GDL FUND — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GDL FUND (GDL.A)
CIK: 0001378701
Period of Report: 2011-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Series A Cumulative Callable Preferred Shares	P	175753	$52.7	Acquired	425819	Direct
2011-02-24	Series A Cumulative Callable Preferred Shares	S	126998	$52.7001	Disposed	0	Indirect
2011-02-24	Series A Cumulative Callable Preferred Shares	S	50798	$52.7001	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Cumulative Callable Preferred Shares	103337	Indirect
Series A Cumulative Callable Preferred Shares	115970	Indirect
Series A Cumulative Callable Preferred Shares	717	Indirect

Footnotes

F1: The shares reported reflect the total shares owned by MJG IV Limited Partnership, a limited partnership for which Mr. Gabelli serves as a general partner. Mr. Gabelli has less than a 100% interest in the entity and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.

F2: 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.

F3: 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.

F4: The shares reported reflect the total shares owned by Gabelli Securities, Inc. (GSI), a majority owned subsidiary of GAMCO. Mr. Gabelli has less than a 100% interest in GSI and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.

F5: The shares reported reflect the total shares owned by MJG Management, LLC a limited liability company for which Mr. Gabelli serves as the memember.