Edgar Filing: GABELLI CONVERTIBLE & INCOME SECURITIES FUND INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. __)

Filed by Registrant [ X ]
Filed by a Party other than the Registrant []
Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-12

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

(Name of Registrant as Specified In Its Charter)

(Name Of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2004
------------------

To the Shareholders of
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Convertible and Income Securities Fund Inc. (the
"Fund") will be held at The Cole Auditorium, the Greenwich Public Library, 101
West Putnam Avenue, Greenwich, Connecticut 06830, on Monday, May 10, 2004 at
8:30 a.m. for the following purposes:

1. To elect three (3) Directors of the Fund, two to be elected by the
holders of the Fund's Common Stock and holders of its Series B 6.00%
Cumulative Preferred Stock and Series C Auction Rate Cumulative
Preferred Stock ("Preferred Stock"), voting together as a single
class, and one to be elected by the holders of the Fund's Preferred
Stock, voting as a separate class (PROPOSAL 1); and

2. To consider and vote upon such other matters, including
adjournments, as may properly come before said Meeting or any
adjournments thereof.

These items are discussed in greater detail in the attached Proxy
Statement.

The close of business on March 15, 2004, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting or any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.

By Order of the Board of Directors

JAMES E. MCKEE
SECRETARY

April 16, 2004

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the
registration.

3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURE
------------ ---------------

CORPORATE ACCOUNTS

(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe

CUSTODIAN OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor

TELEPHONE/INTERNET VOTING

Various brokerage firms may offer the convenience of providing your voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement and proxy
card.

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
----------
ANNUAL MEETING OF SHAREHOLDERS

MAY 10, 2004
----------

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") for use at the Annual Meeting of Shareholders
of the Fund to be held on Monday, May 10, 2004 at 8:30 a.m., at The Cole
Auditorium, the Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, and at any adjournments thereof (the "Meeting"). A Notice of
Annual Meeting of Shareholders and proxy card accompany this Proxy Statement,
all of which are first being mailed to shareholders on or about April 16, 2004.

In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of EquiServe Trust Company N.A.
("EquiServe"), the Fund's transfer agent, and affiliates of EquiServe or other
representatives of the Fund also may solicit proxies by telephone, telegraph,
Internet or in person. In addition, the Fund has retained Georgeson Shareholder
Communications Inc. pursuant to its standard contract to assist in the
solicitation of proxies for a minimum fee of $3,500 plus reimbursement of
expenses. The costs of proxy solicitation and the expenses incurred in
connection with preparing the Proxy Statement and its enclosures will be paid by
the Fund. The Fund will also reimburse brokerage firms and others for their
expenses in forwarding solicitation materials to the beneficial owners of its
shares.

THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT ONE CORPORATE CENTER, RYE,
NEW YORK 10580-1422 OR BY CALLING THE FUND AT 800-422-3554 OR VIA THE INTERNET
AT WWW.GABELLI.COM.

If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the Shares (as defined below) represented thereby will be
voted "FOR" the election of the nominees as Directors listed in the accompanying
Notice of Annual Meeting of Shareholders, unless instructions to the contrary
are marked thereon, and in the discretion of the proxy holders as to the
transaction of any other business that may properly come before the Meeting. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund at the above address prior to the date of the Meeting.

In the event a quorum is not present at the Meeting, or in the event that
a quorum is present at the Meeting but sufficient votes to approve any of the
proposed items are not received, the persons named as proxies may propose one or
more adjournments of such Meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received for
approval and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting in person
or by proxy. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "FOR" any proposal in favor of
such adjournment and will vote those proxies required to be voted "AGAINST" any
proposal against such adjournment.

The close of business on March 15, 2004, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.

The Fund has two classes of capital stock: common stock, par value $0.001
per share ("Common Stock") and preferred stock consisting of (i) Series B 6.00%
Cumulative Preferred Stock ("Series B Preferred") and (ii) Series C Auction Rate
Cumulative Preferred Stock ("Series C Preferred"), each having a par value
$0.001 per share (Series B Preferred and Series C Preferred together, "Preferred
Stock") (together with the Common Stock, the "Shares"). The holders of the
Common Stock and Preferred Stock are each entitled to one vote for each full
share and an appropriate fraction of a vote for each fractional share held. On
the record date, March 15, 2004, there were 11,421,647 shares of Common Stock
and 1,000,000 shares of Series B Preferred and 1,000 shares of Series C
Preferred outstanding.

