Edgar Filing: GABELLI EQUITY TRUST INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

THE GABELLI EQUITY TRUST INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI EQUITY TRUST INC.

One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2008

------------------

To the Shareholders of
THE GABELLI EQUITY TRUST INC.

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Equity Trust Inc. (the "Fund") will be held at The
Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 19, 2008, at 9:00 a.m., for the following
purposes:

1. To elect three (3) Directors of the Fund, two (2) Directors to be
elected by the holders of the Fund's Common Stock and holders of its
Series C Auction Rate Cumulative Preferred Stock, 5.875% Series D
Cumulative Preferred Stock, Series E Auction Rate Cumulative
Preferred Stock, and 6.20% Series F Cumulative Preferred Stock
(together, the "Preferred Stock"), voting together as a single
class, and one (1) Director to be elected by the holders of the
Fund's Preferred Stock, voting as a separate class (PROPOSAL 1);

2. To consider and vote upon an amendment to the fundamental investment
restriction regarding the Fund's investment policy on borrowing
(PROPOSAL 2); and

3. To consider and vote upon such other matters, including
adjournments, as may properly come before said Meeting or any
adjournments thereof.

These items are discussed in greater detail in the attached Proxy
Statement.

The close of business on March 17, 2008 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.

By Order of the Board of Directors,

AGNES MULLADY
SECRETARY

April 14, 2008

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the
registration.

3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURE
------------ ---------------

CORPORATE ACCOUNTS

(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe

CUSTODIAN OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor

TELEPHONE/INTERNET VOTING

Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement and proxy
card.

THE GABELLI EQUITY TRUST INC.

------------------

ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 2008

------------------

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Equity Trust Inc. (the "Fund")
for use at the Annual Meeting of Shareholders of the Fund to be held on Monday,
May 19, 2008, at 9:00 a.m., at The Cole Auditorium, The Greenwich Library, 101
West Putnam Avenue, Greenwich, Connecticut 06830, and at any adjournments
thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders and proxy
card accompany this Proxy Statement, all of which are first being mailed to
shareholders on or about April 14, 2008.

In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Fund's transfer agent, and affiliates of Computershare or
other representatives of the Fund may also solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Fund has retained [ ] to
assist in the solicitation of proxies for a minimum fee of $[ ] plus
reimbursement of expenses. The Fund will pay the costs of the proxy solicitation
and the expenses incurred in connection with preparing the Proxy Statement and
its enclosures. The Fund will also reimburse brokerage firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
its shares.

THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422, BY CALLING THE FUND AT 800-422-3554, OR VIA THE INTERNET AT
WWW.GABELLI.COM.

If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the Shares (as defined below) represented thereby will be
voted "FOR" (i) the election of the nominees as Directors listed in the
accompanying Notice of Annual Meeting of Shareholders (ii) the amendment to the
Fund's fundmental investment restriction regarding borrowing, unless
instructions to the contrary are marked thereon, and at the discretion of the
proxy holders as to the transaction of any other business that may properly come
before the Meeting. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
voting his or her shares in person or by submitting a letter of revocation or a
later-dated proxy to the Fund at the above address prior to the date of the
Meeting.

A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event a quorum is not present at the
Meeting, or in the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient
votes have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.

The close of business on March 17, 2008 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The Fund has two classes of capital stock: common stock, par value $0.001
per share (the "Common Stock"), and preferred stock consisting of (i) Series C
Auction Rate Cumulative Preferred Stock ("Series C Preferred"), (ii) 5.875%
Series D Cumulative Preferred Stock ("Series D Preferred"), (iii) Series E
Auction Rate Cumulative Preferred Stock ("Series E Preferred"), and (iv) 6.20%
Series F Cumulative Preferred Stock ("Series F Preferred"), each having a par
value of $0.001 per share (together, the "Preferred Stock" and together with the
Common Stock, the "Shares"). The holders of the Common Stock and Preferred Stock
are each entitled to one vote for each full share held and an appropriate
fraction of a vote for each fractional share held. On the record date, there
were 172,104,290 shares of Common Stock, 5,200 shares of Series C Preferred
Stock, 2,949,700 shares of Series D Preferred Stock, 2,000 shares of Series E
Preferred Stock, and 6,000,000 shares of Series F Preferred Stock outstanding.

As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding shares of Common
Stock or Preferred Stock.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
-------- ------------------- ----------------------

1. Election of Common and Preferred Stockholders, Common and Preferred Stockholders,
Directors voting together as a single class, voting together as a single class,
vote to elect two Directors: vote to elect two Directors:
Frank J. Fahrenkopf, Jr. and Frank J. Fahrenkopf, Jr. and
Salvatore J. Zizza Salvatore J. Zizza

Preferred Stockholders,
voting as a separate class,
vote to elect one Director:
Anthony J. Colavita

2. Amendment to Common and Preferred Stockholders, Preferred Stockholders,
Fundamental Investment voting together as a single class voting as a separate class
Restriction regarding
Borrowing

3. Other Business Common and Preferred Stockholders, voting together as a single class

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1: TO ELECT THREE (3) DIRECTORS OF THE FUND

