Edgar Filing: GABELLI EQUITY TRUST 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 EQUITY TRUST 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 EQUITY TRUST INC.

One Corporate Center
Rye, New York 10580-1422
(914) 921-5070

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

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To the Shareholders of
THE GABELLI EQUITY TRUST INC.

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Equity Trust Inc. (the "Equity Trust") will be held at
The Cole Auditorium, The Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830, on Monday, May 10, 2004, at 9:00 a.m., for the
following purposes:

1. To elect three (3) Directors of the Equity Trust by the holders of the
Equity Trust's Common Stock and holders of its 7.20% Series B
Cumulative Preferred Stock, Series C Auction Rate Cumulative Preferred
Stock, 5.875% Series D Cumulative Preferred Stock, and Series E Auction
Rate Cumulative Preferred Stock ("Preferred Stock"), voting together as
a single class (PROPOSAL 1); and

2. To approve an amendment to the Equity Trust's Articles of Incorporation
("Articles") to authorize the Board of Directors from time to time to
amend the Articles to increase or decrease the number of authorized
shares of stock of any class or series without further action by the
Shareholders; (PROPOSAL 2); and

3. 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 and any adjournments thereof.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
EQUITY TRUST. 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 Equity Trust 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 you 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 EQUITY TRUST INC.

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ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2004

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Equity Trust Inc. (the "Equity
Trust") for use at the Annual Meeting of Shareholders of the Equity Trust to be
held on Monday, May 10, 2004, at 9:00 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 Equity
Trust and officers and regular employees of EquiServe Trust Company N.A.
("EquiServe"), the Equity Trust's transfer agent, and affiliates of EquiServe or
other representatives of the Equity Trust also may solicit proxies by telephone,
telegraph, Internet or in person. In addition, the Equity Trust has retained
Georgeson Shareholder Communications Inc. pursuant to its standard contract to
assist in the solicitation of proxies for a minimum fee of $5,000 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 Equity Trust. The Equity Trust will also reimburse brokerage
firms and others for their expenses in forwarding solicitation materials to the
beneficial owners of its shares.

THE EQUITY TRUST'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 EQUITY TRUST AT ONE CORPORATE CENTER,
RYE, NEW YORK 10580-1422 OR BY CALLING THE EQUITY TRUST 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 and "FOR" the other
matters 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 Equity Trust at the above address prior to the date of
the Meeting.

A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Equity Trust
entitled to vote at 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 any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.

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 Equity Trust has two classes of capital stock: common stock, par value
$0.001 per share ("Common Stock"), and preferred stock consisting of, (i) 7.20%
Series B Cumulative Preferred Stock ("Series B Preferred"), par value $0.001 per
share, (ii) Series C Auction Rate Cumulative Preferred Stock ("Series C
Preferred"), par value $0.001 per share, (iii) 5.875% Series D Cumulative
Preferred Stock ("Series D Preferred"), par value $0.001 per share, and (iv)
Series E Auction Rate Cumulative Preferred Stock ("Series E Preferred), par
value $0.001 per share, (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 137,189,884 shares of Common Stock, 6,600,000 shares of Series B Preferred
Stock, 5,200 Shares of Series C Preferred Stock, 3,000,000 shares of Series D
Preferred Stock, and 2,000 shares of Series E Preferred Stock outstanding.

As of the record date, there were no persons known to the Equity Trust to
be beneficial owners of more than 5% of the Equity Trust's outstanding shares of
Common Stock or Preferred Stock.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PROPOSAL
--------
1. Election of Directors Common and Preferred Stockholders, voting together
as a single class, vote to elect three Directors:
Mario J. Gabelli, CFA; Dr. Thomas E. Bratter; and
Arthur V. Ferrara

2. Amendment to the Common and Preferred Stockholders, voting together
Equity Trust's Articles of as a single class.
Incorporation

3. 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:

o indicate your instructions on the Proxy;
o date and sign the Proxy;
o mail the Proxy promptly in the enclosed postage paid envelope;
o allow sufficient time for the Proxy to be received and processed on
or before 9:00 a.m. on May 10, 2004.