The following persons were known to the Fund to be beneficial owners of
more than 5% of the Fund's outstanding shares of Common Stock as of the record
date:

NAME AND ADDRESS OF AMOUNT OF SHARES
BENEFICIAL OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP PERCENT OF CLASS
------------------- -------------- ----------------------- ----------------

Mario J. Gabelli and affiliates* Common 1,440,394 (beneficial) 12.6%
One Corporate Center
Rye, NY 10580

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* Includes 209,509 shares owned directly by Mr. Gabelli, 10,000 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
21,036 shares held by custodial accounts for which Mr. Gabelli serves as
Trustee, 1,093,459 shares owned by Gabelli Asset Management Inc. or its
affiliates, and 106,390 shares owned by discretionary accounts managed by
GAMCO Investors, Inc., a wholly-owned subsidiary of Gabelli Asset
Management Inc. Mr. Gabelli disclaims beneficial ownership of the shares
held by custodial accounts, the discretionary accounts, and by the
entities named except to the extent of his interest in such entities.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
-------- ------------------- ----------------------

1. Election of Directors Common Stockholders and Preferred Common Stockholders and Preferred
Stockholders, voting together as a Stockholders, voting together as a
single class, elect two Directors: single class, elect two Directors:
Mario J. Gabelli, CFA and Karl Mario J. Gabelli, CFA and Karl
Otto Pohl Otto Pohl

Preferred Stockholders, voting as
a separate class, elect one
Director: Werner J. Roeder

2. Other Business Common and Preferred Stockholders, voting together as a single class

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1: TO ELECT THREE (3) DIRECTORS OF THE FUND

NOMINEES FOR THE BOARD OF DIRECTORS

The Board of Directors is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Mario J. Gabelli, Karl Otto Pohl, and Werner J. Roeder have each been nominated
by the Board of Directors for a three-year term to expire at the Fund's 2007
Annual Meeting of Shareholders and until their successors are duly elected and
qualified. Each of the Directors of the Fund has served in that capacity since
the June 5, 1989, organizational meeting of the Fund with the exception of (i)
Mr. Colavita, who became a Director of the Fund on November 15, 1989, (ii) Mr.
Zizza, who became a Director of the Fund on April 24, 1991, (iii) Mr. Pohl and
Mr. van Ekris, who became Directors of the Fund on February 11, 1992 and (iv)
Dr. Roeder, who became a Director of the Fund on August 15, 2001. All of the
Directors of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as adviser. The classes of Directors are indicated below:

NOMINEES TO SERVE UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Mario J. Gabelli, CFA
Karl Otto Pohl
Werner J. Roeder, MD

DIRECTORS SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
E. Val Cerutti
Dugald A. Fletcher
Anthony R. Pustorino

DIRECTORS SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Anthony J. Colavita
Anthonie C. van Ekris
Salvatore J. Zizza

Under the Fund's Articles of Amendment and Restatement, Articles
Supplementary and the Investment Company Act of 1940, as amended (the "1940
Act"), holders of the Fund's outstanding Preferred Stock, voting as a separate
class, are entitled to elect two Directors, and holders of the Fund's
outstanding Common Stock and Preferred Stock, voting as a single class, are
entitled to elect the remaining Directors, subject to the provisions of the 1940
Act and the Fund's Articles of Incorporation, Articles Supplementary and
By-Laws. The holders of the Fund's outstanding Preferred Stock would be entitled
to elect the minimum number of additional Directors that would represent a
majority of the Directors in the event that dividends on the Fund's Preferred
Stock are in arrears for two full years. No dividend arrearages exist at this
time. Anthony J. Colavita and Dr. Werner J. Roeder are currently the Directors
elected solely by the holders of Preferred Stock. A quorum of the Preferred
Stockholders must be present at the Meeting in order for the proposal to elect
Dr. Roeder to be considered.

Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Director if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.

INFORMATION ABOUT DIRECTORS AND OFFICERS

Set forth in the table below are the existing Directors and Nominees for
election to the Board of the Fund and officers, including information relating
to their respective positions held with the Fund, a brief statement of their
principal occupations during the past five years and other directorships, if
any.

TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- -------- ---------------------- ---------------- -----------

INTERESTED DIRECTORS/NOMINEES 3:
--------------------------------
MARIO J. GABELLI Since 1989*** Chairman of the Board and Chief Director of Morgan Group 24
Director and Executive Officer of Gabelli Asset Holdings, Inc. (holding
Chief Investment Officer Management Inc. and Chief company); Vice Chairman
Age: 61 Investment Officer of Gabelli Funds, of Lynch Corporation
LLC and GAMCO Investors, Inc.; (diversified manufacturing)
Vice Chairman and Chief Executive
Officer of Lynch Interactive
Corporation (multimedia and services)

KARL OTTO POHL Since 1992*** Member of the Shareholder Director of Gabelli Asset 33
Director Committee of Sal Oppenheim Jr. & Management Inc. (investment
Age: 74 Cie (private investment bank); management); Chairman,
Former President of the Deutsche Incentive Capital and Incentive
Bundesbank and Chairman of its Asset Management (Zurich);
Central Bank Council (1980-1991) Director at Sal Oppenheim Jr. &
Cie, Zurich
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------

E. VAL CERUTTI Since 1989** Chief Executive Officer of Director of Lynch Corporation 7
Director Cerutti Consultants, Inc.; Former (diversified manufacturing)
Age: 64 President and Chief Operating Officer
of Stella D'oro Biscuit Company
(through 1992); Adviser, Iona College
School of Business

ANTHONY J. COLAVITA 4,5 Since 1989* President and Attorney at Law in the -- 35
Director law firm of Anthony J. Colavita, P.C.
Age: 68 since 1961

DUGALD A. FLETCHER Since 1989** President, Fletcher & Company, Inc. Director of Harris and Harris 2
Director Group, Inc. (venture capital)
Age: 74

NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------

ANTHONY R. PUSTORINO Since 1989** Certified Public Accountant; Director of Lynch Corporation 17
Director Professor Emeritus, Pace University (diversified manufacturing)
Age: 78

WERNER J. ROEDER, MD 4 Since 2001*** Vice President/Medical Affairs, Lawrence -- 26
Director Hospital Center and practicing
Age: 63 private physician

ANTHONIE C. VAN EKRIS Since 1992* Managing Director of BALMAC Director of Aurado Exploration 20
Director International, Inc. (commodities) Inc. (oil & gas operations)
Age: 69

SALVATORE J. ZIZZA Since 1991* Chairman, Hallmark Electrical Director of Hollis Eden 23
Director Supplies Corp. Pharmaceuticals; Director
Age: 58 of Earl Scheib, Inc.
(automotive services)

TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED 2 DURING PAST FIVE YEARS
------- -------- ----------------------

OFFICERS:
---------

BRUCE N. ALPERT Since 2003 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC
President since 1988 and an officer of all mutual funds advised by Gabelli Funds, LLC
Age: 52 and its affiliates. Director and President of Gabelli Advisers, Inc.

PETER W. LATARTARA 5 Since 1998 Vice President of the Fund. Vice President of Gabelli & Company, Inc. since
Vice President 1996.
Age: 36

JAMES E. MCKEE Since 1995 Vice President, General Counsel and Secretary of Gabelli Asset Management
Secretary Inc. since 1999 and GAMCO Investors, Inc. since 1993; Secretary of all mutual
Age: 40 funds advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC

----------
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

2 The Fund's Board of Directors is divided into three classes, each class having
a term of three years. Each year the term of office of one class expires and
the successor or successors elected to such class serve for a three year term.

* Term expires at the Fund's 2005 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.

** Term expires at the Fund's 2006 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.

*** Nominee to serve until the Fund's 2007 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.

3 "Interested person" of the Fund as defined in the 1940 Act. Messrs. Gabelli
and Pohl are each considered an "interested person" because of their
affiliation with Gabelli Funds, LLC, which acts as the Fund's investment
adviser, as officers or directors of Gabelli Funds, LLC or an affiliated
company (and, in the case of Mr. Gabelli, as a controlling shareholder).

4 As a Director, elected solely by the holders of the Fund's Preferred Stock.

5 Mr. Colavita's daughter is married to Peter W. Latartara, Vice President of
the Fund.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR

Set forth in the table below is the dollar range of equity securities held
in the Fund and the aggregate dollar range of equity securities in the Fund
complex beneficially owned by each Director and each Nominee for election as
Director.

NAME OF DIRECTOR/NOMINEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE FUND*(1) IN FUND COMPLEX*

INTERESTED DIRECTORS:
---------------------
Mario J. Gabelli E E
---- ----
Karl Otto Pohl A A
---- ----
NON-INTERESTED DIRECTORS:
-------------------------
E. Val Cerutti** C D
---- ----
Anthony J. Colavita** E E
---- ----
Dugald A. Fletcher E E
---- ----
Anthony R. Pustorino** D E
---- ----
Werner J. Roeder, MD E E
---- ----
Anthonie C. van Ekris** C E
---- ----
Salvatore J. Zizza E E
---- ----

----------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2003.
** Mr. Cerutti, Mr. Colavita and Mr. Pustorino each beneficially owns less
than 1% of the common stock of Lynch Corporation having a value of $10,450
as of December 31, 2003. Mr. van Ekris beneficially owns less than 1% of
the common stock of (i) Lynch Corporation having a value of $12,540 as of
December 31, 2003 and (ii) Lynch Interactive Corporation having a value of
$57,240 as of December 31, 2003. Lynch Corporation and Lynch Interactive
Corporation may be deemed to be controlled by Mario J. Gabelli and in that
event would be deemed to be under common control with the Fund's Adviser.
(1) This information has been furnished by each Director and Nominee for
election as Director as of December 31, 2003. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

Set forth in the table below is the amount of shares beneficially owned by
each Director and Officer of the Fund.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR OR EXECUTIVE OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING(2)
------------------------------------- ------------------------ --------------

INTERESTED DIRECTORS:
---------------------

Mario J. Gabelli 1,440,394 (3) 12.6%
4,200 (3) Series B Preferred 1.4%
Karl Otto Pohl 0 *

NON-INTERESTED DIRECTORS:
-------------------------

E. Val Cerutti 4,114 *
4,600 Series B Preferred *
Anthony J. Colavita 40,785 (4) *
400 (4) Series B Preferred *
Dugald A. Fletcher 13,998 *
1,000 Series B Preferred *
Anthony R. Pustorino 6,450 (5) *
1,000 Series B Preferred *
Werner J. Roeder, MD 27,860 *
Anthonie C. van Ekris 4,826 *

