<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>gut77q11.txt
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Exhibit 77(Q)(1)(a)(i)



THE GABELLI UTILITY TRUST
AMENDED AND RESTATED STATEMENT OF PREFERENCES
OF
5.625% SERIES A CUMULATIVE PREFERRED SHARES

            The Gabelli Utility Trust, a Delaware statutory
trust (hereinafter called the "Trust"), hereby certifies that:
            FIRST: The Board of Trustees of the Trust, at a
meeting duly convened and held on February 19, 2003, pursuant
to authority expressly vested in it by Article III of the
Agreement and Declaration of Trust, adopted resolutions
classifying and designating 2,000,000 authorized but unissued
capital shares of the Trust, par value $.001 per share, as
"5.625% Series A Cumulative Preferred Shares" and authorizing
the issuance of up to 2,000,000 shares of 5.625% Series A
Cumulative Preferred Shares at such times as the Pricing
Committee should determine.
            SECOND: The Pricing Committee, at a meeting duly
convened and held on July 22, 2003, pursuant to authority
granted it by the Board of Trustees of the Trust at its
February 19, 2003 meeting, approved the issuance by the Trust
of 1,200,000 5.625% Series A Cumulative Preferred Shares.
            THIRD: As a result of a notification from Moody's
that it no longer requires the delivery of a Basic Maintenance
Report or an Accountant's Confirmation, the Board of Trustees
of the Trust determined that it should amend this Statement of
Preferences to reflect the Moody's notification.
            FOURTH: The Board of Trustees of the Trust, at a
meeting duly convened and held on November 15, 2012, pursuant
to authority expressly vested in it by Part III of this
Statement of Preferences, authorized the officers of the Trust
to amend and restate this Statement of Preferences that was
initially executed on July 31, 2003.
            FIFTH: The preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the 5.625% Series A
Cumulative Preferred Shares, par value $.001 per share, as set
by the Board of Trustees are as follows:
PART I
DEFINITIONS
            Unless the context or use indicates another or
different meaning or intent, each of the following terms when
used in this Statement of Preferences shall have the meaning
ascribed to it below, whether such term is used in the
singular or plural and regardless of tense:
            "Adjusted Value" of each Moody's Eligible Asset
shall be computed as follows:
            (a)  cash shall be valued at 100% of the face value
thereof; and
            (b)  all other Moody's Eligible Assets shall be
valued at the Discounted Value thereof; and
            (c)  each asset that is not a Moody's Eligible Asset
shall be valued at zero.
            "Administrator" means the other party to the
Administration Agreement with the Trust which shall initially
be Gabelli Funds, LLC, a New York limited liability company,
and will include, as appropriate, any sub-administrator
appointed by the Administrator.
            "ADRs" means U.S. dollar-denominated American
Depository Receipts.
            "Adviser" means Gabelli Funds, LLC, a New York
limited liability company, or such other person as shall be
serving as the investment adviser of the Trust.
            "Annual Valuation Date" means the Valuation Date
each calendar year so designated by the Trust, commencing in
the calendar year 2003.
            "Asset Coverage" means asset coverage, as determined
in accordance with Section 18(h) of the 1940 Act, of at least
200% with respect to all outstanding senior securities of the
Trust which are stock, including all Outstanding Series A
Preferred Shares (or such other asset coverage as may in the
future be specified in or under the 1940 Act as the minimum
asset coverage for senior securities which are stock of a
closed-end investment company as a condition of declaring
dividends on its common stock), determined on the basis of
values calculated as of a time within 48 hours (not including
Saturdays, Sundays or holidays) next preceding the time of
such determination.
            "Basic Maintenance Amount" means, as of any
Valuation Date, the dollar amount equal to (a) the sum of (i)
the product of the number of shares of each class or series of
Preferred Shares Outstanding on such Valuation Date multiplied
by the Liquidation Preference per share; (ii) to the extent
not included in (i) the aggregate amount of cash dividends
(whether or not earned or declared) that will have accumulated
for each Outstanding Preferred Share from the most recent
Dividend Payment Date to which dividends have been paid or
duly provided for (or, in the event the Basic Maintenance
Amount is calculated on a date prior to the initial Dividend
Payment Date with respect to a class or series of the
Preferred Shares, then from the Date of Original Issue)
through the Valuation Date plus all dividends to accumulate on
the Preferred Shares then Outstanding during the 70 days
following such Valuation Date or, if less, during the number
of days following such Valuation Date that Preferred Shares
called for redemption are scheduled to remain Outstanding;
(iii) the Trust's other liabilities due and payable as of such
Valuation Date (except that dividends and other distributions
payable by the Trust on Common Shares shall not be included as
a liability) and such liabilities projected to become due and
payable by the Trust during the 90 days following such
Valuation Date (excluding liabilities for investments to be
purchased and for dividends and other distributions not
declared as of such Valuation Date); and (iv) any current
liabilities of the Trust as of such Valuation Date to the
extent not reflected in (or specifically excluded by) any of
(a)(i) through (a)(iii) (including, without limitation, and
immediately upon determination, any amounts due and payable by
the Trust pursuant to reverse repurchase agreements and any
payables for assets purchased as of such Valuation Date) less
(b)(i) the Adjusted Value of any of the Trust's assets or (ii)
the face value of any of the Trust's assets if, in the case of
both (b)(i) and (b)(ii), such assets are either cash or
evidences of indebtedness which mature prior to or on the date
of redemption or repurchase of Preferred Shares or payment of
another liability and are either U.S. Government Obligations
or evidences of indebtedness which have a rating assigned by
Moody's of at least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at
least AAA, SP-1+ or A-1+, and are irrevocably held by the
Trust's custodian bank in a segregated account or deposited by
the Trust with the Dividend-Disbursing Agent for the payment
of the amounts needed to redeem or repurchase Preferred Shares
subject to redemption or repurchase or any of (a)(ii) through
(a)(iv); and provided that in the event the Trust has
repurchased Preferred Shares and irrevocably segregated or
deposited assets as described above with its custodian bank or
the Dividend-Disbursing Agent for the payment of the
repurchase price the Trust may deduct 100% of the Liquidation
Preference of such Preferred Shares to be repurchased from (a)
above. Basic Maintenance Amount shall, for purposes of this
Statement of Preferences, have a correlative meaning with
respect to any other class or series of Preferred Shares.
            "Basic Maintenance Amount Cure Date" means, with
respect to the Series A Preferred Shares, 10 Business Days
following a Valuation Date, such date being the last day upon
which the Trust's failure to comply with paragraph 5(a)(ii)(A)
of Part II hereof could be cured, and for the purposes of this
Statement of Preferences shall have a correlative meaning with
respect to any other class or series of Preferred Shares.
            "Board of Trustees" means the Board of Trustees of
the Trust or any duly authorized committee thereof as
permitted by applicable law.
            "Business Day" means a day on which the New York
Stock Exchange is open for trading and that is neither a
Saturday, Sunday nor any other day on which banks in The City
of New York, New York are authorized or obligated by law to
close.
            "By-Laws" means the By-Laws of the Trust as amended
from time to time.
            "Common Shares" means the common shares, par value
$.001 per share, of the Trust.
            "Cure Date" shall have the meaning set forth in
paragraph 3(a) of Part II hereof.
            "Date of Original Issue" means July 31, 2003, and
for the purposes of this Statement of Preferences shall have a
correlative meaning with respect to any other class or series
of Preferred Shares.
            "Declaration" means the Agreement and Declaration of
Trust of the Trust, dated as of February 25, 1999, as amended,
supplemented or restated from time to time (including by this
Statement of Preferences or by way of any other supplement or
Statement of Preferences authorizing or creating a class of
shares of beneficial interest in the Trust).
            "Deposit Assets" means cash, Short-Term Money Market
Instruments and U.S. Government Obligations. Except for
determining whether the Trust has Moody's Eligible Assets with
an Adjusted Value equal to or greater than the Basic
Maintenance Amount, each Deposit Asset shall be deemed to have
a value equal to its principal or face amount payable at
maturity plus any interest payable thereon after delivery of
such Deposit Asset but only if payable on or prior to the
applicable payment date in advance of which the relevant
deposit is made.
            "Discounted Value" means, as applicable, (a) the
quotient of the Market Value of an Eligible Asset divided by
the applicable Discount Factor or (b) such other formula for
determining the discounted value of an Eligible Asset as may
be established by an applicable Rating Agency, provided, in
either case that with respect to an Eligible Asset that is
currently callable, Discounted Value will be equal to the
applicable quotient or product as calculated above or the call
price, whichever is lower, and that with respect to an
Eligible Asset that is prepayable, Discounted Value will be
equal to the applicable quotient or product as calculated
above or the par value, whichever is lower.
            "Dividend-Disbursing Agent" means, with respect to
the Series A Preferred Shares, EquiServe Trust Company, N.A.
and its successors or any other dividend-disbursing agent
appointed by the Trust and, with respect to any other class or
series of Preferred Shares, the Person appointed by the Trust
as dividend-disbursing or paying agent with respect to such
class or series.
            "Dividend Payment Date" means with respect to the
Series A Preferred Shares, any date on which dividends
declared by the Board of Trustees thereon are payable pursuant
to the provisions of paragraph 1(a) of Part II of this
Statement of Preferences and shall for the purposes of this
Statement of Preferences have a correlative meaning with
respect to any other class or series of Preferred Shares.
            "Dividend Period" shall have the meaning set forth
in paragraph 1(a) of Part II hereof, and for the purposes of
this Statement of Preferences shall have a correlative meaning
with respect to any other class or series of Preferred Shares.
            "Governing Documents" means the Declaration and the
By-Laws.
            "Independent Accountant" means a nationally
recognized accountant, or firm of accountants, that is with
respect to the Trust an independent public accountant or firm
of independent public accountants under the Securities Act of
1933, as amended.
            "Liquidation Preference" shall, with respect to the
Series A Preferred Shares, have the meaning set forth in
paragraph 2(a) of Part II hereof, and for the purposes of this
Statement of Preferences shall have a correlative meaning with
respect to any other class or series of Preferred Shares.
            "Market Value" means the amount determined by the
Trust with respect to Moody's Eligible Assets in accordance
with valuation policies adopted from time to time by the Board
of Trustees as being in compliance with the requirements of
the 1940 Act.
            Notwithstanding the foregoing, "Market Value" may,
at the option of the Trust with respect to any of its assets,
mean the amount determined with respect to specific Moody's
Eligible Assets of the Trust in the manner set forth below:
(a)  as to any common or preferred stock which is a
Moody's Eligible Asset, (i) if the stock is
traded on a national securities exchange or
quoted on the Nasdaq System, the last sales
price reported on the Valuation Date or (ii) if
there was no reported sales price on the
Valuation Date, the lower of two bid prices for
such stock provided to the Administrator by two
recognized securities dealers with minimum
capitalizations of $25,000,000 (or otherwise
approved for such purpose by Moody's) or by one
such securities dealer and any other source
(provided that the utilization of such source
would not adversely affect Moody's then-current
rating of the Series A Preferred Shares), at
least one of which shall be provided in writing
or by telecopy, telex, other electronic
transcription, computer obtained quotation
reducible to written form or similar means, and
in turn provided to the Trust by any such means
by such Administrator, or, if two bid prices
cannot be obtained, such Moody's Eligible Asset
shall have a Market Value of zero;
(b)  as to any U.S. Government Obligation, Short
Term Money Market Instrument (other than demand
deposits, federal funds, bankers' acceptances
and next Business Day repurchase agreements) and
commercial paper with a maturity of greater than
60 days, the product of (i) the principal amount
(accreted principal to the extent such
instrument accretes interest) of such
instrument, and (ii) the lower of the bid prices
for the same kind of instruments having, as
nearly as practicable, comparable interest rates
and maturities provided by two recognized
securities dealers having a minimum
capitalization of $25,000,000 (or otherwise
approved for such purpose by Moody's) or by one
such dealer and any other source (provided that
the utilization of such source would not
adversely affect Moody's then-current rating of
the Series A Preferred Shares) to the
Administrator, at least one of which shall be
provided in writing or by telecopy, telex, other
electronic transcription, computer obtained
quotation reducible to written form or similar
means, and in turn provided to the Trust by any
such means by such Administrator, or, if two bid
prices cannot be obtained, such Moody's Eligible
Asset will have a Market Value of zero;
(c)  as to cash, demand deposits, federal funds,
bankers' acceptances and next Business Day
repurchase agreements included in Short-Term
Money Market Instruments, the face value
thereof;
(d)  as to any U.S. Government Obligation, Short-
Term Money Market Instrument or commercial paper
with a maturity of 60 days or fewer, amortized
cost unless the Board of Trustees determines
that such value does not constitute fair value;
(e)  as to any other evidence of indebtedness which
is a Moody's Eligible Asset, (i) the product of
(A) the unpaid principal balance of such
indebtedness as of the Valuation Date and (B)(1)
if such indebtedness is traded on a national
securities exchange or quoted on the Nasdaq
System, the last sales price reported on the
Valuation Date or (2) if there was no reported
sales price on the Valuation Date or if such
indebtedness is not traded on a national
securities exchange or quoted on the Nasdaq
System, the lower of two bid prices for such
indebtedness provided by two recognized dealers
with a minimum capitalization of $25,000,000 (or
otherwise approved for such purpose by Moody's)
or by one such dealer and any other source
(provided that the utilization of such source
would not adversely affect Moody's then-current
rating of the Series A Preferred Shares) to the
Administrator, at least one of which shall be
provided in writing or by telecopy, telex, other
electronic transcription, computer obtained
quotation reducible to written form or similar
means, and in turn provided to the Trust by any
such means by such Administrator, plus (ii)
accrued interest on such indebtedness.
            "Moody's" means Moody's Investors Service, Inc., or
its successors at law. In the event that Moody's is no longer
rating the Series A Preferred Shares at the request of the
Trust, "Moody's" shall be deemed to refer to any other
nationally recognized securities rating agency designated by
the Trust.