NOMINEES FOR THE BOARD OF DIRECTORS

The Board of Directors is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Anthony J. Colavita, Frank J. Fahrenkopf, Jr. and Salvatore J. Zizza have each
been nominated by the Board of Directors for a three-year term to expire at the
Fund's 2011 Annual Meeting of Shareholders or until their successors are duly
elected and qualified. Anthony J. Colavita has been nominated by the Board of
Directors for election by the holders of the Fund's Preferred Stock for a
three-year term to expire at the Fund's 2011 Annual Meeting of Shareholders or
until his successor is duly elected and qualified. Each of the Directors of the
Fund has served in that capacity since the July 14, 1986 organizational meeting
of the Fund with the exception of (i) Mr. Conn, who became a Director of the
Fund on May 15, 1989, (ii) Mr. Fahrenkopf, who became a Director of the Fund on
May 11, 1998, (iii) Mr. Colavita, who became a Director of the Fund on November
17, 1999, and (iv) Mr. Ferrara, who became a Director of the Fund on August 15,
2001. All of the Directors of the Fund are also directors or trustees of other
investment companies for which Gabelli Funds, LLC (the "Adviser") or its
affiliates serve as investment adviser. The classes of Directors are indicated
below:

NOMINEES TO SERVE UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS

Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Salvatore J. Zizza

DIRECTORS SERVING UNTIL 2010 ANNUAL MEETING OF SHAREHOLDERS

Mario J. Gabelli, CFA
Thomas E. Bratter
Arthur V. Ferrara

DIRECTORS SERVING UNTIL 2009 ANNUAL MEETING OF SHAREHOLDERS

James P. Conn
Anthony R. Pustorino

Under the Fund's Articles of Incorporation, Articles Supplementary, and
the Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Fund's outstanding Preferred Stock, voting as a separate class, are entitled to
elect two Directors, and holders of the Fund's outstanding Common Stock and
Preferred Stock, voting together as a single class, are entitled to elect the
remaining Directors, subject to the provisions of the 1940 Act and the Fund's
Articles of Incorporation, Articles Supplementary, and By-Laws. The holders of
the Fund's outstanding Preferred Stock would be entitled to elect the minimum
number of additional Directors that would represent a majority of the Directors
in the event that dividends on the Fund's Preferred Stock are in arrears for two
full years. No dividend arrearages exist as of the date of this Proxy Statement.
Messrs. Colavita and Conn are currently the Directors elected solely by the
holders of the Fund's Preferred Stock. A quorum of the Preferred Stockholders
must be present at the Meeting in order for the proposal to elect Mr. Colavita
to be considered.

Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Director if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.

INFORMATION ABOUT DIRECTORS AND OFFICERS

Set forth in the table below are the existing Directors and Nominees,
including those Directors who are not considered to be "interested persons," as
defined by the 1940 Act (the "Independent Directors"), for election to the
Board of the Fund and officers of the Fund, including information relating to
their respective positions held with the Fund, a brief statement of their
principal occupations during the past five years and other directorships
(excluding other funds managed by the Adviser), if any.

TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
----------------- ---------- ----------------------- ------------------- -------------

INTERESTED DIRECTOR 3:
MARIO J. GABELLI Since 1986** Chairman and Chief Executive Director of Morgan Group 26
Director and Officer of GAMCO Investors, Inc. Holdings, Inc. (holding
Chief Investment Officer and Chief Investment Officer - company); Chairman of
Age: 65 Value Portfolios of Gabelli the Board of LICT Corp.
Funds, LLC and GAMCO Asset (multimedia and
Management Inc.; Director/Trustee communication services
or Chief Investment Officer of company)
other registered investment
companies in the Gabelli/GAMCO
Funds complex; Chairman and Chief
Executive Officer of GGCP, Inc.

INDEPENDENT DIRECTORS/NOMINEES 4:
THOMAS E. BRATTER Since 1986** Director, President, and Founder -- 4
Director of The John Dewey Academy
Age: 68 (residential college preparatory
therapeutic high school)

ANTHONY J. COLAVITA 5 Since 1999* Partner in the law firm of -- 35
Director Anthony J. Colavita, P.C.
Age: 72

JAMES P. CONN 5 Since 1989*** Former Managing Director and -- 16
Director Chief Investment Officer of
Age: 69 Financial Security Assurance
Holdings Ltd. (insurance holding
company) (1992-1998)

FRANK J. FAHRENKOPF, JR. Since 1998* President and Chief Executive -- 5
Director Officer of the American Gaming
Age: 68 Association; Co-Chairman of the
Commission on Presidential
Debates; Former Chairman of the
Republican National Committee
(1983-1989)

ARTHUR V. FERRARA Since 2001** Former Chairman of the Board -- 7
Director and Chief Executive Officer of
Age: 77 The Guardian Life Insurance
Company of America (1993-1995)

ANTHONY R. PUSTORINO Since 1986*** Certified Public Accountant; Director of The LGL Group, 14
Director Professor Emeritus, Pace Inc. (diversified
Age: 82 University manufacturing)

SALVATORE J. ZIZZA Since 1986* Chairman of Zizza & Co., Ltd. Director of Hollis-Eden 26
Director (consulting) Pharmaceuticals
Age: 62 (biotechnology) and
Earl Scheib, Inc.
(automotive services)

TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED 2 DURING PAST FIVE YEARS
----------------- ---------- -----------------------

OFFICERS 6:
BRUCE N. ALPERT Since 2003 Executive Vice President and Chief Operating Officer of Gabelli
President Funds, LLC since 1988 and an officer of all of the registered
Age: 56 investment companies in the Gabelli/GAMCO Funds complex.
Director and President of Teton Advisors, Inc. (formerly
Gabelli Advisers, Inc.) since 1998

