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: DAVIS DINSMORE MANAGEMENT CO/NJ (Investment Adviser)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Stock	A	233	$17.82	Acquired	3533	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 31 shares acquired on December 26, 2003 under the BCV dividend reinvestment plan.