            "Moody's Discount Factor" means, with respect to a
Moody's Eligible Asset specified below, the following
applicable number:

   MOODY'S
TYPE OF MOODY'S ELIGIBLE ASSET:
AND
DISCOUNT FACTOR:

Short Term Money Market Instruments (other than U.S.
Government Obligations
set forth below) and other commercial paper:
     U.S. Treasury Securities with final maturities that are
less than or equal to 60 days      1.00
     Demand or time deposits, certificates of deposit and
bankers' acceptances includible
in Short Term Money Market Instruments        1.00
     Commercial paper rated P-1 by Moody's maturing in 30 days
or less.      1.00
     Commercial paper rated P-1 by Moody's maturing in more
than 30 days but in 270 days or less.      1.15
     Commercial paper rated A-1+ by S&P maturing in 270 days
or less       1.25
     Repurchase obligations includible in Short Term Money
Market Instruments if term is less than 30 days and counterparty
is  rated at least A2.       1.00

Other repurchase obligations...
      Discount Factor applicable to underlying assets
U.S. Common Stocks and Common Stocks of foreign issuers
for which ADR's are traded:

Utility ..      1.70
Industrial .       2.64
Financial ....       2.41

Common Stocks of foreign issuers (in existence for at least
five years) for which no ADR's are traded..      4.00

Convertible Preferred Stocks..      3.00

Preferred stocks:

     Auction rate preferred stocks      3.50

     Other preferred stocks issued by issuers in the financial
and industrial industries..      2.09

     Other preferred stocks issued by issuers in the utilities
     industry.      1.55

U.S. Government Obligations (other than U.S. Treasury
Securities Strips set
forth below) with remaining terms to maturity of:

     1 year or less.      1.04
     2 years or less      1.09
     3 years or less      1.12
     4 years or less.      1.15
     5 years or less.      1.18
     7 years of less..      1.21
     10 years or less..      1.24
     15 years or less..      1.25
     20 years or less..      1.26
     30 years or less..      1.26
U.S. Treasury Securities Strips with remaining terms to
maturity of:
     1 year or less..      1.04
     2 years or less..      1.10
     3 years or less..      1.14
     4 years or less..      1.18
     5 years or less..      1.21
     7 years or less..      1.27
     10 years or less..      1.34
     15 years or less..      1.45
     20 years or less..          1.54
     30 years or less..      1.66
Corporate Debt:
     Non-convertible corporate debt rated Aaa with remaining
terms to maturity of:
1 year or less.      1.09
2 years or less.      1.15
3 years or less..      1.20
4 years or less..      1.26
5 years or less..      1.32
7 years or less..      1.39
10 years or less.      1.45
15 years or less..      1.50
20 years or less..      1.50
30 years or less..      1.50
     Non-convertible corporate debt rated at least Aa3 with
remaining terms to maturity of:
1 year or less.      1.12
2 years of less.           1.18
3 years or less..      1.23
4 years or less..      1.29
5 years or less..      1.35
7 years or less..      1.43
10 years or less..       1.50
15 years or less..      1.55
20 years or less..      1.55
30 years or less..      1.55
     Non-convertible corporate debt rated at least A3 with
remaining terms to
     maturity of:
1 year or less..      1.15
2 years or less..      1.22
3 years or less..      1.27
4 years or less..      1.33
5 years or less..      1.39
7 years or less..      1.47
10 years or less..      1.55
15 years or less..      1.60
20 years or less..      1.60
30 years or less..      1.60
     Non-convertible corporate debt rated at least Baa3 with
remaining terms
     of maturity of:
1 year or less..      1.18
2 years or less..      1.25
3 years or less..      1.31
4 years or less..      1.38
5 years or less..      1.44
7 years or less..      1.52
10 years or less..      1.60
15 years or less..      1.65