Salvatore J. Zizza 36,118 (6) *

(1) This information has been furnished by each Director and Officer as of
March 15, 2004. "Beneficial Ownership" is determined in accordance with
Section 16a-1(a)(2) of the 1934 Act. Reflects ownership of common shares
unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1%
of the total shares outstanding.
(3) Includes 209,509 shares owned directly by Mr. Gabelli, 10,000 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
21,036 shares held by custodial accounts for which Mr. Gabelli serves as
Trustee, 1,093,459 shares owned by Gabelli Asset Management Inc. or its
affiliates, and 106,390 shares owned by discretionary accounts managed by
GAMCO Investors, Inc., a wholly-owned subsidiary of Gabelli Asset
Management Inc. Includes 4,200 Series B Preferred Shares owned by Gabelli
Asset Management Inc. Mr. Gabelli disclaims beneficial ownership of the
shares held by custodial accounts, the discretionary accounts, and
by the entities named except to the extent of his interest in such
entities.
(4) Includes 29,488 common shares owned by Mr. Colavita's spouse and 284
common shares owned by his son. Includes 400 preferred shares owned by Mr.
Colavita's spouse.
(5) Includes 3,109 common shares owned by Mr. Pustorino's spouse.
(6) Includes 22,365 common shares owned by Mr. Zizza's three sons.

The Fund pays each Director not affiliated with the Adviser or its
affiliates, a fee of $5,000 per year plus $750 per meeting attended in person
and $500 per telephonic meeting or Committee meeting, together with the
Directors' actual out-of-pocket expenses relating to their attendance at such
meetings. In addition, effective in 2004, the Audit Committee Chairman receives
an annual fee of $3,000 and the Nominating Committee Chairman receives an annual
fee of $2,000. The aggregate remuneration (not including out-of-pocket expenses)
paid by the Fund to such Directors during the year ended December 31, 2003
amounted to $60,000. During the year ended December 31, 2003, the Directors of
the Fund met four times. Each Director then serving in such capacity attended at
least 75% of the meetings of Directors and of any Committee of which he is a
member.
7

AUDIT COMMITTEE REPORT

The role of the Fund's Audit Committee is to assist the Board of Directors
in its oversight of (i) the quality and integrity of the Fund's financial
statement reporting process and the independent audit and reviews therof; (ii)
the Fund's accounting and financial reporting policies and practices, its
internal controls and, as appropriate, the internal controls of certain service
providers; (iii) the Fund's compliance with legal and regulatory requirements;
and (iv) the independent auditor's qualifications, independence and performance.
The Audit Committee is also required to prepare an audit committee report
pursuant to the rules of the Securities and Exchange Commission (the "SEC") for
inclusion in the Fund's annual proxy statement. The Audit Committee operates
pursuant to the Audit Committee Charter (the "Charter") that was most recently
reviewed and approved by the Board of Directors on February 25, 2004. The
Charter is attached as Appendix A to this Proxy Statement. As set forth in the
Charter, management is responsible for maintaining appropriate systems for
accounting and internal control, and the Fund's independent accountants are
responsible for planning and carrying out proper audits and reviews. The
independent accountants are ultimately accountable to the Board of Directors and
to the Audit Committee, as representatives of shareholders. The independent
accountants for the Fund report directly to the Audit Committee.

In performing its oversight function, at a meeting held on February 20,
2004, the Audit Committee reviewed and discussed with management of the Fund and
the independent accountants, PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), the audited financial statements of the Fund as of
and for the fiscal year ended December 31, 2003, and discussed the audit of such
financial statements with the independent accountants.

In addition, the Audit Committee discussed with the independent
accountants the accounting principles applied by the Fund and such other matters
brought to the attention of the Audit Committee by the independent accountants
required by Statement of Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT
COMMITTEES, as currently modified or supplemented. The Audit Committee also
received from the independent accountants the written disclosures and statements
required by the SEC's independence rules, delineating relationships between the
independent accountants and the Fund and discussed the impact that any such
relationships might have on the objectivity and independence of the independent
accountants.

As set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Fund's financial reporting procedures, internal control systems, and the
independent audit process.

The members of the Audit Committee are not, and do not represent
themselves to be, professionally engaged in the practice of auditing or
accounting and are not employed by the Fund for accounting, financial management
or internal control purposes. Moreover, the Audit Committee relies on and makes
no independent verification of the facts presented to it or representations made
by management or independent verification of the facts presented to it or
representations made by management or the Fund's independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
accountants, and subject to the limitations on the responsibilities and role of
the Audit Committee set forth in the Charter and those discussed above, the
Audit Committee

recommended to the Board of Directors that the Fund's audited
financial statements be included in the Fund's Annual Report for the fiscal year
ended December 31, 2003.

SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS

Anthony R. Pustorino, Chairman
Anthony J. Colavita
Salvatore J. Zizza

February 25, 2004

The Audit Committee met twice during the fiscal year ended December 31,
2003. The Audit Committee is composed of three of the Fund's independent (as
such term is defined by the New York Stock Exchange, Inc.'s listing standards
(the "NYSE Listing Standards")) Directors, namely Messrs. Colavita, Pustorino,
and Zizza.

