GABELLI GROWTH FUND
N-30D, 1996-08-29
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                                                     [Photo of Mario J. Gabelli]


                                        The 
                                        Gabelli 
                                        Growth 
                                        Fund

                                        Semi-Annual Report
                                             June 30, 1996

<PAGE>

The Gabelli Growth Fund

Semi-Annual Report - June 30, 1996


                                                       [Photo of Howard F. Ward]
                                                             Howard F. Ward

To Our Shareholders:

     We are pleased to report that our long-term approach to investing in common
stocks, avoiding the temptation to "time" the market, continues to work to your
advantage. Yes, stock prices rose for yet another quarter, penalizing those who
sold stocks for fear of a market decline. While this has been an unusually
rewarding period for equity investors, we can say with absolute certainty that
this will not always be the case. Is the stock market cheap? No. It is fairly
valued. Can we call the top? No. We are not aware of anyone who has outwitted
the market over the years. Will we continue to invest in companies with superior
growth prospects whose stocks sell at prices that make economic sense? Yes. This
is how we create wealth as long-term investors.

     The quarter ended June 30, 1996 was rich in news content. First there was
the Mad Cow Disease scare in the UK, ironic for a nation that uses Beefeaters to
guard the monarchy. Then the one and only alleged "Unabomber" was captured in
the wilds of Montana, done in by his own manifesto and a brother with the
courage to come forward. Meanwhile, in New York, Sotheby's auctioned off Jackie
O's heirlooms. Did someone really pay $574,500 for a humidor? Yes. Did an
imitation pearl necklace sell for $211,500? Yes. Do those prices bear any
relationship to the intrinsic value of the objects? No. What's the point? At any
given time, any object - or stock - is worth whatever someone else is willing to
pay for it, intrinsic value notwithstanding. Some stocks may become
"undervalued" and stay that way for a period of time if they are in industries
that have fallen out of fashion. Other stocks may become "overpriced" for a
period of time while they are in vogue. In fact, the entire market is
susceptible to such mood swings. The mood for most of the time since 1982 can be
characterized as celebratory for stocks and their owners, and that may be
putting it mildly.

     The duration and magnitude of the market's ascent during the past 15 years
has been a pleasant surprise. As the Dow Jones Industrial Average rose from 800
to 5,800, we heard numerous warnings from market timers to take our profits and
run. They have been wrong for 15 years. While speculative excesses exist in
certain segments of the stock market today, we view the valuation accorded large
cap Blue Chips, our bread and butter, as fair. Their prices continue to bear a
rational relationship to their intrinsic value, as determined by earnings,
interest rates and inflation. There exists an obvious danger in highlighting the
unfortunate luck accorded market timers during this historic bull market. Such a
comment could be viewed as a reverse indicator of the market's likely near term
direction. In fact, we would guess the bull market is due for a rest. We said a
rest, not a collapse. Indeed, it is because of the difficulty in forecasting
stock prices that we feel an individual's exposure to stocks should be more a
function of one's financial resources and risk tolerance and less a function of
market forecasts.

<PAGE>

Investment Results (a)
- --------------------------------------------------------------------------------
                                          Quarter
                        -------------------------------------------
                          1st        2nd           3rd        4th       Year
                          ---        ---           ---        ---       ----
1996: Net Asset Value   $23.75     $24.34          --         --         --
      Total Return ..      7.2%       2.5%         --         --         --
- --------------------------------------------------------------------------------
1995: Net Asset Value   $20.86     $22.99        $24.91     $22.16     $22.16
      Total Return ..      6.0%      10.2%          8.4%       4.9%      32.7%
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   Average Annual Returns - June 30, 1996 (a)

    1 Year ....................................................    24.8%
    5 Year ....................................................    14.7%
    Life of Fund (b) ..........................................    16.2%
- --------------------------------------------------------------------------------

                                Dividend History
       -----------------------------------------------------------------
       Payment (ex) Date        Rate Per Share        Reinvestment Price
       -----------------        --------------        ------------------
       December 29, 1995            $3.960                  $22.16
       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


(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.