20 years or less..      1.65
30 years or less..      1.65
     Non-convertible corporate debt rated at least Ba3 with
remaining terms  of maturity of:
1 year or less..      1.37
2 years or less...      1.46
3 years or less..      1.56
4 years or less..      1.61
5 years or less..      1.68
7 years or less..      1.79
10 years or less..      1.89
15 years or less..      1.96
20 years or less..      1.96
30 years or less..      1.96
     Non-convertible corporate debt rated at least B1 and B2
with remaining terms of maturity of:
1 year or less..      1.50
2 years or less      1.60
3 years or less..      1.68
4 years or less..      1.76
5 years or less.      1.86
7 years or less..      1.97
10 years or less..      2.08
15 years or less..      2.16
20 years or less..       2.28
30 years or less        2.29
Non-convertible unrated corporate debt of any maturity    2.50
Convertible corporate debt securities rated at least Aa3
issued by the following type of issuers:
     Utility      1.62-1.67
     Industrial        2.56-2.61
     Financial      2.33-2.38
     Transportation      2.50-2.65
Convertible corporate debt securities rated at least A3 issued
by the following type of issuers:
     Utility..      1.72
     Industrial      2.66
     Financial      2.43
     Transportation      2.75
Convertible corporate debt securities rated at least Baa3
issued by the following type of issuers:
     Utility        1.88
     Industrial      2.82
     Financial      2.59
     Transportation      2.85
Convertible corporate debt securities rated at least Ba3
issued by the following type of issuers:
     Utility..           1.95
     Industrial..      2.90
     Financial..       2.65
     Transportation..           2.90
Convertible corporate debt securities rated at least B2 issued
by the following type of issuers:
     Utility..      1.99
     Industrial..       2.93
     Financial..       2.70
     Transportation..      2.95

            "Moody's Eligible Assets" means:
(a)  cash (including, for this purpose, receivables
for investments sold to a counterparty whose
senior debt securities are rated at least Baa3
by Moody's or a counterparty approved by Moody's
and payable within five Business Days following
such Valuation Date and dividends and interest
receivable within 49 days on investments);
(b)  Short-Term Money Market Instruments;
(c)  commercial paper that is not includible as a
Short-Term Money Market Instrument having on the
Valuation Date a rating from Moody's of at least
P-1 and maturing within 270 days;
(d)  preferred stocks (i) which either (A) are
issued by issuers whose senior debt securities
are rated at least Baa1 by Moody's or (B) are
rated at least Baa3 by Moody's or (C) in the
event an issuer's senior debt securities or
preferred stock is not rated by Moody's, which
either (1) are issued by an issuer whose senior
debt securities are rated at least A- by S&P or
(2) are rated at least A- by S&P and for this
purpose have been assigned a Moody's equivalent
rating of at least Baa3, (ii) of issuers which
have (or, in the case of issuers which are
special purpose corporations, whose parent
companies have) common stock listed on the New
York Stock Exchange, the American Stock Exchange
or the Nasdaq National Market System, (iii)
which have a minimum issue size (when taken
together with other of the issuer's issues of
similar tenor) of $50,000,000, (iv) which have
paid cash dividends consistently during the
preceding three-year period (or, in the case of
new issues without a dividend history, are rated
at least A1 by Moody's or, if not rated by
Moody's, are rated at least AA- by S&P), (v)
which pay cumulative cash dividends in U.S.
dollars, (vi) which are not convertible into any
other class of stock and do not have warrants
attached, (vii) which are not issued by issuers
in the transportation industry and (viii) in the
case of auction rate preferred stocks, which are
rated at least Aa3 by Moody's, or if not rated
by Moody's, AAA by S&P, AAA by Fitch or are
otherwise approved in writing by Moody's and
have never had a failed auction; provided,
however, that for this purpose the aggregate
Market Value of the Trust's holdings of any
single issue of auction rate preferred stock
shall not be more than 1% of the Trust's total
assets.
(e)  common stocks (i) (A) which are traded on a
nationally recognized stock exchange or in the
over-the-counter market, (B) if cash dividend
paying, pay cash dividends in U.S. dollars and
(C) which may be sold without restriction by the
Trust; provided, however, that (y) common stock
which, while a Moody's Eligible Asset owned by
the Trust, ceases paying any regular cash
dividend will no longer be considered a Moody's
Eligible Asset until 71 days after the date of
the announcement of such cessation, unless the
issuer of the common stock has senior debt
securities rated at least A3 by Moody's and (z)
the aggregate Market Value of the Trust's
holdings of the common stock of any issuer in
excess of 4% in the case of utility common stock
and 6% in the case of non-utility common stock
of the aggregate Market Value of the Trust's
holdings shall not be Moody's Eligible Assets,
(ii) which are securities denominated in any
currency other than the U.S. dollar or
securities of issuers formed under the laws of
jurisdictions other than the United States, its
states and the District of Columbia for which
there are dollar-denominated ADRs or their
equivalents which are traded in the United
States on exchanges or over-the-counter and are
issued by banks formed under the laws of the
United States, its states or the District of
Columbia or (iii) which are securities of
issuers formed under the laws of jurisdictions
other than the United States (and in existence
for at least five years) for which no ADRs are
traded; provided, however, that the aggregate
Market Value of the Trust's holdings of
securities denominated in currencies other than
the U.S. dollar and ADRs in excess of (A) 6% of
the aggregate Market Value of the outstanding
shares of common stock of such issuer thereof or
(B) 10% of the Market Value of the Trust's
Moody's Eligible Assets with respect to issuers
formed under the laws of any single such non-
U.S. jurisdiction other than Australia, Belgium,
Canada, Denmark, Finland, France, Germany,
Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Spain, Sweden, Switzerland and
the United Kingdom, shall not be a Moody's
Eligible Asset;
(f)  ADR securities, based on the following
guidelines: (i) Sponsored ADR program or (ii)
Level II or Level III ADRs. Private placement
Rule 144A ADRs are not eligible for collateral
consideration. Global GDR programs will be
evaluated on a case by case basis;
(g)  U.S. Government Obligations;
(h)  corporate evidences of indebtedness (i) which
may be sold without restriction by the Trust
which are rated at least B3 (Caa subordinate) by
Moody's (or, in the event the security is not
rated by Moody's, the security is rated at least
BB- by S&P and which for this purpose is
assigned a Moody's equivalent rating of one full
rating category lower), with such rating
confirmed on each Valuation Date, (ii) which
have a minimum issue size of at least (A)
$100,000,000 if rated at least Baa3 or (B)
$50,000,000 if rated B or Ba3, (iii) which are
not convertible or exchangeable into equity of
the issuing corporation and have a maturity of
not more than 30 years, and (iv) for which, if
rated below Baa3 or not rated, the aggregate
Market Value of the Trust's holdings do not
exceed 10% of the aggregate Market Value of any
individual issue of corporate evidences of
indebtedness calculated at the time of original
issuance; and
(i)  convertible corporate evidences of indebtedness
(i) which are issued by issuers whose senior
debt securities are rated at least B2 by Moody's
(or, in the event an issuer's senior debt
securities are not rated by Moody's, which are
issued by issuers whose senior debt securities
are rated at least BB by S&P and which for this
purpose is assigned a Moody's equivalent rating
of one full rating category lower), (ii) which
are convertible into common stocks which are
traded on the New York Stock Exchange or the
American Stock Exchange or are quoted on the
Nasdaq National Market System, and (iii) which,
if cash dividend paying, pay cash dividends in
U.S. dollars; provided, however, that once
convertible corporate evidences of indebtedness
have been converted into common stock, the
common stock issued upon conversion must satisfy
the criteria set forth in clause (e) above and
other relevant criteria set forth in this
definition in order to be a Moody's Eligible
Asset;
provided, however, that the Trust's investments in auction
rate preferred stocks described in clause (d) above shall be
included in Moody's Eligible Assets only to the extent that
the aggregate Market Value of such stocks does not exceed 10%
of the aggregate Market Value of all of the Trust's
investments meeting the criteria set forth in clauses (a)
through (g) above less the aggregate Market Value of those
investments excluded from Moody's Eligible Assets pursuant to
the paragraph appearing after clause (j) below; and
(j)  no assets which are subject to any lien or
irrevocably deposited by the Trust for the
payment of amounts needed to the obligations
described in clauses (a)(i) through (a)(iv) of
the definition of "Basic Maintenance Amount" may
be includible in Moody's Eligible Assets.
            Notwithstanding anything to the contrary in the
preceding clauses (a)-(j), the Trust's investment in preferred
stock, common stock, corporate evidences of indebtedness and
convertible corporate evidences of indebtedness shall not be
treated as Moody's Eligible Assets except to the extent they
satisfy the following diversification requirements (utilizing
Moody's Industry and Sub-industry Categories) with respect to
the Market Value of the Trust's holdings:
Issuer:

                       Non-Utility               Utility

                       Maximum                   Maximum
                 Single            Single

              Issuer(3)(4)       Issuer(3)(4)

Moody's
Rating(1)(2)

Aaa             100%                100%

Aa              20%                  20%

A               10%                  10%

CS/CB,
Baa(5)          6%                   4%

Ba               4%                  4%

B1/B2           3%                   3%

B3 or below      2%                  2%


Industry and State:

 Utility        Non-Utility        Maximum         Utility
                 Maximum        Single Sub-        Maximum
                 Single                            Single

Moody's
Rating(1)      Industry(3)     Industry(3)(6)      State(3)

Aaa             100%               100%              100%

Aa              60%                60%               20%

A               40%                50%              10%(7)

CS/CB,
Baa(5)         20%                 50%               7%(7)