NOMINATING COMMITTEE

The Board of Directors has a Nominating Committee composed of two
independent (as such term is defined by the NYSE Listing Standards) Directors,
namely Messrs. Colavita and Zizza. The Nominating Committee did not meet during
the fiscal year ended December 31, 2003. The Nominating Committee is responsible
for identifying and recommending to the Board of Directors individuals believed
to be qualified to become Board members in the event that a position is vacated
or created. The Nominating Committee will consider Director candidates
recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Directors, the qualifications of the candidate and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To have a candidate considered by the
Nominating Committee, a shareholder must submit the recommendation in writing
and must include the following information:

o The name of the shareholder and evidence of the person's ownership of
shares of the Fund, including the number of shares owned and the length
of time of ownership;

o The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Director of the Fund and the person's
consent to be named as a Director if selected by the Nominating
Committee and nominated by the Board of Directors; and
o If requested by the Nominating Committee, a completed and signed
director's questionnaire.

The shareholder recommendation and information described above must be
sent to the Fund's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be
received by the Secretary no less than 120 days prior to the anniversary date of
the Fund's most recent annual meeting of shareholders or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.

The Nominating Committee believes that the minimum qualifications for
serving as a Director of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Directors' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of interest
and independence from management and the Fund. The Nominating Committee also
seeks to have the Board of Directors represent a diversity of backgrounds and
experience.

The Fund's Nominating Committee has not adopted a charter. In the event
that a charter is adopted in the future, it will be available at that time on
the Fund's website (www.gabelli.com).
9

OTHER BOARD-RELATED MATTERS

The Board of Directors has established the following procedures in order
to facilitate communications between the Board and the shareholders of the Fund
and other interested parties.

RECEIPT OF COMMUNICATIONS
-------------------------

Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at One Corporate Center, Rye NY,
10580-1422. To communicate with the Board electronically, shareholders may send
e-mail to gabellifundsboard.com.

FORWARDING THE COMMUNICATIONS
-----------------------------

All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Directors. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotion(s) of a product or
service, or patently offensive material. In the case of communications to the
Board of Directors or any committee or group of members of the Board, the
General Counsel's office will make sufficient copies of the contents to send to
each Director who is a member of the group or committee to which the envelope or
e-mail is addressed.

The Fund does not expect Directors or Nominees for election as Director to
attend the Annual Meeting of Shareholders. The Fund has not maintained
information regarding attendance of Director(s) at shareholder meetings in
previous years.

The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers for the fiscal year ended
December 31, 2003. Mr. Latartara is employed by the Fund, The Gabelli Global
Multimedia Trust Inc. and The Gabelli Equity Trust Inc. and is not employed by
the Adviser (although he may receive incentive-based variable compensation from
affiliates of the Adviser). Officers of the Fund who are employed by the Adviser
receive no compensation or expense reimbursement from the Fund.

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
-------------------------------------------

AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS/OFFICER*
--------------------------- ------------- --------------------------

INTERESTED DIRECTORS:
---------------------

MARIO J. GABELLI $0 $0 (24)
Chairman of the Board and
Chief Investment Officer

KARL OTTO POHL $0 $0 (33)
Director

NON-INTERESTED DIRECTORS:
-------------------------

E. VAL CERUTTI $8,000 $22,500 (7)
Director

ANTHONY J. COLAVITA $9,000 $160,543 (35)
Director

DUGALD A. FLETCHER $9,000 $17,000 (2)
Director

ANTHONY R. PUSTORINO $9,000 $136,000 (17)
Director

WERNER J. ROEDER, MD $8,000 $99,500 (26)
Director

ANTHONIE C. VAN EKRIS $8,000 $73,293 (20)
Director

SALVATORE J. ZIZZA $10,000 $82,043 (11)
Director

OFFICER:

PETER W. LATARTARA $85,000 $140,000 (3)
Vice President

------------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2003 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that
are considered part of the same fund complex as the Fund because they have
common or affiliated advisers. The number in parentheses represents the
number of such investment companies and portfolios.

REQUIRED VOTE

The election of each of the listed nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of shares of the Fund represented at the Meeting if a quorum is
present.

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON ANDPREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers, 1177 Avenue of the Americas, New York, NY 10036,
has been selected to serve as the Fund's independent accountants for the Fund's
fiscal year ending December 31, 2004. PricewaterhouseCoopers acted as the Fund's
independent accountants for the fiscal year ended December 31, 2003. The Fund
knows of no direct financial or material indirect financial interest of
PricewaterhouseCoopers in the Funds. A representative of PricewaterhouseCoopers
will not be present at the Meeting, but will be available by telephone and will
have an opportunity to make a statement, if asked, and will be available to
respond to appropriate questions.

Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for the Fund's fiscal years ended December 31, 2002 and 2003,
respectively.

FISCAL YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES* FEES** TAX FEES*** OTHER FEES
----------- ----------- ------ ----------- ----------

2002 $31,380 $17,400 $2,250 --

2003 $59,840 $3,500 $2,350 --

----------
* Includes non-recurring fees billed by PricewaterhouseCoopers to the Fund
in connection with the initial offering of each series of Preferred Stock
of the Fund.
** "Audit-Related Fees" are those fees billed to the Fund by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares reports to Moody's Investors Service, Inc. and Fitch Ratings.
*** "Tax Fees" are those fees billed by PricewaterhouseCoopers in
connection with tax compliance services, including primarily the review of
the Fund's income tax returns.

