Edgar Filing: GABELLI CONVERTIBLE SECURITIES FUND INC /DE

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 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 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 20, 2002
------------------

To the Shareholders of

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Convertible Securities Fund, Inc. (the "Fund") will be
held at The Bruce Museum, One Museum Drive, Greenwich, Connecticut 06830, on
Monday, May 20, 2002 at 8:30 a.m. for the following purposes:

1. To elect four (4) Directors of the Fund, two to be elected by the
holders of the Fund's Common Stock and holders of its 8.00% Cumulative
Preferred Stock ("Preferred Stock"), voting together as a single
class, and two 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 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 4, 2002, 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 CONTINENTAL 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 15, 2002

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 SECURITIES FUND, INC.
----------

ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2002
----------

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Convertible Securities Fund,
Inc. (the "Fund") for use at the Annual Meeting of Shareholders of the Fund to
be held on Monday, May 20, 2002 at 8:30 a.m., at The Bruce Museum, One Museum
Drive, 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 15, 2002.

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, 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. 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 YEAR ENDED DECEMBER 31, 2001 IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING THE FUND AT ONE CORPORATE CENTER, RYE, NEW YORK
10580-1422 OR CALLING THE FUND AT 1-800-422-3554 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
proposals against such adjournment.

The close of business on March 4, 2002, 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 8.00% Cumulative Preferred Stock, par value
$0.001 per share ("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 4, 2002, there were 8,074,717
shares of Common Stock and 1,200,000 shares of Preferred Stock outstanding.

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

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

Cede & Co.* Common 4,511,672 (record) 55.87%
P.O. Box 20
Bowling Green Station Preferred 1,183,470 (record) 98.62%
New York, NY 10274

Mario J. Gabelli and affiliates*** Common 1,052,281 (beneficial) 13.03%
One Corporate Center
Rye, NY 10580

Bear, Stearns Securities Corp.** Common 1,069,116 (record) 13.24%
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201

Charles Schwab & Co., Inc.** Common 499,287 (record) 6.18%
c/o ADP Proxy Services, 51 Mercedes Way
Edgewood, NY 11717 Preferred 102,375 (record) 8.53%

Salomon Smith Barney, Inc.** Preferred 339,232 (record) 28.27%
333 W. 34th Street
New York, NY 10001

A.G. Edwards & Sons, Inc.** Preferred 68,424 (record) 5.70%
125 Broad Street, 40th Fl.
New York, NY 10004

------------------
* A nominee partnership of The Depository Trust Company.
** Shares held at The Depository Trust Company.
*** Includes 150,469 shares owned directly by Mr. Gabelli, 10,000 shares
owned by a family partnership for which Mr. Gabelli serves as general
partner, 37,835 shares held by custodial accounts for which Mr. Gabelli
serves as Trustee, 724,616 shares owned by Gabelli Asset Management Inc.
or its affiliates, 55,263 shares owned by the Gabelli & Company, Inc.
Profit-Sharing Plan, and 74,098 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 the 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 and Preferred Stockholders, Common and Preferred Stockholders,
voting together as a single class, elect voting together as a single class, elect
two Directors: Anthonie C. van two Directors: Anthonie C. van
Ekris and Salvatore J. Zizza. Ekris and Salvatore J. Zizza.

Preferred Stockholders, voting as a
separate class, elect two Directors:
Anthony J. Colavita and
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 FOUR (4) 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.
Anthony J. Colavita, Anthonie C. van Ekris and Salvatore J. Zizza have each been
nominated by the Board of Directors for a three-year term to expire at the
Fund's 2005 Annual Meeting of Shareholders and until their successors are duly
elected and qualified. Mr. Roeder is being considered for election by
shareholders for a two-year period to expire at the Fund's 2004 Annual Meeting
of Shareholders and until his successor is elected and qualified. 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 2005 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Anthonie C. van Ekris
Salvatore J. Zizza

NOMINEE TO SERVE UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS
Werner J. Roeder

DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Karl Otto Pohl

DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS
E. Val Cerutti
Dugald A. Fletcher
Anthony R. Pustorino

