BANCROFT FUND LTD — Director's Dealing 2004

Jan 2, 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: AHALT GORDON F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Stock	A	33	$17.82	Acquired	1200	Direct
2003-12-31	Common Stock	A	16	$17.82	Acquired	600	Indirect

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 BCV's Common Stock on the American Stock Exchange ("AMEX") on December 17, 2003 and the four preceding trading days.

F3: The reporting person disclaims beneficial ownership of these securities, and 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.