GABELLI GROWTH FUND
N-30B-2, 1995-03-13
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<PAGE>   1
                           THE GABELLI GROWTH FUND

                             One Corporate Center
                           Rye, New York 10580-1434
                             ANNUAL REPORT - 1994

TO OUR SHAREHOLDERS:

       In the fourth quarter, The Gabelli Growth Fund's net asset value slipped
0.5% to an adjusted $22.47 per share on December 31, 1994 (adding back the 
$2.79 per share distribution paid on December 30, 1994) from $22.58 on 
September 30, 1994.  This compares to the Standard & Poor's 500 Index, a 
widely accepted unmanaged index of stock market performance, which was flat 
for the quarter.  For the twelve months ended December 31, 1994, the Fund's 
total return declined 3.4% versus the 1.3% return in the Standard & Poor's 
500 Index over the same period.

INVESTMENT RESULTS (a)

<TABLE>
<CAPTION>
                                                   Quarter
                                   --------------------------------------
                                   1st         2nd        3rd         4th         Year
                                   ---         ---        ---         ---         ----
<S>                              <C>         <C>         <C>         <C>         <C>
1994:   Net Asset Value ......   $21.90      $21.23      $22.58      $19.68      $19.68
        Total Return .........    (5.8)%      (3.1)%       6.4%       (0.5)%     ( 3.4)%
- ----------------------------------------------------------------------------------------
1993:   Net Asset Value ......   $21.71      $21.84      $23.43      $23.26      $23.26
        Total Return .........     0.6%        0.6%        7.3%        2.5%       11.3%
- ----------------------------------------------------------------------------------------
1992:   Net Asset Value ......   $20.27      $19.72      $20.50      $21.59      $21.59
        Total Return .........    (4.7)%      (2.7)%       4.0%        8.5%        4.5%
- ----------------------------------------------------------------------------------------
1991:   Net Asset Value ......   $18.18      $18.02      $19.51      $21.28      $21.28
        Total Return .........    11.7%       (0.9)%       8.3%       12.0%       34.3%
- ----------------------------------------------------------------------------------------
1990:   Net Asset Value ......   $16.74      $17.80      $15.75      $16.27      $16.27
        Total Return .........    (1.9)%       6.3%      (11.5)%       6.2%       (2.0)%
- ----------------------------------------------------------------------------------------
1989:   Net Asset Value ......   $13.99      $15.73      $17.46      $17.07      $17.07
        Total Return .........    10.6%       12.4%       11.0%        1.5%       40.1%
- ----------------------------------------------------------------------------------------
1988:   Net Asset Value ......   $10.87      $12.40      $12.71      $12.65      $12.65
        Total Return .........    16.1%       14.1%        2.5%        2.5%       39.2%
- ----------------------------------------------------------------------------------------
1987:   Net Asset Value ......   $10.00      $10.84      $11.28       $9.51       $9.51
        Total Return .........    --           8.4%(b)     4.1%      (15.7)%      (4.9)%(b)
- ----------------------------------------------------------------------------------------
</TABLE>

Average Annual Returns - December 31, 1994 (a)
- ----------------------------------------------
1 Year ............................... (3.4)%
5 Year ...............................  8.1%
Life of Fund (b) ..................... 13.9%

<TABLE>
<CAPTION>
                       Dividend History
- ------------------------------------------------------------
Payment (ex) Date       Rate Per Share    Reinvestment Price
- -----------------       --------------    ------------------
<S>                        <C>                  <C>
December 30, 1994          $2.790               $19.68
December 31, 1993          $0.760               $23.26
December 31, 1992          $0.646               $21.59
December 31, 1991          $0.573               $21.28
December 31, 1990          $0.460               $16.27
December 29, 1989          $0.654               $17.07
December 30, 1988          $0.377               $12.65
January 4, 1988            $0.152                $9.58
</TABLE>

(a) Average annual and total returns reflect changes in share price and
reinvestment of dividends and are net of expenses. The net asset value of the
Fund is reduced on the ex-dividend (payment) date by the amount of the dividend
paid. Of course, returns represent past performance and do not guarantee future
results.  Investment returns and the principal value of an investment will
fluctuate.  When shares are redeemed they may be worth more or less than their
original cost.  (b)  From commencement of operations on April 10, 1987.

<PAGE>   2

     From inception on April 10, 1987 through December 31, 1994, the Fund
achieved a 174.1% total return, which reflects an average annual total return
of 13.9% assuming reinvestment of all dividends and distributions.  The five
year total return of the Fund through December 31, 1994 was 47.8%, which
equates to an 8.1% average annual rate of return.  Our shareholder base is at
47,939 shareholders and total net assets of the Fund are at $482.5 million on
December 31, 1994.

                  Comparison of Change in Value of
              $10,000 Investment in the Gabelli Growth
                     Fund and the S&P 500 Index

<TABLE>
<CAPTION>
Measurement                 Gabelli
  Period                  Growth Fund            S&P 500 Index 
<S>                         <C>                     <C>
  4/10/87                   $10,000                 $10,000
 12/31/87                   $ 9,510                 $ 8,490
 12/31/88                   $13,238                 $ 9,891
 12/31/89                   $18,546                 $13,016
 12/31/90                   $18,175                 $12,612
 12/31/91                   $24,409                 $16,459
 12/31/92                   $25,507                 $17,282
 12/31/93                   $28,389                 $19,027
 12/31/94                   $27,424*                $19,274
</TABLE>      

* Past perfomance is not predictive of future performance

NEW PORTFOLIO MANAGER

     We are privileged to announce that Howard Frank Ward has joined our firm as
Portfolio Manager of The Gabelli Growth Fund.

     Howard joins us from Scudder, Stevens and Clark, where he served as
Managing Director and lead Portfolio Manager for several Scudder mutual funds
including Scudder Quality Growth and Balanced Funds.  As Director of the Quality
Growth Equity Management Group, Howard supervised the management of
approximately $3 billion in client assets.  Howard is a Chartered Financial
Analyst and member of the New York Society of Security Analysts.  He is a 1978
graduate of Northwestern University, where he earned a Bachelor of Arts degree
in Economics.

COMMENTARY

     1994 closed the year with little net change as the leading industrial
averages showed advances of about 2%.  Moreover, these averages suggested a
third consecutive year of modest interim swings and low volatility.  The Dow
Jones Industrial Average's high was 10.7% above its April low.  This follows a
1992 high-to-low swing of 11.8% and 1993's 9.8%.  Such moderate fluctuations
are roughly half the levels seen in most years and indicate a calmer market
environment than has been experienced by most investors. Annual ranges
typically exceed 20%. 1995 can be anticipated to show "normal" swings
reflecting greater volatility.

     The placid, calm waters reflected by the averages masked substantially
greater turbulence, eddies, undertows and tidal shifts which swirled beneath the
surface.  The Dow Utilities and Transports were down 17% and 21%, respectively.
By late October and early November, more than 4 out of every 10 NYSE traded
stocks were selling 30% below their 1993 - early 1994 highs.  For NASDAQ stocks,
more than 50% were off 40%.  Then, by mid-December, almost 550 NYSE stocks
recorded 52 week lows.  In the same week, 730 NASDAQ stocks also hit lows.

