Gabelli Multimedia Trust Inc. – ‘N-2’ on 4/18/97

As of:  Friday, 4/18/97   ·   Accession #:  950172-97-362   ·   File #s:  333-25487, 811-08476

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Registration Statement of a Closed-End Investment Company   —   Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2         Registration Statement of a Closed-End Investment    100±   424K 
                          Company                                                
 3: EX-27       Exhibit 27 - Financial Data Schedule                   2±     7K 
 2: EX-99       Exhibit D                                              2±     8K 

N-2   —   Registration Statement of a Closed-End Investment Company
Document Table of Contents

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997  
SECURITIES ACT FILE NO. 333-  
INVESTMENT COMPANY ACT FILE NO. 811-8476  

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
--------------------  
FORM N-2  

[x]   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   
--------------------      
[ ]   PRE-EFFECTIVE AMENDMENT NO.                                               
[ ]   POST-EFFECTIVE AMENDMENT NO.                                              

AND/OR      

[x]   REGISTRATION STATEMENT UNDER THE INVESTMENT                               
COMPANY ACT OF 1940                             AMENDMENT NO. 1     
(CHECK APPROPRIATE BOX OR BOXES)  
--------------------  
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.  
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)  
--------------------  
ONE CORPORATE CENTER  
RYE, NEW YORK 10580-1434  
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 422-3554  
BRUCE N. ALPERT 
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.  
ONE CORPORATE CENTER  
RYE, NEW YORK 10580-1434  
(914) 921-5105  
(NAME AND ADDRESS OF AGENT FOR SERVICE) 
--------------------  
COPIES TO:  

RICHARD T. PRINS, ESQ.      JAMES E. MCKEE, ESQ.       GARY S. SCHPERO, ESQ.    
SKADDEN, ARPS, SLATE,       THE GABELLI GLOBAL          SIMPSON THACHER &     
MEAGHER & FLOM LLP        MULTIMEDIA TRUST INC.            BARTLETT         
919 THIRD AVENUE         ONE CORPORATE CENTER       425 LEXINGTON AVENUE  
NEW YORK, NEW YORK 10022   RYE, NEW YORK 10580-1434  NEW YORK, NEW YORK 10017   
(212) 735-3000             (914) 921-5294            (212) 455-2000     

--------------------  
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as        
practicable after the effective date of this Registration Statement.            
If any securities being registered on this form will be offered 
on a delayed or continuous basis in reliance on Rule 415 under the              
Securities Act of 1933, as amended, other than securities offered in            
connection with a dividend reinvestment plan, check the following box. [   ]    

It is proposed that this filing will become effective (check    
appropriate box)                                                                
[ ] when declared effective pursuant to section 8(c)            
If appropriate, check the following box: [ ] this               
[post-effective] amendment designates a new effective date for a                
previously filed [post-effective amendment] [registration statement].           
[ ] This form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act and the               
Securities Act registration statement number of the earlier effective           
registration statement for the same offering is .                               
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [x]                                   

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

                                                        [Enlarge/Download Table]


                         CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933                          

                                                                                            PROPOSED               
                                                                             PROPOSED        MAXIMUM               
                                                                             MAXIMUM        AGGREGATE   AMOUNT OF  
                                                        AMOUNT BEING      OFFERING PRICE    OFFERING   REGISTRATION
TITLE OF SECURITIES BEING REGISTERED                     REGISTERED         PER SHARE       PRICE(1)       FEE     
                                                                                                                   
% Cumulative Preferred Stock........................   120,000 Shares          $25         $3,000,000    $909.10   

(1) Estimated solely for the purpose of calculating the         
registration fee.                                                               
------------------------        
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE         
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT        
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN                
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE         
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE               
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),       
MAY DETERMINE.                                                                  
----------------------------------------------      

                                                        [Enlarge/Download Table]


                                           CROSS-REFERENCE SHEET                                            
                                          PURSUANT TO RULE 481(a)                                           

              N-2 Item Number                                          Location in Part A (Caption)         

PART A                                                                                                      

                                                                                                            
    1.  Outside Front Cover.............................    Outside Front Cover Page                        
    2.  Inside Front and Outside Back Cover Page........    Outside Front Cover Page; Inside Front Cover    
                                                              Page                                          
    3.  Fee Table and Synopsis..........................    Not Applicable                                  
    4.  Financial Highlights............................    Financial Highlights                            
    5.  Plan of Distribution............................    Outside Front Cover Page; Prospectus Summary;   
                                                              Underwriting                                  
    6.  Selling Shareholders............................    Not Applicable                                  
    7.  Use of Proceeds.................................    Use of Proceeds; Investment Objectives and      
                                                              Policies                                      
    8.  General Description of the Registrant...........    Outside Front Cover Page; Prospectus Summary;   
                                                              The Fund; Investment Objectives and Policies; 
                                                              Description of Cumulative Preferred Stock     
    9.  Management......................................    Outside Prospectus Summary; Management of the   
                                                              Fund; Custodian, Transfer Agent and Dividend- 
                                                              Disbursing Agent                              
    10. Capital Stock, Long-Term Debt, and Other            Outside Front Cover Page; Prospectus Summary;   
          Securities....................................      Capitalization; Investment Objectives and     
                                                              Policies; Description of Cumulative Preferred 
                                                              Stock; Description of Capital Stock and Other 
                                                              Securities; Taxation                          
    11. Defaults and Arrears on Senior Securities.......    Not Applicable                                  
    12. Legal Proceedings...............................    Not Applicable                                  
    13. Table of Contents of the Statement of Additional    Table of Contents of the Statement of Additional
          Information...................................      Information                                   

PART B                                                      Location in Statement of Additional Information 

    14. Cover Page......................................    Outside Front Cover Page                        
    15. Table of Contents...............................    Outside Front Cover Page                        
    16. General Information and History.................    Not Applicable                                  
    17. Investment Objectives and Policies..............    Investment Objectives and Policies; Investment  
                                                              Restrictions                                  
    18. Management......................................    Management of the Fund                          
    19. Control Persons and Principal Holders of            Management of the Fund, Beneficial Owner        
          Securities....................................                                                    
    20. Investment Advisory and Other Services..........    The Adviser                                     
    21. Brokerage Allocation and Other Practices........    Portfolio Transactions                          
    22. Tax Status......................................    Taxation                                        
    23. Financial Statements............................    Financial Statements                            


PART C                                                                          

Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C to this Registration               
Statement.                                                                      

SUBJECT TO COMPLETION, DATED      , 1997          

PROSPECTUS                                                                      

120,000 SHARES      
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.      

% CUMULATIVE PREFERRED STOCK,       
INITIAL LIQUIDATION PREFERENCE $25 PER SHARE        

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

The ____% Cumulative Preferred Stock, initial liquidation       
preference $25 per share (the "Cumulative Preferred Stock"), to be issued       
by The Gabelli Global Multimedia Trust Inc. (the "Fund") will be senior         
securities of the Fund. Prior to this offering, there has been no public        
market for the Cumulative Preferred Stock. The Fund is a closed-end             
non-diversified management investment company. The Fund's primary               
investment objective is long-term growth of capital, primarily through          
investment in a portfolio of common stock and other securities of foreign       
and domestic companies involved in the telecommunications, media,               
publishing and entertainment industries. Income is a secondary objective of     
the Fund. Gabelli Funds, Inc. is the Fund's investment adviser.                 

Dividends on the Cumulative Preferred Stock offered hereby, at  
the annual rate of ____% of the liquidation preference of $25 per share,        
are cumulative from the Date of Original Issue thereof and are payable          
annually on December 26th in each year, commencing on December 26, 1997.        

During the Fund's last two fiscal years, distributions paid by  
the Fund on its Common Stock have consisted of ordinary income and              
short-term capital gains (collectively "Ordinary Income") and net               
long-term capital gains, and under current market conditions it is              
expected that dividends paid on the Cumulative Preferred Stock                  
similarly will consist of Ordinary Income and net long-term capital             
gains. No assurance can be given, however, as to what percentage, if any,       
of the dividends paid on the Cumulative Preferred Stock will consist of         
net long-term capital gains.                                                    

It is a condition to its issuance that the Cumulative Preferred 
Stock be rated ['aaa'] by __________ (the "Rating Agency"). In connection       
with the receipt of such rating, the composition of the Fund's portfolio        
must reflect guidelines established by the Rating Agency and the Fund           
will be required to maintain a minimum discounted asset coverage with           
respect to the Cumulative Preferred Stock. See "Description of Cumulative       
Preferred Stock -- Rating Agency Guidelines."                                   

 The Cumulative Preferred Stock is subject to mandatory redemption
in whole or in part by the Fund for cash at a price equal to $25 per            
share plus accumulated but unpaid dividends (whether or not earned or           
declared) (the "Redemption Price") if the Fund fails to maintain either         
of the minimum asset coverages required by the Rating Agency and the            
Investment Company Act of 1940, as amended. Commencing June 1, 2002 and         
thereafter, the Fund at its option may redeem the Cumulative Preferred          
Stock in whole or in part for cash at a price equal to the Redemption           
Price. Prior to June 1, 2002, the Cumulative Preferred Stock will be            
redeemable, at the option of the Fund, for cash at a price equal to the         
Redemption Price, only to the extent necessary for the Fund to continue         
to qualify for tax treatment as a regulated investment company. See             
"Description of Cumulative Preferred Stock -- Redemption."                      

APPLICATION WILL BE MADE TO LIST THE CUMULATIVE PREFERRED STOCK ON THE      
NEW YORK STOCK EXCHANGE (THE "NYSE"). TRADING OF THE CUMULATIVE       
PREFERRED STOCK ON THE NYSE IS EXPECTED TO COMMENCE WITHIN      
30 DAYS OF THE DATE OF THIS PROSPECTUS. SEE "UNDERWRITING."       

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES      
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE       
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION       
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY      
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.       

===========================================================================     
                    UNDERWRITING
                   PRICE TO       DISCOUNTS OR COM-    PROCEEDS TO
                PUBLIC (1)         MISSIONS(2)         FUND(3)

---------------------------------------------------------------------------     
Per Share............         $                                    $            
---------------------------------------------------------------------------     
Total (3)............$                                     $                    
===========================================================================     

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

(1) Plus accumulated dividends, if any, from the Date of Original Issue.        

(2) The Fund and the Adviser have agreed to indemnify the Underwriters          
against certain liabilities, including liabilities under the            
Securities Act of 1933, as amended.                                     

(3) Before deducting offering expenses payable by the Fund, estimated           
at         .                                                            

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

The shares of Cumulative Preferred Stock are being offered by the       
Underwriters named herein, subject to prior sale, when, as and if               
accepted by them and subject to certain conditions. It is expected that         
certificates for the shares of Cumulative Preferred Stock will be               
available for delivery on or about , 1997, at the offices of ------------       
---------------------------------------------.                                  

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

                                             GABELLI & COMPANY, INC.

, 1997                                        

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH         
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD        
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION            
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN            
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE         
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,                  
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR                 
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.                      

This Prospectus sets forth certain information about the Fund an        
investor should know before investing and should be retained for future         
reference.                                                                      

A Statement of Additional Information dated _____________, 1997 (the    
"SAI") has been filed with the Securities and Exchange Commission and is        
incorporated by reference in this Prospectus. The table of contents of          
the SAI appears on page __ of this Prospectus. A copy of the SAI may be         
obtained without charge by writing to the Fund at its address at One            
Corporate Center, Rye, New York 10580-1434 or calling the Fund toll-free        
at (800) 422-3554.                                                              

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN            
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET            
PRICE OF THE CUMULATIVE PREFERRED STOCK OF THE FUND, INCLUDING THE ENTRY        
OF STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR THE IMPOSITION OF       
PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."        

PROSPECTUS SUMMARY      

The following information is qualified in its entirety by reference     
to the more detailed information included elsewhere in this Prospectus          
and the SAI. Capitalized terms not defined in this Summary are defined in       
the Glossary that appears at the end of this Prospectus.                        

The Fund                              The Fund has been engaged in              
                         business as a closed-end non-
                             diversified management investment
                            company since November 15, 1994.

Investment Objectives                 The Fund's primary investment objec-      
                       tive is long-term growth of
                      capital, primarily through
                        investment in a portfolio of
                             common stock and other securities
                             of foreign and domestic companies
                               involved in the telecommunications,
                               media, publishing and entertainment
                             industries. Income is a secondary
                               objective of the Fund. No assurance
                        can be given that the Fund's
                         investment objectives will be
                     achieved. See "Investment
                         Objectives and Policies." The
                            Fund's outstanding common stock,
                          par value $.001 per share (the
                          "Common Stock"), is listed and
                               traded on the NYSE. As of March 31,
                            1997, the net assets of the Fund
                             were approximately $91.5 million.

Special Considerations and Risks      The Fund invests a significant portion    
                             of its assets in companies in the
                      telecommunications, media,
                        publishing and entertainment
                            industries and, as a result, the
                              value of the Fund's shares will be
                       more susceptible to factors
                               affecting those particular types of
                           companies, including government
                     regulation, greater price
                              volatility for the overall market,
                              rapid obsolescence of products and
                             services, intense competition and
                      strong market reactions to
                           technological developments. See
                     "Risk Factors and Special
                              Considerations -- Industry Risks."

                       The Fund invests in smaller
                            companies which may benefit from
                               the development of new products and
                             services. These smaller companies
                             may present greater opportunities
                            for capital appreciation and may
                           also involve greater investment
                        risk than large, established
                          issuers. See "Risk Factors and
                             Special Considerations -- Smaller
       Companies."

                         There is no limitation on the
                           amount of foreign securities in
                      which the Fund may invest.
                           Investing in securities of for-
                      eign companies and foreign
                            governments, which generally are
                              denominated in foreign currencies,
                        may involve certain risk and
                          opportunity considerations not
                               typically associated with investing
                           in domestic companies and could
                         cause the Fund to be affected
                               favorably or unfavorably by changes
                          in currency exchange rates and
                          revaluation of currencies. See
                     "Risk Factors and Special
                             Considerations -- Foreign Securi-
  ties."

The Offering                          The Fund is offering 120,000 shares       
                               of ___% Cumulative Preferred Stock,
                              par value $.001 per share, initial
                          liquidation preference $25 per
                            share (the "Cumulative Preferred
                               Stock"), at a purchase price of $25
      per share.

Dividends                             Dividends on the Cumulative Preferred     
                              Stock, at the annual rate of ____%
                               of the $25 initial liquidation pre-
                                 ference, are cumulative from the Date
                              of Original Issue and are payable,
                           when, as and if declared by the
                               Board of Directors of the Fund, out
                      of funds legally available
                             therefor, annually on December 26
                             in each year, commencing December
                         26, 1997. See "Description of
                         Cumulative Preferred Stock --
       Dividends."

Potential Tax Benefit                                                           
to Certain Investors                The Fund intends to allocate long-term  
                          capital gain distributions, as
                          well as other types of income,
                               proportionately among distributions
                          to holders of shares of Common
                          Stock and shares of Cumulative
                              Preferred Stock in accordance with
                       the current position of the
                         Internal Revenue Service (the
                              "IRS"). During the Fund's last two
                            fiscal years, distributions paid
                             by the Fund have consisted of net
                        long-term capital gains, and
                               Ordinary Income, and it is expected
                     that under current market
                            conditions dividends paid on the
                           Cumulative Preferred Stock will
                             likewise consist of net long-term
                               capital gains, and Ordinary Income.
                             Accordingly, certain investors in
                              the Cumulative Preferred Stock may
                               realize a tax benefit to the extent
                              that dividends paid by the Fund on
                            those shares are composed of net
                            long-term capital gains taxed at
                              long-term capital gains rates. See
                               "--Net Investment Income Equivalent
                               Yield Tables." Subject to statutory
                              limitations, investors may also be
                      entitled to offset the net
                               long-term capital gain portion of a
                      Cumulative Preferred Stock
                        dividend with capital losses
                           incurred by such investors. See
                           "Taxation." No assurance can be
                      given, however, as to what
                      percentage, if any, of the
                            dividends paid on the Cumulative
                               Preferred Stock will consist of net
                           long-term capital gains. To the
                               extent that dividends on the shares
                             of Cumulative Preferred Stock are
                           not paid from long-term capital
                                  gains, they will be paid from Ordinary
                             Income taxed at ordinary rates or
                 from paid-in capital.

Rating                                It is a condition to issuance             
                         that the Cumulative Preferred
                            Stock be issued with a rating of
                        ['aaa'] from __________ (the
                               "Rating Agency" or "________"). The
                               Articles Supplementary creating and
                             fixing the rights and preferences
                             of the Cumulative Preferred Stock
                          (the "Articles Supplementary")
                            contain certain provisions which
                             reflect guidelines established by
                          the Rating Agency (the "Rating
                           Agency Guidelines") in order to
                     obtain such rating on the
                             Cumulative Preferred Stock on the
                       Date of Original Issue. See
                      "Description of Cumulative
                            Preferred Stock -- Rating Agency
        Guidelines."

Asset Coverage                        In order to maintain the ['aaa']          
                              rating on the Cumulative Preferred
                               Stock, the Fund will be required to
                            maintain Adjusted Assets greater
                               than or equal to the Base Amount in
                            accordance with discount factors
                             and guidelines established by the
                           Rating Agency. In addition, the
                             Fund will be required to maintain
                               as of the last Business Day of each
                               March, June, September and December
                              of each year, an asset coverage of
                            at least 200% (or such higher or
                               lower percentage as may be required
                           at the time under the 1940 Act)
                           with respect to all outstanding
                               senior securities of the Fund which
                               are stock, including the Cumulative
                                Preferred Stock. See "Description of
                                Cumulative Preferred Stock -- Rating
               Agency Guidelines."

Voting Rights                         At all times, holders of shares of        
                             Cumulative Preferred Stock or any
                              other Preferred Stock, voting as a
                             single class, will be entitled to
                           elect two members of the Fund's
                              Board of Directors, and holders of
                           Cumulative Preferred Stock, any
                            other Preferred Stock and Common
                            Stock, voting as a single class,
                               will elect the remaining directors.
                               However, upon a failure by the Fund
                              to pay dividends on the Cumulative
                        Preferred Stock or any other
                              Preferred Stock in an amount equal
                         to two full years' dividends,
                           holders of Cumulative Preferred
                               Stock and any other Preferred Stock
                           of the Fund, voting as a single
                               class, will have the right to elect
                            the smallest number of directors
                               that would constitute a majority of
                              the directors until all cumulative
                       dividends have been paid or
                               provided for. Holders of Cumulative
                         Preferred Stock and any other
                     Preferred Stock will vote
                            separately as a class on certain
                            other matters, as required under
                           the Articles Supplementary, the
                             1940 Act and Maryland law. Except
                          as otherwise indicated in this
                       Prospectus and as otherwise
                               required by applicable law, holders
                              of Cumulative Preferred Stock will
                             be entitled to one vote per share
                              on each matter submitted to a vote
                         of shareholders and will vote
                              together with holders of shares of
                      Common Stock and any other
                              Preferred Stock as a single class.
                          See "Description of Cumulative
                              Preferred Stock -- Voting Rights."

Mandatory Redemption                  The Cumulative Preferred Stock is         
                              subject to mandatory redemption in
                               whole or in part by the Fund in the
                        event that the Fund fails to
                             maintain Adjusted Assets equal to
                           or greater than the Base Amount
                             or fails to maintain Asset Cover-
                              age and does not cure such failure
                            by the applicable cure date. Any
                            such redemption will be made for
                            cash at a price equal to $25 per
                             share plus accumulated and unpaid
                            dividends (whether or not earned
                               or declared) to the redemption date
                              (the "Redemption Price"). The Fund
                             may redeem a sufficient number of
                          shares of Cumulative Preferred
                            Stock so that Adjusted Assets of
                               the remaining outstanding shares of
                              Cumulative Preferred Stock and any
                       other Preferred Stock after
                              redemption is as high as [110%] of
                         the Base Amount and the asset
                            coverage, as defined in the 1940
                             Act, of the remaining outstanding
                          shares of Cumulative Preferred
                               Stock and any other Preferred Stock
                     is as high as [220%]. See
                      "Description of Cumulative
                            Preferred Stock -- Redemption --
                  Mandatory Redemption."

Optional Redemption                   Commencing June 1, 2002 and there-        
                             after, the Fund at its option may
                           redeem the Cumulative Preferred
                           Stock, in whole or in part, for
                              cash at a price per share equal to
                               the Redemption Price. Prior to June
                             1, 2002, the Cumulative Preferred
                           Stock will be redeemable at the
                     option of the Fund at the
                               Redemption Price only to the extent
                              necessary for the Fund to continue
                             to qualify for tax treatment as a
                             regulated investment company. See
                      "Description of Cumulative
                            Preferred Stock -- Redemption --
                 Optional Redemption."

Liquidation Preference                The liquidation preference of each        
                               share of Cumulative Preferred Stock
                          is $25 plus an amount equal to
                            accumulated and unpaid dividends
                               (whether or not earned or declared)
                            to the date of distribution. See
                      "Description of Cumulative
                          Preferred Stock -- Liquidation
    Rights."

Use of Proceeds                       The Fund will use the net proceeds        
                               from the offering of the Cumulative
                       Preferred Stock to purchase
                              additional portfolio securities in
                          accordance with its investment
                             objectives and policies. See "Use
         of Proceeds."

Listing                               Prior to the offering, there has been     
                               no public market for the Cumulative
                             Preferred Stock. Application will
                         be made to list the shares of
                             Cumulative Preferred Stock on the
                            NYSE. However, during an initial
                           period which is not expected to
                            exceed 30 days after the date of
                           this Prospectus, the Cumulative
                              Preferred Stock will not be listed
                              on any securities exchange. During
                         such period, the Underwriters
                          intend to make a market in the
                       Cumulative Preferred Stock;
                               however, they have no obligation to
                              do so. Consequently, an investment
                             in the Cumulative Preferred Stock
                               may be illiquid during such period.

Special Considerations Relating       The market price for the Cumulative       
to Cumulative Preferred Stock       Preferred Stock will be influenced by   
                          changes in interest rates, the
                           perceived credit quality of the
                          Cumulative Preferred Stock and
                              other factors. As indicated above,
                             the Cumulative Preferred Stock is
                       subject to redemption under
                            specified circumstances. Subject
                      to such circumstances, the
                         Cumulative Preferred Stock is
                               perpetual. The credit rating on the
                               Cumulative Preferred Stock could be
                         reduced or withdrawn while an
                          investor holds shares, and the
                               credit rating does not eliminate or
                              mitigate the risks of investing in
the 

                         Cumulative Preferred Stock. A
                                 reduction or withdrawal of the credit
                               rating would likely have an adverse
                             effect on the market value of the
                           Cumulative Preferred Stock. The
                                Cumulative Preferred Stock is not an
                                obligation of the Fund, and the Fund
                            is not prohibited from incurring
                          indebtedness within the limits
                                 imposed by the 1940 Act and the terms
                             of the Cumulative Preferred Stock
                       that would be senior to the
                                Cumulative Preferred Stock. Although
                                 highly unlikely, precipitous declines
                             in the value of the Fund's assets
                           could result in the Fund having
                                insufficient assets to redeem all of
                              the Cumulative Preferred Stock for
                      the full Redemption Price.

Federal Income Tax                                                              
Considerations                      The Fund has qualified, and intends     
                            to remain qualified, for Federal
                               income tax purposes, as a regulated
                             investment company. Qualification
                              requires, among other things, com-
                            pliance by the Fund with certain
                      distribution requirements.
                    Statutory limitations on
                             distributions on the Common Stock
                            if the Fund fails to satisfy the
                         1940 Act's asset coverage re-
                           quirements could jeopardize the
                      Fund's ability to meet the
                               distribution requirements. The Fund
                          presently intends, however, to
                             purchase or redeem the Cumulative
                         Preferred Stock to the extent
                          necessary in order to maintain
                      compliance with such asset
                      coverage requirements. See
                          "Taxation" for a more complete
                         discussion of these and other
                              Federal income tax considerations.

Management and Fees                   Gabelli Funds, Inc. serves as the         
                          Fund's investment adviser (the
                             "Adviser") and is compensated for
                        its services and its related
                               expenses at an annual rate of 1.00%
                           of the Fund's average daily net
                           assets. This fee is higher than
                               that paid by most mutual funds. The
                      Adviser is responsible for
                          administration of the Fund and
                           currently utilizes and pays the
                 fees of a third party
                              administrator. Notwithstanding the
                             foregoing, the Adviser will waive
                         the portion of its investment
                           advisory fee attributable to an
                              amount of assets of the Fund equal
                                to the aggregate stated value of the
                              Cumulative Preferred Stock for any
                            calendar year in which the total
                         return of the Fund, including
                              distributions and the advisory fee
                        subject to potential waiver,
                                 allocable to the Common Stock is less
                                than the stated dividend rate of the
                       Cumulative Preferred Stock.

Repurchase of Common Stock,                                                     
and Anti-takeover Provisions        The Fund is authorized, subject to      
                               maintaining required asset coverage
                              on the Cumulative Preferred Stock,
                             to repurchase its Common Stock on
                               the open market when the shares are
                           trading at a discount of 10% or
                             more (or such other percentage as
                      its Board of Directors may
                             determine from time to time) from
                               their net asset value. In addition,
                            certain provisions of the Fund's
                          Articles of Incorporation (the
                         "Charter") and By-Laws may be
                       regarded as "anti-takeover"
                         provisions. Pursuant to these
                         provisions, only one of three
                           classes of directors is elected
                               each year, and the affirmative vote
                        of the holders of 75% of the
                          outstanding shares of the Fund
                               and a majority of the shares of Cu-
                       mulative Preferred Stock is
                           necessary to authorize the con-
                      version of the Fund from a
                         closed-end to an open-end in-
                               vestment company and an affirmative
                              vote of 66-2/3% of the outstanding
                               shares of the Fund may be necessary
                         to authorize certain business
                            transactions with any beneficial
                        owner of more than 5% of the
                               outstanding shares of the Fund. The
                              overall effect of these provisions
                           is to render more difficult the
                               accomplishment of a merger with, or
                           the assumption of control by, a
                        principal shareholder. These
                             provisions may have the effect of
                             depriving Fund shareholders of an
                               opportunity to sell their shares at
                              a premium to the prevailing market
  price.

Custodian, Transfer and Dividend-                                               
Disbursing Agent and Registrar        State Street Bank and Trust Company       
                               serves as the Fund's custodian and,
                          with respect to the Cumulative
                            Preferred Stock, as transfer and
                         dividend disbursing agent and
                             registrar and as agent to provide
                            notice of redemption and certain
                          voting rights. See "Custodian,
                            Transfer and Dividend-Disbursing
                 Agent and Registrar."

ORDINARY INCOME EQUIVALENT YIELD TABLES       

Over the Fund's last two fiscal years, distributions paid by the
Fund on its Common Stock have consisted, on average, of 42% net long-term       
capital gains ("L/T Capital Gains") and 58% Ordinary Income (Ordinary           
Income is comprised of net investment income (i.e., dividends, interest and     
similar items of ordinary income) and net short-term capital gains).(1)         
Cumulative Preferred Stock investors who are in a Federal marginal income       
tax bracket higher than the current 28.0% maximum Federal tax rate on           
long-term capital gains would, under the current position of the IRS,           
realize a tax advantage on their investment to the extent that                  
distributions by the Fund to its shareholders continue to be partially          
composed of the more favorably taxed L/T Capital Gains.                         

  The following table shows examples, for federal tax purposes only,
of the Ordinary Income equivalent yield that would be generated by the          
indicated dividend rates on the Cumulative Preferred Stock, assuming            
distributions consisting of four different proportions of L/T Capital Gains     
and Ordinary Income for an investor in the 39.6% Federal marginal tax           
bracket and assuming no change in the current maximum Federal long-term         
capital gains tax rate of 28.0%.                                                

PERCENTAGE OF CUMULATIVE PREFERRED       A CUMULATIVE PREFERRED STOCK       
STOCK DIVIDEND COMPOSED OF*                 DIVIDEND RATE OF          
-----------------------------               -----------------           
                                   7.50%           7.75%           8.00%
            ORDINARY             IS EQUIVALENT TO A ORDINARY
L/T CAPITAL GAINS      INCOME                     INCOME YIELD OF               
-----------------      ------                    ----------------               
      25%           75%            7.86%           8.12%           8.38%
      35%           65%            8.00%           8.27%           8.54%
      45%           55%            8.15%           8.42%           8.69%
      55%           45%            8.29%           8.57%           8.85%

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

        (1)    Percentage Composition of Common Stock Distribution

                       L/T Capital            Ordinary
        Year              Gains               Income

      1995               7%                  93%
      1996              76%                  24%

* A number of factors could affect the composition of the Fund's
distributions to holders of the Cumulative Preferred Stock. Such factors        
include (i) active management of the Fund's assets may result in varying        
proportions of L/T Capital Gains, Ordinary Income and/or return of capital      
in Fund distributions; (ii) the continued effectiveness of an IRS revenue       
ruling requiring the proportionate allocation of L/T Capital Gains among        
distributions to holders of various classes of capital stock; and (iii) the     
actual allocation of Capital Gains.                                             

As illustrated in the table below, the yield advantage of the   
lower Federal long-term capital gains tax rate would be diminished for          
investors in tax brackets below the 39.6% rate assumed in the table             
above, and there would be no effect on the yield for an investor in a           
Federal marginal income tax bracket of 28.0% or lower. Assuming a               
Cumulative Preferred Stock dividend composed of 40% L/T Capital Gains and       
60% Ordinary Income (representing the approximate average annual                
composition of distributions paid by the Fund for its last two fiscal           
years), the following table shows the Ordinary Income equivalent yields         
that would be generated at the indicated dividend rates for taxpayers in        
the indicated tax brackets.                                                     

                  A CUMULATIVE PREFERRED
                  STOCK DIVIDEND RATE OF
                   7.50%      7.75%      8.00%
                   IS EQUIVALENT TO AN
1996 FEDERAL                                 ORDINARY                           
TAX BRACKET(1)                            INCOME YIELD OF                       
--------------                            ---------------                       
39.6%............................   8.08%      8.35%      8.61%                 
36.0%............................   7.88%      8.14%      8.40%                 
31.0%............................   7.63%      7.88%      8.14%                 
28.0%............................   7.50%      7.75%      8.00%                 

--------------------                                                            
(1)     Annual taxable income levels corresponding to the 1996                  
Federal marginal tax brackets are as follows:                   

----------------------------------------------------                            
39.6%        over $263,750 for both single and                                  
joint returns                                         
----------------------------------------------------                            
36.0%        $121,301-$263,750 for single returns,                              
$147,701-$263,750 for joint returns                   
----------------------------------------------------                            
31.0%        $58,151-$121,300 for single returns,                               
$96,901-$147,700 for joint returns                    
----------------------------------------------------                            
28.0%        $24,001-$58,150 for single returns,                                
$40,101-$96,900 for joint returns                     
----------------------------------------------------                            

An investor's marginal tax rate may exceed the rates                            
shown in the above table due to various factors.                                
Income also may be subject to certain state, local                              
and foreign taxes. For investors who pay alternative                            
minimum tax, equivalent yields may be lower than                                
those shown above. The tax rates shown above do not                             
apply to corporate taxpayers.                                                   

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

The tax characteristics of the Fund are described more fully    
under "Taxation." Consult your tax adviser for further details.                 