Under the Fund's Articles of Incorporation, Articles Supplementary and the
Investment Company Act of 1940, as amended (the "1940 Act"), holders of the
Fund's Preferred Stock, voting as a separate class, are entitled to elect two
Directors, and holders of the Fund's 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 Preferred Stock would 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 Werner J. Roeder are currently the Directors representing the
holders of the Fund's Preferred Stock and are 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 Messrs. Colavita and 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 below. 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, 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
ADDRESS1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- --------- ---------------------- ------------------- --------------

INTERESTED DIRECTORS3:

MARIO J. GABELLI Since 1989** Chairman of the Board and Chief Director of Morgan Group 21
Director, President and Executive Officer of Gabelli Asset Holdings, Inc. (transportation
Chief Investment Officer Management Inc. and Chief services); Vice Chairman
Age: 59 Investment Officer of Gabelli Funds, of Lynch Corporation
LLC and GAMCO Investors, Inc.; (diversified manufacturing)
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 30
Director Committee of Sal Oppenheim Jr. & Management Inc. (investment
Age: 72 Cie (private investment bank); management); Chairman,
Former President of the Deutsche Incentive Capital and Incentive
Bundesbank and Chairman of Asset Management (Zurich);
its Central Bank Council Director at Sal Oppenheim Jr. &
(1980-1991) Cie, Zurich

NON-INTERESTED DIRECTORS:

E. VAL CERUTTI Since 1989* Chief Executive Officer of Director of Lynch Corporation 7
Director Cerutti Consultants, Inc.; Former (diversified manufacturing)
Age: 62 President and Chief Operating Officer
of Stella D'oro Biscuit Company
(through 1992); Adviser, Iona College
School of Business

NON-INTERESTED DIRECTORS:

ANTHONY J. COLAVITA4 Since 1989*** President and Attorney at Law in the -- 32
Director law firm of Anthony J. Colavita, P.C.
Age: 66

DUGALD A. FLETCHER Since 1989* President, Fletcher & Company, Inc.; Director of Harris and Harris 2
Director Former Director and Chairman and Group, Inc. (venture capital)
Age: 72 Chief Executive Officer of Binnings
Building Products, Inc. (1997)
ANTHONY R. PUSTORINO Since 1989* Certified Public Accountant; -- 16
Director Professor Emeritus, Pace University
Age: 76

WERNER J. ROEDER, MD4 Since 2001**** Medical Director of Lawrence -- 26
Director Hospital and practicing
Age: 61 private physician

ANTHONIE C. VAN EKRIS Since 1992*** Managing Director of BALMAC Director of Spinnaker 17
Director International, Inc. Industries, Inc.
Age: 67
SALVATORE J. ZIZZA Since 1991*** Chairman, Hallmark Electrical Director of Hollis Eden 8
Director Supplies Corp.; Former Executive Pharmaceuticals, Bion
Age: 56 Vice President of FMGGroup Environmental Technologies Inc.
(a healthcare provider); Former and The Credit Store Inc.
President and Chief Executive
Officer of the Lehigh Group Inc.,
an interior construction company,
through 1997

TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS1 TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED2 DURING PAST FIVE YEARS
------- ------- -----------------------
OFFICERS:

BRUCE N. ALPERT Since 1989 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC
Vice President and and an officer of all mutual funds advised by Gabelli Funds, LLC and its
Treasurer affiliates. Director and President of the Gabelli Advisers, Inc.
Age: 50

PETER W. LATARTARA Since 1998 Vice President of the Fund. Vice President of Gabelli & Company, Inc. since 1996.
Vice President
Age: 34

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: 38 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 2003 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
** Term expires at the Fund's 2004 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
*** Nominee to serve until the Fund's 2005 Annual Meeting of Shareholders
and until his successor is duly elected and qualified.
**** Nominee to serve until the Fund's 2004 Annual Meeting of Shareholders
and until his successor is duly elected and qualified.
3 "Interested person" of the Fund as defined in the Investment Company Act of
1940. 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.
4 Represents holders of the Fund's Preferred Stock.

