Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GABELLI MARIO J
  2. Issuer Name and Ticker or Trading Symbol
GDL FUND [GDL.C]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Control Person of Adviser
(Last)
(First)
(Middle)
C/O GAMCO INVESTORS, INC, ONE CORPORATE CENTER
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2018
(Street)

RYE, NY 10580
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series C Cumulative Puttable and Callable Preferred Shares 03/29/2018   J(1)   38,939 A $ 50 38,939 D  
Series C Cumulative Puttable and Callable Preferred Shares 03/29/2018   J(1)   1,346 A $ 50 1,346 I Trust Accounts (2)
Series C Cumulative Puttable and Callable Preferred Shares 03/29/2018   J(3)   225,000 A $ 50 225,000 I E3M 2016, LLC (4)
Series C Cumulative Puttable and Callable Preferred Shares 03/29/2018   J(1)   268 A $ 50 268 I GPJ Retirement Partners (5)
Series C Cumulative Puttable and Callable Preferred Shares 03/29/2018   J(1)   536 A $ 50 536 I Investment Partnerships (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GABELLI MARIO J
C/O GAMCO INVESTORS, INC
ONE CORPORATE CENTER
RYE, NY 10580
  X   X   Control Person of Adviser

Signatures

 Douglas R. Jamieson as Attorney-in-Fact for Mario J. Gabelli   04/03/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person acquired these Series C preferred shares through a primary and pro-rata oversubscription allocation based on the exercise of preferred share purchase rights.
(2) The shares reported reflect the total shares owned by trust accounts for which Mario J. Gabelli serves as trustee.
(3) The reporting person acquired these Series C preferred shares through a primary allocation based on the exercise of preferred share purchase rights
(4) E3M 2016 is a limited liability company owned entirely by Mr. Gabelli.
(5) The shares reported reflect the total shares owned by GPJ Retirement Partners, LLC, a limited liability company. Mr. Gabelli has less than a 100% interest in the entity and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.
(6) Shares are owned by MJG Associates and Gabelli Fund, LDC. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the investment adviser of Gabelli Fund, LDC.

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