BANCROFT FUND LTD — Regulatory Filings 2012

Sep 10, 2012

CORRESP 1 filename1.htm html PUBLIC "-//IETF//DTD HTML//EN" _

BANCROFT FUND LTD.

65 MADISON AVENUE

SUITE 550

MORRISTOWN, NJ 07960

September 10, 2012

Via EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Bancroft Fund Ltd.

(File No. 811-02151; CIK 0000009521)

Ladies and Gentlemen:

Bancroft Fund Ltd. (the “Fund”) is making the following responses to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) communicated to our legal counsel, Steven B. King, on August 14, 2012. The Staff’s comments are repeated below, with our responses immediately following each.

The Fund acknowledges that:

·

the Fund is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

1.

Comment : Are there any accrued amounts payable to trustees/directors in the “accrued expenses” of $36,391 on the Statement of Assets and Liabilities (page 10) in the annual report as of October 31, 2011? If so:

a. Report on the amount by EDGAR correspondence not later than September 15, 2012 and

b. Report such amount separately in the Statement of Assets and Liabilities in the future.

Response : There were no accrued amounts payable to trustees in the accrued expenses in the report referred to above.

2.

Comment : What occasioned the filing of the amended Form N-CSR for the six months ended April 30, 2011? Report the answer by EDGAR correspondence not later than September 15, 2012.

Response : There was a printer’s error in the coding on page 9 of our Form N-CSRS filed on July 8, 2011. The results of the error can be seen when viewing the filing online. Included in

today’s correspondence is a JPG attachment which illustrates the error. The footnotes section on the right side of the page was partly illegible and required that an amendment be filed.

We believe that this information responds to your comments. If you have any additional questions or comments, please feel free to call me at (973) 631-1177.

Very truly yours, Gary I. Levine

Executive Vice President and Chief Financial Officer

Enclosure

2

EDGAR Validation Code: 325040A2