SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

GABELLI DIVIDEND & INCOME TRUST

(Name of Issuer)

Preferred Shares

(Title of Class of Securities)

36242H856

(CUSIP Number)

DAVID GOLDMAN
191 MASON STREET,
GREENWICH, CT, 06830
914-921-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

GAMCO INVESTORS, INC. ET AL

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,600,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,600,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

3,600,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox checked

Percent of class represented by amount in Row (11)

12.3 %

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

GAMCO Asset Management Inc.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 400,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 400,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

400,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

1.4 %

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

GABELLI FOUNDATION, INC.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,500,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

2,500,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

8.5 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

GGCP, INC.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,700,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,700,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

1,700,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox checked

Percent of class represented by amount in Row (11)

5.8 %

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

Associated Capital Group, Inc.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,500,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

3,500,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox checked

Percent of class represented by amount in Row (11)

11.9 %

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No.

36242H856

Name of reporting person

GABELLI MARIO J

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,430,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,430,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

5,430,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox checked

Percent of class represented by amount in Row (11)

18.5 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Preferred Shares

(b)

Name of Issuer:

GABELLI DIVIDEND & INCOME TRUST

(c)

Address of Issuer's Principal Executive Offices:

ONE CORPORATE CENTER, ONE CORPORATE CENTER, RYE, NEW YORK , 10580.

Item 2.

Identity and Background

(a)

This statement is being filed by one or more of the following persons: GGCP, Inc. (GGCP), GGCP Holdings LLC (GGCP Holdings), GAMCO Investors, Inc. (GBL), Associated Capital Group, Inc. (AC), Gabelli Funds, LLC (Gabelli Funds), GAMCO Asset Management Inc. (GAMCO), Teton Advisors, LLC (Teton Advisors), Keeley-Teton Advisors, LLC (Keeley-Teton), Gabelli & Company Investment Advisers, Inc. (GCIA), Morgan Group Holding Co., (MGH), G.research, LLC (G.research), MJG Associates, Inc. (MJG Associates), Gabelli Securities International (Bermuda) Limited (GSIL), Gabelli Foundation, Inc. (Foundation), Mario Gabelli, LICT and CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the Reporting Persons.

(b)

GAMCO is a New York corporation and GBL and MGH are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. Teton Advisors is a Wyoming limited liability company having its principal place of business at 189 Mason Street, Greenwich, CT 06830. Keeley-Teton Advisors is a Delaware limited liability company having its principal place of business at 141 W. Jackson Blvd., Chicago, IL 60604. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501.

(c)

GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company whose stock is quoted on the OTCQX platform, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below. GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (Advisers Act). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others. GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA or its relying advisers, act as a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, Gabelli Intermediate Credit Fund L.P., GAMA Select Plus Master Fund, Ltd., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P. G.research is a wholly owned subsidiary of MGH. G.research, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (1934 Act), which may as a part of its business purchase and sell securities for its own account. Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focused Growth and Income Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources, Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Media Mogul Fund, The Gabelli Pet Parents Fund, Keeley Small Cap Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd., Gabelli Growth Innovators ETF, Gabelli Love Our Planet & People ETF, Gabelli Automation ETF, Gabelli Commercial Aerospace & Defense ETF, Gabelli Financial Services Opportunities ETF (collectively, the Funds), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle. Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mites Fund, The Teton Westwood Balanced Fund, and The TETON Westwood Equity Fund. The TETON Westwood Mighty Mites Fund is sub-advised by Gabelli Funds, and their holdings are included in this filing. Keeley-Teton, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Convertible Securities Fund and their holding are included in this filing. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP. The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation. LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT. CIBL is a holding company with interest in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL. Mario Gabelli is the controlling stockholder, co-Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of MGH and indirectly of Teton Advisors and Keeley-Teton Advisors.

(d)

Not applicable.

(e)

Not applicable.

(f)

United States

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons used an aggregate of approximately $62,185,000 to purchase the additional Series M shares reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D in a private placement. GBL used approximately $30,000,000 of working capital to purchase the additional Securities reported by it. MJG used approximately $22,185,000 of private funds to purchase the additional Securities reported by it. Foundation used approximately $4,000,000 of working capital to purchase the additional Securities reported by it. GGCP used approximately $2,000,000 of working capital to purchase the additional Securities reported by it. AC used $4,000,000 of working capital to purchase the additional Securities reported by it.

Item 4.

Purpose of Transaction

The Reporting Persons file the long form Schedule 13D pursuant to Section 13d-1 of the Securities Exchange Act of 1934 (the "Act") even though they may be technically eligible to file the short form Schedule G. Because the Reporting Persons may regularly communicate with the Issuer's management, filing the Schedule 13D ensures that these conversations are compliant with the reporting obligations under the Exchange Act.

Item 5.

Interest in Securities of the Issuer

(a)

The aggregate number of Securities to which this Schedule 13D relates is 17,130,000 shares, representing 58.45% of the 29,307,680 shares outstanding as reported by the Issuer. The Reporting Persons beneficially own those Securities as follows: MJG 5,430,000 shares 18.53%, GAMCO 400,000 shares 1.36%, Foundation 2,500,000 shares 8.53%, AC 3,500,000 shares 11.94%, GGCP 1,700,000 shares 5.80% and GBL 3,600,000 shares 12.28%.

(b)

Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds shares, (ii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iii) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.

(c)

Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth below: DATE SHARES PURCHASED PRICE /SOLD SERIES M CUMULATIVE PREFERRED GABELLI FOUNDATION, INC. 12/26/2025 400,000 10.0000 MARIO J. GABELLI 12/26/2025 2,218,500 10.0000 GGCP, INC. 12/26/2025 200,000 10.0000 ASSOCIATED CAPITAL GROUP, INC. 12/26/2025 400,000 10.0000 GAMCO INVESTORS, INC. 12/26/2025 3,000,000 10.0000

(d)

The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.

(e)

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GAMCO INVESTORS, INC. ET AL

Signature:	PETER D. GOLDSTEIN
Name/Title:	CHIEF LEGAL OFFICER
Date:	12/29/2025

GAMCO Asset Management Inc.

Signature:	DOUGLAS R. JAMIESON
Name/Title:	PRESIDENT
Date:	12/29/2025

GABELLI FOUNDATION, INC.

Signature:	DAVID GOLDMAN
Name/Title:	ATTORNEY-IN-FACT
Date:	12/29/2025

GGCP, INC.

Signature:	DAVID GOLDMAN
Name/Title:	ATTORNEY-IN-FACT
Date:	12/29/2025

Associated Capital Group, Inc.

Signature:	PETER D. GOLDSTEIN
Name/Title:	CHIEF LEGAL OFFICER
Date:	12/29/2025

GABELLI MARIO J

Signature:	DAVID GOLDMAN
Name/Title:	ATTORNEY-IN-FACT
Date:	12/29/2025

Amendment: SEC Form SCHEDULE 13D/A filed by Gabelli Dividend & Income Trust