UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY


                  Investment Company Act file number: 811-04656
                  ---------------------------------------------

                                ELLSWORTH FUND LTD.
-------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

               65 Madison Avenue, Morristown, New Jersey 07960-7308
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               (Address of principal executive offices) (Zip code)

                               Thomas H. Dinsmore
                               Ellsworth Fund Ltd.
                               65 Madison Avenue
                       Morristown, New Jersey 07960-7308
                     (Name and address of agent for service)

                                    Copy to:
                               Steven B. King, Esq.
                     Ballard Spahr Andrews & Ingersoll, LLP
                        1735 Market Street, 51st Floor
                          Philadelphia, PA 19103-7599

Registrant's telephone number, including area code: 973-631-1177

Date of fiscal year end:  September 30, 2011

Date of reporting period:  June 30, 2011



Item 1. Proxy Voting Record

Issuer: Abbott Laboratories
Ticker symbol: ABT
CUSIP: 002824100
Meeting date: 04/29/2011



                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: Robert J. Alpern, M.D.    Management    YES      FOR     FOR

1-02. Election of Director: Roxanne S. Austin         Management    YES      FOR     FOR

1-03. Election of Director: W. James Farrell          Management    YES      FOR     FOR

1-04. Election of Director: H. Laurance Fuller        Management    YES      FOR     FOR

1-05. Election of Director: Edward M. Liddy           Management    YES      FOR     FOR

1-06. Election of Director: Phebe N. Novakovic        Management    YES      FOR     FOR

1-07. Election of Director: William A. Osborn         Management    YES      FOR     FOR

1-08. Election of Director: Samuel C. Scott III       Management    YES      FOR     FOR

1-09. Election of Director: Glenn F. Tilton           Management    YES      FOR     FOR

1-10. Election of Director: Miles D. White            Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Advisory vote on executive compensation         Management    YES      FOR     FOR

4.    Advisory vote on the frequency of future        Management    YES    1 Year  1 Year
      votes on executive compensation

5.    Pharmaceutical Pricing                          Shareholder   YES    ABSTAIN   N/A


================================================================================

Issuer: AT&T Inc.
Ticker symbol: T
CUSIP: 00206R102
Meeting date: 04/29/2011


                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: Randall L. Stephenson     Management    YES      FOR     FOR

1-02. Election of Director: Gilbert F. Amelio         Management    YES      FOR     FOR

1-03. Election of Director: Reuben V. Anderson        Management    YES      FOR     FOR

1-04. Election of Director: James H. Blanchard        Management    YES      FOR     FOR

1-05. Election of Director: Jaime Chico Pardo         Management    YES      FOR     FOR

1-06. Election of Director: James P. Kelly            Management    YES      FOR     FOR

1-07. Election of Director: Jon C. Madonna            Management    YES      FOR     FOR

1-08. Election of Director: Lynn M. Martin            Management    YES      FOR     FOR

1-09. Election of Director: John B. McCoy             Management    YES      FOR     FOR

1-10. Election of Director: Joyce M. Roche            Management    YES      FOR     FOR

1-11. Election of Director: Matthew K. Rose           Management    YES      FOR     FOR

1-12. Election of Director: Laura D'Andrea Tyson      Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Approval of 2011 incentive plan                 Management    YES      FOR     FOR

4.    Advisory vote on executive compensation         Management    YES      FOR     FOR

5.    Advisory vote on the frequency of future        Management    YES    3 Years  3 Years
      votes on executive compensation

6.    Political contributions                         Shareholder   YES      FOR    AGAINST

7.    Special stockholder meetings                    Shareholder   YES    ABSTAIN   N/A

8.    Written consent                                 Shareholder   YES    ABSTAIN   N/A


================================================================================

Issuer: Bristol-Myers Squibb Company
Ticker symbol: BMY
CUSIP: 110122108
Meeting date: 05/03/2011



                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: LAMBERTO ANDREOTTI        Management    YES      FOR     FOR

1-02. Election of Director: LEWIS B. CAMPBELL         Management    YES      FOR     FOR

1-03. Election of Director: JAMES M. CORNELIUS        Management    YES      FOR     FOR

1-04. Election of Director: LOUIS J. FREEH            Management    YES      FOR     FOR

1-05. Election of Director: LAURIE H. GLIMCHER, M.D.  Management    YES      FOR     FOR

1-06. Election of Director: MICHAEL GROBSTEIN         Management    YES      FOR     FOR

