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 UTILITY TRUST
                (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 UTILITY TRUST

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

                               ------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD ON MAY 9, 2005

                               ------------------

To the Shareholders of
THE GABELLI UTILITY TRUST

      Notice is hereby  given  that the  Annual  Meeting  of  Shareholders  (the
"Meeting") of The Gabelli  Utility Trust (the "Trust") will be held at The Round
Hill Room,  Hyatt Regency  Greenwich,  1800 East Putnam  Avenue,  Old Greenwich,
Connecticut  06870,  on Monday,  May 9, 2005,  at 11:00 a.m.,  for the following
purposes:

      1.    To elect four (4) Trustees of the Trust,  three to be elected by the
            holders  of the  Trust's  Common  Shares  and  holders of its 5.625%
            Series A  Cumulative  Preferred  Shares and Series B Auction  Market
            Cumulative Preferred Shares ("Preferred Stock"),  voting together as
            a single  class,  and one to be elected  by  holders of the  Trust's
            Preferred Stock, voting as a separate class (PROPOSAL 1); and

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

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

      The close of  business  on March 1, 2005 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
TRUST.  WHETHER  OR NOT YOU PLAN TO ATTEND THE  MEETING,  WE ASK THAT YOU PLEASE
COMPLETE,  SIGN AND DATE 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 Trustees,

                                              JAMES E. MCKEE
                                              SECRETARY

April 15, 2005



                      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 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 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 UTILITY TRUST

                                   ----------

                         ANNUAL MEETING OF SHAREHOLDERS

                                   MAY 9, 2005

                                   ----------

                                 PROXY STATEMENT

      This Proxy Statement is furnished in connection  with the  solicitation of
proxies by the Board of Trustees of The Gabelli  Utility Trust (the "Trust") for
use at the Annual Meeting of Shareholders of the Trust to be held on Monday, May
9, 2005, at 11:00 a.m., at The Round Hill Room,  Hyatt Regency  Greenwich,  1800
East Putnam Avenue,  Old Greenwich,  Connecticut  06870, 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, 2005.

      In addition to the solicitation of proxies by mail,  officers of the Trust
and  officers  and  regular   employees   of   EquiServe   Trust   Company  N.A.
("EquiServe"),  the Trust's transfer agent, and affiliates of EquiServe or other
representatives  of the Trust also may solicit proxies by telephone,  telegraph,
Internet or in person.  In addition,  the Trust has  retained The Altman  Group,
Inc. to assist in the  solicitation  of proxies for a minimum fee of $2,500 plus
reimbursement of expenses.  The costs of the proxy solicitation and the expenses
incurred in connection  with  preparing the Proxy  Statement and its  enclosures
will be paid by the Trust.  The Trust will also  reimburse  brokerage  firms and
others for their expenses in forwarding solicitation materials to the beneficial
owners of its shares.

      THE  TRUST'S  MOST  RECENT  ANNUAL  REPORT,  INCLUDING  AUDITED  FINANCIAL
STATEMENTS  FOR THE FISCAL YEAR ENDED  DECEMBER  31,  2004,  IS  AVAILABLE  UPON
REQUEST,  WITHOUT CHARGE, BY WRITING TO THE TRUST AT ONE CORPORATE CENTER,  RYE,
NEW YORK 10580-1422, BY CALLING THE 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 Trustees 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
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 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 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.


                                       1


      The close of  business  on March 1, 2005 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 Trust has two  classes  of capital  stock:  common  shares,  par value
$0.001 per share (the "Common Stock") and preferred shares  consisting of 5.625%
Series A Cumulative Preferred Shares ("Series A Preferred") and Series B Auction
Market  Cumulative  Preferred  Shares ("Series B Preferred"),  each having a par
value of $0.001 per share (together,  the "Preferred  Stock") and (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 1,
2005, there were 29,032,565 shares of Common Stock, 1,184,200 shares of Series A
Preferred Stock and 1,000 shares of Series B Preferred Stock outstanding.