 The charts above are for illustrative purposes only and cannot be
taken as an indication of an anticipated dividend rate on the Cumulative        
Preferred Stock or of the composition of future distributions by the            
Fund.                                                                           

FINANCIAL HIGHLIGHTS      

The selected data set forth below is for shares of Common Stock 
outstanding for the periods presented. The financial information was            
derived from and should be read in conjunction with the Financial               
Statements of the Fund incorporated by reference into this Prospectus and       
the SAI. The financial information for the period ended December 31, 1994       
and each of the two years ended December 31, 1996 has been audited by           
Price Waterhouse LLP, independent accountants, whose unqualified report on      
such financial statements is incorporated by reference into this                
prospectus and the SAI.                                                         

                                                        [Enlarge/Download Table]


                                                            YEAR ENDED DECEMBER 31,           

                                                  --------------------------------------------
                                                      1996              1995           1994*  
                                                      ----              ----           ----   
OPERATING PERFORMANCE:                                                                        

                                                                                              
  Net Asset Value, Beginning of Period...........      $7.81           $7.51          $7.50   
  Net investment income..........................       0.01            0.08           0.03   
  Net realized and unrealized gains on securities       0.63            0.98           0.03   
  Total from Investment Operations...............       0.64            1.06           0.06   
  Increase/(decrease) in net asset value from                                                 
    Multimedia Trust share transactions..........       0.02           (0.46)            --   
  Offering expenses charged to capital surplus...         --           (0.05)            --   
LESS DISTRIBUTIONS:                                                                           

  Dividends from net investment income...........      (0.01)          (0.08)         (0.03)  
  Distributions from net realized gain on                                                     
    investments .................................      (0.36)          (0.17)            --   
  Distributions in excess of net investment                                                   
    income and/or net realized gains.............      (0.00)(a)       (0.00)(a)      (0.01)  
  Distributions from paid-in capital.............             --              --      (0.01)  
  TOTAL DISTRIBUTIONS............................      (0.37)          (0.25)         (0.05)  
  Net Asset Value, End of Period.................      $8.10           $7.81          $7.51   
  Market Value, End of Period....................      $6.875          $6.750         $7.375  
  Total Net Asset Value Return **................       9.40%          14.10%          0.80%  
  Total Investment Return***.....................       7.40%           0.40%         (7.90%) 
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:                                               
  Net Assets, end of period (in thousands) ......    $91,462         $89,580        $64,606   
  Ratio of Operating Expenses to Average Net                                                  
    Assets.......................................       1.87%           2.04%          1.74%+ 
  Ratio of Net Investment Income to Average Net                                               
    Assets ......................................       0.13%           1.24%          3.15%+ 
  Portfolio Turnover Rate........................      32.10%          86.00%          0.00%  
  Average Commission Rate Paid(b)................      $0.0367           N/A            N/A   

--------------------                                                            
*       The Fund commenced operations on November 15, 1994.                     
**      Based on net asset value per share, adjusted for reinvestment of        
all distributions and rights offering in 1995.                  
***     Based on market value per share, adjusted for reinvestment of all       
distributions and rights offering in 1995.                      
+       Annualized.                                                             
(a)     Amount represents less than $0.005 per share.                           
(b)     Average commission rate (per share of security) on purchases and        
   sales of portfolio securities as required by amended SEC disclosure
    requirements effective for fiscal years beginning after September 1,
1995.                                                           

USE OF PROCEEDS       

The net proceeds of the offering are estimated at ___________,  
after deduction of the underwriting discounts and estimated offering            
expenses payable by the Fund. The Fund's investment adviser expects to          
invest such proceeds in accordance with the Fund's investment objectives        
and policies within six months after the completion of the offering,            
depending on market conditions for the types of securities in which the         
Fund principally invests. Pending such investment, the proceeds will be         
held in high quality short-term debt securities and instruments.                

CAPITALIZATION      

The following table sets forth the capitalization of the Fund as
of December 31, 1996, and as adjusted to give effect to this offering.          

                                                        [Enlarge/Download Table]


                                                                 ACTUAL    AS ADJUSTED(a)

                                                                                         
Shareholders' equity:                                                                    
     Preferred Stock, $.001 par value:                                                   
          Authorized 2,000,000 shares; issued                                            
            and outstanding 0 shares; as adjusted,                                       
            120,000 shares of    % Cumulative                                            
            Preferred Stock issued and outstanding.......         $0       ____________  

     Common Stock, $.001 par value:                              11,297        11,297    
          Authorized 200,000,000 shares; issued and                                      
            outstanding 11,296,548 shares................                                
          Additional paid-in capital.....................    81,230,031    ____________  
          Distributions in excess of net realized gain                                   
            on investments...............................       (53,535)      (53,535)   
          Undistributed net investment income............         2,653         2,653    
          Net unrealized appreciation of investments.....    10,271,498    10,271,498    
                                                             ----------    ----------    
               Net assets applicable to outstanding Common                               
                 Stock...................................   $91,461,944   $___________   
                                                            -----------   ------------   

-----------                                                                     

(a) After deducting underwriting discounts and estimated costs of               
this offering of __________.                                            

THE FUND      

The Fund, incorporated in Maryland on March 31, 1994, is a      
non-diversified closed-end management investment company registered under       
the 1940 Act. The Fund's Common Stock is traded on the NYSE under the           
symbol "GGT."                                                                   

 The Fund had no operations prior to November 15, 1994, other than
the sale of 10,000 shares of Common Stock for $100,000 to The Gabelli           
Equity Trust Inc. On November 15, 1994, The Gabelli Equity Trust Inc.           
contributed $64,382,764 in exchange for 8,587,702 shares of the Fund and        
immediately thereafter distributed to its shareholders all the shares it        
held of the Fund. The Fund's investment operations commenced on November        
15, 1994.                                                                       

The Fund's primary investment objective is long-term growth of  
capital. The Fund seeks to achieve its objective by investing primarily         
in common stock and other securities of foreign and domestic companies          
involved in the telecommunications, media, publishing and entertaining          
industries. Income is the secondary investment objective of the Fund.           
Under normal market conditions, the Fund will invest at least 65% of its        
total assets in common stock and other securities of companies in the           
telecommunications, media, publishing and entertainment industries.             

INVESTMENT OBJECTIVES AND POLICIES      

INVESTMENT OBJECTIVES                                                           

The Fund's primary investment objective is long-term growth of  
capital by investing primarily in the common stock and other securities         
of foreign and domestic companies involved in the telecommunications,           
media, publishing and entertainment industries. Income is the secondary         
investment objective. The investment objectives of long-term growth of          
capital and income are fundamental policies of the Fund. The Fund's             
policy of concentration in companies in the communications industries is        
also a fundamental policy of the Fund. These fundamental policies and the       
investment limitations described in the SAI under the caption "Investment       
Restrictions" cannot be changed without the approval of the holders of a        
majority of the Fund's outstanding voting securities." As used herein, a        
"majority of the Fund's outstanding voting securities" means the lesser         
of (i) 67% of the shares of the Fund's Common Stock represented at a            
meeting at which more than 50% of the outstanding shares of the Fund's          
Common Stock are represented, whether in person or by proxy, or (ii) more       
than 50% of the outstanding shares of Common Stock. No assurance can be         
given that the Fund's investment objectives will be achieved.                   

 Under normal market conditions, the Fund will invest at least 65%
of its total assets in common stock and other securities of companies in        
the telecommunications, media, publishing and entertainment industries.         
Such multimedia businesses are often involved in emerging technological         
advances in interactive services and products that are accessible to            
individuals in their homes or offices through consumer electronics              
devices such as telephone, televisions, radios and personal computers.          

 The telecommunications companies in which the Fund may invest are
engaged in the development, manufacture or sale of communications               
services or equipment throughout the world, including the following             
products or services: regular telephone service; wireless communications        
services and equipment, including cellular telephone, microwave and             
satellite communications, paging, and other emerging wireless                   
technologies; equipment and services for both data and voice                    
transmission, including computer hardware and software; electronic              
components and communications equipment; video conferencing; electronic         
mail; local and wide area networking, and linkage of data and word              
processing systems; publishing and information systems; video text and          
teletext; emerging technologies combining television, telephone and             
computer systems; broadcasting, including television and radio via VHF,         
UHF, satellite and microwave transmission and cable television.                 

The entertainment, media and publishing companies in which the  
Fund may invest are engaged in providing the following products or              
services: the creation, packaging, distribution, and ownership of               
entertainment programming throughout the world including prerecorded            
music, feature-length motion pictures, made-for-TV movies, television           
series, documentaries, animation, game shows, sports programming and news       
programs; live events such as professional sporting events or concerts,         
theatrical exhibitions, television and radio broadcasting via VHF, UHF,         
satellite and microwave transmission, cable television systems and              
programming broadcast and cable networks, wireless cable television and         
other emerging distribution technologies, home video, interactive and           
multimedia programming including home shopping and multiplayer games;           
publishing, including newspapers, magazines and books, advertising              
agencies and niche advertising mediums such as in-store or direct mail,         
emerging technologies combining television, telephone and computer              
systems, computer hardware and software, and equipment used in the              
creation and distribution of entertainment programming such as that             
required in the provision of broadcast, cable or telecommunications             
services.                                                                       

 Under normal circumstances, the Fund will invest in securities of
issuers located in at least three countries, which may include the United       
States. Investing in securities of foreign issuers, which generally are         
denominated in foreign currencies, may involve certain risk and                 
opportunity considerations not typically associated with investing in           
domestic companies and could cause the Fund to be affected favorably or         
unfavorably by changes in currency exchange rates and revaluations of           
currencies. For a further discussion of the risks associated with               
investing in foreign securities and a description of other risks inherent       
in the Fund's investment objectives and policies, see "Risk Factors and         
Special Considerations."                                                        

The Adviser believes that at the present time investment by the 
Fund in the securities of companies located throughout the world presents       
great potential for accomplishing the Fund's investment objectives. While       
the Adviser expects that a substantial portion of the Fund's portfolio may      
be invested in the securities of domestic companies, a significant portion      
of the Fund's portfolio may also be comprised of the securities of issuers      
headquartered outside the United States.                                        

INVESTMENT METHODOLOGY OF THE FUND                                              

In selecting securities for the Fund, the Investment Adviser    
normally will consider the following factors, among others: (1) the             
Investment Adviser's own evaluations of the private market value, cash          
flow, earnings per share and other fundamental aspects of the underlying        
assets and business of the company; (2) the potential for capital               
appreciation of the securities; (3) the interest or dividend income             
generated by the securities; (4) the prices of the securities relative to       
other comparable securities; (5) whether the securities are entitled to         
the benefits of call protection or other protective covenants; (6) the          
existence of any anti-dilution protections or guarantees of the security;       
and (7) the diversification of the portfolio of the Fund as to issuers.         
The Investment Adviser's investment philosophy with respect to equity           
securities seeks to identify assets that are selling in the public market       
at a discount to their private market value, which the Investment Adviser       
defines as the value informed purchasers are willing to pay to acquire          
assets with similar characteristics. The Investment Adviser also normally       
evaluates the issuers' free cash flow and long-term earnings trends.            
Finally, the Investment Adviser looks for a catalyst, something in the          
company's industry or indigenous to the company or country itself that          
will surface additional value.                                                  

CERTAIN PRACTICES                                                               

Foreign Securities. There is no limitation on the amount of     
foreign securities in which the Fund may invest. Among the foreign              
securities in which the Fund may invest are those issued by companies           
located in developing countries, which are countries in the initial             
stages of their industrialization cycles. Investing in the equity and           
debt markets of developing countries involves exposure to economic              
structures that are generally less diverse and less mature, and to              
political systems that can be expected to have less stability, than those       
of developed countries. The markets of developing countries historically        
have been more volatile than the markets of the more mature economies of        
developed countries, but often have provided higher rates of return to          
investors. The Fund may also invest the debt securities of foreign              
governments.                                                                    

 Temporary Investments. Although under normal market conditions at
least 65% of the Fund's total assets will consist of common stock and           
other securities of foreign and domestic companies involved in the              
telecommunications, media, publishing and entertainment industries, when        
a temporary defensive posture is believed by the Investment Adviser to be       
warranted ("temporary defensive periods"), the Fund may without                 
limitation hold cash or invest its assets in money market instruments and       
repurchase agreements in respect of those instruments. The Fund may also        
invest up to 10% of the market value of its total assets during temporary       
defensive periods in shares of money market mutual funds that invest            
primarily in U.S. Government Securities and repurchase agreements in            
respect of those securities. The yield on these securities will, as a           
general matter, tend to be lower than the yield on other securities to be       
purchased by the Fund. For a further description of such transactions,          
see "Investment Objectives and Policies -- Investment Practices" in the         
SAI.                                                                            

SPECIAL INVESTMENT METHODS      

OPTIONS                                                                         

On behalf of the Fund, the adviser may, subject to guidelines of
the Board of Directors, purchase or sell (i.e., write) options on               
securities, securities indices and foreign currencies which are listed on       
a national securities exchange or in the U.S. over-the-counter ("OTC")          
markets as a means of achieving additional return or of hedging the value       
of the Fund's portfolio. The Fund may write covered call options on             
common stocks that it owns or has an immediate right to acquire through         
conversion or exchange of other securities in an amount not to exceed 25%       
of total assets or invest up to 10% of its total assets in the purchase         
of put options on common stocks that the Fund owns or may acquire through       
the conversion or exchange of other securities that it owns. The Fund may       
not write covered call options in an amount exceeding 25% of the value of       
its total assets.                                                               

A call option is a contract that gives the holder of the option 
the right to buy from the writer (seller) of the call option, in return         
for a premium paid, the security underlying the option at a specified           
exercise price at any time during the term of the option.                       

 The writer of the call option has the obligation upon exercise of
the option to deliver the underlying security upon payment of the               
exercise price during the option period. A put option is a contract that        
gives the holder of the option the right to sell to the writer (seller),        
in return for the premium, the underlying security at a specified price         
during the term of the option. The writer of the put, who receives the          
premium, has the obligation to buy the underlying security upon exercise,       
at the exercise price during the option period.                                 

If the Fund has written an option, it may terminate its         
obligation by effecting a closing purchase transaction. This is                 
accomplished by purchasing an option of the same series as the option           
previously written. There can be no assurance that a closing purchase           
transaction can be effected when the Fund so desires.                           

An exchange traded option may be closed out only on an exchange 
which provides a secondary market for an option of the same series.             
Although the Fund will generally purchase or write only those options for       
which there appears to be an active secondary market, there is no               
assurance that a liquid secondary market on an exchange will exist for          
any particular option.                                                          

 The Fund will not purchase options if, as a result, the aggregate
cost of all outstanding options exceeds 10% of the Fund's total assets.         
See "Special Investment Methods -- Options" in the SAI. In addition,            
investments in options may be limited or prohibited by the applicable           
Rating Agency Guidelines. See "Description of Cumulative Preferred Stock        
-- Rating Agency Guidelines."                                                   

FUTURES CONTRACTS AND OPTIONS THEREON                                           

On behalf of the Fund, the Adviser may, subject to guidelines of
the Board of Directors, purchase and sell financial futures contracts and       
options thereon which are traded on a commodities exchange or board of          
trade for certain hedging, yield enhancement and risk management                
purposes, in accordance with regulations of the Commodity Futures Trading       
Commission ("CFTC"). These futures contracts and related options may be         
on debt securities, financial indices, securities indices, U.S.                 
Government securities and foreign currencies. A financial futures               
contract is an agreement to purchase or sell an agreed amount of                
securities or currencies at a set price for delivery in the future.             

 Under the CFTC regulations, the Adviser on behalf of the Fund (i)
may purchase and sell futures contracts and options thereon for bona fide       
hedging purposes, as defined under CFTC regulations, without regard to          
the percentage of the Fund's assets committed to margin and option              
premiums, and (ii) may enter into nonhedging transactions, provided that,       
immediately thereafter, the sum of the amount of the initial margin             
deposits on the Fund's existing futures positions and option premiums           
does not exceed 5% of the market value of the Fund's total assets. In           
addition, investments in futures contracts and related options may be           
limited or prohibited by the applicable Rating Agency Guidelines. See           
"Description of Cumulative Preferred Stock -- Rating Agency Guidelines."        

FORWARD CURRENCY EXCHANGE CONTRACTS                                             

Subject to guidelines of the Board of Directors, the Fund may   
enter into forward foreign currency exchange contracts to protect the           
value of its portfolio against future changes in the level of currency          
exchange rates. The Fund may enter into such contracts on a spot, i.e.,         
cash, basis at the rate then prevailing in the currency exchange market         
or on a forward basis, by entering into a forward contract to purchase or       
sell currency. A forward contract on foreign currency is an obligation to       
purchase or sell a specific currency at a future date, which may be any         
fixed number of days agreed upon by the parties from the date of the            
contract at a price set on the date of the contract. The Fund's dealings        
in forward contracts will be limited to hedging involving either specific       
transactions or portfolio positions.                                            

SPECIAL RISKS OF DERIVATIVE TRANSACTIONS                                        

Participation in the options or futures markets and in currency 
exchange transactions involves investment risks and transaction costs to        
which the Fund would not be subject absent the use of these strategies.         
If the Adviser's prediction of movements in the direction of the                
securities, foreign currency and interest rate markets are inaccurate,          
the consequences to the Fund may leave the Fund in a worse position than        
if such strategies were not used. Risks inherent in the use of options,         
foreign currency, futures contracts and options on futures contracts,           
securities indices and foreign currencies include (1) dependence on the         
Adviser's ability to predict correctly movements in the direction of            
interest rates, securities prices and currency markets; (2) imperfect           
correlation between the price of options and futures contracts and              
options thereon and movements in the prices of the securities or                
currencies being hedged; (3) the fact that skills needed to use these           
strategies are different from those needed to select portfolio                  
securities; (4) the possible absence of a liquid secondary market for any       
particular instrument at any time; (5) the possible need to defer closing       
out certain hedged positions to avoid adverse tax consequences; and (6)         
the possible inability of the Fund to purchase or sell a security at a          
time that otherwise would be favorable for it to do so, or the possible         
need for the Fund to sell a security at a disadvantageous time due to a         
need for the Fund to maintain "cover" or to segregate securities in             
connection with the hedging techniques.                                         

SHORT SALES AGAINST THE BOX                                                     

The Fund may from time to time make short sales of securities it
owns or has the right to acquire through conversion or exchange of other        
securities it owns. A short sale is "against the box" to the extent that        
the Fund contemporaneously owns or has the right to obtain at no added          
cost securities identical to those sold short. In a short sale, the Fund        
does not immediately deliver the securities sold or receive the proceeds        
from the sale. The Fund may not make short sales or maintain a short            
position if it would cause more than 25% of the Fund's total assets,            
taken at market value, to be held as collateral for such sales.                 

To secure its obligations to deliver the securities sold short, 
the Fund will deposit in escrow in a separate account with its custodian        
an equal amount to the securities sold short or securities convertible          
into, or exchangeable for such securities. The Fund may close out a short       
position by purchasing and delivering an equal amount of the securities         
sold short, rather than by delivering securities already held by the            
Fund, because the Fund may want to continue to receive interest and             
dividend payments on securities in its portfolio that are convertible           
into the securities sold short.                                                 

The Fund may make a short sale in order to hedge against market 
risks when it believes that the price of a security may decline, causing        
a decline in the value of a security owned by the Fund or a security            
convertible into, or exchangeable for, such security, or when the Fund          
does not want to sell the security it owns, because, among other reasons,       
it wishes to defer recognition of gain or loss for U.S. Federal income          
tax purposes. Additionally, the Fund may use short sales in conjunction         
with the purchase of a Convertible Security when it is determined that a        
Convertible Security can be bought at a small conversion premium and has        
a yield advantage relative to the underlying common stock sold short.           

REPURCHASE AGREEMENTS                                                           

The Fund may enter into repurchase agreements with primary      
government securities dealers recognized by the Federal Reserve Bank of         
New York and member banks of the Federal Reserve System which furnish           
collateral at least equal in value or market price to the amount of their       
repurchase obligation. In a repurchase agreement, the Fund purchases a          
debt security from a seller which undertakes to repurchase the security         
at a specified resale price on an agreed future date. Repurchase                
agreements are generally for one business day but may have longer               
durations. The SEC has taken the position that, in economic reality, a          
repurchase agreement is a loan by the Fund to the other party to the            
transaction secured by securities transferred to the Fund. The resale           
price generally exceeds the purchase price by an amount which reflects an       
agreed upon market interest rate for the term of the repurchase                 
agreement. The principal risk is that, if the seller defaults, the Fund         
might suffer a loss to the extent that the proceeds from the sale of the        
underlying securities and other collateral held by the Fund are less than       
the repurchase price. In the event of a default or bankruptcy by a              
seller, the Fund will promptly seek to liquidate the collateral. The            
Board of Directors will monitor the creditworthiness of the contra party        
to the repurchase agreements.                                                   

If the financial institution which is a party to the repurchase 
agreement petitions for bankruptcy or becomes subject to the United             
States Bankruptcy Code, the law regarding the rights of the Fund is             
unsettled. As a result, under these circumstances, there may be a               
restriction on the Fund's ability to sell the collateral and the Fund           
would suffer a loss.                                                            

LOANS OF PORTFOLIO SECURITIES                                                   

 To increase income, the Fund may lend its portfolio securities to
securities broker-dealers or financial institutions if (1) the loan is          
collateralized in accordance with applicable regulatory requirements and        
(2) no loan will cause the value of all loaned securities to exceed 33%         
of the value of the Fund's total assets.                                        

If the borrower fails to maintain the requisite amount of       
collateral, the loan automatically terminates and the Fund could use the        
collateral to replace the securities while holding the borrower liable          
for any excess of replacement cost over the value of the collateral. As         
with any extension of credit, there are risks of delay in recovery and in       
some cases even loss of rights in collateral should the borrower of the         
securities fail financially. While these loans of portfolio securities          
will be made in accordance with guidelines approved by the Board of             
Directors, there can be no assurance that borrowers will not fail               
financially. On termination of the loan, the borrower is required to            
return the securities to the Fund, and any gain or loss in the market           
price during the loan would inure to the Fund. If the contra party to the       
loan petitions for bankruptcy or becomes subject to the United States           
Bankruptcy Code, the law regarding the rights of the Fund is unsettled.         
As a result, under these circumstances, there may be a restriction on the       
Fund's ability to sell the collateral and the Fund would suffer a loss.         
See "Special Investment Methods -- Loans of Portfolio Securities" in the        
SAI.                                                                            

BORROWING                                                                       

 As provided in the 1940 Act, the Fund may issue debt or preferred
stock so long as the Fund's net assets exceed 300% of the amount of the         
debt outstanding and exceed 200% of the amount of preferred stock               
outstanding. Such debt or preferred stock may be convertible in                 
accordance with SEC staff guidelines which may permit the Fund to obtain        
leverage at attractive rates. Leverage entails two primary risks. The           
first risk is that the use of leverage magnifies the impact on the common       
shareholders of changes in net asset value. For example, a fund that uses       
33% leverage will show a 1.5% increase or decline in net asset value for        
each 1% increase or decline in the value of its total assets. The second        
risk is that the cost of leverage will exceed the return on the                 
securities acquired with the proceeds of leverage, thereby diminishing          
rather than enhancing the return to common shareholders. These two risks        
would generally make the Fund's total return to common shareholders more        
volatile.                                                                       

 A decline in net asset value could affect the ability of the Fund
to make common stock dividend payments and such a failure to pay dividends      
or make distributions could result in the Fund ceasing to qualify as a          
regulated investment company under the Internal Revenue Code of 1986, as        
amended ("the Code"). See "Taxation". Finally, if the asset coverage for        
preferred stock or debt securities declines to less than 200% or 300%,          
respectively (as a result of market fluctuations or otherwise), in order to     
maintain its tax status the Fund may be required to sell a portion of its       
investments when it may be disadvantageous to do so.                            

Further information on the investment objective and policies of 
the Fund are set forth in the SAI.                                              

PORTFOLIO TURNOVER                                                              

The Fund buys and sells securities to accomplish its investment 
objective. The investment policies of the Fund may lead to frequent             
changes in investments, particularly in periods of rapidly fluctuating          
interest or currency exchange rates. The portfolio turnover may be higher       
than that of other investment companies. While it is impossible to              
predict with certainty the portfolio turnover, the Adviser expects that         
the annual turnover rate of the Fund will not exceed 200%. During the           
years ended December 31, 1996 and 1995, the portfolio turnover of the           
Fund was 32.1% and 86.0%, respectively.                                         

Portfolio turnover generally involves some expense to the Fund, 
including brokerage commissions or dealer mark-ups and other transaction        
costs on the sale of securities and reinvestment in other securities. A         
high portfolio turnover rate may make it more difficult to qualify as a         
regulated investment company, since, in order for the Fund to so qualify        
each taxable year, less than 30% of its gross income must be derived from       
the sale or other disposition of stocks or securities held for less than        
three months. See "Dividends, Distributions and Taxes" in the SAI for a         
more complete discussion of this requirement. The portfolio turnover rate       
is computed by dividing the lesser of the amount of the long-term               
securities purchased or securities sold by the average monthly value of         
securities owned during the year (excluding securities whose maturities         
at acquisition were one year or less).                                          

OTHER INVESTMENTS                                                               

The Fund is permitted to invest, in special situations, in      
securities of companies involved in corporate reorganizations, warrants and     
rights and other investment companies and to engage in forward currency         
transactions and enter into forward commitments for the purchase or sale of     
securities, including on a "when issued" or "delayed delivery" basis, and       
the Fund may make short sales of securities. See the SAI for a discussion       
of these investments and techniques and the risks associated with them.         

INVESTMENT RESTRICTIONS                                                         

The Fund has adopted various investment restrictions as         
fundamental policies requiring certification, limiting industry                 
concentration, prohibiting investing for control purposes and limiting          
certain other policies as described in greater detail in the SAI.               

RISK FACTORS AND SPECIAL CONSIDERATIONS       

Investors should consider the following special considerations  
associated with investing in the Fund.                                          

PREFERRED STOCK                                                                 

There are a number of risks associated with an investment in    
Cumulative Preferred Stock. The market price for the Cumulative Preferred       
Stock will be influenced by changes in interest rates, the perceived            
credit quality of the Cumulative Preferred Stock and other factors. The         
Cumulative Preferred Stock is subject to redemption under specified             
circumstances. Subject to such circumstances, the Cumulative Preferred          
Stock is perpetual. The credit rating on the Cumulative Preferred Stock         
could be reduced or withdrawn while an investor holds shares, and the           
credit rating does not eliminate or mitigate the risks of investing in          
the Cumulative Preferred Stock. A reduction or withdrawal of the credit         
rating would likely have an adverse effect on the market value of the           
Cumulative Preferred Stock. The Cumulative Preferred Stock is not an            
obligation of the Fund. Although highly unlikely, precipitous declines in       
the value of the Fund's assets could result in the Fund having                  
insufficient assets to redeem all of the Cumulative Preferred Stock for         
the full Redemption Price.                                                      

INDUSTRY RISKS                                                                  

The Fund invests a significant portion of its assets in         
particular types of companies, and, as a result, the value of the Fund's        
shares is more susceptible to factors affecting those particular types of       
companies, including governmental regulation, a greater price volatility        
than the overall market, rapid obsolescence of products and services,           
intense competition and strong market reactions to technological                
developments.                                                                   

Various types of ownership restrictions are imposed by the      
Federal Communications Commission ("FCC") on investments both in mass           
media companies, such as broadcasters and cable operators, as well as in        
common carrier companies, such as the providers of local telephone              
service and cellular radio.                                                     

For example, the FCC's broadcast multiple ownership rules, which
apply to the radio and television industries, provide that investment           
advisers are deemed to have an "attributable" interest whenever the             
adviser has the right to determine how much more than five percent of the       
issued and outstanding voting stock of a broadcast company may be voted.        
These same broadcast rules prohibit the holding of an attributable              
interest in more than twenty AM and twenty FM radio broadcast stations          
nationally or more than twelve television stations nationally. Similar          
types of restrictions apply in the mass media and common carrier                
industries.                                                                     

The attributable interest that results from the role of the     
Investment Adviser and its principals in connection with other funds,           
managed accounts and companies may limit the investments of the Fund.           

SMALLER COMPANIES                                                               

While the Fund intends to focus on the securities of established
suppliers of accepted products and services, the Fund may invest in             
smaller companies which may benefit from the development of new products        
and services. These smaller companies may present greater opportunities         
for capital appreciation, and may also involve greater investment risk          
than large, established issuers. For example, smaller companies may have        
more limited product lines, market or financial resources, and their            
securities may trade less frequently in lower volume than the securities        
of larger, more established companies. As a result, the prices of the           
securities of such smaller companies may fluctuate to a greater degree          
than the prices of securities of other issuers.                                 