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

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, CFA, Dr. Thomas E. Bratter, and Arthur V. Ferrara have each
been nominated by the Board of Directors for a three-year term to expire at the
Equity Trust's 2007 Annual Meeting of Shareholders or until their successors are
duly elected and qualified. All of the Directors of the Equity Trust 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
Dr. Thomas E. Bratter
Arthur V. Ferrara

DIRECTORS SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
James P. Conn
Karl Otto Pohl
Anthony R. Pustorino

DIRECTORS SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Salvatore J. Zizza

Under the Equity Trust's Articles of Incorporation, Articles Supplementary
and the Investment Company Act of 1940, as amended (the "1940 Act"), holders of
the Equity Trust's outstanding Preferred Stock, voting as a separate class, are
entitled to elect two Directors, and holders of the Equity Trust'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
Equity Trust's Articles of Incorporation, Articles Supplementary and By-Laws.
The holders of the Equity Trust'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 Equity Trust's
Preferred Stock are in arrears for two full years. No dividend arrearages exist
at this time. Mr. Colavita and Mr. Conn are currently the Directors elected
solely by the holders of the Equity Trust's Preferred Stock and are not up for
election at this meeting.

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 Equity Trust, and officers, including information
relating to their respective positions held with the Equity Trust, 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 1986*** 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 Committee of Director of Gabelli 33
Director Sal Oppenheim Jr. & Cie, Zurich (private Asset Management
Age: 74 investment bank); Former President of Inc. (investment
the Deutsche Bundesbank and Chairman of management);
its Central Bank Council (1980-1991) Chairman, Incentive
Capital and
Incentive Asset
Management (Zurich);
Director at Sal
Oppenheim Jr. & Cie,
Zurich

NON-INTERESTED DIRECTORS/NOMINEES:
---------------------------------
DR. THOMAS E. BRATTER Since 1986*** Director, President and Founder, -- 3
Director The John Dewey Academy
Age: 64 (residential college preparatory
therapeutic high school)

ANTHONY J. COLAVITA 4 Since 1999* President and Attorney at Law in the -- 35
Director law firm of Anthony J. Colavita, P.C.
Age: 68

JAMES P. CONN 4 Since 1989** Former Managing Director and Director of LaQuinta Corp. 12
Director Chief Investment Officer of (hotels) and First Republic
Age: 66 Financial Security Assurance Bank
Holdings Ltd. (1992-1998)
(insurance holding company)

FRANK J. FAHRENKOPF, JR. Since 1998* President and Chief Executive Director of First Republic 4
Director Officer of the American Gaming Bank
Age: 64 Association since 1995; Partner
in the law firm of Hogan &
Hartson; Co-Chairman of the
Commission on Presidential
Debates; Former Chairman of the
Republican National Committee

ARTHUR V. FERRARA Since 2001*** Former Chairman of the Board and Director of the Guardian Life 9
Director Chief Executive Officer of The Insurance Company of America
Age: 73 Guardian Life Insurance Company of and 25 mutual funds within the
America from 1993 to 1995; President, Guardian Fund Complex
Chief Executive Officer and a
Director prior thereto

ANTHONY R. PUSTORINO Since 1986** Certified Public Accountant; Director of Lynch Corporation 17
Director Professor Emeritus, Pace University (diversified manufacturing)
Age: 78

SALVATORE J. ZIZZA Since 1986* Chairman, Hallmark Electrical Director of Hollis Eden 23
Director Supplies Corp. Pharmaceuticals; Director of
Age: 58 Earl Scheib, Inc. (automotive
services)

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

CARTER W. AUSTIN Since 2000 Vice President of the Equity Trust.
Vice President Vice President of Gabelli Funds, LLC
Age: 36 since 1996.

