Edgar Filing: GABELLI UTILITY TRUST

SCHEDULE 14A INFORMATION

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

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

THE GABELLI UTILITY TRUST
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI UTILITY TRUST
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2004
------------------

To the Shareholders of
THE GABELLI UTILITY TRUST

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Utility Trust (the "Trust") will be held at The Cole
Auditorium, The Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 10, 2004, at 10:30 a.m., for the following
purposes:

1. To elect five (5) Trustees of the Trust, three to be elected by the
holders of the Trust's Common Stock and holders of its 5.625% Series
A Cumulative Preferred Stock and Series B Auction Rate Cumulative
Preferred Stock ("Preferred Stock"), voting together as a single
class, and TWO to be confirmed and elected by the holders of the
Trust's Preferred Stock, voting as a separate class (PROPOSAL 1);
and

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

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

The close of business on March 15, 2004 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.

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

By Order of the Board of Trustees

JAMES E. MCKEE
SECRETARY

April 16, 2004

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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

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

CORPORATE ACCOUNTS

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

TRUST ACCOUNTS

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

CUSTODIAN OR ESTATE ACCOUNTS

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

TELEPHONE/INTERNET VOTING

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

THE GABELLI UTILITY TRUST

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ANNUAL MEETING OF SHAREHOLDERS

May 10, 2004

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Gabelli Utility Trust (the "Trust") for
use at the Annual Meeting of Shareholders of the Trust to be held on Monday, May
10, 2004, at 10:30 a.m., at The Cole Auditorium, The Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut 06830, and at any adjournments
thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders and proxy
card accompany this Proxy Statement, all of which are first being mailed to
shareholders on or about April 16, 2004.

In addition to the solicitation of proxies by mail, officers of the Trust
and officers and regular employees of EquiServe Trust Company N.A.
("EquiServe"), the Trust's transfer agent, and affiliates of EquiServe or other
representatives of the Trust also may solicit proxies by telephone, telegraph,
Internet or in person. In addition, the Trust has retained Georgeson Shareholder
Communications Inc. pursuant to its standard contract to assist in the
solicitation of proxies for a minimum fee of $5,000 plus reimbursement of
expenses. The costs of proxy solicitation and the expenses incurred in
connection with preparing the Proxy Statement and its enclosures will be paid by
the Trust. The Trust will also reimburse brokerage firms and others for their
expenses in forwarding solicitation materials to the beneficial owners of its
shares.

THE TRUST'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422 OR BY CALLING THE TRUST AT 800-422-3554 OR VIA THE INTERNET
AT WWW.GABELLI.COM.

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

In the event a quorum is not present at the Meeting, or in the event that
a quorum is present at the Meeting but sufficient votes to approve any of the
proposed items are not received, the persons named as proxies may propose one or
more adjournments of such Meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received for
approval and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting in person
or by proxy. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "FOR" any proposal in favor of
such adjournment and will vote those proxies required to be voted "AGAINST" any
proposal against such adjournment.

The close of business on March 15, 2004 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The trust has two classes of capital stock: Common Stock, par value $0.001
per share ("Common Stock") and Preferred Stock consisting of 5.625% Series A
Cumulative Preferred Stock, par value $0.001 per share, ("Series A Preferred"),
and Series B Auction Rate Cumulative Preferred Stock, par value $0.001 per
share, ("Series B Preferred"), (Series A Preferred and Series B Preferred
together, the "Preferred Stock") (together with the Common Stock, the "Shares").
The holders of Common Stock and Preferred Stock are each entitled to one vote
for each full share and an appropriate fraction of a vote for each fractional
share held. On the record date, March 15, 2004, there were 22,950,477 shares of
Common Stock, 1,200,000 shares of Series A Preferred Stock and 1,000 shares of
Series B Preferred Stock outstanding.

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

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

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

1. Election and Common and Preferred Stockholders, Common and Preferred Stockholders,
Confirmation of voting together as a single class, voting together as a single class,
Trustees vote to elect three Trustees: vote to elect three Trustees:
Mario J. Gabelli, CFA, Mario J. Gabelli, CFA,
Dr. Thomas E. Bratter, Dr. Thomas E. Bratter,
and Vincent D. Enright and Vincent D. Enright

Preferred Stockholders, voting as
a separate class, vote to elect two
Trustees for the remainder of
their terms: Anthony J. Colavita
and James P. Conn

