Prospectus excerpt:  The Gabelli Dividend & Income Trust, or the Fund, is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940. The Fund's investment objective is to seek a high level of total return with an emphasis on dividends and income. The Fund attempts to achieve its objective by investing at least 80% of its assets in dividend paying or other income producing securities under normal market conditions. In addition, under normal market conditions, at least 50% of the Fund's assets will consist of dividend paying equity securities. In making stock selections, Gabelli Funds, LLC (the "Investment Adviser"), which serves as investment adviser to the Fund, looks for securities that have a superior yield and capital gains potential. The Fund commenced its investment operations on November 28, 2003. We cannot assure you that the Fund will achieve its objective.

This prospectus describes the Fund's 6.00% Series D Cumulative Preferred Shares (the "Series D Preferred"), liquidation preference $25 per share. Distributions on the Series D Preferred are cumulative from their original issue date at the annual rate of 6.00% of the liquidation preference of $25 per share and are payable quarterly on March 26, June 26, September 26, and December 26 in each year, commencing on December 26, 2005.

This prospectus also describes the Fund's Series E Auction Rate Preferred Shares (the "Series E Auction Rate Preferred" or the "ARS"), liquidation preference $25,000 per share. The dividend rate for the ARS will vary from dividend period to dividend period. The annual dividend rate for the initial dividend period for the ARS will be 3.70% of the liquidation preference of $25,000 per share. The initial dividend period for the ARS commences on the date of issuance and continues through November 9, 2005. For subsequent dividend periods, the ARS will make distributions based on a rate set at auction, usually held weekly.

The Fund offers by this prospectus, in the aggregate, $65 million of Series D Preferred and $135 million of ARS.