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

                   SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS



PROPOSAL                COMMON STOCKHOLDERS                      PREFERRED STOCKHOLDERS
--------                -------------------                      ----------------------
                                                           
1.   Election and       Common and Preferred Stockholders,       Common and Preferred Stockholders,
     of Trustees        voting together as a single class,       voting together as a single class,
                        vote to elect three Trustees:            vote to elect three Trustees:
                        Frank J. Fahrenkopf, Jr.,                Frank J. Fahrenkopf, Jr.,
                        Robert J. Morrissey,                     Robert J. Morrissey,
                        Salvatore J. Zizza                       Salvatore J. Zizza

                                                                 Preferred Stockholders,
                                                                 voting as a separate class,
                                                                 vote to elect one Trustee:
                                                                 Anthony J. Colavita

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:


                                       2


               PROPOSAL 1: TO ELECT FOUR (4) TRUSTEES OF THE TRUST

NOMINEES FOR THE BOARD OF TRUSTEES

      The Board of Trustees 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,  Frank J.  Fahrenkopf,  Jr.,  Robert  J.  Morrissey,  and
Salvatore J. Zizza have each been nominated by the Board of Trustees for a three
year term to expire at the Trust's 2008 Annual Meeting of  Shareholders or until
their successors are duly elected and qualified. Each of the Trustees has served
in that capacity since the March 29, 1999  organizational  meeting of the Trust.
All of the  Trustees  of the  Trust  are also  directors  or  trustees  of other
investment  companies  for  which  Gabelli  Funds,  LLC (the  "Adviser")  or its
affiliates  serve as investment  adviser.  The classes of Trustees are indicated
below:

NOMINEES TO SERVE UNTIL 2008 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Frank J. Fahrenkopf, Jr.
Robert J. Morrissey
Salvatore J. Zizza

TRUSTEES SERVING UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Dr. Thomas E. Bratter
Vincent D. Enright

TRUSTEES SERVING UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
James P. Conn
John D. Gabelli
Karl Otto Pohl
Anthony R. Pustorino, CPA

      Under the Trust's  Declaration of Trust,  Statement of Preferences and the
Investment  Company Act of 1940,  as amended  (the "1940  Act"),  holders of the
Trust's outstanding Preferred Stock, voting as a separate class, are entitled to
elect two  Trustees,  and holders of the Trust's  outstanding  Common  Stock and
Preferred  Stock,  voting as a single class, are entitled to elect the remaining
Trustees,  subject to the provisions of the 1940 Act and the Trust's Declaration
of Trust,  Statement  of  Preferences  and  By-Laws.  The holders of the Trust's
outstanding  Preferred  Stock would be  entitled to elect the minimum  number of
additional Trustees that would represent a majority of the Trustees in the event
that dividends on the Trust's Preferred Stock are in arrears for two full years.
No dividend  arrearages  exist as of the date of this Proxy  Statement.  Messrs.
Colavita and Conn are  currently the Trustees  elected  solely by the holders of
the Trust's  Preferred  Stock.  A quorum of the Preferred  Stockholders  must be
present at the  Meeting in order for the  proposal  to elect Mr.  Colavita to be
considered.

      Unless authority is withheld,  it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated  that he has consented to serve as a Trustee 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.


                                       3


INFORMATION ABOUT TRUSTEES AND OFFICERS

      Set forth in the table below are the  existing  Trustees  and Nominees for
election  to the  Board  of the  Trust  and  officers  of the  Trust,  including
information  relating to their respective positions held with the 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 FUND
NAME, POSITION(S)             LENGTH OF                                                                               COMPLEX
    ADDRESS(1)                   TIME              PRINCIPAL OCCUPATION(S)             OTHER DIRECTORSHIPS            OVERSEEN
    AND AGE                   SERVED(2)            DURING PAST FIVE YEARS                HELD BY TRUSTEE             BY TRUSTEE
    -------                   ---------            ----------------------                ---------------             ----------
                                                                                                              
INTERESTED TRUSTEES(3):
-----------------------
MARIO J. GABELLI           Since 1999***    Chairman of the Board and Chief            Director of Morgan Group           24
Trustee and                                 Executive Officer of Gabelli Asset         Holdings, Inc. (holding
Chief Investment Officer                    Management Inc. and Chief                  company)
Age: 62                                     Investment Officer-Value Portfolios
                                            of Gabelli Funds, LLC and GAMCO
                                            Investors, Inc.; Chairman and Chief
                                            Executive Officer of Lynch Interactive
                                            Corporation (multimedia and services)

JOHN D. GABELLI            Since 1999**     Senior Vice President of Gabelli &         Director of Gabelli Advisers,      10
Trustee                                     Company,Inc.                               Inc.
Age: 60