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

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

PROPOSAL 1: TO ELECT FIVE (5) TRUSTEES OF THE TRUST

NOMINEES FOR THE BOARD OF TRUSTEES

The Board of Trustees is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Mario J. Gabelli, CFA, Dr. Thomas E. Bratter and Vincent D. Enright have each
been nominated by the Board of Trustees for a three-year term to expire at the
Trust's 2007 Annual Meeting of Shareholders or until their successors are duly
elected and qualified. Anthony J. Colavita has been nominated by the Board of
Trustees for election by the holders of the Trust's Preferred Stock to fill the
remainder of his term to expire at the Trust's 2005 Annual Meeting of
Shareholders or until his successor is duly elected and qualified. James P. Conn
has been nominated by the Board of Trustees for election by the holders of the
Trust's Preferred Stock to fill the remainder of his term to expire at the 2006
Annual Meeting of Shareholders or until his successor is duly elected and
qualified. All of the Trustees of the Trust are also directors or trustees of
other investment companies for which Gabelli Funds, LLC (the "Adviser") or its
affiliates serve as adviser. The classes of Trustees are indicated below:

NOMINEES TO SERVE UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Mario J. Gabelli, CFA
Dr. Thomas E. Bratter
Vincent D. Enright

NOMINEE TO SERVE UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
James P. Conn

NOMINEE TO SERVE UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
Anthony J. Colavita

TRUSTEES SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
John D. Gabelli
Karl Otto Pohl
Anthony R. Pustorino

TRUSTEES SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------
Frank J. Fahrenkopf, Jr.
Robert J. Morrissey
Salvatore J. Zizza

Under the Trust's Declaration of Trust, Statement of Preferences and the
Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Trust's outstanding Preferred Stock, voting as a separate class, are entitled to
elect two Trustees, and holders of the Trust's outstanding Common Stock and
Preferred Stock, voting as a single class, are entitled to elect the remaining
Trustees, subject to the provisions of the 1940 Act and the Trust's Declaration
of Trust, Statement of Preferences and By-Laws. The holders of the Trust's
outstanding Preferred Stock would be entitled to elect the minimum number of
additional Trustees that would represent a majority of the Trustees in the event
that dividends on the Trust's Preferred Stock are in arrears for two full years.
No dividend arrearages exist at this time. Anthony J. Colavita and James P. Conn
are nominees for election as Trustees at the Meeting to be elected solely by the
holders of the Trust's Preferred Stock. A quorum of the Preferred Stockholders
must be present at the Meeting in order for the proposal to elect Messrs.
Colavita and Conn to be considered.

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

INFORMATION ABOUT TRUSTEES AND OFFICERS

Set forth in the table below are the existing Trustees and Nominees for
election to the Board of the Trust and officers, including information relating
to their respective positions held with the Trust, a brief statement of their
principal occupations during the past five years and other directorships, if
any.

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

INTERESTED TRUSTEES/NOMINEES:3
------------------------------
MARIO J. GABELLI Since 1999*** Chairman of the Board and Chief Director of Morgan Group 24
Trustee and Chief Executive Officer of Gabelli Asset Holdings, Inc. (holding
Investment Officer Management Inc. and Chief company); Vice Chairman
Age: 61 Investment Officer of Gabelli Funds, of Lynch Corporation
LLC and GAMCO Investors, Inc.; (diversified manufacturing)
Vice Chairman and Chief Executive
Officer of Lynch Interactive Corporation
(multimedia and services)

JOHN D. GABELLI Since 1999** Senior Vice President of Gabelli & -- 10
Trustee Company, Inc., Director of Gabelli
Age: 59 Advisers, Inc.

KARL OTTO POHL Since 1999** Member of the Shareholder Committee Director of Gabelli Asset 33
Trustee of Sal Oppenheim Jr. & Cie, Zurich Management Inc. (investment
Age: 74 (private investment bank); Former management); Chairman,
President of the Deutsche Bundesbank Incentive Capital and Incentive
and Chairman of its Central Bank Asset Management (Zurich);
Council (1980-1991) Director at Sal Oppenheim
Jr. & Cie, Zurich
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
DR. THOMAS E. BRATTER Since 1999*** Director, President and Founder, -- 3
Trustee The John Dewey Academy
Age: 64 (residential college preparatory
therapeutic high school)

ANTHONY J. COLAVITA 4 Since 1999* President and Attorney at Law in the -- 35
Trustee law firm of Anthony J. Colavita, P.C.
Age: 68

JAMES P. CONN 4 Since 1999** Former Managing Director and Director of LaQuinta Corp. 12
Trustee Chief Investment Officer of (hotels) and First
Age: 66 Financial Security Assurance Republic Bank
Holdings Ltd. (1992-1998) (insurance
holding company

VINCENT D. ENRIGHT Since 1999*** Former Senior Vice President and Chief -- 12
Trustee Financial Officer of KeySpan Energy
Age: 60 Corporation

