BANCROFT FUND LTD — Director's Dealing 2008

Jul 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BANCROFT FUND LTD (BCV)
CIK: 0000009521
Period of Report: 2008-07-17

Reporting Person: OKEEFFE JANE D (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-17	Shares of Beneficial Interest	J	1105	$18.1	Acquired	7641	Direct

Footnotes

F1: This report is filed to report the acqusition of 1,105 shares, transferred from Dinsmore Capital Management as a bonus for services rendered as of the adviser's fiscal year end, June 30, 2008.

F2: Includes 1,083 shares acquired on various dates in fiscal years 2003 through 2008 under the BCV dividend reinvestment plan.

F3: In addition, the reporting person is the indirect beneficial owner of 6,809 additional shares. These additional shares consist of:

(i) 3,430 shares held by an UTMA trust for her daughter's benefit. Includes 929 shares acquired on various dates in fiscal years 2003 through 2008 under the BCV dividend reinvestment plan, and

(ii) 3,379 shares held by an UTMA trust for her son's benefit. Includes 915 shares acquired on various dates in fiscal years 2003 through 2008 under the BCV dividend reinvestment plan.