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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>gdl77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
The GDL Fund

In planning and performing our audit of the financial
statements of The GDL Fund as of and for the year ended
December 31, 2011, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered its internal control over financial reporting,
including control activities for safeguarding securities, as a
basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of The
GDL Fund's internal control over financial reporting.
Accordingly, we express no such opinion.
The management of The GDL Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A company's internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control
over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of The GDL Fund's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted
no deficiencies in The GDL Fund's internal control over
financial reporting and its operation, including controls for
safeguarding securities, that we consider to be a material
weakness as defined above as of December 31, 2011.

This report is intended solely for the information and use of
management and the Board of Trustees of The GDL Fund and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified
parties.

	/s/ Ernst & Young LLP

Philadelphia, PA
February 28, 2012




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