DAWN M. DONATO Since 2004 Registered Representative for Gabelli
Assistant Vice President & Company, Inc. since 2002; Prior to 2002,
Age: 36 Senior Sales Representative for Manulife
WoodLogan, Inc.

MATTHEW A. HULTQUIST Since 2004 Assistant Vice President of
Vice President Gabelli Asset Management
Age: 24 Company since 2001. Prior to 2001,
student at Wake Forest University.

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

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1 Address:One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2 The Equity Trust'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 Equity Trust's 2005 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
** Term expires at the Equity Trust's 2006 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
***Nominee to serve until the Equity Trust's 2007 Annual Meeting of
Shareholders and until his successor is duly elected and qualified.
3 "Interested person" of the Equity Trust as defined in the Investment Company
Act of 1940, as amended. Messrs. Gabelli and Pohl are each considered an
"interested person" because of their affiliation with Gabelli Funds, LLC
which acts as the Equity Trust's investment adviser, as officers or directors
of other Gabelli Funds or an affiliated entity (and in the case of Mr.
Gabelli, as a controlling shareholder).
4 As a Director, elected solely by holders of the Equity Trust's Preferred
Stock.

BENEFICIAL OWNERSHIP OF SHARES HELD IN THE EQUITY TRUST 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 Equity Trust and the aggregate dollar range of equity securities in the
Fund complex beneficially owned by each Director and Nominee for election as
Director.

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

INTERESTED DIRECTORS/NOMINEES:
-----------------------------
Mario J. Gabelli E E

Karl Otto Pohl A A

NON-INTERESTED DIRECTORS/NOMINEES:
---------------------------------
Dr. Thomas E. Bratter E E

Anthony J. Colavita** C E

James P. Conn E E

Frank J. Fahrenkopf, Jr. A B

Arthur V. Ferrara A E

Anthony R. Pustorino** E 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.
** Messrs. Colavita and Pustorino beneficially own less than 1% of the common
stock of Lynch Corporation having a value of $10,450 as of December 31, 2003.
Lynch 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 Equity Trust'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 Equity Trust.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR/NOMINEE BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------ -------------------------- ------------------

INTERESTED DIRECTORS/NOMINEES:
-----------------------------
Mario J. Gabelli 1,453,565(3) 1.1%
Karl Otto Pohl 0 *

NON-INTERESTED DIRECTORS/NOMINEES:
---------------------------------
Dr. Thomas E. Bratter 20,048 *
500 7.20% Series B Preferred Stock *
Anthony J. Colavita 2,205 (4) *
1,000 7.20% Series B Preferred Stock (5) *
James P. Conn 28,505 *
1,000 7.20% Series B Preferred Stock *
Frank J. Fahrenkopf, Jr. 0 *
Arthur V. Ferrara 0 *
Anthony R. Pustorino 11,917 (6) *
Salvatore J. Zizza 41,068 (7) *

--------------------------
(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 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 635,160 common shares owned by affiliates of the Adviser for which
Mr. Gabelli disclaims beneficial ownership.
(4)Comprised of 2,205 common shares owned by Mr. Colavita's spouse.
(5)Comprised of 1,000 preferred shares owned by Mr. Colavita's spouse.
(6)Includes 2,303 common shares owned by Mr. Pustorino's spouse.
(7)Includes 33,917 common shares owned by Mr. Zizza's three sons.

The Equity Trust pays each Director not affiliated with the Adviser or its
affiliates, a fee of $12,000 per year plus $1,500 per meeting attended in person
and $1,000 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 Equity Trust to such Directors during the year ended December 31,
2003 amounted to $134,500. During the year ended December 31, 2003, the
Directors of the Equity Trust met five times, one of which was a special meeting
of Directors. 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.