     1994 was a tough year for investment performance, much more so than the
unmanaged averages would suggest.  Bonds were not spared.  5-year Treasury
Notes, for example, probably had their worst year ever.  20-year Treasuries had
their second worst year.  Purchase of 30-year Treasury Bonds at October 1993's
high price would have shown a 16% loss, even including interest income, if the
bonds had been sold at the end of 1994.  Investing last year was like trudging
through knee-deep mud; hard work, with not much progress.

<PAGE>   3
     1994 was characterized by a tug-of-war, a wrestling match between the
classic oppositional forces of rising cash flow and improving earnings pitted
against the Federal Reserve Board's strategic moves to establish a significantly
higher level for interest rates.  Six bumps - 25 basis points in February, March
and April, then 50 basis points in May and August and finally a larger 75 basis
points in mid-November - forced short-term and long-term interest rates 250
basis points higher.  With fourth quarter Gross Domestic Product (GDP) likely to
register a 4% gain, these higher interest rates have yet to "bite."  Additional
rate hikes may be coming early in 1995.  Eventually, the expansion in domestic
business activity will be slowed and, as 1995 progresses, more will be heard
about the prospect for recessionary forces coming into play, if not becoming
dominant.

     For the present, there is no compelling reason to think the Federal Reserve
Board, having decided not to spike the punch, will now proceed to remove the
punch bowl, turn out the lights and lock the door.  Corporate cash flow and
earnings gains in 1995 may be less than earlier expectations.  But there should
be opportunities for better situated and better managed companies to advance
their shareholders' economic value.  If the Federal Reserve Board is successful,
as we anticipate, a low inflation and sustainable, more modest economic advance
will position U.S. industrial companies to show gains in 1996 and perhaps 1997.

     Early in 1994 we alerted investors to anticipate a "third - wave" of merger
activity.  This activity was initiated convincingly by General Electric's (GE -
$51.00 - NYSE) bid for Kemper Corp. in March.  (GE was not successful as its bid
was topped by Conseco).  Such strategic moves are likely to continue into 1995
as companies find it more advantageous "to buy" rather than "to build."
Fittingly, GE ended 1994 by raising its dividend in mid-December by 14%.  This
increase upped its market yield from 2.8% to over 3.2%.  We look for other
industrial companies to follow GE's lead and hike their dividends in 1995 in
reflection of improved 1994 earnings results and a favorable outlook.  Such
moves will strengthen the market's under-pinning.  GE at the same time also
authorized the repurchase of as much as $5 billion of its stock during the next
two years.  This represents another positive trend we anticipate for 1995.

     As the markets turned into the new year, adjustments were being made in
response to Mexico's decision to allow its peso "to float," precipitating a
harsh devaluation which initially approached 40%.  Global economic activity is a
trend and a market force we expect to add value to the Fund's holdings.
Periodic devaluations are a recurring risk, always occurring at inopportune
times.  To capitalize on the move to higher standards of living world-wide we
have elected to place most of our bets with larger U.S. companies with
significant multinational earnings exposure - companies like GE, Coca Cola (KO -
$51.50 - NYSE), Proctor & Gamble (PG - $62.00 - NYSE), Colgate Palmolive (CL -
$63.375 - NYSE) and Gillette (G - $74.75 - NYSE) - which have demonstrated an
ability to prosper in volatile international market places, and to keep our
direct foreign exposure limited to special situations.

     1995 may reflect an investment year of many cross currents.  Nonetheless,
there are positive forces at work in the marketplace and your portfolio is 
positioned to capitalize on them.

LET'S TALK STOCKS

     The following are stock specifics on selected holdings of our Fund's
investments.  Favorable EBITDA prospects do not necessarily translate into
higher stock prices, but they do express a positive trend which we believe
will develop over time.

American International Group (AIG - $98.00 - NYSE), headquartered in New York
City, is one of the world's leading insurance organizations, providing property,
casualty, marine, life and financial guarantee


<PAGE>   4
insurance.  American International Group has global exposure with operations in
over 125 countries.  International operations accounted for over 50% of sales.
AIG will achieve over $20 billion in revenue in 1994 spurred by increased
premium rates and new written business.  Earnings should be greater than $6.50
for 1994 and will grow by 15% this year.  We are currently building a position
in AIG.

First Data Corporation (FDC - $47.375 - NYSE) is the primary provider of
information processing and related services.  Prior to its initial public
offering in April of 1992, FDC was wholly owned by American Express.  First Data
has five divisions with First Data Resources accounting for 40% of revenues.
First Data Resources is a third party processor of Master Card and Visa card
transactions in the U.S. and U.K.  After an unsuccessful bid for Western Union
back in September, FDC continues to aggressively p ursue the money transfer
markets leveraging its much larger money order infrastructure.  We look for
strong   global demand  for electronic information processing and expect FDC to
be the leader.

Fluor Corporation (FLR - $43.125 - NYSE)  is one of the world's largest
international engineering and full service construction companies.  We continue
to anticipate increased revenues and earnings growth due to the robust recovery
in economies overseas.  Fluor's CEO, Les McCraw, expects the company's earnings
to grow at a 15-20% rate per year.  The company currently has a $14.5 billion
backlog and expects 60% to be international by year end.  Fluor also mines coal,
which contributed 9% to earnings and 24% to profits in 1993.  Fluor is well
positioned and is an exceptional company.

American Brands, Inc. (AMB - $37.50 - NYSE) is an asset rich company with many
different lines of businesses including Titleist and Pinnacle golf balls, Moen
faucets, Jim Beam bourbon and Acco office products.  American Brands also owns
Gallaher, the largest tobacco company in the United Kingdom.  American Brands
completed the sale of The Franklin Life Insurance company for $1.17 billion in
January 1995 and sold its domestic tobacco business, American Tobacco, to B.A.T.
for $1 billion in December 1994.  We believe these sales are symbolic of
management's commitment to surface shareholder value.  American Brands is a
strong cash flow generator and currently pays a healthy $2.00 dividend.

Time Warner Inc. (TWX - $35.125 - NYSE)  is one of the largest diversified media
and publishing companies in the world with a market capitalization of over $15
billion.  Warner Brothers Studios, the company's filmed entertainment
subsidiary, was ranked number one at the box office for the third consecutive
year.  Time Warner is restructuring its business into copyright and creativity
(notably publishing, music and filmed entertainment) on one side and
distribution (mostly cable) on the other.

AT&T Corporation (T - $50.25 - NYSE )  is the second largest telephone company
in the world.  AT&T is attractively valued at 7.5 times EBITDA relative to its
growth potential.  It is well positioned to benefit from the above average
long-term growth of the global telecommunications industry.  Its strategy
includes taking advantage of its strong global franchise, including brand name,
broad product offering and an international customer base.  The company expects
to take advantage of the growing demand for a tailored approach to
telecommunications services.  AT&T will satisfy communication needs by packaging
its broad array of products including its global wired and wireless
telecommunications services, telecommunications equipment and financial
services.  We expect earnings growth in 1995 to be above 15%, with an EPS
estimate of $3.55.