- --------------------------------------------------------------------------------

       For the three months ended June 30, 1996, The Gabelli Growth Fund's total
return was 2.5%. The unmanaged Standard and Poor's 500 Index returned 4.5% over
the same period. For the first half of 1996, the Fund's total return was 9.8%
versus 10.1% for the S&P 500. For the 12 months ended June 30, 1996, the Fund
returned 24.8% vs. 26.0% for the S&P 500 Index.

       For the five years ended June 30, 1996, the Fund had an average annual
return of 14.7%, which compares to an average annual return of 15.7% for the S&P
500 over the same period. The Fund's total return since inception on April 10,
1987 was 299.6%, which equates to an average annual return of 16.2%. This
compares favorably to total return of 192.08% for the S&P 500 over the same
period, which is equivalent to a average annual return of 12.3%. Our
shareholders now total 41,017 and net assets are $588.8 million, as of June 30,
1996.

                                       2
<PAGE>

Economic Background

     Personal bankruptcies rose 33% in this year's first quarter (three months
ended 3/31/96) but interest rates moved higher during the second quarter (three
months ended 6/30/96) as the economy appeared to gain strength. Robust payroll
employment gains combined with rising grain and energy prices to spook the
credit markets as 30 year Treasury bond yields moved above 7% for the first time
in more than a year. What's more, consumers at the gas pump paid their highest
prices for gasoline in 15 years.

     We believe the rate of growth in second quarter real gross domestic product
will be between 3.5% and 4.5%. This compares to the first quarter's growth rate
of 2.3%. The second quarter benefited from early tax refunds and substantial
mortgage refinancings as consumers took advantage of relatively low mortgage
rates, which have since risen. Typically, initial savings on monthly mortgage
payments translates into an immediate upward blip in consumer spending. These
events are now behind us, and growth should moderate to a sub-3% pace for the
last six months of the year.

     Reinforcing this notion, commodity prices mostly declined in June, with
particular weakness in industrial commodities, as the Journal of Commerce
Industrial Price Index hit a 22 month low. Also, retail sales slowed toward
quarter's end. With low inflation readings from the producer price index and
consumer price index and growing concerns over consumer credit losses, the risk
of a Fed tightening in monetary policy appears to have passed for the moment,
although it is not out of the question.

Financial Market Observations

     The flow of investment dollars into equity mutual funds continues to set
records. About $138 billion was added to equity funds in the first half of 1996,
surpassing the $128 billion figure for all of 1995. Average monthly inflows are
more than twice last year's pace. Initial public offerings are also breaking old
records and absorbing a significant amount of those new equity directed
investment dollars.

     Technology stocks were strong for most of the quarter but slumped late in
the quarter on growing concerns about companies not meeting second quarter
earnings expectations. This historically volatile stock group does not usually
give investors much warning before a downturn. Conditions change quickly. Not
wanting to be overly exposed to this volatile group, we typically invest 10% to
15% of our assets in technology stocks and under no conditions would such a
commitment exceed 20% of the Fund's assets.

     In the takeover arena, Westinghouse Electric and Infinity Broadcasting have
agreed to merge. The Fund holds positions in both companies. The price agreed to
was a modest premium to Infinity's market price. The combined company will
easily be the leader in radio broadcasting and a potent force in television. We
view this development favorably.

     Should we experience a slowing in economic growth in the last half of the
year, we would expect the Fund's investments to benefit from greater investor
interest in companies with good earnings visibility and relatively predictable
earnings streams. Such companies, like Gillette, General Electric, First Data
Corp., Coca-Cola, Merck, PepsiCo and State Street Boston represent our core
holdings and reflect our preference for growth stocks that are relatively immune
to the ups and downs of the business cycle.


                                       3
<PAGE>

Looking Ahead

     As always, the Fund is well diversified to temper the volatility of the
market or of individual stocks. We are strong believers in the principle of
diversification and do not invest more than 20% of the portfolio in any one
industry sector.

     We continue to find good investment values in the financial service sector,
which currently represents about 18% of the Fund's assets. We particularly favor
companies that are actively repurchasing their shares such as American Express,
BankAmerica, Citicorp, Mellon Bank and Wells Fargo. We also continue to have
significant exposure to the asset management business with holdings such as T.
Rowe Price, Mellon Bank (Dreyfus and The Boston Company), State Street Boston
Corporation and Marsh and McLennan (Putnam Funds). If we are right regarding
slower economic growth in the second half of the year, our financial services
investments should do well as interest rates moderate.