AUDIT COMMITTEE REPORT

The role of the Equity Trust's Audit Committee is to assist the Board of
Directors in its oversight of (i) the quality and integrity of the Equity
Trust's financial statement reporting process and the independent audit and
reviews therof; (ii) the Equity Trust's accounting and financial reporting
policies and practices, its internal controls and, as appropriate, the internal
controls of certain service providers; (iii) the Equity Trust'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 Equity
Trust'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.

Pursuant to the Charter, the Audit Committee is responsible for conferring
with the Equity Trust's independent auditors, reviewing annual financial
statements, approving the selection of the Equity Trust's independent auditors
and overseeing the Equity Trust's internal controls. The Charter also contains
provisions relating to the pre-approval by the Audit Committee of certain
non-audit services to be provided by PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") to the Equity Trust and to the Adviser and certain

of its affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Equity Trust. As set
forth in the Charter, management is responsible for maintaining appropriate
systems for accounting and internal control, and the Equity Trust'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 Equity Trust 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 Equity
Trust and PricewaterhouseCoopers, the audited financial statements of the Equity
Trust 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 Equity Trust 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 Equity Trust 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 Equity Trust's financial reporting procedures, internal control systems,
and the independent audit process.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the 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 Equity Trust's audited
financial statements be included in the Equity Trust's Annual Report for the
fiscal year ended December 31, 2003.

SUBMITTED BY THE AUDIT COMMITTEE OF THE EQUITY TRUST'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 Equity Trust'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 Equity Trust, 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 Equity Trust 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
directors' questionnaire.

The shareholder recommendation and information described above must be
sent to the Equity Trust'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 Equity Trust'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 Equity Trust 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 Equity Trust 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 Equity Trust. The Nominating Committee also seeks to have the Board of
Directors represent a diversity of backgrounds and experience.

The Equity Trust'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 Equity Trust's website (www.gabelli.com).

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
Equity Trust 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 Equity Trust at One Corporate Center,
Rye, NY 10580-1422. To communicate with the Board electronically, shareholders
may send e-mail to gabellifundsboard@gabelli.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 Equity
Trust 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 Equity Trust does not expect Directors or Nominees for election as
Director to attend the Annual Meeting of Shareholders. The Equity Trust
has not maintained information regarding attendance of Directors at shareholder
meetings in previous years.

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

COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE EQUITY TRUST AND FUND
NAME OF PERSON AND POSITION FROM THE EQUITY TRUST COMPLEX PAID TO DIRECTORS AND OFFICERS*
--------------------------- --------------------- ---------------------------------------

INTERESTED DIRECTORS/NOMINEES:
-----------------------------
MARIO J. GABELLI $0 $0 (24)
Chairman of the Board
and Chief Investment
Officer

KARL OTTO POHL $0 $0 (33)
Director

NON-INTERESTED DIRECTORS/NOMINEES:
---------------------------------
DR. THOMAS E. BRATTER $18,000 $31,000 (3)
Director

ANTHONY J. COLAVITA $21,000 $160,543 (35)
Director

JAMES P. CONN $18,500 $58,451 (12)
Director

FRANK J. FAHRENKOPF, JR. $18,000 $34,951 (4)
Director

ARTHUR V. FERRARA $16,500 $27,500 (9)
Director

ANTHONY R. PUSTORINO $22,500 $136,000 (17)
Director

SALVATORE J. ZIZZA $20,000 $82,043 (11)
Director

OFFICER:
--------
CARTER W. AUSTIN $180,000 $180,000 (1)
Vice President

------------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2003 by investment companies (including the Equity
Trust) or portfolios thereof from which such person receives compensation
that are considered part of the same fund complex as the Equity Trust 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 Equity
Trust requires the affirmative vote of the holders of a plurality of the
applicable class or classes of shares of the Equity Trust represented at the
Meeting if a quorum is present.