LONG-TERM OBJECTIVE                                                             

The Fund is intended for investors seeking long-term capital    
growth. The Fund is not meant to provide a vehicle for those who wish to        
play short-term swings in the stock market. An investment in shares of          
the Fund should not be considered a complete investment program. Each           
shareholder should take into account the investment objectives as well as       
the shareholders' other investments when considering an investment in the       
Fund.                                                                           

NON-DIVERSIFIED STATUS                                                          

The Fund is classified as a "non-diversified" investment company
under the 1940 Act, which means the Fund is not limited by the 1940 Act in      
the proportion of its assets that may be invested in the securities of a        
single issuer. Because the Fund, as a non-diversified investment company,       
may invest in the securities of individual issuers to a greater degree than     
a diversified investment company, an investment in the Fund may, under          
certain circumstance, present greater risk to an investor than an               
investment in a diversified investment company.                                 

LOWER RATED SECURITIES                                                          

 The Fund may invest up to 10% of its total assets in fixed-income
securities rated in the lower rating categories of recognized statistical       
rating agencies, such as securities rated "CCC" or lower by Standard &          
Poor's Ratings Group, Inc. ("S&P") or "Caa" or lower by Moody's Investors       
Service, Inc., or non-rated securities of comparable quality. These debt        
securities are predominantly speculative and involve major risk exposure        
to adverse conditions and are often referred to in the financial press as       
"junk bonds." "Junk bonds" are considered by the rating agencies to be          
predominantly speculative and may involve major risk exposures such as:         
(i) vulnerability to economic downturns and changes in interest rates;          
(ii) sensitivity to adverse economic changes and corporate developments;        
(iii) redemption or call provisions which may be exercised at inopportune       
times; (iv) difficulty in accurately valuing or disposing of such               
securities; (v) subordination to other debt of the issuer; and (vi) junk        
bonds are generally unsecured.                                                  

 The Fund may invest in securities of issuers in default. The Fund
will invest in securities of issuers in default only when the Investment        
Adviser believes that such issuers will honor their obligations or emerge       
from bankruptcy protection and the value of these securities will               
appreciate. By investing in securities of issuers in default, the Fund          
bears the risk that these issuers will not continue to honor their              
obligations or emerge from bankruptcy protection or that the value of           
these securities will not appreciate.                                           

 For a further description of lower rated securities and the risks
associated therewith, see "Investment Objectives and Policies --                
Investment Practices" in the SAI.                                               

FOREIGN SECURITIES                                                              

There is no limitation on the amount of foreign securities in   
which the Fund may invest. Investments in the securities of foreign             
issuers involve certain considerations and risks not ordinarily                 
associated with investments in securities of domestic issuers. Foreign          
companies are not generally subject to uniform accounting, auditing and         
financial standards and requirements comparable to those applicable to          
U.S. companies. Foreign securities exchanges, brokers and listed                
companies may be subject to less government supervision and regulation          
than exists in the United States. Dividend and interest income may be           
subject to withholding and other foreign taxes which may adversely affect       
the net return on such investments. There may be difficulty in obtaining        
or enforcing a court judgment abroad. In addition, it may be difficult to       
effect repatriation of capital invested in certain countries. In                
addition, with respect to certain countries, there are risks of                 
expropriation, confiscatory taxation, political or social instability or        
diplomatic developments which could affects assets of the Fund held in          
foreign countries.                                                              

There may be less publicly available information about a foreign
company than a U.S. company. Foreign securities markets may have                
substantially less volume than U.S. securities markets and some foreign         
company securities are less liquid than securities of otherwise                 
comparable U.S. companies. A portfolio of foreign securities may also be        
adversely affected by fluctuations in the rates of exchange between the         
currencies of different nations and by exchange control regulations.            
Foreign markets also have different clearance and settlement procedures         
which could cause the Fund to encounter difficulties in purchasing and          
selling securities on such markets and may result in the Fund missing           
attractive investment opportunities or experiencing loss. In addition, a        
portfolio which includes foreign securities can expect to have a higher         
expense ratio because of the increased transaction costs on non-U.S.            
securities markets and the increased costs of maintaining the custody of        
foreign securities.                                                             

The Fund may purchase sponsored American Depository Receipts    
("ADRs") or U.S. denominated securities of foreign issuers which shall          
not be included in this foreign securities limitation. ADRs are receipts        
issued by United States banks or trust companies in respect of securities       
of foreign issuers held on deposit for use in the United States                 
securities markets. While ADRs may not necessarily be denominated in the        
same currency as the securities into which they may be converted, many of       
the risks associated with foreign securities may also apply to ADRs.            
Investing in securities of foreign companies and foreign governments,           
which generally are denominated in foreign currencies, may involve              
certain risk and opportunity considerations not typically associated with       
investing in domestic companies and could cause the Fund to be affected         
favorably or unfavorably by changes in currency exchange rates,                 
revaluations of currencies and the restrictions on, and costs associated        
with, the exchange of currencies. In addition, less information may be          
available about foreign companies and foreign governments than about            
domestic companies and foreign companies and foreign governments                
generally are not subject to uniform accounting, auditing and financial         
reporting standards or to other regulatory practices and requirements           
comparable to those applicable to domestic companies. Foreign securities        
and their markets may not be as liquid as U.S. securities and their             
markets. Securities of some foreign companies may involve greater market        
risk than securities of U.S. companies. Investment in foreign securities        
may result in higher expenses than investing in domestic securities             
because of the payment of fixed brokerage commissions on foreign                
exchanges, which generally are higher than commissions on U.S. exchanges,       
and the imposition of transfer taxes or transaction charges associated          
with foreign exchanges. Investment in foreign securities may also be            
subject to local economic or political risks, including instability of          
some foreign governments, the possibility of currency blockage or the           
imposition of withholding taxes on dividend or interest payments, and the       
potential for expropriation, nationalization or confiscatory taxation and       
limitations on the use or removal of funds or other assets. There may           
also be greater difficulty in respect of the Fund's ability to protect          
and enforce its rights in certain foreign countries. For a further              
description of the Fund's investments in foreign securities, see                
"Investment Objectives and Policies -- Certain Practices -- Foreign             
Securities."                                                                    

FUTURES TRANSACTIONS                                                            

The Fund may enter into certain futures contracts or options on 
futures contracts. Futures and options on futures entail certain risks,         
including but not limited to the following: no assurance that futures           
contracts or options on futures can be offset at favorable prices,              
possible reduction of the yield of the Fund due to the use of hedging,          
possible reduction in value of both the securities hedged and the hedging       
instrument, possible lack of liquidity due to daily limits on price             
fluctuations, imperfect correlation between the contracts and the               
securities being hedged, losses from investing in futures transactions          
that are potentially unlimited and the segregation requirements for such        
transactions. For a further description, see "Investment Objectives and         
Policies -- Investment Practices" in the SAI.                                   

FORWARD CURRENCY TRANSACTIONS                                                   

The Fund may for hedging purposes enter into forward currency   
contracts. The use of forward currency contracts may involve certain            
risks, including the failure of the counter party to perform its                
obligations under the contract, and that such use may not serve as a            
complete hedge because of an imperfect correlation between movements in         
the prices of the contracts and the prices of the currencies hedged or          
used for cover. The Fund will only enter into forward currency contracts        
with parties which it believes to be creditworthy institutions. For a           
further description of such investments, see "Investment Objectives and         
Policies -- Investment Practices" in the SAI.                                   

DEPENDENCE ON KEY PERSONNEL                                                     

The Investment Adviser is dependent upon the expertise of Mr.   
Mario J. Gabelli in providing advisory services with respect to the             
Fund's investments. There is no contract of employment between the              
Investment Adviser and Mr. Gabelli. If the Investment Adviser were to           
lose the services of Mr. Gabelli, its ability to service the Fund could         
be adversely affected. There can be no assurance that a suitable                
replacement could be found for Mr. Gabelli in the event of his death,           
resignation, retirement or inability to act on behalf of the Investment         
Adviser.                                                                        

MANAGEMENT OF THE FUND      

The Fund's Board of Directors (who, with its officers, are      
described in the SAI) has overall responsibility for the management of the      
Fund. The Board of Directors decides upon matters of general policy and         
reviews the actions of the Adviser and the Administrator (as defined            
below). Pursuant to an Investment Advisory Contract with the Fund, the          
Adviser, under the supervision of the Fund's Board of Directors, provides a     
continuous investment program for the Fund's portfolio; provides investment     
research and makes and executes recommendations for the purchase and sale       
of securities; provides all facilities and personnel, including officers        
required for its administrative management and pays the compensation of all     
officers and directors of the Fund who are its affiliates. As compensation      
for its services and the related expenses borne by the Adviser, the Fund        
pays the Adviser a fee, computed daily and payable monthly, equal, on an        
annual basis, to 1.00% of the Fund's average daily net assets, which is         
higher than that paid by most mutual funds. For the fiscal years ended          
December 31, 1994, 1995 and 1996 the Fund paid a management fee of $83,054,     
$742,302 and $947,427, respectively. Notwithstanding the foregoing, the         
Adviser will waive the portion of its investment advisory fee attributable      
to an amount of assets of the Fund equal to the aggregate initial               
liquidation preference of the Cumulative Preferred Stock for any calendar       
year in which the total return of the Fund, including distributions and the     
advisory fee subject to potential waiver, allocable to common stock is less     
than the stated dividend rate of the Cumulative Preferred Stock.                

The Adviser was formed in 1980 and acts as investment adviser to
other closed-end and open-end investment companies with total net assets        
in excess of $4.2 billion as of January 1, 1997. GAMCO Investors, Inc.          
("GAMCO"), a subsidiary of the Adviser, acts as investment adviser for          
individuals, pension trusts, profit sharing trusts and endowments. As of        
January 1, 1997, GAMCO had aggregate assets in excess of $5.2 billion           
under its management. Mr. Mario J. Gabelli may be deemed a "controlling         
person" of the Adviser on the basis of his ownership of stock of the            
Adviser.                                                                        

In addition to the fees of the Adviser, the Fund is responsible 
for the payment of all its other expenses incurred in the operation of          
the Fund, which include, among other things, expenses for legal and             
independent accountant's services, stock exchange listing fees, expenses        
relating to the Offering of Cumulative Preferred Stock (including rating        
agency fees), costs of printing proxies, stock certificates and                 
shareholder reports, charges of State Street Bank and Trust Company             
("State Street", the "Custodian," "Transfer Agent or "Dividend Disbursing       
Agent"), SEC fees, fees and expenses of unaffiliated directors,                 
accounting and printing costs, the Fund's pro rata portion of membership        
fees in trade organizations, fidelity bond coverage for the Fund's              
officers and employees, interest brokerage costs, taxes, expenses of            
qualifying the Fund for sale in various states, expenses of personnel           
performing shareholder servicing functions, litigation and other                
extraordinary or non-recurring expenses and other expenses properly             
payable by the Fund.                                                            

The Investment Advisory Contract contains provisions relating to
the selection of securities brokers to effect the portfolio transactions        
of the Fund. Under those provisions, the Adviser may (1) direct Fund            
portfolio brokerage to Gabelli & Company, Inc. or other broker-dealer           
affiliates of the Adviser; and (2) pay commissions to brokers other than        
Gabelli & Company, Inc. which are higher than might be charged by another       
qualified broker to obtain brokerage and/or research services considered        
by the Adviser to be useful or desirable for its investment management of       
the Fund and/or its other advisory accounts or those of any investment          
adviser affiliated with it. The SAI contains further information about          
the Investment Advisory Contract including a more complete description of       
the advisory and expense arrangements, exculpatory and brokerage                
provisions, as well as information on the brokerage practices of the            
Fund.                                                                           

PORTFOLIO MANAGER                                                               

Mario J. Gabelli serves as Portfolio Manager and is primarily   
responsible for the day-to-day management of the Fund. Mr. Gabelli has          
served as the Fund's Portfolio Manager since its inception and has served       
as Chairman, President and Chief Investment Officer of the Adviser since        
1980.                                                                           

NON-RESIDENT DIRECTORS                                                          

Karl Otto Pohl, a director of the Fund, resides outside the     
United States and all or a significant portion of his assets are located        
outside the United States. He has no authorized agent in the United             
States to receive service of process. As a result, it may not be possible       
for investors to effect service of process within the United States or to       
enforce against him in United States courts judgments predicated upon           
civil liability provisions of United States securities laws. It may             
also not be possible to enforce against him in foreign courts judgments         
of United States courts or liabilities in original actions predicated           
upon civil liability provisions of the United States securities laws.           

ADMINISTRATOR                                                                   

The Adviser has entered into an Administration Contract with    
First Data Investor Services ("First Data" or the "Administrator")              
pursuant to which the Administrator provides certain administrative             
services necessary for the Fund's operations which do not include the           
investment advisory and portfolio management services provided by the           
Adviser. For these services and the related expenses borne by First Data,       
the Adviser pays a monthly fee at the annual rate of .10% of the first          
$350 million of the aggregate average net assets of the Fund and other          
Funds advised by the Adviser and administered by First Data and .075% of        
the aggregate average net assets exceeding $350 million and .06% of the         
aggregate average net assets in excess of $600 million (with a minimum          
annual fee of $40,000 per portfolio), which, together with the services         
to be rendered, is subject to negotiation between the parties, and both         
parties retain the right unilaterally to terminate the arrangement on not       
less than 60 days' notice. First Data has its principal office at 53            
State Street, Boston MA 02109-2873.                                             

DIVIDEND AND DISTRIBUTION POLICY      

 The Fund intends to distribute its net capital gain each year but
may retain for reinvestment and pay Federal income taxes on its net             
capital gain, if any. In the event the Fund's shares of Common Stock are        
trading at a discount to their net asset value, the Board of Directors          
may consider quarterly distributions and/or adopting a policy of                
distributing at least 10% per common share of its average net asset value       
per year. Any such policy would be subject to limitations on distribution       
and on repurchase of common stock of the Fund while any preferred stock         
is outstanding. If, for any calendar year, the total distributions by the       
Fund on its Common Stock and Preferred Stock exceed Ordinary Income and         
net long-term capital gains, the excess will generally be treated as a          
tax-free return of capital up to the amount of the shareholder's tax            
basis in his shares. The amount treated as a tax-free return of capital         
will reduce a shareholder's tax basis in his shares, thereby increasing         
his potential gain or reducing his potential loss on the sale of his            
shares. Any amounts distributed to a shareholder in excess of the basis         
in the shares will be taxable to the shareholder as capital gain.               

   In the event the Fund distributes in a given year amounts in excess
of its total return for that year, Ordinary Income and net long-term capital    
gains, such distributions will decrease the Fund's total assets and,            
therefore, have the likely effect of increasing the Fund's expense ratio.       
In addition, in order to make such distributions, the Fund may have to sell     
a portion of its investment portfolio at a time when independent investment     
judgment might not dictate such action. Such sales, if they involve assets      
held for less than three months, could also adversely affect the Fund's         
status as a regulated investment company since, in order for the Fund to so     
qualify, each taxable year, less than 30% of the Fund's gross income must       
be derived from gains realized on the sale or other disposition of stocks       
or securities held for less than three months.                                  

At a special meeting of the Board of Directors on July 3, 1996, 
the Board authorized the repurchase of up to 500,000 shares of the Fund's       
outstanding common shares. At the February 26, 1997 meeting of the Board        
of Directors, the Board voted to increase the authorized shares which may       
be repurchased to 750,000 shares. The Fund would typically repurchase its       
shares in the open market when the shares are trading at a discount of          
10% or more from the net asset value of the shares. Through March 31,           
1997, 400,000 shares were repurchased in the open market.                       

DESCRIPTION OF CUMULATIVE PREFERRED STOCK     

The following is a brief description of the terms of the        
Cumulative Preferred Stock. This description does not purport to be             
complete and is qualified by reference to the Articles Supplementary, the       
form of which is filed as an exhibit to the Fund's Registration                 
Statement. Certain of the capitalized terms used herein are defined in          
the Glossary that appears at the end of this Prospectus.                        

GENERAL                                                                         

Under the Articles Supplementary, the Fund will be authorized to
issue up to 2,000,000 shares of Cumulative Preferred Stock. No fractional       
shares of Cumulative Preferred Stock will be issued. As of the date of          
this Prospectus, there were no shares of Cumulative Preferred Stock or          
any other Preferred Stock of the Fund outstanding. The Board of Directors       
reserves the right to issue additional shares of Preferred Stock,               
including Cumulative Preferred Stock, from time to time, subject to the         
restrictions in the Articles Supplementary. The shares of Cumulative            
Preferred Stock will, upon issuance, be fully paid and nonassessable and        
will have no preemptive, exchange or conversion rights. Any shares of           
Cumulative Preferred Stock repurchased or redeemed by the Fund will be          
classified as authorized but unissued Preferred Stock. The Board of             
Directors may by resolution classify or reclassify any authorized but           
unissued Preferred Stock from time to time by setting or changing the           
preferences, rights, voting powers, restrictions, limitations or terms of       
redemption. The Fund will not issue any class of stock senior to the            
shares of Cumulative Preferred Stock.                                           

RATING AGENCY GUIDELINES                                                        

[The Rating Agency has established guidelines in connection with
the Fund's receipt of a rating for the Cumulative Preferred Stock on the        
date of original issue of ['aaa'] by the Rating Agency. The Rating              
Agency, a nationally-recognized securities rating organization, issues          
ratings for various securities reflecting the perceived creditworthiness        
of such securities. The guidelines utilized for the Cumulative Preferred        
Stock have been developed by the Rating Agency in connection with               
issuances of asset-backed and similar securities, including debt                
obligations and various types of preferred stocks, generally on a               
case-by-case basis through discussions with the issuers of these                
securities. The guidelines are designed to ensure that assets underlying        
outstanding debt or preferred stock will be sufficiently varied and will        
be of sufficient quality and amount to justify investment-grade ratings.        
The guidelines do not have the force of law but are being adopted by the        
Fund in order to satisfy current requirements necessary for the Rating          
Agency to issue the above-described rating for the Cumulative Preferred         
Stock, which rating is generally relied upon by investors in purchasing         
such securities. The guidelines provide a set of tests for portfolio            
composition and discounted asset coverage that supplement (and in some          
cases are more restrictive than) the applicable requirements of Section         
18 of the 1940 Act. The Rating Agency guidelines are included in the            
Articles Supplementary and are referred to in this Prospectus as the            
"Rating Agency Guidelines."                                                     

The Rating Agency Guidelines require that the Fund maintain     
Adjusted Assets greater than or equal to the Base Amount. If the Fund fails     
to meet such requirement and such failure is not cured by the applicable        
cure date, the Fund will be required to redeem some or all of the               
Cumulative Preferred Stock. See "Description of Cumulative Preferred Stock      
-- Redemption -- Mandatory Redemption." The Rating Agency Guidelines also       
exclude from the Rating Agency Eligible Assets and, therefore, from             
Adjusted Assets, certain types of securities in which the Fund may invest       
and also prohibit the Fund's acquisition of futures contracts or options on     
futures contracts, prohibit reverse repurchase agreements, limit the            
writing of options on portfolio securities and limit the lending of             
portfolio securities to 5% of the Fund's total assets. The Adviser does not     
believe that compliance with the Rating Agency Guidelines will have an          
adverse effect on its management of the Fund's portfolio or on the              
achievement of the Fund's investment objectives. It is the Fund's present       
intention to continue to comply with the Rating Agency Guidelines.              

The Fund may, but is not required to, adopt any modifications to
the Rating Agency's guidelines that may hereafter be established by the         
Rating Agency. Failure to adopt such modifications, however, may result         
in a change in the Rating Agency's rating or a withdrawal of a rating           
altogether. In addition, the Rating Agency may, at any time, change or          
withdraw such rating. However, failure to comply with the Rating Agency         
Guidelines would require the Fund to redeem all or part of the Cumulative       
Preferred Stock.                                                                

As recently described by the Rating Agency, a preferred stock   
rating is an assessment of the capacity and willingness of an issuer to         
pay preferred stock obligations. The rating on the Cumulative Preferred         
Stock is not a recommendation to purchase, hold or sell such shares,            
inasmuch as the rating does not comment as to market price or suitability       
for a particular investor. Nor do the Rating Agency requirements address        
the likelihood that a holder of Cumulative Preferred Stock will be able         
to sell such shares. The rating is based on current information furnished       
to the Rating Agency by the Fund and the Adviser and information obtained       
from other sources. The rating may be changed, suspended or withdrawn as        
a result of changes in, or the unavailability of, such information.]            

DIVIDENDS                                                                       

   Holders of shares of Cumulative Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors of the Fund out     
of funds legally available therefor, cumulative cash dividends, at the          
annual rate of ___% of the initial liquidation preference of $25 per share,     
payable annually on December 26 (the "Dividend Payment Date"), commencing       
on December 26, 1997, to the persons in whose names the shares of               
Cumulative Preferred Stock are registered at the close of business on the       
preceding . Dividends on the shares of Cumulative Preferred Stock will          
accumulate from the date on which such shares are originally issued (the        
"Date of Original Issue").                                                      

 No dividends will be declared or paid or set apart for payment on
shares of Cumulative Preferred Stock for any dividend period or part            
thereof unless full cumulative dividends have been or contemporaneously         
are declared and paid on all outstanding shares of Cumulative Preferred         
Stock through the most recent Dividend Payment Dates thereof. If full           
cumulative dividends are not paid on the Cumulative Preferred Stock, all        
dividends on the shares of Cumulative Preferred Stock will be paid pro          
rata to the holders of the shares of Cumulative Preferred Stock. Holders        
of Cumulative Preferred Stock will not be entitled to any dividends,            
whether payable in cash, property or stock, in excess of full cumulative        
dividends. No interest, or sum of money in lieu of interest, will be            
payable in respect of any dividend payment that may be in arrears.              

For so long as any shares of Cumulative Preferred Stock are     
outstanding, the Fund will not declare, pay or set apart for payment any        
dividend or other distribution (other than a dividend or distribution           
paid in shares of, or options, warrants or rights to subscribe for or           
purchase, shares of Common Stock or other stock, if any, ranking junior         
to the Cumulative Preferred Stock as to dividends or upon liquidation) in       
respect of the Common Stock or any other stock of the Fund ranking junior       
to or on a parity with the Cumulative Preferred Stock as to dividends or        
upon liquidation, or call for redemption, redeem, purchase or otherwise         
acquire for consideration any shares of its Common Stock or any other           
junior stock (except by conversion into or exchange for stock of the Fund       
ranking junior to or on a parity with the Cumulative Preferred Stock as         
to dividends and upon liquidation), unless, in each case, (A) immediately       
after such transaction, the Fund will have Adjusted Assets greater than         
or equal to the Base Amount and will have the required Asset Coverage           
(see " -- Asset Maintenance" and " -- Redemption" below), (B) full              
cumulative dividends on shares of Cumulative Preferred Stock due on or          
prior to the date of the transactions have been declared and paid (or           
sufficient Deposit Assets to cover such payment have been deposited with        
the Paying Agent) and (C) the Fund has redeemed the full number of shares       
of Cumulative Preferred Stock required to be redeemed by any provision          
for mandatory redemption contained in the Articles Supplementary.               

ASSET MAINTENANCE                                                               

The Fund will be required to satisfy two separate asset         
maintenance requirements under the terms of the Articles Supplementary.         
These requirements are summarized below.                                        

Asset Coverage. The Fund will be required under the Articles    
Supplementary to maintain as of the last Business Day of each March,            
June, September and December of each year, an asset coverage as defined         
in the 1940 Act of at least 200% (or such higher or lower percentage as         
may be required at the time under the 1940 Act) with respect to all             
outstanding senior securities of the Fund which are stock, including the        
Cumulative Preferred Stock (the "Asset Coverage"). If the Fund fails to         
maintain the Asset Coverage on such dates and such failure is not cured         
within [60] days, the Fund will be required under certain circumstances         
to redeem certain of the shares of Cumulative Preferred Stock. See              
"Redemption" below.                                                             

If the shares of Cumulative Preferred Stock offered hereby had  
been issued and sold as of March 31, 1997, the Asset Coverage immediately       
following such issuance and sale (after giving effect to the deduction of       
the underwriting discounts and estimated offering expenses for such             
shares of __________), would have been computed as follows:                     

Value of Fund assets less                                           
liabilities not constituting                                            
senior securities                    ____________           
______________                                   =  ___%  
                          ------------
Senior securities                    _____________          
representing indebtedness                                           
plus liquidation                                            
preference of the                                           
Cumulative Preferred                                            
Stock                                           

Base Amount. The Fund will be required under the Articles       
Supplementary to maintain, as of each Valuation Date, portfolio holdings        
("Adjusted Assets") meeting specified guidelines of the Rating Agency, as       
described under "Description of Cumulative Preferred Stock -- Rating            
Agency Guidelines", having an aggregate discounted value greater than or        
equal to the Base Amount, which is in general the sum of the aggregate          
liquidation preference of the Cumulative Preferred Stock, any                   
indebtedness for borrowed money and current liabilities and dividends. If       
the Fund fails to meet such requirement as to any Valuation Date and such       
failure is not cured within [14] days after such Valuation Date, the Fund       
will be required to redeem certain of the shares of Cumulative Preferred        
Stock. See " -- Redemption" below.                                              

Any security not meeting the Rating Agency Guidelines will be   
excluded from the calculation of Adjusted Assets .                              

 The Rating Agency Discount Factors and guidelines for determining
the market value of the Fund's portfolio holdings have been based on            
criteria established in connection with the rating of the Cumulative            
Preferred Stock. These factors include, but are not limited to, the             
sensitivity of the market value of the relevant asset to changes in             
interest rates, the liquidity and depth of the market for the relevant          
asset, the credit quality of the relevant asset (for example, the lower         
the rating of a corporate debt obligation, the higher the related               
discount factor) and the frequency with which the relevant asset is             
marked to market. Alternative Rating Agency Discount Factors relating to        
any eligible asset of the Fund may be chosen from time to time by the           
Board of Directors, provided that, among other things, such changes will        
not impair the rating then assigned to the Cumulative Preferred Stock by        
the Rating Agency.                                                              

On or before the third Business Day after each quarterly        
Valuation Date, the Fund is required to deliver to the Rating Agency a          
base amount report (the "Base Amount Report"). Within ten Business Days         
after delivery of such report relating to the quarterly Valuation Date,         
the Fund will deliver letters prepared by the Fund's independent                
accountants regarding the accuracy of the calculations made by the Fund         
in its most recent Base Amount Report. If any such letter prepared by the       
Fund's independent accountants shows that an error was made in the most         
recent Base Amount Report, the calculation or determination made by the         
Fund's independent accountants will be conclusive and binding on the            
Fund.                                                                           

REDEMPTION                                                                      

Mandatory Redemption. The Fund will be required to redeem, at a 
redemption price equal to $25 per share plus accumulated and unpaid             
dividends through the date of redemption (whether or not earned or              
declared) (the "Redemption Price"), certain of the shares of Cumulative         
Preferred Stock (to the extent permitted under the 1940 Act and Maryland        
law) in the event that:                                                         

        (i) the Fund fails to maintain the Asset Coverage and such
  failure is not cured on or before [60] days following such failure
(a "Cure Date"); or                                             

     (ii) the Fund fails to maintain Adjusted Assets greater
than or equal to the Base Amount as of any Valuation Date, and  
such failure is not cured on or before the [14th] day after     
such Valuation Date (also, a "Cure Date").                      

The amount of such mandatory redemption will equal the minimum  
number of outstanding shares of Cumulative Preferred Stock the redemption       
of which, if such redemption had occurred immediately prior to the              
opening of business on a Cure Date, would have resulted in the Asset            
Coverage having been satisfied or the Fund having Adjusted Assets equal         
to or greater than the Base Amount on such Cure Date or, if the Asset           
Coverage or Adjusted Assets equal to or greater than the Base Amount, as        
the case may be, cannot be so restored, all of the shares of Cumulative         
Preferred Stock, at the Redemption Price. In the event that shares of           
Cumulative Preferred Stock are redeemed due to the occurrence of (i)            
above, the Fund may, but is not required to, redeem a sufficient number         
of shares of Cumulative Preferred Stock so that the asset coverage (as          
defined in the 1940 Act) of the remaining outstanding shares of                 
Cumulative Preferred Stock and any other Preferred Stock remaining after        
redemption is up to 220%. In the event that shares of Cumulative                
Preferred Stock are redeemed due to the occurrence of (ii) above, the           
Fund may, but is not required to, redeem a sufficient number of shares of       
Cumulative Preferred Stock so that the Adjusted Assets of the remaining         
outstanding shares of Cumulative Preferred Stock and any other Preferred        
Stock remaining after redemption is up to 110% of the Base Amount.              

If the Fund does not have funds legally available for the       
redemption of, or is otherwise unable to redeem, all the shares of              
Cumulative Preferred Stock to be redeemed on any redemption date, the           
Fund will redeem on such redemption date that number of shares for which        
it has legally available funds, or is otherwise able, to redeem ratably         
from each holder whose shares are to be redeemed, and the remainder of          
the shares required to be redeemed will be redeemed on the earliest             
practicable date on which the Fund will have funds legally available for        
the redemption of, or is otherwise able to redeem, such shares upon             
written notice of redemption ("Notice of Redemption").                          

If fewer than all shares of Cumulative Preferred Stock are to be
redeemed, such redemption will be made pro rata from each holder of             
shares in accordance with the respective number of shares held by each          
such holder on the record date for such redemption. If fewer than all           
shares of Cumulative Preferred Stock held by any holder are to be               
redeemed, the Notice of Redemption mailed to such holder will specify the       
number of shares to be redeemed from such holder. Unless all accumulated        
and unpaid dividends for all past dividend periods will have been or are        
contemporaneously paid or declared and Deposit Securities for the payment       
thereof deposited with the Paying Agent, no redemptions of Cumulative           
Preferred Stock may be made.                                                    

Optional Redemption. Prior to June 1, 2002, the shares of       
Cumulative Preferred Stock are not subject to any optional redemption by        
the Fund unless such redemption is necessary, in the judgment of the            
Fund, to maintain the Fund's status as a regulated investment company           
("RIC") under the Internal Revenue Code of 1986, as amended (the "Code").       
Commencing June 1, 2002 and thereafter, the Fund may at any time redeem         
shares of Cumulative Preferred Stock in whole or in part at the                 
Redemption Price. Such redemptions are subject to the limitations of the        
1940 Act and Maryland law.                                                      

Redemption Procedures. A Notice of Redemption will be given to  
the holders of record of Cumulative Preferred Stock selected for                
redemption not less than 30 or more than 45 days prior to the date fixed        
for the redemption. Each Notice of Redemption will state (i) the                
redemption date, (ii) the number of shares of Cumulative Preferred Stock        
to be redeemed, (iii) the CUSIP number(s) of such shares, (iv) the              
Redemption Price, (v) the place or places where such shares are to be           
redeemed, (vi) that dividends on the shares to be redeemed will cease to        
accrue on such redemption date, and (vii) the provision of the Articles         
Supplementary under which the redemption is being made. No defect in the        
Notice of Redemption or in the mailing thereof will affect the validity         
of the redemption proceedings, except as required by applicable law.            

