UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING    |  SEC FILE NUMBER
                                                          |     811-04656
                                                          |
                                                          |   CUSIP NUMBER
                                                          |    289074106

(Check one): [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q
             [ ] Form 10-D  [X] Form N-SAR [ ] Form N-CSR

             For Period Ended: March 31, 2005

             [ ] Transition Report on Form 10-K
             [ ] Transition Report on Form 20-F
             [ ] Transition Report on Form 11-K
             [ ] Transition Report on Form 10-Q
             [ ] Transition Report on Form N-SAR

             For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Ellsworth Convertible Growth and Income Fund, Inc.
Full Name of Registrant

N/A
Former Name if Applicable

65 Madison Avenue
Address of Principal Executive Office (Street and Number)

Morristown, NJ 07960
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

   |(a) The reason described in reasonable detail in Part III of this form
   |    could not be eliminated without unreasonable effort or expense
   |        
   |(b) The subject annual report, semi-annual report, transition report on
   |    Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
   |    thereof, will be filed on or before the fifteenth calendar day following
[X]|    the prescribed due date; or the subject quarterly report or transition
   |    report on Form 10-Q or subject distribution report on Form 10-D, or
   |    portion thereof, will be filed on or before the fifth calendar day
   |    following the prescribed due date; and
   |       
   |(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
   |    has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

        The report on Form N-SAR by Ellsworth Convertible Growth and
        Income Fund, Inc. (the "Company") for the period ended March
        31, 2005, could not be filed timely because the financial
        statements to be contained therein have not been completed as a
        result of the re-evaluation by the Company, in consultation
        with the Company's independent public accountants, of its
        historical accounting practices with respect to the
        amortization of premiums and discounts of convertible bonds
        purchased by the Company. As a result, the process of compiling
        and disseminating the information required to be included in
        the Form N-SAR for the current period, as well as the
        completion of the required review of the registrant's financial
        information, could not be completed without incurring undue
        hardship and expense.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

          Gary I. Levine                 973                     631-1177
              (Name)                 (Area Code)            (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the preceding 12 months or for such shorter period that the
    registrant was required to file such report(s) been filed? If answer is no,
    identify report(s).

    [X] Yes [ ] No
     
(3) Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?

    [ ] Yes [X] No

    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

               Ellsworth Convertible Growth and Income Fund, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: May 31, 2005                     By:     /s/ Gary I. Levine
                                               Gary I. Levine
                                       Title:  Chief Financial Officer
                                 2