FRANK J. FAHRENKOPF, JR. Since 1999* President and Chief Executive Director of First 4
Trustee Officer of the American Gaming Republic Bank
Age: 64 Association since 1995; Partner
in the law firm of Hogan & Hartson;
Co-Chairman of the Commission
on Presidential Debates; Former
Chairman of the Republican National
Committee

ROBERT J. MORRISSEY Since 1999* Partner in the law firm of Morrissey -- 10
Trustee Hawkins & Lynch
Age: 64

ANTHONY R. PUSTORINO Since 1999** Certified Public Accountant; Professor Director of 17
Trustee Emeritus, Pace University Lynch Corporation
Age: 78 (diversified manufacturing)

SALVATORE J. ZIZZA Since 1999* Chariman, Hallmark Electrical Supplies Director of Hollis Eden 23
Trustee Corp. Pharmaceuticals; Director
Age: 58 of Earl Scheib Inc.
(automotive services)

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

OFFICERS:
---------
BRUCE N. ALPERT Since 2003 Executive Vice President and Chief
President Operating Officer of Gabelli Funds, LLC
Age: 52 since 1988 and an officer of all mutual funds
advised by Gabelli Funds, LLC and
its affiliates. Director and President of
Gabelli Advisers, Inc.

DAVID I. SCHACHTER Since 1999 Vice President of the Trust. Research
Vice President Analyst of Gabelli & Company, Inc.
Age: 50 since 1999. Prior to October 1999, Mr.
Schachter worked for Thomas J. Herzfeld
Advisors, an investment advisor
specializing in closed-end funds

JAMES E. MCKEE Since 1999 Vice President, General Counsel and
Secretary Secretary of Gabelli Asset Management Inc.
Age: 40 since 1999 and GAMCO Investors, Inc.
since 1993; Secretary of all mutual funds
advised by Gabelli Advisers, Inc. and
Gabelli Funds, LLC

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

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

* Term expires at the Trust's 2005 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.

** Term expires at the Trust's 2006 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.

*** Nominee to serve until the Trust's 2007 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.

3 "Interested person" of the Trust as defined in the Investment Company Act of
1940, as amended. Messrs. M. Gabelli, J. Gabelli and Pohl are each considered
an "interested person" because of their affiliation with Gabelli Funds, LLC
which acts as the Trust's investment adviser, as officers or directors of
other Gabelli Funds or an affiliated entity (and in the case of M. Gabelli, as
a controlling shareholder). Messrs. Mario Gabelli and John Gabelli are
brothers.

4 Trustee nominee to be elected soley by holders of the Trust's Preferred Stock.

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

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

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

INTERESTED TRUSTEES/NOMINEES:
-----------------------------

Mario J. Gabelli E E
---- ----
John D. Gabelli A E
---- ----
Karl Otto Pohl A A
---- ----
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
Dr. Thomas E. Bratter A E
---- ----
Anthony J. Colavita** C E
---- ----

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

James P. Conn C E
---- ----
Vincent D. Enright A E
---- ----
Frank J. Fahrenkopf, Jr. A B
---- ----
Robert J. Morrissey A D
---- ----
Anthony R. Pustorino** C E
---- ----
Salvatore J. Zizza E E
---- ----

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* KEY TO DOLLAR RANGES
--------------------
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2003.
** Mr. Colavita and Mr. Pustorino each beneficially own less than 1% of
the common stock of Lynch Corporation having a value of $10,450 as of
December 31, 2003. Lynch Corporation may be deemed to be controlled by
Mario J. Gabelli and in that event would be deemed to be under common
control with the Trust's Adviser.
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee of December 31, 2003. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

Set forth in the table below is the amount of shares beneficially owned by
each Trustee and Officer of the Trust.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE OR NOMINEE BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
-------------------------- ----------------------- --------------

INTERESTED TRUSTEES/NOMINEES
----------------------------

Mario J. Gabelli 471,695 (3) 2.1%
John D. Gabelli 0 *
Karl Otto Pohl 0 *

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

Thomas E. Bratter 0 *
Anthony J. Colavita 5,511 (4) *
2,400 Series A Preferred Stock(5) *
James P. Conn 4,434 *
1,000 Series A Preferred Stock *
Vincent D. Enright 0 *
Frank J. Fahrenkopf, Jr. 0 *
Robert J. Morrissey 0 *
Anthony R. Pustorino 1,745 (6) *
1,000 Series A Preferred Stock *
Salvatore J. Zizza 10,452 (7) *

----------
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2003. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the 1934 Act.
Reflects ownership of common shares unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1%
of the total shares outstanding.
(3) Includes 182,099 common shares owned by affiliates of the Adviser for
which Mr. Gabelli disclaims beneficial ownership.
(4) Comprised of 5,511 common shares owned by his spouse.
(5) Includes 1,400 preferred shares owned by his spouse.
(6) Includes 492 common shares owned by his spouse.
(7) Includes 3,484 common shares owned by each of his three sons.