General Electric Company (GE - $51.00 - NYSE), with sales expected to top $40
billion in 1995, stands among the world's largest industrial concerns.  As a
company with a global footprint, GE is a primary beneficiary of a developing
European recovery and continued strength in the developing markets of Asia and
Latin America.  GE's varied businesses include financial services (through
General Electric Capital Corporation), broadcasting (through the NBC Television
Network) and jet engines.  The company is also

<PAGE>   5
a leader in home appliances and industrial power systems.  GE's controversial
unit, Kidder Peabody, has been sold to PaineWebber.  GE declared a 2-for-1 stock
split in mid-1994 and the dividend was increased by 13.7%.  Earnings should hit
a record level in 1995 and the stock should benefit from a recently announced $5
billion share repurchase plan.

MINIMUM INITIAL INVESTMENT - $1,000

     The Fund's minimum initial investment for both regular and retirement 
accounts is $1,000.  There are no subsequent minimums.  No initial minimum is 
required for those establishing an Automatic Investment Plan.

GABELLI U.S. TREASURY MONEY MARKET FUND

     Shareholders of any of the Gabelli Funds may invest in The Gabelli U.S.
Treasury Money Market Fund with an initial investment of $3,000 or more.  The
Fund provides checkwriting and exchange privileges.  The Fund's expenses are
capped at .30% of average net assets, making it one of the most attractive U.S.
Treasury-only money market funds.  With dividends that are exempt from state and
local income taxes in all states, the Fund is an excellent vehicle in which to
store idle cash.  Call us at 1-800-GABELLI (1-800-422-3554) for a prospectus
which gives a more complete description of the Fund, including management fees
and expenses.  Read it carefully before you invest or send money.

IN CONCLUSION

     The Fund's daily net asset value is available in the financial press and
each evening after 6:00 PM (Eastern Time) by calling 1-800-GABELLI
(1-800-422-3554).  The Fund's NASDAQ symbol is GABGX.  Please call us during the
day for further information.

     In closing, we thank you for the trust you have shown in our investment
capabilities and express our dedication to achieving our shared financial
goal: to increase the value of the assets you have entrusted to us.

                                   Sincerely,


/s/ HOWARD F. WARD                                  /s/ MARIO J. GABELLI
- -------------------                                 ---------------------
HOWARD F. WARD, CFA                                 MARIO J. GABELLI, CFA
Portfolio Manager                                   Chief Investment Officer

/s/ KEVIN CORY                                      /s/ DONALD C. JENKINS
- -------------------                                 ---------------------
KEVIN CORY                                          DONALD C. JENKINS, CFA
Associate Portfolio Manager                         Associate Portfolio Manager
        
February 1, 1994


                               TOP TEN HOLDINGS
                              DECEMBER 31, 1994
                              ------------------


       Genentech, Inc.                       AT&T Corporation
       General Electric Company              J.P. Morgan & Company Inc.
       Gillette Company                      Emerson Electric Company
       Tele-Communications, Inc.             Lubrizol Corporation (The)
       CPC International Inc.                Illinois Tool Works Inc.

<PAGE>   6

 
THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
             COMMON STOCKS -- 97.63%
             AUTOMOTIVE -- 0.49%
    56,000   General Motors
               Corporation........... $   2,674,005  $   2,366,000
                                      -------------  -------------

             AUTOMOTIVE: PARTS AND
               ACCESSORIES -- 0.90%
     5,000   China Tire Holdings
               Limited...............        74,000         62,500
    80,000   Cooper Tire & Rubber 
               Company...............     1,203,150      1,890,000
    60,000   OEA, Inc. ..............     1,014,751      1,470,000
   100,000   TBC Corporation*........       745,750        925,000
                                      -------------  -------------
                                          3,037,651      4,347,500
                                      -------------  -------------

             BROADCASTING -- 0.35%
    10,000   Capital Cities/ABC,
               Inc. .................       818,000        852,500
    15,000   CBS Inc. ...............       860,125        830,625
                                      -------------  -------------
                                          1,678,125      1,683,125
                                      -------------  -------------
             BUILDING AND 
               CONSTRUCTION -- 0.34%
    38,000   Fluor Corporation.......     1,473,415      1,638,750
                                      -------------  -------------
             CABLE -- 6.24%
    20,000   Century Communications
               Corporation Class A...       225,275        150,000
   130,000   Comcast Corporation
               Special Class A.......     2,701,711      2,039,375
   360,000   Home Shopping 
               Network, Inc.*........     4,524,283      3,600,000
    50,500   International Family
               Entertainment*........       713,214        637,562
   140,000   Multimedia, Inc.*.......     4,252,633      3,990,000
   111,800   QVC, Inc.*..............     4,766,292      4,709,575
   600,000   Tele-Communications,
               Inc. Class A*.........     6,176,943     13,050,000
   111,000   United International
               Holdings Inc. Class
               A*....................     1,259,940      1,942,500
                                      -------------  -------------
                                         24,620,291     30,119,012
                                      -------------  -------------

             CONSUMER PRODUCTS & 
               SERVICES -- 12.87%
   150,000   American Brands,
               Inc. .................     4,949,725      5,625,000
   145,000   American Safety Razor
               Company*..............     1,740,000      1,993,750
    50,000   Amway Asia Pacific
               Ltd. .................     1,611,075      1,625,000
    15,000   Amway Japan Ltd.,
               Spons. ADR............       270,125        243,750
    35,000   Church & Dwight Co.,
               Inc. .................       699,175        630,000
   150,000   Colgate-Palmolive
               Company...............     6,456,640      9,506,250
    80,000   DSG International
               Ltd. .................     1,816,125      1,420,000
   280,000   General Electric
               Company...............    13,917,562     14,280,000
   175,000   Gillette Company........     7,539,769     13,081,250
    90,000   Libbey Inc. ............     1,170,000      1,575,000
 
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
    67,000   Procter & Gamble
               Company............... $   3,806,675  $   4,154,000
   100,000   Ralston Purina Group....     4,090,863      4,462,500
    90,000   Tambrands Inc. .........     3,428,988      3,476,250
                                      -------------  -------------
                                         51,496,722     62,072,750
                                      -------------  -------------

             COUNTRY/CLOSED-END
               FUNDS -- 1.66%
    40,000   Asia Pacific Fund,
               Inc...................       508,442        550,000
    68,000   Emerging Markets
               Infrastructure
               Fund*.................       993,480        697,000
    46,000   Emerging Markets
               Telecommunications
               Fund, Inc.*...........       657,535        810,750
   100,000   France Growth Fund,
               Inc.*.................       962,506        912,500
   100,000   Irish Investment Fund,
               Inc...................       886,594        862,500
    30,000   Malaysia Fund, Inc......       404,525        517,500
    29,809   Singapore Fund, Inc.....       248,065        443,409
   100,000   Swiss Helvetia Fund
               Inc...................     1,296,034      1,887,500
    60,000   Thai Fund, Inc..........     1,651,003      1,342,500
                                      -------------  -------------
                                          7,608,184      8,023,659
                                      -------------  -------------

