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 10580-1434
(914) 921-5070
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2001

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

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 Cole Auditorium, Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830, on Monday, May 14, 2001 at 8:30 a.m. for the
following purposes:

1. To elect three (3) Directors of the Fund, two to be elected
by the holders of the Fund's Common Stock and holders of its
8.00% Cumulative Preferred Stock ("Preferred Stock"), voting
together as a single class, and one to be elected by the
holders of the Fund's Preferred Stock, voting as a separate
class (PROPOSAL 1); and

2. To consider and vote upon such other matters 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 5, 2001, 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 9, 2001

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 John B. Smith, Executor
Estate of Jane Smith

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 14, 2001
----------------

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 14, 2001 at 8:30 a.m. at the Cole Auditorium, Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at any
adjournments thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders
and proxy card accompany this Proxy Statement, all of which are first being
mailed to shareholders on or about April 9, 2001.

In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of EquiServe, the Fund's transfer agent,
affiliates of EquiServe or other representatives of the Fund also may solicit
proxies by Internet, telephone, telegraph 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, 2000 IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING THE FUND AT ONE CORPORATE CENTER, RYE, NEW YORK,
10580-1434 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 5, 2001, 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 5, 2001, there were 7,787,745
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 AND NATURE
BENEFICIAL/RECORD OWNER(S) TITLE OF CLASS NATURE OF OWNERSHIP PERCENT OF CLASS
-------------------------- -------------- ------------------- ----------------

Cede & Co.* Common 4,238,489 (record) 54.43%
P.O. Box 20
Bowling Green Station Preferred 1,182,445 (record) 98.54%
New York, NY 10274

Mario J. Gabelli and affiliates*** Common 1,094,897 (beneficial) 14.06%
One Corporate Center
Rye, NY 10580

Bear, Stearns Securities Corp.** Common 1,025,933 (record) 13.17%
One Metrotech Center North,
4th Floor
Brooklyn, NY 11201

Charles Schwab & Co., Inc.** Common 500,840 (record) 6.43%
c/o ADP Proxy Services
51 Mercedes Way Preferred 82,979 (record) 6.91%
Edgewood, NY 11717

Prudential Securities, Inc.** Common 453,964 (record) 5.83%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717

Salomon Smith Barney, Inc.** Preferred 390,039 (record) 32.50%
333 W. 34th Street
New York, NY 10001

A.G. Edwards & Sons, Inc.** Preferred 80,568 (record) 6.71%
125 Broad Street, 40th Floor
New York, NY 10004

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

* A nominee partnership of The Depository Trust Company.

** Shares held at The Depository Trust Company.

*** Includes 148,330 shares owned directly by Mr. Gabelli, 10,000 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
34,996 shares held by custodial accounts for which Mr. Gabelli serves as
Trustee, 730,004 shares owned by Gabelli Funds, LLC or its affiliates,
58,031 shares owned by the Gabelli & Company, Inc. Profit-Sharing Plan, and
113,536 shares owned by discretionary accounts managed by GAMCO Investors,
Inc., a wholly-owned subsidiary of Gabelli Asset Management Inc.

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, voting together as a single class,
elect two Directors: Mario J. Gabelli elect two Directors: Mario J. Gabelli
and Karl Otto Pohl. and Karl Otto Pohl.

Preferred Stockholders, voting as a
separate class, elect one Director:
Felix J. Christiana.

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

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

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

The Board of Directors is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Mario J. Gabelli, Felix J. Christiana and Karl Otto Pohl have all been nominated
for a three-year term to expire at the Fund's 2004 Annual Meeting of
Shareholders and until their successors are duly elected and qualified. All of
the nominees are current Directors of the Fund and all of the current Directors
are also directors or trustees of other investment companies for which Gabelli
Funds, LLC (the "Adviser") or its affiliates serve as adviser.

