<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>s393632.txt
<DESCRIPTION>EXHIBIT K (5)
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                        The Depository Trust Company
        A subsidiary of The Depository Trust & Clearing Corporation


                  BLANKET ISSUER LETTER OF REPRESENTATIONS
                        [To be Completed by Issuer]

                         Gabelli Equity Trust Inc.
                        ---------------------------
                              [Name of Issuer]


                                                            May 22, 2002
                                                               [Date]

[For Municipal Issues:
      Underwriting Department-Eligibility; 50th Floor]
[For Corporate Issues:
      General Counsel's Office; 49th Floor]
The Depository Trust Company
55 Water Street
New York, NY 10041-0099

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to all
issues (the "Securities") that Issuer shall request be made eligible for
deposit by The Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with DTCs Rules with respect to the
Securities, Issuer represents to DTC that Issuer will comply with the
requirements stated in DTCs Operational Arrangements, as they may be
amended from time to time.


Note:                                   Very truly yours,
----

Schedule A contains statements
that DTC believes accurately
describe DTC, the method of
effecting book-entry transfers
of securities distributed through       Gabelli Equity Trust Inc.
DTC, and certain related                --------------------------------------
matters.                                                (Issuer)


                                        By:
                                           ------------------------------------
                                           (Authorized Officer's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY            Bruce N . Alpert
                                        ---------------------------------------
                                                       (Print Name)
By:
   --------------------------------
                                        One Corporate Center
                                        ---------------------------------------
                                                    (Street Address)

                                        Rye, New York  10580-1422
                                        ---------------------------------------
                                        (City) (State)   (Country)   (Zip Code)

                                        (914) 921-5100
                                        ---------------------------------------
                                                      (Phone Number)

                                        Balpert@gabelli.com
                                        ---------------------------------------
                                                     (E-mail Address)




                                                                    SCHEDULE A

                                 (To Blanket Issuer Letter of Representations)

                     SAMPLE OFFERING DOCUMENT LANGUAGE
                    DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC-bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered
Security certificate will be issued for [each issue of] the Securities,
[each] in the aggregate principal amount of such issue, and will be
deposited with DTC. [If, however, the aggregate principal amount of [any]
issue exceeds $500 million, one certificate will be issued with respect to
each $500 million of principal amount, and an additional certificate will
be issued with respect to any remaining principal amount of such issue.]

         2. DTC, the world's largest depository, is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
and provides asset servicing for over 2 million issues of U.S. and non-U.S.
equity issues, corporate and municipal debt issues, and money market
instruments from over 85 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants' accounts.
This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of
Direct Participants of DTC and Members of the National Securities Clearing
Corporation, Government Securities Clearing Corporation, MBS Clearing
Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC,
and EMCC, also subsidiaries of DTCC), as well as by the New York Stock
Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non- U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). DTC has Standard &
Poor's highest rating: AAA. The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtcc.com.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however,
expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Securities
are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the
Securities is discontinued.

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co., or such other name as may be requested by
an authorized representative of DTC. The deposit of Securities with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do
not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. [Beneficial Owners of
Securities may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to the Securities, such
as redemptions, tenders, defaults, and proposed amendments to the Security
documents. For example, Beneficial Owners of Securities may wish to
ascertain that the nominee holding the Securities for their benefit has
agreed to obtain and transmit notices to Beneficial Owners. In the
alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of
the Securities within an issue are being redeemed, DTCs practice is to
determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.]

         7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will
consent or vote with respect to Securities unless authorized by a Direct
Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts Securities are
credited on the record date (identified in a listing attached to the
Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on
the Securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTCs practice is to
credit Direct Participants' accounts upon DTCs receipt of funds and
corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments
by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC
[nor its nominee], Agent, or Issuer, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption
proceeds, distributions, and dividend payments to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in
the Securities, on DTC's records, to [Tender/Remarketing] Agent. The
requirement for physical delivery of Securities in connection with an
optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants
on DTC's records and followed by a book- entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

         10. DTC may discontinue providing its services as depository with
respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor
depository is not obtained, Security certificates are required to be
printed and delivered.

         11. Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.



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