     Collectively, we regard our investments in food, beverage, tobacco and
household products as consumer staples. We expect earnings of such companies to
increase every year as they are not materially affected by the overall level of
economic activity or changes in interest rates. Consumer staples constitute our
second highest level of sector investment and account for about 17% of total
Fund assets. Most of these companies have promising global prospects. We are
well represented with global brand companies like Coca-Cola, PepsiCo,
McDonald's, Gillette, Philip Morris and Proctor & Gamble.

     In addition to financial services and consumer staples, the Fund is
positioned to benefit from an upturn in the commercial aircraft cycle (Boeing,
United Technologies, Sundstrand, Honeywell, General Electric and Allied-Signal)
with such companies representing about 8% of assets. We also have commitments of
about 10% in media (Disney, Time Warner, Viacom, Cox Communications, Tribune,
Gannett et al), technology (Intel, Sun Microsystems, Hewlett Packard, IBM,
Microsoft, Computer Associates et al) and health care (Merck, Johnson & Johnson,
Eli Lilly, Schering-Plough, Abbott Labs, Amgen et al). Finally, we have a
growing commitment to service companies that provide various outsourcing
functions. Current holdings include First Data Corporation, Automatic Data
Processing, Computer Sciences Corporation, Ceridian and Electronic Data Systems.
This is a rapidly growing industry on a global scale as these companies help
their clients become more productive.

     Our earnings driven investment approach will continue to favor companies
positioned to capitalize on economic globalization, the technology revolution
and the aging of the developed world's population. We encourage you to view The
Gabelli Growth Fund as a long-term investment in a diversified portfolio of
America's finest established growth companies.

Let's Talk Stocks

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


                                       4
<PAGE>

Coca-Cola Company (KO - $48.875 - NYSE) is the largest soft drink company in the
world and the most recognized brand name as well. Coke is the quintessential
global growth company with 82% of its profits generated outside the United
States and growing at a high teen rate. While the story is not new, Coke's
international opportunities remain huge, especially in India, China, Indonesia,
Japan and Eastern Europe. Coke generates substantial excess cash which is used
to fund dividends and retire stock. We believe Coca-Cola will continue to grow
earnings per share at a rate in excess of 15% for years to come.

First Data Corporation (FDC - $79.625 - NYSE) is a leading information
processing company. The company benefits from the increase in credit card usage,
as it processes credit and debit card transactions for over 1,400 financial
institutions. In fact, the company processes roughly one-third of all domestic
credit card transactions. Credit cards are presently used in one of every five
transactions. We expect credit cards to become even more widely used in the
future. The company is also a leader in funds transfer services as well as in
processing information for the mutual fund and healthcare industries. First
Data's earnings per share are likely to increase approximately 20% this year.

General Electric Company (GE - $86.50 - NYSE), with sales expected to top $46
billion in 1996, stands among the world's largest industrial concerns. As a
company with a global footprint, GE is a primary beneficiary of higher levels of
trade overall and growth in the emerging markets in particular. 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 a leader in home appliances and industrial power systems.
Earnings and dividends should hit record levels in 1996 and the shares should
continue to benefit from ongoing share buy-backs.

Gillette Company (G - $62.375 - NYSE), along with Coca-Cola, is a premier
example of a consumer company that is well-situated to exploit opportunities on
a global basis. The company is aggressively pursuing foreign markets and
developing an impressive number of new products. Earnings should advance by more
than 15% this year, reflecting strong results both domestically and abroad.

Home Depot, Inc. (HD - $54.00 - NYSE) is the undisputed leader of the home
improvement warehouse retailers. Led by Bernie Marcus, the company's founder,
Home Depot is testing new store formats which appeal to new markets (farming
equipment and upscale furnishings), providing incremental growth to what remains
a terrific franchise in do-it-yourself home hardware and supplies. Geographic
expansion continues to drive square footage growth as the company increases its
presence in the Midwest and continues to penetrate the Northeast. Higher lumber
prices and housing turnover point to a reacceleration of earnings growth this
year.

