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								November 20, 2006

Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

RE:	Gabelli Global Deal Fund
      333-138141; 811-21969

Dear Mr. Prins:

	We have reviewed the registration statement on Form N-2 filed
on
behalf of the Gabelli Global Deal Fund, filed with the Securities
and
Exchange Commission on October 23, 2006.  We have the following
comments:

PROSPECTUS

Cover Page

1. Pursuant to Item 1 of Form N-2, please make prominent the
statement that the Fund has no operating history and the statement
describing the tendency of closed-end fund shares to trade
frequently
at a discount from net asset value and the risk of loss this
creates
for investors purchasing shares in the initial public offering.

2. It states that "the Fund`s investment objective is to achieve
absolute returns in various market conditions without excessive
risk
of capital."  Please define "absolute returns."

Prospectus Summary

3. Under the heading, "Investment Objectives and Policies," it
states
that "The Fund may invest, without limitation, in the equity
securities of foreign issuers undergoing corporate reorganizations
and expects that it will usually have investments in the
securities
of issuers in at least three countries, including the U.S."  The
Commission has stated that the term "global" in a fund`s name
connotes diversification among investments in a number of
countries
throughout the world.  Please add to the disclosure to make
clearer
how the Gabelli Global Deal Fund will achieve diversification of
its
assets among a number of countries.  For example, please state the
Fund`s policy on investing a minimum percent of assets outside the
U.S. and in a number of countries outside the U.S.  (See
Investment
Company Act Release No. 24828, note 42).

4. Under the heading, "Investment Objective and Policies," it
states
that "the Fund may utilize hedging strategies, such as short
selling
and the use of options and futures."  It also states that "the
Fund
will invest at least 80% of its assets in securities or hedging
arrangements relating to companies involved in corporate
transactions
or reorganizations."  Please disclose the Fund`s current
intentions
of selling securities short and investing in options and futures.
Please disclose the amount expected of the Fund`s assets that will
be
invested directly in securities and the amount expected of the
Fund`s
assets that will be invested in hedging arrangements.  In
addition,
please explain how selling securities short, investing in options
and
futures, and investing in hedging arrangements are consistent with
the Fund`s objective of achieving absolute returns without
excessive
risk.

5. Under the heading, "Leverage," it states, "the use of borrowing
techniques or preferred shares to leverage the common shares may
involve greater risk to common shareholders."  Please briefly
disclose the risks of leverage.

6. Under the heading "Dividends and Distributions," it states
that,
"the Board has initially adopted a policy...of paying a minimum
annual distribution of [ ]% of the average net asset value of the
Fund to its common shareholders.  Due to the Fund`s anticipated
high
turnover ratio, a substantial portion of the Fund`s distribution
may
consist of short-term capital gains."  Please explain how this
distribution policy complies with Section 19 of the Investment
Company Act of 1940.

7. Under the heading, "Use of Proceeds," please state the amount
of
time it will take to "use the net proceeds from the offering to
purchase portfolio securities in accordance with its investment
objective and policies."  Please conform to the disclosure
elsewhere
in the filing that states "the investment of the proceeds is
expected
to substantially be completed within three months; however,
changes
in market conditions could result in the Fund`s anticipated
investment period extending to as long as six months."

8. Under the heading, "Industry Concentration Risk" and elsewhere
in
the filing, it states that "the Fund is not subject to a 25%
limitation in the proportion of its total assets invested in
securities in a single industry to the extent that the Investment
Adviser believes attractive investment opportunities in corporate
reorganizations are concentrated in an industry."  The policy
seems
to give the Fund the freedom of action to concentrate in an
industry.
Freedom of action to concentrate (or not concentrate), in other
than
U.S. government securities, pursuant to management investment
discretion, without shareholder approval, has generally been
considered by the staff to be prohibited by Sections 8(b)(1) and
13(a)(3) of the Investment Company Act of 1940, unless the
statement
of investment policy clearly indicates when and under what
specific
conditions any changes between concentration and non-concentration
will be made.  Clearly disclose that the Fund will either (1) not
concentrate in any industry, (2) will concentrate and specify the
industries in which the Fund will concentrate, or (3) will
concentrate under specific conditions and specify the industries
in
which the Fund will concentrate.  If the Fund will concentrate in
a
specified industry under specific conditions, please disclose when
and under what specific conditions any changes between
concentration
and non-concentration will be made.  (See Comment No. 19).

9. Under the heading, "Lower Grade Securities," it states that
"the
Fund may make unlimited investments in fixed income securities
rated
below investment grade."  Please state the minimum rating in which
the Fund may invest.  Later in the prospectus it states, "As part
of
its investment in lower grade securities, the Fund may invest in
securities of issuers in default."

10. Please add the risk of high portfolio turnover to the "Risk
Factors and Special Considerations" section of the Prospectus
Summary.

Investment Objective and Policies

11. It states that the Fund will invest "primarily in merger
arbitrage transactions and, to a lesser extent, in corporate
reorganizations involving stubs, spin-offs and liquidations."  In
selecting securities in which to invest, will the Fund have
limited
availability due to competition from other institutional
investors?
If so, please include this information in the Investment Objective
and Policies section, and also provide the appropriate risk.