Ba             12%                 12%                0%

B1/B2          8%                  8%                 0%

B3 or below    5%                  5%                 0%

___________________
(1)  Unless conclusions regarding liquidity risk as well as
estimates of both the probability and severity of default
for the Trust's assets can be derived from other sources,
securities rated below B by Moody's and unrated
securities, which are securities rated by neither
Moody's, S&P nor Fitch, are limited to 10% of Moody's
Eligible Assets. If a corporate, municipal or other debt
security is unrated by Moody's, S&P or Fitch, the Trust
will use the percentage set forth under "Below B and
Unrated" in this table. Ratings assigned by S&P or Fitch
are generally accepted by Moody's at face value. However,
adjustments to face value may be made to particular
categories of credits for which the S&P and/or Fitch
rating does not seem to approximate a Moody's rating
equivalent.
(2)  Corporate evidences of indebtedness from issues ranging
from $50,000,000 to $100,000,000 are limited to 20% of
Moody's Eligible Assets.
(3)  The referenced percentages represent maximum cumulative
totals only for the related Moody's rating category and
each lower Moody's rating category.
(4)  Issuers subject to common ownership of 25% or more are
considered as one name.
(5)  CS/CB refers to common stock and convertible corporate
evidences of indebtedness, which are diversified
independently from the rating level.
(6)  In the case of utility common stock, utility preferred
stock, utility evidences of indebtedness and utility
convertible evidences of indebtedness, the definition of
industry refers to sub-industries (electric, water, hydro
power, gas, diversified). Investments in other sub-
industries are eligible only to the extent that the
combined sum represents a percentage position of the
Moody's Eligible Assets less than or equal to the
percentage limits in the diversification tables above.

(7)  Such percentage shall be 15% in the case of utilities
regulated by California, New York and Texas.
            "Moody's Industry Classifications" means for the
purposes of determining Moody's Eligible Assets, each of the
following industry classifications (or such other
classifications as Moody's may from time to time approve for
application to the Series A Preferred Shares).
1.  Aerospace and Defense: Major Contractor,
Subsystems, Research, Aircraft Manufacturing,
Arms, Ammunition.
2.  Automobile: Automobile Equipment, Auto-
Manufacturing, Auto Parts Manufacturing,
Personal Use Trailers, Motor Homes, Dealers.
3.  Banking: Bank Holding, Savings and Loans,
Consumer Credit, Small Loan, Agency, Factoring,
Receivables.
4.  Beverage, Food and Tobacco: Beer and Ale,
Distillers, Wines and Liquors, Distributors,
Soft Drink Syrup, Bottlers, Bakery, Mill Sugar,
Canned Foods, Corn Refiners, Dairy Products,
Meat Products, Poultry Products, Snacks,
Packaged Foods, Distributors, Candy, Gum,
Seafood, Frozen Food, Cigarettes, Cigars,
Leaf/Snuff, Vegetable Oil.
5.  Buildings and Real Estate: Brick, Cement,
Climate Controls, Contracting, Engineering,
Construction, Hardware, Forest Products
(building-related only), Plumbing, Roofing,
Wallboard, Real Estate, Real Estate Development,
REITs, Land Development.
6.  Chemicals, Plastics and Rubber: Chemicals (non-
agricultural), Industrial Gases, Sulphur,
Plastics, Plastic Products, Abrasives, Coatings,
Paints, Varnish, Fabricating Containers.
7.  Packaging and Glass: Glass, Fiberglass,
Containers made of: Glass, Metal, Paper,
Plastic, Wood or Fiberglass.
8.  Personal and Non-Durable Consumer Products
(Manufacturing Only): Soaps, Perfumes,
Cosmetics, Toiletries, Cleaning Supplies, School
Supplies.
9.  Diversified/Conglomerate Manufacturing.
10.  Diversified/Conglomerate Service.
11.  Diversified Natural Resources, Precious Metals
and Minerals: Fabricating, Distribution.
12.  Ecological: Pollution Control, Waste Removal,
Waste Treatment and Waste Disposal.
13.  Electronics: Computer Hardware, Electric
Equipment, Components, Controllers, Motors,
Household Appliances, Information Service
Communication Systems, Radios, TVs, Tape
Machines, Speakers, Printers, Drivers,
Technology.
14.  Finance: Investment Brokerage, Leasing,
Syndication, Securities.
15.  Farming and Agriculture: Livestock, Grains,
Produce, Agriculture Chemicals, Agricultural
Equipment, Fertilizers.
16.  Grocery: Grocery Stores, Convenience Food
Stores.
17.  Healthcare, Education and Childcare: Ethical
Drugs, Proprietary Drugs, Research, Health Care
Centers, Nursing Homes, HMOs, Hospitals,
Hospital Supplies, Medical Equipment.
18.  Home and Office Furnishings, Housewares, and
Durable Consumer Products: Carpets, Floor
Coverings, Furniture, Cooking, Ranges.
19.  Hotels, Motels, Inns and Gaming.
20.  Insurance: Life, Property and Casualty, Broker,
Agent, Surety.
21.  Leisure, Amusement, Motion Pictures,
Entertainment:  Boating, Bowling, Billiards,
Musical Instruments, Fishing, Photo Equipment,
Records, Tapes, Sports, Outdoor Equipment
(Camping), Tourism, Resorts, Games, Toy
Manufacturing, Motion Picture Production
Theaters, Motion Picture Distribution.
22.  Machinery (Non-Agricultural, Non-Construction,
Non-Electronic): Industrial, Machine Tools,
Steam Generators.
23.  Mining, Steel, Iron and Non-Precious Metals:
Coal, Copper, Lead, Uranium, Zinc, Aluminum,
Stainless Steel, Integrated Steel, Ore
Production, Refractories, Steel Mill Machinery,
Mini-Mills, Fabricating, Distribution and Sales
of the foregoing.
24.  Oil and Gas: Crude Producer, Retailer, Well
Supply, Service and Drilling.
25.  Printing, Publishing, and Broadcasting: Graphic
Arts, Paper, Paper Products, Business Forms,
Magazines, Books, Periodicals, Newspapers,
Textbooks, Radio, T.V., Cable Broadcasting
Equipment.
26.  Cargo Transport: Rail, Shipping, Railroads,
Rail-car Builders, Ship Builders, Containers,
Container Builders, Parts, Overnight Mail,
Trucking, Truck Manufacturing, Trailer
Manufacturing, Air Cargo, Transport.
27.  Retail Stores: Apparel, Toy, Variety, Drugs,
Department, Mail Order Catalog, Showroom.
28.  Telecommunications: Local, Long Distance,
Independent, Telephone, Telegraph, Satellite,
Equipment, Research, Cellular.
29.  Textiles and Leather: Producer, Synthetic
Fiber, Apparel Manufacturer, Leather Shoes.
30.  Personal Transportation: Air, Bus, Rail, Car
Rental.
31.  Utilities: Electric, Water, Hydro Power, Gas.
32.  Diversified Sovereigns: Semi-sovereigns,
Canadian Provinces, Supra-national Agencies.
            The Trust will use SIC codes in determining which
industry classification is applicable to a particular
investment in consultation with the Independent Accountant and
Moody's, to the extent the Trust considers necessary.
            "1933 Act" means the Securities Act of 1933, as
amended, or any successor statute.
            "1940 Act" means the Investment Company Act of 1940,
as amended, or any successor statute.
            "Notice of Redemption" shall have the meaning set
forth in paragraph 3(c)(i) of Part II hereof.
            "Outstanding" means, as of any date, Preferred
Shares theretofore issued by the Trust except:
(a)  any such Preferred Share theretofore cancelled
by the Trust or delivered to the Trust for
cancellation;
(b)  any such Preferred Share, other than an auction
rate Preferred Share, as to which a notice of
redemption shall have been given and for whose
payment at the redemption thereof Deposit Assets
in the necessary amount are held by the Trust in
trust for, or have been irrevocably deposited
with the relevant disbursing agent for payment
to, the holder of such share pursuant to the
Statement of Preferences with respect thereto;
(c)  in the case of an auction rate Preferred Share,
any such share theretofore delivered to the
auction agent for cancellation or with respect
to which the Trust has given notice of
redemption and irrevocably deposited with the
paying agent sufficient funds to redeem such
share; and
(d)  any such Preferred Share in exchange for or in
lieu of which other shares have been issued and
delivered.
Notwithstanding the foregoing, (i) for purposes of voting
rights (including the determination of the number of shares
required to constitute a quorum), any Preferred Shares as to
which the Trust or any subsidiary of the Trust is the holder
will be disregarded and deemed not Outstanding, and (ii) in
connection with any auction of Auction Market Preferred Shares
as to which the Trust or any Person known to the auction agent
to be a subsidiary of the Trust is the holder will be
disregarded and not deemed Outstanding.
            "Person" means and includes an individual, a
partnership, the Trust, a trust, a corporation, a limited
liability company, an unincorporated association, a joint
venture or other entity or a government or any agency or
political subdivision thereof.
            "Preferred Shares" means the preferred shares, par
value $.001 per share, of the Trust, and includes the Series A
Preferred Shares.
            "Pricing Service" means any of the following:
Bloomberg Financial Service, Bridge Information Services, Data
Resources Inc., FT Interactive, International Securities
Market Association, Merrill Lynch Securities Pricing Service,
Muller Data Corp., Reuters, S&P/J.J. Kenny, Telerate, Trepp
Pricing and Wood Gundy.
            "Redemption Price" has the meaning set forth in
paragraph 3(a) of Part II hereof, and for the purposes of this
Statement of Preferences shall have a correlative meaning with
respect to any other class or series of Preferred Shares.
            "S&P" means Standard & Poor's Ratings Services, or
its successors at law.
            "Series A Preferred Shares" means the 5.625% Series
A Cumulative Preferred Shares, par value $.001 per share, of
the Trust.
            "Series A Asset Coverage Cure Date" means, with
respect to the failure by the Trust to maintain Asset Coverage
(as required by paragraph 5(a)(i) of Part II hereof) as of the
last Business Day of each March, June, September and December
of each year, 49 days following such Business Day.
            "Short-Term Money Market Instruments" means the
following types of instruments if, on the date of purchase or
other acquisition thereof by the Trust, the remaining term to
maturity thereof is not in excess of 180 days:
(i)  commercial paper rated A-1 if such commercial
paper matures in 30 days or A-1+ if such
commercial paper matures in over 30 days;
(ii)  demand or time deposits in, and banker's
acceptances and certificates of deposit of (A) a
depository institution or trust company
incorporated under the laws of the United States
of America or any state thereof or the District
of Columbia or (B) a United States branch office
or agency of a foreign depository institution
(provided that such branch office or agency is
subject to banking regulation under the laws of
the United States, any state thereof or the
District of Columbia);
(iii)  overnight funds; and
(iv)  U.S. Government Obligations.
            "Trust" means The Gabelli Utility Trust, a Delaware
statutory trust.
            "U.S. Government Obligations" means direct
obligations of the United States or by its agencies or
instrumentalities that are entitled to the full faith and
credit of the United States and that, other than United States
Treasury Bills, provide for the periodic payment of interest
and the full payment of principal at maturity or call for
redemption.
            "Valuation Date" means the last Business Day of each
month, or such other date as the Trust and Moody's may agree
to for purposes of determining the Basic Maintenance Amount.
            "Voting Period" shall have the meaning set forth in
paragraph 4(b) of Part II hereof.