KARL OTTO POHL             Since 1999**     Member of the Shareholder Committee        Director of Gabelli Asset          35
Trustee                                     of Sal. Oppenheim Jr. & Cie (Zurich)       Management Inc.;
Age: 75                                     (private investment bank); Former          Chairman of InCentive Capital
                                            President of the Deutsche Bundesbank       AG and InCentive Asset
                                            and Chairman of its Central Bank           Management AG (Zurich);
                                            Council (1980-1991)                        Director of Sal. Oppenheim
                                                                                       Jr. & Cie (Zurich) (private
                                                                                       investment bank)

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
DR. THOMAS E. BRATTER      Since 1999***    Director, President and Founder of                     --                      3
Trustee                                     The John Dewey Academy
Age: 65                                     (residential college preparatory
                                            therapeutic high school)

ANTHONY J. COLAVITA(4)     Since 1999*      Partner in the law firm of Anthony J.                  --                     37
Trustee                                     Colavita, P.C.
Age: 69

JAMES P. CONN(4)           Since 1999**     Former Managing Director and               Director of LaQuinta Corp.         14
Trustee                                     Chief Investment Officer of                (hotels) and First
Age: 67                                     Financial Security Assurance               Republic Bank
                                            Holdings Ltd. (insurance holding
                                            company) (1992-1998)

VINCENT D. ENRIGHT         Since 1999***    Former Senior Vice President and Chief     Director of Aphton                 14
Trustee                                     Financial Officer of KeySpan Energy        Corporation
Age: 61                                     Corp. (utility holding company)            (biopharmaceuticals)
                                            (1994-1998)

FRANK J. FAHRENKOPF, JR.   Since 1999*      President and Chief Executive              Director of First                   5
Trustee                                     Officer of the American Gaming             Republic Bank
Age: 65                                     Association; Partner in the law firm
                                            of Hogan & Hartson; Co-Chairman of
                                            the Commission on Presidential Debates;
                                            Former Chairman of the Republican
                                            National Committee

ROBERT J. MORRISSEY        Since 1999*      Partner in the law firm of Morrissey,                  --                     10
Trustee                                     Hawkins & Lynch
Age: 65

ANTHONY R. PUSTORINO       Since 1999**     Certified Public Accountant; Professor     Director of                        17
Trustee                                     Emeritus, Pace University                  Lynch Corporation
Age: 79                                                                                (diversified manufacturing)



                                       4




                               TERM OF                                                                               NUMBER OF
                             OFFICE AND                                                                          PORTFOLIOS IN FUND
NAME, POSITION(S)             LENGTH OF                                                                               COMPLEX
    ADDRESS(1)                   TIME              PRINCIPAL OCCUPATION(S)             OTHER DIRECTORSHIPS            OVERSEEN
    AND AGE                   SERVED(2)            DURING PAST FIVE YEARS                HELD BY TRUSTEE             BY TRUSTEE
    -------                   ---------            ----------------------                ---------------             ----------
                                                                                                              
NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
SALVATORE J. ZIZZA         Since 1999*      Chairman of Hallmark Electrical            Director of Hollis Eden            25
Trustee                                     Supplies Corp.                             Pharmaceuticals and
Age: 59                                                                                Earl Scheib, Inc.
                                                                                       (automotive services)

                                          TERM OF
                                        OFFICE AND
NAME, POSITION(S)                        LENGTH OF
    ADDRESS(1)                             TIME                            PRINCIPAL OCCUPATION(S)
    AND AGE                               SERVED                           DURING PAST FIVE YEARS
    -------                               ------                           ----------------------
                                                                
OFFICERS:
---------
BRUCE N. ALPERT                         Since 2003                    Executive Vice President and Chief Operating
President and Treasurer                                               Officer of Gabelli Funds, LLC since 1988;
Age: 53                                                               Director and President of Gabelli Advisers, Inc.
                                                                      since 1998; Officer of all the registered investment
                                                                      companies in the Gabelli fund complex.

PETER D. GOLDSTEIN                      Since 2004                    Director of Regulatory Affairs for Gabelli Asset
Chief Compliance Officer                                              Management Inc. since 2004; Chief Compliance
Age: 51                                                               Officer of all the registered investment companies
                                                                      in the Gabelli fund complex; Vice President of
                                                                      Goldman Sachs Asset Management  from
                                                                      2000-2004; Deputy General Counsel of Gabelli
                                                                      Asset Management Inc. from 1998-2000.