The Trust pays each Trustee not affiliated with the Adviser or its
affiliates, a fee of $3,000 per year plus $500 per meeting attended in person
and by telephone, together with the Trustee's actual out-of-pocket expenses
relating to their attendance at such meetings. In addition, effective in 2004,
the Audit Committee Chairman receives an annual fee of $3,000 and the Nominating
Committee Chairman receives an annual fee of $2,000. The aggregate remuneration
(not including out-of-pocket expenses) paid by the Trust to such Trustees during
the year ended December 31, 2003 amounted to $50,000. During the year ended
December 31, 2003, the Trustees of the Trust met five times, one of which was a
Special Meeting of the Trustees. Each Trustee then serving in such capacity
attended at least 75% of the meetings of Trustees and of any Committee of which
he is a member.

AUDIT COMMITTEE REPORT
The role of the Trust's Audit Committee is to assist the Board of Trustees
in its oversight of (i) the quality and integrity of Trust's financial
statements, reporting process and the independent audit and reviews thereof;
(ii) the Trust's accounting and financial reporting policies and practices, its
internal controls and, as appropriate, the internal controls of certain service
providers; (iii) the Trust's compliance with legal and regulatory requirements;
and (iv) the independent auditor's qualifications, independence and performance.
The Audit Committee is also required to prepare an audit committee report
pursuant to the rules of the Securities and Exchange Commission (the "SEC") for
inclusion in the Trust's annual proxy statement. The Audit Committee operates
pursuant to the Audit Committee Charter (the "Charter") that was most recently
reviewed and approved by the Board of Trustees on February 25, 2004. The Charter
is attached as Appendix A to this Proxy Statement. As set forth in the Charter,
management is responsible for maintaining appropriate systems for accounting and
internal control, and the Trust's independent accountants are responsible for
planning and carrying out proper audits and reviews. The independent accountants
are ultimately accountable to the Board of Trustees and to the Audit Committee,
as representatives of shareholders. The independent accountants for the Trust
report directly to the Audit Committee.

In performing its oversight function, at a meeting held on February 20,
2004, the Audit Committee reviewed and discussed with management of the Trust
and the independent accountants, PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), the audited financial statements of the Trust as of
and for the fiscal year ended December 31, 2003, and discussed the audit of such
financial statements with the independent accountants.

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

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

The members of the Audit Committee are not, and do not represent
themselves to be, professionally engaged in the practice of auditing or
accounting and are not employed by the Trust for accounting, financial
management or internal control purposes. Moreover, the Audit Committee relies on
and makes no independent verification of the facts presented to it or
representations made by management or independent verification of the facts
presented to it or representations made by management or the Trust's independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and poli-

cies, or internal controls and procedures, designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not provide
assurance that the audit of the Trust's financial statements has been carried
out in accordance with generally accepted accounting standards or that the
financial statements are presented in accordance with generally accepted
accounting principles.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Trust's independent
accountants, and subject to the limitations on the responsibilities and role of
the Audit Committee set forth in the Charter and those discussed above, the
Audit Committee recommended to the Board of Trustees that the Trust's audited
financial statements be included in the Trust's Annual Report for the fiscal
year ended December 31, 2003.

SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF TRUSTEES

Anthony R. Pustorino, Chairman
Vincent D. Enright
Anthony J. Colavita

February 25, 2004

The Audit Committee met twice during the fiscal year ended December 31,
2003. The Audit Committee is composed of three of the Trust's independent (as
such term is defined by the New York Stock Exchange, Inc.'s listing standards
(the "NYSE Listing Standards")) Trustees, namely Messrs. Colavita, Pustorino,
and Enright.

NOMINATING COMMITTEE

The Board of Trustees has a Nominating Committee composed of two
independent (as such term is defined by the NYSE Listing Standards) Trustees,
namely Messrs. Colavita and Zizza. The Nominating Committee did not meet during
the fiscal year ended December 31, 2003. The Nominating Committee is responsible
for identifying and recommending to the Board of Trustees individuals believed
to be qualified to become Board members in the event that a position is vacated
or created. The Nominating Committee will consider Trustee candidates
recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees, the qualifications of the candidate and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To have a candidate considered by the
Nominating Committee, a shareholder must submit the recommendation in writing
and must include the following information:

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

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

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

The shareholder recommendation and information described above must be
sent to the Trust's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be
received by the Secretary no less than 120 days prior to the anniversary date of
the Trust's most recent annual meeting of shareholders or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.