PART II
SERIES A PREFERRED SHARES
            1. Dividends.
            (a) Holders of Series A Preferred Shares shall be
entitled to receive, when, as and if declared by the Board of
Trustees, out of funds legally available therefor, cumulative
cash dividends at the rate of 5.625 per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months) of
the Liquidation Preference on the Series A Preferred Shares
and no more, payable quarterly on March 26, June 26, September
26 and December 26 in each year (each, a Dividend Payment
Date) commencing September 26, 2003 (or, if any such day is
not a Business Day, then on the next succeeding Business Day)
to holders of record of Series A Preferred Shares as they
appear on the stock register of the Trust at the close of
business on the fifth preceding Business Day in preference to
dividends on Common Shares and any other capital shares of the
Trust ranking junior to the Series A Preferred Shares in
payment of dividends. Dividends on Series A Preferred Shares
shall accumulate from the date on which such shares are
originally issued. Each period beginning on and including a
Dividend Payment Date (or the Date of Original Issue, in the
case of the first dividend period after issuance of such
shares) and ending on but excluding the next succeeding
Dividend Payment Date is referred to herein as a "Dividend
Period." Dividends on account of arrears for any past Dividend
Period or in connection with the redemption of Series A
Preferred Shares may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record
on such date not exceeding 30 days preceding the payment date
thereof as shall be fixed by the Board of Trustees.
            (b) (i) No full dividends shall be declared or paid
on Series A Preferred Shares for any Dividend Period or part
thereof unless full cumulative dividends due through the most
recent Dividend Payment Dates therefor for all series of
Preferred Shares of the Trust ranking on a parity with the
Series A Preferred Shares as to the payment of dividends have
been or contemporaneously are declared and paid through the
most recent Dividend Payment Dates therefor. If full
cumulative dividends due have not been paid on all such
Outstanding Preferred Shares, any dividends being paid on such
Preferred Shares (including the Series A Preferred Shares)
will be paid as nearly pro rata as possible in proportion to
the respective amounts of dividends accumulated but unpaid on
each such series of Preferred Shares on the relevant Dividend
Payment Date. No holders of Series A Preferred Shares shall be
entitled to any dividends, whether payable in cash, property
or shares, in excess of full cumulative dividends as provided
in this paragraph 1(b)(i) on Series A Preferred Shares. No
interest or sum of money in lieu of interest shall be payable
in respect of any dividend payments on any Series A Preferred
Shares that may be in arrears.
            (ii) For so long as Series A Preferred Shares are
Outstanding, the Trust shall not pay any dividend or other
distribution (other than a dividend or distribution paid in
Common Shares, or options, warrants or rights to subscribe for
or purchase Common Shares or other shares, if any, ranking
junior to the Series A Preferred Shares as to dividends and
upon liquidation) in respect of the Common Shares or any other
shares of the Trust ranking junior to the Series A Preferred
Shares as to the payment of dividends and the distribution of
assets upon liquidation, or call for redemption, redeem,
purchase or otherwise acquire for consideration any Common
Shares or any other shares of the Trust ranking junior to the
Series A Preferred Shares as to the payment of dividends and
the distribution of assets upon liquidation (except by
conversion into or exchange for shares of the Trust ranking
junior to the Series A Preferred Shares as to dividends and
upon liquidation), unless, in each case, (A) immediately
thereafter, the aggregate Adjusted Value of the Trust's
Moody's Eligible Assets shall equal or exceed the Basic
Maintenance Amount and the Trust shall have Asset Coverage,
(B) all cumulative dividends on all Series A Preferred Shares
due on or prior to the date of the transaction have been
declared and paid (or shall have been declared and sufficient
funds for the payment thereof deposited with the applicable
Dividend-Disbursing Agent) and (C) the Trust has redeemed the
full number of Series A Preferred Shares to be redeemed
mandatorily pursuant to any provision contained herein for
mandatory redemption.
            (iii) Any dividend payment made on the Series A
Preferred Shares shall first be credited against the dividends
accumulated with respect to the earliest Dividend Period for
which dividends have not been paid.
            (c) Not later than the Business Day immediately
preceding each Dividend Payment Date, the Trust shall deposit
with the Dividend-Disbursing Agent Deposit Assets having an
initial combined value sufficient to pay the dividends that
are payable on such Dividend Payment Date, which Deposit
Assets shall mature on or prior to such Dividend Payment Date.
The Trust may direct the Dividend-Disbursing Agent with
respect to the investment of any such Deposit Assets, provided
that such investment consists exclusively of Deposit Assets
and provided further that the proceeds of any such investment
will be available at the opening of business on such Dividend
Payment Date.
            2. Liquidation Rights.
            (a) In the event of any liquidation, dissolution or
winding up of the affairs of the Trust, whether voluntary or
involuntary, the holders of Series A Preferred Shares shall be
entitled to receive out of the assets of the Trust available
for distribution to shareholders, after satisfying claims of
creditors but before any distribution or payment shall be made
in respect of the Common Shares or any other shares of the
Trust ranking junior to the Series A Preferred Shares as to
liquidation payments, a liquidation distribution in the amount
of $25.00 per share (the "Liquidation Preference"), plus an
amount equal to all unpaid dividends accumulated to and
including the date fixed for such distribution or payment
(whether or not earned or declared by the Trust, but excluding
interest thereon), and such holders shall be entitled to no
further participation in any distribution or payment in
connection with any such liquidation, dissolution or winding
up.
            (b) If, upon any liquidation, dissolution or winding
up of the affairs of the Trust, whether voluntary or
involuntary, the assets of the Trust available for
distribution among the holders of all Outstanding Series A
Preferred Shares, and any other Outstanding class or series of
Preferred Shares of the Trust ranking on a parity with the
Series A Preferred Shares as to payment upon liquidation,
shall be insufficient to permit the payment in full to such
holders of Series A Preferred Shares of the Liquidation
Preference plus accumulated and unpaid dividends and the
amounts due upon liquidation with respect to such other
Preferred Shares, then such available assets shall be
distributed among the holders of Series A Preferred Shares and
such other Preferred Shares ratably in proportion to the
respective preferential liquidation amounts to which they are
entitled. Unless and until the Liquidation Preference plus
accumulated and unpaid dividends has been paid in full to the
holders of Series A Preferred Shares, no dividends or
distributions will be made to holders of the Common Shares or
any other shares of the Trust ranking junior to the Series A
Preferred Shares as to liquidation.
            3. Redemption.
            The Series A Preferred Shares shall be redeemed by
the Trust as provided below:
            (a) Mandatory Redemptions.
            If the Trust is required to redeem any Preferred
Shares (which may include Series A Preferred Shares) pursuant
to paragraphs 5(b) or 5(c) of Part II hereof, then the Trust
shall, to the extent permitted by the 1940 Act and Delaware
law, by the close of business on such Series A Asset Coverage
Cure Date or Basic Maintenance Amount Cure Date (herein
collectively referred to as a "Cure Date"), as the case may
be, fix a redemption date and proceed to redeem shares as set
forth in paragraph 3(c) hereof. On such redemption date, the
Trust shall redeem, out of funds legally available therefor,
the number of Preferred Shares, which, to the extent permitted
by the 1940 Act and Delaware law, at the option of the Trust
may include any proportion of Series A Preferred Shares or any
other series of Preferred Shares, equal to the minimum number
of shares the redemption of which, if such redemption had
occurred immediately prior to the opening of business on such
Cure Date, would have resulted in the Trust having Asset
Coverage or an Adjusted Value of its Moody's Eligible Assets
equal to or greater than the Basic Maintenance Amount, as the
case may be, immediately prior to the opening of business on
such Cure Date or, if Asset Coverage or an Adjusted Value of
its Eligible Assets equal to or greater than the Basic
Maintenance Amount, as the case may be, cannot be so restored,
all of the Outstanding Series A Preferred Shares, at a price
equal to $25.00 per share plus accumulated but unpaid
dividends (whether or not earned or declared by the Trust)
through the date of redemption (the "Redemption Price"). In
the event that Preferred Shares are redeemed pursuant to
paragraphs 5(b) or 5(c) of Part II hereof, the Trust may, but
is not required to, redeem a sufficient number of Series A
Preferred Shares pursuant to this paragraph 3(a) which, when
aggregated with other Preferred Shares redeemed by the Trust,
permits the Trust to have with respect to the Preferred Shares
(including the Series A Preferred Shares) remaining
Outstanding after such redemption (i) Asset Coverage of as
much as 220% and (ii) Moody's Eligible Assets with Adjusted
Value of as great as 110% of the Basic Maintenance Amount. In
the event that all of the Series A Preferred Shares then
Outstanding are required to be redeemed pursuant to paragraph
5 of Part II hereof, the Trust shall redeem such shares at the
Redemption Price and proceed to do so as set forth in
paragraph 3(c) hereof.
            (b) Optional Redemptions.
            Prior to July 31, 2008, the Series A Preferred
Shares are not subject to optional redemption by the Trust
unless such redemption is necessary, in the judgment of the
Board of Trustees, to maintain the Trust's status as a
regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. Commencing July 31,
2008 and thereafter, and prior thereto to the extent necessary
to maintain the Trust's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended, to the extent permitted by the 1940 Act and
Delaware law, the Trust may at any time upon Notice of
Redemption redeem the Series A Preferred Shares in whole or in
part at the Redemption Price per share, which notice shall
specify a redemption date of not fewer than 15 days nor more
than 40 days after the date of such notice.
            (c) Procedures for Redemption.
            (i) If the Trust shall determine or be required to
redeem Series A Preferred Shares pursuant to this paragraph 3,
it shall mail a written notice of redemption ("Notice of
Redemption") with respect to such redemption by first class
mail, postage prepaid, to each holder of the shares to be
redeemed at such holder's address as the same appears on the
stock books of the Trust on the close of business on such date
as the Board of Trustees may determine, which date shall not
be earlier than the second Business Day prior to the date upon
which such Notice of Redemption is mailed to the holders of
Series A Preferred Shares. Each such Notice of Redemption
shall state: (A) the redemption date as established by the
Board of Trustees; (B) the number of Series A Preferred Shares
to be redeemed; (C) the CUSIP number(s) of such shares; (D)
the Redemption Price; (E) the place or places where the
certificate(s) for such shares (properly endorsed or assigned
for transfer, if the Board of Trustees shall so require and
the Notice of Redemption shall so state) are to be surrendered
for payment in respect of such redemption; (F) that dividends
on the shares to be redeemed will cease to accrue on such
redemption date; (G) the provisions of this paragraph 3 under
which such redemption is made; and (H) in the case of a
redemption pursuant to paragraph 3(b), any conditions
precedent to such redemption. If fewer than all Series A
Preferred Shares held by any holder are to be redeemed, the
Notice of Redemption mailed to such holder also shall specify
the number or percentage of shares to be redeemed from such