The Fund's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the auditors to
the Fund, and all non-audit services to be provided by the auditors to the
Fund's investment adviser and service providers controlling, controlled by or
under common control with the Fund's investment adviser that provide on-going
services to the Fund (a "Covered Services Provider"), if the engagement relates
directly to the operations and financial reporting of the Fund. The Audit
Committee may delegate its responsibility to pre-approve any such audit and
permissible non-audit services to the Chairman of the Audit Committee, and the
Chairman must report to the Audit Committee, at its next regularly scheduled
meeting after the Chairman's pre-approval of such services, his decision(s). The
Audit Committee may also establish detailed pre-approval policies and procedures
for pre-approval of such services in accordance with applicable laws, including
the delegation of some or all of the Audit Committee's pre-approval
responsibilities to other persons (other than the Adviser or the Fund's
officers). Pre-approval by the Audit Committee of any permissible non-audit
services is not required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, the Adviser and any Covered
Services Provider constitutes not more than 5% of the total amount of revenues
paid by the Fund to its independent auditors during the fiscal year in which the
permissible non-audit services are provided; (ii) the permissible non-audit
services were not recognized by the Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly brought to the
attention of the Audit Committee and approved by the Audit Committee or the
Chairman prior to the completion of the audit. All of the audit, audit-related
and tax services described above for which PricewaterhouseCoopers billed the
Fund fees for the fiscal years ended December 31, 2002 and December 31, 2003
were pre-approved by the Audit Committee.

For The Fund's fiscal year ended December 31, 2003, PricewaterhouseCoopers
has represented to the Fund that it did not provide any non-audit services (or
bill any fees for such services) to the Fund's investment adviser or any
affiliates thereof that provide services to the Fund.

THE INVESTMENT ADVISER AND ADMINISTRATOR

Gabelli Funds, LLC is the Fund's Adviser and Administrator and its
business address is One Corporate Center, Rye, New York 10580-1422.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's officers and directors, officers and
directors of the Adviser, affiliated persons of the Adviser, and persons who own
more than 10% of a registered class of the Fund's securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange
and to furnish the Fund with copies of all Section 16(a) forms they file. Based
solely on the Fund's review of the copies of such forms it receives, the Fund
believes that during the calendar year ended 2003, such persons complied with
all such applicable filing requirements except that a Form 4 report was filed
late on behalf of Mr. Gabelli. Additionally, Form 4 reports were filed late on
his behalf with respect to certain of his controlled entities.

BROKER NON-VOTES AND ABSTENTIONS

The affirmative vote of a plurality of votes cast for each Director by the
holders entitled to vote for a particular Director is necessary for the election
of a Director. Abstentions or broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote. Abstentions or broker
non-votes, however, will be considered to be present at the Meeting for purposes
of determining the existence of a quorum.

Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the period ended June 30, 2004.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors of the Fund do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters, including adjournment, are properly brought before
the Meeting, the persons named in the accompanying form of proxy will vote
thereon in accordance with their judgment.

SHAREHOLDER PROPOSALS

All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2005
must be received by the Fund for consideration for inclusion in the Fund's Proxy
Statement and proxy relating to that meeting no later than December 18, 2004.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

APPENDIX A
----------

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
(THE "FUND")

AUDIT COMMITTEE CHARTER

I. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
------------------------------------------------------

There shall be an audit committee (the "Committee") of the Board of
Directors/Trustees (the "Board") which shall be composed of at least three
members of the Board, each of whom is independent, I.E. not an "interested
person" of the Fund, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940. In addition, the members shall not receive any
compensation from the Fund, or any subsidiary thereof, if applicable, except
compensation for services as a member of the Fund's Board or a committee of the
Board. With respect to closed-end funds listed on the New York Stock Exchange
("NYSE"), each member must also meet the independence requirements of audit
committee members, as currently set forth in Section 303.01 of the NYSE's
listing standards. Members shall have no relationships with the Fund or its
investment adviser, administrator or custodian that may interfere with the
exercise of their independence from management of the Fund. The members and the
Committee chair shall be elected by the full Board.

The members shall be "financially literate," i.e. have the ability to
understand fundamental financial statements. With respect to a closed-end fund
listed on the NYSE, at least one member shall have accounting or related
financial management expertise, as the Board interprets such qualification in
its business judgment. The Board shall determine annually whether any member of
the Committee is an "audit committee financial expert" (ACFE) as defined in Item
3 of Form N-CSR. The Board may presume that an ACFE has the requisite accounting
or related financial management expertise, with respect to a closed-end fund
listed on the NYSE. The designation of a person as an ACFE shall not impose any
greater responsibility or liability on that person than the responsibility or
liability imposed on such person as a member of the Committee.

With respect to a closed-end fund listed on the NYSE, in the event a
member simultaneously serves on the audit committees of more than three public
companies, the Board must determine that such simultaneous service would not
impair the ability of such member to effectively serve on the Fund's audit
committee.