Nabisco Holdings Corp. (NA - $35.375 - NYSE) is the nation's largest
manufacturer of cookies and crackers and one of the biggest food companies in
the world. Some of its major brands include: Oreo, Chips Ahoy!, Newton,
Snackwell, Ritz, Grey Poupon, Milkbone and Life Savers. While foreign operations
currently represent about one-fourth of sales, we see a giant opportunity for
Nabisco in emerging markets. Management is moving vigorously to capitalize on
these and other global opportunities. The company is also moving aggressively to
cut costs.

Philip Morris Companies Inc. (MO - $104.00 - NYSE) is a leading consumer
products company concentrating on tobacco (44% of revenues), food (49% of
revenues) and beverages (6% of revenues). The company's Marlboro brand commands
about a 30% share of the domestic cigarette market and


                                       5
<PAGE>

Miller beer is number two (behind Anheuser Busch) in its market. Food brands
include Jell-O, Kool-Aid, Kraft, Sealtest and Post cereals. The company
generates significant amounts of excess cash which is used to repurchase stock
and to support a healthy and rising dividend payment to shareholders. We expect
earnings per share to rise at a high teen rate this year.

State Street Boston Corporation (STT - $51.00 - NYSE) is the nation's largest
custodian of mutual fund assets. Total assets under custody are approximately
$2.3 trillion. The company is also one of the nation's largest asset managers
with a strong presence in passive management products for institutional
investors. Management is focused on expanding the company's global presence and
is continuously updating information systems technology to gain competitive
advantages. We view State Street Boston as an excellent vehicle to gain exposure
to the ongoing growth in institutional funds management and custody.

Sun Microsystems Inc. (SUNW - $58.875 - NASDAQ) is a leading provider of
network-based computer systems and components. While the company's JAVA software
for the Internet has become a more recognized brand than Sun itself, it is the
company's intranet business that drives profits. Current business conditions are
robust as Sun is a primary beneficiary of the trend towards networked
environments. We believe the momentum will continue and Sun's earnings are
poised to grow at a rate in excess of 20% this year although a slowing in the
economy may reduce growth somewhat in 1997.

Wells Fargo & Company (WFC - $238.875 - NYSE) is a holding company for The Wells
Fargo Bank, one of the nation's largest banking organizations. Wells Fargo
acquired First Interstate Bancorp in April, further extending its market share
in the West. The management of Wells Fargo is among the best in the business.
The company is routinely among the most profitable of banking groups. We expect
the new combined company to undergo significant cost cutting, freeing up capital
that will be used to buy back stock. With much of its business California-based,
the bank should benefit from an improving California economy over the balance of
this year.

Minimum Initial Investment - $1,000

     The Fund's minimum initial investment for both regular and retirement
accounts is $1,000. There are no subsequent investment 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. An investment in The Gabelli U.S. Treasury Money Market Fund is
neither insured nor guaranteed by the U.S. Government. There can be no assurance
that the Fund will maintain a stable $1 per share net asset value. 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.


                                       6
<PAGE>

Internet

     You can now visit us on the Internet. Our home page at
http://www.gabelli.com contains information about Gabelli Funds, Inc., the
Gabelli Mutual Funds, quarterly reports, closing prices, IRAs, 401(k)s and other
current news. You can also send us e-mail at [email protected].

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.


                                   Sincerely,





        /s/ Howard F. Ward                           /s/ Donald C. Jenkins

        Howard F. Ward, CFA                          Donald C. Jenkins, CFA
        Portfolio Manager                            Associate Portfolio Manager

August 1, 1996




- --------------------------------------------------------------------------------
                                Top Ten Holdings
                                  June 30, 1996
                                ----------------

 First Data Corporation
 General Electric Company
 Home Depot, Inc.
 State Street Boston Corporation
 Gillette Company
 Wells Fargo & Company
 Philip Morris Companies Inc.
 Nabisco Holdings Corp.
 Sun Microsystems Inc.
 Coca-Cola Company
- --------------------------------------------------------------------------------

NOTE: The views expressed in this report reflect those of the portfolio manager
only through the end of the period of this report as stated on the cover. The
manager's views are subject to change at any time based on market and other
conditions.


