January 10, 2013
VIA EDGAR
Laura Hatch
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Post-Effective Amendment No. 2 to the Registration Statement for |
| The Gabelli Dividend & Income Trust (the “Company”) |
| (333-174285 and 811-21423) |
Dear Ms. Hatch:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests acceleration of Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed on January 10, 2013 so that it may become effective by 4:00 p.m. (New York time) on January 17, 2012 or as soon thereafter as practicable.
The Company hereby acknowledges that: (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (3) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (4) it may not assert the action as a defense to any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company hereby requests that you notify Richard Prins (212-735-2790) or Steven Grigoriou (416-777-4727) of Skadden, Arps, Slate, Meagher & Flom LLP by telephone once the Post-Effective Amendment No. 2 to the Registration Statement has been declared effective.
Very truly yours,
The Gabelli Dividend & Income Trust
/s/ Agnes Mullady
Name: Agnes Mullady
Title: Treasurer and Secretary