CARTER W. AUSTIN Since 2000 Vice President of the Fund since 2000, Vice President of other
Vice President registered investment companies in the Gabelli/GAMCO Funds
Age: 41 complex; Vice President of Gabelli Funds, LLC since 1996

PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs at GAMCO Investors, Inc. since
Chief Compliance Officer 2004; Chief Compliance Officer of all of the registered
Age: 54 investment companies in the Gabelli/GAMCO Funds complex; Vice
President of Goldman Sachs Asset Management from 2000-2004

AGNES MULLADY Since 2006 Vice President of Gabelli Funds, LLC since 2007; Officer of all
Treasurer and Secretary of the registered investment companies in the Gabelli/GAMCO
Age: 49 Funds complex; Senior Vice President of U.S. Trust Company,
N.A. and Treasurer and Chief Financial Officer of Excelsior
Funds from 2004-2005; Chief Financial Officer of AMIC
Distribution Partners from 2002-2004

LOAN P. NGUYEN Since 2006 Vice President of the Fund since 2006; Vice President of other
Vice President and Ombudsman registered investment companies in the Gabelli/GAMCO Funds
Age: 25 complex; Assistant Vice President of GAMCO Investors, Inc.
since 2006; Portfolio Administrator for Gabelli Funds, LLC
during 2004; student at Boston College prior to 2004

----------
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

2 The Fund's Board of Directors is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for a
three-year term.

3 "Interested person" of the Fund as defined in the 1940 Act. Mr. Gabelli
is considered to be an "interested person" of the Fund because of his
affiliation with Gabelli Funds, LLC, which is the Fund's investment
adviser, and Gabelli & Company, Inc., which executes portfolio
transactions for the Fund, and as a controlling shareholder because of the
level of his ownership of common shares of the Fund.

4 Directors who are not considered to be "interested persons" of the Fund
as defined in the 1940 Act are considered to be "Independent Directors."

5 As a Director, elected solely by holders of the Fund's Preferred Stock.

6 Each officer will hold office for an indefinite term until the date he or
she resigns or retires or until his or her successor is elected and
qualified.

* Nominee to serve, if elected, until the Fund's 2011 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.

** Term continues until the Fund's 2010 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.

*** Term continues until the Fund's 2009 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR

Set forth in the table below is the dollar range of equity securities in
the Fund complex beneficially owned by each Director and Nominee for election as
Director and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Director and Nominee for election as Director.

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD IN
NAME OF DIRECTOR/NOMINEE IN THE FUND*(1) FUND COMPLEX*(1)(2)
-------------------------------- ---------------------- ----------------------------------

INTERESTED DIRECTOR:

Mario J. Gabelli E E

INDEPENDENT DIRECTORS/NOMINEES:

Thomas E. Bratter E E

Anthony J. Colavita** C E

James P. Conn E E

Frank J. Fahrenkopf, Jr. A B

Arthur V. Ferrara A E

Anthony R. Pustorino** E E

Salvatore J. Zizza E E

----------
* Key to Dollar Ranges

A. None

B. $1 - $10,000

C. $10,001 - $50,000

D. $50,001 - $100,000

E. Over $100,000

All shares were valued as of December 31, 2007.

** Messrs. Colavita and Pustorino each beneficially own less than 1% of the
common stock of The LGL Group, Inc., having a value of $9,071 and $20,971,
respectively, as of December 31, 2007. The LGL Group, Inc. may be deemed
to be controlled by Mario J. Gabelli and in that event would be deemed to
be under common control with the Fund's Adviser.

(1) This information has been furnished by each Director and Nominee for
election as Director as of December 31, 2007. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

(2) The "Fund Complex" includes all the funds that are considered part of the
same fund complex as the Fund because they have common or affiliated
investment advisers.

Set forth in the table below is the amount of shares beneficially owned by
each Director of the Fund.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR/NOMINEE BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------ ------------------------ -----------------
INTERESTED DIRECTOR:

Mario J. Gabelli 1,618,156 (3) *
INDEPENDENT DIRECTORS/NOMINEES:

Thomas E. Bratter 32,804 *
*
Anthony J. Colavita 2,835 (4) *
*
James P. Conn 49,009 *
*
Frank J. Fahrenkopf, Jr. 0 *
Arthur V. Ferrara 0 *
Anthony R. Pustorino 13,620 (5) *
Salvatore J. Zizza 34,190 (6) *

----------
(1) This information has been furnished by each Director and Nominee for
election as Director as of December 31, 2007. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the 1934 Act.
Reflects ownership of common shares unless otherwise noted.

(2) An asterisk indicates that the ownership amount constitutes less than 1%
of the total shares outstanding.

(3) Includes 947,963 shares owned directly by Mr. Gabelli, 37,358 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
and 632,835 shares owned by GAMCO Investors, Inc. or its affiliates. Mr.
Gabelli disclaims beneficial ownership of the shares held by the
discretionary accounts and by the entities named except to the extent of
his interest in such entities.

(4) Comprised of 2,835 common shares owned by Mr. Colavita's spouse for which
he disclaims beneficial ownership.

(5) Includes 2,632 common shares owned by Mr. Pustorino's spouse for which he
disclaims beneficial ownership.

(6) Includes 23,300 common shares owned by Mr. Zizza's sons for which he
disclaims beneficial ownership.

