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: DINSMORE THOMAS H (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-17	Shares of Beneficial Interest	J	1692	$18.1	Acquired	11167	Direct

Footnotes

F1: This report is filed to report the acqusition of 1,692 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 2,502 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 8,194 additional shares. These additional shares consist of:

(i) 4,597 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 1,214 shares acquired on various dates in fiscal years 2003 through 2008 under the BCV dividend reinvestment plan, and

(ii) 3,341 shares held by an UTMA trust for his daughter's benefit. Includes 880 shares acquired on various dates in fiscal years 2003 through 2008 under the BCV dividend reinvestment plan.