holder. No defect in the Notice of Redemption or the mailing
thereof shall affect the validity of the redemption
proceedings, except as required by applicable law.
            (ii) If the Trust shall give a Notice of Redemption,
then by the close of business on the Business Day preceding
the redemption date specified in the Notice of Redemption (so
long as any conditions precedent to such redemption have been
met) or, if the Dividend-Disbursing Agent so agrees, another
date not later than the redemption date, the Trust shall (A)
deposit with the Dividend-Disbursing Agent Deposit Assets that
shall mature on or prior to such redemption date having an
initial combined value sufficient to effect the redemption of
the Series A Preferred Shares to be redeemed and (B) give the
Dividend-Disbursing Agent irrevocable instructions and
authority to pay the Redemption Price to the holders of the
Series A Preferred Shares called for redemption on the
redemption date. The Trust may direct the Dividend-Disbursing
Agent with respect to the investment of any Deposit Assets so
deposited provided that the proceeds of any such investment
will be available at the opening of business on such
redemption date. Upon the date of such deposit (unless the
Trust shall default in making payment of the Redemption
Price), all rights of the holders of the Series A Preferred
Shares so called for redemption shall cease and terminate
except the right of the holders thereof to receive the
Redemption Price thereof and such shares shall no longer be
deemed Outstanding for any purpose. The Trust shall be
entitled to receive, promptly after the date fixed for
redemption any cash in excess of the aggregate Redemption
Price of the Series A Preferred Shares called for redemption
on such date and any remaining Deposit Assets. Any assets so
deposited that are unclaimed at the end of two years from such
redemption date shall, to the extent permitted by law, be
repaid to the Trust, after which the holders of the Series A
Preferred Shares so called for redemption shall look only to
the Trust for payment of the Redemption Price thereof. The
Trust shall be entitled to receive, from time to time after
the date fixed for redemption, any interest on the Deposit
Assets so deposited.
            (iii) On or after the redemption date, each holder
of Series A Preferred Shares that are subject to redemption
shall surrender the certificate evidencing such shares to the
Trust at the place designated in the Notice of Redemption and
shall then be entitled to receive the cash Redemption Price,
without interest.
            (iv) In the case of any redemption of less than all
of the Series A Preferred Shares pursuant to this Statement of
Preferences, such redemption shall be made pro rata from each
holder of Series A Preferred Shares in accordance with the
respective number of shares held by each such holder on the
record date for such redemption.
            (v) Notwithstanding the other provisions of this
paragraph 3, the Trust shall not redeem Series A Preferred
Shares unless all accumulated and unpaid dividends on all
Outstanding Series A Preferred Shares and other Preferred
Shares ranking on a parity with the Series A Preferred Shares
with respect to dividends for all applicable past Dividend
Periods (whether or not earned or declared by the Trust) shall
have been or are contemporaneously paid or declared and
Deposit Assets for the payment of such dividends shall have
been deposited with the Dividend-Disbursing Agent as set forth
in paragraph 1(c) of Part II hereof, provided, however, that
the foregoing shall not prevent the purchase or acquisition of
outstanding Preferred Shares pursuant to the successful
completion of an otherwise lawful purchase or exchange offer
made on the same terms to holders of all Outstanding Series A
Preferred Shares.
            If the Trust shall not have funds legally available
for the redemption of, or is otherwise unable to redeem, all
the Series A Preferred Shares or other Preferred Shares
designated to be redeemed on any redemption date, the Trust
shall redeem on such redemption date the number of Series A
Preferred Shares and other Preferred Shares so designated as
it shall have legally available funds, or is otherwise able,
to redeem ratably on the basis of the Redemption Price from
each holder whose shares are to be redeemed, and the remainder
of the Series A Preferred Shares and other Preferred Shares
designated to be redeemed shall be redeemed on the earliest
practicable date on which the Trust shall have funds legally
available for the redemption of, or is otherwise able to
redeem, such shares upon Notice of Redemption.
            4. Voting Rights.
            (a) General.
            Except as otherwise provided in the Governing
Documents or a resolution of the Board of Trustees, or as
required by applicable law, holders of Series A Preferred
Shares shall have no power to vote on any matter except
matters submitted to a vote of the Common Shares. In any
matter submitted to a vote of the holders of the Common
Shares, each holder of Series A Preferred Shares shall be
entitled to one vote for each Series A Preferred Share held
and the holders of the Outstanding Preferred Shares, including
Series A Preferred Shares, and the Common Shares shall vote
together as a single class; provided, however, that at any
meeting of the shareholders of the Trust held for the election
of trustees, the holders of the Outstanding Preferred Shares,
including Series A Preferred Shares, shall be entitled, as a
class, to the exclusion of the holders of all other securities
and classes of capital shares of the Trust, to elect a number
of Trust's trustees, such that following the election of
trustees at the meeting of the shareholders, the Trust's Board
of Trustees shall contain two trustees elected by the holders
of the Outstanding Preferred Shares, including the Series A
Preferred Shares. Subject to paragraph 4(b) of Part II hereof,
the holders of the outstanding capital shares of the Trust,
including the holders of Outstanding Preferred Shares,
including the Series A Preferred Shares, voting as a single
class, shall elect the balance of the trustees.
            (b) Right to Elect Majority of Board of Trustees.
            During any period in which any one or more of the
conditions described below shall exist (such period being
referred to herein as a "Voting Period"), the number and/or
composition of trustees constituting the Board of Trustees
shall be adjusted as necessary to permit the holders of
Outstanding Preferred Shares, including the Series A Preferred
Shares, voting separately as one class (to the exclusion of
the holders of all other securities and classes of capital
shares of the Trust) to elect the number of trustees that,
when added to the two trustees elected exclusively by the
holders of Preferred Shares pursuant to paragraph 4(a) above,
would constitute a simple majority of the Board of Trustees as
so adjusted. The Trust and the Board of Trustees shall take
all necessary actions, including effecting the removal of
trustees or amendment of the Trust's Declaration, to effect an
adjustment of the number and/or composition of trustees as
described in the preceding sentence. A Voting Period shall
commence:
            (i) if at any time accumulated dividends (whether or
not earned or declared, and whether or not funds are then
legally available in an amount sufficient therefor) on the
Outstanding Series A Preferred Shares equal to at least two
full years' dividends shall be due and unpaid and sufficient
cash or specified securities shall not have been deposited
with the Dividend-Disbursing Agent for the payment of such
accumulated dividends; or
            (ii) if at any time Holders of any other Preferred
Shares are entitled to elect a majority of the trustees of the
Trust under the 1940 Act or Statement of Preferences creating
such shares.
            Upon the termination of a Voting Period, the voting
rights described in this paragraph 4(b) shall cease, subject
always, however, to the reverting of such voting rights in the
holders of Preferred Shares upon the further occurrence of any
of the events described in this paragraph 4(b).
            (c) Right to Vote with Respect to Certain Other
Matters.
            Subject to paragraph 1 of Part III of this Statement
of Preferences, so long as any Series A Preferred Shares are
Outstanding, the Trust shall not, without the affirmative vote
of the holders of a majority (as defined in the 1940 Act) of
the Preferred Shares Outstanding at the time and present and
voting on such matter, voting separately as one class, amend,
alter or repeal the provisions of this Statement of
Preferences so as to in the aggregate adversely affect the
rights and preferences set forth in any Statement of
Preferences, including the Series A Preferred Shares. To the
extent permitted under the 1940 Act, in the event that more
than one series of Preferred Shares are Outstanding, the Trust
shall not effect any of the actions set forth in the preceding
sentence which in the aggregate adversely affects the rights
and preferences set forth in the Statement of Preferences for
a series of Preferred Shares differently than such rights and
preferences for any other series of Preferred Shares without
the affirmative vote of the holders of at least a majority of
the Preferred Shares Outstanding and present and voting on
such matter of each series adversely affected (each such
adversely affected series voting separately as a class to the
extent its rights are affected differently). The holders of
the Series A Preferred Shares shall not be entitled to vote on
any matter that affects the rights or interests of only one or
more other series of Preferred Shares. The Trust shall notify
Moody's ten Business Days prior to any such vote described
above. Unless a higher percentage is required under the
Governing Documents or applicable provisions of the Delaware
Statutory Trust Act or the 1940 Act, the affirmative vote of
the holders of a majority of the Outstanding Preferred Shares,
including Series A Preferred Shares, voting together as a
single class, will be required to approve any plan of
reorganization adversely affecting the Preferred Shares or any
action requiring a vote of security holders under Section
13(a) of the 1940 Act. For purposes of this paragraph 4(c),
the phrase "vote of the holders of a majority of the
Outstanding Preferred Shares" (or any like phrase) shall mean,
in accordance with Section 2(a)(42) of the 1940 Act, the vote,
at the annual or a special meeting of the shareholders of the
Trust duly called (i) of 67 percent or more of the Preferred
Shares present at such meeting, if the holders of more than 50
percent of the Outstanding Preferred Shares are present or
repr esented by proxy; or (ii) of more than 50 percent of the
Outstanding Preferred Shares, whichever is less. The class
vote of holders of Preferred Shares described above will in
each case be in addition to a separate vote of the requisite
percentage of Common Shares and Preferred Shares, including
Series A Preferred Shares, voting together as a single class,
necessary to authorize the action in question. An increase in
the number of authorized Preferred Shares pursuant to the
Governing Documents or the issuance of additional shares of
any series of Preferred Shares (including Series A Preferred
Shares) pursuant to the Governing Documents shall not in and
of itself be considered to adversely affect the rights and
preferences of the Preferred Shares.
            (d) Voting Procedures.
            (i) As soon as practicable after the accrual of any
right of the holders of Preferred Shares to elect additional
trustees as described in paragraph 4(b) above, the Trust shall
call a special meeting of such holders and instruct the
Dividend-Disbursing Agent to mail a notice of such special
meeting to such holders, such meeting to be held not less than
10 nor more than 20 days after the date of mailing of such
notice. If the Trust fails to send such notice to the
Dividend-Disbursing Agent or if the Trust does not call such a
special meeting, it may be called by any such holder on like
notice. The record date for determining the holders entitled
to notice of and to vote at such special meeting shall be the
close of business on the day on which such notice is mailed or
such other date as the Board of Trustees shall determine. At
any such special meeting and at each meeting held during a
Voting Period, such holders of Preferred Shares, voting
together as a class (to the exclusion of the holders of all
other securities and classes of capital shares of the Trust),