             DIVERSIFIED 
               INDUSTRIAL -- 1.88%
   170,000   Minnesota Mining and
               Manufacturing
               Company...............     9,146,303      9,073,750
                                      -------------  -------------

             ENERGY -- 0.51%
    32,500   Mitchell Energy &
               Development Class A...       713,363        528,125
   120,000   Sithe Energies, Inc.*...     1,537,175      1,260,000
    35,000   Stone Energy
               Corporation*..........       420,000        673,750
                                      -------------  -------------
                                          2,670,538      2,461,875
                                      -------------  -------------

             ENTERTAINMENT -- 2.46%
    20,000   Autotote Corporation --
               Class A*..............       389,144        227,500
   140,000   Gaylord Entertainment
               Company...............     3,264,795      3,185,000
    21,500   National Gaming
               Corp. ................       381,634        258,000
    40,000   PolyGram N.V. ..........     1,675,526      1,845,000
   160,000   Time Warner Inc. .......     6,249,650      5,620,000
    18,000   Viacom Inc. -- Class
               A*....................       607,725        749,250
                                      -------------  -------------
                                         12,568,474     11,884,750
                                      -------------  -------------

             FINANCIAL 
               SERVICES -- 6.47%
   190,000   American Express
               Company...............     5,529,690      5,605,000
    48,000   First Data
               Corporation...........     1,514,350      2,274,000
   100,000   MBIA Inc. ..............     5,068,569      5,612,500
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
<PAGE>   7
 
THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
   225,000   Morgan (J.P.) & Co.
               Incorporated.......... $  14,164,100  $  12,600,000
    80,000   Northern Trust 
               Company...............     2,369,646      2,800,000
   100,000   Norwest Corporation.....     1,993,988      2,337,500
                                      -------------  -------------
                                         30,640,343     31,229,000
                                      -------------  -------------

             FOOD AND 
               BEVERAGE -- 12.52%
    50,000   Back Bay Restaurant
               Group, Inc.*..........       571,359        375,000
    32,000   Boston Chicken, Inc.*...       608,175        556,000
    70,000   Campbell Soup Company...     2,519,750      3,088,750
    78,500   Celestial Seasonings*...     1,458,737      1,148,062
   125,000   Coca-Cola Company.......     4,842,677      6,437,500
   245,000   CPC International
               Inc. .................     9,928,471     13,046,250
   175,000   Hershey Foods
               Corporation...........     7,243,287      8,465,625
    28,000   Midwest Grain Products,
               Inc. .................       714,533        672,000
   158,000   Nestle S.A. ADR*........     4,765,500      7,505,000
    12,000   Nestle S.A. ADR
               144A(c)*..............       318,000        570,000
    67,500   Panamerican Beverages...     1,797,272      2,134,687
   114,000   Pioneer Hi-Bred
               International,
               Inc. .................     4,013,858      3,933,000
    36,000   Quaker Oats Company.....     1,259,748      1,107,000
    60,000   Seagram Company Ltd.....     1,771,750      1,770,000
    40,000   Tootsie Roll Industries,
               Inc. .................     2,531,781      2,460,000
   160,000   Tyson Foods, Inc. 
               Class A...............     3,529,361      3,400,000
    76,000   Wrigley (Wm.) Jr.
               Company...............     2,250,923      3,752,500
                                      -------------  -------------
                                         50,125,182     60,421,374
                                      -------------  -------------

             HEALTH CARE: 
               BIOTECHNOLOGY -- 4.44%
    95,000   Amgen Inc.*.............     3,627,231      5,605,000
   337,500   Genentech, Inc.*........    12,285,598     15,314,063
    35,000   Matrix Pharmaceutical,
               Inc.*.................       343,125        481,250
                                      -------------  -------------
                                         16,255,954     21,400,313
                                      -------------  -------------

             HEALTH CARE: DRUGS AND 
               MEDICAL 
               PRODUCTS -- 3.22%
   140,000   Johnson & Johnson.......     5,595,470      7,665,000
   125,000   Roche Holding Ltd.
               ADR*..................     3,711,875      5,992,188
    42,000   Scherer (R.P.)
               Corporation*..........     1,195,958      1,905,750
                                      -------------  -------------
                                         10,503,303     15,562,938
                                      -------------  -------------
 
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
             HEALTH CARE: 
               SERVICES -- 0.41%
    15,000   On Assignment, Inc.*.... $     166,250  $     240,000
    60,000   WellPoint Health Networks
               Inc. Class A *........     1,692,919      1,747,500
                                      -------------  -------------
                                          1,859,169      1,987,500
                                      -------------  -------------

             HOME/OFFICE 
               FURNISHINGS -- 0.72%
   235,000   Shaw Industries,
               Inc. .................     2,779,380      3,495,625
                                      -------------  -------------

             HOTELS/CASINOS -- 4.20%
   170,000   Circus Circus 
               Enterprises, Inc.*....     4,272,519      3,952,500
   115,000   Hilton Hotels
               Corporation...........     6,594,507      7,748,125
   215,000   Hospitality Franchise
               Systems, Inc.*........     4,240,866      5,697,500
   140,000   Mirage Resorts, 
               Incorporated*.........     2,823,475      2,870,000
                                      -------------  -------------
                                         17,931,367     20,268,125
                                      -------------  -------------

             INDUSTRIAL EQUIPMENT AND 
               SUPPLIES -- 10.75%
   105,000   AMP Incorporated........     6,117,480      7,638,750
   135,000   Crane Co. ..............     3,632,083      3,628,125
   157,000   Emerson Electric Co. ...     7,489,955      9,812,500
    60,000   Hubbell Incorporated
               Class B...............     3,145,469      3,195,000
   220,000   Illinois Tool Works,
               Inc. .................     6,186,456      9,625,000
   260,000   Minerals Technologies
               Inc. .................     4,871,530      7,605,000
    50,000   Molex Incorporated......     1,265,973      1,725,000
    51,250   Molex Incorporated Class
               A.....................     1,299,250      1,588,750
    98,000   Pall Corporation,
               Inc. .................     1,908,596      1,837,500
    30,000   Plantronics, Inc.*......       493,025        900,000
   170,000   Roper Industries,
               Inc. .................     2,881,048      4,292,500
                                      -------------  -------------
                                         39,290,865     51,848,125
                                      -------------  -------------

             MERCHANDISING: 
               DEPARTMENT -- 0.37%
    40,000   Penney (J.C.) Company...     1,867,275      1,785,000
                                      -------------  -------------

             MERCHANDISING: 
               DRUG STORES -- 1.50%
   165,000   Walgreen Co. ...........     5,998,904      7,218,750
                                      -------------  -------------

             MERCHANDISING: 
               FOOD -- 2.49%
   150,000   Albertson's, Inc. ......     3,250,450      4,350,000
   150,000   American Stores
               Company...............     3,810,442      4,031,250
   150,000   Kroger Co.*.............     3,110,006      3,618,750
                                      -------------  -------------
                                         10,170,898     12,000,000
                                      -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
<PAGE>   8
 
THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
             MERCHANDISING: 
               SPECIALTY -- 0.96%
   130,000   Burlington Coat Factory
               Warehouse
               Corporation*.......... $   1,374,037  $   1,527,500
    90,000   Fingerhut Companies,
               Inc. .................     1,617,667      1,395,000
    40,000   InaCom Corp. ...........       668,310        280,000
    25,000   Talbots, Inc. ..........       626,500        781,250
    22,000   Viking Office Products,
               Inc.*.................       176,387        673,750
                                      -------------  -------------
                                          4,462,901      4,657,500
                                      -------------  -------------

             METALS & MINING -- 0.63%
    55,000   Nucor Corporation.......     2,425,150      3,052,500
                                      -------------  -------------

             PACKAGING -- 1.05%
    90,000   Sealed Air
               Corporation*..........     2,150,586      3,262,500
    95,000   U.S. Can Corporation*...     1,130,775      1,805,000
                                      -------------  -------------
                                          3,281,361      5,067,500
                                      -------------  -------------

             PAPER AND FOREST 
               PRODUCTS -- 0.62%
   132,000   Wausau Paper Mills
               Company...............     2,416,631      3,003,000
                                      -------------  -------------

             PUBLISHING -- 1.97%
   110,000   Dow Jones & Company
               Inc. .................     3,946,787      3,410,000
    35,000   Gannett Co., Inc. ......     1,860,225      1,863,750
    30,000   McGraw-Hill, Inc. ......     2,180,313      2,006,250
   100,000   New York Times Company
               (The) Class A.........     2,735,325      2,212,500
                                      -------------  -------------
                                         10,722,650      9,492,500
                                      -------------  -------------

             SPECIALTY 
               CHEMICALS -- 3.69%
    50,000   Ferro Corporation.......     1,233,750      1,193,750
   290,000   Lubrizol Corporation....     8,911,315      9,823,750
    30,000   Morton International,
               Inc. .................       728,725        855,000
   100,000   Nalco Chemical
               Company...............     2,853,520      3,350,000
   107,000   OM Group, Inc.*.........     1,507,500      2,568,000
                                      -------------  -------------
                                         15,234,810     17,790,500
                                      -------------  -------------
 
<CAPTION>
                                                        MARKET
  SHARES                                  COST           VALUE
- ----------                            -------------  -------------
<C>          <S>                      <C>            <C>
             TECHNOLOGY -- 1.67%
    37,000   Intel Corporation*...... $   2,060,059  $   2,363,375
   105,000   Loral Corporation.......     3,008,964      3,976,875
    38,000   Thermo Electron
               Corporation*..........     1,462,780      1,705,250
                                      -------------  -------------
                                          6,531,803      8,045,500
                                      -------------  -------------

             TELECOMMUNICATIONS 
               -- 9.18%
    56,000   ALC Communications
               Corporation*..........     1,467,360      1,743,000
    90,000   ALLTEL Corporation......     2,052,556      2,711,250
   230,000   AT&T Corporation........     9,401,750     11,557,500
    20,000   BCE Inc. ...............       681,000        642,500
    23,400   C-TEC Corporation 
               -- Class A*...........       578,436        465,075
    26,000   C-TEC Corporation 
               -- Class B
               Convertible*(b).......       736,207        511,875
    42,000   Cable & Wireless
               plc ADR...............       863,503        735,000
   445,752   LDDS Communications, 
               Inc.*.................     7,008,848      8,664,304
   150,000   MCI Communications
               Corporation...........     4,224,431      2,756,250
   100,000   MFS Communications
               Company, Inc.*........     4,221,289      3,275,000
   145,000   Northern Telecom
               Limited...............     4,542,446      4,839,375
    50,000   Sprint Corporation......     1,373,125      1,381,250
    53,242   Telecomunicacoes
               Brasileiras S.A.
               (Telebras) ADR*.......     1,851,511      2,389,235
 1,000,000   Telecom Italia*.........     2,501,390      2,601,847
                                      -------------  -------------
                                         41,503,852     44,273,461
                                      -------------  -------------

             TEXTILE/APPAREL -- 0.76%
   115,000   Authentic Fitness
               Corporation*..........     1,780,118      1,595,625
    80,000   Jones Apparel Group,
               Inc.*.................     2,429,854      2,060,000
                                      -------------  -------------
                                          4,209,972      3,655,625
                                      -------------  -------------

             TRANSPORTION -- 0.36%
    75,000   Overseas Shipholding
               Group, Inc. ..........     1,454,362      1,725,000
                                      -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
<PAGE>   9
 
THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
 
<TABLE>
<C>          <S>                   <C>            <C>
                                                         MARKET
    SHARES                                  COST          VALUE
- ----------                         -------------  -------------
             WIRELESS 
               COMMUNICATIONS 
               -- 1.95%
   150,000   AirTouch
               Communications..... $   3,370,531  $   4,368,750
   112,000   Century Telephone
               Enterprises,
               Inc. ..............     3,224,945      3,304,000
    45,000   Comnet Cellular
               Inc.*..............       587,750      1,305,000
    25,000   Metrocall, Inc.*.....       436,265        425,000
                                   -------------  -------------
                                       7,619,491      9,402,750
                                   -------------  -------------
             TOTAL COMMON
               STOCKS.............   404,259,331    471,053,757
                                   -------------  -------------

             PREFERRED 
               STOCKS -- 0.56%
             METALS AND 
               MINING -- 0.56%
   130,000   Freeport-McMoRan Inc.
               7% Cumulative Conv.
               Depositary.........     3,250,000      2,697,500
                                   -------------  -------------
             TOTAL PREFERRED
               STOCKS.............     3,250,000      2,697,500
                                   -------------  -------------
 PRINCIPAL
    AMOUNT
- ----------
             CONVERTIBLE 
               BONDS -- 1.04%
             CABLE -- 0.59%
$7,000,000   Comcast Corporation
               Step-Up Debentures,
               1.125%, due
               04/15/2007.........     3,855,337      2,826,250
                                   -------------  -------------

             RETAIL -- 0.25%
 1,000,000   Home Depot, Inc.
               Notes 4.500%, due
               02/15/1997.........     1,000,000      1,205,000
                                   -------------  -------------
 PRINCIPAL                                               MARKET
    AMOUNT                                  COST          VALUE
- ----------                         -------------  -------------
             TELECOMMUNICATIONS 
               -- 0.20%
  $986,000   IntelCom Group Inc.
               Sub. Notes 8.000%,
               due 09/17/1998..... $     985,599  $     962,940
                                   -------------  -------------
             TOTAL CONVERTIBLE
               BONDS..............     5,840,936      4,994,190
                                   -------------  -------------

             U.S. GOVERNMENT 
               OBLIGATIONS 
               -- 0.45%
 2,200,000   U.S. Treasury Bills,
               4.550% to 5.12%,
               due 01/12/95 to
               02/09/95...........     2,190,847      2,190,847
                                   -------------  -------------

             TOTAL U.S. GOVERNMENT
               OBLIGATIONS........     2,190,847      2,190,847
                                   -------------  -------------

             TOTAL INVESTMENTS --
               99.68%(A).......... $ 415,541,114    480,936,294
                                   =============

             CASH AND OTHER ASSETS
               IN EXCESS OF
               LIABILITIES -- 0.32%..                 1,534,259
                                                  -------------
             NET ASSETS--100.00%
               (24,514,208 SHARES
               OUTSTANDING).......                $ 482,470,553
                                                  =============
             NET ASSET VALUE,
               OFFERING AND
               REDEMPTION PRICE
               PER SHARE..........                $       19.68
                                                  =============
</TABLE>
 
* Non-income producing.
(a) For Federal income tax purposes aggregate cost is $416,378,347. Gross
    unrealized appreciation and depreciation are $80,134,228 and $15,576,281,
    respectively, resulting in net unrealized appreciation of $64,557,947.
 