The Fund pays each Director who is not affiliated with the Adviser or its
affiliates a fee of $12,000 per year plus $1,500 per meeting attended in person,
$1,000 per Committee meeting attended in person, and $500 per telephonic
meeting, together with the Director's actual out-of-pocket expenses relating to
his attendance at such meetings. In addition, the Audit Committee Chairman
receives an annual fee of $3,000, the Proxy Voting Committee Chairman receives
an annual fee of $1,500, and the Nominating Committee Chairman receives an
annual fee of $2,000. The aggregate remuneration (not including out-of-pocket
expenses) paid by the Fund to such Directors during the fiscal year ended
December 31, 2007 amounted to $153,865. During the fiscal year ended December
31, 2007, the Directors of the Fund met five times, one of which was a special
meeting of Directors. Each Director then serving in such capacity attended at
least 75% of the meetings of Directors and of any Committee of which he is a
member.

AUDIT COMMITTEE REPORT

The role of the Fund's Audit Committee (the "Audit Committee") is to
assist the Board of Directors in its oversight of (i) the quality and integrity
of the Fund's financial statement reporting process and the independent audit
and reviews thereof; (ii) the Fund's accounting and financial reporting policies
and practices, its internal controls, and, as appropriate, the internal controls
of certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, independence, and performance. The Audit Committee also
is required to prepare an audit committee report pursuant to the rules of the
Securities and Exchange Commission (the "SEC") for inclusion in the Fund's
annual proxy statement. The Audit Committee operates pursuant to the Audit
Committee Charter (the "Audit Charter") that was most recently reviewed and
approved by the Board of Directors on February 28, 2008.

Pursuant to the Audit Charter, the Audit Committee is responsible for
conferring with the Fund's independent registered public accounting firm,
reviewing annual financial statements, approving the selection of the Fund's
independent registered public accounting firm, and overseeing the Fund's
internal controls. The Audit Charter also contains provisions relating to the
pre-approval by the Audit Committee of certain non-audit services to be
provided

by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the Fund and to the
Adviser and certain of its affiliates. The Audit Committee advises the full
Board with respect to accounting, auditing, and financial matters affecting the
Fund. As set forth in the Audit Charter, management is responsible for
maintaining appropriate systems for accounting and internal control, and the
Fund's independent registered public accounting firm is responsible for planning
and carrying out proper audits and reviews. The independent registered public
accounting firm is ultimately accountable to the Board of Directors and to the
Audit Committee, as representatives of shareholders. The independent registered
public accounting firm for the Fund reports directly to the Audit Committee.

In performing its oversight function, at a meeting held on February 25,
2008, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the fiscal year ended December 31, 2007, and discussed the audit of such
financial statements with the independent registered public accounting firm.

In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or
supplemented. The Audit Committee also received from the independent registered
public accounting firm the written disclosures and statements required by the
SEC's independence rules, delineating relationships between the independent
registered public accounting firm and the Fund, and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.

As set forth above, and as more fully set forth in the Audit Charter, the
Audit Committee has significant duties and powers in its oversight role with
respect to the Fund's financial reporting procedures, internal control systems,
and the independent audit process.

The members of the Audit Committee are not, and do not represent
themselves to be, professionally engaged in the practice of auditing or
accounting and are not employed by the Fund for accounting, financial
management, or internal control purposes. Moreover, the Audit Committee relies
on and makes no independent verification of the facts presented to it or
representations made by management or the Fund's independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the Public Company Accounting Oversight Board (United
States) or that the financial statements are presented in accordance with
generally accepted accounting principles (United States).

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit Committee recommended to the Fund's Board
of Directors that the Fund's audited financial statements be included in the
Fund's Annual Report for the fiscal year ended December 31, 2007.

SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS

Anthony R. Pustorino, Chairman
Anthony J. Colavita
Salvatore J. Zizza

February 28, 2008

The Audit Committee met twice during the fiscal year ended December 31,
2007. The Audit Committee is composed of three of the Fund's Independent
Directors (as such term is defined by the New York Stock Exchange's listing
standards (the "NYSE Listing Standards")), namely Messrs. Colavita, Pustorino,
and Zizza. Each member of the Audit Committee has been determined by the Board
of Directors to be financially literate.

NOMINATING COMMITTEE

The Board of Directors has a Nominating Committee composed of three
Independent Directors (as such term is defined by the NYSE Listing Standards),
namely Messrs. Colavita, Ferrara, and Zizza. The Nominating Committee met once
during the fiscal year ended December 31, 2007. The Nominating Committee is
responsible for identifying and recommending to the Board of Directors
individuals believed to be qualified to become Board members in the event that a
position is vacated or created. The Nominating Committee will consider Director
candidates recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Directors, the qualifications of the candidate, and the interests
of shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:

o The name of the shareholder and evidence of the shareholder's
ownership of shares of the Fund, including the number of shares
owned and the length of time of ownership;

o The name of the candidate, the candidate's resume or a listing of
his or her qualifications to be a Director of the Fund, and the
person's consent to be named as a Director if selected by the
Nominating Committee and nominated by the Board of Directors; and

o If requested by the Nominating Committee, a completed and signed
directors' questionnaire.

The shareholder recommendation and information described above must be
sent to the Fund's Secretary, c/o Gabelli Funds, LLC at One Corporate Center,
Rye, NY 10580-1422, and must be received by the Secretary no less than 120 days
prior to the anniversary date of the Fund's most recent annual meeting of
shareholders or, if the meeting has moved by more than 30 days, a reasonable
amount of time before the meeting.

The Nominating Committee believes that the minimum qualifications for
serving as a Director of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Directors' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund. The Nominating
Committee also seeks to have the Board of Directors represent a diversity of
backgrounds and experience.