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

PROPOSAL 2: TO APPROVE AN AMENDMENT TO THE EQUITY TRUST'S ARTICLES OF
INCORPORATION TO PERMIT THE BOARD OF DIRECTORS FROM TIME TO TIME TO INCREASE OR
DECREASE THE NUMBER OF AUTHORIZED SHARES OF STOCK OF THE EQUITY TRUST

At a meeting held on February 25, 2004, the Equity Trust's Board of
Directors considered and approved a proposed amendment to the Equity Trust's
Articles authorizing the Board of Directors, in its sole discretion, to amend
the Articles from time to time to increase or decrease the aggregate number of
authorized shares of stock or the number of shares of stock of any class or
series of the Equity Trust, and recommended the amendment to the Articles (the
"Amendment") to shareholders for their approval. The affirmative vote of a
majority of the votes entitled to be cast by the shareholders of the Equity
Trust is required to approve the Amendment. If the Amendment is approved by the
Equity Trust's shareholders, a new section will be added at the end of Article
FIFTH of the Equity Trust's Articles, to read as follows:

(7) The Board of Directors, with the approval of a majority of the entire
Board of Directors, and without any action by the shareholders of the
Corporation, may amend these Articles from time to time to increase or
decrease the aggregate number of shares of stock of the Corporation or
the number of shares of stock of any class or series that the
Corporation has authority to issue.

In approving the proposed Amendment, the Board of Directors considered the
Adviser's expressed concern that in certain circumstances a change in the number
of the Equity Trust's authorized shares may be desirable (e.g., in order to
permit a proposed rights offering or stock split) but that the current
requirement for stockholder approval of the change could involve delays that are
not consistent with the best interests of shareholders. In addition, satisfying
the requirement for stockholder approval could involve the significant expense
of a special meeting of shareholders, including the costs of preparing, printing
and mailing proxy materials to shareholders.

The authorized capital stock of the Equity Trust and the number of shares
of common stock and preferred stock issued and outstanding are set forth below.

-----------------------------------------------------------------------------------------
SHARES OF COMMON
SHARES OF STOCK ISSUED AND SHARES OF PREFERRED STOCK
AUTHORIZED OUTSTANDING ISSUED AND OUTSTANDING
CAPITAL STOCK AS OF MARCH 15, 2004 AS OF MARCH 15, 2004
-----------------------------------------------------------------------------------------
Series B Series C Series D Series E
-----------------------------------------------------------------------------------------

200,000,000 137,189,884 6,600,000 5,200 3,000,000 2,000
-----------------------------------------------------------------------------------------

If the shareholders of the Equity Trust approve the Amendment, the Board
of Directors may cause the issuance of additional shares of stock of any class
or series of the Equity Trust without further action by the shareholders, unless
stockholder approval is required by applicable law or by the rules of the New
York Stock Exchange or any other exchange upon which the Equity Trust's stock is
then listed. If this Proposal is approved by shareholders, the terms of any
securities to be authorized, including dividend or interest rates, conversion
prices, voting rights, redemption prices, maturity dates and other similar
matters, will be determined by the Equity Trust's Board of Directors.

THE EQUITY TRUST'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF
THE EQUITY TRUST VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO THE EQUITY TRUST'S
ARTICLES TO AUTHORIZE THE BOARD OF DIRECTORS TO AMEND THE ARTICLES FROM TIME TO
TIME TO INCREASE OR DECREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK OF
THE EQUITY TRUST.

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers, 1177 Avenue of the Americas, New York, NY
10036, has been selected to serve as the Equity Trust's independent accountants
for the Equity Trust's fiscal year ending December 31, 2004.
PricewaterhouseCoopers acted as the Equity Trust's independent accountants for
the fiscal year ended December 31, 2003. The Equity Trust knows of no direct
financial or material indirect financial interest of PricewaterhouseCoopers in
the Equity Trust. 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 Equity Trust by PricewaterhouseCoopers for professional services
received during and for the Equity Trust's fiscal years ended December 31, 2002
and 2003, respectively.

