SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c)or Rule 240.14a-12

CASTLE CONVERTIBLE FUND, INC.
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Persons(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1)and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:__________________

(5) Total fee paid:___________________________________________________

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.

(1) Amount Previously Paid:__________________________________________

(2) Form, Schedule or Registration Statement No.:____________________

(3) Filing Party:____________________________________________________

(4) Date Filed:______________________________________________________

CASTLE CONVERTIBLE FUND, INC.
111 FIFTH AVENUE
NEW YORK, NY 10003

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

The 2002 Annual Meeting of Shareholders of Castle Convertible Fund,
Inc. (the "Fund") will be held in the offices of the Fund, 111 Fifth Avenue, 2nd
Floor, New York, NY 10003, on December 3, 2002 at 12:30 P.M. for the following
purposes:

1. To elect nine (9) Directors for the ensuing year;

2. To ratify or reject the selection of Ernst & Young LLP as the
independent public accountants for the Fund for the fiscal year
ending October 31, 2003; and

3. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.

Shareholders of record as of the close of business on October 22, 2002
will be entitled to vote at the meeting. The enclosed proxy is being solicited
on behalf of Management of the Fund.

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO ALGER SHAREHOLDER SERVICES,
INC., 30 MONTGOMERY STREET, JERSEY CITY, NEW JERSEY 07302, IN THE POSTPAID
RETURN ENVELOPE ENCLOSED FOR YOUR USE.

By order of the Board of Directors

DOROTHY SANDERS
SECRETARY

Dated: October 25, 2002
New York, New York

PROXY STATEMENT
FOR
THE 2002 ANNUAL MEETING OF SHAREHOLDERS
OF
CASTLE CONVERTIBLE FUND, INC.
TO BE HELD ON DECEMBER 3, 2002

INTRODUCTION

The accompanying Proxy is being solicited by the Management of Castle
Convertible Fund, Inc. (the "Fund") for use at the Annual Meeting of
Shareholders to be held at 12:30 P.M. on December 3, 2002 and at any
adjournments thereof. All costs of solicitation, including printing and mailing
of this Proxy Statement and the accompanying Notice of Meeting and Proxy, the
reimbursement of brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of stock, and supplementary
solicitations to submit proxies, which may be made by mail, telephone, telegraph
and personal interviews by officers of the Fund, will be borne by the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.

If the enclosed Proxy is properly executed and returned in time to be
voted at the meeting, the full and fractional shares represented thereby (each
full share is entitled to one vote and each fractional share is entitled to
proportionate voting rights) will be voted in accordance with the instructions
marked thereon. Unless instructions to the contrary are marked thereon with
respect to Proposals 1 and 2, the Proxy will be voted FOR the proposals stated
in the accompanying Notice of Meeting. Proxies not voted, including broker
non-votes, will not be counted toward establishing a quorum. Shareholders should
note that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in determining whether the
proposal is approved. On any motion for adjournment of the meeting, even if a
quorum is present, Management will vote all Proxies in its discretion pursuant
to Item 3 thereof. Any shareholder giving a Proxy has the right to attend the
meeting to vote his or her shares in person (thereby revoking any prior Proxy)
and also has the right to revoke the Proxy at any time by written notice
received by the Fund prior to its exercise.

This Proxy Statement and accompanying Proxy are being mailed to
shareholders on or about October 25, 2002. The address of the principal
executive office of the Fund is 111 Fifth Avenue, New York, NY 10003.

A COPY OF THE FUND'S MOST RECENT SEMI-ANNUAL AND ANNUAL REPORTS WILL BE
SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO THE FUND, 111 FIFTH AVENUE,
NEW YORK, NY 10003 OR BY CALLING 800-223-3810 TOLL-FREE.

INFORMATION REGARDING VOTING SECURITIES

The Fund has only one class of shares of which 2,236,000 shares were
issued and outstanding as of the close of business on October 22, 2002, the
record date for determining shareholders entitled to receive notice of and to
vote at the meeting and all adjournments thereof. Each share is entitled to one
vote at the Annual Meeting.

The following table sets forth those persons known to the Fund to be
beneficial owners of more than 5% of the outstanding voting shares of the Fund
as of October 22, 2002.

