stock
         from 3,000,000 shares of Common Stock, par value $.01 each,
         to 9,000,000 shares of Common Stock, par value $.01, by
         striking out Article Fourth thereof, which reads as follows:

                  "The total number of shares of stock which the
         Corporation shall have authority to issue is 3,000,000 shares
         of Common Stock, par value $.01 each."

         and by substituting the following:

                  "The total number of shares of stock which the
         Corporation shall have authority to issue is 9,000,000 shares
         of Common Stock, par value $.01 each."



         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, Bancroft Convertible Fund, Inc. has caused this
certificate to be signed by Ronald E. Dinsmore, Chairman of the Board of
Directors and attested by Sigmund Levine, its Secretary, this 25th day of June,
1986.


                                       BANCROFT CONVERTIBLE FUND, INC.


                                       By: /s/ Ronald E. Dinsmore
                                           -------------------------------------
                                               Ronald E. Dinsmore
                                               Chairman of the Board
                                               of Directors

ATTEST:

By: /s/ Sigmund Levine
    -------------------------------
        Sigmund Levine
        Secretary

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