shall be entitled to elect the number of trustees prescribed
in paragraph 4(b) above on a one-vote-per-share basis. At any
such meeting, or adjournment thereof in the absence of a
quorum, a majority of such holders present in person or by
proxy shall have the power to adjourn the meeting without
notice, other than by an announcement at the meeting, to a
date not more than 120 days after the original record date.
            (ii) For purposes of determining any rights of the
holders of Series A Preferred Shares to vote on any matter or
the number of shares required to constitute a quorum, whether
such right is created by this Statement of Preferences, by the
other provisions of the Governing Documents, by statute or
otherwise, any Series A Preferred Share which is not
Outstanding shall not be counted.
            (iii) The terms of office of all persons who are
trustees of the Trust at the time of a special meeting of
holders of Preferred Shares to elect trustees and who remain
trustees following such meeting shall continue,
notwithstanding the election at such meeting by such holders
of the number of trustees that they are entitled to elect, and
the persons so elected by such holders, together with the two
incumbent trustees elected by the holders of Preferred Shares,
and the remaining incumbent trustees elected by the holders of
the Common Shares and Preferred Shares, shall constitute the
duly elected trustees of the Trust.
            (iv) Upon the expiration of a Voting Period, the
terms of office of the additional trustees elected by the
holders of Preferred Shares pursuant to paragraph 4(b) above
shall expire at the earliest time permitted by law, and the
remaining trustees shall constitute the trustees of the Trust
and the voting rights of such holders of Preferred Shares,
including Series A Preferred Shares, to elect additional
trustees pursuant to paragraph 4(b) above shall cease, subject
to the provisions of the last sentence of paragraph 4(b). Upon
the expiration of the terms of the trustees elected by the
holders of Preferred Shares pursuant to paragraph 4(b) above,
the number of trustees shall be automatically reduced to the
number of trustees on the Board immediately preceding such
Voting Period.
            (e) Exclusive Remedy.
            Unless otherwise required by law, the holders of
Series A Preferred Shares shall not have any rights or
preferences other than those specifically set forth herein.
The holders of Series A Preferred Shares shall have no
preemptive rights or rights to cumulative voting. In the event
that the Trust fails to pay any dividends on the Series A
Preferred Shares, the exclusive remedy of the holders shall be
the right to vote for trustees pursuant to the provisions of
this paragraph 4.
            (f) Notification to Moody's.
            In the event a vote of holders of Series A Preferred
Shares is required pursuant to the provisions of Section 13(a)
of the 1940 Act, as long as the Series A Preferred Shares are
rated by Moody's at the Trust's request, the Trust shall, not
later than ten Business Days prior to the date on which such
vote is to be taken, notify Moody's that such vote is to be
taken and the nature of the action with respect to which such
vote is to be taken and, not later than ten Business Days
after the date on which such vote is taken, notify Moody's of
the result of such vote.
            5. Coverage Tests.
            (a) Determination of Compliance.
            For so long as any Series A Preferred Shares are
Outstanding, the Trust shall make the following
determinations:
            (i) Asset Coverage. The Trust shall have Asset
Coverage as of the last Business Day of each March, June,
September and December of each year in which any Series A
Preferred Shares are Outstanding.
            (ii) Basic Maintenance Amount Requirement.
            (A) For so long as any Series A Preferred Shares are
Outstanding and are rated by Moody's at the Trust's request,
the Trust shall maintain, on each Valuation Date, Moody's
Eligible Assets having an Adjusted Value at least equal to the
Basic Maintenance Amount, each as of such Valuation Date. Upon
any failure to maintain Moody's Eligible Assets having an
Adjusted Value at least equal to the Basic Maintenance Amount,
the Trust shall use all commercially reasonable efforts to
retain Moody's Eligible Assets having an Adjusted Value at
least equal to the Basic Maintenance Amount on or prior to the
Basic Maintenance Amount Cure Date, by altering the
composition of its portfolio or otherwise.
            (b) Failure to Meet Asset Coverage.
            If the Trust fails to have Asset Coverage as
provided in paragraph 5(a)(i) hereof and such failure is not
cured as of the related Series A Asset Coverage Cure Date, (i)
the Trust shall give a Notice of Redemption as described in
paragraph 3 of Part II hereof with respect to the redemption
of a sufficient number of Preferred Shares, which at the
Trust's determination (to the extent permitted by the 1940 Act
and Delaware law) may include any proportion of Series A
Preferred Shares, to enable it to meet the requirements of
paragraph 5(a)(i) above, and, at the Trust's discretion, such
additional number of Series A Preferred Shares or other
Preferred Shares in order that the Trust have Asset Coverage
with respect to the Series A Preferred Shares and any other
Preferred Shares remaining Outstanding after such redemption
as great as 220%, and (ii) deposit with the Dividend-
Disbursing Agent Deposit Securities having an initial combined
value sufficient to effect the redemption of the Series A
Preferred Shares or other Preferred Shares to be redeemed, as
contemplated by paragraph 3 of Part II hereof.
            (c) Failure to Maintain Moody's Eligible Assets
having an Adjusted Value at Least Equal to the Basic
Maintenance Amount.
            If the Trust fails to have Moody's Eligible Assets
having an Adjusted Value at least equal to the Basic
Maintenance Amount as provided in paragraph 5(a)(ii)(A) above
and such failure is not cured, the Trust shall, on or prior to
the Basic Maintenance Amount Cure Date, (i) give a Notice of
Redemption as described in paragraph 3 of Part II hereof with
respect to the redemption of a sufficient number of Series A
Preferred Shares or other Preferred Shares to enable it to
meet the requirements of paragraph 5(a)(ii)(A) above, and, at
the Trust's discretion, such additional number of Series A
Preferred Shares or other Preferred Shares in order that the
Trust have Adjusted Assets with respect to the remaining
Series A Preferred Shares and any other Preferred Shares
remaining Outstanding after such redemption as great as 110%
of the Basic Maintenance Amount, and (ii) deposit with the
Dividend-Disbursing Agent Deposit Assets having an initial
combined value sufficient to effect the redemption of the
Series A Preferred Shares or other Preferred Shares to be
redeemed, as contemplated by paragraph 3 of Part II hereof.
            (d) Status of Shares Called for Redemption.
            For purposes of determining whether the requirements
of paragraphs 5(a)(i) and 5(a)(ii)(A) hereof are satisfied,
(i) no Series A Preferred Share shall be deemed to be
Outstanding for purposes of any computation if, prior to or
concurrently with such determination, sufficient Deposit
Assets to pay the full Redemption Price for such share shall
have been deposited in trust with the Dividend-Disbursing
Agent (or applicable paying agent) and the requisite Notice of
Redemption shall have been given, and (ii) such Deposit Assets
deposited with the Dividend-Disbursing Agent (or paying agent)
shall not be included.
            6. Certain Other Restrictions.
            (a) For so long as the Series A Preferred Shares are
rated by Moody's at the request of the Trust, the Trust will
not, and will cause the Adviser not to, (i) knowingly and
willfully purchase or sell any asset for the specific purpose
of causing, and with the actual knowledge that the effect of
such purchase or sale will be to cause, the Trust to have
Moody's Eligible Assets having an Adjusted Value as of the
date of such purchase or sale to be less than the Basic
Maintenance Amount as of such date, (ii) in the event that, as
of the immediately preceding Valuation Date, the Adjusted
Value of the Trust's Moody's Eligible Assets exceeded the
Basic Maintenance Amount by 5% or less, alter the composition
of the Trust's assets in a manner reasonably expected to
reduce the Adjusted Value of the Trust's Moody's Eligible
Assets, unless the Trust shall have confirmed that, after
giving effect to such alteration, the Adjusted Value of the
Trust's Moody's Eligible Assets exceeded the Basic Maintenance
Amount or (iii) declare or pay any dividend or other
distribution on any Common Shares or repurchase any Common
Shares, unless the Trust shall have confirmed that, after
giving effect to such declaration, other distribution or
repurchase, the Trust continued to satisfy the requirements of
paragraph 5(a)(ii)(A) of Part II hereof.
            (b) For so long as the Series A Preferred Shares are
rated by Moody's at the request of the Trust, unless the Trust
shall have received written confirmation from Moody's, the
Trust may engage in the lending of its portfolio securities
only in an amount of up to 5% of the Trust's total assets,
provided that the Trust receives cash collateral for such
loaned securities which is maintained at all times in an
amount equal to at least 100% of the current market value of
the loaned securities and, if invested, is invested only in
Short-Term Money Market Investments or in money market mutual
funds meeting the requirements of Rule 2a-7 under the 1940 Act
that maintain a constant $1.00 per share net asset value and
treat the loaned securities rather than the collateral as the
assets of the Trust for purposes of determining compliance
with paragraph 5 of Part II hereof.
            (c) For so long as the Series A Preferred Shares are
rated by Moody's at the request of the Trust, the Trust shall
not consolidate the Trust with, merge the Trust into, sell or
otherwise transfer all or substantially all of the Trust's
assets to another Person or adopt a plan of liquidation of the
Trust, in each case without providing prior written
notification to Moody's.
            7. Limitation on Incurrence of Additional
Indebtedness and Issuance of Additional Preferred Shares
            (a) So long as any Series A Preferred Shares are
Outstanding the Trust may issue and sell one or more series of
a class of senior securities of the Trust representing
indebtedness under Section 18 of the 1940 Act and/or otherwise
create or incur indebtedness, provided that immediately after
giving effect to the incurrence of such indebtedness and to
its receipt and application of the proceeds thereof, the Trust
shall have an "asset coverage" for all senior securities
representing indebtedness, as defined in Section 18(h) of the
1940 Act, of at least 300% of the amount of all indebtedness
of the Trust then outstanding and no such additional
indebtedness shall have any preference or priority over any
other indebtedness of the Trust upon the distribution of the
assets of the Trust or in respect of the payment of interest.
Any possible liability resulting from lending and/or borrowing
portfolio securities, entering into reverse repurchase
agreements, entering into futures contracts and writing
options, to the extent such transactions are made in
accordance with the investment restrictions of the Trust then
in effect, shall not be considered to be indebtedness limited
by this paragraph 7(a).
            (b) So long as any Series A Preferred Shares are
Outstanding, the Trust may issue and sell shares of one or
more other series of Preferred Shares constituting a series of
a class of senior securities of the Trust representing stock
under Section 18 of the 1940 Act in addition to the Series A
Preferred Shares, provided that (i) the Trust shall,
immediately after giving effect to the issuance of such
additional Preferred Shares and to its receipt and application
of the proceeds thereof, including, without limitation, to the
redemption of Preferred Shares for which a Redemption Notice
has been mailed prior to such issuance, have an "asset
coverage" for all senior securities which are stock, as
defined in Section 18(h) of the 1940 Act, of at least 200% of
the sum of the liquidation preference of the Series A
Preferred Shares and all other Preferred Shares of the Trust
then Outstanding, and (ii) no such additional Preferred Shares
shall have any preference or priority over any other Preferred
Shares of the Trust upon the distribution of the assets of the
Trust or in respect of the payment of dividends.