1-07. Election of Director: LEIF JOHANSSON            Management    YES      FOR     FOR

1-08. Election of Director: ALAN J. LACY              Management    YES      FOR     FOR

1-09. Election of Director: VICKI L. SATO, PH.D.      Management    YES      FOR     FOR

1-10. Election of Director: ELLIOTT SIGAL, M.D.       Management    YES      FOR     FOR

1-11. Election of Director: TOGO D. WEST, JR.         Management    YES      FOR     FOR

1-12. Election of Director: R. SANDERS WILLIAMS       Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Advisory vote on executive compensation         Management    YES      FOR     FOR

4.    Advisory vote on the frequency of future        Management    YES    3 Years  3 Years
      votes on executive compensation

5.    Executive Compensation Disclosure               Shareholder   YES    ABSTAIN   N/A

6.    Shareholder Action by Written Consent           Shareholder   YES    ABSTAIN   N/A

7.    Pharmaceutical Price Restraint                  Shareholder   YES    ABSTAIN   N/A


================================================================================

Issuer: ConocoPhilips
Ticker symbol: COP
CUSIP: 20825C104
Meeting date: 05/11/2011



                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: RICHARD L. ARMITAGE       Management    YES      FOR     FOR

1-02. Election of Director: RICHARD H. AUCHINLECK     Management    YES      FOR     FOR

1-03. Election of Director: JAMES E. COPELAND, JR.    Management    YES      FOR     FOR

1-04. Election of Director: KENNETH M. DUBERSTEIN     Management    YES      FOR     FOR

1-05. Election of Director: RUTH R. HARKIN            Management    YES      FOR     FOR

1-06. Election of Director: HAROLD W. MCGRAW III      Management    YES      FOR     FOR

1-07. Election of Director: JAMES J. MULVA            Management    YES      FOR     FOR

1-08. Election of Director: ROBERT A. NIBLOCK         Management    YES      FOR     FOR

1-09. Election of Director: HARALD J. NORVIK          Management    YES      FOR     FOR

1-10. Election of Director: WILLIAM K. REILLY         Management    YES      FOR     FOR

1-11. Election of Director: VICTORIA J. TSCHINKEL     Management    YES      FOR     FOR

1-12. Election of Director: KATHRYN C. TURNER         Management    YES      FOR     FOR

1-13. Election of Director: WILLIAM E. WADE, JR.      Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Advisory approval of executive compensation     Management    YES      FOR     FOR

4.    Advisory vote on the frequency of future        Management    YES    1 Year  1 Year
      votes on executive compensation

5.    Approval of 2011 omnibus stock and              Management    YES      FOR     FOR
      performance incentive plan

6.    Gender expression non-discrimination            Shareholder   YES    ABSTAIN   N/A

7.    Political contributions                         Shareholder   YES    ABSTAIN   N/A

8.    Report on grassroots lobbying expenditures      Shareholder   YES    ABSTAIN   N/A

9.    Accident risk mitigation                        Shareholder   YES    ABSTAIN   N/A

10.   Company environmental policy                    Shareholder   YES    ABSTAIN   N/A

11.   Greenhouse gas reduction targets                Shareholder   YES    ABSTAIN   N/A

12.   Report on financial risks from climate change   Shareholder   YES    ABSTAIN   N/A

13.   Canadian oil sands                              Shareholder   YES    ABSTAIN   N/A


================================================================================

Issuer: The Walt Disney Company
Ticker symbol: DIS
CUSIP: 254687106
Meeting date: 03/23/2011


                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: Susan E. Arnold           Management    YES      FOR     FOR

1-02. Election of Director: John E. Bryson            Management    YES      FOR     FOR

1-03. Election of Director: John S. Chen              Management    YES      FOR     FOR

1-04. Election of Director: Judith L. Estrin          Management    YES      FOR     FOR

1-05. Election of Director: Robert A. Iger            Management    YES      FOR     FOR

1-06. Election of Director: Steven P. Jobs            Management    YES      FOR     FOR

1-07. Election of Director: Fred H. Langhammer        Management    YES      FOR     FOR

1-08. Election of Director: Aylwin B. Lewis           Management    YES      FOR     FOR

1-09. Election of Director: Monica C. Lozano          Management    YES      FOR     FOR

1-10. Election of Director: Robert W. Matschullat     Management    YES      FOR     FOR

1-11. Election of Director: John E. Pepper, Jr.       Management    YES      FOR     FOR

1-12. Election of Director: Sheryl Sandberg           Management    YES      FOR     FOR