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

The Trust's Nominating Committee has not adopted a charter. In the event
that a charter is adopted in the future, it will be available at the time on the
Trust's website (www.gabelli.com).

OTHER BOARD-RELATED MATTERS

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

RECEIPT OF COMMUNICATIONS
-------------------------

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Trust at One Corporate Center, Rye,
NY 10580-1422. To communicate with the Board electronically, shareholders may
send e-mail to gabellifundsboard@gabelli.com.

FORWARDING THE COMMUNICATIONS
-----------------------------

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

The Trust does not expect Trustees or Nominees for election as Trustee to
attend the Annual Meeting of Shareholders. The Trust has not maintained
information regarding attendance of Trustees at shareholder meetings in previous
years.

The following table sets forth certain information regarding the
compensation of the Trust's Trustees and officers for the fiscal year ended
December 31, 2003. Mr. Schachter is employed by the Trust and is not employed by
the Adviser (although he may receive incentive-based variable compensation from
affiliates of the Adviser). Officers of the Trust who are employed by the
Adviser receive no compensation or expense reimbursement from the Trust.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
-------------------------------------------

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

INTERESTED TRUSTEES:
--------------------
MARIO J. GABELLI, CFA $0 $0 (24)
Chairman of the Board and
Chief Investment Officer

JOHN D. GABELLI $0 $0 (10)
Trustee

KARL OTTO POHL $0 $0 (33)
Trustee

NON-INTERESTED TRUSTEES:
------------------------
DR. THOMAS E. BRATTER $5,000 $31,000 (3)
Trustee

ANTHONY J. COLAVITA $6,500 $160,543 (35)
Trustee

JAMES P. CONN $7,500 $58,451 (12)
Trustee

VINCENT D. ENRIGHT $6,500 $61,592 (12)
Trustee

FRANK J. FAHRENKOPF, JR. $5,500 $34,951 (4)
Trustee

ROBERT J. MORRISSEY $5,000 $48,342 (10)
Trustee

ANTHONY R. PUSTORINO $6,500 $136,000 (17)
Trustee

SALVATORE J. ZIZZA $7,500 $82,043 (11)
Trustee

OFFICER:
--------
DAVID I. SCHACHTER $120,000 $120,000 (1)
Vice President

----------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2003 by investment companies (including the Trust)
or portfolios thereof from which such person receives compensation that
are considered part of the same fund complex as the Trust because they
have common or affiliated advisers. The number in parentheses represents
the number of such investment companies and portfolios.

REQUIRED VOTE

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

THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE.

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers, 1177 Avenue of the Americas, New York, NY 10036,
has been selected to serve as the Trust's independent accountants for the
Trust's fiscal year ending December 31, 2004. PricewaterhouseCoopers acted as
the Trust's independent accountants for the fiscal year ended December 31, 2003.
The Trust knows of no direct financial or material indirect financial interest
of PricewaterhouseCoopers in the Trust. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Trust by PricewaterhouseCoopers for professional services received
during and for the Trust's fiscal years ended December 31, 2002 and 2003,
respectively.

FISCAL YEAR ENDED AUDIT-RELATED
DECMBER 31 AUDIT FEES* FEES** TAX FEES*** ALL OTHER FEES
---------- ----------- ------ ----------- --------------

2002 $29,245 -- $2,250 --
2003 $54,481 $6,500 $2,350 --

----------
* Includes non-recurring fees billed to the Trust by PricewaterhouseCoopers
in connection with the initial offering of each series of Preferred Stock
of the Trust.
** "Audit-Related Fees" are those fees billed to the Trust by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services.
*** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the
Trust's income tax returns.