LIQUIDATION RIGHTS                                                              

Upon a liquidation, dissolution or winding up of the affairs of 
the Fund (whether voluntary or involuntary), holders of shares of               
Cumulative Preferred Stock then outstanding will be entitled to receive         
out of the assets of the Fund available for distribution to shareholders,       
after satisfying claims of creditors but before any distribution or             
payment of assets is made to holders of the Common Stock or any other           
class of stock of the Fund ranking junior to the Cumulative Preferred           
Stock as to liquidation payments, a liquidation distribution in the             
amount of $25 per share, plus an amount equal to all unpaid dividends           
accrued to and including the date fixed for such distribution or payment        
(whether or not earned or declared by the Fund but excluding interest           
thereon) (the "Liquidation Payment"), and such holders will be entitled         
to no further participation in any distribution payment in connection           
with any such liquidation, dissolution or winding up. If, upon any              
liquidation, dissolution or winding up of the affairs of the Fund,              
whether voluntary or involuntary, the assets of the Fund available for          
distribution among the holders of all outstanding shares of Cumulative          
Preferred Stock and any other outstanding class or series of Preferred          
Stock of the Fund ranking on a parity with the Cumulative Preferred Stock       
as to payment upon liquidation, will be insufficient to permit the              
payment in full to such holders of Cumulative Preferred Stock of the            
Liquidation Payment and the amounts due upon liquidation with respect to        
such other Preferred Stock, then such available assets will be                  
distributed among the holders of Cumulative Preferred Stock and such            
other Preferred Stock ratably in proportion to the respective                   
preferential amounts to which they are entitled. Unless and until the           
Liquidation Payment has been paid in full to the holders of Cumulative          
Preferred Stock, no dividends or distributions will be made to holders of       
the Common Stock or any other stock of the Fund ranking junior to the           
Cumulative Preferred Stock as to liquidation.                                   

VOTING RIGHTS                                                                   

Except as otherwise stated in this Prospectus and as otherwise  
required by applicable law, holders of shares of Cumulative Preferred           
Stock will be entitled to one vote per share on each matter submitted to        
a vote of shareholders and will vote together with holders of shares of         
Common Stock and of any other Preferred Stock then outstanding as a             
single class.                                                                   

In connection with the election of the Fund's directors, holders
of shares of Cumulative Preferred Stock and any other Preferred Stock,          
voting as a separate class, will be entitled at all times to elect two of       
the Fund's directors, and the remaining directors will be elected by            
holders of shares of Common Stock and holders of shares of Cumulative           
Preferred Stock and any other Preferred Stock, voting together as a             
single class. In addition, if at any time dividends on outstanding shares       
of Cumulative Preferred Stock and/or any other Preferred Stock are unpaid       
in an amount equal to at least two full years' dividends thereon or if at       
any time holders of any shares of Preferred Stock are entitled, together        
with the holders of shares of Cumulative Preferred Stock, to elect a            
majority of the directors of the Fund under the 1940 Act, then the number       
of directors constituting the Board of Directors automatically will be          
increased by the smallest number that, when added to the two directors          
elected exclusively by the holders of shares of Cumulative Preferred            
Stock and any other Preferred Stock as described above, would constitute        
a majority of the Board of Directors as so increased by such smallest           
number. Such additional directors will be elected by the holders of             
Cumulative Preferred Stock and any other Preferred Stock, voting as a           
separate class, at a special meeting of shareholders which will be called       
and held as soon as practicable, and at all subsequent meetings at which        
directors are to be elected the holders of shares of Cumulative Preferred       
Stock and any other Preferred Stock, voting as a separate class, will be        
entitled to elect the smallest number of additional directors that,             
together with the two directors which such holders in any event will be         
entitled to elect, constitutes a majority of the total number of                
directors of the Fund as so increased. The terms of office of the persons       
who are directors at the time of that election will continue. If the Fund       
thereafter pays, or declares and sets apart for payment in full, all            
dividends payable on all outstanding shares of Cumulative Preferred Stock       
and any other Preferred Stock for all past dividend periods, the                
additional voting rights of the holders of shares of Cumulative Preferred       
Stock and any other Preferred Stock as described above will cease, and          
the terms of office of all of the additional directors elected by the           
holders of shares of Cumulative Preferred Stock and any other Preferred         
Stock (but not of the directors with respect to whose election the              
holders of shares of Common Stock were entitled to vote or the two              
directors the holders of shares of Cumulative Preferred Stock and any           
other Preferred Stock have the right to elect as a separate class in any        
event) will terminate automatically.                                            

So long as shares of the Cumulative Preferred Stock are         
outstanding, the Fund will not, without the affirmative vote of the             
holders of a majority of the shares of Preferred Stock outstanding at the       
time, voting separately as one class, amend, alter or repeal the                
provisions of the Charter, whether by merger, consolidation or otherwise,       
so as to materially adversely affect any of the contract rights expressly       
set forth in the Charter of holders of shares of the Cumulative Preferred       
Stock or any other Preferred Stock. To the extent permitted under the           
1940 Act, in the event shares of more than one series of Preferred Stock        
are outstanding, the Fund will not approve any of the actions set forth         
in the preceding sentence which materially adversely affects the contract       
rights expressly set forth in the Charter of a holder of shares of a            
series of Preferred Stock differently than those of a holder of shares of       
any other series of Preferred Stock without the affirmative vote of at          
least a majority of votes entitled to be cast by holders of the Preferred       
Stock of each series materially adversely affected and outstanding at           
such time (each such materially adversely affected series voting                
separately as a class). The Board of Directors, however, without                
shareholder approval, may amend, alter or repeal the Rating Agency              
Guidelines in the event the Fund receives confirmation from the Rating          
Agency that any such amendment, alteration or repeal would not impair the       
rating then assigned to the Cumulative Preferred Stock. The affirmative         
vote of a majority of the votes entitled to be cast by holders of               
outstanding shares of the Cumulative Preferred Stock and any other              
Preferred Stock, voting as a separate class, will be required to approve        
any plan of reorganization adversely affecting such shares or any action        
requiring a vote of security holders under Section 13(a) of the 1940 Act,       
including, among other things, changes in the Fund's investment objective       
or changes in the investment restrictions described as fundamental              
policies under "Investment Objectives and Policies." The class vote of          
holders of shares of the Cumulative Preferred Stock and any other               
Preferred Stock described above in each case will be in addition to a           
separate vote of the requisite percentage of shares of Common Stock and         
Cumulative Preferred Stock and any other Preferred Stock, voting together       
as a single class, necessary to authorize the action in question.               

The foregoing voting provisions will not apply to any shares of 
Cumulative Preferred Stock if, at or prior to the time when the act with        
respect to which such vote otherwise would be required will be effected,        
such shares will have been (i) redeemed or (ii) called for redemption and       
sufficient Deposit Securities provided to the Dividend-Disbursing Agent         
to effect such redemption.                                                      

LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND                         
ISSUANCE OF ADDITIONAL PREFERRED STOCK                                          

So long as any shares of Cumulative Preferred Stock are         
outstanding, the Fund may issue and sell one or more series of a class of       
senior securities of the Fund representing indebtedness under the 1940          
Act and/or otherwise create or incur indebtedness, provided that the Fund       
will, immediately after giving effect to the incurrence of such                 
indebtedness and to its receipt and application of the proceeds thereof,        
have an "Asset Coverage" for all senior securities of the Fund                  
representing indebtedness, as defined in the 1940 Act, of at least 300%         
of the amount of all indebtedness of the Fund then outstanding and no           
such additional indebtedness will have any preference or priority over          
any other indebtedness of the Fund upon the distribution of the assets of       
the Fund or in respect of the payment of interest. Any possible liability       
resulting from lending and/or borrowing portfolio securities, entering          
into reverse repurchase agreements, entering into futures contracts and         
writing options, to the extent such transactions are made in accordance         
with the investment restrictions of the Fund then in effect, will not be        
considered to be indebtedness limited by the Articles Supplementary.            

So long as any shares of Cumulative Preferred Stock are         
outstanding, the Fund may issue and sell shares of one of more other series     
of Preferred Stock constituting a series of a class of senior securities of     
the Fund representing stock under the 1940 Act in addition to the shares of     
Cumulative Preferred Stock, provided that the Fund will, immediately after      
giving effect to the issuance of such additional Preferred Stock and to its     
receipt and application of the proceeds thereof, have an "Asset Coverage"       
for all senior securities of the Fund which are stock, as defined in the        
1940 Act, of at least 200% of the sum of the liquidation preference of the      
shares of Cumulative Preferred Stock and all other Preferred Stock of the       
Fund then outstanding and all indebtedness of the Fund constituting senior      
securities and provided that no such additional Preferred Stock will have       
any preference or priority over any other Preferred Stock of the Fund upon      
the distribution of the assets of the Fund or in respect of the payment of      
dividends.                                                                      

REPURCHASE OF CUMULATIVE PREFERRED STOCK                                        

 The Fund is a closed-end investment company and, as such, holders
of Cumulative Preferred Stock do not, and will not, have the right to           
redeem their shares of the Fund. The Fund, however, may repurchase shares       
of the Cumulative Preferred Stock when it is deemed advisable by the            
Board of Directors in compliance with the requirements of the 1940 Act          
and the rules and regulations thereunder.                                       

DESCRIPTION OF CAPITAL STOCK AND OTHER SECURITIES       

Common Stock. The Fund, which was incorporated under the laws of
the State of Maryland on March 31, 1994, is authorized to issue                 
200,000,000 shares of Common Stock, par value $.001 per share. Each share       
has equal voting, dividend, distribution and liquidation rights. The            
shares issued and outstanding are fully paid and non-assessable. Shares         
of the Common Stock are not redeemable and have no preemptive, conversion       
or cumulative voting rights. The Fund's shares are listed and traded on         
the NYSE under the symbol "GGT."                                                

Preferred Stock. The Fund's Board of Directors has authority to 
cause the Fund to issue and sell up to 2,000,000 shares of Preferred            
Stock, par value $.001 per share, that may be convertible into shares of        
the Fund's Common Stock. The terms of such Preferred Stock would be fixed       
by the Board of Directors and would materially limit and/or qualify the         
rights of the holders of the Fund's Common Stock. The Board of Directors        
has designated 2,000,000 shares of Preferred Stock as the Cumulative            
Preferred Stock offered hereby. All shares of Cumulative Preferred Stock,       
when issued in accordance with the terms of the offering, will be fully         
paid and nonassessable. See "Description of Cumulative Preferred Stock."        

The following table shows the number of shares of (i) capital   
stock authorized, (ii) capital stock held by the Fund for its own account       
and (iii) capital stock outstanding for each class of authorized                
securities of the Fund as of March 31, 1997 as if the Offering had been         
completed by such date.                                                         

                                                        [Enlarge/Download Table]


                                                              AMOUNT HELD                
                                                                BY FUND                  
                                              AMOUNT          FOR ITS OWN      AMOUNT    
             TITLE OF CLASS                 AUTHORIZED          ACCOUNT     OUTSTANDING  
---------------------------------------- -----------------  -------------  --------------
                                                                                         
Common Stock............................   200,000,000          400,000     11,296,548   
Cumulative Preferred Stock..............     2,000,000                0        120,000   


TAXATION      

 The following is a summary of the Federal income tax consequences
to a shareholder of acquiring, holding and disposing of Cumulative              
Preferred Shares of the Fund. The discussion reflects applicable tax laws       
of the United States as of the date of this Prospectus, which tax laws          
may be changed or subject to new interpretations by the courts or the           
Internal Revenue Service retroactively or prospectively.                        

No attempt is made to present a detailed explanation of all U.S.
Federal, state, local and foreign tax concerns affecting the Fund and its       
shareholders, and the discussions set forth here do not constitute tax          
advice. Investors are urged to consult their own tax advisers to                
determine the tax consequences to them of investing in the Fund.                

TAXATION OF THE FUND                                                            

The Fund has qualified as and intends to continue to qualify as 
and elect to be a regulated investment company (a "RIC") under Subchapter       
M of the Code. If it so qualifies, the Fund will not be subject to U.S.         
Federal income tax on the portion of its net investment income (i.e., its       
investment company taxable income as defined in the Code) and its net           
capital gain (i.e., the excess of its net realized long-term capital            
gains over its net realized short-term capital losses) which it                 
distributes to its shareholders in each taxable year, provided that it          
distributes to its shareholders at least 90% of its net investment income       
for such taxable year.                                                          

Qualification as a RIC requires, among other things, that the   
Fund: (a) derive at least 90% of its gross income in each taxable year          
from dividends, interest, payments with respect to securities loans,            
gains from the sale or other disposition of stock or securities, foreign        
currencies or other income (including gains from options, futures or            
forward contracts) derived with respect to its business of investing in         
stock, securities or currencies; (b) derive less than 30% of its gross          
income in each taxable year from the sale or other disposition of any of        
the following held for less than three months: stock, securities,               
options, futures, certain forward contracts, or foreign currencies (or          
any options, futures or forward contracts on foreign currencies) but only       
if such currencies are not directly related to the Fund's principal             
business of investing in stock or securities (the "30% limitation"); and        
(c) diversify its holdings so that, at the end of each quarter of each          
taxable year, (i) at least 50% of the market value of the Fund's assets         
is represented by cash, cash items, U.S. government securities,                 
securities of other RICs and other securities with such other securities        
limited, in respect of any one issuer, to an amount not greater than 5%         
of the value of the Fund's assets and 10% of the outstanding voting             
securities of such issuer, and (ii) not more than 25% of the value of its       
assets is invested in the securities of any one issuer (other than U.S.         
government securities or the securities of other RICs).                         

If the Fund were unable to satisfy the 90% distribution         
requirement or otherwise were to fail to qualify to be taxed as a RIC in        
any year, it would be subject to tax in such year on all of its taxable         
income, whether or not the Fund made any distributions. To qualify again        
to be taxed as a RIC in a subsequent year, the Fund would be required to        
distribute to Cumulative Preferred Shareholders and Common Shareholders         
as an net investment income dividend, its earnings and profits                  
attributable to non-RIC years reduced by an interest charge on 50% of           
such earnings and profits payable by the Fund to the IRS. In addition, if       
the Fund failed to qualify as a RIC for a period greater than one taxable       
year, then the Fund would be required to recognize and pay tax on any net       
built-in gains (the excess of aggregate gains, including items of income,       
over aggregate losses that would have been realized if the Fund had been        
liquidated) in order to qualify as a RIC in a subsequent year. To the           
extent possible, the Fund intends to make sufficient distributions to           
avoid application of the corporate income tax.                                  

 Under the Code, amounts not distributed by a regulated investment
company on a timely basis in accordance with a calendar year distribution       
requirement are subject to a 4% excise tax. To avoid the tax, the Fund          
must distribute during each calendar year, an amount equal to, at the           
minimum, the sum of (1) 98% of its net investment income (not taking into       
account any capital gains or losses) for the calendar year, (2) 98% of          
its net capital gains for the calendar year (unless an election is made         
by a fund with a November or December year-end to use the fund's fiscal         
year), and (3) all net investment income and net capital gain for               
previous years that were not previously distributed. A distribution will        
be treated as paid during the calendar year if it is paid during the            
calendar year or declared by the Fund in October, November or December of       
the year, payable to shareholders of record on a date during such month         
and paid by the Fund during January of the following year. Any such             
distributions paid during January of the following year will be deemed to       
be received on December 31 of the year the distributions are declared,          
rather than when the distributions are received. While the Fund intends         
to distribute its ordinary income and capital gains in the manner               
necessary to minimize imposition of the 4% excise tax, there can be no          
assurance that sufficient amounts of the Fund's taxable income and              
capital gains will be distributed to avoid entirely the imposition of the       
tax. In such event, the Fund will be liable for the tax only on the             
amount by which it does not meet the foregoing distribution requirements.       

If the Fund does not meet the asset coverage requirements of the
1940 Act or the Articles Supplementary, the Fund will be required to            
suspend distributions to the holders of the common stock until the asset        
coverage is restored. See "Description of Cumulative Preferred Stock --         
Dividends" and "Description of Capital Stock and Other Securities." Such        
a suspension of distributions might prevent the Fund from distributing          
90% of its investment company taxable income, as is required in order to        
avoid Fund-level taxation on the Fund's distributions, or might prevent         
it from distributing enough income and capital gain to avoid completely         
the imposition of the excise tax. Upon any failure to meet the asset            
coverage requirements of the 1940 Act or the Articles Supplementary, the        
Fund may, and in certain circumstances will, be required to partially           
redeem the shares of Cumulative Preferred Stock in order to restore the         
requisite asset coverage and avoid the adverse consequences to the Fund         
and its shareholders of failing to qualify as a RIC. If asset coverage          
were restored, the Fund would again be able to pay dividends and might be       
able to avoid Fund-level taxation on the Fund's undistributed income.           

TAXATION OF SHAREHOLDERS                                                        

Distributions by the Fund from its net short-term capital gains 
or net investment income (referred to hereafter as "ordinary income             
dividends") are taxable to shareholders as net investment income. A             
portion of the Fund's ordinary income dividends may qualify for the             
dividends received deduction available to corporations.                         

At the time of a shareholder's purchase, the market price of the
Fund's Common Stock or Cumulative Preferred Stock may reflect                   
undistributed net investment income or net capital gains. A subsequent          
distribution of these amounts by the Fund will be taxable to the                
shareholder even though the distribution economically is a return of part       
of the shareholder's investment. Investors should carefully consider the        
tax implications of acquiring shares just prior to a distribution, as           
they will receive a distribution that would be taxable to them.                 

Distributions made from net long-term capital gains which are   
designated by the Fund as capital gain dividends are taxable to                 
shareholders as long-term capital gains, regardless of the length of time       
the shareholder has owned Fund shares. In general, the maximum Federal          
income tax rate imposed on individuals with respect to capital gain             
dividends is 28%, whereas the maximum federal income tax rate imposed on        
individuals with respect to ordinary income is 39.6%. With respect to           
corporate taxpayers, long-term capital gains currently are taxed at the         
same Federal income tax rates as net investment income and short-term           
capital gains.                                                                  

 In recent years, a number of legislative proposals concerning the
tax treatment of capital gains have been introduced in Congress. The            
proposals have ranged from eliminating the preferential treatment of            
capital gains to eliminating tax on capital gains. It cannot be predicted       
whether any of these proposals may ultimately become law, nor can the           
effective date of any legislation be anticipated. Any change in the tax         
treatment of capital gains, however, would have an effect on the tax            
consequences of an investment in Cumulative Preferred Stock. Shareholders       
may be entitled to offset their capital gain dividends with capital             
losses. There are a number of statutory provisions affecting when capital       
losses may be offset against capital gains and limiting the use of losses       
from certain investments and activities. Accordingly, shareholders with         
capital losses are urged to consult their tax advisers.                         

Dividends are taxable to shareholders whether they are paid in  
cash or paid in additional shares of Stock under the Fund's plan for the        
automatic reinvestment of dividends. Generally, shareholders will be            
taxed on dividends in the year of receipt, however, if the Fund declares        
a dividend in October, November or December to shareholders of record on        
a specified date in such a month which is actually paid during the              
following January, the dividend will be deemed to have been paid by the         
Fund (and received by the shareholders) on December 31 of the year in           
which the dividend is declared. Not later than 60 days after the close of       
its taxable year, the Fund will provide its shareholders with a written         
notice designating the amounts of any net investment income dividends or        
capital gain dividends. Distributions in excess of the Fund's earnings          
and profits will first reduce the adjusted tax basis of a holder's shares       
and, after such adjusted tax basis is reduced to zero, will constitute          
capital gains to such holder (assuming the shares are held as a capital         
asset).                                                                         

The sale, redemption or other disposition of Fund shares is a   
taxable event and may result in a gain or loss. Such gain or loss will          
generally be a capital gain or loss if the shares are capital assets in         
the hands of the shareholder and will be long-term capital gain or loss         
if the shares have been held for more than one year. Any loss upon the          
sale or exchange of Fund shares held for six months or less, however,           
will be treated as a long-term capital loss to the extent of any capital        
gain dividends received by the shareholder. A loss realized on a sale or        
exchange of shares of the Fund will be disallowed if other Fund shares of       
the same class are acquired within a 61-day period beginning 30 days            
before and ending 30 days after the date on which the shares are                
disposed. In such a case, the basis of the shares acquired will be              
adjusted to reflect the disallowed loss. Since the Fund may invest in           
foreign securities, its income from such securities may be subject to           
non-U.S. taxes on such income. If the Fund satisfies the distribution           
requirements to be taxed as a RIC during a taxable year, and if 50% of          
the Fund's total assets at the end of its taxable year consist of stock         
or securities of foreign corporations, it may elect to "pass-through"           
to its shareholders the ability to use the foreign tax deduction or             
credit for foreign taxes paid with respect to qualifying taxes. If the          
Fund makes such an election, a taxpayer would be required to include in         
income its proportionate share of the qualifying foreign taxes paid by          
the Fund and would be allowed to either deduct the amount of such taxes         
from its taxable income or to use such taxes as a credit against its U.S.       
federal tax liability. In general, it will be more beneficial for a             
taxpayer to use its proportionate share of such taxes paid by the Fund as       
a foreign tax credit. If the Fund elects to pass-through the benefit of         
the deduction or credit allowed for qualifying foreign taxes it has paid        
in a given year, it will send each Shareholder a written notice of the          
portion of the Fund's dividends that represents income from sources             
within each foreign country and the amount of such Shareholder's                
proportionate share of foreign taxes paid to each foreign country.              

Designation of Capital Gain Dividends to Cumulative Preferred   
Stock. The IRS has taken the position in Revenue Ruling 89-81 that if a         
RIC has two classes of shares, it may designate distributions made to           
each class in any year as consisting of no more than such class's               
proportionate share of particular types of income, "such as long-term           
capital gain and foreign taxes paid by the RIC (if such taxes are subject       
to a "pass-through" election as described above)." A class's                    
proportionate share of a particular type of income is determined                
according to the percentage of total dividends paid by the RIC during           
such year that was paid to such class. Consequently, the Fund will              
designate distributions made to the Common Stock and Cumulative Preferred       
Stock and any other Preferred Stock series as consisting of particular          
types of income in accordance with the classes' proportionate shares of         
such income. Because of this rule, the Fund is required to allocate a           
portion of its net capital gains to holders of Common Stock, holders of         
Cumulative Preferred Stock and any other Preferred Stock. The amount of         
net capital gains and other types of income allocable among holders of          
the Common Stock, the Cumulative Preferred Stock and any other Preferred        
Stock will depend upon the amount of such gains and other income realized       
by the Fund and the total dividends paid by the Fund on shares of Common        
Stock and Cumulative Preferred Stock and any other Preferred Stock during       
a taxable year.                                                                 

The Fund believes that under current law the manner in which the
Fund intends to allocate net capital gains and other taxable income             
between shares of Common Stock and Cumulative Preferred Stock will be           
respected for Federal income tax purposes. However, the Fund has not            
requested and will not request direct guidance from the IRS specifically        
addressing whether the Fund's method of allocation will be respected for        
Federal income tax purposes, and it is possible that the IRS could              
disagree with the Fund and attempt to reallocate the Fund's net capital         
gains or other taxable income.                                                  

WITHHOLDING AND OTHER TAXES                                                     

  Ordinary Income dividends (but not capital gain dividends) paid to
shareholders who are nonresident aliens or foreign entities will be subject     
to a 30% United States withholding tax under existing provisions of the         
Code applicable to foreign individuals and entities unless a reduced rate       
of withholding or a withholding exemption is provided under applicable          
treaty law. Nonresident shareholders are urged to consult their own tax         
advisers concerning the applicability of the United States withholding tax.     

Under certain provisions of the Code, some shareholders may be  
subject to a 31% withholding tax on net investment income dividends,            
capital gain dividends and redemption payments ("backup withholding"). A        
shareholder, however, may generally avoid becoming subject to this              
requirement by filing an appropriate form with the payor (i.e., the             
financial institution or brokerage firm where the shareholder maintains         
his or her account), certifying under penalties of perjury that such            
shareholder's taxpayer identification number is correct and that such           
shareholder has never been notified by the IRS that he or she is subject        
to backup withholding, has been notified by the IRS that he or she is no        
longer subject to backup withholding, or is exempt from backup                  
withholding. Corporate shareholders and certain other shareholders are          
exempt from backup withholding. Backup withholding is not an additional         
tax. Any amounts withheld under the backup withholding rules from               
payments made to a shareholder may be credited against such shareholder's       
Federal income tax liability.                                                   

Distributions may also be subject to additional state, local and
foreign taxes, depending on each shareholder's particular situation.            
Shareholders are advised to consult their own tax advisers with respect         
to the particular tax consequences to them of an investment in the              
Cumulative Preferred Stock.                                                     

THE FOREGOING IS A GENERAL AND ABBREVIATED SUMMARY OF THE       
APPLICABLE PROVISIONS OF THE CODE AND TREASURY REGULATIONS PRESENTLY IN         
EFFECT. A MORE COMPLETE DISCUSSION OF THE TAX RULES APPLICABLE TO THE           
FUND CAN BE FOUND IN THE SAI INCORPORATED BY REFERENCE INTO ATTACHED TO         
THIS PROSPECTUS. FOR THE COMPLETE PROVISIONS APPLICABLE TO BOTH                 
SHAREHOLDERS AND THE FUND, REFERENCE SHOULD BE MADE TO THE PERTINENT CODE       
SECTIONS AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER. THE CODE          
AND THE TREASURY REGULATIONS ARE SUBJECT TO CHANGE BY LEGISLATIVE,              
JUDICIAL OR ADMINISTRATIVE ACTION, EITHER PROSPECTIVELY OR                      
RETROACTIVELY.                                                                  

CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS      

The Fund presently has provisions in its Articles of            
Incorporation and By-Laws (together, in each case, its "Governing               
Documents") which could have the effect of limiting, in each case, (i)          
the ability of other entities or persons to acquire control of the Fund,        
(ii) the Fund's freedom to engage in certain transactions, or (iii) the         
ability of the Fund's Directors or shareholders to amend the Governing          
Documents or effectuate changes in the Fund's management. These                 
provisions of the Governing Documents of the Fund may be regarded as            
"antitakeover" provisions. The Board of Directors of the Fund is                
divided into three classes, each having a term of no more than three            
years. Each year the term of one class of Directors will expire.                
Accordingly, only those Directors in one class may be changed in any one        
year, and it would require two years to change a majority of the Board of       
Directors. Such system of electing Directors may have the effect of             
maintaining the continuity of management and, thus, make it more                
difficult for the shareholders of the Fund to change the majority of            
Directors. See "Management of the Fund" in the SAI. A Director of the           
Fund may be removed with or without cause by a vote of a majority of the        
votes entitled to be cast for the election of Directors of the Fund. In         
addition, the affirmative vote of the holders of 66% of its outstanding         
shares is required to authorize the conversion of the Fund from a               
closed-end to an open-end investment company or generally to authorize          
any of the following transactions:                                              

            (i)  merger or consolidation of the Fund with or
into any other corporation;                                     

           (ii)  issuance of any securities of the Fund to
any person or entity for cash;                                  

       (iii) sale, lease or exchange of all or any
  substantial part of the assets of the Fund to any entity or person
 (except assets having an aggregate fair market value of less than
$1,000,000); or                                                 

                 (iv) sale, lease or exchange to the Fund, in exchange
 for securities of the Fund, of any assets of any entity or person
 (except assets having an aggregate fair market value of less than
$1,000,000);                                                    

if such corporation, person or entity is directly, or indirectly through        
affiliates, the beneficial owner of more than 5% of the outstanding shares      
of the Fund. However, such vote would not be required when, under certain       
conditions, the Board of Directors approves the transaction. Reference is       
made to the Governing Documents of the Fund on file with the Commission;        
for the full text of these provisions, see "Additional Information."            

The provisions of the Governing Documents described above could 
have the effect of depriving the owners of shares in the Fund of                
opportunities to sell their shares at a premium over prevailing market          
prices, by discouraging a third party from seeking to obtain control of         
the Fund in a tender offer or similar transaction. The overall effect of        
these provisions is to render more difficult the accomplishment of a            
merger or the assumption of control by a principal shareholder. The Board       
of Directors has determined that the foregoing voting requirements, which       
are generally greater than the minimum requirements under Maryland law          
and the 1940 Act, are in the best interests of the shareholders                 
generally.                                                                      

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT       

State Street Bank and Trust Company serves as Custodian for the 
Fund's cash and securities as well as the Transfer and Dividend                 
Disbursing Agent for its shares. Boston EquiServe LP, an affiliate of           
State Street Bank and Trust Company, performs the shareholder services on       
behalf of State Street Bank and Trust Company and is located at 150             
Royall Street, Canton, MA 02021. State Street Bank and Trust Company does       
not assist in and is not responsible for investment decisions involving         
assets of the Fund.                                                             

UNDERWRITING      

Upon the terms and subject to the conditions contained in the   
Underwriting Agreement dated the date hereof, each Underwriter named            
below, for whom Gabelli & Company, Inc. is acting as the Representative         
(the "Representative") has severally agreed to purchase, and the Fund has       
agreed to sell to such Underwriter, the number of shares of Cumulative          
Preferred Stock set forth opposite the name of such Underwriter:                

                               NUMBER OF
      NAME                      SHARES

Gabelli & Company, Inc........................                                  

Total...................................      120,000               

The Underwriting Agreement provides that the obligations of the 
Underwriters to pay for and accept delivery of the shares of Cumulative         
Preferred Stock offered hereby are subject to the approval of certain           
legal matters by counsel and to certain other conditions. The                   
Underwriters are obligated to take and pay for all shares of Cumulative         
Preferred Stock offered hereby if any are taken.                                