AMOUNT OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENTAGE OF
CLASS OF BENEFICIAL OWNERS OWNERSHIP CLASS
- --------------------------------------------------------------------------------
Common Stock Alger Associates, Inc. 443,046 Shs.* 19.81 %
111 Fifth Avenue
New York, New York 10003

Common Stock All Directors and 453,302 Shs.** 20.27 %
Officers as a Group

- ----------
* Included in this figure are 71,844 shares owned by Fred Alger & Company,
Incorporated, and 520 shares owned by Alger Shareholder Services, Inc.,
wholly-owned subsidiaries of Alger Associates, Inc.

** Included in this figure are 451,761 shares beneficially owned by Fred M.
Alger III 1,441 shares beneficially owned by Lester L. Colbert, Jr., and
100 shares beneficially owned by Nathan E. Saint-Amand, M.D. Included in
the shares beneficially owned by Fred M. Alger III are the 443,046 shares
listed in the table above as being held by Alger Associates, Inc., which
may be deemed to be beneficially owned by Fred M. Alger III by virtue of
his control of Alger Associates, Inc.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Nine directors are to be elected at the meeting, to serve until the
next annual meeting of shareholders and until their successors are elected and
qualified. Each of the nominees is currently a Director of the Fund; all have
indicated an intention to serve if elected and have consented to be named in
this Proxy Statement.

Fred Alger Management, Inc. (the "Adviser" or "Alger Management") has
served as the investment adviser to the Fund since February 1974. The Adviser is
a wholly-owned subsidiary of Fred Alger & Company, Incorporated ("Alger").
Alger, which is a wholly-owned subsidiary of Alger Associates, Inc. ("Alger
Associates"), is a registered securities broker-dealer and member firm of the
New York Stock Exchange, Inc. The principal place of business of the Adviser and
Alger Associates is 111 Fifth Avenue, New York, New York 10003. The principal
place of business of Alger is 30 Montgomery Street, Jersey City, New Jersey
07302. Alger Associates and the Adviser are New York corporations and Alger is a
Delaware corporation.

Mr. Fred M. Alger III beneficially owns approximately 56.2% of Alger
Associates' outstanding voting securities.

Information about the Directors and officers of the Fund is set forth
below. In the following tables, the term "Alger Fund Complex" refers to the Fund
and the four other registered investment companies managed by Alger Management.
Each Director serves until an event of termination, such as death or
resignation, or until his successor is duly elected; each officer's term of
office is one year. The address of Messrs. Alger and Chung is 111 Fifth Avenue,
New York, NY 10003; that of Ms. Sanders and Messrs. Connelly, Duch and Blum is
30 Montgomery Street, Jersey City, NJ 07302.

NUMBER OF
PORTFOLIOS
IN THE ALGER
DIRECTOR FUND COMPLEX
AND/OR WHICH ARE
NAME, AGE, POSITION WITH OFFICER OVERSEEN
THE FUND AND ADDRESS PRINCIPAL OCCUPATIONS SINCE BY DIRECTOR
- ------------------------------------------------------------------------------------------------------

INTERESTED DIRECTORS

Fred M. Alger III (67) Chairman of the Board and President of Alger 1974 22
Chairman of the Board Associates, Inc. ("Associates"), Fred Alger &
and President Company, Incorporated ("Alger Inc."), Alger
Management, Alger Properties, Inc. ("Properties"),
Alger Shareholder Services, Inc. ("Services"),
Alger Life Insurance Agency, Inc. ("Agency"),
Fred Alger International Advisory S.A.
("International"), and the five funds in the
Alger Fund Complex; Chairman of the

Boards of Alger SICAV ("SICAV") and
Analysts Resources, Inc. ("ARI").

James P. Connelly, Jr. (39) Executive Vice President of Alger Inc; Vice 2000 16
Vice Chairman of the Chairman of the Boards of four of the five
Board funds in the Alger Fund Complex; Director of
International and SICAV, Executive Vice
President and Director of Alger National Trust
Company ("Trust").

Dan C. Chung (40) Chief Investment Officer of Alger Management; 2001 16
Director Executive Vice President and Director of
Associates, Alger Management, Alger Inc.,
Properties, Services, Agency, International,
ARI and Trust; Trustee/Director of four of the
five funds in the Alger Fund Complex.