(b) Security fair valued under procedures established by the Board of Trustee.
 
(c) Security exempt from registration under Rule 144A of the Securities Act of
    1933. These securities may be resold in transactions exempt from
    registration, normally to qualified institutional buyers. At December 31,
    1994, Rule 144A securities amounted to $570,000 or 0.12% of net assets.
 
    The accompanying notes are an integral part of the financial statements.
<PAGE>   10
 
                            THE GABELLI GROWTH FUND
 
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1994
- ----------------------------------------------------------
 
<TABLE>
<S>                                      <C>
ASSETS:
  Investments in securities, at value
    (Cost $415,541,114)................. $480,936,294
  Receivable for investments sold.......    6,020,576
  Receivable for fund shares sold.......      552,660
  Accrued interest receivable...........       58,784
  Dividends receivable..................    1,476,130
  Other receivables.....................        1,514
                                         ------------
    Total assets........................  489,045,958
                                         ------------

LIABILITIES:
  Payable for investments purchased.....      507,500
  Payable for fund shares redeemed......       16,709
  Payable for investment advisory
    fees................................      412,036
  Payable for distribution fees.........      181,213
  Payable to bank.......................    2,382,904
  Dividends and distributions payable...    2,823,533
  Other payables and accrued expenses...      251,510
                                         ------------
    Total liabilities...................    6,575,405
                                         ------------
    Net assets applicable to 24,514,208
      shares of beneficial interest
      outstanding....................... $482,470,553
                                         =============
    Net asset value, offering and
      redemption price per share........ $      19.68
                                         =============

NET ASSETS CONSIST OF:
  Shares of beneficial interest at par
    value............................... $    245,142
  Additional paid in capital............  417,888,445
  Distributions in excess of net
    investment income...................     (115,383)
  Distributions in excess of net
    realized gains......................     (942,831)
  Unrealized net appreciation on
    investments.........................   65,395,180
                                         ------------
    Net assets.......................... $482,470,553
                                         =============
</TABLE>
 
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------
 
<TABLE>
<S>                                      <C>
INVESTMENT INCOME:
  Interest.............................. $    840,139
  Dividends.............................    8,613,831
                                         ------------
    Total income........................    9,453,970
                                         ------------

EXPENSES:
  Investment advisory fee...............    5,651,929
  Distribution costs....................      778,876
  Transfer and shareholder servicing
    agent...............................      505,711
  Printing and mailing..................      468,120
  Custodian fees and expenses...........      115,746
  Registration fees.....................       36,674
  Legal and auditing....................       52,067
  Trustees' fees........................       73,500
                                         ------------
    Total expenses......................    7,682,623
                                         ------------
    Investment income -- net............    1,771,347
                                         ------------

NET REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS:
  Net realized gain/(loss) on
    investments.........................   59,552,832
  Net change in unrealized
    appreciation........................  (84,422,105)
                                         ------------
    Net loss on investments.............  (24,869,273)
                                         ------------
    Net decrease in net assets resulting
      from operations................... $(23,097,926)
                                         =============
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED            YEAR ENDED
                                                                            DECEMBER 31, 1994     DECEMBER 31, 1993
                                                                            -----------------     -----------------
<S>                                                                         <C>                   <C>
CHANGE IN NET ASSETS:
 
  Investment income -- net..............................................      $   1,771,347         $   1,519,349
  Realized gain on investments -- net...................................         59,552,832            18,863,638
  Change in unrealized appreciation -- net..............................        (84,422,105)           53,608,385
                                                                            -----------------     -----------------
    Net decrease in net assets resulting from operations................        (23,097,926)           73,991,372
  Dividends to shareholders from net investment income..................         (1,697,277)           (1,519,349)
  Dividends in excess of net investment income..........................           (167,272)
  Distributions to shareholders from net realized gains.................        (58,588,684)          (19,428,195)
  Distributions in excess of net realized gains.........................            (27,643)           (1,093,830)
  Share transactions -- net.............................................       (128,963,907)           18,013,247
                                                                            -----------------     -----------------
    Net increase in net assets..........................................       (212,542,709)           69,963,245
NET ASSETS:
  Beginning of year.....................................................        695,013,262           625,050,017
                                                                            -----------------     -----------------
  End of year (including distributions in excess of net investment
    income of
    $115,383 and $0, respectively)......................................      $ 482,470,553         $ 695,013,262
                                                                            =================     =================
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
<PAGE>   11
 
THE GABELLI GROWTH FUND -- NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES. The Gabelli Growth Fund (the "Fund") is an
open-end, diversified management investment company organized as a Massachusetts
business trust and registered under the Investment Company Act of 1940, as
amended. The Fund commenced operations on April 10, 1987. The following is a
summary of significant accounting policies followed by the Fund.
 
SECURITY VALUATION. Readily marketable securities traded on a national
securities exchange or admitted to trading on the NASDAQ National Market List
are valued at the last reported sales price on the business day as of which such
value is determined. Securities for which no sale was reported on that date and
over-the-counter securities not included in the NASDAQ National Market List are
valued at the mean between the last reported bid and asked prices. United States
Government obligations and other debt instruments having 60 days or less
remaining until maturity are stated at amortized cost (which approximates
value). Debt instruments having a remaining maturity of more than 60 days will
be valued at the highest bid price obtained from a dealer maintaining an active
market in that security or on the basis of prices obtained from a pricing
service approved as reliable by the Board of Trustees. All other investment
assets, including restricted and not readily marketable securities, are valued
under procedures established by and under the general supervision and
responsibility of the Fund's Board of Trustees, designed to reflect in good
faith the fair value of such securities.
 
SECURITY TRANSACTIONS AND INVESTMENT INCOME. Security transactions are accounted
for on the dates the securities are purchased or sold (the trade dates) with
realized gain or loss on investments determined by using specific identification
as the cost method. Interest income (including amortization of premium and
discount) is recorded as earned. Dividend income and dividends and distributions
to shareholders are recorded on the ex-dividend date.
 
