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, 2010

Date of reporting period:  June 30, 2010



Item 1. Proxy Voting Record

Issuer: AT&T Inc.
Ticker symbol: T
CUSIP: 00206R102
Meeting date: 04/30/2010


                                                                                     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: Laura D'Andrea Tyson      Management    YES      FOR     FOR

1-12. Election of Director: Patricia P. Upton         Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2010

3.    Cumulative voting                               Shareholder   YES    ABSTAIN   N/A

4.    Pension credit policy                           Shareholder   YES      FOR     AGAINST

5.    Advisory vote on compensation                   Shareholder   YES      FOR     AGAINST

6.    Special stockholder meetings                    Shareholder   YES    ABSTAIN   N/A



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

Issuer: Celanese Corporation
Ticker symbol: CE
CUSIP: 150870103
Meeting date: 04/22/2010



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

1-02. Election of Director: Mark C. Rohr              Management    YES      FOR     FOR

1-03. Election of Director: Farah M. Walters          Management    YES      FOR     FOR

2     Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2010



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Issuer: The Walt Disney Company
Ticker symbol: DIS
CUSIP: 254687106
Meeting date: 03/10/2010


                                                                                     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 2010

3.    Amendment to the amended and restated 2005      Management    YES      FOR     FOR
      stock incentive plan.

4.    Amendment to the Company's restated             Management    YES      FOR     FOR
      certificate of incorporation relating to
      interested person transactions

5.    Amendment to the Company's restated             Management    YES      FOR     FOR
      certificate of incorporation relating to
      bylaw amendments

6.    Amendment to the Company's restated             Management    YES      FOR     FOR
      certificate of incorporation relating to
      tracking stock provisions

7.    Amendment to the Company's restated             Management    YES      FOR     FOR
      certificate of incorporation relating to
      classified board transition provisions

8.    Shareholder advisory vote on executive          Shareholder   YES      FOR     AGAINST
      compensation

9.    Ex-gay non-discrimination policy                Shareholder   YES    ABSTAIN   N/A



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

Issuer: Johnson & Johnson
Ticker symbol: JNJ
CUSIP: 478160104
Meeting date: 04/22/2010


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

1-02. Election of Director: James G. Cullen           Management    YES      FOR     FOR

1-03. Election of Director: Michael M.E. Johns        Management    YES      FOR     FOR

1-04. Election of Director: Susan L. Lindquist        Management    YES      FOR     FOR

1-05. Election of Director: Anne M. Mulcahy           Management    YES      FOR     FOR

1-06. Election of Director: Leo F. Mullin             Management    YES      FOR     FOR

1-07. Election of Director: William D. Perez          Management    YES      FOR     FOR

1-08. Election of Director: Charles Prince            Management    YES      FOR     FOR

1-09. Election of Director: David Satcher             Management    YES      FOR     FOR

1-10. Election of Director: William C. Weldon         Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2010

3.    Advisory vote on executive compensation         Shareholder   YES      FOR     AGAINST

4.    Special shareowner meetings                     Shareholder   YES    ABSTAIN   N/A


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

Issuer: Merck & Company, Inc.
Ticker symbol: MRK
CUSIP: 58933Y105
Meeting date: 05/25/2010



                                                                                     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: Thomas H. Glocer          Management    YES      FOR     FOR

1-05. Election of Director: Steven F. Goldstone       Management    YES      FOR     FOR

1-06. Election of Director: William B. Harrison, Jr.  Management    YES      FOR     FOR

1-07. Election of Director: Harry R. Jacobson         Management    YES      FOR     FOR

1-08. Election of Director: William N. Kelley         Management    YES      FOR     FOR

1-09. Election of Director: C. Robert Kidder          Management    YES      FOR     FOR

1-10. Election of Director: Rochelle B. Lazarus       Management    YES      FOR     FOR

1-11. Election of Director: Carlos E. Represas        Management    YES      FOR     FOR

1-12. Election of Director: Patricia F. Russo         Management    YES      FOR     FOR

1-13. Election of Director: Thomas E. Shenk           Management    YES      FOR     FOR

1-14. Election of Director: Anne M. Tatlock           Management    YES      FOR     FOR

1-15. Election of Director: Craig B. Thompson         Management    YES      FOR     FOR

1-16. Election of Director: Wendell P. Weeks          Management    YES      FOR     FOR

1-17. Election of Director: Peter C. Wendell          Management    YES      FOR     FOR

2.    Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2010

3.    Adoption of 2010 stock incentive plan           Management    YES      FOR     FOR

4.    Adoption of 2010 non-employee directors         Management    YES      FOR     FOR
      stock & option plan



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Issuer: Verenium Corporation
Ticker symbol: VRNM
CUSIP: 92340P209
Meeting date: 06/14/2010




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

1-02. Election of Director: Carlos A. Riva            Management    YES      FOR     FOR

1-03. Election of Director: John F. Dee               Management    YES      FOR     FOR

2     To approve the 2010 equity incentive plan       Management    YES      FOR     FOR

3     Ratification of the appointment of              Management    YES      FOR     FOR
      independent auditors for 2010


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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 6, 2010