NON-INTERESTED DIRECTORS

Stephen E. O'Neil (70) Attorney; Private investor since 1981; Director 1973 22
Director of NAHC, Inc. and Brown-Forman Corporation;
200 East 66th Street Trustee/Director of the five funds in the Alger
New York, NY 10021 Fund Complex; formerly of Counsel to the law
firm of Kohler & Barnes; formerly Director of
Syntro Corporation.

Charles F. Baird, Jr. (49) Managing Partner of North Castle Partners, 2000 16
Director a private equity securities group; Chairman of
183 East Putnam Avenue Equinox, Leiner Health Products, Elizabeth
Greenwich, CT 06830 Arden Day Spas, Grand Expeditions and EAS;
Trustee/Director of four of the five funds in
the Alger Fund Complex. Formerly Managing
Director of AEA Investors, Inc.

Roger P. Cheever (57) Associate Dean of Development, Harvard 2000 16
Director University; Trustee/Director of four of the five
124 Mount Auburn Street funds in the Alger Fund Complex. Formerly
Cambridge, MA 02138-5762 Deputy Director of the Harvard College Fund.

Lester L. Colbert, Jr. (68) Private investor; Trustee/Director of four of 1974 16
Director the five funds in the Alger Fund Complex.
551 Fifth Avenue Formerly Chairman of the Board and Chief
Suite 3800 Executive Officer of Xidex Corporation.
New York, NY 10176

Nathan E. Saint-Amand, Medical doctor in private practice; Co-Partner 1986 22
M.D. (64) Fishers Island Partners; Member of the Board
Director of the Manhattan Institute; Trustee/Director
2 East 88th Street of the five funds in the Alger Fund Complex.
New York, NY 10128 Formerly Co-Chairman Special Projects
Committee of Memorial Sloan Kettering.

B. Joseph White (55) President, William Davidson Institute at the 1999 22
Director University of Michigan Business School;
701 Tappan Street, D2253 William K. Pierpont Collegiate Professor,
Ann Arbor, MI 48109 University of Michigan Business School;
Director, Gordon Food Service; Trustee and
Chair, Audit Committee, Equity Residential
Properties Trust; Director and Chair,
Compensation Committee, Kelly Services, Inc.;
Trustee/Director of the five funds in the
Alger Fund Complex.

OFFICERS

Gregory S. Duch (51) Executive Vice President, Treasurer and 1989 N/A
Treasurer Director of Alger Inc., Alger Management,
Properties and Associates; Executive Vice
President and Treasurer of ARI, Services
and Agency; Treasurer and Director of
International; Treasurer of the five funds
in the Alger Fund Complex. Chairman of
the Board of Trust.

Dorothy G. Sanders (47) Senior Vice President, General Counsel and 2000 N/A
Secretary Secretary of Alger Inc., General Counsel and
Secretary of Associates, Agency, Properties,
Services, ARI and Alger Management; Secretary
of International and the five funds in the Alger
Fund Complex. Formerly Senior Vice President,
Fleet Financial Group.

Frederick A. Blum (48) Senior Vice President of Alger Management; 1997 N/A
Assistant Secretary and Assistant Treasurer and Assistant Secretary of
Assistant Treasurer the five funds in the Alger Fund Complex.
Director, Executive Vice President, Treasurer
and Director of Trust.

Messrs. Alger and Chung are "interested persons" (as defined in the
Investment Company Act) of the Fund because of their affiliations with Alger
Management. Mr. Chung is Mr. Alger's son-in-law. Mr. Connelly is an interested
person of the Fund because of his affiliation with Alger Associates. No Director
is a director of any public company except as may be indicated under "Principal
Occupations."

No director, officer or employee of Alger Management or its affiliates
receives any compensation from the Fund for serving as an officer or Director of
the Fund. The Fund pays each independent Director $2,000 for each meeting he
attends, to a maximum of $8,000, plus travel expenses incurred for attending the
meeting.

The Fund did not offer its Directors any pension or retirement benefits
during or prior to the fiscal year ended October 31, 2001. The following table
provides compensation amounts paid to current independent Directors of the Fund
for the fiscal year ended October 31, 2001.