Under the Fund's Articles of Incorporation, Articles Supplementary and
the Investment Company Act of 1940, as amended (the "1940 Act"), holders of
Preferred Stock, voting as a separate class, are entitled to elect two
Directors, and holders of the 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 Preferred Stock would elect the
minimum number of additional Directors that would represent a majority of the
Directors in the event that dividends on Preferred Stock are in arrears for two
full years. No dividend arrearages exist at this time. Felix J. Christiana and
Anthony J. Colavita are currently Directors elected solely by the holders of the
Fund's Preferred Stock. A quorum of the Preferred Stockholders must be present
at the Meeting in order for the proposal to elect Mr. Christiana 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. The business
address of each Director is One Corporate Center, Rye, NY 10580-1434.

NUMBER AND PERCENTAGE
OF SHARES
BENEFICIALLY OWNED**
NAME, POSITION WITH THE FUND, DIRECTLY OR INDIRECTLY ON
BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND AGE MARCH 5, 2001
-------------------------------------------------- -------------

NOMINEES TO SERVE UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS COMMON PREFERRED
----------------------------------------------------------- ------ ---------

*MARIO J. GABELLI, CFA 1,094,897 3,500***
Chairman of the Board, President and Chief Investment Officer of the Fund; Chairman of 14.06%
the Board and Chief Investment Officer of Gabelli Asset Management Inc. and Chief
Investment Officer of Gabelli Funds, LLC and GAMCO Investors, Inc.; Chairman of the
Board and Chief Executive Officer of Lynch Corporation (diversified manufacturing and
communications services company) and Lynch Interactive Corporation (multimedia and
services company); Director of Spinnaker Industries, Inc. (manufacturing company). Mr.
Gabelli is 58 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)

FELIX J. CHRISTIANA 17,622*** 0
Director of the Fund. Former Senior Vice President of Dollar Dry Dock Savings Bank.
Mr. Christiana is 76 years old.
(1)(4)(5)(6)(7)(8)(10)(13)(16)(17)(19)

*KARL OTTO POHL 0 0
Director of the Fund since 1992. Member of the Shareholder Committee of Sal Oppenheim
Jr. & Cie (private investment bank); Director of Gabelli Asset Management Inc., Zurich
Allied (insurance company), and TrizecHahn Corp. (real estate company); Former President
of the Deutsche Bundesbank and Chairman of its Central Bank Council from 1980 through
1991. Mr. Pohl is 71 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)

-------------------
* "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli
is an "interested person" of the Fund as a result of his employment as an
officer of the Fund and the Adviser. Mr. Gabelli is a registered
representative of a broker-dealer that is majority owned by Gabelli Asset
Management Inc., the parent company of the Adviser. Mr. Pohl is a
director of the parent company of the Adviser.

** For this purpose "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The
information as to beneficial ownership is based upon information
furnished to the Fund by the Directors.

*** Less than 1%.

The following Directors of the Fund will continue to serve in such
capacity until their terms of office expire and their successors are duly
elected and qualified.

DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS COMMON PREFERRED
----------------------------------------------------------- ------ ---------

E. VAL CERUTTI 2,696*** 0
Director of the Fund. Chief Executive Officer of Cerutti Consultants, Inc.; Adviser,
Iona College School of Business; Director of Lynch Corporation. Mr. Cerutti is 61 years
old.
(4)(9)

DUGALD A. FLETCHER 10,652*** 0
Director of the Fund. President, Fletcher & Company, Inc.; Former Director and Chairman
and Chief Executive Officer of Binnings Building Products, Inc.; Director of Harris and
Harris Group, Inc. (venture capital). Mr. Fletcher is 71 years old. (4)(10)

ANTHONY R. PUSTORINO 4,605*** 0
Director of the Fund. Certified Public Accountant; Professor of Accounting, Pace
University, since 1965. Mr. Pustorino is 75 years old.
(1)(3)(4)(5)(6)(7)(10)(13)(16)(17)(19)(20)