JAMES E. MCKEE                          Since 1999                    Vice President, General Counsel and Secretary
Secretary                                                             of Gabelli Asset Management Inc. since 1999
Age: 41                                                               and GAMCO Investors, Inc. since 1993; Secretary
                                                                      of all of the registered investment companies
                                                                      advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC

DAVID I. SCHACHTER                      Since 1999                    Vice President of The Gabelli Global Utility &
Vice President                                                        Income Trust since 2004; Vice President of
Age: 51                                                               Thomas J. Herzfeld Advisers, Inc. (a registered
                                                                      investment adviser and noted closed-end fund
                                                                      authority) prior to 1999.


----------
 (1)  Address: One Corporate Center, Rye, New York 10580-1422,  unless otherwise
      noted.

 (2)  The Trust's  Board of Trustees 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.

   *  Nominee to serve,  if elected,  until the Trust's  2008 Annual  Meeting of
      Shareholders and until his successor is duly elected and qualified.

  **  Term continues until the Trust's 2006 Annual Meeting of  Shareholders  and
      until his successor is duly elected and qualified.

 ***  Term continues until the Trust's 2007 Annual Meeting of  Shareholders  and
      until his successor is duly elected and qualified.

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

 (4)  As a Trustee, elected soley by the holders of the Trust's Preferred Stock.


                                       5


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

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



    NAME OF TRUSTEE/NOMINEE           DOLLAR RANGE OF EQUITY           AGGREGATE DOLLAR RANGE OF EQUITY
                                          SECURITIES HELD                      SECURITIES HELD
                                         IN THE TRUST*(1)                   IN FUND COMPLEX*(1)(2)
                                                                                
INTERESTED TRUSTEES:
--------------------

Mario J. Gabelli                                 E                                     E

John D. Gabelli                                  A                                     E

Karl Otto Pohl                                   A                                     A

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

Dr. Thomas E. Bratter                            A                                     E

Anthony J. Colavita**                            D                                     E

James P. Conn                                    D                                     E

Vincent D. Enright                               A                                     E

Frank J. Fahrenkopf, Jr.                         A                                     B

Robert J. Morrissey                              A                                     E

Anthony R. Pustorino**                           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, 2004.

**    Messrs.  Colavita and Pustorino each  beneficially own less than 1% of the
      common  stock of Lynch  Corporation,  each having a value of $14,500 as of
      December 31, 2004.  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 Trust's Adviser.

(1)   This  information  has been  furnished  by each  Trustee  and  Nominee for
      election as Trustee as of December 31,  2004.  "Beneficial  Ownership"  is
      determined  in  accordance  with  Section  16a-1(a)(2)  of the  Securities
      Exchange Act of 1934, as amended (the "1934 Act").

(2)   The "Fund Complex" includes all Funds that are considered part of the same
      fund  complex  as  the  Trust  because  they  have  common  or  affiliated
      investment advisers.


                                       6


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



                                              AMOUNT AND NATURE OF                PERCENT OF SHARES
NAME OF TRUSTEE OR NOMINEE                   BENEFICIAL OWNERSHIP(1)                OUTSTANDING(2)
--------------------------                   -----------------------                --------------
                                                                                  
INTERESTED TRUSTEES:
--------------------

     Mario J. Gabelli                              544,555(3)                           1.9%
     John D. Gabelli                                   0                                  *
     Karl Otto Pohl                                    0                                  *

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------

     Dr. Thomas E. Bratter                             0                                  *
     Anthony J. Colavita                            6,889 (4)                             *
                                        400 Series A Preferred Stock (5)                  *
     James P. Conn                                   5,543                                *
                                        1,000 Series A Preferred Stock                    *
     Vincent D. Enright                                0                                  *
     Frank J. Fahrenkopf, Jr.                          0                                  *
     Robert J. Morrissey                               0                                  *
     Anthony R. Pustorino                            2,183                                *
                                        1,000 Series A Preferred Stock                    *
     Salvatore J. Zizza                             17,420 (6)                            *


----------
(1)   This  information  has been  furnished  by each  Trustee  and  Nominee for
      election as Trustee as of December 31,  2004.  "Beneficial  Ownership"  is
      determined in accordance with Section 16a-1(a)

(2)   of the 1934 Act.  Reflects  ownership of common  shares  unless  otherwise
      noted.

(2)   An asterisk  indicates that the ownership amount  constitutes less than 1%
      of the total shares outstanding.

(3)   Includes  182,099  common  shares owned by  affiliates  of the Adviser for
      which Mr. Gabelli disclaims beneficial ownership.

(4)   Comprised of 6,889 common shares owned by his spouse.

(5)   Includes 400 preferred shares owned by his spouse.

(6)   Includes 13,065 common shares owned by his sons.