                                       7
<PAGE>

The Gabelli Growth Fund
Portfolio of Investments -- June 30, 1996 (Unaudited)
================================================================================
                                                                     Market
     Shares                                           Cost            Value
     ------                                           ----            -----

                COMMON STOCKS - 97.9%
                Advertising - 1.1%
    132,700     Interpublic Group of
                  Companies ...................   $ 4,706,539     $ 6,220,313
                                                  -----------     -----------
                Aerospace - 7.4%
    154,600     Allied-Signal Inc. ............     7,414,772       8,831,525
     53,000     Boeing Co. ....................     3,044,501       4,617,625
    113,000     Honeywell, Inc. ...............     5,483,300       6,158,500
     77,400     Lockheed Martin Corp. .........     6,532,844       6,501,600
    107,400     Raytheon Co. ..................     5,328,108       5,544,525
     89,000     Sundstrand Corp. ..............     2,830,787       3,259,625
     78,000     United Technologies ...........     7,095,921       8,970,000
                                                  -----------     -----------
                                                   37,730,233      43,883,400
                                                  -----------     -----------
                Broadcasting - 2.2%
     46,000     American Radio Systems
                  Corporation + ...............     1,307,900       1,978,000
    154,000     Infinity Broadcasting Corp.,
                  Class A + ...................     3,336,075       4,620,000
     42,000     U.S. Satellite Broadcasting
                  Co., Inc. + .................     1,336,803       1,585,500
    260,000     Westinghouse Electric Corp. ...     4,914,875       4,875,000
                                                  -----------     -----------
                                                   10,895,653      13,058,500
                                                  -----------     -----------
                Building and Construction - 1.3%
     63,000     Fluor Corporation .............     2,629,352       4,118,625
     82,000     Foster Wheeler Corporation ....     2,697,633       3,679,750
                                                  -----------     -----------
                                                    5,326,985       7,798,375
                                                  -----------     -----------
                Business Services - 6.4%
    169,000     Automatic Data
                  Processing, Inc. ............     5,426,812       6,527,625
    122,500     Ceridian Corporation + ........     4,471,820       6,186,250
    233,900     First Data Corporation ........    12,491,375      18,624,287
     85,000     Reuters Holdings plc,
                  Class B, ADR ................     3,957,500       6,162,500
                                                  -----------     -----------
                                                   26,347,507      37,500,662
                                                  -----------     -----------
                Cable - 1.7%
     57,700     Cablevision Systems
                  Corporation, Class A+ .......     3,380,785       2,668,625
    119,000     Cox Communications Inc.,
                  Class A, New + ..............     2,001,946       2,573,375
    250,000     Tele-Communications, Inc.,
                  Class A + ...................     2,560,237       4,531,250
                                                  -----------     -----------
                                                    7,942,968       9,773,250
                                                  -----------     -----------
                Conglomerates - 1.1%
    113,000     General Motors Corporation,
                  Class H .....................     4,158,436       6,794,125
                                                  -----------     -----------
                Consumer Products - 17.2%
     25,000     Campbell Soup Company .........     1,550,250       1,762,500
    219,000     Coca-Cola Company .............     4,267,257      10,703,625
     57,000     ConAgra, Inc. .................     2,507,975       2,586,375
     75,000     Duracell International Inc. ...     3,182,468       3,243,750
     38,800     Estee Lauder Companies ........     1,381,638       1,639,300
    206,000     General Electric Company ......    13,155,637      17,819,000
    202,000     Gillette Company ..............     6,925,091      12,599,750
    339,700     Nabisco Holdings Corp.,
                  Class A .....................     9,849,238      12,016,887
    246,000     PepsiCo, Inc. .................     4,309,387       8,702,250
    117,000     Philip Morris
                  Companies Inc. ..............     8,411,454      12,168,000
     94,000     Procter & Gamble Company ......     5,899,704       8,518,750
     57,000     Ralston Purina Group ..........     2,684,118       3,655,125
     83,872     Tootsie Roll Industries, Inc.       2,497,441       2,987,940
     55,500     Wrigley (Wm.) Jr. Company .....     1,386,050       2,802,750
                                                  -----------     -----------
                                                   68,007,708     101,206,002
                                                  -----------     -----------
                Energy - 2.6%
     75,000     Amoco Corporation .............     5,433,437       5,428,125
     79,000     Chevron Corporation ...........     4,638,345       4,661,000
     44,000     Mobil Corporation .............     4,925,238       4,933,500
                                                  -----------     -----------
                                                   14,997,020      15,022,625
                                                  -----------     -----------
                Entertainment - 3.0%
    111,500     Time Warner Inc. ..............     4,136,600       4,376,375
     18,000     Viacom Inc., Class A + ........       607,725         686,250
    104,000     Viacom Inc., Class B + ........     4,635,765       4,043,000
    139,000     Walt Disney Company ...........     7,182,090       8,739,625
                                                  -----------     -----------
                                                   16,562,180      17,845,250
                                                  -----------     -----------
                Financial Services - 17.9%
    113,000     American Express Company ......     3,246,840       5,042,625
     79,000     American International
                  Group, Inc. .................     5,160,218       7,791,375
     47,500     Amerin Corp. + ................     1,138,412       1,270,625
     61,000     Associates First Capital
                  Corporation + ...............     2,079,677       2,295,125
     64,000     Bancorp Hawaii Inc. ...........     2,337,845       2,304,000
    111,000     BankAmerica Corp. .............     6,079,235       8,408,250
    123,000     Barnett Banks Inc. ............     5,704,926       7,503,000
     94,000     Citicorp ......................     4,432,246       7,766,750
     26,900     First Tennessee National
                  Corporation .................       659,041         823,813
     49,000     General Re Corporation ........     6,610,641       7,460,250
     56,000     Marsh & McLennan
                  Companies ...................     5,312,827       5,404,000
    179,000     Mellon Bank Corporation .......     6,823,378      10,203,000
    159,000     Norwest Corporation ...........     3,597,238       5,545,125
    264,400     State Street Boston
                  Corporation                       9,243,015      13,484,400