DIRECTORS SERVING UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
ANTHONY J. COLAVITA 27,495*** 800***
Director of the Fund. President and Attorney at Law in the law firm of Anthony J.
Colavita, P.C. since 1961. Mr. Colavita is 65 years old.
(1)(2)(3)(4)(5)(6)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)(20)

ANTHONIE C. VAN EKRIS 3,619*** 0
Director of the Fund since 1992. Managing Director of Balmac International, Ltd.;
Director of Spinnaker Industries, Inc.; Director of Stahel Hardmeyer A.G. Mr. van Ekris
is 66 years old.
(1)(3)(4)(5)(8)(9)(10)(11)(13)(14)(19)

SALVATORE J. ZIZZA 23,671*** 0
Director of the Fund since 1991. Chairman of The Bethlehem Corp.; Board Member of Hollis
Eden Pharmaceuticals; Former Executive Vice President of FMG Group (a healthcare
provider); Former President and Chief Executive Officer of the Lehigh Group Inc. (an
electrical supply wholesaler); Former Director and Chairman of the Executive Committee
of Binnings Building Products, Inc. Mr. Zizza is 55 years old. (1)(4)(6)(7)(10)(16)

DIRECTORS AND OFFICERS AS A GROUP 1,185,950 4,300***
15.23%

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

** For this pur pose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"). The
information as to beneficial ownership is based upon information
furnished to the Fund by the Directors.

*** Less than 1%.

(1) Trustee of The Gabelli Asset Fund
(2) Trustee of Gabelli Blue Chip Value Fund
(3) Director of Gabelli Capital Series Funds, Inc.
(4) Director of The Gabelli Convertible Securities Fund, Inc.
(5) Director of Gabelli Equity Series Funds, Inc.
(6) Director of The Gabelli Equity Trust Inc.
(7) Director of The Gabelli Global Multimedia Trust Inc.
(8) Director of Gabelli Global Series Funds, Inc.
(9) Director of Gabelli Gold Fund, Inc.
(10) Trustee of The Gabelli Growth Fund
(11) Director of Gabelli International Growth Fund, Inc.
(12) Director of Gabelli Investor Funds, Inc.
(13) Trustee of The Gabelli Mathers Fund
(14) Trustee of The Gabelli Money Market Funds
(15) Trustee of The Gabelli Utilities Fund
(16) Trustee of The Gabelli Utility Trust
(17) Director of The Gabelli Value Fund Inc.
(18) Trustee of The Gabelli Westwood Funds
(19) Director of The Treasurer's Fund, Inc.
(20) Director of Comstock Funds, Inc.

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,
together with the Director's 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, 2000 amounted to $58,500. During the year ended December 31, 2000,
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.

The Directors serving on the Fund's Nominating Committee are Messrs.
Colavita (Chairman) and Zizza. 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 did not meet
during the year ended December 31, 2000. The Fund does not have a standing
compensation committee.

Messrs. Christiana, Colavita and Pustorino, 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, 2000, 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, a copy
of which is attached as Appendix A to the Proxy Statement.
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, 2000, included in the
Fund's Annual Report dated December 31, 2000 (the "Annual
Report"), the Audit Committee reviewed and discussed at a
meeting held on February 16, 2001, 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,
2000.

Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees
---------- ------------------------------ --------------

$24,000 - For No fees were billed for $19,400 - For tax services and
professional services professional services rendered other attest services rendered by
rendered for the audit to the Fund, the Fund's the principal accountant (other
of the Fund's annual investment adviser and any than those disclosed in the
financial statements entity controlling, controlled previous columns) to the Fund.
for the year ended by or under common control There were no other fees paid by
December 31, 2000. with the Adviser that provides the Fund's investment adviser and
services to the Fund. 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
Felix J. Christiana
Anthony J. Colavita

EXECUTIVE OFFICERS OF THE FUND

Officers of the Fund are appointed by the Directors to serve at the
pleasure of the Board. Listed below is a brief description of the recent
business experience of each executive officer of the Fund who is not included in
the listing of Directors. The business address of each of these officers is One
Corporate Center, Rye, New York 10580-1434.

