Exhibit (a)(6)

                            CERTIFICATE OF AMENDMENT

                                     OF 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 proposed
amendments to the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and calling a special meeting of the
stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:

                  RESOLVED, that the Certificate of Incorporation of
         Bancroft Convertible Fund, Inc. (the "Corporation"), as
         heretofore amended, be and it hereby is further amended by
         adding a new Article Eleventh, which shall read in full as
         follows:

                           The number of directors of the Corporation
                  shall be as provided in the By-Laws of the
                  Corporation. The directors shall be classified, with
                  respect to the time for which they severally hold
                  office into three classes, as nearly equal in number
                  as reasonably possible, with the directors in each
                  class to hold office until their successors are
                  elected and qualified. Each member of the Board of
                  Directors in the first class of directors shall hold
                  office until the Annual Meeting of Stockholders in
                  1988, each member of the Board of Directors in the
                  second class of directors shall hold office until
                  the Annual Meeting of Stockholders in 1989, and each
                  member of the Board of Directors in the third class
                  of directors shall hold office until the Annual
                  Meeting of Stockholders in 1990. At each annual
                  meeting of the stockholders of the Corporation, the
                  successors to the class of directors whose terms
                  expire at that meeting shall be elected to hold
                  office for the terms expiring at the later of the
                  annual meeting of stockholders held in the third
                  year following the year of their election and
                  qualification of the successors to such class of
                  directors.



                           Any one or more directors may be removed
                  only for cause by the stockholders as provided
                  herein. At any annual meeting of stockholders of the
                  Corporation or at any special meeting of
                  stockholders of the Corporation, the notice of which
                  shall state that the removal of a director or
                  directors is among the purposes of the meeting, the
                  holders of the outstanding shares of the Corporation
                  entitled to vote thereon, present in person or by
                  proxy, by the affirmative vote of at least
                  two-thirds of the outstanding shares of Common Stock
                  of the Corporation entitled to vote, may remove such
                  director or directors for cause.

                           The affirmative vote or consent of the
                  holders of two-thirds of the outstanding shares of
                  Common Stock of the Corporation is required to amend
                  this Article Eleventh of the certificate of
                  incorporation of the Corporation.

                  RESOLVED, that the second paragraph of Article Tenth
         of the Corporation's Certificate of Incorporation, as
         heretofore amended, be and it hereby is amended and restated
         to read in full as follows:

                           The vote of two-thirds of the outstanding
                  shares of Common Stock of the Corporation shall be
                  necessary to authorize any of the following actions:
                  (i) a merger or consolidation of the Corporation
                  with any other company (including without limitation
                  a partnership, corporation, joint venture, business
                  trust, common law trust or any other business
                  organization), (ii) the dissolution of the
                  Corporation, (iii) the sale of all or substantially
                  all of the assets of the Corporation, (iv) a change
                  in the classification of the Corporation from a
                  diversified to a non-diversified management
                  investment company as defined under the Investment
                  Company Act of 1940, (v) a change in the nature of
                  the business of the Corporation so that it would
                  cease to be an investment company registered under
                  the Investment Company Act of 1940, and (vi) any
                  amendment to the certificate of incorporation of the
                  Corporation which makes the Common Stock a
                  redeemable security (as such term is defined in the
                  Investment Company Act of 1940) or reduces the
                  two-thirds vote required to authorize any of the
                  actions in this paragraph or amends this
                  subparagraph (vi).

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special 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.

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         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 6th day of March,
1987.


                                       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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