Income distributions and capital gain distributions on a Fund level are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Fund and temporary differences and differing characterization of
distributions made by the Fund as a whole. To reflect reclassifications arising
from permanent book/tax differences for the year ended December 31, 1994,
distributions in excess of net investment income were credited and distributions
in excess of net realized gains were charged for $915,189.
 
FEDERAL INCOME TAXES. The Fund qualifies and intends to continue to qualify as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986 and intends to distribute all of its taxable income to its shareholders.
Therefore, no Federal income tax provision is required.
 
2. SHARES OF BENEFICIAL INTEREST. The Declaration of Trust, dated October 24,
1986, permits the Fund to issue an unlimited number of shares (par value $0.01).
Transactions in shares of beneficial interest were as follows:
 
<TABLE>
<CAPTION>
                                                           YEAR ENDED                            YEAR ENDED
                                                        DECEMBER 31, 1994                     DECEMBER 31, 1993
                                                  -----------------------------         -----------------------------
                                                     SHARES          AMOUNT                SHARES          AMOUNT
                                                  ------------    -------------         ------------    -------------
<S>                                               <C>             <C>                   <C>             <C>
Shares sold....................................      8,826,361      197,041,813           10,855,380      237,315,027
Shares issued on reinvestment of dividends
  and distributions............................      2,929,789       57,657,339              903,408       21,013,281
Shares redeemed................................    (17,122,413)    (383,663,059)         (10,822,587)    (240,315,061)
                                                  ------------    -------------         ------------    -------------
  Net increase.................................     (5,366,263)    (128,963,907)             936,201       18,013,247
                                                    ==========      ===========           ==========      ===========
</TABLE>
 
3. PURCHASES AND SALES OF SECURITIES. Purchases and sales of securities, other
than U.S. Government obligations and short-term securities, aggregated
$222,708,013 and $388,930,198, respectively.
<PAGE>   12
 
THE GABELLI GROWTH FUND -- NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
 
4. INVESTMENT ADVISORY CONTRACT. The Fund employs Gabelli Funds, Inc. (the
"Advisor") to provide a continuous investment program for the Fund's portfolio,
provide all facilities and personnel, including officers, required for its
administrative management and pay the compensation of all officers and Trustees
of the Fund who are its affiliates. As compensation for the services rendered
and related expenses borne by the Advisor, the Fund pays the Advisor a fee,
computed and accrued daily and payable monthly, equal to 1.00% per annum of the
Fund's average daily net assets. The Advisor is obligated to reimburse the Fund
in the event the Fund's expenses exceed the most restrictive expense ratio
limitation imposed by any state. No such reimbursement was required during 1993
or 1994.
 
5. DISTRIBUTION PLAN. The Fund's Board of Trustees has adopted a distribution
plan (the "Plan") under Section 12(b) of the Investment Company Act of 1940 and
Rule 12b-1 thereunder. Pursuant to this Plan, the Distributor is authorized to
purchase advertising, sales literature and other promotional material and to pay
its own salespeople. The Fund will reimburse the Distributor (Gabelli &
Company), an affiliate of the Advisor, for these expenditures up to a limit of
0.25% on an annual basis of the Fund's average daily net assets. In addition, if
and to the extent that the fee that the Fund pays to the Advisor as well as
other payments it makes, are considered as indirectly financing any activity
which is primarily intended to result in the sale of the Fund's shares, such
payments are authorized under the Plan. For the year ended December 31, 1994,
the Fund has incurred distribution costs of $778,876 or 0.14% of average net
assets under the Plan.
 
6. TRANSACTIONS WITH AFFILIATES. For the year ended December 31, 1994, the Fund
paid brokerage commissions of $52,519 to Gabelli & Company, Inc. and its
affiliates.
 
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31,
                                                                    -------------------------------------------------------------
                                                                      1994         1993         1992         1991         1990
                                                                    ---------    ---------    ---------    ---------    ---------
<S>                                                                 <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
(for a share of beneficial interest outstanding throughout 
  each year)
Net asset value, beginning of year...............................   $   23.26    $   21.59    $   21.28    $   16.27    $   17.07
                                                                    ---------    ---------    ---------    ---------    ---------
Income from investment operations:
  Net investment income..........................................   $    0.07    $    0.06    $    0.08    $    0.16    $    0.37
  Net realized and unrealized gain/(loss) on investments.........       (0.86)        2.37         0.88         5.42        (0.71)
                                                                    ---------    ---------    ---------    ---------    ---------
    Total from investment operations.............................       (0.79)        2.43         0.96         5.58        (0.34)
Less distributions:
  Dividends from net investment income...........................       (0.08)       (0.05)       (0.09)       (0.15)       (0.39)
  Distributions in excess of net investment income...............       (0.01)          --           --           --           --
  Distributions from net realized gains on investments...........       (2.39)       (0.67)       (0.56)       (0.42)       (0.07)
  Distributions in excess of net realized gains..................       (0.31)       (0.04)          --           --           --
                                                                    ---------    ---------    ---------    ---------    ---------
    Total distributions..........................................       (2.79)       (0.76)       (0.65)       (0.57)       (0.46)
                                                                    ---------    ---------    ---------    ---------    ---------
Net asset value, end of year.....................................   $   19.68    $   23.26    $   21.59    $   21.28    $   16.27
                                                                    =========    =========    =========    =========    =========
Total Return+....................................................       (3.4%)       11.3%         4.5%        34.3%        (2.0%)
                                                                    ---------    ---------    ---------    ---------    ---------
Net assets, end of year (000's omitted)..........................   $ 482,471    $ 695,013    $ 625,050    $ 422,589    $ 202,971
                                                                    =========    =========    =========    =========    =========
Significant Ratios:
  Investment income -- net to average net assets.................       0.31%        0.22%        0.46%        0.97%        2.67%
  Operating expenses -- net to average net assets................       1.36%        1.41%        1.41%        1.45%        1.50%
  Portfolio turnover.............................................      40.34%       80.72%       45.93%       49.88%       74.69%
</TABLE>
 
- ---------------
+ Total return is calculated assuming a purchase of shares at the net asset
  value on the first day and a sale on the last day of each year reported and
  includes reinvestment of dividends and distributions.
<PAGE>   13
 
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
 
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS
OF THE GABELLI GROWTH FUND
 
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Gabelli Growth Fund (the
"Fund") at December 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1994 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
 
1177 Avenue of the Americas
New York, New York
February 9, 1995
 
                  1994 TAX NOTICE TO SHAREHOLDERS (UNAUDITED)
 
     On December 30, 1994, the Fund paid to shareholders an ordinary income
dividend (comprised of net investment income and short-term capital gains) of
$0.290 per share and a distribution from long-term capital gains of $2.500 per
share. For 1994, 100% of ordinary income dividends qualifies for the dividend
received deduction available to corporations. The distribution from long-term
capital gains is designated as a "Capital Gain Dividend" and is taxable to
shareholders as a long-term capital gain.
 
