<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>gdiv77b.txt
<TEXT>

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of The Gabelli Dividend
& Income Trust:

In planning and performing our audit of the financial statements
of The Gabelli Dividend & Income Trust (the "Fund") as of and for
the year ended December 31, 2006, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over
financial reporting, including control activities for
safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial
reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Company's internal control over financial
reporting.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A Fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Such
internal control over financial reporting includes policies and
procedures that provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of a Fund's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies,
that adversely affects the Fund's ability to initiate, authorize,
record, process or report external financial data reliably in
accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement
of the Fund's annual or interim financial statements that is more
than inconsequential will not be prevented or detected.  A
material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be
significant deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies in the Fund's
internal control over financial reporting and its operation,
including controls for safeguarding securities, that we consider
to be material weaknesses as defined above as of December 31,
2006.

This report is intended solely for the information and use of
management, the Board of Trustees of The Gabelli Dividend &
Income Trust and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than
these specified parties.


/s/ PricewaterhouseCoopers LLP (signed)
New York, New York
February 28, 2007


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