<SEC-DOCUMENT>0000000000-05-008699.txt : 20120827
<SEC-HEADER>0000000000-05-008699.hdr.sgml : 20120827
<ACCEPTANCE-DATETIME>20050223165327
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-008699
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050223

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GABELLI UTILITY TRUST
		CENTRAL INDEX KEY:			0001080720
		IRS NUMBER:				134046522
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		1 CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		9149215083

	MAIL ADDRESS:	
		STREET 1:		1 CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI UTILITY FUND
		DATE OF NAME CHANGE:	19990225
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>



								September 30, 2004

Edward J. Meehan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

RE:	Gabelli Utility Trust
      333-118701; 811-09243

Dear Mr. Meehan:

	We have reviewed the registration statement on Form N-2 filed
on
behalf of the Gabelli Utility Trust on August 31, 2004, for the
purpose of registering additional shares to be sold in connection
with a transferable rights offering.  Your letter dated September
17,
2004 stated that the disclosures in the registration statement are
substantially identical to those included in a registration
statement
with respect to a previous issuance of transferable rights by the
Fund (File Nos. 333-105467 and 811-09243), filed on May 22, 2003,
as
subsequently amended.  Because of the similarity to the previous
filing, you requested selective review of the registration
statement.
Based on your representations, we limited our review of the
filing,
and have the following comments:

PROSPECTUS

Cover Page
1. The prospectus states, "For every four Rights that you receive,
you may buy one new Common Share of the Fund."  Please note that
the
ratio of a transferable rights offering that is offered at below
net
asset value should not exceed one new share for each three rights
held.  Please amend this policy accordingly.

Prospectus Summary
2. Under the heading "Use of Proceeds" on page 4 it states, "the
Investment Adviser expects to invest such proceeds in accordance
with
the Fund`s investment objectives and policies within six months
after
receipt of such proceeds."  Please state the reasons for the
expected
delay to invest the proceeds from this offering in this section
and
elsewhere as appropriate.

3. Special Risk Considerations - As stated on page 31, "the Fund
may
invest up to 25% of its total assets in fixed-income securities
rated
in the lower rating categories of recognized statistical rating
agencies, such as securities rated "CCC" or lower by S&P or "Caa"
or
lower by Moody`s, Inc."  In addition, on page 3 of the Statement
of
Additional Information it states, "the Fund may invest up to 10%
of
its total assets in securities of issuers in default."  If
appropriate, please include in the Prospectus Summary the risks
associated with investing in "Junk Bonds" and issuers in default.
In
addition, please consider changing the heading "Special Risk
Considerations" to "Risks."

Table of Fees and Expenses
4. Please disclose in a footnote to the fee table that other
expenses
include the expense from short sales.

5. On page 5 under the heading "Information Regarding the
Investment
Adviser" it states, "the Fund pays the Investment Adviser a
monthly
fee at the annual rate of 1.00% of the Fund`s average weekly net
assets."  However, in the fee table on page 9, the management fee
is
1.21%.  Please reconcile the apparent inconsistency.  In addition,
please supplementally explain footnote (2) to the fee table that
explains the calculation for the waiver of advisory fees.

The Subscription Price
6. Please explain supplementally the calculation for the
subscription
price.

Forward-Looking Statements
7. The section entitled "Special Note Regarding Forward-Looking
Statements" (page 43) attempts to limit liability for forward-
looking
statements.  Please delete them.  Statements relating to
investment
companies and statements made in connection with initial public
offerings are excluded from the safe harbor for forward-looking
statements.  See Section 21E(b)(2)(B) & (D) of the Securities
Exchange Act of 1934.


STATEMENT OF ADDITIONAL INFORMATION

Investment Objectives and Policies
8. Under the heading "Investment Practices," please disclose the
limit to which the Fund may invest in options, if any.

Investment Advisory and Administrative Arrangements
9. Please revise the disclosure so as to discuss all of the
material
factors considered by the Board.  Do not merely list the issues.
The
discussion should relate the issues to the specific circumstances
of
the registrant and the Investment Adviser.  Describe in reasonable
detail the decisions reached by the Board that formed the basis of
its decision to approve the contract.  Avoid conclusory
statements.
See Item 18.13 of Form N-2 and the discussion in Release No. IC-
24816, "Role of Independent Directors of Investment Companies,"
(February 15, 2001).

Financial Statements
10. Pursuant to Article 3-18(c) of Regulation S-X, if the most
current statement of assets and liabilities in a filing is as of a
date 245 days or more prior to the date the filing is expected to
become effective, the financial statements shall be updated with a
statement of assets and liabilities as of an interim date within
245
days.  In addition, the statements of operations and changes in
net
assets shall be provided for the interim period between the end of
the most recent fiscal year and the date of the most recent
interim
statement of assets and liabilities filed.  The financial
statements
incorporated by reference are as of December 31, 2003 which is
more
than 245 days prior to the effective date of this filing.

GENERAL

11. We note that portions of the filing are incomplete.  We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.

12. If you intend to omit certain information from the form of
prospectus included with the registration statement that is
declared
effective in reliance on Rule 430A under the Securities Act,
please
identify the omitted information to us supplementally, preferably
before filing the Fund`s final pre-effective amendment.

13. Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.

14. Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 of the Securities Act.  Where
no
change will be made in the filing in response to a comment, please
indicate this fact in a supplemental letter and briefly state the
basis for your position.

TANDY LETTER

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

   Notwithstanding our comments, please furnish a letter
acknowledging that
* Should 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;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* The Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

   We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

			*		*		*		*

	Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 of the Securities Act.  Where
no
change will be made in the filing in response to a comment, please
indicate this fact in a supplemental letter and briefly state the
basis for your position.

	If you have any questions about these comments, please call
me
at 202-942-0542.

								Sincerely,



								Laura E. Hatch
								Staff Accountant

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Edward J. Meehan, Esq.
September 30, 2004
Page 4 of 4


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