BANCROFT FUND LTD — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BANCROFT CONVERTIBLE FUND INC (BCV)
CIK: 0000009521
Period of Report: 2003-12-31

Reporting Person: DINSMORE THOMAS H (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Stock	A	200	$17.82	Acquired	6973	Direct

Footnotes

F1: These shares were acquired in the Fund's 2003 Rights Offering pursuant to the Over-Subscription Privilege. Only shareholders who subscribed for all shares allocated to them in the Primary Subscription were able to participate in the Over-Subscription Privilege. The 2003 Rights Offering was approved by the Fund's Board of Directors.

F2: Based on the subscription price per share of 95% of the average of the volume-weighted average sales prices of a share of the Fund's Common Stock on the American Stock Exchange ("AMEX") on December 17, 2003 and the four preceding trading days.

F3: Includes 53 shares acquired on December 26, 2003 under the BCV dividend reinvestment plan.

F4: In addition, the reporting person is the indirect beneficial owner of 8,194 additional shares. These additional shares consist of:

(i) 3,383 shares owned by his wife, which the reporting person disclaims beneficial ownership of. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Includes 34 shares acquired on December 26, 2003 under the BCV dividend reinvestment plan,

(ii) 2,350 shares held by a Uniform Transfer to Minors Act NJ (UTMA) trust for his son's benefit, and

(iii) 2,461 shares held by an UTMA trust for his daughter's benefit. Includes 23 shares acquired on December 26, 2003 under the BCV dividend reinvestment plan.