Exhibit 23(e)(3)

                    FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

          THIS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT is made as of
August 19, 2008, by and between GABELLI COMSTOCK FUNDS, INC., a Maryland
corporation (the "Company") and GABELLI & COMPANY, INC. (the "Distributor").

                                   WITNESSETH:

          WHEREAS, the Company and Distributor are parties to that certain
Distribution Agreement, dated as of May 22, 2000 (the "Distribution Agreement"),
pursuant to which the Distributor serves as distributor for the shares of the
Company; and

          WHEREAS, the Company and Distributor desire to amend the Distribution
Agreement to reflect the adoption by the Fund of a separate Rule 12b-1 Plan of
Distribution on behalf of its Class AAA shares.

          NOW, THEREFORE, the parties hereby agree as follows:

          1. Paragraph 7(d) of the Distribution Agreement is hereby amended to:

               "Subject to Paragraph 9 below, the Distributor will bear the
costs and expenses of printing and distributing any copies of any prospectuses
and annual and interim reports of the Fund (after such items have been prepared
and set in type) which are used in connection with the offering of Shares, and
the costs and expenses of preparing, printing and distributing any other
literature used by the Distributor or furnished by the Distributor for use in
connection with the offering of the Shares and the costs and expenses incurred
by the Distributor in advertising, promoting and selling Shares of the Fund to
the public. The Fund has adopted a separate plan of distribution (collectively,
the "Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on behalf
of its Class A, Class B, Class C and Class AAA shares, respectively, each of
which provides for the payment of administrative and sales related expenses in
connection with the distribution of Fund shares and the Distributor agrees to
take no action inconsistent with said Plan."; and

          2. The Distribution Agreement, as expressly amended hereby, shall
continue in full force and effect.



          IN WITNESS WHEREOF, the parties hereto have executed this FIRST
AMENDMENT TO THE DISTRIBUTION AGREEMENT as of the day and year first above
written.

                                        GABELLI COMSTOCK FUNDS, INC.


                                        By:  /s/ Agnes Mullady
                                            ------------------------------------
                                            Name:  Agnes Mullady
                                            Title: Treasurer


                                        GABELLI & COMPANY, INC.


                                        By:  /s/ Bruce N. Alpert
                                            ------------------------------------
                                            Name:  Bruce N. Alpert
                                            Title: Vice President