SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the

Securities Exchange Act Of 1934

Duff & Phelps Utility and Corporate Bond Trust Inc.

(Name of Subject Company (Issuer))

Auction Market Preferred Shares, Series TH7

(Title of Class of Securities)

26432K 30 6

(CUSIP Number of Class of Securities)

Nathan I. Partain Duff & Phelps Utility and Corporate Bond Trust Inc. 200 South Wacker Drive, Suite 500 Chicago, Illinois 60606 Lawrence R. Hamilton, Esq. Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606

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

and Communications on Behalf of the Person(s) Filing Statement)

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$45,600,000 (a)	$5,225.76 (b)

(a) Calculated based on the maximum aggregate purchase price of $45,600,000 (excluding accrued and unpaid dividends, fees and expenses to be paid by the Issuer for shares in the offer.

(b) Calculated at $114.60 per $1,000,000 of the Transaction Valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $5,225.76	Filing Party: Duff & Phelps Utility and Corporate Bond Trust Inc.
Form or Registration No.: SC TO-I	Date Filed: May 3, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Duff & Phelps Utility and Corporate Bond Trust Inc., a Maryland corporation registered as a closed-end investment company under the Investment Company Act of 1940 (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on May 3, 2012 (the “Schedule TO”), and constitutes the final amendment pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934. The Schedule TO relates to the Fund’s offer to purchase for cash Auction Market Preferred Shares, Series TH7, par value $0.01 per share, of the Fund (“Series TH7 AMPS”), having an aggregate liquidation preference of up to $47,500,000 (excluding Accrued Dividends (as defined below), fees and expenses), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

Each holder of Series TH7 AMPS that validly tendered, and did not validly withdraw, its Series TH7 AMPS, and which Series TH7 AMPS were accepted for purchase by the Fund upon the terms and subject to the conditions set forth in the Offer to Purchase, will receive $24,000 per share of Series TH7 AMPS, equal to 96% of the $25,000 liquidation preference per share of Series TH7 AMPS. Each holder of Series TH7 AMPS that validly tendered, and did not validly withdraw, its Series TH7 AMPS, and whose Series TH7 AMPS were accepted for purchase by the Fund, will also receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, June 19, 2012 (“Accrued Dividends”).

Item 11.

Item 11 of the Schedule TO is hereby amended to add the following language thereto:

The Fund’s tender offer expired at 5:00 p.m. Eastern time on June 18, 2012. The Fund has accepted for purchase $5,425,000.00 in aggregate liquidation preference of Series TH7 AMPS (consisting of 217 shares of Series TH7 AMPS). The total purchase price for the Series TH7 AMPS accepted for purchase pursuant to the tender offer (including Accrued Dividends) was $5,208,872.34.

Item 12. Exhibits.

Item 12 is hereby amended to add the following exhibit:

Exhibit No.	Document
(a)(5)(iii)	Press Release issued by the Fund dated June 19, 2012.

Signature

After due 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.

Duff & Phelps Utility and Corporate Bond Trust Inc.
By:	/s/ Nathan I. Partain
Name: Nathan I. Partain
Title: President and Chief Executive Officer

Dated: June 19, 2012

Exhibit Index

Exhibit No.	Document
(a)(1)(i)1	Offer to Purchase dated May 3, 2012.
(a)(1)(ii)1	Letter of Transmittal (including Form W-9).
(a)(1)(iii)1	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)1	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)1	Notice of Withdrawal.
(a)(5)(i)1	Press Release issued by the Fund dated May 3, 2012.
(a)(5)(ii)2	Press Release issued by the Fund dated June 4, 2012.
(a)(5)(iii)	Press Release issued by the Fund dated June 19, 2012.
(b)(1)1	Committed Facility Agreement, dated as of March 6, 2009, between the Fund and BNP Paribas Prime Brokerage, Inc.
(d)(1)	Form of Amended and Restated Auction Agency Agreement (Incorporated by reference from post-effective amendment no. 5 to the Fund’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-07358)

1 Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 3, 2012.

2 Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on June 4, 2012.