U.S. GOVERNMENT INCOME:
 
     The percentage of the ordinary income dividend paid by the Fund during 1994
which was derived from U.S. Treasury Securities was 2.95%. Such income is exempt
from state and local income tax in most states. However, many states, including
New York and California, allow a tax exemption for a portion of the income
earned only if a mutual fund has invested at least 50% of its assets at the end
of each quarter of the Fund's fiscal year in U.S. Government Securities. The
Gabelli Growth Fund did not meet this strict requirement in 1994. Due to the
diversity in state and local tax laws it is recommended that you consult your
personal tax adviser for the applicability of the information provided as to
your own situation.
<PAGE>   14






                            GABELLI FAMILY OF FUNDS
                     Distributed by Gabelli & Company, Inc.
                    One Corporate Center, Rye, NY 10580-1435

GABELLI ASSET FUND
Invests in a diversified portfolio of companies selling below
their private market value. The Fund's primary objective is to
seek growth of capital.
                                Portfolio Manager: Mario J. Gabelli, CFA

GABELLI GROWTH FUND
Invests in a diversified portfolio of common stocks that have
favorable, yet undervalued, prospects for earnings growth. The
Fund's primary objective is to seek capital appreciation by
employing an earnings-driven investment approach.
                                Portfolio Manager: Howard F. Ward, CFA

                             GABELLI GLOBAL SERIES

     GABELLI GLOBAL TELECOMMUNICATIONS FUND
     Invests in telecommunications companies throughout the
     world. Targets undervalued companies with strong earnings
     per share and cash flow dynamics. The Fund's primary
     objective is to seek capital appreciation.
                                Team Manager: Salvatore Muoio

     GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
     Invests principally in bonds and preferred stocks which are
     convertible into common stock of foreign and domestic
     companies. The Fund's primary objective is to seek a high
     level of total return through a combination of current
     income and capital appreciation.
                                Portfolio Manager: Hart Woodson

     GABELLI GLOBAL INTERACTIVE COUCH POTATO(TM)(C) FUND
     Invests in companies involved in communications, creativity
     and copyright throughout the world. The Fund will also
     invest in companies participating in emerging technological
     advances in interactive services and products. The Fund's
     primary objective is to seek capital appreciation.
                                Portfolio Manager: Mario J. Gabelli, CFA

GABELLI GOLD FUND
Invests in a global portfolio of equity securities of gold mining
and related companies. The Fund's primary objective is to seek
capital appreciation. Investment in gold stocks is considered
speculative and is affected by a variety of worldwide economic,
financial and political factors.
                                Portfolio Manager: Caesar Bryan

Investment in foreign securities involves risks not ordinarily
associated with investments in domestic issuers, including
currency fluctuation, economic and political risks.

GABELLI SMALL CAP GROWTH FUND
Invests primarily in equity securities of smaller companies
(companies with a total market capitalization of less than $500
million) which are believed likely to have rapid growth in
revenues and earnings. The Fund's primary objective is to seek
capital appreciation.
                                Portfolio Manager: Mario J. Gabelli, CFA
                                          NO-LOAD THROUGH APRIL 30, 1995

GABELLI VALUE FUND
Invests in a concentrated portfolio of securities of companies
which are selling below their private market value. The Fund's
primary objective is long-term capital appreciation.
$250 initial minimum for IRAs.
                                Portfolio Manager: Mario J. Gabelli, CFA
                                               Max. Sales charge: 5 1/2%

GABELLI EQUITY INCOME FUND
Invests primarily in a portfolio of income producing equity
securities. Pays quarterly dividends. The Fund's primary
objective is to seek a high level of return.
                                Portfolio Manager: Mario J. Gabelli, CFA
                                               Max. Sales charge: 4 1/2%

GABELLI U.S. TREASURY MONEY MARKET FUND
Invests exclusively in short-term U.S. Treasury securities. The
Fund's primary objective is to provide high current income
consistent with the preservation of principal and liquidity.
Features low expenses, free checkwriting, telephone exchange and
redemption privileges. $10,000 minimum initial investment. $3,000
minimum for Gabelli Fund shareholders. $1,000 for IRAs and
Custodial Accounts.
                                Portfolio Manger: Ronald Eaker

GABELLI CONVERTIBLE SECURITIES FUND
Invests primarily in bonds and preferred stocks that are
convertible into common stock. The Fund's primary objective is to
seek a high level of total return on assets through a combination
of current income and capital growth.
PRESENTLY CLOSED TO NEW INVESTORS.
                                Portfolio Manager: Mario J. Gabelli, CFA

To request a prospectus, call
1-800-GABELLI (1-800-422-3554)

Or, visit our Internet homepage at:
http://networth.galt.com/gabelli

The prospectus(es) contain more complete information, including
fees and expenses, and should be read carefully prior to
investing.
<PAGE>   15
 
                            THE GABELLI GROWTH FUND
                              One Corporate Center
                            Rye, New York 10580-1434
                                 1-800-GABELLI
                                [1-800-422-3554]
               (Net Asset Value may be obtained daily by calling
                         1-800-GABELLI after 6:00 P.M.)
 
                        BOARD OF DIRECTORS

Mario J. Gabelli, CFA                      Karl Otto Pohl                   
  President and Chief                        Former President               
    Investment Officer                         Deutsche Bundesbank          
      Gabelli Funds, Inc.                                                   
Felix J. Christiana                        Anthony R. Pustorino             
  Former Senior                              Certified Public Accountant    
    Vice President                             Professor, Pace University   
      Dollar Dry Dock Savings Bank                                          
Anthony J. Colavita                        Anthony Torna                    
  Attorney-at-Law                            Herzog, Heine & Geduld, Inc.   
    Anthony J. Colavita, P.C.                                               
James P. Conn                              Anthonie C. van Ekris            
  Managing Director and                      Managing Director              
    Chief Investment Officer                   BALMAC International, Inc.   
      Financial Security                                                    
        Assurance                                                           
Dugald A. Fletcher                         Salvatore J. Zizza               
  President                                  Chairman, Chief                
    Fletcher & Company, Inc.                   Executive Officer            
                                                 The Lehigh Group, Inc.     
                                                                            
                 OFFICERS AND PORTFOLIO MANAGERS

Mario J. Gabelli, CFA                  Bruce N. Alpert               
  Chief Investment Officer               President and Treasurer     
                                                                     
Howard F. Ward, CFA                    J. Hamilton Crawford, Jr.     
  Portfolio Manager                      Secretary                   
                                                                     
Kevin Cory                             Donald C. Jenkins, CFA        
  Associate Portfolio Manager            Associate Portfolio Manager 
                                                                     
                         DISTRIBUTOR
                   Gabelli & Company, Inc.
 
         CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
             State Street Bank and Trust Company
 
                        LEGAL COUNSEL
             Skadden, Arps, Slate, Meagher & Flom
 
- -------------------------------------------------------------------------------
This report is submitted for the general information of the shareholders of The
Gabelli Growth Fund. It is not authorized for distribution to prospective
investors unless preceded or accompanied by an effective prospectus.
- -------------------------------------------------------------------------------

[MARIO GABELLI'S PHOTO]

THE
GABELLI
GROWTH
FUND
                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 1994


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