1-13. Election of Director: Orin C. Smith             Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Approval of the 2011 stock incentive plan       Management    YES      FOR     FOR

4.    Advisory approval of executive compensation     Management    YES      FOR     FOR

5.    Advisory vote on the frequency of future        Management    YES    1 Year  1 Year
      votes on executive compensation

6.    Performance tests for restricted stock units    Shareholder   YES    ABSTAIN   N/A



================================================================================

Issuer: Merck & Company, Inc.
Ticker symbol: MRK
CUSIP: 58933Y105
Meeting date: 05/24/2011



                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: Leslie A. Brun            Management    YES      FOR     FOR

1-02. Election of Director: Thomas R. Cech            Management    YES      FOR     FOR

1-03. Election of Director: Richard T. Clark          Management    YES      FOR     FOR

1-04. Election of Director: Kenneth C. Frazier        Management    YES      FOR     FOR

1-05. Election of Director: Thomas H. Glocer          Management    YES      FOR     FOR

1-06. Election of Director: Steven F. Goldstone       Management    YES      FOR     FOR

1-07. Election of Director: William B. Harrison, Jr.  Management    YES      FOR     FOR

1-08. Election of Director: Harry R. Jacobson         Management    YES      FOR     FOR

1-09. Election of Director: William N. Kelley         Management    YES      FOR     FOR

1-10. Election of Director: C. Robert Kidder          Management    YES      FOR     FOR

1-11. Election of Director: Rochelle B. Lazarus       Management    YES      FOR     FOR

1-12. Election of Director: Carlos E. Represas        Management    YES      FOR     FOR

1-13. Election of Director: Patricia F. Russo         Management    YES      FOR     FOR

1-14. Election of Director: Thomas E. Shenk           Management    YES      FOR     FOR

1-15. Election of Director: Anne M. Tatlock           Management    YES      FOR     FOR

1-16. Election of Director: Craig B. Thompson         Management    YES      FOR     FOR

1-17. Election of Director: Wendell P. Weeks          Management    YES      FOR     FOR

1-18. Election of Director: Peter C. Wendell          Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Advisory vote on executive compensation         Management    YES      FOR     FOR

4.    Advisory vote on the frequency of future        Management    YES    3 Years  3 Years
      votes on executive compensation


================================================================================

Issuer: Verizon Communications Inc.
Ticker symbol: VZ
CUSIP: 92343V104
Meeting date: 05/05/2011




                                                                                     For/
                                                      Proposed     Voted     Vote    Against
Matter Voted On                                          By     (Yes or No)  Cast    Mgmt.
--------------------------------------------------------------------------------------------
                                                                         
1-01. Election of Director: RICHARD L. CARRION        Management    YES      FOR     FOR

1-02. Election of Director: M. FRANCES KEETH          Management    YES      FOR     FOR

1-03. Election of Director: ROBERT W. LANE            Management    YES      FOR     FOR

1-04. Election of Director: LOWELL C. MCADAM          Management    YES      FOR     FOR

1-05. Election of Director: SANDRA O. MOOSE           Management    YES      FOR     FOR

1-06. Election of Director: JOSEPH NEUBAUER           Management    YES      FOR     FOR

1-07. Election of Director: DONALD T. NICOLAISEN      Management    YES      FOR     FOR

1-08. Election of Director: CLARENCE OTIS, JR.        Management    YES      FOR     FOR

1-09. Election of Director: HUGH B. PRICE             Management    YES      FOR     FOR

1-10. Election of Director: IVAN G. SEIDENBERG        Management    YES      FOR     FOR

1-11. Election of Director: RODNEY E. SLATER          Management    YES      FOR     FOR

1-12. Election of Director: JOHN W. SNOW              Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2011

3.    Advisory vote on executive compensation         Management    YES      FOR     FOR

4.    Advisory vote on the frequency of future        Management    YES    1 Year   1 Year
      votes on executive compensation

5.    Disclose prior government service               Shareholder   YES    ABSTAIN   N/A

6.    Performance stock unit performance thresholds   Shareholder   YES    ABSTAIN   N/A

7.    Cumulative voting                               Shareholder   YES    ABSTAIN   N/A

8.    Shareholder right to call a special meeting     Shareholder   YES    ABSTAIN   N/A


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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Ellsworth Fund Ltd.
By /s/Thomas H. Dinsmore
Thomas H. Dinsmore
Principal Executive Officer
Date: July 13, 2011