      The Trust pays each Trustee who is not affiliated  with the Adviser or its
affiliates a fee of $3,000 per year plus $500 per meeting attended in person and
by telephone,  including committee meetings,  together with the Trustee's actual
out-of-pocket expenses relating to his attendance at such meetings. In addition,
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 Trust to such Trustees during
the year ended  December  31, 2004  amounted  to $54,000.  During the year ended
December 31, 2004, the Trustees of the Trust met five times,  one of which was a
special meeting of Trustees. Each Trustee then serving in such capacity attended
at least 75% of the meetings of Trustees  and of any  Committee of which he is a
member.

AUDIT COMMITTEE REPORT

      The role of the Trust's Audit Committee is to assist the Board of Trustees
in its oversight of (i) the quality and integrity of Trust's financial statement
reporting  process  and the  independent  audit and  reviews  thereof;  (ii) the
Trust's accounting and financial reporting policies and practices,  its internal
controls and, as  appropriate,  the internal  controls of certain of its service
providers;  (iii) the Trust's compliance with legal and regulatory requirements;
and (iv) the independent  registered public  accounting  firm's  qualifications,
independence and performance. The Audit Committee also is required to prepare an
audit  committee  report  pursuant to the rules of the  Securities  and Exchange
Commission (the "SEC") for inclusion in the 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  Trustees  on
February 16, 2005.

      Pursuant to the Charter, the Audit Committee is responsible for conferring
with the Trust's independent registered public accounting firm, reviewing annual
financial  statements,  approving  the  selection  of  the  Trust's  independent
registered public accounting firm and overseeing the 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 to the Trust and to the Adviser and certain of its affiliates. The Audit


                                       7


Committee  advises  the full Board  with  respect to  accounting,  auditing  and
financial matters  affecting the Trust. As set forth in the Charter,  management
is responsible for maintaining  appropriate  systems for accounting and internal
control,  and the  Trust's  independent  registered  public  accounting  firm is
responsible  for  planning  and  carrying  out proper  audits and  reviews.  The
independent  registered public accounting firm is ultimately  accountable to the
Board  of  Trustees  and  to  the  Audit  Committee,   as   representatives   of
shareholders.  The independent  registered  public accounting firm for the Trust
reports directly to the Audit Committee.

      In performing  its oversight  function,  at a meeting held on February 11,
2005, the Audit  Committee  reviewed and discussed with  management of the Trust
and PricewaterhouseCoopers LLP, the audited financial statements of the Trust as
of and for the fiscal year ended  December 31, 2004,  and discussed the audit of
such financial  statements with the  independent  registered  public  accounting
firm.

      In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting  principles  applied by the Trust and such
other matters brought to the attention of the Audit Committee by the independent
registered  public  accounting firm 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 registered
public  accounting firm the written  disclosures and statements  required by the
SEC's  independence  rules,  delineating  relationships  between the independent
registered  public  accounting  firm and the Trust and discussed the impact that
any such  relationships  might have on the objectivity  and  independence of the
independent registered public accounting firm.

      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 Trust's financial reporting procedures,  internal control systems and the
independent audit process.

      The  members  of the  Audit  Committee  are  not,  and  do  not  represent
themselves  to  be,  professionally  engaged  in the  practice  of  auditing  or
accounting  and  are  not  employed  by  the  Trust  for  accounting,  financial
management or internal control purposes. Moreover, the Audit Committee relies on
and  makes  no  independent  verification  of  the  facts  presented  to  it  or
representations  made by management  or  independent  verification  of the facts
presented to it or representations made by management or the Trust's independent
registered public accounting firm. 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 Trust's  financial  statements has been
carried out in accordance  with the standards of the Public  Company  Accounting
Oversight Board (United  States) or that the financial  statements are presented
in accordance with generally  accepted  accounting  principles (United States of
America).

      Based on its  consideration  of the audited  financial  statements and the
discussions  referred  to above  with  management  and the  Trust's  independent
registered  public  accounting  firm,  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 Trust's Board of
Trustees  that the  Trust's  audited  financial  statements  be  included in the
Trust's Annual Report for the fiscal year ended December 31, 2004.

      SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUST'S BOARD OF TRUSTEES

      Anthony R. Pustorino, Chairman
      Vincent D. Enright
      Anthony J. Colavita

      February 16, 2005

      The Audit  Committee  met twice during the fiscal year ended  December 31,
2004. The Audit  Committee is composed of three of the Trust's  independent  (as
such term is defined by the New York Stock Exchange, Inc.'s


                                       8


listing  standards  (the "NYSE Listing  Standards"))  Trustees,  namely  Messrs.
Colavita,  Enright and  Pustorino.  Each member of the Audit  Committee has been
determined by the Board of Trustees to be financially literate.

