Ellsworth Growth and Income Fund Ltd.
One Corporate Center
Rye, New York 10580-1422
August 31, 2017
VIA EDGAR AND ELECTRONIC MAIL
Anu Dubey
Division of Investment Management
Disclosure Review Office
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
| RE: | Ellsworth Growth and Income Fund Ltd. | |||||
| (File Nos.333-219322 and811-04656) |
Dear Ms. Dubey:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ellsworth Growth and Income Fund Ltd. (the “Registrant”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2 be accelerated so that it may become effective by 4:00 p.m., Washington, D.C. time, on August 31, 2017, or as soon thereafter as reasonably practicable.
| Very truly yours, | ||||
| Ellsworth Growth and Income Fund Ltd. | ||||
| By: | /s/ James A. Dinsmore | |||
| Name: | James A. Dinsmore | |||
| Title: | President | |||