Certain Investment Practices

12. Under the heading "Derivatives," it states that "the Fund
expects
that it will invest in these types of instruments primarily for
hedging and risk management purposes and that its investments in
derivatives and short sales for purposes unrelated to corporate
transactions or reorganizations will not exceed 5% of its total
assets."  Please modify this disclosure to include the limit (% of
assets) that the Fund may invest in derivatives that are related
to
corporate transactions or reorganizations.

Special Risks of Derivative Transactions

13. Under the heading, "Forward Currency Exchange Contracts," it
states that "there is no independent limit on the Fund`s ability
to
invest in foreign currency exchange contracts."  Please explain
what
is meant by "independent limit."   In addition, please disclose
the
Fund`s current intentions of investing in forward currency
exchange
contracts (i.e. % of assets that may be invested in forward
currency
exchange contracts).

14. If appropriate, please add the risk (as disclosed in the
prospectus of the Gabelli ABC Fund) that "many companies in the
past
several years have adopted so-called "poison pill" and other
defensive measures.  Such measures may limit the amount of
securities
in any one issuer that the Fund may buy.  This may limit tender
offers, or other non-negotiated offers for a company, and/or
prevent
competing offers."

Fees of the Investment Adviser

15. It states that "the Investment Adviser will be entitled to
receive an annual performance fee as of the end of each calendar
year
if the total return of the fund on its common shares during the
calendar year in question exceeds the total return of the T-Bill
Index (plus 3%) compounded quarterly on the same dates as the
Fund`s
quarterly ex-dividend dates (or at the end of the quarter if no
dividend is paid) during the same period."  Pursuant to Section
205
of the Advisers Act of 1940, the investment performance of the
investment company should be measured against the investment
record
of an appropriate index of securities prices.  Please provide to
us
legal analysis of why the T-Bill Index is an appropriate index for
the Fund which invests primarily in equity securities.  (See
Investment Company Act Release No. 7113).

Description of the Shares

16. On page A-25, it states that "the Fund`s net asset value per
share will be reduced immediately following the offering of common
shares by the amount of the sales load and organizational and
offering expenses paid by the Fund."  However, it states on page
A-31
that "the Investment Adviser has agreed to pay all of the Fund`s
organizational expenses."  Please make clear on page A-25 that the
Investment Adviser, and not the Fund, will pay the organizational
expenses.

Special Note Regarding Forward-Looking Statements

17. The section titled "Special Note Regarding Forward-Looking
Statements" (page A-32), attempts to limit liability for forward-
looking statements.  Please delete attempts to limit liability.
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).

Corporate Bond Ratings

18. As noted above, because the Fund may invest in defaulted
securities, please include a description of the relative rating
for
Moody`s Investors Services, Inc. and Standard and Poors Ratings
Services for defaulted securities.

STATEMENT OF ADDITIONAL INFORMATION

Investment Restrictions

19. Investment restriction (1) states that "the Fund may not
invest
more than 25% of its total assets, taken at market value at the
time
of each investment, in the securities of issuers in any particular
industry unless the Investment Adviser believes that attractive
investment opportunities in corporate reorganizations are
concentrated in such industry."  As stated above, the policy seems
to
give the Fund the freedom of action to concentrate in an industry.
Freedom of action to concentrate (or not concentrate), in other
than
U.S. government securities, pursuant to management investment
discretion, without shareholder approval, has generally been
considered by the staff to be prohibited by Sections 8(b)(1) and
13(a)(3) of the Investment Company Act of 1940.  Clearly disclose
that the Fund will either (1) not concentrate in any industry, (2)
will concentrate and specify the industries in which the Fund will
concentrate, or (3) will concentrate under specific conditions and
specify the industries in which the Fund will concentrate.  If the
Fund will concentrate in a specified industry under specific
conditions, please disclose when and under what specific
conditions
any changes between concentration and non-concentration will be
made.
(See Comment No. 8).

20. Investment restriction (5) states that "the Fund may not
borrow
money, except to the extent permitted by applicable law."  Either
here or elsewhere in the Statement of Additional Information, as
appropriate, please disclose the amount of borrowing permitted
under
the applicable law and also disclose the Fund`s current intentions
of
borrowing.  (Same comment for investment restriction (6)
concerning
issuing senior securities).

Investment Advisory and Administrative Arrangements

21. Under the heading, "Compensation Structure," please disclose
the
Fund`s benchmark.

Portfolio Holdings Information

22. Please explain to us the purpose for disclosing the Fund`s
portfolio holdings information on a monthly basis to the
Investment
Company Institute.


GENERAL

23. 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.
24. 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, preferable
before filing the Fund`s final pre-effective amendment.
25. 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.


			*		*		*		*
     If you have any questions about these comments, please call
me
at 202-551-6957.

								Sincerely,



								Laura E. Hatch
								Staff Accountant

Richard T. Prins, Esq.
November 20, 2006
Page 6 of 6

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