The Underwriters propose to offer part of the shares of         
Cumulative Preferred Stock offered hereby directly to the public at the         
public offering price set forth on the cover page of this Prospectus and        
part of the shares to certain dealers at a price which represents a             
concession not in excess of $ per share under the public offering price.        
The Underwriters may allow, and such dealers may reallow, a concession          
not in excess of $ per share to certain other dealers. After the initial        
offering of the shares of Cumulative Preferred Stock to the public, the         
public offering price and such concessions may be changed by the                
Underwriters. The underwriting discount of $_____ per share is equal to         
____% of the initial offering price. Investors must pay for any shares of       
Cumulative Preferred Stock purchased on or before ______________, 1997.         

The Fund and the Adviser have agreed to indemnify the           
Underwriters against certain liabilities, including liabilities under the       
1933 Act.                                                                       

The Underwriters have advised the Fund that, pursuant to        
Regulation M under the 1933 Act, certain persons participating in the           
Offering may engage in transactions, including stabilizing bids,                
syndicate covering transactions or the imposition of penalty bids, which        
may have the effect of stabilizing or maintaining the market price of the       
Cumulative Preferred Stock at a level above that which might otherwise          
prevail in the open market. A "stabilizing bid" is a bid for or the             
purchase of the Cumulative Preferred Stock on behalf of the Underwriters        
for the purpose of fixing or maintaining the price of the Cumulative            
Preferred Stock. A "syndicate covering transaction" is a bid for or             
purchase of the Cumulative Preferred Stock on behalf of the Underwriters        
to reduce a short position incurred by the Underwriters in connection           
with the Offering. A "penalty bid" is an arrangement permitting the             
Underwriters to reclaim the selling concession otherwise accruing to an         
Underwriter or selling group member in connection with the Offering if          
any of the Cumulative Preferred Stock originally sold by such Underwriter       
or selling group member is purchased in a syndicate covering transaction        
and has therefore not been effectively placed by such Underwriter or            
selling group member. The Underwriters have advised the Company that such       
transactions may be effected on the NYSE otherwise and, if commenced, may       
be discontinued at any time.                                                    

The Underwriters have in the past, and may continue during and  
subsequent to the completion of the offering of Cumulative Preferred            
Stock hereunder, from time to time acted as a broker or dealer in               
connection with the execution of portfolio transactions for the Fund. See       
"Portfolio Transactions" in the SAI.                                            

Prior to this offering, there has been no public market for the 
Cumulative Preferred Stock. Application will be made to list the                
Cumulative Preferred Stock on the NYSE. However, during an initial period       
which is not expected to exceed 30 days after the date of this                  
Prospectus, the Cumulative Preferred Stock will not be listed on any            
securities exchange. During such period, the Underwriters intend to make        
a market in the Cumulative Preferred Stock; however, they have no               
obligation to do so. Consequently, an investment in the Cumulative              
Preferred Stock may be illiquid during such period.                             

Gabelli & Company, Inc. is a wholly-owned subsidiary of Gabelli 
Securities, Inc., which is majority-owned subsidiary of the Adviser. As         
a result of these relationships, Mario J. Gabelli, the Fund's President         
and Chief Investment Officer, may be deemed to be a "controlling person"        
of Gabelli & Company, Inc. For additional Information regarding these           
affiliations, see "Management of the Funds". The Fund and the                   
Underwriters have retained Financial Products Group, Inc. to provide            
certain services in connection with the Offering.                               

The principal business address of Gabelli Company, Inc. is One  
Corporate Center, Rye, New York 10580-1459.                                     

LEGAL MATTERS       

 Certain matters concerning the legality under Maryland law of the
Cumulative Preferred Stock will be passed on by Miles & Stockbridge,            
Baltimore, Maryland. Certain legal matters will be passed on by Skadden,        
Arps, Slate, Meagher & Flom LLP, New York, New York, special counsel to         
the Fund, and by Simpson Thacher & Bartlett (a partnership which includes       
professional corporations), New York, New York, counsel to the                  
Underwriters. Skadden, Arps, Slate, Meagher & Flom LLP and Simpson              
Thacher & Bartlett will each rely as to matters of Maryland law on the          
opinion of Miles & Stockbridge.                                                 

EXPERTS       

Price Waterhouse LLP, independent accountants, are the          
independent accountants of the Fund. The audited financial statements           
of the Fund and the information appearing under the caption                     
"Financial Highlights" included in this Prospectus have been audited by         
Price Waterhouse LLP for the periods indicated in its report with respect       
thereto, and are included in reliance upon such report and upon the             
authority of such firm as experts in accounting and auditing. Price             
Waterhouse LLP has an office at 1177 Avenue of the Americas, New York,          
New York 10036, and also performs tax and other professional services for       
the Fund.                                                                       

ADDITIONAL INFORMATION      

The Fund is subject to the informational requirements of the    
Securities Exchange Act of 1934, as amended, and the 1940 Act and in            
accordance therewith files reports and other information with the SEC.          
Reports, proxy statements and other information filed by the Fund with          
the SEC pursuant to the informational requirements of such Acts can be          
inspected and copied at the public reference facilities maintained by the       
SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,          
D.C. 20549, and at the following Regional Offices of the SEC: Northeast         
Regional Office, Seven World Trade Center, Suite 1300, New York, New York       
10048; Pacific Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los        
Angeles, California 90036-3648; and Midwest Regional Office, Northwestern       
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois           
60661-2511; and copies of such material can be obtained from the Public         
Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,          
Washington, D.C. 20549, at prescribed rates. The SEC maintains a Web site       
at http://www.sec.gov containing reports, proxy and information                 
statements and other information regarding registrants, including the           
Fund, that file electronically with the SEC.                                    

 The Fund's Common Stock is listed on the NYSE, and reports, proxy
statements and other information concerning the Fund and filed with the         
SEC by the Fund can be inspected at the offices of the New York Stock           
Exchange, Inc., 20 Broad Street, New York, New York 10005.                      

This Prospectus constitutes part of a Registration Statement    
filed by the Fund with the SEC under the 1933 Act and the 1940 Act. This        
Prospectus omits certain of the information contained in the Registration       
Statement, and reference is hereby made to the Registration Statement and       
related exhibits for further information with respect to the Fund and the       
Cumulative Preferred Stock offered hereby. Any statements contained             
herein concerning the provisions of any document are not necessarily            
complete, and, in each instance, reference is made to the copy of such          
document filed as an exhibit to the Registration Statement or otherwise         
filed with the SEC. Each such statement is qualified in its entirety by         
such reference. The complete Registration Statement may be obtained from        
the SEC upon payment of the fee prescribed by its rules and regulations.        

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION      

An SAI dated _____________, 1997 has been filed with the SEC and
is incorporated by reference in this Prospectus. An SAI may be obtained         
without charge by writing to the Fund at its address at One Corporate           
Center, Rye, New York 10580-1434 or by calling the Fund toll-free at            
(800) GABELLI (422-3554). The Table of Contents of the SAI is as follows:       

TABLE OF CONTENTS       

                                                                    PAGE

Investment Objectives and Policies.......................................B-2    
Investment Restrictions.................................................B-10    
Management of the Fund..................................................B-12    
The Adviser.............................................................B-16    
Portfolio Transactions..................................................B-17    
Taxation................................................................B-18    
Rating Agency Discount Factors..........................................B-23    
Net Asset Value.........................................................B-23    
Beneficial Owner........................................................B-25    
Financial Statements....................................................B-25    

GLOSSARY      

 "Adjusted Assets" means the aggregate Discounted Value of all the
Rating Agency Eligible Assets.                                                  

"Articles Supplementary" means the Fund's Articles Supplementary
creating and fixing the rights of the Cumulative Preferred Stock.               

"Asset Coverage" has the meaning set forth on page     of this  
Prospectus.                                                                     

"Base Amount" means, as of any Valuation Date, the dollar amount
equal to (i) the sum of (A) the product of the number of shares of              
Cumulative Preferred Stock outstanding on such Valuation Date multiplied        
by the Liquidation Preference; (B) the aggregate amount of cash dividends       
(whether or not earned or declared) that will have accumulated for each         
outstanding share of Cumulative Preferred Stock from the most recent            
Dividend Payment Date to which dividends have been paid or duly provided        
for (or, in the event the Base Amount is calculated on a date prior to          
the initial Dividend Payment Date with respect to the Cumulative                
Preferred Stock, then from the Date of Original Issue) through the              
Valuation Date plus all dividends to accumulate on the Cumulative               
Preferred Stock then outstanding during the 70 days following such              
Valuation Date; (C) the Fund's other liabilities due and payable as of          
such Valuation Date (except that dividends and other distributions              
payable by the Fund by the issuance of Common Stock will not be included        
as a liability) and such liabilities projected to become due and payable        
the Fund during the 90 days following such Valuation Date (excluding            
liabilities for investments to be purchased and for dividends and other         
distributions not declared as of such Valuation Date); (D) any current          
liabilities of the Fund as of such Valuation Date to the extent not             
reflected in any of (i)(A) through (i)(C) (including, without limitation,       
and immediately upon determination, any amounts due and payable by the          
Fund pursuant to reverse repurchase agreements and any payables for             
assets purchased as of such Valuation Date) less (ii) (A) the Discounted        
Value of any of the Fund's assets and/or (B) the face value of any of the       
Fund's assets if, in the case of both (ii)(A) and (ii)(B), such assets          
are either cash or securities which mature prior to or on the date of           
redemption or repurchase of Cumulative Preferred Stock or payment of            
another liability and are either U.S. Government Obligations or                 
securities which have a rating assigned by [Moody's of at least Aaa, P-1,       
VMIG-1 or MIG-1 or by S&P of at least AAA, SP-1+ or A-1+,] in both cases        
irrevocably held by the Fund's custodian bank in a segregated account or        
deposited by the Fund with the Paying Agent for the payment of the              
amounts needed to redeem or repurchase Cumulative Preferred Stock subject       
to redemption or repurchase or any of (i)(B) through (i)(D) and provided        
that in the event the Fund has repurchased Cumulative Preferred Stock at        
a price of less than the Liquidation Preference thereof and irrevocably         
segregated or deposited assets as described above with its custodian bank       
or the Paying Agent for the payment of the repurchase price the Fund may        
deduct 100% of the Liquidation Preference of such Cumulative Preferred          
Securities to be repurchased from (i) above.                                    

 "Base Amount Report" has the meaning set forth on page __ of this
Prospectus.                                                                     

"Business Day" means a day on which the New York Stock Exchange 
is open for trading and that is neither a Saturday, Sunday nor any other        
day on which banks in the City of New York are authorized by law to             
close.                                                                          

"Charter" means the Articles of Incorporation, as amended and   
supplemented (including the Articles Supplementary), of the Fund on file        
in the State Department of Assessments and Taxation of Maryland.                

 "Common Stock" means the Common Stock, par value $.001 per share,
of the Fund.                                                                    

"Cumulative Preferred Stock" means the % Cumulative Preferred   
Stock, par value $.001 per share, of the Fund.                                  

"Cure Date" has the meaning set forth on page __ of this        
Prospectus.                                                                     

"Date of Original Issue" has the meaning set forth on page __ of
this Prospectus.                                                                

"Deposit Securities" means cash, Short-Term Money Market        
Instruments and U.S. Government Obligations. Except for determining             
whether the Fund has Adjusted Assets equal to or greater than the Base          
Amount, each Deposit Security will be deemed to have a value equal to its       
principal or face amount payable at maturity plus any interest payable          
thereon after delivery of such Deposit Security but only if payable on or       
prior to the applicable payment date in advance of which the relevant           
deposit is made.                                                                

"Discounted Value" means, with respect to a Rating Agency       
Eligible Asset, the quotient of (A) in the case of non-convertible fixed        
income securities, the lower of the principal amount and the market value       
thereof or (B) in the case of any other Rating Agency Eligible Assets,          
the market value thereof, divided by the applicable Rating Agency               
Discount Factor.                                                                

"Dividend Payment Date" has the meaning set forth on page __ of 
this Prospectus.                                                                

"Dividend-Disbursing Agent" means State Street Bank and Trust   
Company and its successors or any other paying agent appointed by the           
Fund.                                                                           

"Dividend Periods" has the meaning set forth on page __ of this 
Prospectus.                                                                     

 "Fund" means The Gabelli Global Multimedia Trust Inc., a Maryland
corporation.                                                                    

"Liquidation Preference" has the meaning set forth on page __ of
this Prospectus.                                                                

"Moody's" means Moody's Investor Services, Inc.                 

"1933 Act" means The Securities Act of 1933, as amended.        

"1940 Act" means the Investment Company Act of 1940, as amended.

"Notice of Redemption" has the meaning set forth on page __ of  
this Prospectus.                                                                

"Preferred Stock" means the preferred stock, par value $.001 per
share, of the Fund, and includes the Cumulative Preferred Stock.                

"Rating Agency Discount Factor" means, with respect to a Rating 
Agency Eligible Asset specified below, the numbers set forth in the SAI         
under the heading "Rating Agency Discount Factors."                             

"Rating Agency Eligible Assets" means                           

   i. cash (including, for this purpose, receivables for
 investments sold to a counterparty whose senior debt securities
are rated at least Baa3 by the Rating Agency or a counterparty
approved by the Rating Agency and payable within five Business
Days following such Valuation Date and dividends and interest 
receivable within 70 days on investments);                    

ii.  Short-Term Money Market Instruments;         

[iii. commercial paper that is not includible as a
 Short-Term Money Market Instrument having on the Valuation Date
a rating from the Rating Agency of at least P-1 and maturing  
within 270 days;                                              

     iv. preferred stocks (A) which either (1) are issued by
 issuers whose senior debt securities are rated at least Baa1 by
  the Rating Agency or (2) are rated at least "baa3" by the Rating
  Agency (or in the event of an issuer's senior debt securities or
 preferred stock is not rated by the Rating Agency, which either
(1) are issued by an issuer whose senior debt securities are  
rated at least A by S&P or (2) are rated at least A by S&P and
for this purpose have been assigned a Rating Agency equivalent
rating of at least "baa3"), (B) of issuers which have (or, in 
the case of issuers which are special purpose corporations,   
  whose parent companies have) common stock listed on the New York
 Stock Exchange or the American Stock Exchange, (C) which have a
minimum issue size (when taken together with other of the     
  issuer's issues of similar tenor) of $50,000,000, (D) which have
  paid cash dividends consistently during the preceding three-year
period (or, in the case of new issues without a dividend      
  history, are rated at least "A1" by the Rating Agency or, if not
rated by the Rating Agency, are rated at least AA by another  
 rating agency), (E) which pay cumulative cash dividends in U.S.
dollars, (F) which are not convertible into any other class of
stock and do not have warrants attached, (G) which are not    
 issued by issuers in the transportation industry and (H) in the
 case of auction rate preferred stocks, which are rated at least
  "aa" by the Rating Agency, or if not rated by the Rating Agency,
AAA by another rating agency or are otherwise approved in     
writing by the Rating Agency and have never had a failed      
 auction; provided, however, that for this purpose the aggregate
  Market Value of the Company's holdings of any issue of preferred
stock will not be less than $500,000 nor more than $5,000,000;

   v. common stocks (A) which are traded on the New York
Stock Exchange, the American Stock Exchange or through the    
  NASDAQ system in the over-the-counter market, (B) which, if cash
dividend paying, pay cash dividends in U.S. dollars, and (C)  
which are not privately placed; provided, however, that (1)   
common stock which, while a Rating Agency Eligible Asset owned
by the Fund, ceases paying any regular cash dividend will no  
longer be considered a Rating Agency Eligible Asset until 71  
days after the date of the announcement of such cessation,    
  unless the issuer of the common stock has senior debt securities
rated at least A3 by the Rating Agency and (2) the aggregate  
Market Value of the Fund's holdings of the common stock of any
issuer will not exceed 4% in the case of utility common stock 
 and 6% in the case of non-utility common stock of the number of
  outstanding shares times the Market Value of such common stock;]

vi.  U.S. Government Obligations;                 

       [vii. corporate bonds (A) which are not privately placed,
  rated at least B3 (Caa subordinate) by the Rating Agency (or, in
the event the bond is not rated by the Rating Agency, the bond
is rated at least BB-by another rating agency and which for   
this purpose is assigned a Rating Agency equivalent rating of 
one full rating category lower), with such rating confirmed on
each Valuation Date, (B) which have a minimum issue size of at
  least (x) $100,000,000 if rated at least Baa3 or (y) $50,000,000
  if rated B or Ba3, (C) which are U.S. dollar denominated and pay
 interest in cash in U.S. dollars, (D) which are not convertible
 or exchangeable into equity of the issuing corporation and have
a maturity of not more than 30 years, (E) for which, if rated 
  below Baa3, the aggregate Market Value of the Company's holdings
do not exceed 10% of the aggregate Market Value of any        
individual issue of corporate bonds calculated at the time of 
original issuance, (F) the cash flow from which must be       
 controlled by an Indenture trustee and (G) which are not issued
in connection with a reorganization under any bankruptcy law;]

        [viii. convertible corporate bonds (A) which are issued by
issuers whose senior debt securities are rated at least B2 by 
the Rating Agency (or, in the event an issuer's senior debt   
 securities are not rated by the Rating Agency, which are issued
  by issuers whose senior debt securities are rated at least BB by
another rating agency and which for this purpose is assigned a
Rating Agency equivalent rating of one full rating category   
lower), (B) which are convertible into common stocks which are
traded on the New York Stock Exchange or the American Stock   
 Exchange or are quoted on the NASDAQ National Market System and
(C) which, if cash dividend paying, pay cash dividends in U.S.
dollars; provided, however, that once convertible corporate   
bonds have been converted into common stock, the common stock 
issued upon conversion must satisfy the criteria set forth in 
clause (v) above and other relevant criteria set forth in this
definition in order to be a Rating Agency Eligible Asset;]    

provided, however, that the Fund's investment in preferred stock, common        
stock, corporate bonds and convertible corporate bonds described above          
must be within the following diversification requirements (utilizing the        
Rating Agency industry and sub-industry categories) in order to be              
included in the Rating Agency Eligible Assets:                                  

ISSUER:                                                                         

                                                  UTILITY MAXIMUM SINGLE
RATING AGENCY RATING           NON-UTILITY            ISSUER    
   (1)(2)                     (3)(4)              (3)(4)
-----------------------------------    ------------   ----------------------    
"aaa", Aaa.........................        100%                 100%            
"aa", Aa...........................         20%                  20%            
"a", A.............................         10%                  10%            
CS/CB, "Baa", Baa(5)...............          6%                   4%            
Ba.................................          4%                   4%            
B1/B2..............................          3%                   3%            
B3 (Caa subordinate)...............          2%                  N/A            

                                                                [Download Table]


                                                   UTILITY                     
                              NON-UTILITY      MAXIMUM SINGLE                  
     RATING AGENCY              MAXIMUM              SUB-       UTILITY MAXIMUM
       RATING(1)           SINGLE INDUSTRY(3)   INDUSTRY(3)(6)  SINGLE STATE(3)
------------------------   ------------------  ---------------  ---------------
                        -                                                      
                                                                               
"aaa", Aaa..............          100%              100%            100%       
"aa", Aa................           60%               60%             20%       
"a", A..................           40%               50%          10%(7)       
CS/CB, "baa", Baa(5)....           20%               50%           7%(7)       
Ba......................           12%               12%             N/A       
B1/B2...................            8%                8%             N/A       
B3 (Caa subordinate)....            5%                5%             N/A       


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

(1)  The equivalent Rating Agency rating must be lowered one full rating        
category for preferred stocks, corporate bonds and convertible        
corporate bonds rated by S&P but not by the Rating Agency.            

(2)  Corporate bonds from issues ranging $50,000,000 to $100,000,000 are        
limited to 20% of the Rating Agency Eligible Assets.                  

(3)  The referenced percentages represent maximum cumulative totals only        
for the related the Rating Agency rating category and each lower      
Rating Agency rating category.                                        

(4)  Issuers subject to common ownership of 25% or more are considered          
as one name.                                                          

(5)  CS/CB refers to common stock and convertible corporate bonds, which        
are diversified independently from the rating level.                  

(6)  In the case of utility common stock, utility preferred stock, utility      
bonds and utility convertible bonds, the definition of industry refers
to sub-industries (electric, water, hydro power, gas, diversified).   
Investments in other sub-industries are eligible only to the extent   
that the combined sum represents a percentage position of the Rating  
Agency Eligible Assets less than or equal to the percentage limits in 
the diversification tables above.                                     

(7)  Such percentage will be 15% in the case of utilities regulated by          
California, New York and Texas.                                       

; and provided, further, that the Fund's investments in auction rate            
preferred stocks described in clause (iv) above will be included in the         
Rating Agency Eligible Assets only to the extent that the aggregate             
Market Value of such stocks does not exceed 10% of the aggregate Market         
Value of all of the Fund's investments meeting the criteria set forth in        
clauses (i) through (viii) above less the aggregate Market Value of those       
investments excluded from the Rating Agency Eligible Assets pursuant to         
the immediately preceding proviso; and                                          

        ix. no assets which are subject to any lien or irrevocably
deposited by the Fund for the payment of amounts needed to meet 
 the obligations described in clauses (i)(A) through (i)(E) of the
definition of "Base Amount" may be includible in the Rating     
Agency Eligible Assets.                                         

"Redemption Price" has the meaning set forth on page ___ of     
this Prospectus.                                                                

"SEC" means the Securities and Exchange Commission.             

  "Short-Term Money Market Instruments" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the     
Fund (or, in the case of an instrument specified by clauses (i) and (ii)        
below, on the Valuation Date), the remaining terms to maturity thereof are      
not in excess of 90 days:                                                       

(i)  U.S. Government Obligations;                 

(ii) commercial paper that is rated at the time of
purchase or acquisition and the Valuation Date at least P-1 by  
the Rating Agency and is issued by an issuer (or guaranteed or  
supported by a person or entity other than the issuer) whose    
 long-term unsecured debt obligations are rated at least Aa by the
Rating Agency;                                                  

 (iii) demand or time deposits in or certificates of
deposit of or banker's acceptances issued by (A) a depository   
institution or trust company incorporated under the laws of the 
United States of America or any state thereof or the District of
Columbia or (B) a United States branch office or agency of a    
foreign depository institution (provided that such branch office
or agency is subject to banking regulation under the laws of the
 United States, any state thereof or the District of Columbia) if,
in each case, the commercial paper, if any, and the long-term   
unsecured debt obligations (other than such obligations the     
ratings of which are based on the credit of a person or entity  
other than such depository institution or trust company) of such
depository institution or trust company at the time of purchase 
or acquisition and the Valuation Date, have [(1) credit ratings 
from the Rating Agency of at least P-1 in the case of commercial
paper and (2) credit ratings from the Rating Agency of at least 
 Aa in the case of long-term unsecured debt obligations; provided,
however, that in the case of any such investment that matures in
no more than one Business Day from the date of purchase or other
acquisition by the Fund, all of the foregoing requirements will 
be applicable except that the required long-term unsecured debt 
credit rating of such depository institution or trust company   
from the Rating Agency will be at least A2; and provided,       
further, however, that the foregoing credit rating requirements 
 will be deemed to be met with respect to a depository institution
or trust company if (1) such depository institution or trust    
company is the principal depository institution in a holding    
company system, (2) the commercial paper, if any, of such       
 depository institution or trust company is not rated below P-1 by
the Rating Agency and (3) the holding company will meet all of  
 the foregoing credit rating requirements (including the preceding
proviso in the case of investments that mature in no more than  
one Business Day from the date of purchase or other acquisition 
by the Fund);]                                                  

   [(iv) repurchase obligations with respect to any U.S.
 Government Obligation entered into with a depository institution,
 trust company or securities dealer (acting as principal) which is
rated (A) at least Aa3 if the maturity is three months or less, 
(B) at least A1 if the maturity is two months or less and (C) at
least A2 if the maturity is one month or less; and]             

        (v) Eurodollar demand or time deposits in, or certificates
of deposit of, the head office or the London branch office of a 
 depository institution or trust company meeting the credit rating
requirements of commercial paper and long-term unsecured debt   
obligations specified in clause (iii) above, provided that the  
interest receivable by the Fund will be payable in U.S. dollars 
and will not be subject to any withholding or similar taxes.    

"S&P" means Standard & Poor's Ratings Group.                    

"U.S. Government Obligations" means direct non-callable         
obligations of the United States, provided that such direct obligations         
are entitled to the full faith and credit of the United States and that         
any such obligations, other than United States Treasury Bills and U.S.          
Treasury Securities Strips, provide for the periodic payment of interest        
and the full payment of principal at maturity.                                  

"Valuation Date" means every Friday or, if such day is not a    
Business Day, the immediately preceding Business Day.                           

======================================   ===================================    
NO DEALER, SALESPERSON OR ANY OTHER                                             
PERSON HAS BEEN AUTHORIZED TO GIVE                                              
ANY INFORMATION OR TO MAKE ANY                                                  
REPRESENTATIONS OTHER THAN THOSE                                                
CONTAINED IN THE PROSPECTUS IN CON-                                             
NECTION WITH THIS OFFER CONTAINED                                               
AND, IF GIVEN OR MADE, SUCH OTHER                                               
INFORMATION OR REPRESENTATIONS                                                  
MUST NOT BE RELIED UPON AS HAVING                  120,000 SHARES               
BEEN AUTHORIZED BY THE FUND, ITS                                                
INVESTMENT ADVISER OR THE                                                       
UNDERWRITERS. THIS PROSPECTUS DOES                                              
NOT CONSTITUTE AN OFFER TO SELL OR                   THE GABELLI                
A SOLICITATION OF AN OFFER TO BUY                       GLOBAL                  
ANY SECURITIES OTHER THAN TH                    MULTIMEDIA TRUST INC.           
CUMULATIVE PREFERRED STOCK TO WHICH                                             
IT RELATES. THIS PROSPECTUS DOES                                                
NOT CONSTITUTE AN OFFER TO SELL OR                                              
A SOLICITATION OF AN OFFER TO BUY                                               
THE CUMULATIVE PREFERRED STOCK IN         ____% CUMULATIVE PREFERRED STOCK      
ANY JURISDICTION IN ANY                                                         
CIRCUMSTANCES IN WHICH IT IS                                                    
UNLAWFUL TO MAKE SUCH OFFER OR                                                  
SOLICITATION. NEITHER THE DELIVERY                  _____________               
OF THIS PROSPECTUS NOR ANY SALE                                                 
MADE HEREUNDER WILL, UNDER ANY                                                  
CIRCUMSTANCES, CREATE AN                                                        
IMPLICATION THAT THERE HAS BEEN NO                   PROSPECTUS                 
CHANGE IN THE FACTS SET FORTH IN                                                
THIS PROSPECTUS OR IN THE AFFAIRS                                               
OF THE FUND SINCE THE DATE HEREOF.                   _____, 1997                

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

TABLE OF CONTENTS                                             

                      Page            ________________________

PROSPECTUS SUMMARY............  2                                               
ORDINARY INCOME EQUIVALENT                                                      
YIELD TABLES................  8                                             
FINANCIAL HIGHLIGHTS..........  9                                               
USE OF PROCEEDS............... 10                                               
CAPITALIZATION................ 11                                               
THE FUND...................... 11                                               
INVESTMENT OBJECTIVES AND                                                       
POLICIES.................... 11             GABELLI & COMPANY, INC.         
SPECIAL INVESTMENT METHODS.....13                                               
RISK FACTORS AND SPECIAL                                                        
CONSIDERATIONS............   17                                             
MANAGEMENT OF THE FUND........ 22                                               
DIVIDEND AND DISTRIBUTION                                                       
POLICY...................... 23                                             
DESCRIPTION OF CUMULATIVE                                                       
PREFERRED STOCK............. 24                                             
DESCRIPTION OF CAPITAL                                                          
STOCK AND OTHER SECU-                                                       
RITIES ..................... 31                                             
TAXATION...................... 31                                               
CERTAIN PROVISIONS OF THE                                                       
ARTICLES OF INCORPO-                                                        
RATION AND BYLAWS........... 35                                             
CUSTODIAN, TRANSFER AGENT                                                       
AND DIVIDEND-DISBURSING                                                     
AGENT....................... 36                                             
UNDERWRITING.................. 36                                               
LEGAL MATTERS................. 37                                               
EXPERTS....................... 37                                               
ADDITIONAL INFORMATION........ 38                                               
TABLE OF CONTENTS OF SAI...... 38                                               
GLOSSARY...................... 40                                               

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

SUBJECT TO COMPLETION, DATED           , 1997                                   

THE GABELLI GLOBAL MULTIMEDIA TRUST INC.      

One Corporate Center      
Rye, New York 10580-1434      
Telephone 1-800-GABELLI (1-800-422-3554)      

STATEMENT OF ADDITIONAL INFORMATION       

_____________, 1997       

This Statement of Additional Information (the "SAI") relates to The Gabelli     
Global Multimedia Trust Inc. (the "Fund"), and is not a prospectus. This SAI    
contains additional and more detailed information and should be read in         
conjunction with the balance of the Fund's registration statement. Additional   
copies of the SAI may be obtained without charge by writing or telephoning the  
Fund at the address and telephone number set forth above.                       

TABLE OF CONTENTS       

                                                              PAGE

Investment Objectives and Policies....................................B-2       
Investment Restrictions..............................................B-10       
Management of the Fund...............................................B-12       
tHE aDVISER..........................................................B-16       
Portfolio Transactions...............................................B-17       
Taxation.............................................................B-18       
Rating Agency Discount Factors.......................................B-23       
Net Asset Value......................................................B-25       
Beneficial Owner.....................................................B-25       
Financial Statements.................................................B-25       

The prospectus dated ____________, 1997 (the "Prospectus") and  
this SAI omit certain of the information contained in the registration          
statement filed with the Securities and Exchange Commission, Washington,        
D.C. The registration statement may be obtained from the Securities and         
Exchange Commission upon payment of the fee prescribed, or inspected at         
the Securities and Exchange Commission's office at no charge.                   