NAME, POSITION WITH THE FUND, PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND
AGE
------------------------------------------------------------------------------

BRUCE N. ALPERT
Vice President and Treasurer. Officer of the Fund since its inception. Executive
Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988;
President and Director of Gabelli Advisers, Inc. and an officer of all mutual
funds managed by Gabelli Funds, LLC and its affiliates. Mr. Alpert is 49 years
old.

JAMES E. MCKEE
Secretary of the Fund since 1995. Secretary of Gabelli Funds, LLC. Vice
President, General Counsel and Secretary of Gabelli Asset Management Inc. since
1999 and GAMCO Investors, Inc. since 1993; Secretary of all mutual funds advised
by Gabelli Funds, LLC and Gabelli Advisers, Inc. Mr. McKee is 37 years old.

PETER W. LATARTARA
Vice President since 1998. Assistant Vice President of the Fund since 1997 and
officer of one other Gabelli fund. Formerly, Assistant Vice President of Gabelli
& Company, Inc. and The Gabelli Global Multimedia Trust Inc; Prior to 1996, Mr.
Latartara was with the government relations firm of Black, Manafort, Stone and
Kelly in Washington, D.C. Mr. Latartara is 33 years old.

The following table sets forth certain information regarding the
compensation of the Fund's directors and officers. Mr. Latartara is employed by
both the Fund and The Gabelli Global Multimedia Trust Inc. and is not employed
by the Adviser. Officers of the Fund who are employed by the Adviser receive no
compensation or expense reimbursement from the Fund.

COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 2000
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS/OFFICERS*
--------------------------- ------------- ---------------------------

MARIO J. GABELLI $ 0 $ 0 (17)
Chairman of the Board, President and
Chief Investment Officer

E. VAL CERUTTI $ 8,000 $ 10,000 (2)
Directors

FELIX J. CHRISTIANA $ 9,000 $107,000 (11)
Director

ANTHONY J. COLAVITA $ 8,500 $129,967 (19)
Director

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

KARL OTTO POHL $ 0 $ 0 (19)
Director

ANTHONY R. PUSTORINO $ 9,000 $121,500 (12)
Director

ANTHONIE C. VAN EKRIS $ 8,000 $ 63,000 (11)
Director

SALVATORE J. ZIZZA $ 8,000 $ 55,000 (6)
Director

PETER W. LATARTARA $ 62,500 $165,000 (2)
Vice President

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

* Represents the total compensation paid to such persons during the calendar
year ended December 31, 2000 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.

REQUIRED VOTE

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 one Director).

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
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. The business
address for Gabelli Funds, LLC is One Corporate Center, Rye, New York
10580-1434.

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 2000, 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 three 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, 2001.

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.

106

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 2002
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 10, 2001.
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.

A-3

A-1

APPENDIX A

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION
------------

There shall be an audit committee of the Board of Directors which shall
be composed of at least three members of the Board of Directors who are
independent of the management of The Gabelli Convertible Securities Fund, Inc.
(the "Fund"), are free of any relationship that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgment as a
committee member, and who are "financially literate," i.e. have the ability to
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement. At least one member will have
accounting or related financial management expertise. The audit committee chair
shall be elected by the full Board of Directors.

STATEMENT OF PRINCIPLE
----------------------

The function of the audit committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and it is the independent accountants' responsibility to plan and carry
out a proper audit. The independent accountants are ultimately accountable to
the Board of Directors and the audit committee, as representatives of
shareholders.