The Trust's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the auditors to
the Trust, and all non-audit services to be provided by the auditors to the
Trust's investment adviser and service providers controlling, controlled by or
under common control with the Trust's investment adviser ("affiliates") that
provide on-going services to the Trust (a "Covered Services Provider"), if the
engagement relates directly to the operations and financial reporting of the
Trust. The Audit Committee may delegate its responsibility to pre-approve any
such audit and permissible non-audit services to the Chairman of the Audit
Committee, and the Chairman must report to the Audit Committee, at its next
regularly scheduled meeting after the Chairman's pre-approval of such services,
his decision(s). The Audit Committee may also establish detailed pre-approval
policies and procedures for pre-approval of such services in accordance with
applicable laws, including the delegation of some or all of the Audit
Committee's pre-approval responsibilities to other persons (other than the
Adviser or the Trust's officers). Pre-approval by the Audit Committee of any
permissible non-audit services is not required so long as: (i) the aggregate
amount of all such permissible non-audit services provided to the Trust, the
Adviser and any Covered Services Provider constitutes not more than 5% of the
total amount of revenues paid by the Trust to its independent auditors during
the fiscal year in which the permissible non-audit services are provided; (ii)
the permissible non-audit services were not recognized by the Trust at the time
of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the Audit Committee and approved by the Audit
Committee or the Chairman prior to the completion of the audit. All of the
audit, audit-related and tax services described above for which
PricewaterhouseCoopers billed the Trust fees for the fiscal years ended December
31, 2002 and December 31, 2003 were pre-approved by the Audit Committee.

For The Trust's fiscal year ended December 31, 2003,
PricewaterhouseCoopers has represented to the Trust that it did not provide any
non-audit services (or bill any fees for such services) to the Trust's
investment adviser or any affiliates thereof that provide services to the Trust.

THE INVESTMENT ADVISER AND ADMINISTRATOR

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

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Trust's officers and Trustees, officers and
Directors of the Adviser, affiliated persons of the Adviser, and persons who own
more than 10% of a registered class of the Trust's securities, to file reports
of ownership and changes in ownership with the SEC and the New York Stock
Exchange, Inc. and to furnish the Trust with copies of all Section 16(a) forms
they file. Based solely on the Trust's review of the copies of such forms it
receives, the Trust believes that during the calendar year ended 2003, such
persons complied with all such applicable filing requirements, except for two
late Form 4 filings, one on behalf of Mr. Gabelli and one on behalf of Mr.
Alpert.

BROKER NON-VOTES AND ABSTENTIONS

The affirmative vote of a plurality of votes cast for each Trustee by the
holders entitled to vote for a particular Trustee is necessary for the election
of a Trustee. Abstentions or broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote. Abstentions or broker
non-votes, however, will be considered to be present at the Meeting for purposes
of determining the existence of a quorum.

Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 2004.

OTHER MATTERS TO COME BEFORE THE MEETING

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

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Trust, which are intended to be
presented at the Trust's next Annual Meeting of Shareholders to be held in 2005,
must be received by the Trust for consideration for inclusion in the Trust's
Proxy Statement and proxy relating to that meeting no later than December 18,
2004. There are additional requirements regarding proposals of shareholders, and
a shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.

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

APPENDIX A

THE GABELLI UTILITY TRUST

(THE "TRUST")

AUDIT COMMITTEE CHARTER

I. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
------------------------------------------------------

There shall be an audit committee (the "Committee") of the Board of
Trustees (the "Board") which shall be composed of at least three members of the
Board, each of whom is independent, I.E. not an "interested person" of the
Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940. In addition, the members shall not receive any compensation from the
Trust, or any subsidiary thereof, if applicable, except compensation for
services as a member of the Trust's Board or a committee of the Board. With
respect to closed-end funds listed on the NYSE, each member must also meet the
independence requirements of audit committee members, as currently set forth in
Section 303.01 of the NYSE's listing standards. Members shall have no
relationships with the Trust or its investment adviser, administrator or
custodian that may interfere with the exercise of their independence from
management of the Trust. The members and the Committee chair shall be elected by
the full Board.

The members shall be "financially literate," i.e. have the ability to
understand fundamental financial statements. With respect to a closed-end fund
listed on the NYSE, at least one member shall have accounting or related
financial management expertise, as the Board interprets such qualification in
its business judgment. The Board shall determine annually whether any member of
the Committee is an "audit committee financial expert" (ACFE) as defined in Item
3 of Form N-CSR. The Board may presume that an ACFE has the requisite accounting
or related financial management expertise, with respect to a closed-end fund
listed on the NYSE. The designation of a person as an ACFE shall not impose any
greater responsibility or liability on that person than the responsibility or
liability imposed on such person as a member of the Committee.

With respect to a closed-end fund listed on the NYSE, in the event a
member simultaneously serves on the audit committees of more than three public
companies, the Board must determine that such simultaneous service would not
impair the ability of such member to effectively serve on the Trust's audit
committee.

II. STATEMENT OF PRINCIPLE
--------------------------

The function of the Committee is to assist the Board in fulfilling its
oversight responsibilities relating to the Trust's accounting and financial
reporting policies and practices. It is management's responsibility to maintain
appropriate systems for accounting and internal control and for the presentation
and integrity of the Trust's financial statements. It is the independent
accountants' responsibility to plan and carry out proper audits and reviews. The
independent accountants are ultimately accountable to the Board and to the
Committee, as representatives of shareholders.