The Fund's Nominating Committee adopted a charter on May 12, 2004, and
amended the charter on November 17, 2004. The charter can be found on the Fund's
website at www.gabelli.com.

OTHER BOARD-RELATED MATTERS

The Board of Directors has established the following procedures in order
to facilitate communications between the Board and the shareholders of the Fund
and other interested parties.

RECEIPT OF COMMUNICATIONS

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422. To communicate with the Board
electronically, shareholders may go to the corporate website at www.gabelli.com
under the heading "Contact Us/Board of Directors".

FORWARDING THE COMMUNICATIONS

All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Directors. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotions of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Directors or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Director who is a member of the group or committee to
which the envelope or e-mail is addressed.

The Fund does not expect Directors or Nominees for election as Director to
attend the Annual Meeting of Shareholders.

The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers for the year ended December
31, 2007. Mr. Austin and is employed by the Fund and is not employed by the
Adviser (although he may receive incentive-based variable compensation from
affiliates of the Adviser). Officers of the Fund who are employed by the Adviser
receive no compensation or expense reimbursement from the Fund.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS AND OFFICERS*
--------------------------- ---------------------- -------------------------------

INTERESTED DIRECTOR:

MARIO J. GABELLI $ 0 $ 0 (24)
Chairman of the Board and
Chief Investment Officer

INDEPENDENT DIRECTORS/NOMINEES:

THOMAS E. BRATTER $20,000 $39,500 (4)
Director

ANTHONY J. COLAVITA $24,500 $225,000 (35)
Director

JAMES P. CONN $21,500 $104,750 (16)
Director

FRANK J. FAHRENKOPF, JR. $18,500 $60,500 (5)
Director

ARTHUR V. FERRARA $20,667 $35,250 (7)
Director

ANTHONY R. PUSTORINO $24,667 $141,500 (14)
Director

SALVATORE J. ZIZZA $24,031 $166,250 (26)
Director

OFFICERS:

CARTER W. AUSTIN $120,000 $400,000 (8)
Vice President

----------
* Represents the total compensation paid to such persons during the fiscal
year ended December 31, 2007 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that
are considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number of such investment companies and portfolios.

REQUIRED VOTE FOR PROPOSAL 1

The election of each of the listed Nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.

THE BOARD OF DIRECTORS, INCLUDING THE "INDEPENDENT" DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.

PROPOSAL 2: TO AMEND THE FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING BORROWING

GENERAL

The Fund, like all registered funds, is required by law to have policies
governing certain of its investment practices that may only be changed by a vote
of shareholders. These policies are considered "fundamental." After review, it
has been determined that the Fund's investment restriction regarding borrowing
money is more restrictive than the law requires.

At a meeting held on February 19, 2008, the Board of Directors reviewed
the Fund's fundamental investment policy regarding borrowing money and concluded
that the policy should be made less restrictive to provide the Adviser with
additional flexibility in its management of the Fund (the "Amendment").
Importantly, while the proposed Amendment is intended to provide the Adviser
with greater flexibility in managing the Fund, the Amendment will not affect the
investment objectives of the Fund, which will remain unchanged, and the Fund
will continue to be managed in accordance with the investment objectives,
strategies and policies described in the prospectus and statement of additional
information and in accordance with applicable law.

If the Amendment is approved, the Fund will continue to maintain important
shareholder protections, while the Adviser will have greater flexibility in
managing the Fund to respond to changing markets, new investment opportunities
and futures changes in applicable law. The Amendment will allow the Fund to
borrow to the extent permitted by the 1940 Act. It is possible that as the
financial markets continue to evolve over time, the 1940 Act and the related
rules may be further amended to address changed circumstances and new investment
opportunities. It is also possible that the 1940 Act and the related rules could
change for other reasons. For flexibility, the Amendment will be interpreted to
refer to the 1940 Act and the related rules as they are in effect from time to
time. This will allow the Fund to benefit from future changes in applicable law
without seeking additional costly and time-consuming shareholder approvals. To
the extent the Fund engages in new investment practices in connection with
borrowing, the Fund may be subject to additional risks. Before a material change
is made in the Fund's investment practices in response to the Amendment, the
Fund's Board will be consulted.

The Amendment also refers to interpretations or modifications of, or
relating to, the 1940 Act from the SEC or members of its staff, as well as
interpretations or modifications of other authorities having jurisdiction over
the Fund. These authorities could include courts. From time to time the SEC and
members of its staff issue formal or informal views on various provisions of the
1940 Act and the related rules, including through no-action letters and
exemptive orders. The Amendment will be interpreted to refer to these
interpretations or modifications as they are given from time to time. Again,
this will allow the Fund the flexibility to benefit from future changes in the
positions taken by regulators and others without the expense and delay of
seeking further shareholder approvals.

When the Amendment provides that borrowing may be conducted as permitted
by the 1940 Act, the policy will be interpreted to mean either that the 1940 Act
expressly permits the practice or that the 1940 Act does not prohibit the
practice.

Traditionally, the Fund has engaged in leverage through the issuance of
preferred stock. If the Amendment is approved and the Board determines that it
is in the best interests of Fund shareholders to do so, the Amendment would
permit the Funds to engage in borrowings or other forms of leverage in order to
potentially redeem the outstanding shares

of any series of fixed or variable rate Preferred Stock, although it is not
required to do so. The Board has not determined to redeem Preferred Stock and
this proposal should not be interpreted to mean otherwise.

