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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GABELLI MARIO J
2. Issuer Name and Ticker or Trading Symbol

GDL FUND [ GDL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Control Person of Adviser
(Last)          (First)          (Middle)

C/O GAMCO INVESTORS, INC, ONE CORPORATE CENTER
3. Date of Earliest Transaction (MM/DD/YYYY)

12/24/2019
(Street)

RYE, NY 10580
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, Par Value $0.001 12/24/2019  P  4700 A$9.2728 2500636.29 D  
Common Shares, Par Value $0.001         1715927.23 I Associated Capital Group, Inc. (1)
Common Shares, Par Value $0.001         7174.2 I Gabelli & Company Investment Advisers, Inc. (2)
Common Shares, Par Value $0.001         219884 I GGCP, Inc. (3)
Common Shares, Par Value $0.001         54846 I MJG IV Limited Partnership (4)
Common Shares, Par Value $0.001         40239 I GPJ Retirement Partners (5)
Common Shares, Par Value $0.001         52168 I GAMCO Investors, Inc. (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The shares reported reflect the total shares owned by Associated Capital Group, Inc. (AC). Mario J. Gabelli is the Executive Chairman and controlling shareholder of AC. Mr. Gabelli has less than a 100% interest in AC and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.
(2) The shares reported reflect the total shares owned by Gabelli & Company Investment Advisers, Inc. (GCIA), a majority owned subsidiary of GAMCO. Mr. Gabelli has less than a 100% interest in GCIA and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.
(3) The shares reported reflect the total shares owned by GGCP, Inc. (GGCP). Mario J. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder of GGCP. Mr. Gabelli has less than a 100% interest in GGCP and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.
(4) The shares reported reflect the total shares owned by MJG IV Limited Partnership, a limited partnership for which Mr. Gabelli serves as a general partner. Mr. Gabelli has less than a 100% interest in the entity and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.
(5) The shares reported reflect the total shares owned by GPJ Retirement Partners, LLC, a limited liability company. Mr. Gabelli has less than a 100% interest in the entity and disclaims beneficial ownership of the shares held by this entity which are in excess of his indirect pecuniary interest.
(6) The shares reported reflect the total shares owned by GAMCO Investors, Inc. (GAMCO). Mario J. Gabelli is the Chairman, Chief Executive Officer, and controlling shareholder of GAMCO. Mr. Gabelli has less than a 100% interest in GAMCO and disclaims beneficial ownership of the shares held by it which are in excess of his indirect pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GABELLI MARIO J
C/O GAMCO INVESTORS, INC
ONE CORPORATE CENTER
RYE, NY 10580
X

Control Person of Adviser

Signatures
Douglas R. Jamieson as Attorney-in-Fact for Mario J. Gabelli12/27/2019
**Signature of Reporting PersonDate

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