COMPENSATION TABLE

AGGREGATE
COMPENSATION TOTAL COMPENSATION PAID TO DIRECTORS FROM
NAME OF DIRECTOR FROM THE FUND THE ALGER FUND COMPLEX
- ---------------- ------------- -----------------------------------------
Charles F. Baird, Jr. $8,000 $30,000
Roger P. Cheever $8,000 $30,000
Lester L. Colbert, Jr. $8,000 $30,000
Stephen E. O'Neil $8,000 $36,000
Nathan E. Saint-Amand $8,000 $36,000
B. Joseph White $8,000 $36,000

The following table shows each Director's beneficial ownership as of
October 22, 2002 by dollar range, of equity securities of the Fund and of the
funds in the Alger Fund Complex overseen by that Director. The ranges are as
follows: A = none; B = $1-$10,000; C = $10,000-$50,000; D = $50,000-$100,000; E
= over $100,000.

None of the non-interested Directors and none of their immediate family
members owns any securities issued by Alger Management, Alger Inc., or any
company (other than a registered investment company) controlling, controlled by
or under common control with Alger Management.

AGGREGATE EQUITY SECURITIES
EQUITY SECURITIES OF FUNDS IN ALGER FUND
NAME OF DIRECTOR OF THE FUND COMPLEX OVERSEEN BY DIRECTOR
-------------------- ----------------- ----------------------------

INTERESTED DIRECTORS
Fred M. Alger III E E
Dan C. Chung A E
James P. Connelly, Jr. A E

NON-INTERESTED DIRECTORS
Charles F. Baird, Jr. A A
Roger P. Cheever A C
Lester L. Colbert, Jr. C D
Stephen E. O'Neil A A
Nathan E. Saint-Amand B E
B. Joseph White A B

Four regular meetings of the Board of Directors were held during the
fiscal year ended October 31, 2001. During that period each of the Directors
attended at least 75% of the meetings of the Board, and of the Audit Committee
if he was a member, held during that time.

The Fund's Audit Committee, which oversees the Fund's accounting and
financial reporting policies and the independent audit of its financial
statements, met once during the fiscal year ended October 31, 2001. The Fund's
Board of Directors has no nominating or compensation committee or any committee
performing similar functions.

Management recommends that shareholders vote FOR Proposal No. 1.

PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP has been selected by the Board of Directors of the
Fund, including a majority of the Directors who are not "interested persons" (as
defined in the Investment Company Act of 1940) of the Fund, as the Fund's
independent auditors for the fiscal year ending October 31, 2003. Such selection
is being submitted for ratification or rejection by shareholders of the Fund. A
representative of Ernst &Young LLP is expected to be present at the meeting to
answer any questions which the Fund's shareholders may have. The representative
will have an opportunity to make a statement if he or she so desires. The Fund
has been advised that no member of such firm has a material direct or indirect
interest in the Fund.

Management recommends that shareholders vote FOR Proposal No. 2.

On December 4, 2001, the Fund selected Arthur Andersen LLP ("Arthur
Andersen") as its independent public accountant for the fiscal year ending
October 31, 2002. At a special meeting held on July 3, 2002, the Board of the
Fund, including a majority of the Directors who are not "interested persons" (as
defined in the Investment Company Act of 1940) of the Fund, elected to terminate
the appointment of Arthur Andersen, in light of recent events involving that
firm, and selected Ernst & Young LLP as the Fund's independent public accountant
for the fiscal year ending October 31, 2002. The decision to change accountants
was approved by the Fund's Audit Committee.

Arthur Andersen's reports on the Fund's financial statements for the
Fund's two most recent fiscal years contained no adverse opinion or disclaimer
of opinion, and neither report was qualified or modified as to uncertainty,
audit scope, or accounting principles. During those fiscal years and the
subsequent period preceding the Board's replacement of Arthur Andersen, there
were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, and there were no reportable events of the kinds listed in Item 304,
paragraph (a)(l)(v), of Regulation S-K under the Securities Exchange Act of
1934.

AUDIT COMMITTEE REPORT. The Audit Committee. for which the Board of
Directors has adopted a written charter, oversees (a) the Fund's accounting and
financial reporting policies and practices and the Fund's internal controls and
(b) the quality and objectivity of the Fund's financial statements and the
independent audit thereof. At its meeting held on December 4, 2001, the
Committee reviewed and discussed with Fund management and Arthur Andersen,
independent auditors to the Fund for the fiscal year ended October 31, 2001, the
audit of the Fund's financial statements and further discussed with Arthur
Andersen certain matters required to be discussed by Statements on Auditing
Standards No. 61. The Committee received from Arthur Andersen written
disclosures and the letter required by Independence Standards Board Standard No.
1. Based on these reviews and discussions,

the Committee recommended to the Board that the audited financial statements be
included in the Fund's Annual Report to shareholders for the fiscal year ended
October 31, 2001.