EX-99.(A).(5).(III)

Exhibit (a)(5)(iii)

DNP SELECT INCOME FUND INC. and

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.

ANNOUNCE RESULTS OF TENDER OFFERS FOR PREFERRED SHARES

DNP Select Income Fund Inc. (NYSE: DNP), and Duff & Phelps Utility and Corporate Bond Trust Inc. (NYSE: DUC), two registered closed-end diversified management investment companies advised by Duff & Phelps Investment Management Co. (the “Funds”), have announced the expiration and results of their voluntary tender offers to purchase certain of their preferred shares. The Funds’ tender offers expired on June 18, 2012, at 5:00 p.m. Eastern time.

DNP had offered to purchase for cash shares of its Remarketed Preferred Stock (“RP”) and Auction Preferred Stock (“APS”) having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends, fees and expenses), at a price equal to (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP, (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP, (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS, and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS.

DUC had offered to purchase for cash its outstanding Auction Market Preferred Shares, Series TH7 (“Series TH7 AMPS”) having an aggregate liquidation preference of up to $47,500,000 (excluding accrued and unpaid dividends, fees and expenses), at a price equal to $24,000 per share of Series TH7 AMPS, equal to 96% of the $25,000 liquidation preference per share of Series TH7 AMPS.

Holders of preferred shares accepted for purchase are also entitled to receive any unpaid dividends accrued to, but not including, the settlement date of the tender offers.

DNP has accepted for purchase $63,025,000.00 in aggregate liquidation preference of preferred shares (consisting of 220 shares of Series D RP, 398 shares of Series E RP, 8 shares of Series TH APS, and 41 shares of Series F APS). The total purchase price for the preferred shares accepted for purchase by DNP pursuant to its tender offer (including accrued dividends) is $60,516,207.27.

DUC has accepted for purchase $5,425,000.00 in aggregate liquidation preference of Series TH7 AMPS (consisting of 217 shares of Series TH7 AMPS). The total purchase price for the Series TH7 AMPS accepted for purchase by DUC pursuant to its tender offer (including accrued dividends) is $5,208,872.34.

Each Fund will pay the purchase price for the preferred shares that it has accepted for purchase as promptly as practicable.

The terms of the preferred shares of the Funds that were not tendered will remain the same and remarketings and auctions, as applicable, will continue for those preferred shares.

Holders of preferred shares who have questions about the tender offer should contact AST Fund Solutions, LLC, the information agent for the tender offers, at (212) 400-2605.

DNP Select Income Fund Inc. is a registered closed-end diversified management investment company whose primary investment objectives are current income and long-term growth of income. The Fund seeks to achieve these objectives by investing primarily in a diversified portfolio of equity and fixed income securities of companies in the public utilities industries. For more information, visit www.dnpselectincome.com or call (800) 864-0629.

Duff & Phelps Utility and Corporate Bond Trust Inc. is a registered closed-end diversified management investment company whose primary investment objective is high current income consistent with investing in securities of investment grade quality. The Fund seeks to achieve its objectives by investing substantially all of its assets in a diversified portfolio of utility income securities, corporate income securities, mortgage-backed securities and asset-backed securities. For more information, visit www.ducfund.com or call (800) 338-8214.

Duff & Phelps Investment Management Co. has more than 28 years of experience managing investment portfolios, including institutional separate accounts and open- and closed-end funds investing in utilities, infrastructure and real estate investment trusts (REITs). For more information, visit www.dpimc.com.

Duff & Phelps is a subsidiary of Virtus Investment Partners (NASDAQ: VRTS), a multi-boutique asset manager with $38.0 billion under management as of March 31, 2012. Virtus provides investment management products and services to individuals and institutions through a multi-manager asset management business, comprising a number of individual affiliated managers, each with a distinct investment style, autonomous investment process and individual brand. Additional information can be found at www.virtus.com.

The information in this communication is not complete and may be changed.

Certain statements made in this press release are forward-looking statements. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to: market developments; legal and regulatory developments; and other additional risks and uncertainties. As a result, neither the Funds nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.