NOMINATING COMMITTEE

      The  Board  of  Trustees  has a  Nominating  Committee  composed  of three
independent  (as such term is defined by the NYSE Listing  Standards)  Trustees,
namely Messrs.  Colavita,  Enright and Zizza. The Nominating  Committee met once
during the fiscal year ended  December 31,  2004.  The  Nominating  Committee is
responsible  for   identifying  and   recommending  to  the  Board  of  Trustees
individuals believed to be qualified to become Board members in the event that a
position is vacated or created.  The Nominating  Committee will consider Trustee
candidates  recommended by shareholders.  In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees,  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 recommend a candidate for  consideration  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  shareholder's
            ownership  of shares of the  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  Trustee  of the  Trust  and the
            person's  consent  to be  named  as a  Trustee  if  selected  by the
            Nominating Committee and nominated by the Board of Trustees; and

      o     If requested by the  Nominating  Committee,  a completed  and signed
            trustees' questionnaire.

      The shareholder  recommendation  and  information  described above must be
sent to James E. McKee, the Trust's Secretary,  c/o Gabelli Funds, LLC, and must
be received by the Secretary no less than 120 days prior to the anniversary date
of the 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  Trustee  of the  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 Trustees'  oversight of the business and affairs of
the 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 Trust.  The Nominating  Committee also
seeks to have the Board of Trustees  represent a diversity  of  backgrounds  and
experience.

      The Trust's  Nominating  Committee  adopted a charter on May 12, 2004, and
amended  the  charter on  November  17,  2004.  The  charter can be found on the
Trust's website at www.gabelli.com.

OTHER BOARD-RELATED MATTERS

      The Board of Trustees has established the following procedures in order to
facilitate  communications  between the Board and the  shareholders of the 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


                                       9


addressed to the Board or the Board  member(s) with whom you wish to communicate
by either name or title. All such correspondence should be sent c/o the Trust at
One  Corporate  Center,  Rye,  NY  10580-1422.  To  communicate  with the  Board
electronically,      shareholders      may      send      an      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 Trustees.  The office of the General  Counsel
will forward  promptly to the addressee(s) any contents that relate to the Trust
and that  are not in the  nature  of  advertising,  promotion  of a  product  or
service, or patently offensive or otherwise  objectionable material. In the case
of  communications to the Board of Trustees 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  Trustee who is a member of the group or  committee  to
which the envelope or e-mail is addressed.

      The Trust does not expect  Trustees or Nominees for election as Trustee to
attend the Annual Meeting of Shareholders.

      The  following  table  sets  forth  certain   information   regarding  the
compensation  of the Trust's  Trustees  and  officers  for the fiscal year ended
December 31, 2004. Mr. Schachter is employed by the Trust and is not employed by
the Adviser (although he may receive incentive-based  variable compensation from
affiliates  of the  Adviser).  Officers  of the  Trust who are  employed  by the
Adviser receive no compensation or expense reimbursement from the Trust.


                                       10


                               COMPENSATION TABLE
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004



                                                                               TOTAL COMPENSATION FROM
                                             AGGREGATE COMPENSATION           THE TRUST AND FUND COMPLEX
NAME OF PERSON AND POSITION                      FROM THE TRUST             PAID TO TRUSTEES AND OFFICERS*
---------------------------                      --------------             ------------------------------
                                                                               
INTERESTED TRUSTEES:
--------------------
MARIO J. GABELLI, CFA                             $0                                 $0        (24)
Chairman of the Board and
Chief Investment Officer

JOHN D. GABELLI                                   $0                                 $0        (10)
Trustee

KARL OTTO POHL                                    $0                                 $5,085    (34)
Trustee

NON-INTERESTED TRUSTEES/NOMINEES:
---------------------------------
DR. THOMAS E. BRATTER                             $5,500                             $32,500    (3)
Trustee

ANTHONY J. COLAVITA                               $7,000                             $216,835  (36)
Trustee

JAMES P. CONN                                     $6,000                             $83,210   (13)
Trustee

VINCENT D. ENRIGHT                                $6,500                             $73,335   (13)
Trustee

FRANK J. FAHRENKOPF, JR.                          $5,500                             $53,500    (4)
Trustee