PART III
ABILITY OF BOARD OF TRUSTEES TO MODIFY THE STATEMENT OF
PREFERENCES
            1.  Modification to Prevent Ratings Reduction or
Withdrawal.
            The Board of Trustees, without further action by the
shareholders, may amend, alter, add to or repeal any provision
of this Statement of Preferences including provisions that
have been adopted by the Trust pursuant to the Rating Agency
guidelines, if the Board of Trustees determines that such
amendments or modifications are necessary to prevent a
reduction in, or the withdrawal of, a rating of the Preferred
Shares and are in the aggregate in the best interests of the
holders of the Preferred Shares.
            2. Other Modification.
            The Board of Trustees, without further action by the
shareholders, may amend, alter, add to or repeal any provision
of this Statement of Preferences including provisions that
have been adopted by the Trust pursuant to the rating agency
guidelines, if the Board of Trustees determines that such
amendments or modifications will not in the aggregate
adversely affect the rights and preferences of the holders of
any series of the Preferred Shares, provided, that the Trust
has received advice from each applicable Rating Agency that
such amendment or modification is not expected to adversely
affect such Rating Agency's then-current rating of such series
of the Trust's Preferred Shares.
            Notwithstanding the provisions of the preceding
paragraph, to the extent permitted by law, the Board of
Trustees, without the vote of the holders of the Series A
Preferred Shares or any other capital shares of the Trust, may
amend the provisions of this Statement of Preferences to
resolve any inconsistency or ambiguity or to remedy any formal
defect so long as the amendment does not in the aggregate
adversely affect the rights and preferences of the Series A
Preferred Shares.


            WHEREOF, The Gabelli Utility Trust has caused these
presents to be signed in its name and on its behalf by a duly
authorized officer, and its corporate seal to be hereunto
affixed and attested by its Secretary, and the said officers
of the Trust further acknowledge said instrument to be the
corporate act of the Trust, and state that to the best of
their knowledge, information and belief under penalty of
perjury the matters and facts herein set forth with respect to
approval are true in all material respects, all on November 15, 2012.

By____________________
Name:   Bruce Alpert
Title:     President
Attest:

_______________________
Name:    Agnes Mullady
Title:      Secretary


</TEXT>
</DOCUMENT>