II. STATEMENT OF PRINCIPLE
--------------------------

The function of the Committee is to assist the Board in fulfilling its
oversight responsibilities relating to the Fund's accounting and financial
reporting policies and practices. It is management's responsibility to maintain
appropriate systems for accounting and internal control and for the presentation
and integrity of the Fund's financial statements. It is the independent
accountants' responsibility to plan and carry out proper audits and reviews. The
independent accountants are ultimately accountable to the Board and to the
Committee, as representatives of shareholders.

The independent accountants for the Fund shall report directly to the
Committee.

III. DUTIES AND RESPONSIBILITIES
--------------------------------

A. GENERAL
----------

1. oversee the quality and integrity of the Fund's accounting and
financial statement reporting process and the independent audit and
reviews thereof;

2. review and evaluate any issues raised by the independent accountants or
management regarding the accounting or financial reporting policies and
practices of the Fund, its internal controls, and, as appropriate, the
internal controls of certain service providers; and to resolve
disagreements between management and the independent accountants
regarding financial reporting; and act as a liaison between the Fund's
independent accountants and the full Board; and

3. with respect to a closed-end fund listed on the NYSE, oversee, or, as
appropriate, assist Board oversight of, (a) the Fund's compliance with
legal and regulatory requirements; and (b) the performance of the
Fund's internal audit function, if applicable.

B. SPECIFIC
-----------

1. (a) approve the selection, retention, termination and compensation
of independent accountants and the audit and non-audit
services to be rendered prior to their engagement to provide
such services, and, in connection therewith, to evaluate the
qualifications, independence and performance of the
independent accountants;

(b) when required by applicable rules, to pre-approve all audit
and permissible non-audit services to be provided by the
independent accountants to the Fund, to its investment adviser
and to any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing
services to the Fund ("Covered Services Provider"), if the
engagement relates directly to the operations and financial
reporting of the Fund; and

(c) the Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to the chair
of the Committee, in accordance with applicable laws, pursuant
to the details of pre-approval policies and procedures adopted
by the Committee.

2. ensure receipt from the independent accountants of a formal written
statement delineating all the relationships between them and the
Fund, consistent with Independence Standards Board Standard 1;
evaluate the independence of the accountants; and actively engage in
a dialogue with them regarding matters that might reasonably be
expected to affect their independence;

3. consider in consultation with the independent accountants, the scope
and plan of upcoming external audits to assure completeness of
coverage and effective use of audit resources;

4. meet with the Fund's independent accountants, at least twice a year
and more often if required, to review the conduct and results of
each audit and review of the Fund's financial statements, and
discuss the matters stated in SAS 61 "Communications with Audit
Committees," as amended by SAS 89 and 90, and any other
communications required to be discussed with the Committee pursuant
to applicable laws and regulations, including their:

(a) conclusions and recommendations on the adequacy of the
internal controls both of the Fund and its service providers
together with the responses of the appropriate management,
including the status of previous audit recommendations;

(b) reasoning in accepting or questioning sensitive accounting
estimates by management;

(d) judgments about the quality and appropriateness, (not just the
acceptability), of the Fund's critical accounting principles
used, including the degree of aggressiveness or conservatism
in the application of such principles in its financial
reporting;

(e) views as to the adequacy and clarity of disclosures in the
Fund's financial statements in relation to generally accepted
accounting principles;

(f) views of how the use of generally acceptable alternatives to
critical accounting and tax principles, disclosure practices
and valuation policies, preferred by them, would have affected
the financial statements;

(g) conclusions regarding any serious disagreements, difficulties
or disputes with management encountered during the course of
the audit;

(h) discussion of any significant risks to which the Fund is, or
might be exposed, and the steps management has taken to
minimize such risks;

(i) discussion of any significant changes to the audit plan;

(j) discussion of other matters related to the conduct of the
audit required to be communicated to the Committee under
generally accepted auditing standards;

(k) material written communications to the management of the Fund
such as any management letter or schedules of unrecognized
audit adjustments; and

(l) non-audit services provided by the Fund's independent
accountants to the Fund's investment adviser or any adviser
affiliate that provides ongoing services to the Fund, which
services were not pre-approved by the Committee (and
consideration by the Committee of whether the performance of
such services is compatible with maintaining the independent
accountant's independence).

5. meet periodically with the Fund's independent accountants in
separate executive sessions to discuss any other matters or
communications required under applicable laws or which they or the
Committee deem advisable or appropriate to discuss;

6. meet periodically with management in separate executive sessions,
including to review with the Fund's principal executive officer
and/or principal financial officer in connection with required
certifications on Form N-CSR any significant deficiencies in the
design or operation of internal control over financial reporting or
material weaknesses therein and any reported evidence of fraud
involving management or other employees who have a significant role
in the Fund's internal control over financial reporting;

7. with respect to closed-end funds listed on the NYSE, meet
periodically with the Fund's internal auditors (or other personnel
responsible for the internal audit function), if applicable, in
separate executive sessions;

8. authorize and oversee investigations into any matters within the
Committee's scope of responsibilities, or as specifically delegated
to the Committee by the Board;

9. consider and evaluate the effect upon the Fund of significant
changes in accounting principles, practices, controls or procedures
proposed or contemplated by management or the independent
accountants;