ROBERT J. MORRISSEY                               $5,500                             $54,500   (10)
Trustee

ANTHONY R. PUSTORINO                              $9,500                             $150,000  (17)
Trustee

SALVATORE J. ZIZZA                                $8,500                             $137,179  (24)
Trustee

OFFICERS:
---------
DAVID I. SCHACHTER                                $150,000                           $150,000   (1)
Vice President


----------
*     Represents the total compensation paid to such persons during the calendar
      year ended December 31, 2004 by investment companies (including the Trust)
      or portfolios  thereof from which such person receives  compensation  that
      are  considered  part of the same fund  complex as the Trust  because they
      have common or affiliated  investment advisers.  The number in parentheses
      represents the number of such investment companies and portfolios.


                                       11


REQUIRED VOTE

      The  election  of each of the  listed  Nominees  for  Trustee of the Trust
requires the  affirmative  vote of the holders of a plurality of the  applicable
class or classes of Shares of the Trust  represented  at the Meeting if a quorum
is present.

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

                             ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      PricewaterhouseCoopers,  300 Madison Avenue,  New York, NY 10017, has been
selected to serve as the Trust's  independent  registered public accounting firm
for the Trust's  fiscal year ending  December 31,  2005.  PricewaterhouseCoopers
acted as the  Trust's  independent  registered  public  accounting  firm for the
fiscal year ended December 31, 2004.  The Trust knows of no direct  financial or
material indirect financial interest of  PricewaterhouseCoopers  in the 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 Trust by PricewaterhouseCoopers for professional services received
during and for the  Trust's  fiscal  years  ended  December  31,  2003 and 2004,
respectively.



       FISCAL YEAR ENDED                     AUDIT-RELATED
         DECEMBER 31        AUDIT FEES*         FEES**         TAX FEES***     ALL OTHER FEES
         -----------        -----------         ------         -----------     --------------
                                                                      
            2003          $56,246              $6,500           $2,450               --
            2004          $35,801             $13,400           $2,550               --


*     Includes non-recurring fees billed by  PricewaterhouseCoopers to the Trust
      in connection with the initial  offering of each series of Preferred Stock
      and of rights offerings of the Trust.

**    "Audit-Related   Fees"   are   those   fees   billed   to  the   Trust  by
      PricewaterhouseCoopers  in connection  with the  preparation  of Preferred
      Shares Reports to Moody's  Investors  Service,  Inc. and Standard & Poor's
      Ratings Services.

***   "Tax Fees" are those fees billed by  PricewaterhouseCoopers  in connection
      with tax  compliance  services,  including  primarily  the  review  of the
      Trust's income tax returns.

      The Trust's Audit  Committee  Charter  requires  that the Audit  Committee
pre-approve  all audit and non-audit  services to be provided by the independent
registered public accounting firm to the Trust, and all non-audit services to be
provided by the  independent  registered  public  accounting firm to the Trust's
Adviser and service providers controlling, controlled by or under common control
with the Trust's Adviser  ("affiliates")  that provide on-going  services to the
Trust (a "Covered Services Provider"), if the engagement relates directly to the
operations  and  financial  reporting  of the  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 his decisions(s) to the Audit Committee,  at its next regularly scheduled
meeting after the Chairman's  pre-approval of such services. 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 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 Trust, the Adviser and any Covered Services Provider constitutes
not more  than 5% of the  total  amount  of  revenues  paid by the  Trust to its
independent  registered  public  accounting firm during the fiscal year in which
the permissible non-audit services are provided;  (ii) the permissible non-audit
services were not  recognized  by the 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  PricewaterhouseCoopers  billed the
Trust fees for the fiscal  years ended  December  31, 2003 and December 31, 2004
were pre-approved by the Audit Committee.


                                       12


      For   The    Trust's    fiscal    year   ended    December    31,    2004,
PricewaterhouseCoopers  has represented to the Trust that it did not provide any
non-audit  services  (or bill any fees for such  services) to the Adviser or any
affiliates thereof that provide services to the Trust.

THE INVESTMENT ADVISER AND ADMINISTRATOR

      Gabelli  Funds,  LLC is the  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 Trust's  officers  and  Trustees,  officers  and
directors of the Adviser, affiliated persons of the Adviser, and persons who own
more than 10% of a registered class of the 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 Trust with copies of all Section  16(a) forms they file.
Based  solely on the Trust's  review of the copies of such forms it received for
the calendar year ended  December 31, 2004,  the Trust  believes that during the
year  ended  2004,  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 that 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 Nominee by the
shareholders  entitled to vote for a  particular  Nominee is  necessary  for the
election of a Trustee.  Abstentions  or broker  non-votes will not be counted as
votes  cast and will have no effect on the  result of the vote.  Abstentions  or
broker non-votes,  however,  will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.

