BANCROFT FUND LTD — Director's Dealing 2003

Dec 1, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BANCROFT CONVERTIBLE FUND INC (BCV)
CIK: 0000009521
Period of Report: 2003-12-01

Reporting Person: OKEEFFE JANE D (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-01	Common Stock	X	780	$18.32	Acquired	5453	Direct
2003-12-01	Common Stock	X	358	$18.32	Acquired	2501	Indirect
2003-12-01	Common Stock	X	352	$18.32	Acquired	2463	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-01	Subscription Rights (Right to buy)	$18.32	X	4680	Disposed	2003-12-16	Common Stock (780)	Direct
2003-12-01	Subscription Rights (Right to buy)	$18.32	X	2148	Disposed	2003-12-16	Common Stock (358)	Indirect
2003-12-01	Subscription Rights (Right to buy)	$18.32	X	2112	Disposed	2003-12-16	Common Stock (352)	Indirect

Footnotes

F1: Based on an estimated subscription price per share of 95% of the average of the volume-weighted average sales prices of a share of the BCV's Common Stock on the American Stock Exchange ("AMEX") on November 13, 2003 and the four preceding trading days. The actual subscription price per share will be the lesser of (A) 95% of the net asset value per share of the BCV's Common Stock on the AMEX on December 17, 2003, or (B) 95% of the average of the volume-weighted average sales prices of a share of the BCV's Common Stock on the AMEX on December 17, 2003 and the four preceding trading days.

F2: Includes 267 shares acquired on various dates in fiscal years 2001, 2002 and 2003 under the BCV dividend reinvestment plan.

F3: Includes 178 shares acquired on various dates in fiscal years 2001, 2002 and 2003 under the BCV dividend reinvestment plan.

F4: Uniform Transfer to Minors Act (NJ)

F5: Includes 175 shares acquired on various dates in fiscal years 2001, 2002 and 2003 under the BCV dividend reinvestment plan.