If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [x]

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [   ]

     Securities Act registration statement file number to which this form relates: 333-140966

     Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

TABLE OF CONTENTS

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1 . Description of Registrant’s Securities to be Registered .

          The section captioned “The Transaction” in the Registrant’s Registration Statement filed on Form N-14 (File No. 333-140966), dated February 28, 2007, and Amendment No. 1 thereto, dated April 16, 2007, and Amendment 2 thereto, dated April 19, 2007, is incorporated herein by reference.

Item 2 . Exhibits

          Pursuant to the instructions as to exhibits, no exhibits are filed herewith or incorporated herein by reference.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

THE GABELLI HEALTHCARE & WELLNESS ^Rx TRUST

Date: June 8, 2007