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

2002 $86,565 $86,750 $2,250 --
2003 $82,229 $12,500 $2,350 --

--------------
* Includes non-recurring fees billed by PricewaterhouseCoopers to the Equity
Trust in connection with the initial offering of each series of Preferred
Stock of the Equity Trust.
** "Audit-Related Fees" are those fees billed to the Equity Trust by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Standard & Poor's
Rating's Services.
*** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Equity
Trust's income tax returns.

The Equity Trust'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 Equity Trust, and all non-audit services to be provided by the
auditors to the Equity Trust's Adviser and service providers controlling,
controlled by or under common control with the Equity Trust's Adviser
("affiliates") that provide on-going services to the Equity Trust (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Equity Trust. 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 Equity Trust'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 Equity Trust, the Adviser and any Covered Services Provider constitutes
not more than 5% of the total amount of revenues paid by the Equity Trust 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 Equity Trust 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 PricewaterhouseCoopersbilled the Equity Trust fees for
the fiscal years ended December 31, 2002 and December 31, 2003 were pre-approved
by the Audit Committee.

For The Equity Trust's fiscal year ended December 31, 2003,
PricewaterhouseCoopershas represented to the Equity Trust that it did not
provide any non-audit services (or bill any fees for such services) to the
Equity Trust's Adviser or any affiliates thereof that provide services to the
Equity Trust.

THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Equity Trust'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 Equity Trust'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 Equity Trust's securities, to
file reports of ownership and changes in ownership with the SEC and the New York
Stock Exchange, Inc. and to furnish the Equity Trust with copies of all Section
16(a) forms they file. Based solely on the Equity Trust's review of the copies
of such forms it receives, the Equity Trust believes that during the calendar
year ended 2003, such persons complied with all such applicable filing
requirements.

BROKER NON-VOTES AND ABSTENTIONS
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.

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.

With respect to Proposal Two, the adoption of which requires the
affirmative vote of a majority of the outstanding shares of the Equity Trust, an
abstention or broker non-vote will have the effect of a vote against the matter.
If any proposal, other than Proposals 1 and 2, properly comes before the
Meeting, shares represented by the proxies will be voted on all such proposals
in the discretion of the person, or persons, voting the proxies.

Shareholders of the Equity Trust will be informed of the voting results of
the Meeting in the Equity Trust's Semi-Annual Report dated June 30, 2004.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors of the Equity Trust 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 adjournments, 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 Equity Trust, which are intended to
be presented at the Equity Trust's next Annual Meeting of Shareholders to be
held in 2005, must be received by the Equity Trust for consideration for
inclusion in the Equity Trust'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 EQUITY TRUST INC.
(THE "TRUST")

AUDIT COMMITTEE CHARTER

I. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
------------------------------------------------------
There shall be an audit committee (the "Committee") of the Board of
Directors (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
Trust, 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
Trust, or any subsidiary thereof, if applicable, except compensation for
services as a member of the Trust's Board or a committee of the Board. With
respect to closed-end funds listed on the 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 Trust or its investment adviser, administrator or
custodian that may interfere with the exercise of their independence from
management of the Trust. 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 Trust'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 Trust'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 Trust'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 Trust shall report directly to the
Committee.

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

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

1. oversee the quality and integrity of the Trust'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 Trust, 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 Trust'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 Trust's compliance with
legal and regulatory requirements; and (b) the performance of the
Trust'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 Trust, 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 Trust
("Covered Services Provider"), if the engagement relates directly to
the operations and financial reporting of the Trust; 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 Trust,
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 Trust'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 Trust'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 Trust 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 Trust'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 Trust'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 Trust 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 Trust such
as any management letter or schedules of unrecognized audit
adjustments; and