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH         
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD        
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION            
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN            
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE         
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,                  
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR                 
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.                      

              INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES                                                           

The Fund's primary investment objective is long-term growth of  
capital. Income is a secondary objective. Under normal market conditions,       
the Fund will invest at least 65% of its total assets in common stock and       
other securities of companies in the telecommunications, media,                 
publishing and entertainment industries. See "Investment Objectives and         
Policies" in the Prospectus.                                                    

INVESTMENT PRACTICES                                                            

SPECIAL SITUATIONS. Subject to the Fund's policy of investing at
least 65% of its total assets in companies involved in the                      
telecommunications, media, publishing and entertainment industries, the         
Fund from time to time may invest in companies that are determined by           
Gabelli Funds, Inc. (the "Adviser") to possess "special situation"              
characteristics. In general, a special situation company is a company           
whose securities are expected to increase in value solely by reason of a        
development particularly or uniquely applicable to the company.                 
Developments that may create special situations include, among others, a        
liquidation, reorganization, recapitalization or merger, material               
litigation, technological breakthrough or new management or management          
policies. The principal risk associated with investments in special             
situation companies is that the anticipated development thought to create       
the special situation may not occur and the investment therefore may not        
appreciate in value or may decline in value.                                    

 TEMPORARY INVESTMENTS. Although under normal market conditions at
least 65% of the Fund's assets will consist of common stock and other           
securities of foreign and domestic companies involved in the telecommu-         
nications, media, publishing and entertainment industries, when a               
temporary defensive posture is believed by the Investment Adviser to be         
warranted ("temporary defensive periods"), the Fund may hold without            
limitation cash or invest its assets in money market instruments and            
repurchase agreements in respect of those instruments. The money market         
instruments in which the Fund may invest are obligations of the United          
States government, its agencies or instrumentalities ("U.S. Government          
Securities"); commercial paper rated A-1 or higher by Standard & Poor's         
Corporation ("S&P") or Prime-1 by Moody's Investors Service, Inc.               
("Moody's"); and certificates of deposit and bankers' acceptances issued        
by domestic branches of U.S. banks that are members of the Federal              
Deposit Insurance Corporation. For a description of such ratings, see           
Appendix A to the Prospectus. The Fund may also invest up to 10% of the         
market value of its total assets during temporary defensive periods in          
shares of money market mutual funds that invest primarily in U.S.               
Government Securities and repurchase agreements in respect of those             
securities. Money market mutual funds are investment companies and the          
investments by the Fund in those companies are subject to certain other         
limitations. See "Investment Restrictions." As a shareholder in a mutual        
fund, the Fund will bear its ratable share of the fund's expenses,              
including management fees, and will remain subject to payment of the fees       
to the Investment Adviser with respect to assets so invested.                   

LOWER RATED SECURITIES. The Fund may invest up to 10% of its    
total assets in fixed-income securities rated in the lower rating               
categories of recognized statistical rating agencies, such as securities        
rated "CCC" or lower by S&P or "Caa" or lower by Moody's, or non-rated          
securities of comparable quality. These debt securities are predominantly       
speculative and involve major risk exposure to adverse conditions and are       
often referred to in the financial press as "junk bonds."                       

Generally, such lower rated securities and unrated securities of
comparable quality offer a higher current yield than is offered by higher       
rated securities, but also (i) will likely have some quality and                
protective characteristics that, in the judgment of the rating                  
organizations, are outweighed by large uncertainties or major risk              
exposures to adverse conditions and (ii) are predominantly speculative          
with respect to the issuer's capacity to pay interest and repay principal       
in accordance with the terms of the obligation. The market values of            
certain of these securities also tend to be more sensitive to individual        
corporate developments and changes in economic conditions than higher           
quality bonds. In addition, such lower rated securities and comparable          
unrated securities generally present a higher degree of credit risk. The        
risk of loss due to default by these issuers is significantly greater           
because such lower rated securities and unrated securities of comparable        
quality generally are unsecured and frequently are subordinated to the          
prior payment of senior indebtedness. In light of these risks, the              
Investment Adviser, in evaluating the creditworthiness of an issue,             
whether rated or unrated, will take various factors into consideration,         
which may include, as applicable, the issuer's financial resources, its         
sensitivity to economic conditions and trends, the operating history of         
and the community support for the facility financed by the issue, the           
ability of the issuer's management and regulatory matters.                      

In addition, the market value of securities in lower rated      
categories is more volatile than that of higher quality securities, and         
the markets in which such lower rated or unrated securities are traded          
are more limited than those in which higher rated securities are traded.        
The existence of limited markets may make it more difficult for the Fund        
to obtain accurate market quotations for purposes of valuing its                
portfolio and calculating its net asset value. Moreover, the lack of a          
liquid trading market may restrict the availability of securities for the       
Fund to purchase and may also have the effect of limiting the ability of        
the Fund to sell securities at their fair market value to respond to            
changes in the economy or the financial markets.                                

Lower rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption (often a         
typical feature of fixed income securities), the Fund may have to replace       
the security with a lower yielding security, resulting in a decreased           
return for investors. Also, as the principal value of bonds moves               
inversely with movements in interest rates, in the event of rising              
interest rates the value of the securities held by the Fund may decline         
proportionately more than a portfolio consisting of higher rated                
securities. Investments in zero coupon bonds may be more speculative and        
subject to greater fluctuations in value due to changes in interest rates       
than bonds that pay interest currently.                                         

 The Fund may invest in securities of issuers in default. The Fund
will invest in securities of issuers in default only when the Investment        
Adviser believes that such issuers will honor their obligations or emerge       
from bankruptcy protection and the value of these securities will               
appreciate. By investing in securities of issuers in default, the Fund          
bears the risk that these issuers will not continue to honor their              
obligations or emerge from bankruptcy protection or that the value of the       
securities will not appreciate.                                                 

In addition to using recognized rating agencies and other       
sources, the Investment Adviser also performs its own analysis in seeking       
investments that it believes to be underrated (and thus higher-yielding)        
in light of the financial condition of the issuer. Its analysis of              
issuers may include, among other things, current and anticipated cash           
flow and borrowing requirements, value of assets in relation to                 
historical cost, strength of management, responsiveness to business             
conditions, credit standing and current anticipated results of                  
operations. In selecting investments for the Fund, the Investment Adviser       
may also consider general business conditions, anticipated changes in           
interest rates and the outlook for specific industries.                         

Subsequent to its purchase by the Fund, an issue of securities  
may cease to be rated or its rating may be reduced. In addition, it is          
possible that statistical rating agencies might not change their ratings        
of a particular issue or reflect subsequent events on a timely basis.           
Moreover, such ratings do not assess the risk of a decline in market            
value. None of these events will require the sale of the securities by          
the Fund, although the Investment Adviser will consider these events in         
determining whether the Fund should continue to hold the securities.            

The market for certain lower rated and comparable unrated       
securities has in the past experienced a major economic recession. The          
recession adversely affected the value of such securities as well as the        
ability of certain issuers of such securities to repay principal and pay        
interest thereon. The market for those securities could react in a              
similar fashion in the event of any future economic recession.                  

OPTIONS. A call option is a contract that, in return for a      
premium, gives the holder of the option the right to buy from the writer        
of the call option the security or currency underlying the option at a          
specified exercise price at any time during the term of the option. The         
writer of the call option has the obligation, upon exercise of the              
option, to deliver the underlying security or currency upon payment of          
the exercise price during the option period. A put option is the reverse        
of a call option, giving the holder the right to sell the security to the       
writer and obligating the writer to purchase the underlying security from       
the holder.                                                                     

A call option is "covered" if the Fund owns the underlying      
instrument covered by the call or has an absolute and immediate right to        
acquire that instrument without additional cash consideration (or for           
additional cash consideration held in a segregated account by its               
custodian) upon conversion or exchange of other instrument held in its          
portfolio. A call option is also covered if the Fund holds a call on the        
same instrument as the call written where the exercise price of the call        
held is (1) equal to or less than the exercise price of the call written        
or (2) greater than the exercise price of the call written if the               
difference is maintained by the Fund in cash, U.S. Government Securities        
or other high grade short-term obligations in a segregated account held         
with its custodian. A put option is "covered" if the Fund maintains cash        
or other high grade short-term obligations with a value equal to the            
exercise price in a segregated account held with its custodian, or else         
holds a put on the same instrument as the put written where the exercise        
price of the put held is equal to or greater than the exercise price of         
the put written.                                                                

If the Fund has written an option, it may terminate its         
obligation by effecting a closing purchase transaction. This is                 
accomplished by purchasing an option of the same series as the option           
previously written. However, once it has been assigned an exercise              
notice, the Fund will be able to effect a closing purchase transaction.         
Similarly, if the Fund is the holder of an option it may liquidate its          
position by effecting a closing sale transaction. This is accomplished by       
selling an option of the same series as the option previously purchased.        
There can be no assurance that a closing purchase or sale transaction can       
be effected when the Fund so desires.                                           

The Fund will realize a profit from a closing transaction if the
price of the transaction is less than the premium received from writing         
the option or is more than the premium paid to purchase the option; the         
Fund will realize a loss from a closing transaction if the price of the         
transaction is more than the premium received from writing the option or        
is less than the premium paid to purchase the option. Since call option         
prices generally reflect increases in the price of the underlying               
security, any loss resulting from the repurchase of a call option may           
also be wholly or partially offset by unrealized appreciation of the            
underlying security. Other principal factors affecting the market value         
of a put or a call option include supply and demand, interest rates, the        
current market price and price volatility of the underlying security and        
the time remaining until the expiration date. Gains and losses on               
investments in options depend, in part, on the ability of the Investment        
Adviser to predict correctly the effect of these factors. The use of            
options cannot serve as a complete hedge since the price movement of            
securities underlying the options will not necessarily follow the price         
movements of the portfolio securities subject to the hedge.                     

An option position may be closed out only on an exchange which  
provides a secondary market for an option of the same series. Although          
the Fund will generally purchase or write only those options for which          
there appears to be an active secondary market, there is no assurance           
that a liquid secondary market on an exchange will exist for any                
particular option. In such event, it might not be possible to effect            
closing transactions in particular options, so that the Fund would have         
to exercise its options in order to realize any profit and would incur          
brokerage commissions upon the exercise of call options and upon the            
subsequent disposition of underlying securities for the exercise of put         
options. If the Fund, as a covered call option writer, is unable to             
effect a closing purchase transaction in a secondary market, it will not        
be able to sell the underlying security until the option expires or it          
delivers the underlying security upon exercise or otherwise covers the          
position.                                                                       

In addition to options on securities, the Fund may also purchase
and sell call and put options on securities indexes. A stock index              
reflects in a single number the market value of many different stocks.          
Relative values are assigned to the stocks included in an index and the         
index fluctuates with changes in the market values of the stocks. The           
options give the holder the right to receive a cash settlement during the       
term of the option based on the difference between the exercise price and       
the value of the index. By writing a put or call option on a securities         
index, the Fund is obligated, in return for the premium received, to make       
delivery of this amount. The Fund may offset its position in the stock          
index options prior to expiration by entering into a closing transaction        
on an exchange or it may let the option expire unexercised.                     

The Fund also may buy or sell and call options on foreign       
currencies. A put option on a foreign currency gives the purchaser of the       
option the right to sell a foreign currency at the exercise price until         
the option expires. A call option on a foreign currency gives the               
purchaser of the option the right to purchase the currency at the               
exercise price until the option expires. Currency options traded on U.S.        
or other exchanges may be subject to position limits which may limit the        
ability of the Fund to reduce foreign currency risk using such options.         
Over-the-counter options differ from exchange-traded options in that they       
are two-party contracts with price and other terms negotiated between           
buyer and seller and generally do not have as much market liquidity as          
exchange-traded options. Over-the-counter options are illiquid                  
securities.                                                                     

Use of options on securities indexes entails the risk that      
trading in the options may be interrupted if trading in certain                 
securities included in the index is interrupted. The Fund will not              
purchase these options unless the Investment Adviser is satisfied with          
the development, depth and liquidity of the market and the Investment           
Adviser believes the options can be closed out.                                 

Price movements in the portfolio of the Fund may not correlate  
precisely with movements in the level of an index and, therefore, the use       
of options on indexes cannot serve as a complete hedge and will depend,         
in part, on the ability of the Investment Adviser to predict correctly          
movements in the direction of the stock market generally or of a                
particular industry. Because options on securities indexes require              
settlement in cash, the Investment Adviser may be forced to liquidate           
portfolio securities to meet settlement obligations.                            

The Fund has qualified, and intends to continue to qualify, as a
"regulated investment company" under the Internal Revenue Code of 1986,         
as amended (the "Code"). One requirement for such qualification is that         
the Fund must derive less than 30% of its gross income from gains from          
the sale or other disposition of securities held for less than three            
months. Therefore, the Fund may be limited in its ability to engage in          
options transactions.                                                           

Although the Investment Adviser will attempt to take appropriate
measures to minimize the risks relating to the Fund's writing of put and        
call options, there can be no assurance that the Fund will succeed in any       
optionwriting program it undertakes.                                            

 FUTURES CONTRACTS AND OPTIONS ON FUTURES. The Fund will not enter
into futures contracts or options on futures contracts unless (i) the           
aggregate initial margins and premiums do not exceed 5% of the fair             
market value of its assets and (ii) the aggregate market value of its           
outstanding futures contracts and the market value of the currencies and        
futures contracts subject to outstanding options written by the Fund, as        
the case may be, do not exceed 50% of the market value of its total             
assets. It is anticipated that these investments, if any, will be made by       
the Fund solely for the purpose of bona fide hedging against changes in         
the value of its portfolio securities and in the value of securities it         
intends to purchase. Such investments will only be made if they are             
economically appropriate to the reduction of risks involved in the              
management of the Fund. In this regard, the Fund may enter into futures         
contracts or options on futures for the purchase or sale of securities          
indices or other financial instruments including but not limited to U.S.        
Government Securities.                                                          

A "sale" of a futures contract (or a "short" futures position)  
means the assumption of a contractual obligation to deliver the assets          
underlying the contract at a specified price at a specified future time.        
A "purchaser" of a futures contract (or a "long" futures position) means        
the assumption of a contractual obligation to acquire the assets                
underlying the contract at a specified future time. Certain futures             
contracts, including stock and bond index futures, are settled on a net         
cash payment basis rather than by the sale and delivery of the assets           
underlying the futures contracts.                                               

No consideration will be paid or received by the Fund upon the  
purchase or sale of a futures contract. Initially, the Fund will be             
required to deposit with the broker an amount of cash or cash equivalents       
equal to approximately 1% to 10% of the contract amount (this amount is         
subject to change by the exchange or board of trade on which the contract       
is traded and brokers or members of such board of trade may charge a            
higher amount). This amount is known as "initial margin" and is in the          
nature of a performance bond or good faith deposit on the contract.             
Subsequent payments, known as "variation margin," to and from the broker        
will be made daily as the price of the index or security underlying the         
futures contract fluctuates. At any time prior to the expiration of a           
futures contract, the Fund may elect to close the position by taking an         
opposite position, which will operate to terminate its existing position        
in the contract.                                                                

 An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract         
at a specified exercise price at any time to the expiration of the              
option. Upon exercise of an option, the delivery of the futures position        
by the writer of the option to the holder of the option will be                 
accompanied by delivery of the accumulated balance in the writer's              
futures margin account attributable to that contract, which represents          
the amount by which the market price of the futures contract exceeds, in        
the case of a call, or is less than, in the case of a put, the exercise         
price of the option on the futures contract. The potential loss related         
to the purchase of an option on futures contracts is limited to the             
premium paid for the option (plus transaction costs). Because the value         
of the option purchased is fixed at the point of sale, there are no daily       
cash payments by the purchaser to reflect changes in the value of the           
underlying contract; however, the value of the option does change daily         
and that change would be reflected in the net assets of the Fund.               

Futures and options on futures entail certain risks, including  
but not limited to the following: no assurance that futures contracts or        
options on futures can be offset at favorable prices, possible reduction        
of the yield of the Fund due to the use of hedging, possible reduction in       
value of both the securities hedged and the hedging instrument, possible        
lack of liquidity due to daily limits on price fluctuations, imperfect          
correlation between the contracts and the securities being hedged, losses       
from investing in futures transactions that are potentially unlimited           
and the segregation requirements described below.                               

In the event the Fund sells a put option or enters into long    
futures contracts, under current interpretations of the Investment              
Company Act of 1940, as amended (the "1940 Act") an amount of cash, U.S.        
Government Securities or other high grade debt securities equal to the          
market value of the contract must be deposited and maintained in a              
segregated account with the custodian of the Fund to collateralize the          
positions, thereby ensuring that the use of the contract is unleveraged.        
For short positions in futures contracts and sales of call options, the         
Fund may establish a segregated account (not with a futures commission          
merchant or broker) with cash, U.S. Government Securities or other high         
grade debt securities that, when added to amounts deposited with a              
futures commission merchant or a broker as margin, equal the market value       
of the instruments or currency underlying the futures contract or call          
options, respectively (but are not less than the stock price of the call        
option or the market price at which the short positions were                    
established).                                                                   

Interest Rate Futures Contracts and Options Thereon. The Fund   
will purchase or sell interest rate futures contracts to take advantage         
of or to protect the Fund against fluctuations in interest rates                
affecting the value of debt securities which the Fund holds or intends to       
acquire. For example, if interest rates are expected to increase, the           
Fund might sell futures contracts on debt securities, the values of which       
historically have a high degree of positive correlation to the values of        
the Fund's portfolio securities. Such a sale would have an effect similar       
to selling an equivalent value of the Fund's portfolio securities. If           
interest rates increase, the value of the Fund's portfolio securities           
will decline, but the value of the futures contracts to the Fund will           
increase at approximately an equivalent rate thereby keeping the net            
asset value of the Fund from declining as much as it otherwise would            
have. The Fund could accomplish similar results by selling debt                 
securities with longer maturities and investing in debt securities with         
shorter maturities when interest rates are expected to increase. However,       
since the futures market may be more liquid than the cash market, the use       
of futures contracts as a risk management technique allows the Fund to          
maintain a defensive position without having to sell its portfolio              
securities.                                                                     

Similarly, the Fund may purchase interest rate futures contracts
when it is expected that interest rates may decline. The purchase of            
futures contracts for this purpose constitutes a hedge against increases        
in the price of debt securities (caused by declining interest rates)            
which the Fund intends to acquire. Since fluctuations in the value of           
appropriately selected futures contracts should approximate that of the         
debt securities that will be purchased, the Fund can take advantage of          
the anticipated rise in the cost of the debt securities without actually        
buying them. Subsequently, the Fund can make its intended purchase of the       
debt securities in the cash market and currently liquidate its futures          
position. To the extent the Fund enters into futures contracts for this         
purpose, it will maintain in a segregated asset account with the Fund's         
custodian, assets sufficient to cover the Fund's obligations with respect       
to such futures contracts, which will consist of cash or other liquid           
securities from its portfolio in an amount equal to the difference              
between the fluctuating market value of such futures contracts and the          
aggregate value of the initial margin deposited by the Fund with its            
custodian with respect to such futures contracts.                               

 The purchase of a call option on a futures contract is similar in
some respects to the purchase of a call option on an individual security.       
Depending on the pricing of the option compared to either the price of          
the futures contract upon which it is based or the price of the                 
underlying debt securities, it may or may not be less risky than                
ownership of the futures contract or underlying debt securities. As with        
the purchase of futures contracts, when the Fund is not fully invested it       
may purchase a call option on a futures contract to hedge against a             
market advance due to declining interest rates.                                 

The purchase of a put option on a futures contract is similar to
the purchase of protective put options on portfolio securities. The Fund        
will purchase a put option on a futures contract to hedge the Fund's            
portfolio against the risk of rising interest rates and consequent              
reduction in the value of portfolio securities.                                 

The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities which are              
deliverable upon exercise of the futures contract. If the futures price         
at expiration of the option is below the exercise price, the Fund will          
retain the full amount of the option premium which provides a partial           
hedge against any decline that may have occurred in the Fund's portfolio        
holdings. The writing of a put option on a futures contract constitutes a       
partial hedge against increasing prices of the securities which are             
deliverable upon exercise of the futures contract. If the futures price         
at expiration of the option is higher than the exercise price, the Fund         
will retain the full amount of the option premium which provides a              
partial hedge against any increase in the price of debt securities which        
the Fund intends to purchase. If a put or call option the Fund has              
written is exercised, the Fund will incur a loss which will be reduced by       
the amount of the premium it received. Depending on the degree of               
correlation between changes in the value of its portfolio securities and        
changes in the value of its futures positions, the Fund's losses from           
options on futures it has written may to some extent be reduced or              
increased by changes in the value of its portfolio securities.                  

 Currency Futures and Options Thereon. Generally, foreign currency
futures contracts and options thereon are similar to the interest rate          
futures contracts and options thereon discussed previously. By entering         
into currency futures and options thereon on U.S. and foreign exchanges,        
the Fund will seek to establish the rate at which it will be entitled to        
exchange U.S. dollars for another currency at a future time. By selling         
currency futures, the Fund will seek to establish the number of dollars         
it will receive at delivery for a certain amount of a foreign currency.         
In this way, whenever the Fund anticipates a decline in the value of a          
foreign currency against the U.S. dollar, the Fund can attempt to "lock         
in" the U.S. dollar value of some or all of the securities held in its          
portfolio that are denominated in that currency. By purchasing currency         
futures, the Fund can establish the number of dollars it will be required       
to pay for a specified amount of a foreign currency in a future month.          
Thus, if the Fund intends to buy securities in the future and expects the       
U.S. dollar to decline against the relevant foreign currency during the         
period before the purchase is effected, the Fund can attempt to "lock in"       
the price in U.S. dollars of the securities it intends to acquire.              

The purchase of options on currency futures will allow the Fund,
for the price of the premium and related transaction costs it must pay          
for the option, to decide whether or not to buy (in the case of a call          
option) or to sell (in the case of a put option) a futures contract at a        
specified price at any time during the period before the option expires.        
If the Adviser, in purchasing an option, has been correct in its judgment       
concerning the direction in which the price of a foreign currency would         
move as against the U.S. dollar, the Fund may exercise the option and           
thereby take a futures position to hedge against the risk it had                
correctly anticipated or close out the option position at a gain that           
will offset, to some extent, currency exchange losses otherwise suffered        
by the Fund. If exchange rates move in a way the Fund did not anticipate,       
however, the Fund will have incurred the expense of the option without          
obtaining the expected benefit; any such movement in exchange rates may         
also thereby reduce rather than enhance the Fund's profits on its               
underlying securities transactions.                                             

 SECURITIES INDEX FUTURES CONTRACTS AND OPTIONS THEREON. Purchases
or sales of securities index futures contracts are used for hedging             
purposes to attempt to protect the Fund's current or intended investments       
from broad fluctuations in stock or bond prices. For example, the Fund          
may sell securities index futures contracts in anticipation of or during        
a market decline to attempt to offset the decrease in market value of the       
Fund's securities portfolio that might otherwise result. If such decline        
occurs, the loss in value of portfolio securities may be offset, in whole       
or part, by gains on the futures position. When the Fund is not fully           
invested in the securities market and anticipates a significant market          
advance, it may purchase securities index futures contracts in order to         
gain rapid market exposure that may, in part or entirely, offset                
increases in the cost of securities that the Fund intends to purchase. As       
such purchases are made, the corresponding positions in securities index        
futures contracts will be closed out. The Fund may write put and call           
options on securities index futures contracts for hedging purposes.             

LIMITATIONS ON THE PURCHASE AND SALE OF FUTURES CONTRACTS AND   
OPTIONS ON FUTURES CONTRACTS. Subject to the guidelines of the Board of         
Directors, the Fund may engage in transactions in futures contracts and         
options hereon only for bona fide hedging, yield enhancement and risk           
management purposes, in each case in accordance with the rules and              
regulations of the CFTC, and not for speculation.                               

Regulations of the CFTC applicable to the Fund permit the Fund's
futures and options on futures transactions to include (i) bona fide            
hedging transactions without regard to the percentage of the Fund's             
assets committed to margin and option premiums, and (ii) non-hedging            
transactions, provided that the Fund not enter into such non-hedging            
transactions if, immediately thereafter, the sum of the amount of initial       
margin deposits on the Fund's existing futures positions and option             
premiums would exceed 5% of the market value of the Fund's liquidating          
value after taking into account unrealized profits and unrealized losses        
on any such transactions.                                                       

In addition, investment in future contracts and related options 
may be limited or prohibited by the applicable Rating Agency Guidelines.        

FORWARD CURRENCY EXCHANGE CONTRACTS. The Fund may engage in     
currency transactions otherwise than on futures exchanges to protect            
against future changes in the level of future currency exchange rates.          
The Fund will conduct such currency exchange transactions either on a           
spot, i.e., cash, basis at the rate then prevailing in the currency             
exchange market or on a forward basis, by entering into forward contracts       
to purchase or sell currency. A forward contract on foreign currency            
involves an obligation to purchase or sell a specific currency at a             
future date, which may be any fixed number of days agreed upon by the           
parties from the date of the contract, at a price set on the date of the        
contract. The risk of shifting of a forward currency contract will be           
substantially the same as a futures contract having similar terms. The          
Fund's dealing in forward currency exchange will be limited to hedging          
involving either specific transactions or portfolio positions.                  
Transaction hedging is the purchase or sale of forward currency with            
respect to specific receivables or payables of the Fund generally arising       
in connection with the purchase or sale of its portfolio securities and         
accruals of interest receivable and Fund expenses. Position hedging is          
the forward sale of currency with respect to portfolio security positions       
denominated or quoted in that currency or in a currency bearing a high          
degree of positive correlation to the value of that currency.                   

The Fund may not position hedge with respect to a particular    
currency for an amount greater than the aggregate market value                  
(determined at the time of making any sale of forward currency) of the          
securities held in its portfolio denominated or quoted in, or currently         
convertible into, such currency. If the Fund enters into a position             
hedging transaction, the Fund's custodian or subcustodian will place cash       
or other liquid securities in a segregated account of the Fund in an            
amount equal to the value of the Fund's total assets committed to the           
consummation of the given forward contract. If the value of the                 
securities placed in the segregated account declines, additional cash           
or securities will be placed in the account so that the value of the            
account will, at all times, equal the amount of the Fund's commitment           
with respect to the forward contract.                                           

At or before the maturity of a forward sale contract, the Fund  
may either sell a portfolio security and make delivery of the currency,         
or retain the security and offset its contractual obligations to deliver        
the currency by purchasing a second contract pursuant to which the Fund         
will obtain, on the same maturity date, the same amount of the currency         
which it is obligated to delivery. If the Fund retains the portfolio            
security and engages in an offsetting transaction, the Fund, at the time        
of execution of the offsetting transaction, will incur a gain or a loss         
to the extent that movement has occurred in forward contract prices.            
Should forward prices decline during the period between the Fund's              
entering into a forward contract for the sale of a currency and the date        
it enters into an offsetting contract for the purchase of the currency,         
the Fund will realize a gain to the extent the price of the currency it         
has agreed to purchase is less than the price of the currency it has            
agreed to sell. Should forward prices increase, the Fund will suffer a          
loss to the extent the price of the currency it has agreed to purchase          
exceeds the price of the currency it has agreed to sell. Closing out            
forward purchase contracts involves similar offsetting transactions.            

The cost to the Fund of engaging in currency transactions varies
with factors such as the currency involved, the length of the contract          
period and the market conditions then prevailing. Because forward               
transactions in currency exchange are usually conducted on a principal          
basis, no fees or commissions are involved. The use of foreign currency         
contracts does not eliminate fluctuations in the underlying prices of the       
securities, but it does establish a rate of exchange that can be achieved       
in the future. In addition, although forward currency contracts limit the       
risk of loss due to a decline in the value of the hedged currency, they         
also limit any potential gain that might result if the value of the             
currency increases.                                                             

If a decline in any currency is generally anticipated by the    
Adviser, the Fund may not be able to contract to sell the currency at a         
price above the level to which the currency is anticipated to decline.          

 WHEN ISSUED, DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS.
The Fund may enter into forward commitments for the purchase or sale of         
securities, including on a "when issued" or "delayed delivery" basis, in        
excess of customary settlement periods for the type of security involved.       
In some cases, a forward commitment may be conditioned upon the                 
occurrence of a subsequent event, such as approval and consummation of          
a merger, corporate reorganization or debt restructuring, i.e., a when,         
as and if issued security. When such transactions are negotiated, the           
price is fixed at the time of the commitment, with payment and delivery         
taking place in the future, generally a month or more after the date of         
the commitment. While it will only enter into a forward commitment with         
the intention of actually acquiring the security, the Fund may sell the         
security before the settlement date if it is deemed advisable.                  

Securities purchased under a forward commitment are subject to  
market fluctuation, and no interest (or dividends) accrues to the Fund          
prior to the settlement date. The Fund will segregate with its custodian        
cash or liquid high-grade debt securities in an aggregate amount at least       
equal to the amount of its outstanding forward commitments.                     

 SHORT SALES. The Fund may make short sales of securities. A short
sale is a transaction in which the Fund sells a security it does not own        
in anticipation that the market price of that security will decline. The        
market value of the securities sold short of any one issuer will not            
exceed either 5% of the Fund's total assets or 5% of such issuer's voting       
securities. The Fund will not make a short sale, if, after giving effect        
to such sale, the market value of all securities sold short exceeds 25%         
of the value of its assets or the Fund's aggregate short sales of a             
particular class of securities exceeds 25% of the outstanding securities        
of that class. The Fund may also make short sales "against the box"             
without respect to such limitations. In this type of short sale, at the         
time of the sale, the Fund owns, or has the immediate and unconditional         
right to acquire at no additional cost, the identical security.                 