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 Fund shares held in the
Fund and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Director.

AGGREGATE DOLLAR
NAME OF DIRECTOR OR NOMINEE DOLLAR RANGE OF EQUITY RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE FUND*(1)(2) IN FUND COMPLEX*(2)

Mario J. Gabelli E E
---- ----

E. Val Cerutti** C E
---- ----

Anthony J. Colavita E E
---- ----

Dugald A. Fletcher E E
---- ----

Anthony R. Pustorino D E
---- ----

Werner J. Roeder, MD A E
---- ----

Karl Otto Pohl A A
---- ----

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, 2001.
** Mr. Cerutti beneficially owns less than 1% of the common stock of (i) Lynch
Corporation having a value $54,000 as of December 31, 2001 and (ii) Lynch
Interactive Corporation having a value of $27,600 as of December 31, 2001.
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 as of December 31,
2001. "Beneficial Ownership" is determined in accordance with Section
16a-1(a)(2) of the 1934 Act.
(2) Less than 1%, with the exception of Mr. Gabelli, who beneficially owns
10.55% of the Fund's Shares outstanding.

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, together with the Directors' actual
out-of-pocket expenses relating to their attendance at such meetings. The
aggregate remuneration (not including out-of-pocket expenses) paid by the Fund
to such Directors during the year ended December 31, 2001 amounted to $58,139.
During the year ended December 31, 2001, 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, except for
Mr. Roeder, who became a Director of the Fund on August 15, 2001.

The Directors serving on the Fund's Nominating Committee are Messrs.
Colavita (Chairman) and Zizza, who are not "interested persons" of the Fund as
defined in the 1940 Act. The Nominating Committee is responsible for
recommending qualified candidates to the Board in the event that a position is
vacated or created. The Nominating Committee would consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Fund. The Nominating Committee met once during
the year ended December 31, 2001. The Fund does not have a standing compensation
committee.

Messrs. Pustorino (Chairman), Colavita and Zizza, who are not "interested
persons" of the Fund as defined in the 1940 Act, serve on the Fund's Audit
Committee. The Audit Committee is responsible for reviewing and evaluating
issues related to the accounting and financial reporting policies and internal
controls of the Fund and the internal controls of certain service providers,
overseeing the quality and objectivity of the Fund's financial statements and
the audit thereof and to act as a liaison between the Board of Directors and the
Fund's independent accountants. During the year ended December 31, 2001, the
Audit Committee met twice.

AUDIT COMMITTEE REPORT

The role of the Fund's Audit Committee is to assist the Fund's Board of
Directors in its oversight of the Fund's financial reporting process. The
Board of Directors of the Fund has adopted a Charter for the Audit
Committee. Management, however, 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.

In connection with the Fund's audited financial statements for the year
ended December 31, 2001, included in the Fund's Annual Report dated
December 31, 2001 (the "Annual Report"), the Audit Committee reviewed and
discussed at a meeting held on February 15, 2002, the Fund's audited
financial statements with management and the Fund's independent
accountants, and discussed the audit of such financial statements with the
Fund's independent accountants.

The Audit Committee specifically discussed with the independent
accountants the quality, and not just the acceptability under generally
accepted accounting principles, of the accounting principles applied by
the Fund. The Audit Committee also received a formal written statement
from the Fund's independent accountants delineating the relationships
between the independent accountants and the Fund and its affiliates and
discussed matters designed to assist the Committee in determining whether
the independence of the accountants might reasonably be viewed as becoming
adversely affected.

Members of the Fund's Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not employed by the Fund
for accounting, financial management or internal control. Moreover, the
Audit Committee relies on and makes no 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
auditing standards or that the financial statements are presented in
accordance with generally accepted accounting principles.

Based on its consideration of the Fund's 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 Fund's
Board of Directors that the Fund's audited financial statements be
included in the Fund's Annual Report.

Set forth in the table below are audit fees and non-audit related fees
billed by the Fund's independent accountants to the Fund for the Fund's
fiscal year ended December 31, 2001.

FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
---------- ------------------------------ --------------

$24,000 - For No fees were billed for $19,500 - For tax services and
professional services professional services rendered other attest services rendered
rendered for the audit to the Fund, the Fund's by the principal accountant
of the Fund's annual investment adviser and any (other than those disclosed in
financial statements entity controlling, controlled the previous columns) to the
for the year ended by or under common control Fund. There were no other
December 31, 2001. with the Adviser that provides fees paid by the Fund's
services to the Fund. investment adviser and any
entity controlling, controlled
by or under common control
with the Adviser that provides
services to the Fund

The Audit Committee has considered whether the provision of the non-audit
services is compatible with maintaining the auditors' independence.

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

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

The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers for the fiscal year ended
December 31, 2001. Mr. Latartara is employed by both the Fund and The Gabelli
Global Multimedia Trust Inc. and is not employed by the Adviser (although he may
recieve 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

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

MARIO J. GABELLI $0 $0 (21)
Chairman of the Board, President and
Chief Investment Officer

E. VAL CERUTTI $8,000 $15,455 (7)
Director

FELIX J. CHRISTIANA** $3,750 $50,533 (11)
Director

ANTHONY J. COLAVITA $9,500 $145,016 (32)
Director

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

DUGALD A. FLETCHER $8,000 $16,000 (2)
Director

KARL OTTO POHL $0 $0 (30)
Director

ANTHONY R. PUSTORINO $9,000 $125,250 (16)
Director

WERNER J. ROEDER $3,389 $72,182 (26)
Director

ANTHONIE C. VAN EKRIS $8,000 $62,750 (17)
Director

SALVATORE J. ZIZZA $8,500 $64,266 (7)
Director

PETER W. LATARTARA $85,000 $140,000 (2)
Vice President
------------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2001 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.
** Mr. Christiana served as a Director of the Fund until June 7, 2001.

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
classes of shares of the Fund represented at the Meeting if a quorum is present
(Common and Preferred Stockholders voting together as a single class for two
Directors, and Preferred Stockholders voting separately for two Directors).

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

ADDITIONAL INFORMATION

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,
Inc. 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 2001, such persons complied
with all such applicable filing requirements.

BROKER NON-VOTES AND ABSTENTIONS

If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
Shares on a particular matter with respect to which the broker or nominee does
not have discretionary power) is unmarked or marked with an abstention
(collectively, "abstentions") the Shares represented thereby will be considered
to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. Under Maryland law, abstentions do not
constitute a vote "FOR" or "AGAINST" a matter and will be disregarded in
determining the "votes cast" on an issue. The election of Directors (Proposal 1)
provides that the four candidates who receive the highest number of votes cast
at the meeting are elected; therefore, abstentions will be disregarded.

Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 2002.

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 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 2003
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 16, 2002.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the Securities Exchange Act of 1934.

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.

THE GABELLI CONVERTIBLE
SECURITIES FUND, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE ZGBFS1

X Please mark
votes as in
this example.

1. To elect two (2) Directors of the Fund:
(01) Anthonie C. van Ekris
(02) Salvatore J. Zizza

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 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:_________ Co-owner:___________ Date:________

DETACH HERE ZGBFS2

COMMON THE GABELLI CONVERTIBLE SECURITIES FUND, INC. COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE 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 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 Bruce Museum, One Museum
Drive, Greenwich, Connecticut 06830 on Monday, May 20, 2002 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?
_________________
_________________
_________________

THE GABELLI CONVERTIBLE
SECURITIES FUND, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE ZGBFC1

X Please mark
votes as in
this example.

1. To elect four (4) Directors of the Fund:
(01) Anthony J. Colavita
(02) Werner J. Roeder
(03) Anthonie C. van Ekris
(04) Salvatore J. Zizza

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.)

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:___________ Co-owner:_______________ Date:_______

DETACH HERE ZGBFC2

PREFERRED THE GABELLI CONVERTIBLE SECURITIES FUND, INC. PREFERRED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

HAS YOUR ADDRESS CHANGED?
___________________
___________________
___________________

DO YOU HAVE ANY COMMENTS?
___________________
___________________
___________________