The independent accountants for the Trust shall report directly to the
Committee.

III. DUTIES AND RESPONSIBILITIES
--------------------------------

A. GENERAL
----------

1. oversee the quality and integrity of the Trust's accounting and
financial statement reporting process and the independent audit and
reviews thereof;

2. review and evaluate any issues raised by the independent accountants
or management regarding the accounting or financial reporting
policies and practices of the Trust, its internal controls, and, as
appropriate, the internal controls of certain service providers; and
to resolve disagreements between management and the independent
accountants regarding financial reporting; and act as a liaison
between the Trust's independent accountants and the full Board; and

3. with respect to a closed-end fund listed on the NYSE, oversee, or,
as appropriate, assist Board oversight of, (a) the Trust's
compliance with legal and regulatory requirements; and (b) the
performance of the Trust's internal audit function, if applicable.

B. SPECIFIC
-----------

1. (a) approve the selection, retention, termination and compensation
of independent accountants and the audit and non-audit
services to be rendered prior to their engagement to provide
such services, and, in connection therewith, to evaluate the
qualifications, independence and performance of the
independent accountants;

(b) when required by applicable rules, to pre-approve all audit
and permissible non-audit services to be provided by the
independent accountants to the Trust, to its investment
adviser and to any entity controlling, controlled by or under
common control with the investment adviser that provides
ongoing services to the Trust ("Covered Services Provider"),
if the engagement relates directly to the operations and
financial reporting of the Trust; and

(c) the Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to the chair
of the Committee, in accordance with applicable laws, pursuant
to the details of pre-approval policies and procedures adopted
by the Committee.

2. ensure receipt from the independent accountants of a formal written
statement delineating all the relationships between them and the
Trust, consistent with Independence Standards Board Standard 1;
evaluate the independence of the accountants; and actively engage in
a dialogue with them regarding matters that might reasonably be
expected to affect their independence;

3. consider in consultation with the independent accountants, the scope
and plan of upcoming external audits to assure completeness of
coverage and effective use of audit resources;

4. meet with the Trust's independent accountants, at least twice a year
and more often if required, to review the conduct and results of
each audit and review of the Trust's financial statements, and
discuss the matters stated in SAS 61 "Communications with Audit
Committees," as amended by SAS 89 and 90, and any other
communications required to be discussed with the Committee pursuant
to applicable laws and regulations, including their:

(a) conclusions and recommendations on the adequacy of the
internal controls both of the Trust and its service providers
together with the responses of the appropriate management,
including the status of previous audit recommendations;

(b) reasoning in accepting or questioning sensitive accounting
estimates by management;

(d) judgments about the quality and appropriateness, (not just the
acceptability), of the Trust's critical accounting principles
used, including the degree of aggressiveness or conservatism
in the application of such principles in its financial
reporting;

(e) views as to the adequacy and clarity of disclosures in the
Trust's financial statements in relation to generally accepted
accounting principles;

(f) views of how the use of generally acceptable alternatives to
critical accounting and tax principles, disclosure practices
and valuation policies, preferred by them, would have affected
the financial statements;

(g) conclusions regarding any serious disagreements, difficulties
or disputes with management encountered during the course of
the audit;

(h) discussion of any significant risks to which the Trust is, or
might be exposed, and the steps management has taken to
minimize such risks;

(i) discussion of any significant changes to the audit plan;

(j) discussion of other matters related to the conduct of the
audit required to be communicated to the Committee under
generally accepted auditing standards;

(k) material written communications to the management of the Trust
such as any management letter or schedules of unrecognized
audit adjustments; and

(l) non-audit services provided by the Trust's independent
accountants to the Trust's investment adviser or any adviser
affiliate that provides ongoing services to the Trust, which
services were not pre-approved by the Committee (and
consideration by the Committee of whether the performance of
such services is compatible with maintaining the independent
accountant's independence).

