Ellsworth Annual Shareholder Meeting Results and Adjournment Details

January 13, 2006 - Ellsworth Convertible Growth and Income Fund, Inc. (AMEX - ECF) today reported results from the Annual Shareholders Meeting.

The following actions were taken at the Annual Shareholders meeting held on January 13^th: (1) two directors were elected, (2) the new Investment Advisory Agreement was approved, (3) the elimination of the fundamental investment restriction limiting investments in unseasoned issuers, (4) the selection of Tait, Weller and Baker LLP as independent auditors for the 2006 fiscal year was ratified, (5) the proposal to amend the Articles of Incorporation was defeated, having received a vote of only 16.5% of the total number of shares outstanding, and (6) shareholders adjourned voting on the proposal concerning the reorganization of the Fund to a Delaware statutory trust until 10:45 a.m. on February 13, 2006, at the offices of the Fund, 65 Madison Avenue, Suite 550, Morristown, New Jersey.

Report on Remarks Made by the Chairman of the Fund at the Annual Meeting

Thomas H. Dinsmore, Chairman of the Fund, made the following remarks at the Annual Meeting.

First, Mr. Dinsmore discussed the proposal to eliminate a fundamental investment restriction that limits the Fund’s ability to buy securities of issuers with less than three years of operations (“unseasoned issuers”). Mr. Dinsmore stated that, even if the Fund purchased securities of unseasoned issuers, any such securities that are illiquid will be subject to the Fund’s limitation on investing in illiquid securities. Mr. Dinsmore also stated that certain of these securities may increase the risk profile of the Fund, but it was not management’s present intention to change the Fund’s risk profile. Mr. Dinsmore then noted that the Fund’s investment program is subject to oversight by the Fund’s Board of Directors.

Mr. Dinsmore informed shareholders that William A. Benton, one of the Fund’s initial directors, would be retiring. He thanked Mr. Benton for his significant contributions during the past 20 years.

Mr. Dinsmore discussed the pending name change for the Fund. Effective January 31, 2006, the Fund’s name will be changed to Ellsworth Fund, Inc. Mr. Dinsmore explained that this change would provide the Fund with greater flexibility to invest in non-convertible debt and preferred stock if management determines it advantageous to do so. He noted that under normal circumstances, the Fund will continue to invest at least 65% of its total assets in convertible securities and common stock received upon conversion or exchange of securities. Mr. Dinsmore also discussed the Fund’s performance for the year ended December 31, 2005.

Ellsworth Convertible Growth and Income Fund, Inc. is a closed-end management investment company with more than $110 million in net assets. The Fund’s shares are listed on the American Stock Exchange under the symbol ECF.

AMEX - ECF Cusip 289074106

For further information please contact:
Gary I. Levine Ph. (973) 631-1177 Fax (973) 631-9893