 The Fund expects to make short sales both to obtain capital gains
from anticipated declines in securities and as a form of hedging to             
offset potential declines in long positions in the same or similar              
securities. The short sale of a security is considered a speculative            
investment technique.                                                           

When the Fund makes a short sale, it must borrow the security   
sold short and deliver it to the broker-dealer through which it made the        
short sale in order to satisfy its obligation to deliver the security           
upon conclusion of the sale. The Fund may have to pay a fee to borrow           
particular securities and is often obligated to pay over any payments           
received on such borrowed securities.                                           

The Fund's obligation to replace the borrowed security will be  
secured by collateral deposited with the broker-dealer, usually cash,           
U.S. Government Securities or other highly liquid debt securities. The          
Fund will also be required to deposit similar collateral with its               
custodian to the extent, if any, necessary so that the value of both            
collateral deposits in the aggregate is at all times equal to the greater       
of the price at which the security is sold short or 100% of the current         
market value of the security sold short. Depending on arrangements made         
with the broker-dealer from which it borrowed the security regarding            
payment over of any payments received by the Fund on such security, the         
Fund may not receive any payments (including interest) on its collateral        
deposited with such broker-dealer. If the price of the security sold            
short increases between the time of the short sale and the time the Fund        
replaces the borrowed security, the Fund will incur a loss; conversely,         
if the price declines, the Fund will realize a capital gain. Any gain           
will be decreased, any loss increased, by the transaction costs described       
above. Although the Fund's gain is limited to the price at which it sold        
the security short, its potential loss is theoretically unlimited.              

To secure its obligations to deliver the securities sold short, 
the Fund will deposit in escrow in a separate account with its custodian,       
State Street Bank and Trust Company ("State Street"), an amount at least        
equal to the securities sold short or securities convertible into, or           
exchangeable for, the securities. The Fund may close out a short position       
by purchasing and delivering an equal amount of securities sold short,          
rather than by delivering securities already held by the Fund, because          
the Fund may want to continue to receive interest and dividend payments         
on securities in its portfolio that are convertible into the securities         
sold short.                                                                     

INVESTMENT RESTRICTIONS       

The Fund operates under the following restrictions that         
constitute fundamental policies that cannot be changed without the              
affirmative vote of the holders of a majority of the outstanding voting         
securities of the Fund (as defined in the 1940 Act). All percentage             
limitations set forth below apply immediately after a purchase or initial       
investment and any subsequent change in any applicable percentage               
resulting from market fluctuations does not require elimination of any          
security from the portfolio. The Fund may not:                                  

        1. Invest 25% or more of its total assets, taken at market
value at the time of each investment, in the securities of      
issuers in any particular industry other than the               
telecommunications, media, publishing and entertainment         
industries. This restriction does not apply to investments in   
U.S. Government Securities.                                     

   2. Purchase securities of other investment companies,
 except in connection with a merger, consolidation, acquisition or
 reorganization, if more than 10% of the market value of the total
assets of the Fund would be invested in securities of other     
investment companies, more than 5% of the market value of the   
total assets of the Fund would be invested in the securities of 
any one investment company or the Fund would own more than 3% of
any other investment company's securities; provided, however,   
this restriction shall not apply to securities of any investment
 company organized by the Fund that are to be distributed pro rata
as a dividend to its shareholders.                              

    3. Purchase or sell commodities or commodity contracts
except that the Fund may purchase or sell futures contracts and 
related options thereon if immediately thereafter (i) no more   
than 5% of its total assets are invested in margins and premiums
and (ii) the aggregate market value of its outstanding futures  
contracts and market value of the currencies and futures        
contracts subject to outstanding options written by the Fund do 
not exceed 50% of the market value of its total assets. The Fund
may not purchase or sell real estate, provided that the Fund may
invest in securities secured by real estate or interests therein
or issued by companies which invest in real estate or interests 
therein.                                                        

        4. Purchase any securities on margin, except that the Fund
may obtain such short-term credit as may be necessary for the   
clearance of purchases and sales of portfolio securities.       

 5. Make loans of money, except by the purchase of a
portion of publicly distributed debt obligations in which the   
Fund may invest, and repurchase agreements with respect to those
obligations, consistent with its investment objectives and      
policies. The Fund reserves the authority to make loans of its  
portfolio securities to financial intermediaries in an aggregate
 amount not exceeding 20% of its total assets. Any such loans will
only be made upon approval of, and subject to any conditions    
imposed by, the Board of Directors of the Fund. Because these   
loans would at all times be fully collateralized, the risk of   
loss in the event of default of the borrower should be slight.  

   6. 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 shares. See "Common Stock -- Repurchase of    
Shares" in the Prospectus. 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.   

        7. Issue senior securities, except to the extent permitted
by applicable law.*                                             

      8. Underwrite securities of other issuers except insofar
 as the Fund may be deemed an underwriter under the Securities Act
of 1933, as amended, in selling portfolio securities; provided, 
however, this restriction shall not apply to securities of any  
investment company organized by the Fund that are to be         
distributed pro rata as a dividend to its shareholders.         

     9. Invest more than 15% of its total assets in illiquid
securities, such as repurchase agreements with maturities in    
excess of seven days, or securities that at the time of purchase
have legal or contractual restrictions on resale.               

------------------                                                              
*      The Fund currently is prohibited from issuing senior securities          
but is allowed to mortgage or pledge securities in connection     
with permissible borrowings. At an annual meeting of              
shareholders to be held on May 12, 1997, the Fund shareholders    
will be asked to approve a proposal to revise this investment     
restriction to limit the issuance of senior securities based on   
applicable law.                                                   

MANAGEMENT OF THE FUND      

DIRECTORS AND OFFICERS                                                          

 Overall responsibility for management and supervision of the Fund
rests with its Board of Directors. The Board of Directors approves all          
significant agreements between the Fund and the companies that furnish          
the Fund with services, including agreements with the Investment Adviser,       
the Fund's custodian and the Fund's transfer agent. The day-to-day              
operations of the Fund are delegated to the Investment Adviser.                 

The names and business addresses of the Directors and principal 
officers of the Fund are set forth in the following table, together with        
their positions and their principal occupations during the past five            
years and their affiliations, if any, with the Adviser or the                   
Administrator. Directors who are "interested persons" of the Fund, as           
defined by the 1940 Act, are indicated by an asterisk.                          

As of March 31, 1997 the Directors and Officers of the Fund as a
group beneficially owned 791,473 shares of the Fund equaling 1.70% of the       
Fund's outstanding shares.                                                      

                                                        [Enlarge/Download Table]


                                                                                              
                                  Position with        Principal Occupation During Past Five  
Name and Business Address         the Fund             Years (Age)                            

Dr. Thomas E. Bratter              Director            Director, President and Founder, The   
One Corporate Center                                   John Dewey Academy (residential college
Rye, New York 10580-1434                               preparatory therapeutic high           
                                                       school).  Director of one other        
                                                       registered investment company advised  
                                                       by the Investment Adviser.  Dr. Bratter
                                                       is 56 years old.  (10)                 

Bill Callaghan                     Director            President of Bill Callaghan Associates 
One Corporate Center                                   Ltd., an executive search company.     
Rye, New York 10580-1434                               Director of two other registered       
                                                       investment companies advised by the    
                                                       Investment Adviser.  Mr. Callaghan is  
                                                       53 years old.  (3)(10)                 

Felix J. Christiana                Director            Retired; formerly Senior Vice President
One Corporate Center                                   of Dollar Dry Dock Savings Bank.       
Rye, New York 10580-1434                               Director/ Trustee of seven other       
                                                       registered investment companies advised
                                                       by the Investment Adviser or its       
                                                       affiliates. Mr. Christiana is 71 years 
                                                       old.  (1)(2)(3)(4)(5)(8)(10)(13)       

James P. Conn                      Director            Managing Director of Financial Security
One Corporate Center                                   Assurance since 1992; Director of      
Rye, New York 10580-1434                               Santa Anita Realty Enterprises, Inc.   
                                                       since 1995; Director of Santa Anita    
                                                       Operating Company since 1995; President
                                                       and Chief Executive Officer of Bay     
                                                       Meadows Operating Company from 1988    
                                                       through 1992.  Director/Trustee of     
                                                       three other registered investment      
                                                       companies advised by the Investment    
                                                       Adviser.  Mr. Conn is 59 years old.    
                                                       (1)(2)(10)(14)                         

Mario J. Gabelli*                  Chairman of the     Chairman of the Board; Chief Executive 
One Corporate Center               Board, President    Officer and Chief Investment Officer   
Rye, New York 10580-1434           and Chief           of the Investment Adviser; Chairman    
                                   Investment Offi-    of the Board and Chief Executive       
                                   cer                 Officer of GAMCO Investors, Inc.;      
                                                       Chairman of the Board and Chief Execu- 
                                                       tive Officer of Lynch Corporation;     
                                                       Director and Adviser of Gabelli        
                                                       International Ltd.; Director/Trustee   
                                                       of ten other registered investment     
                                                       companies advised by the Investment    
                                                       Adviser or its affiliates.  Mr. Gabelli
                                                       is 54 years old.                       
                                                       (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)

Karl Otto Pohl*                    Director            Partner of Sal Oppenheim Jr. & Cie     
One Corporate Center                                   (private investment bank); President of
Rye, New York 10580-1434                               the Deutsche Bundesbank and Chairman of
                                                       its Central Bank Council from 1980     
                                                       through 1991; Currently Board Member   
                                                       of Zurich Versicherungs--              
                                                       Gesellschaft (Insurance); the          
                                                       International Council for JP Morgan    
                                                       & Co.; Supervisory Board Member of     
                                                       Royal Dutch; ROBECo/o Group; and       
                                                       Advisory Director of Unilever N.V.     
                                                       and Unilever Deutschland; German       
                                                       Governor of The International          
                                                       Monetary Fund (1980-1991); Board       
                                                       Member, Bank for International         
                                                       Settlements (1980-1991); and Chair-    
                                                       man of the European Economic           
                                                       Community Central Bank Governors       
                                                       (1990-1991); Director/Trustee of       
                                                       thirteen other registered invest-      
                                                       ment companies advised by the          
                                                       Investment Adviser. Mr. Pohl is 67     
                                                       years old. (1)(2)(3)(4)(5)(6)          
                                                       (7)(8)(9)(10)(11)(12)                  

Anthony R. Pustorino               Director            Certified Public Accountant.  Professor
One Corporate Center                                   of Accounting, Pace University since   
Rye, New York 10580-1434                               1965; Director, President and          
                                                       shareholder of Pustorino, Puglisi &    
                                                       Co., P.C., certified public accoun-    
                                                       tants, from 1961 to 1990;              
                                                       Director/Trustee of eight other        
                                                       registered investment companies advised
                                                       by the Investment Adviser.  Mr.        
                                                       Pustorino is 71 years old.             
                                                       (1)(2)(3)(4)(5)(10) (11)(12)           

Salvatore J. Zizza*                Director            President and Chief Executive Officer  
The Lehigh Group, Inc.                                 of The Lehigh Group, Inc. (an          
810 Seventh Avenue, 27th Floor                         electrical supply wholesaler); Chairman
New York, New York 10019                               of the Executive Committee and         
                                                       Director of Binnings Buildings         
                                                       Products, Inc.; Director/Trustee of    
                                                       three other registered investment      
                                                       companies advised by the Investment    
                                                       Adviser.  Mr. Zizza is 49 years old.   
                                                       (1)(4)(10)                             

Bruce N. Alpert                    Vice President      Vice President and Chief Financial and 
One Corporate Center               and Treasurer       Administrative Officer of the          
Rye, New York 10580-1434                               investment advisory division of the    
                                                       Investment Adviser since June 1988;    
                                                       Chief Operating Officer, Vice          
                                                       President and Treasurer of The         
                                                       Gabelli Value Fund Inc. since          
                                                       September 1989; President and          
                                                       Treasurer of The Gabelli Asset Fund    
                                                       and The Gabelli Growth Fund; Vice      
                                                       President and Treasurer of all other   
                                                       registered investment companies        
                                                       advised by the Investment Adviser.     
                                                       Mr. Alpert is 45 years old.            

James E. McKee                     Secretary           Vice President and General Counsel of  
One Corporate Center                                   Gabelli Funds, Inc.; General Counsel of
Rye, New York 10580-1434                               Gamco Investors, Inc.; Secretary of    
                                                       all Funds advised by Gabelli Funds,    
                                                       Inc. and Teton Advisers LLC; Branch    
                                                       Chief U.S. Securities and Exchange     
                                                       Commission - Northeast Regional Office,
                                                       1992-1993; Staff Attorney, U.S.        
                                                       Securities and Exchange Commission -   
                                                       Northeast Regional Office, 1989-1992.  
                                                       Mr. McKee is 33 years old.             

Douglas Neviera                    Assistant Vice      Assistant Vice President of The Gabelli
One Corporate Center               President           Convertible Securities Fund, Inc.;     
Rye, New York 10580-1434                               Client Services Representative of      
                                                       Gabelli & Company, Inc. until 1995.    
                                                       Senior Analyst for Putnam Investments  
                                                       from 1991 to 1994.  Master of Science  
                                                       in Finance student at Boston College   
                                                       from 1993 to 1994.  Mr. Neviera is 27  
                                                       years old.                             

---------------                                                                               
*   "Interested person" of the Fund, as defined in the 1940 Act.  Mr.                         
    Gabelli is an "interested person" of the Fund as a result of his                          
    employment as an officer of the Fund and the Investment Adviser. Mr.                      
    Gabelli is also a registered representative of an affiliated                              
    broker-dealer. Mr. Pohl receives fees from the Investment Adviser but                     
    has no obligation to provide any services to it. Although this                            
    relationship does not appear to require designation of Mr. Pohl as an                     
    "interested person," the Fund is currently making such designation in                     
    order to avoid the possibility that Mr. Pohl's independence would be                      
    questioned. Mr. Zizza may be an "interested person" as a result of                        
    his association with Binnings Building Products, Inc., an entity                          
    controlled by GLI, Inc., an affiliate of the Investment Adviser.                          

                                                        [Enlarge/Download Table]

                                                                                     

(1) Trustee of The Gabelli Asset Fund   (8)  Director of Gabelli Series Funds, Inc.  
(2) Trustee of The Gabelli Growth Fund  (9)  Director of Gabelli Gold Fund, Inc.     
(3) Director of The Gabelli Value Fund  (10) Director of The Gabelli Equity Trust    
     Inc.                                                                            
(4) Director of The Gabelli Convertible (11) Director of Gabelli Capital             
      Securities Series Funds, Inc.                                                  
(5) Director of Gabelli Equity Series   (12) Director of Gabelli International Growth
     Funds, Inc.                               Fund, Inc.                            
(6) Trustee of The Gabelli Money        (13) Trustee of The Treasurer's Fund, Inc.   
     Market Funds                       (14) Trustee of the Westwood Funds           
(7) Director of Gabelli Investor                                                     
     Funds, Inc.                                                                     

The Board of Directors of the fund are divided into three       
classes, with a class having a term of no more than three years. Each           
year the term of office of one class of directors expires. See "Certain         
Provisions of the Articles of Incorporation and By-Laws of the Fund" in         
the Prospectus.                                                                 

REMUNERATION OF DIRECTORS AND OFFICERS                                          

The Fund pays each Director who is not affiliated with the      
Investment Adviser or its affiliates a fee of $3,000 per year plus $500         
per Directors' meeting attended, together with each Director's actual           
out-of-pocket expenses relating to attendance at such meetings. In              
addition, if net assets of the Fund equal or exceed $500 million, each          
such non-interested Director will receive a fee of $500 per committee           
meeting attended and a fee of $500 per annum if the Director serves as          
chair of a committee of the Fund's Board of Directors. The aggregate            
remuneration accrued by the Fund during the year ended December 31, 1996        
amounted to $37,354.                                                            

The following table shows certain compensation information for  
the Directors of the Fund for the current year ending December 31, 1996.        
None of the Fund's executive officers and Directors who are also officers       
or directors of the Investment Adviser will receive any compensation from       
the Fund for such period.                                                       

                                     Total Estimated
                                       Compensation From
           Estimated Aggregate     Fund and Fund
Name of Director            Compensation from      Complex Paid to              
Directors*                        Fund                                          

Mario J. Gabelli                     $0                 $0.(12)                 

Dr. Thomas E. Bratter            $5,000             $20,500.(3)                 

Bill Callaghan                   $5,000            $34,500.(11)                 

Felix J. Christiana              $5,000             $74,000.(5)                 

James P. Conn                    $5,000             $36,500.(5)                 

Karl Otto Pohl                   $4,500            $77,750.(16)                 

Anthony R. Pustorino             $5,000             $84,500.(9)                 

Salvatore J. Zizza               $5,000             $42,500.(5)                 

----------------------                                                          
*   Represents the total compensation paid to such persons during the           
calendar year ended December 31, 1996 by investment companies           
(including the Fund) from which such person receives compensation       
that are considered part of the same fund complex as the Trust          
because they have common or affiliated investment advisers.             

LIMITATION OF OFFICERS' AND DIRECTORS' LIABILITY                                

The By-Laws of the Fund provide that the Fund will indemnify its
Directors and officers and may indemnify its employees or agents against        
liabilities and expenses incurred in connection with litigation in which        
they may be involved because of their offices with the Fund, to the             
fullest extent permitted by law. In addition, the Articles of                   
Incorporation of the Fund provide that the Fund's Directors and officers        
will not be liable to shareholders for money damages, except in limited         
instances. However, nothing in the Articles of Incorporation or the             
By-Laws protects or indemnifies a Director, officer, employee or agent of       
the Fund against any liability to which such person would otherwise be          
subject in the event of such person's active or deliberate dishonesty           
which is material to the cause of action or to the extent that the person       
received an improper benefit or profit in money, property or services to        
the extent of such money, property or services. In addition,                    
indemnification is not permitted for any act or omission committed in bad       
faith which is material to the cause of action or, with respect to any          
criminal proceeding, if the person had reasonable cause to believe that         
the act or omission was unlawful. In addition, indemnification may not be       
provided in respect of any proceeding in which the person had been              
adjudged to be liable to the Fund.                                              

THE ADVISER       

 Pursuant to an Advisory Agreement (the "Advisory Agreement"), the
Investment Adviser manages the portfolio of the Fund in accordance with         
its stated investment objectives and policies, makes investment decisions       
for the Fund, places orders to purchase and sell securities on behalf of        
the Fund and manages its other business and affairs, all subject to the         
supervision and direction of the Fund's Board of Directors. In addition,        
under the Advisory Agreement, the Investment Adviser oversees the               
administration of all aspects of the Fund's business and affairs and            
provides, or arranges for others to provide, at the Investment Adviser's        
expense, certain enumerated services, including maintaining the Fund's          
books and records, preparing reports to the Fund's shareholders and             
supervising the calculation of the net asset value of its shares. All           
expenses of computing the net asset value of the Fund, including any            
equipment or services obtained solely for the purpose of pricing shares         
or valuing its investment portfolio, will be an expense of the Fund under       
its Advisory Agreement. The expenses of computing the net asset value of        
the Fund are anticipated to be approximately $50,000 per year.                  

The Advisory Agreement combines investment advisory and         
administrative responsibilities in one agreement. The Investment Adviser        
has in turn retained First Data Investor Services, 53 State Street,             
Boston, MA 02109-2873, to act as sub-administrator to the Fund. See             
"Management of the Fund -- Administrator" in the Prospectus.                    

For services rendered by the Investment Adviser on behalf of the
Fund under the Advisory Agreement, the Fund pays the Investment Adviser a       
fee computed daily and paid monthly at the annual rate of 1.00% of the          
average weekly net assets of the Fund. The fees payable under the               
Advisory Agreement are higher than the fees payable by most registered          
investment companies. Notwithstanding the foregoing, the Adviser will           
waive the portion of its investment advisory fee attributable to an             
amount of assets of the Fund equal to the aggregate liquidation                 
preference of the Cumulative Preferred Stock for any calendar year in           
which the total return of the Fund, including distributions and the             
advisory fee subject to potential waiver, allocable to common stock is          
less than the stated dividend rate of the Cumulative Preferred Stock.           

The Advisory Agreement provides that in the absence of willful  
misfeasance, bad faith, gross negligence or reckless disregard for its          
obligations and duties thereunder, the Investment Adviser is not liable         
for any error or judgment or mistake of law or for any loss suffered by         
the Fund. As part of the Advisory Agreement, the Fund has agreed that the       
name "Gabelli" is the Investment Adviser's property, and that in the            
event the Investment Adviser ceases to act as an investment adviser to          
the Fund, the Fund will change its name to one not including the word           
"Gabelli."                                                                      

The Investment Advisory Agreement was approved by the Board     
of Directors on at a meeting held on October 3, 1994 and was                    
approved most recently by the Board of Directors on August 21, 1996. The        
Investment Advisory Agreement is terminable without penalty by the Fund         
on not more than sixty days' written notice when authorized by the Board        
of Directors of the Fund, by the holders of a majority of the outstanding       
voting securities of the Fund, as defined in the 1940 Act, or by the            
Adviser. The Investment Advisory Agreement will automatically terminate         
in the event of its assignment, as defined in the 1940 Act. The                 
Investment Advisory Agreement provides that, unless terminated, it will         
remain in effect so long as continuance of the Investment Advisory              
Agreement is approved annually by the Board of Directors of the Fund, or        
the shareholders of the Fund and in either case, by a majority vote of          
the Directors who are not parties to the Investment Advisory Contract or        
"interested persons" as defined in the 1940 Act of any such person cast         
in person at a meeting called specifically for the purpose of voting on         
the continuance of the Investment Advisory Agreement.                           

For each of the years ended December 31, 1994, December 31, 1995
and December 31, 1996, the Investment Adviser was paid $83,054, $742,302        
and $947,427, respectively, for advisory and administrative services            
rendered to the Fund.                                                           

FOREIGN CUSTODIAL ARRANGEMENTS                                                  

Rules adopted under the 1940 Act permit the Fund to maintain its
foreign securities in the custody of certain eligible foreign banks and         
securities depositories. Pursuant to those rules, any foreign securities        
in the portfolio of the Fund may be held by subcustodians approved by the       
Directors of the Fund in accordance with the regulations of the                 
Commission.                                                                     

 Selection of any such subcustodians will be made by the Directors
of the Fund following a consideration of a number of factors, including         
but not limited to the reliability and financial stability of the               
institution, the ability of the institution to perform capably custodial        
services for the Fund, the reputation of the institution in its national        
market, the political and economic stability of the country or countries        
in which the subcustodians are located, and risks of potential                  
nationalization or expropriation of assets of the Fund. In addition, the        
1940 Act requires that certain foreign subcustodians, among other things,       
have shareholders' equity in excess of $200 million, have no lien on the        
Fund's assets and maintain adequate and accessible records.                     

PORTFOLIO TRANSACTIONS      

Subject to policies established by the Board of Directors of the
Fund, the Investment Adviser is responsible for placing purchase and sale       
orders and the allocation of brokerage on behalf of the Fund.                   
Transactions in equity securities are in most cases effected on U.S.            
stock exchanges and involve the payment of negotiated brokerage                 
commissions. In general, there may be no stated commission in the case of       
certain debt securities and securities traded in over-the-counter               
markets, but the prices of those securities may include undisclosed             
commissions or mark-ups. Principal transactions are not entered into with       
affiliates of the Fund. However, Gabelli & Company, Inc. ("Gabelli &            
Company") may execute transactions in the over-the-counter markets on an        
agency basis and receive a stated commission therefrom. To the extent           
consistent with applicable provisions of the 1940 Act and the rules and         
exemptions adopted by the Commission thereunder, as well as other               
regulatory requirements, the Fund's Board of Directors have determined          
that portfolio transactions may be executed through Gabelli & Company and       
its broker-dealer affiliates if, in the judgment of the Investment              
Adviser, the use of those broker-dealers is likely to result in price and       
execution at least as favorable as those of other qualified                     
broker-dealers, and if, in particular transactions, those broker-dealers        
charge the Fund a rate consistent with that charged to comparable               
unaffiliated customers in similar transactions. The Fund has no                 
obligation to deal with any broker or group of brokers in executing             
transactions in portfolio securities. In executing transactions, the            
Investment Adviser seeks to obtain the best price and execution for the         
Fund, taking into account such factors as the price, size of order,             
difficulty of execution and operational facilities of the firm involved         
and the firm's risk in positioning a block of securities. While the             
Investment Adviser generally seeks reasonably competitive commission            
rates, the Fund does not necessarily pay the lowest commission available.       

For the fiscal years ended December 31, 1994, December 31, 1995 
and December 31, 1996, the Fund paid a total of $17,027, $109,262,              
$64,107, respectively, in brokerage commissions, of which Gabelli &             
Company received $2,595, $13,690 and $17,653, respectively.                     

Subject to obtaining the best price and execution, brokers who  
provide supplemental research, market and statistical information to the        
Investment Adviser or its affiliates may receive orders for transactions        
by the Fund. The term "research, market and statistical information"            
includes advice as to the value of securities, and advisability of              
investing in, purchasing or selling securities, and the availability of         
securities or purchasers or sellers of securities, and furnishing               
analyses and reports concerning issues, industries, securities, economic        
factors and trends, portfolio strategy and the performance of accounts.         
Information so received will be in addition to and not in lieu of the           
services required to be performed by the Investment Adviser under the           
Advisory Agreement and the expenses of the Investment Adviser will not          
necessarily be reduced as a result of the receipt of such supplemental          
information. Such information may be useful to the Investment Adviser and       
its affiliates in providing services to clients other than the Fund, and        
not all such information is used by the Investment Adviser in connection        
with the Fund. Conversely, such information provided to the Investment          
Adviser and its affiliates by brokers and dealers through whom other            
clients of the Investment Adviser and its affiliates effect securities          
transactions may be useful to the Investment Adviser in providing               
services to the Fund.                                                           

 Although investment decisions for the Fund are made independently
from those of the other accounts managed by the Investment Adviser and          
its affiliates, investments of the kind made by the Fund may also be made       
by those other accounts. When the same securities are purchased for or          
sold by the Fund and any of such other accounts, it is the policy of the        
Investment Adviser and its affiliates to allocate such purchases and            
sales in the manner deemed fair and equitable to all of the accounts,           
including the Fund.                                                             

PORTFOLIO TURNOVER                                                              

The Fund's portfolio turnover rate for the period from November 
15, 1994 (commencement of the Fund's operations) through December 31,           
1996 was 0%. Portfolio turnover rate is calculated by dividing the lesser       
of the Fund's annual sales or purchases of portfolio securities by the          
monthly average value of securities in its portfolio during the year,           
excluding portfolio securities the maturities of which at the time of           
acquisition were one year or less. The ability of the Fund to enter into        
certain short-term transactions will be limited by the requirement that         
certain gains on securities may not exceed 30% of its annual gross income       
for federal income tax purposes. However, portfolio turnover will not           
otherwise be a limiting factor in making investment decisions for the           
Fund. A high rate of portfolio turnover involves correspondingly greater        
brokerage commission expense than a lower rate, which expense must be           
borne by the Fund and its shareholders.                                         

TAXATION      

 The following discussion is a brief summary of certain additional
tax considerations affecting the Fund and its shareholders. No attempt is       
made to present a detailed explanation of all U.S. Federal, state, local        
and foreign tax concerns, and the discussions set forth here and in the         
Prospectus do not constitute tax advice. Investors are urged to consult         
their own tax advisers with any specific questions relating to federal,         
state, local and foreign taxes. The discussion reflects applicable tax          
laws of the United States as of the date of this SAI, which tax laws may        
be changed or subject to new interpretations by the courts or the               
Internal Revenue Service retroactively or prospectively.                        

GENERAL                                                                         

The Fund has qualified as and intends to continue to qualify as 
and elect to be a regulated investment company (a "RIC") under Subchapter       
M of the Code. If it so qualifies, the Fund will not be subject to U.S.         
Federal income tax on the portion of its net investment income (i.e., its       
investment company taxable income as defined in the Code) and its net           
capital gain (i.e., the excess of its net realized long-term capital            
gains over its net realized short-term capital losses) which it                 
distributes to its shareholders in each taxable year., provided that it         
distributes to its shareholders at least 90% of its net investment income       
for such taxable year.                                                          

Qualification as a RIC requires, among other things, that the   
Fund: (a) derive at least 90% of its gross income in each taxable year          
from dividends, interest, payments with respect to securities loans,            
gains from the sale or other disposition of stock or securities, foreign        
currencies or other income (including gains from options, futures or            
forward contracts) derived with respect to its business of investing in         
stock, securities or currencies; (b) derive less than 30% of its gross          
income in each taxable year from the sale or other disposition of any of        
the following held for less than three months: stock, securities,               
options, futures, certain forward contracts, or foreign currencies (or          
any options, futures or forward contracts on foreign currencies) but only       
if such currencies are not directly related to the Fund's principal             
business of investing in stock or securities (the "30% limitation"); and        
(c) diversify its holdings so that, at the end of each quarter of each          
taxable year, (i) at least 50% of the market value of the Fund's assets         
is represented by cash, cash items, U.S. government securities,                 
securities of other RICs and other securities with such other securities        
limited, in respect of any one issuer, to an amount not greater than 5%         
of the value of the Fund's assets and 10% of the outstanding voting             
securities of such issuer, and (ii) not more than 25% of the value of its       
assets is invested in the securities of any one issuer (other than U.S.         
government securities or the securities of other RICs).                         

TAXATION OF THE FUND                                                            

If the Fund were unable to satisfy the 90% distribution         
requirement or otherwise were to fail to qualify to be taxed as a RIC in        
any year, it would be subject to tax in such year on all of its taxable         
income, whether or not the Fund made any distributions. To qualify again        
to be taxed as a RIC in a subsequent year, the Fund would be required to        
distribute to Cumulative Preferred Shareholders and Common Shareholders         
as an net investment income dividend, its earnings and profits                  
attributable to non-RIC years reduced by an interest charge on 50% of           
such earnings and profits payable by the Fund to the IRS. In addition, if       
the Fund failed to qualify as a RIC for a period greater than one taxable       
year, then the Fund would be required to recognize and pay tax on any net       
built-in gains (the excess of aggregate gains, including items of income,       
over aggregate losses that would have been realized if the Fund had been        
liquidated) in order to qualify as a RIC in a subsequent year.                  