5. meet periodically with the Trust's independent accountants in
separate executive sessions to discuss any other matters or
communications required under applicable laws or which they or the
Committee deem advisable or appropriate to discuss;

6. meet periodically with management in separate executive sessions,
including to review with the Trust's principal executive officer
and/or principal financial officer in connection with required
certifications on Form N-CSR any significant deficiencies in the
design or operation of internal control over financial reporting or
material weaknesses therein and any reported evidence of fraud
involving management or other employees who have a significant role
in the Trust's internal control over financial reporting;

7. with respect to closed-end funds listed on the NYSE, meet
periodically with the Trust's internal auditors (or other personnel
responsible for the internal audit function), if applicable, in
separate executive sessions;

8. authorize and oversee investigations into any matters within the
Committee's scope of responsibilities, or as specifically delegated
to the Committee by the Board;

9. consider and evaluate the effect upon the Trust of significant
changes in accounting principles, practices, controls or procedures
proposed or contemplated by management or the independent
accountants;

10. review management's discussion and analysis of financial statements
to be included in the Trust's annual report;

11. establish procedures for the receipt, retention and treatment of
complaints received by the Trust relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Trust and its affiliates of
concerns about accounting or auditing matters pertaining to the
Trust, and to address reports from attorneys or auditors of possible
violations of federal or state law or fiduciary duty;

12. with respect to closed-end funds listed on the NYSE, discuss the
Trust's earnings press releases, as applicable, as well as financial
information and earnings guidance provided to analysts and ratings
agencies;

13. with respect to closed-end funds listed on the NYSE, at least
annually, obtain and review a report by the independent accountant
describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (to assess the auditor's independence) all relationships
between the independent auditor and the Trust;

14. with respect to closed-end funds listed on the NYSE, set clear
hiring policies for employees or former employees of the independent
accountants; and

15. with respect to closed-end funds, provide the audit committee report
required by Item 306 of Regulation S-K for proxy statements relating
to the election of Trustees; and

16. report to the Board on a regular and timely basis.

IV. ADDITIONAL PROVISIONS
-------------------------

The Trust shall provide appropriate funding (as determined by the
Committee) for it to carry out its duties and its responsibilities, including:
(a) for payment of compensation to the Trust's independent accountants or other
public accounting firm providing audit, review or attest services for the Trust,
(b) for payment of compensation to any special counsel and other advisors
employed by the Committee, (c) for the ordinary administrative expenses of the
Committee, and (d) for continuing education programs to enable Committee members
to keep abreast of industry and regulatory development and to gain continuing
insights to best practices of audit committees. In performing its duties the
Committee shall consult, as it deems appropriate, with the members of the Board,
officers and employees of the Trust, the investment adviser, the Trust's counsel
and the Trust's other service providers.

On an annual basis, the Committee shall review and reassess the adequacy
of this charter and recommend to the full Board any changes the Committee deems
appropriate. In addition, on an annual basis, the Committee shall evaluate its
performance as a whole and that of its individual members to assess whether it
is functioning effectively.

Adopted as of: November 19, 2003, as amended on February 25, 2004.

This Page left Blank Intentionally.

3555-PS-2004

COMMON THE GABELLI UTILITY TRUST COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Utility Trust (the
"Trust") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Trust to be held at The Cole Auditorium, The Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday,
May 10, 2004 at 10:30 a.m., and at any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated
herein. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.

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

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

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

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ ___________________________________
____________________________________ ___________________________________
____________________________________ ___________________________________

COMMON THE GABELLI UTILITY TRUST COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

X PLEASE MARK 3555
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT

For All
Nominees_______ Withhold_______

For All
Except__________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)

--------------------------------------------------------------------------------
THE GABELLI UTILITY TRUST
--------------------------------------------------------------------------------
COMMON SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Co-owner:_________________ Date:______

X PLEASE MARK 3555
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT

For All
Nominees_______ Withhold_______

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:_____ Co-owner:_________________ Date:______

SERIES A THE GABELLI UTILITY TRUST SERIES A
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ _________________________________
____________________________________ _________________________________
____________________________________ _________________________________

SERIES A THE GABELLI UTILITY TRUST SERIES A
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ _________________________________
____________________________________ _________________________________
____________________________________ _________________________________

X PLEASE MARK 3636
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

For All
Nominees_______ Withhold_______

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Co-owner:_________________ Date:______

X PLEASE MARK 3636
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

For All
Nominees_______ Withhold_______

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Co-owner:_________________ Date:______

SERIES B THE GABELLI UTILITY TRUST SERIES B
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ __________________________________
____________________________________ __________________________________
____________________________________ __________________________________

SERIES B THE GABELLI UTILITY TRUST SERIES B
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ __________________________________
____________________________________ __________________________________
____________________________________ __________________________________

X PLEASE MARK 3555
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

For All
Nominees_______ Withhold_______

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Co-owner:_________________ Date:______

X PLEASE MARK 3555
VOTES AS IN
THIS EXAMPLE.

1. To elect five (5) Trustees of the Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) VINCENT D. ENRIGHT
(04) ANTHONY J. COLAVITA
(05) JAMES P. CONN

For All
Nominees_______ Withhold_______

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