SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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( )  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


                            BANCROFT CONVERTIBLE FUND, INC.
                (Name of Registrant as Specified in its Charter)


      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

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BANCROFT CONVERTIBLE FUND, INC.

Dear Shareholder:

You have likely already received a letter from us in regard to the Annual
Meeting of Shareholders of the Bancroft Convertible Fund, Inc. scheduled for
February 13, 2006.  Due to insufficient participation by shareholders, we had
to adjourn the Annual Meeting until March 14, 2006 at 10:30 a.m. Eastern Time.
This adjournment will allow shareholders who have not yet voted to have the
opportunity to cast their important vote. Our records indicate that we still
have not received your important vote.

The primary purpose of the meeting is to seek approval of a Plan of
Reorganization of the Company as a Delaware statutory trust. The purpose of the
reorganization is to reduce the amount of state taxes that the Company will pay
annually and to modernize the Company's governing documents.
During the fiscal year ended October 31, 2005, the Company paid in the excess
of thirty-two thousand dollars in Delaware corporate franchise taxes. If the
Company were organized as a Delaware statutory trust during the past fiscal
year, the Company would not have had to pay such corporate franchise taxes.

WE ASK YOU TO PLEASE TAKE A MOMENT TO CAST YOUR VOTE SO THAT YOUR SHARES MAY BE
REPRESENTED AT THE ANNUAL MEETING.

Your participation will assist the Fund in holding this Annual Meeting and
could help to reduce the expenses involved with additional solicitation.

Another copy of your ballot has been enclosed with this letter for your
convenience.  Should you have any questions regarding the proposal, please call
the toll-free number listed below.  The following voting options have been set
up for your convenience.

1.	Vote by Touch-tone Phone.  You may cast your vote by telephone by
calling the toll-free number found on the enclosed proxy card.

2.	Vote Through the Internet.   You may cast your vote using the
Internet by logging into the Internet address located on the enclosed
proxy card and following the instructions on the website.

3.	Vote by Mail.  You may cast your vote by mail by signing, dating and
mailing the enclosed proxy card in the postage-prepaid return
envelope provided.

If convenient for you, please utilize one of the first three options above to
insure that your response is received in time for the reconvened Annual Meeting
on March 14th.

Please do not hesitate to call toll-free 1-800-314-9816 x112 if you have any
questions regarding this matter.  Representatives are available Monday through
Saturday from 9:00 a.m. to 9:00 p.m. Eastern Time to answer any questions you
might have regarding the Meeting agenda.

Help us hold this reconvened Annual Meeting of Shareholders on March 14th by
taking a minute to vote your shares today.  Thank you for your assistance with
this important matter.

Sincerely,

/s/Gary I. Levine
Gary I. Levine
Executive Vice President and Chief Financial Officer

OBO



BANCROFT CONVERTIBLE FUND, INC.

Dear Shareholder:

You have likely already received a letter from us in regard to the Annual
Meeting of Shareholders of the Bancroft Convertible Fund, Inc. scheduled for
February 13, 2006.  Due to insufficient participation by shareholders, we had
to adjourn the Annual Meeting until March 14, 2006 at 10:30 a.m. Eastern Time.
This adjournment will allow shareholders who have not yet voted to have the
opportunity to cast their important vote. Our records indicate that we still
have not received your important vote.

The primary purpose of the meeting is to seek approval of a Plan of
Reorganization of the Company as a Delaware statutory trust. The purpose of the
reorganization is to reduce the amount of state taxes that the Company will pay
annually and to modernize the Company's governing documents.
During the fiscal year ended October 31, 2005, the Company paid in the excess
of thirty-two thousand dollars in Delaware corporate franchise taxes. If the
Company were organized as a Delaware statutory trust during the past fiscal
year, the Company would not have had to pay such corporate franchise taxes.

WE ASK YOU TO PLEASE TAKE A MOMENT TO CAST YOUR VOTE SO THAT YOUR SHARES MAY BE
REPRESENTED AT THE ANNUAL MEETING.

Your participation will assist the Fund in holding this Annual Meeting and
could help to reduce the expenses involved with additional solicitation.

Another copy of your ballot has been enclosed with this letter for your
convenience.  Should you have any questions regarding the proposal, please call
the toll-free number 1-800-314-9816.  The following voting options have been
set up for your convenience.

1.	Vote by Telephone.  You may cast your vote by calling our toll-free
proxy hotline at 1-800-314-9816. Representatives are available to
record your vote Monday through Saturday from 9:00 a.m. to 9:00 p.m.
Eastern Time.

2.	Vote by Touch-tone Phone. You may cast your vote by telephone by
calling the toll-free number found on the enclosed proxy card.

3.	Vote Through the Internet.   You may cast your vote using the
Internet by logging into the Internet address located on the enclosed
proxy card and following the instructions on the website.

4.	Vote by Mail.  You may cast your vote by mail by signing, dating and
mailing the enclosed proxy card in the postage-prepaid return
envelope provided.

If convenient for you, please utilize one of the first three options above to
insure that your response is received in time for the reconvened Annual Meeting
on March 14th.

Please do not hesitate to call toll-free 1-800-314-9816 if you have any
questions regarding this matter.  Representatives are available Monday through
Saturday from 9:00 a.m. to 9:00 p.m. Eastern Time to answer any questions you
might have regarding the Meeting agenda.

Help us hold this reconvened Annual Meeting of Shareholders on March 14th by
taking a minute to vote your shares today.  Thank you for your assistance with
this important matter.

Sincerely,

/s/Gary I. Levine
Gary I. Levine
Executive Vice President and Chief Financial Officer

NOBO