The members of the Audit Committee are Lester L. Colbert, Jr., Stephen
E. O'Neil and B. Joseph White. None of the members of the Committee is an
"interested person" of the Fund and each is "independent" as defined in the
listing standards of the American Stock Exchange.

AUDIT FEES. The following table sets forth the fees paid to Arthur
Andersen for the fiscal year ended October 31, 2001 for professional services
rendered for (i) the audit of the Fund's financial statements for that fiscal
year, (ii) the financial information systems design and implementation services
provided to the Fund, its investment adviser and entities controlling,
controlled by or under common control with the investment adviser that provide
services to the Fund, and (iii) all other services provided to the Fund and the
other entities referred to under item (ii) herein.

FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
--------- ---------------------------- -------------

$17,000 None None

The Audit Committee determined that because Arthur Andersen had provided no
non-audit services, as reflected in the table, the question whether the
provision of such services was compatible with maintaining Arthur Andersen's
independence did not arise.

LITIGATION

The Fund is not a party to any material litigation.

OTHER MATTERS

Management knows of no other matters to be brought before the meeting;
however, if any other matters come before the meeting, the persons named in the
enclosed Proxy will vote proxies that do not contain specific restrictions in
accordance with their best judgment on such matters.

SHAREHOLDERS' PROPOSALS

A shareholder proposal intended to be presented at the Fund's 2003
Annual Meeting of Shareholders must be received by the Fund a reasonable time
before the solicitation is made in order to be included in the Fund's proxy
statement and form of proxy relating to that meeting. Shareholder proposals
should be addressed to:

Castle Convertible Fund, Inc.
111 Fifth Avenue
New York, New York 10003
Attn: Secretary

IF YOU CANNOT ATTEND THE MEETING, YOU ARE URGED TO FILL IN, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE. AN ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

Dated: October 25, 2002

CASTLE CONVERTIBLE FUND, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS DECEMBER 3, 2002

The undersigned shareholder of Castle Convertible Fund, Inc. hereby appoints Dan
C. Chung and Stephen E. O'Neil, and each of them, the attorneys and proxies of
the undersigned, with power of substitution, to vote, as indicated herein, all
of the shares of common stock of Castle Convertible Fund, Inc. standing in the
name of the undersigned at the close of business on October 22, 2002, at the
Annual Meeting of Shareholders of the Fund to be held at the offices of the
Fund, 111 Fifth Avenue - 2nd Floor, New York, New York 10003 at 12:30 P.M. on
December 3, 2002, and at all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby given) to vote
as indicated on the proposals, as more fully described in the Proxy Statement of
the meeting, and to vote and act on any other matter which may properly come
before the meeting.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDERS, BUT IF NO INSTRUCTIONS
ARE GIVEN IT WILL BE VOTED FOR THE PROPOSALS LISTED.

(Continued and to be signed on the reverse side)

PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.

1. ELECTION OF DIRECTORS FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as marked to the contrary below) [ ] for all nominees listed below [ ]

INSTRUCTIONS: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.

Fred M. Alger III, Charles F. Baird, Jr., Roger P. Cheever, Dan C. Chung, Lester
L. Colbert, Jr., James P. Connelly, Jr., Stephen E. O'Neil, Nathan E.
Saint-Amand, B. Joseph White

2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP as independent public
accountants of the Fund.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. PROPOSAL TO CONSIDER AND ACT UPON such other matters as may properly come
before the meeting or any adjournment thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY. Signature(s) should
be exactly as name or names appear on
this proxy. If stock is held jointly,
each holder should sign. If signing is
by attorney, executor, administrator,
trustee or guardian, please give full
title.

----------------------------------------
Signature(s) Signature(s)

----------------------------------------
Dated Social Security or
Tax Identification Number

THIS PROXY, WHEN DATED AND SIGNED,
SHOULD BE MAILED PROMPTLY TO ALGER
SHAREHOLDER SERVICES, INC., 30
MONTGOMERY STREET, JERSEY CITY, NJ
07302. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES IN THE ENCLOSED
ENVELOPE.