ELLSWORTH GROWTH AND INCOME FUND LTD.
One Corporate Center
Rye, New York 10580-1422
November 24, 2020
VIA EDGAR AND ELECTRONIC MAIL
David Orlic
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
| RE: | Ellsworth Growth and Income Fund Ltd. |
(File Nos. 333-248511 and 811-04656)
Dear Mr. Orlic:
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 November 25, 2020, 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 (Principal Executive Officer) | ||