10. review management's discussion and analysis of financial statements
to be included in the Fund's annual report;

11. establish procedures for the receipt, retention and treatment of
complaints received by the Fund relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Fund and its affiliates
of concerns about accounting or auditing matters pertaining to the
Fund, and to address reports from attorneys or auditors of possible
violations of federal or state law or fiduciary duty;

12. with respect to closed-end funds listed on the NYSE, discuss the
Fund's earnings press releases, as applicable, as well as financial
information and earnings guidance provided to analysts and ratings
agencies;

13. with respect to closed-end funds listed on the NYSE, at least
annually, obtain and review a report by the independent accountant
describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (to assess the auditor's independence) all relationships
between the independent auditor and the Fund;

14. with respect to closed-end funds listed on the NYSE, set clear
hiring policies for employees or former employees of the independent
accountants; and

15. with respect to closed-end funds, provide the audit committee report
required by Item 306 of Regulation S-K for proxy statements relating
to the election of directors/trustees; and

16. report to the Board on a regular and timely basis.

IV. ADDITIONAL PROVISIONS
-------------------------

The Fund shall provide appropriate funding (as determined by the
Committee) for it to carry out its duties and its responsibilities, including:
(a) for payment of compensation to the Fund's independent accountants or other
public accounting firm providing audit, review or attest services for the Fund,
(b) for payment of compensation to any special counsel and other advisors
employed by the Committee, (c) for the ordinary administrative expenses of the
Committee, and (d) for continuing education programs to enable Committee members
to keep abreast of industry and regulatory development and to gain continuing
insights to best practices of audit committees. In performing its duties the
Committee shall consult, as it deems appropriate, with the members of the Board,
officers and employees of the Fund, the investment adviser, the Fund's counsel
and the Fund's other service providers.

On an annual basis, the Committee shall review and reassess the adequacy
of this charter and recommend to the full Board any changes the Committee deems
appropriate. In addition, on an annual basis, the Committee shall evaluate its
performance as a whole and that of its individual members to assess whether it
is functioning effectively.

Adopted as of: November 19, 2003, as amended on February 25, 2004.

3552-PS-2004

COMMON THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at The Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday,
May 10, 2004 at 8:30 a.m. and at any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated
herein. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.

A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as Directors and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________________ __________________________________
_______________________________________ __________________________________
_______________________________________ __________________________________

COMMON THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

X PLEASE MARK 3552
VOTES AS IN
THIS EXAMPLE.

1. To elect three (2) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL

For All
Nominees_______ Withhold_______

For All
Except__________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)

------------------------------
THE GABELLI CONVERTIBLE AND
INCOME SECURITIES FUND INC.
------------------------------
COMMON SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

X PLEASE MARK 3552
VOTES AS IN
THIS EXAMPLE.

1. To elect three (2) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL

For All
Nominees_______ Withhold_______

------------------------------
THE GABELLI CONVERTIBLE AND
INCOME SECURITIES FUND INC.
------------------------------
COMMON SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

SERIES B SERIES B
PREFERRED THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

SERIES B SERIES B
PREFERRED THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

3483

X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL
(03) WERNER J. ROEDER, MD

For All
Nominees_______ Withhold_______

-------------------------------------
THE GABELLI CONVERTIBLE AND INCOME
SECURITIES FUND INC.
-------------------------------------
SERIES B PREFERRED SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

3483

X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL
(03) WERNER J. ROEDER, MD

For All
Nominees_______ Withhold_______

-------------------------------------
THE GABELLI CONVERTIBLE AND INCOME
SECURITIES FUND INC.
-------------------------------------
SERIES B PREFERRED SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

SERIES C THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. SERIES C
PREFERRED PREFERRED

This proxy is solicited on behalf of the Board of Directors

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________

SERIES C THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. SERIES C
PREFERRED PREFERRED

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Mario J.
Gabelli, James E. McKee and Bruce N. Alpert, and each of them, attorneys and
proxies of the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
The Gabelli Convertible and Income Securities Fund Inc. (the "Fund") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Fund to be held at The Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830 on Monday, May 10, 2004 at 8:30 a.m. and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement and hereby instructs said attorneys and proxies
to vote said shares as indicated herein. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________

X PLEASE MARK 3552
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL
(03) WERNER J. ROEDER, MD

For All
Nominees_______ Withhold_______

-------------------------------------
THE GABELLI CONVERTIBLE AND INCOME
SECURITIES FUND INC.
-------------------------------------
SERIES C PREFERRED SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

X PLEASE MARK 3552
VOTES AS IN
THIS EXAMPLE.

1. To elect three (3) Directors of the Fund:

(01) MARIO J. GABELLI, CFA
(02) KARL OTTO POHL
(03) WERNER J. ROEDER, MD

For All
Nominees_______ Withhold_______

-------------------------------------
THE GABELLI CONVERTIBLE AND INCOME
SECURITIES FUND INC.
-------------------------------------
SERIES C PREFERRED SHAREHOLDER

Mark box at right if an address change or comment has been noted on the reverse
side of this card._____

Please be sure to sign and date this proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______