DUTIES AND RESPONSIBILITIES
---------------------------

A. GENERAL
-------

1. to review and evaluate any issues raised by the independent
accountants or management regarding the accounting or
financial reporting policies and practices of the Fund, its
internal controls and, as appropriate, the internal controls
of certain service providers;

2. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;

3. to act as a liaison between the Fund's independent accountants
and the full Board of Directors.

B. SPECIFIC
--------

1. recommend the selection and retention of independent
accountants;

2. review the fees to be charged by the independent accountants
for audit and non-audit services;

A-1

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

4. meet with the Fund's independent accountants, at least once a
year and more often if required, to review the conduct and
results of each external audit of the Fund's financial
statements, including their:

(a) judgment as to adequacy of the internal controls,
including computerized information system controls
over the daily net asset valuation process (including
valuation of securities);

(b) conclusions concerning adequacy of internal controls
at servicing agents employed on behalf of the Fund,
including significant comments contained in
independent accountants' reports on those controls;

(c) findings and recommendations on internal controls
maintained both by the Fund and its service
providers, together with the responses of the
appropriate management, including the status of
previous audit recommendations;

(d) reasoning in accepting or questioning significant
estimates by management;

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

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

(g) views about how the Fund's choices of accounting and
tax principles, disclosure practices and valuation
policies may affect shareholders' and public views
and attitudes about the Fund;

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

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

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

(k) discussion of other matters related to the conduct of
the audit which are to be communicated to the audit
committee under generally accepted auditing
standards.

A-2

5. in proxy statements relating to an annual meeting of
shareholders at which Directors are to be elected, the audit
committee will submit a report to the SEC indicating whether
it has:

(a) reviewed and discussed the Fund's audited financial
statements with management and independent
accountants;

(b) discussed the matters outlined in SAS 61
"Communication with Audit Committees" with the
independent accountants;

6. consider, in consultation with the independent accountants,
the scope and plan of upcoming external audits to assure
completeness of coverage and effective use of audit resources,
and review with them their conclusions regarding the Fund's
accounting and internal control procedures;

7. investigate improprieties or suspected improprieties in fund
operations;

8. report its findings to the Board of Directors on a regular and
timely basis;

9. review results of regulatory examinations, as needed;

10. meet periodically with independent accountants in separate
executive sessions to discuss any matters that the audit
committee or independent accountants believes should be
discussed privately;

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

12. the audit committee shall be empowered to retain independent
counsel and other professionals who have had no economic
relationship with the Fund within the past two years, to
assist it in carrying out its responsibilities under this
charter; and

13. review and reassess the adequacy of this charter on an annual
basis and propose any changes for the approval of the full
Board of Directors.

GBFCS-PS-01

A-3

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.

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

COMMON SHAREHOLDER

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

FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT

--- --- ---

MARIO J. GABELLI
KARL OTTO POHL

NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S).
YOUR SHARES WILL BE VOTED "FOR" THE REMAINING NOMINEE(S).

Please be sure to sign and date this proxy.

Date
----------------------------------------
Shareholder sign here
----------------------------------------
Co-owner sign here
----------------------------------------

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

CONTROL NUMBER:

RECORD DATE SHARES:

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
COMMON THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS COMMON

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 Cole Auditorium, Greenwich
Public Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday,
May 14, 2001 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 the Proposals.

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?

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

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.

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

PREFERRED SHAREHOLDER

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

FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT

--- --- ---

MARIO J. GABELLI
KARL OTTO POHL
FELIX J. CHRISTIANA

Please be sure to sign and date this proxy.

Date
----------------------------------------
Shareholder sign here
----------------------------------------
Co-owner sign here
----------------------------------------

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

CONTROL NUMBER:

RECORD DATE SHARES:

THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
PREFERRED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PREFERRED

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

HAS YOUR ADDRESS CHANGED?
--------------------------------------------
--------------------------------------------
--------------------------------------------

DO YOU HAVE ANY COMMENTS?
--------------------------------------------
--------------------------------------------
--------------------------------------------