Under the Code, amounts not distributed by a RIC on a timely    
basis in accordance with a calendar year distribution requirement are           
subject to a 4% excise tax. To avoid the tax, the Fund must distribute          
during each calendar year, an amount equal to, at the minimum, the sum of       
(1) 98% of its net investment income (not taking into account any capital       
gains or losses) for the calendar year, (2) 98% of its net capital gains        
for the calendar year (unless an election is made by a fund with a              
November or December year-end to use the fund's fiscal year), and (3) all       
net investment income and net capital gain for previous years that were         
not previously distributed. A distribution will be treated as paid              
during the calendar year if it is paid during the calendar year or              
declared by the Fund in October, November or December of the year,              
payable to shareholders of record on a date during such month and paid by       
the Fund during January of the following year. Any such distributions           
paid during January of the following year will be deemed to be received         
on December 31 of the year the distributions are declared, rather than          
when the distributions are received. While the Fund intends to distribute       
its ordinary income and capital gains in the manner necessary to minimize       
imposition of the 4% excise tax, there can be no assurance that                 
sufficient amounts of the Fund's taxable income and capital gains will be       
distributed to avoid entirely the imposition of the tax. In such event,         
the Fund will be liable for the tax only on the amount by which it does         
not meet the foregoing distribution requirements.                               

Gains or losses on the sales of securities by the Fund will be  
long-term capital gains or losses if the securities have been held by the       
Fund for more than twelve months. Gains or losses on the sale of                
securities held for twelve months or less will be short-term capital            
gains or losses.                                                                

Foreign currency gains or losses on non-U.S. dollar denominated 
bonds and other similar debt instruments and on any non-U.S. dollar             
denominated futures contracts, options and forward contracts that are not       
section 1256 contracts (as defined below) generally will be treated as          
net investment income and loss.                                                 

If the Fund invests in stock of a passive foreign investment    
company ("PFIC"), the Fund may be subject to Federal income tax on a            
portion of any "excess distribution" with respect to, or gain from the          
disposition of, such stock. The tax would be determined by allocating           
such distribution or gain ratably to each day of the Fund's holding             
period for the stock. The amount so allocated to any taxable year of the        
Fund prior to the taxable year in which the excess distribution or              
disposition occurs would be taxed to the Fund at the highest marginal           
income tax rate in effect for the year to which it was allocated, and the       
tax would be further increased by an interest charge. The amount                
allocated to the taxable year of the distribution or disposition would be       
included in the Fund's net investment income and, accordingly, would not        
be taxable to the Fund to the extent distributed by the Fund as a               
dividend to shareholders.                                                       

If the Fund invests in stock of a PFIC, the Fund may be able to 
elect to be a "qualified electing fund," in lieu of being taxable in the        
manner described in the above paragraph and to include annually in income       
its pro rata share of the ordinary earnings and net capital gain (whether       
or not distributed) of the PFIC. In order to make this election, the Fund       
would be required to obtain annual information from the PFICs in which it       
invests, which may be difficult to obtain. [Alternatively, under proposed       
regulations not currently in effect, the Fund may be able to elect to           
mark to market its PFIC stock, resulting in the stock being treated as          
sold at fair market value on the last business day of each taxable year.        
Any resulting gain would be reported as net investment income, and any          
resulting loss would not be recognized.]                                        

 The Fund may invest in securities purchased at a discount and may
therefore cause the Fund to accrue income before amounts due under the          
obligation are paid. The Fund may invest in securities rated in the             
medium to lower rating categories of nationally recognized rating               
organizations, and in unrated securities ("high yield securities"). A           
portion of the interest payments on such high yield securities may be           
treated as dividends for Federal income tax purposes.                           

As a result of investing in stock of PFICs or securities        
purchased at a discount or any other investment that produces income that       
is not matched by a corresponding cash distribution to the Fund, the Fund       
could be required to include in current income, income it has not yet           
received. Any such income would be treated as income earned by the Fund         
and therefore would be subject to the distribution requirements of the          
Code. This might prevent the Fund from distributing 90% of its net              
investment income, as is required in order to avoid Fund-level taxation         
on the Fund's distributions, or might prevent it from distributing enough       
income and capital gain to avoid completely the imposition of the excise        
tax. To avoid this result, the Fund may be required to borrow money or          
dispose of other securities to be able to make distributions to its             
investors. The extent to which the Fund may liquidate securities at a           
gain may be limited by the 30% limitation (discussed above).                    

If the Fund does not meet the asset coverage requirements of the
1940 Act the Articles Supplementary, the Fund will be required to suspend       
distributions to the holders of the common stock until the asset coverage       
is restored. See "Description of Cumulative Preferred Stock -- Dividends"       
and "Description of Capital Stock and Other Securities." Such a                 
suspension of distributions might prevent the Fund from distributing 90%        
of its investment company taxable income, as is required in order to            
avoid Fund-level taxation on the Fund's distributions, or might prevent         
it from distributing enough income and capital gain to avoid completely         
imposition of the excise tax. Upon any failure to meet the asset coverage       
requirements of the 1940 Act or the Articles Supplementary, the Fund may,       
and in certain circumstances will, be required to partially redeem the          
shares of Cumulative Preferred Stock in order to restore the requisite          
asset coverage and avoid the adverse consequences to the Fund and its           
shareholders of failing to qualify as a RIC. If asset coverage were             
restored, the Fund would again be able to pay dividends and might be able       
to avoid Fund-level taxation on the Fund's undistributed income.                

HEDGING TRANSACTIONS                                                            

Certain options, futures contracts and options on futures       
contracts are "section 1256 contracts". Any gains or losses on section          
1256 contracts are generally considered 60% long-term and 40% short-term        
capital gains or losses ("60/40"). Also, section 1256 contracts held by         
the Fund at the end of each taxable year are "marked-to-the-market" with        
the result that unrealized gains or losses are treated as though they           
were realized and the resulting gain or loss is treated as 60/40 gain or        
loss.                                                                           

Hedging transactions undertaken by the Fund may result in       
"straddles" for U.S. Federal income tax purposes. The straddle rules may        
affect the character of gains (or losses) realized by the Fund. In              
addition, losses realized by the Fund on positions that are part of a           
straddle may be deferred under the straddle rules, rather than being            
taken into account in calculating the taxable income for the taxable year       
in which such losses are realized. Further, the Fund may be required to         
capitalize, rather than deduct currently, any interest expense on               
indebtedness incurred or continued to purchase or carry any positions           
that are part of a straddle.                                                    

The Fund may make one or more of the elections available under  
the Code which are applicable to straddles. If the Fund makes any of the        
elections, the amount, character and timing of the recognition of gains         
or losses from the affected straddle positions will be determined under         
rules that vary according to the election(s) made. The rules applicable         
under certain of the elections accelerate the recognition of gains or           
losses from the affected straddle positions.                                    

Because application of the straddle rules may affect the        
character and timing of the Fund's gains, losses and deductions, the            
amount which must be distributed to shareholders, and which will be taxed       
to shareholders as net investment income or long-term capital gain, may         
be increased or decreased substantially as compared to a fund that did          
not engage in such hedging transactions.                                        

 The 30% limitation (discussed above) may limit the Fund's ability
to engage in transactions in options, spreads, straddles, hedging               
transactions, forward or futures contracts and options on any of these          
positions because these transactions (1) are often consummated in less          
than three months, (2) may require the sale of portfolio securities held        
less than three months, and (3) may reduce the holding periods of certain       
securities within the Fund.                                                     

FOREIGN WITHHOLDING TAXES                                                       

 Income received by the Fund from sources within foreign countries
may be subject to withholding and other taxes imposed by such countries.        
Tax conventions between certain countries and the United States may             
reduce or eliminate such taxes. It is impossible to determine the rate of       
foreign tax in advance since the amount of the Fund's assets to be              
invested in various countries is not known. Because the Fund will not           
have more than 50% of its total assets invested in securities of foreign        
governments or corporations, the Fund will not be entitled to                   
"pass-through" to shareholders the amount of foreign taxes paid by the          
Fund.                                                                           

TAXATION OF SHAREHOLDERS                                                        

The Fund will determine either to distribute or to retain for   
reinvestment all or part of its net capital gain. If any such gains are         
retained, the Fund will be subject to a tax of 35% of such amount. In           
that event, the Fund expects to designate the retained amount as                
undistributed capital gains in a notice to its shareholders, each of whom       
(1) will be required to include in income for tax purposes as long-term         
capital gains its share of such undistributed amount, (2) will be               
entitled to credit its proportionate share of the tax paid by the Fund          
against its Federal income tax liability and to claim refunds to the            
extent that the credit exceeds such liability, and (3) will increase its        
basis in its shares of the Fund by an amount equal to 65% of the amount         
of undistributed capital gains included in such shareholder's gross             
income.                                                                         

Distributions of net investment income as ordinary dividends are
taxable to a U.S. shareholder as net investment income, whether paid in         
cash or shares. Ordinary dividends paid by the Fund may qualify for the         
dividends received deduction available to corporations, but only to the         
extent that the Fund's income consists of qualified dividends received          
from U.S. corporations. The amount of any dividend distribution eligible        
for the dividends received deduction will be designated by the Fund in a        
written notice to shareholders within 60 days of the close of the taxable       
year. Distributions of net capital gains as designated capital gain             
dividends, if any, are taxable as long-term capital gains, whether paid         
in cash or in shares, regardless of how long the shareholder has held the       
Fund's shares, and are not eligible for the dividends received deduction.       

Shareholders receiving distributions in the form of newly issued
shares will have a basis in such shares of the Fund equal to the fair           
market value of such shares on the distribution date. If the net asset          
value of shares is reduced below a shareholder's cost as a result of a          
distribution by the Fund, such distribution will be taxable even though         
it represents a return of invested capital. The price of shares purchased       
at any time may reflect the amount of a forthcoming distribution. Those         
purchasing shares just prior to a distribution will receive a                   
distribution which will be taxable to them, even though it represents in        
part a return of invested capital.                                              

Upon a sale or exchange of shares, a shareholder will realize a 
taxable gain or loss depending upon his or her basis in the shares. Such        
gain or loss will be treated as capital gain or loss if the shares have         
been held for more than one year. Any loss realized on a sale or exchange       
will be disallowed to the extent the shares disposed of are replaced            
within a 61-day period beginning 30 days before and ending 30 days after        
the day that the shares are disposed of. In such a case, the basis of the       
shares acquired will be adjusted to reflect the disallowed loss.                

Any loss realized by a shareholder on the sale of Fund shares   
held by the shareholder for six months or less will be treated for tax          
purposes as a long-term capital loss to the extent of any capital gain          
dividends received by the shareholder with respect to such shares.              

Dividends and capital gains distributions also may be subject to
state and local taxes. Shareholders are urged to consult their own tax          
advisers regarding specific questions about the U.S. Federal, state,            
local or foreign tax consequences to them of investing in the Fund.             

BACKUP WITHHOLDING                                                              

 The Fund may be required to withhold Federal income tax at a rate
of 31% on all taxable distributions payable to shareholders who fail to         
provide the Fund with their correct taxpayer identification number or to        
make required certifications, or who have been notified by the Internal         
Revenue Service that they are subject to backup withholding. Backup             
withholding is not an additional tax. Any amounts withheld may be               
credited against the shareholder's Federal income tax liability.                

THE FOREGOING IS A GENERAL AND ABBREVIATED SUMMARY OF THE APPLICABLE            
PROVISIONS OF THE CODE AND TREASURY REGULATIONS PRESENTLY IN EFFECT. FOR        
THE COMPLETE PROVISIONS, REFERENCE SHOULD BE MADE TO THE PERTINENT CODE         
SECTIONS AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER. THE CODE          
AND THE TREASURY REGULATIONS ARE SUBJECT TO CHANGE BY LEGISLATIVE,              
JUDICIAL OR ADMINISTRATIVE ACTION, EITHER PROSPECTIVELY OR RETROACTIVELY.       

RATING AGENCY DISCOUNT FACTORS      

 The following table identifies the Rating Agency Discount Factors
used to discount particular Eligible Assets, as defined in the                  
Prospectus, for a range of exposure periods.                                    

                                                        [Enlarge/Download Table]


                                                                                           
                                                                          RATING AGENCY    
                 TYPE OF RATING AGENCY ELIGIBLE ASSET:                   DISCOUNT FACTOR:  
----------------------------------------------------------------------  -------------------

Rating Agency Short Term Money Market Instruments (other than U.S.                         
Government Obligations set forth below) and other commercial paper:                        
   Demand or time deposits, certificates of deposit and bankers'                           
     acceptances includible in the Rating Agency Short Term Money                          
     Market Instruments................................................      1.00          
   Commercial paper rated P-1 by the Rating Agency maturing in 30                          
     days or less......................................................      1.00          
   Commercial paper rated P-1 by the Rating Agency maturing in more                        
     than 30 days but in 270 days or less..............................      1.15          

   Commercial paper rated A-1+ by S&P maturing in 270 days or less.....      1.25          
   Repurchase obligations includible in the Rating Agency Short Term                       
     Money Market Instruments if term is less than 30 days and                             
     counterparty is rated at least A2................................       1.00          

   Other repurchase obligations.......................................                     
   Other issuers......................................................       3.00          
Common stocks:                                                                             
Preferred stocks:                                                                          
   Auction rate preferred stocks......................................       3.50          
   Other preferred stocks issued by issuers in the financial and                           
     industrial industries............................................       2.35          
   Other preferred stocks issued by issuers in the utilities                               
     industry.........................................................       1.60          
U.S. Government Obligations (other than U.S. Treasury Securities                           
  Strips set forth below) with remaining terms to maturity of:                             
   1 year or less....................................................        1.08          
   2 years or less...................................................        1.15          
   3 years or less...................................................        1.20          
   4 years or less...................................................        1.26          
   5 years or less...................................................        1.31          
   7 years of less...................................................        1.40          
   10 years or less..................................................        1.48          
   15 years or less..................................................        1.54          
   20 years or less..................................................        1.61          
   30 years or less..................................................        1.63          
U.S. Treasury Securities Strips with remaining terms to maturity of:                       
   1 year or less....................................................        1.08          
   2 years or less...................................................        1.16          
   3 years or less...................................................        1.23          
   4 years or less...................................................        1.30          
   5 years or less...................................................        1.37          
   7 years or less...................................................        1.51          
   10 years or less..................................................        1.69          
   15 years or less..................................................        1.99          
   20 years or less..................................................        2.28          
   30 years or less..................................................        2.56          
Corporate bonds:                                                                           
   Corporate bonds rated Aaa with remaining terms to maturity of:                          
       1 year or less................................................        1.14          
       2 years or less...............................................        1.21          
       3 years or less...............................................        1.26          
       4 years or less...............................................        1.32          
       5 years or less...............................................        1.38          
       7 years or less...............................................        1.47          
       10 years or less..............................................        1.55          
       15 years or less..............................................        1.62          
       20 years or less..............................................        1.69          
       30 years or less..............................................        1.71          
   Corporate bonds rated Aa with remaining terms to maturity of:                           
       1 year or less................................................        1.19          
       2 years of less...............................................        1.26          
       3 years or less...............................................        1.32          
       4 years or less...............................................        1.38          
       5 years or less...............................................        1.44          
       7 years or less...............................................        1.54          
       10 years or less..............................................        1.63          
       15 years or less..............................................        1.69          
       20 years or less..............................................        1.77          
       30 years or less..............................................        1.79          
   Corporate bonds rated A with remaining terms to maturity of:                            
       1 year or less................................................        1.24          
       2 years or less...............................................        1.32          
       3 years or less...............................................        1.38          
       4 years or less...............................................        1.45          
       5 years or less...............................................        1.51          
       7 years or less...............................................        1.61          
       10 years or less..............................................        1.70          
       15 years or less..............................................        1.77          
       20 years or less..............................................        1.85          
       30 years or less..............................................        1.87          
   Convertible corporate bonds with senior debt securities rated Aa                        
     issued by the following type of issuers:                                              
       Utility.......................................................        1.80          
       Industrial....................................................        2.97          
       Financial.....................................................        2.92          
       Transportation................................................        4.27          
   Convertible corporate bonds with senior debt securities rated A                         
     issued by the following type of issuers:                                              
       Utility.......................................................        1.85          
       Industrial....................................................        3.02          
       Financial.....................................................        2.97          
       Transportation................................................        4.32          
   Convertible corporate bonds with senior debt securities rated Baa                       
     issued by the following type of issuers:                                              
       Utility.......................................................        2.01          
       Industrial....................................................        3.18          
       Financial.....................................................        3.13          
       Transportation................................................        4.48          
   Convertible corporate bonds with senior debt securities rated Ba                        
     issued by the following type of issuers:                                              
       Utility.......................................................        2.02          
       Industrial....................................................        3.19          
       Financial.....................................................        3.14          
       Transportation................................................        4.49          
   Convertible corporate bonds with senior debt securities rated B1                        
     or B2 issued by the following type of issuers:                                        
       Utility.......................................................        2.12          
       Industrial....................................................        3.29          
       Financial.....................................................        3.24          
       Transportation................................................       4.59]          

NET ASSET VALUE       

 The net asset value of the Fund's shares is computed based on the
market value of the securities it holds and determined daily as of the          
close of regular trading on the New York Stock Exchange and reported in         
financial newspapers of general circulation as of the last day of each          
week.                                                                           

 Portfolio securities which are traded only on stock exchanges are
valued at the last sale price as of the close of regular trading on the         
day the securities are being valued, or lacking any sales, at the mean          
between closing bid and asked prices. Securities traded in the                  
over-the-counter market which are Nasdaq National Market securities are         
valued at the last sale price as of the close of regular trading on the         
day the securities are being valued. Other over-the-counter securities          
are valued at the most recent bid prices as obtained from one or more           
dealers that make markets in the securities. Portfolio securities which         
are traded both in the over-the-counter market and on a stock exchange          
are valued according to the broadest and most representative market, as         
determined by the Investment Adviser. Securities traded primarily on            
foreign exchanges are valued at the closing values of such securities on        
their respective exchanges as of the day the securities are being valued.       
Securities and assets for which market quotations are not readily               
available are valued at fair value as determined in good faith by or            
under the direction of the Board of Directors of the Fund. Short-term           
investments that mature in 60 days or less are valued at amortized cost,        
unless the Board of Directors of the Fund determines that such valuation        
does not constitute fair value.                                                 

Net asset value per share is calculated by dividing the value of
the securities held plus any cash or other assets minus all liabilities,        
including accrued expenses, by the total number of shares outstanding at        
such time.                                                                      

BENEFICIAL OWNER      

There are no persons known to the Fund who may be deemed        
beneficial owners of 5% or more of shares of the Fund's Common Stock            
because they possessed or shared voting or investment power with respect        
to shares of the Fund's Common Stock. As of March 31, 1997, the Directors       
and Officers of the Fund as a group beneficially owned approximately            
1.70% of the outstanding shares of the Fund's Common Stock.                     

FINANCIAL STATEMENTS                                                            

 The audited financial statements included in the Annual Report to
the Fund's Shareholders for the fiscal year ended December 31, 1996,            
together with the report of Price Waterhouse LLP thereon, are                   
incorporated herein by reference from the Fund's Annual Report to               
Shareholders filed with the Securities and Exchange Commission on March         
__, 1997. All other portions of the Annual Report to Shareholders are not       
incorporated herein by reference and are not part of the Registration           
Statement. A copy of the Annual Report to Shareholders may be obtained          
without charge by writing to the Fund at its address at One Corporate           
Center, Rye, New York 10580-1434 or by calling the Fund toll-free at            
800-GABELLI (422-3554).                                                         

PART C      
OTHER INFORMATION       

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

(1)  Financial Statements (1)                                   
(2)  (a)  (1) Articles of Incorporation  (2)                    
(2) Articles Supplementary (5)              
(b) Amended and Restated By-Laws (3)                  
(c) Not Applicable                                    
(d) (1) Specimen Stock Certificate (4)                
(e) Automatic Dividend Reinvestment and Voluntary Cash
Purchase Plan (2)                         
(f) Not Applicable                                    
(g) Investment Advisory Agreement (2)                 
(h) (1) Form of Underwriting Agreement (5)            
(2) Form of Agreement Among Underwriters (5)  
(3) Form of Selected Dealers Agreement (5)    
(i) Not Applicable                                    
(j) Custodian Agreement (3)                           
(k) Not Applicable                                    
        (l) (1) Opinion and Consent of Skadden, Arps, Slate, Meagher &
             Flom LLP (5) (2) Opinion and Consent of Miles & Stockbridge
(5)                                           
(m) Not Applicable                                    
(n) Consent of Price Waterhouse LLP (5)               
(o) Not Applicable                                    
(p) Not Applicable                                    
(q) Not Applicable                                    
(r) Financial Data Schedule (4)                       

(1)     Incorporated by reference from Registrant's Annual Report for the       
  year ended December 31, 1996, File No. 811-8476, as filed with the
Securities and Exchange Commission on March 18, 1997.           
(2)     Incorporated by reference from the Registrant's Registration            
Statement on Form N-2, File Nos. 33-60407 and 811-8476, as      
   filed with the Securities and Exchange Commission on June 20, 1995.
(3)     Incorporated by reference from Amendment No. 1 to the Registrant's      
Registration Statement on Form N-2, File Nos. 33-60407 and      
811-8476, as filed with the Securities and Exchange Commission  
on August 7, 1995.                                              
(4)     Filed herein.                                                           
(5)     to be filed by amendment.                                               

ITEM 25. MARKETING ARRANGEMENTS                                                 

See Exhibit 2(h) to this Registration Statement.              

ITEM 26.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                        

The following table sets forth the estimated expenses to be incurred in 
connection with the offering described in this Registration Statement:          

SEC Registration fees.....................................       $   909        
New York Stock Exchange listing fee.......................        ______        
Rating Agency fee.........................................        ______        
Printing and engraving expenses...........................        ______        
Auditing fees and expenses................................        ______        
Legal fees and expenses...................................        ______        
Blue Sky fees and expenses................................        ______        
Consulting fees...........................................        ______        
Miscellaneous.............................................        ______        
                                                          --------

Total..................................................       $_______    
                                                          ========

---------                                                                       

*   To be furnished by amendment.                                               

ITEM 27.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT        

Insofar as the following have substantially identical boards of directors       
or trustees they may be deemed with Registrant to be under common               
control: The Gabelli Asset Fund, The Gabelli Growth Fund and The Westwood       
Funds, each a Massachusetts Business Trust, The Gabelli Equity Trust            
Inc., The Gabelli Value Fund Inc., The Gabelli ABC Fund, Gabelli Capital        
Series Funds, Inc., The Gabelli Global Series Funds, Inc., The Gabelli          
Money Market Funds, The Gabelli Convertible Securities Fund, Inc.,              
Gabelli International Growth Fund, Inc., Gabelli Gold Funds Inc. and            
Gabelli Equity Series Funds, Inc., each a Maryland corporation.                 

ITEM 28.   NUMBER OF HOLDERS OF SECURITIES AS OF MARCH __, 1997                 

   Title of Class               Number of Record Holders

Capital Stock, par           _____                
value $.001 per share                         

ITEM 29    INDEMNIFICATION                                                      

Under the Fund's Articles of Amendment and Restatement and Amended and          
Restated By-Laws, the directors and officers of the Company and Fund will       
be indemnified to the fullest extent allowed and in the manner provided         
by Maryland law and applicable provisions of the Investment Company Act         
of 1940, as amended, including advancing of expenses incurred in                
connection therewith. Indemnification shall not be provided however to          
any officer or director against any liability to the Registrant or its          
security-holders to which he or she would otherwise be subject by reasons       
of willful misfeasance, bad faith, gross negligence or reckless disregard       
of the duties involved in the conduct of his or her office.                     

Insofar as indemnification for liabilities under the Securities Act of          
1933 may be permitted to the directors and officers, the Registrant has         
been advised that in the opinion of the Securities and Exchange                 
Commission such indemnification is against public policy as expressed in        
such Act and is therefore unenforceable. If a claim for indemnification         
against such liabilities under the Securities Act of 1933 (other than for       
expenses incurred in a successful defense) is asserted against the              
Company by the directors or officers in connection with the Shares, the         
Registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question of whether such indemnification by it is              
against public policy as expressed in such Act and will be governed by          
the final adjudication of such issue.                                           

ITEM 30.   BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER                 

For information as to the business, profession, vocation or employment of       
a substantial nature of each of the officers and partners of Gabelli            
Funds, Inc., reference is made to the Adviser's current Form ADV filed          
under the Investment Advisers Act of 1940, incorporated herein by               
reference.                                                                      

ITEM 31.   LOCATION OF ACCOUNTS AND RECORDS                                     

The accounts and records of the Registrant are maintained in part at the        
office of the Advisor at One Corporate Center, Rye, New York 10580-1434,        
in part at the offices of the Custodian, State Street Bank & Trust              
Company, with offices at 1776 Heritage Drive, North Quincy, MA 02171, at        
the offices of the Fund's Administrator, First Data Investor Services,          
One Exchange Place, Boston, MA 02109, and in part at the offices of             
Boston EquiServe, 150 Royall Street, Mail Stop 45-02-62, Canton, MA             
02021.                                                                          

ITEM 32.   MANAGEMENT SERVICES                                                  

Except as described above in Item 9, the Registrant is not a party to any       
management service related contract.                                            

ITEM 33.   UNDERTAKINGS                                                         

1.  Registrant undertakes to suspend the offering of shares until the   
  prospectus is amended, if subsequent to the effective date of this
  registration statement, its net asset value declines more than ten
 percent from its net asset value, as of the effective date of the
    registration statement or its net asset value increases to an amount
greater than its net proceeds as stated in the prospectus.      

2.  Not applicable.                                                     

3.  Not applicable.                                                     

4.  Not applicable.                                                     

5.  Registrant undertakes that, for the purpose of determining any      
    liability under the Securities Act, the information omitted from the
 form of prospectus filed as part of the Registration Statement in
     reliance upon Rule 430A and contained in the form of prospectus filed
     by the Registrant pursuant to Rule 497(h) will be deemed to be a part
of the Registration Statement as of the time it was declared    
effective.                                                      

Registrant undertakes that, for the purpose of determining any  
      liability under the Securities Act, each post-effective amendment that
     contains a form of prospectus will be deemed to be a new Registration
      Statement relating to the securities offered therein, and the offering
     of such securities at that time will be deemed to be the initial bona
fide offering thereof.                                          

6.  Registrant undertakes to send by first class mail or other means    
    designed to ensure equally prompt delivery, within two business days
    of receipt of a written or oral request, any Statement of Additional
Information constituting Part B of this Registration Statement. 

SIGNATURES      

Pursuant to the requirements of the Securities Act of 1933 and        
Investment Company Act of 1940, the Registrant has duly caused this             
amendment to its Registration Statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the City of Rye, State of            
New York, on the 18th day of April, 1997.                                       

              THE GABELLI GLOBAL MULTIMEDIA TRUST INC.

              BY: /s/Bruce N. Alpert

                     Bruce N. Alpert
                                  Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in        
the capacities and on the dates indicated:                                      

      NAME                     TITLE                        DATE

_____________________________     Chairman of the Board and                     
Mario J. Gabelli                    President                                   

/s/Dr. Thomas E. Bratter          Director                       4/18/97        
_____________________________                                                   
Dr. Thomas E. Bratter                                                           

/s/Bill Callaghan                 Director                       4/18/97        
_____________________________                                                   
Bill Callaghan                                                                  

/s/Felix J. Christiana            Director                       4/18/97        
_____________________________                                                   
Felix J. Christiana                                                             

/s/James P. Conn                  Director                       4/18/97        
_____________________________                                                   
James P. Conn                                                                   

/s/Karl Otto Pohl                 Director                       4/18/97        
_____________________________                                                   
Karl Otto Pohl                                                                  

/s/Anthony R. Pustorino           Director                       4/18/97        
_____________________________                                                   
Anthony R. Pustorino                                                            

/s/Salvatore J. Zizza             Director                       4/18/97        
_____________________________                                                   
Salvatore J. Zizza                                                              

SCHEDULE OF EXHIBITS TO FORM N-2      

Exhibit                                                               Page      
Number                                   Exhibit                     Number     

Exhibit A      Articles of Incorporation*........................               

Exhibit B      Amended and Restated By-Laws*.....................               

Exhibit C      Not Applicable....................................               

Exhibit D      (1) Specimen Stock Certificate....................               
(2) Articles Supplementary........................

Exhibit E      Automatic Dividend Reinvestment and Voluntary                    
  Cash Purchase Plan*.............................

Exhibit F      Not Applicable....................................               

Exhibit G      Investment Advisory Agreement*....................               

Exhibit H      (1) Form of Underwriting Agreement................               
(2) Form of Agreement Among Underwriters..........
(3) Form of Selected Dealers Agreement............

Exhibit I      Not Applicable....................................               

Exhibit J      Custodian Agreement*..............................               

Exhibit K      Not Applicable....................................               

Exhibit L      (1) Opinion and Consent of Skadden, Arps,                        
     Slate, Meagher & Flom LLP ...................
(2) Opinion and Consent of Miles & Stockbridge....

Exhibit M      Not Applicable....................................               

Exhibit N      Consent of Price Waterhouse LLP...................               

Exhibit O      Not Applicable....................................               

Exhibit P      Not Applicable....................................               

__________________                                                              
*  Previously filed.                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-2’ Filing		Date		Other Filings
		6/1/02
		12/26/97
		5/12/97		DEF 14A,  PRE 14A
Filed on:		4/18/97
		3/31/97		N-30B-2
		3/18/97		N-30D
		2/26/97
		1/1/97
		12/31/96		N-30D,  NSAR-B
		8/21/96
		7/3/96
		12/31/95		N-30D,  NSAR-B
		9/1/95
		8/7/95		N-2/A
		6/20/95		N-2
		12/31/94		N-30B-2,  NSAR-B
		11/15/94
		10/3/94
		3/31/94
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/15/24  Gabelli Multimedia Trust Inc.     N-2/A                 13:1.5M                                   Qes, LLC/FA
 2/21/24  Gabelli Multimedia Trust Inc.     N-2                    8:1M                                     Empire Filings/FA
 7/13/21  Gabelli Multimedia Trust Inc.     POS EX      7/13/21    7:1.2M                                   Quality EDGAR So… LLC/FA
 4/15/21  Gabelli Multimedia Trust Inc.     N-2/A¶      4/15/21    5:1.5M                                   Quality EDGAR So… LLC/FA
12/23/20  Gabelli Multimedia Trust Inc.     N-2¶       12/23/20    4:1.4M                                   Donnelley … Solutions/FA