The Adviser has advised the Board of the Fund that the Amendment is
neither expected to materially affect the manner in which the Fund is being
managed at this time, nor materially affect the investment risks associated with
the Fund. Specifically, the Adviser has no current intention of increasing the
leverage of the Fund, which as of March 31, 2008 represented 23% of the Fund
total assets. On this basis, the Board of the Fund recommends that shareholders
of the Fund vote in favor of the Amendment as further discussed below.

PROPOSED AMENDMENT TO INVESTMENT RESTRICTION REGARDING BORROWING MONEY

The discussion below sets out the Fund's current investment restriction
and the proposed amendment. A summary of the amended investment restriction, if
approved, will be reflected in the Fund's shareholder report.

The Fund's current investment restriction regarding borrowing money
states:

The Fund may not borrow money, except that the Fund may borrow from
banks and other financial institutions on an unsecured basis, in an
amount not exceeding 10% of its total assets, to finance the
repurchase of its stock. The Fund also may borrow money on a secured
basis from banks as a temporary measure for extraordinary or
emergency purposes. Temporary borrowings may not exceed 5% of the
value of the total assets of the Fund at the time the loan is made.
The Fund may pledge up to 10% of the lesser of the cost or value of
its total assets to secure temporary borrowings. The Fund will not
borrow for investment purposes. Immediately after any borrowing, the
Fund will maintain asset coverage of not less than 300% with respect
to all borrowings. While the borrowing of the Fund exceeds 5% of its
respective total assets, the Fund will make no further purchases of
securities, although this limitation will not apply to repurchase
transactions as described above.

If shareholders approve Proposal 2, the Fund's current investment
restriction relating to borrowing money will be revised to state:

The Fund may not borrow money, except as permitted by the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other
authority with appropriate jurisdiction.

DISCUSSION OF POLICY REGARDING BORROWING MONEY. All registered funds, like
the Fund, are required to have a policy on borrowing money. At the present time,
the 1940 Act generally requires a registered investment company to maintain
asset coverage of 300% for so-called "senior securities" that represent
indebtedness. This means that, generally speaking, for a registered investment
company to borrow or otherwise issue debt (other than limited exceptions such as
temporary borrowing or a borrowing for emergency purposes up to 5% of the
investment company's total assets), the investment company must have total
assets of at least twice the amount borrowed. A registered investment company
that issues preferred stock must maintain asset coverage of at least 200% with
respect to the preferred stock. Asset coverage means the ratio that the value of
the fund's total assets, minus liabilities other than borrowings, bears to the
aggregate amount of all borrowings. Certain widely used investment practices
that involve a commitment by a fund to deliver money or securities in the future
are not considered by the SEC to be senior securities. These include repurchase
and reverse repurchase agreements, dollar rolls, options, futures and forward
contracts, provided that in each case a fund segregates cash or liquid
securities in an amount necessary to pay the obligation or the fund holds an
offsetting commitment from another party.

The Amendment will not affect the Fund's existing abilities to engage in
these practices. Similarly, the Amendment will be interpreted not to prevent
collateral arrangements with respect to swaps, options, forward or futures
contracts or other derivatives, or the posting of initial or variation margin.

The Amendment will permit the Fund to borrow money, and to engage in
trading practices that may be considered to be borrowing, to the fullest extent
permitted by the 1940 Act and related interpretations, as in effect from time to
time. The Amendment will be interpreted to permit a Fund to engage in trading
practices and investments that may be considered to be borrowing, such as
reverse repurchase agreements, dollar rolls, options, futures,

options on futures and forward contracts. In addition, short-term credits
necessary for the settlement of securities transactions and arrangements with
respect to securities lending will not be considered to be borrowings under the
Amendment. Practices and investments that may involve leverage but are not
considered to be borrowings are not subject to the Amendment.

REQUIRED VOTE FOR PROPOSAL 2

The approval of the Amendment to the Fund's fundamental investment
restriction regarding borrowing is to be determined by (i) the vote of a
"majority" of the outstanding shares of the Fund (holders of Common Stock and
holders of Preferred Stock, voting together as a single class) and (ii) the vote
of a "majority" of the outstanding preferred stock of the Fund (holders of
Preferred Stock, voting as a separate class). Under the 1940 Act and for
purposes of this proxy statement, this means that in each separate vote in (i)
and (ii) above, to be approved, the Amendment must receive the affirmative vote
of the lesser of (1) a majority of the outstanding shares of the Fund, or (2) 66
2/3% or more of the shares of the Fund represented at the Meeting if more than
50% of the outstanding shares of the Fund are present or represented by proxy at
the Meeting. If the vote required to approve the proposal is not obtained, the
investment restriction will not be changed, and the Board will consider what
other actions to take in the best interests of the Fund.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED STOCKHOLDERS VOTE "FOR" THE AMENDMENT.

ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2008. PricewaterhouseCoopers acted as
the Fund's independent registered public accounting firm for the fiscal year
ended December 31, 2007. The Fund knows of no direct financial or material
indirect financial interest of PricewaterhouseCoopers in the Fund. A
representative of PricewaterhouseCoopers will not be present at the Meeting, but
will be available by telephone and will have an opportunity to make a statement,
if asked, and will be available to respond to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for the fiscal years ended December 31, 2006 and 2007, respectively.

YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES* TAX FEES** OTHER FEES
----------- ---------- ------------- ---------- ----------
2006 $ 53,500 $ 55,900 $ 3,150 --
2007 $ 56,000 $ 22,900 $ 5,000 --

----------

* "Audit-Related Fees" are those estimated fees billed to the Fund by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services and review and issuance of consent letters and comfort
letters in connection with the filing of the Fund's registration
statements on Form N-2 and Form N-14.

** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Fund's
income tax returns.

The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide on-going services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible

non-audit services to the Chairman of the Audit Committee, and the
Chairman must report his decision(s) to the Audit Committee, at its next
regularly scheduled meeting after the Chairman's pre-approval of such services.
The Audit Committee may also establish detailed pre-approval policies and
procedures for pre-approval of such services in accordance with applicable laws,
including the delegation of some or all of the Audit Committee's pre-approval
responsibilities to other persons (other than the Adviser or the Fund's
officers). Pre-approval by the Audit Committee of any permissible non-audit
services is not required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, the Adviser, and any
Covered Services Provider constitutes not more than 5% of the total amount of
revenues paid by the Fund to its independent registered public accounting firm
during the year in which the permissible non-audit services are provided; (ii)
the permissible non-audit services were not recognized by the Fund at the time
of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Audit Committee and approved by the Audit
Committee or the Chairman prior to the completion of the audit. All of the
audit, audit-related, and tax services described above for which
PricewaterhouseCoopers billed the Fund fees for the fiscal years ended December
31, 2006 and December 31, 2007 were pre-approved by the Audit Committee.

For the fiscal year ended December 31, 2007, PricewaterhouseCoopers has
represented to the Fund that it did not provide any non-audit services (or bill
any fees for such services) to the Adviser or any affiliates thereof that
provide services to the Fund.

THE INVESTMENT ADVISER AND ADMINISTRATOR

Gabelli Funds, LLC is the Fund's Adviser and Administrator and its
business address is One Corporate Center, Rye, New York 10580-1422.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Directors, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the fiscal year ended December 31, 2007, the Fund
believes that during that year such persons complied with all such applicable
filing requirements.

BROKER NON-VOTES AND ABSTENTIONS

For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.

The affirmative vote of a plurality of votes cast for each Nominee by the
shareholders entitled to vote for a particular Nominee is necessary for the
election of a Director. The affirmative vote of a "majority" of the votes by (i)
holders of Common Stock and Preferred Stock, voting together as a single class,
and (ii) holders of Preferred Stock, voting as a separate class, for the
Amendment is necessary for its approval. Abstentions or broker non-votes will
not be counted as votes cast and will have no effect on the result of the vote
for Proposal 1, but will have the effect of a vote "against" Proposal 2.
Abstentions or broker non-votes, however, will be considered to be present at
the Meeting for purposes of determining the existence of a quorum.

Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 2008.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors of the Fund do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters, including adjournments, are properly brought before
the Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2009
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than December 3, 2008.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

GAB-PS-2008
16

[BAR CODE]

[LOGO] GABELLI FUNDS

[BAR CODE] C123456789

000004 000000000.000000 ext 000000000.000000 ext
MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
ADD 1
ADD 2
[BAR CODE] ADD 3
ADD 4
ADD 5
ADD 6

[BAR CODE]

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

------------------------------------------------------------------------------------------------------------------------------------
The Gabelli Equity Trust Annual Meeting Proxy Card Common Shareholder
------------------------------------------------------------------------------------------------------------------------------------
o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[A] Proposals -- The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposal 2.

1. To elect two (2) Directors of the Fund:

For Withhold For Withhold +
01 - Frank J. Fahrenkopf, Jr. [ ] [ ] 02 - Salvatore J. Zizza [ ] [ ]

For Against Abstain
2. To consider and vote upon an amendment to the [ ] [ ] [ ]
fundamental investment restriction regarding the Fund's
investment policy on borrowing.

[B] Non-Voting Items

Change of Address -- Please print new address below. Comments -- Please print your comments below.
--------------------------------------------------------------- ---------------------------------------------------------------

--------------------------------------------------------------- ---------------------------------------------------------------

[C] Authorized Signatures -- This section must be completed for your vote to be counted. -- Date and Sign Below

Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must
sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature within the
date below. within the box. box.
------------------------------------- ------------------------------------ --------------------------------------------------
/ /
------------------------------------- ------------------------------------ --------------------------------------------------

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[ ] [BAR CODE] 1 U P X 0 1 7 4 4 1 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

(STOCK#) 00VLQA

o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[LOGO]

---------------------------------------------------------------------------------------------------------------------------------
Proxy -- The Gabelli Equity Trust Inc.
---------------------------------------------------------------------------------------------------------------------------------

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Mario J. Gabelli, Agnes Mullady and Bruce N. Alpert, and each of them, attorneys and proxies of
the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of The Gabelli Equity Trust Inc. (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on Monday, May 19, 2008 at 9:00 a.m., and at any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before
the Meeting.

A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes
any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made,
this proxy will be voted FOR the election of the nominees as Directors and in the discretion of the proxy holder as to any other
matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of Proposal Nos. 1
and 2.

--------------------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------------------

[BAR CODE]
[LOGO] GABELLI FUNDS

[BAR CODE] C123456789

000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2
[BAR CODE] ADD 3
ADD 4
ADD 5
ADD 6

[BAR CODE]

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

------------------------------------------------------------------------------------------------------------------------------------
The Gabelli Equity Trust Annual Meeting Proxy Card Series C Preferred
------------------------------------------------------------------------------------------------------------------------------------
o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[A] Proposals -- The Board of Directors recommends a vote FOR each of the nominees listed and for proposal 2.

