GDL FUND — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GDL FUND (GDLXR)
CIK: 0001378701
Period of Report: 2011-04-01

Reporting Person: GABELLI MARIO J (Director, 10% Owner, Control Person of Adviser)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-30	Rights for Series B Preferred Shares	S	66	$0.711	Disposed	1277391	Direct
2011-03-30	Rights for Series B Preferred Shares	S	69500	$0.7686	Disposed	1207891	Direct
2011-03-31	Rights for Series B Preferred Shares	S	23913	$0.695	Disposed	1183978	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Rights for Series B Preferred Shares	170200	Indirect
Rights for Series B Preferred Shares	230000	Indirect

Footnotes

F1: The shares reported reflect the total shares owned by GAMCO Investors, Inc. (GAMCO). Mario J. Gabelli is the Chairman, Chief Executive Officer, and controlling shareholder of GAMCO. Mr. Gabelli has less than a 100% interest in GAMCO and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

F2: The shares reported reflect the total shares owned by GGCP, Inc. (GGCP). Mario J. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder of GGCP. Mr. Gabelli has less than a 100% interest in GGCP and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

F3: This trade represents an average price.