Exhibit (a)(7)

                            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 proposed
amendments of the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and proposing that such amendments be submitted
to the stockholders of said corporation for consideration thereof at the annual
meeting of stockholders. The resolution setting forth the proposed amendment is
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 Twelfth, which shall read in full as
         follows:

                  No director of the corporation shall be liable to
         the corporation shall be liable to the corporation or its
         stockholders for monetary damages for breach of fiduciary
         duty as a director, provided that the foregoing shall not
         eliminate or limit liability of a director (i) for any breach
         of such director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or
         which involve intentional misconduct, gross negligence or
         reckless disregard of the duties involved in the conduct of
         such director's office, or a knowing violation of law, (iii)
         under Section 174 of Title 8 of the Delaware Code, or (iv)
         for any transaction from which such director derived an
         improper personal benefit.



         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 1st day of July,
1987.


                                       BANCROFT CONVERTIBLE FUND, INC.


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

ATTEST:

/s/ Sigmund Levine
-----------------------------
Secretary

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