      Shareholders  of the Trust will be informed  of the voting  results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 2005.

                    OTHER MATTERS TO COME BEFORE THE MEETING

      The  Trustees of the 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  proxy will vote thereon in
accordance with their judgment.

                             SHAREHOLDER PROPOSALS

      All  proposals  by  shareholders  of the Trust  which are  intended  to be
presented at the Trust's next Annual Meeting of Shareholders to be held in 2006,
must be received by the Trust for  consideration  for  inclusion  in the Trust's
proxy  statement  and proxy  relating to that meeting no later than December 16,
2005. 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.


                                       13


COMMON                  THE GABELLI UTILITY TRUST                         COMMON

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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 UTILITY TRUST                         COMMON

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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?

--------------------------------------
--------------------------------------
--------------------------------------





                                                                            3555

X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ROBERT J. MORRISSEY
(03) 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 UTILITY TRUST
----------------------------------------
          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:-------------


                                                                            3555

X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect three (3) Trustees of the Trust:
(01) FRANK J. FAHRENKOPF, JR.
(02) ROBERT J. MORRISSEY
(03) 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 UTILITY TRUST
----------------------------------------
          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:-------------




SERIES A                        THE GABELLI UTILITY TRUST               SERIES A
PREFERRED                                                              PREFERRED

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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 A                        THE GABELLI UTILITY TRUST               SERIES A
PREFERRED                                                              PREFERRED

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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?

--------------------------------
--------------------------------
--------------------------------




                                                                            3636
X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect four (4) Trustees of the Trust:
(01) ANTHONY J. COLAVITA
(02) FRANK J. FAHRENKOPF,  JR.
(03) ROBERT J. MORRISSEY
(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.)

-----------------------------------------
      THE GABELLI UTILITY TRUST
-----------------------------------------
    SERIES A PREFERRED SHAREHOLDER

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

Please be sure to sign and date this proxy.

Signature:-------------- Date:---------- Co-owner:--------------- Date:---------

                                                                            3636
X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect four (4) Trustees of the Trust:
(01) ANTHONY J. COLAVITA
(02) FRANK J. FAHRENKOPF,  JR.
(03) ROBERT J. MORRISSEY
(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.)

-----------------------------------------
      THE GABELLI UTILITY TRUST
-----------------------------------------
    SERIES A PREFERRED SHAREHOLDER

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

Please be sure to sign and date this proxy.

Signature:-------------- Date:---------- Co-owner:--------------- Date:---------




SERIES B                        THE GABELLI UTILITY TRUST               SERIES B
PREFERRED                                                              PREFERRED

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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 UTILITY TRUST               SERIES B
PREFERRED                                                              PREFERRED

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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  Utility  Trust  (the
"Trust")  which the  undersigned  is entitled  to vote at the Annual  Meeting of
Shareholders  of the  Trust to be held at The Round  Hill  Room,  Hyatt  Regency
Greenwich, 1800 East Putnam Avenue, Old Greenwich,  Connecticut 06870 on Monday,
May 9, 2005 at 11:00 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 Trustees  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) in the records of the
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?

-----------------------------------
-----------------------------------
-----------------------------------



                                                                            3555
X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect four (4) Trustees of the Trust:
(01) ANTHONY J. COLAVITA
(02) FRANK J. FAHRENKOPF,  JR.
(03) ROBERT J. MORRISSEY
(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.)

---------------------------------------
     THE GABELLI UTILITY TRUST
---------------------------------------
    SERIES B PREFERRED SHAREHOLDER

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

Please be sure to sign and date this proxy.

Signature:--------------- Date:------------ Co-owner:------------ Date:---------


                                                                            3555
X  PLEASE MARK
   VOTES AS IN
   THIS EXAMPLE.

1. To elect four (4) Trustees of the Trust:
(01) ANTHONY J. COLAVITA
(02) FRANK J. FAHRENKOPF,  JR.
(03) ROBERT J. MORRISSEY
(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.)

---------------------------------------
     THE GABELLI UTILITY TRUST
---------------------------------------
    SERIES B PREFERRED SHAREHOLDER

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

Please be sure to sign and date this proxy.

Signature:--------------- Date:------------ Co-owner:------------ Date:---------