(l) non-audit services provided by the Trust's independent accountants
to the Trust's investment adviser or any adviser affiliate that
provides ongoing services to the Trust, 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 Trust'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 Trust'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 Trust's internal control
over financial reporting;

7. with respect to closed-end funds listed on the NYSE, meet periodically
with the Trust'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 Trust 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 Trust's annual report;

11. establish procedures for the receipt, retention and treatment of
complaints received by the Trust relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Trust and its affiliates of
concerns about accounting or auditing matters pertaining to the Trust,
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 Trust'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
Trust;

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; and

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

IV. ADDITIONAL PROVISIONS
-------------------------
The Trust 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 Trust's independent accountants or other
public accounting firm providing audit, review or attest services for the Trust,
(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 Trust, the investment adviser, the Trust's counsel
and the Trust'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

3553-PS-2004

X PLEASE MARK 3553
VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
--------------------------------------------------------------------------------
COMMON SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR_____ AGAINST_____ ABSTAIN_____

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 3553
VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

For All
Nominees_______ Withhold_______

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR_____ AGAINST_____ ABSTAIN_____

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:______

COMMON THE GABELLI EQUITY TRUST 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 Equity Trust Inc. (the
"Equity Trust") which the undersigned is entitled to vote at The Annual Meeting
of Shareholders of the Equity Trust to be held at The Cole Auditorium, The
Greenwich Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830
on Monday, May 10, 2004 at 9:00 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, FOR the approval of an amendment to
the Equity Trust's Articles of Incorporation 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 and Proposal No.
2.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Equity Trust. 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 EQUITY TRUST INC. COMMON
This proxy is solicited on behalf of the Board of Directors

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

1. to elect three (3) Directors of the Equity Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
------------------------------
SERIES B PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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:___________

3468
PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

1. to elect three (3) Directors of the Equity Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

For All
Nominees______

Withhold______

------------------------------
THE GABELLI EQUITY TRUST INC.
------------------------------
SERIES B PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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:___________

ERIES B THE GABELLI EQUITY TRUST INC. SERIES B
PREFERRED PREFERRED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Equity Trust. 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?
_____________________________________ ________________________________________
_____________________________________ ________________________________________
_____________________________________ ________________________________________

SERIES B THE GABELLI EQUITY TRUST INC. SERIES B
PREFERRED PREFERRED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

3353

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
------------------------------
SERIES C PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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:___________

3553

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
------------------------------
SERIES C PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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 EQUITY TRUST INC. SERIES C
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Equity Trust. 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?
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________

SERIES C THE GABELLI EQUITY TRUST 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?
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________

3654

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

1. to elect three (3) Directors of the Equity Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
------------------------------
SERIES D PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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:___________

3654

PLEASE MARK
X VOTES AS IN
THIS EXAMPLE.

1. to elect three (3) Directors of the Equity Trust:

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

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 EQUITY TRUST INC.
------------------------------
SERIES D PREFERRED SHAREHOLDER

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR____ AGAINST_____ ABSTAIN____

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 D THE GABELLI EQUITY TRUST INC. SERIES D
PREFERRED PREFERRED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

SERIES D THE GABELLI EQUITY TRUST INC. SERIES D
PREFERRED PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

X PLEASE MARK 3553
VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

For All
Nominees_______ Withhold_______

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR_____ AGAINST_____ ABSTAIN_____

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 3553
VOTES AS IN
THIS EXAMPLE.

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

(01) MARIO J. GABELLI
(02) THOMAS E. BRATTER
(03) ARTHUR V. FERRARA

For All
Nominees_______ Withhold_______

2. To approve an amendment to the Equity Trust's Articles of Incorporation.

FOR_____ AGAINST_____ ABSTAIN_____

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 E THE GABELLI EQUITY TRUST INC. SERIES E
PREFERRED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PREFERRED

SERIES E THE GABELLI EQUITY TRUST INC. SERIES E
PREFERRED This proxy is solicited on behalf of the Board of Directors PREFERRED