1. To elect three (3) Directors of the Fund:

For Withhold For Withhold For Withhold +
01 - Anthony J. Colavita [ ] [ ] 02 - Frank J. Fahrenkopf, Jr. [ ] [ ] 03 - Salvatore J. Zizza [ ] [ ]

For Against Abstain
2. To consider and vote upon an amendment to the [ ] [ ] [ ]
fundamental investment restriction regarding the Fund's
investment policy on borrowing.

[B] Non-Voting Items

--------------------------------------------------------------- ---------------------------------------------------------------

[C] Authorized Signatures -- This section must be completed for your vote to be counted. -- Date and Sign Below

Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Date (mm/dd/yyyy) -- Please Signature 1 -- Please keep signature within Signature 2 -- Please keep signature within the
print date below. the box. box.
--------------------------- ---------------------------------------------- --------------------------------------------------
/ /
--------------------------- ---------------------------------------------- --------------------------------------------------

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[ ] [BAR CODE] 1 U P X 0 1 7 2 0 5 3 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

(STOCK#) 00VJMB

[LOGO]

------------------------------------------------------------------------------------------------------------------------------
Proxy -- The Gabelli Equity Trust Inc.
------------------------------------------------------------------------------------------------------------------------------

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Mario J. Gabelli, Agnes Mullady and Bruce N. Alpert, and each of them, attorneys and proxies
of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of The Gabelli Equity Trust Inc. (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830 on Monday, May 19, 2008 at 9:00 a.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the Meeting.

A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposal 1, FOR the election of the nominees as Directors and in the discretion of the
proxy holder as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a
discussion of Proposal Nos. 1 and 2.

-------------------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------------------

[BAR CODE]

[LOGO] GABELLI FUNDS

[BAR CODE] C123456789

[BAR CODE]

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

------------------------------------------------------------------------------------------------------------------------------------
The Gabelli Equity Trust Annual Meeting Proxy Card Series D Preferred
------------------------------------------------------------------------------------------------------------------------------------
o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[A] Proposals -- The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposal 2.

1. To elect three (3) Directors of the Fund:

For Withhold For Withhold For Withhold +
01 - Anthony J. Colavita [ ] [ ] 02 - Frank J. Fahrenkopf, Jr. [ ] [ ] 03 - Salvatore J. Zizza [ ] [ ]

For Against Abstain
2. To consider and vote upon an amendment to the [ ] [ ] [ ]
fundamental investment restriction regarding the Fund's
investment policy on borrowing.

[B] Non-Voting Items

--------------------------------------------------------------- ---------------------------------------------------------------

[C] Authorized Signatures -- This section must be completed for your vote to be counted. -- Date and Sign Below

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[ ] [BAR CODE] 1 U P X 0 1 7 4 3 1 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

(STOCK#) 00VJYB

[LOGO]

This proxy is solicited on behalf of the Board of Directors

[BAR CODE]

[LOGO] GABELLI FUNDS

[BAR CODE] C123456789

[BAR CODE]

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

[BAR CODE]

[LOGO] GABELLI FUNDS

[BAR CODE] C123456789

[BAR CODE]

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

------------------------------------------------------------------------------------------------------------------------------------
Annual Meeting Proxy Card Series E Preferred
------------------------------------------------------------------------------------------------------------------------------------
o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[A] Proposals -- The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposal 2.

1. To elect three (3) Directors of the Fund:

For Withhold For Withhold For Withhold +
01 - Anthony J. Colavita [ ] [ ] 02 - Frank J. Fahrenkopf, Jr. [ ] [ ] 03 - Salvatore J. Zizza [ ] [ ]

For Against Abstain
2. To consider and vote upon an amendment to the [ ] [ ] [ ]
fundamental investment restriction regarding the fund's
investment policy on borrowing.

[B] Non-Voting Items

--------------------------------------------------------------- ---------------------------------------------------------------

[C] Authorized Signatures -- This section must be completed for your vote to be counted. -- Date and Sign Below

Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
[ ] [BAR CODE] 1 U P X 0 1 7 2 0 2 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

(STOCK#) 00VK4B

[LOGO]

This proxy is solicited on behalf of the Board of Directors

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made,
this proxy will be voted FOR Proposal 1, FOR the election of the nominees as Directors and in the discretion of the proxy holder
as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of
Proposal Nos. 1 and 2.

------------------------------------------------------------------------------------------------------------------------------------
The Gabelli Equity Trust Annual Meeting Proxy Card Series F Preferred
------------------------------------------------------------------------------------------------------------------------------------
o PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. o
------------------------------------------------------------------------------------------------------------------------------------

[A] Proposals -- The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposal 2.

1. To elect three (3) Directors of the Fund:

For Withhold For Withhold For Withhold +
01 - Anthony J. Colavita [ ] [ ] 02 - Frank J. Fahrenkopf, Jr. [ ] [ ] 03 - Salvatore J. Zizza [ ] [ ]

For Against Abstain
2. To consider and vote upon an amendment to the [ ] [ ] [ ]
fundamental investment restriction regarding the Fund's
investment policy on borrowing.

[B] Non-Voting Items

--------------------------------------------------------------- ---------------------------------------------------------------

[C] Authorized Signatures -- This section must be completed for your vote to be counted. -- Date and Sign Below

Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners, either may sign. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

(STOCK#) 00VK4B

[LOGO]

This proxy is solicited on behalf of the Board of Directors

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made,
this proxy will be voted FOR Proposal 1, FOR the election of the nominees as Directors and in the discretion of the proxy holder
as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of
Proposal Nos. 1 and 2.