                       See Notes to Financial Statements.


                                       8
<PAGE>

The Gabelli Growth Fund
Portfolio of Investments (Continued) -- June 30, 1996 (Unaudited)
================================================================================
                                                                     Market
     Shares                                           Cost            Value
     ------                                           ----            -----

                COMMON STOCKS (Continued)
                Financial Services (Continued)
     24,000     SunTrust Banks, Inc. ..........   $   836,725     $   888,000
    216,000     T. Rowe Price
                  Associates Inc. .............     5,572,197       6,642,000
     52,499     Wells Fargo & Company .........    13,022,858      12,540,699
                                                  -----------     -----------
                                                   81,857,319     105,373,037
                                                  -----------     -----------
                Health Care - 9.4%
    147,000     Abbott Laboratories ...........     6,240,175       6,394,500
     81,000     Amgen Inc. + ..................     1,471,631       4,374,000
     99,000     Baxter International Inc. .....     4,330,905       4,677,750
    125,000     Chirex Inc.+ ..................     1,625,000       1,437,500
     61,000     Elan Corp. plc, ADR + .........     3,565,763       3,484,625
        322     Gensia Inc. +                               0           1,630
    132,000     Johnson & Johnson .............     2,553,422       6,534,000
    108,000     Lilly (Eli) & Co. .............     3,550,396       7,020,000
    145,000     Merck & Co., Inc. .............     6,554,837       9,370,625
     81,000     Pfizer Inc. ...................     4,170,063       5,781,375
     98,000     Schering-Plough
                  Corporation .................     3,567,754       6,149,500
                                                  -----------     -----------
                                                   37,629,946      55,225,505
                                                  -----------     -----------
                Hotels - 0.3%
     24,200     HFS Inc. + ....................       790,367       1,694,000
      1,500     Interstate Hotels Co. + .......        31,500          33,375
                                                  -----------     -----------
                                                      821,867       1,727,375
                                                  -----------     -----------
                Industrial Equipment and Supplies - 1.4%
    124,000     Amphenol Corporation,
                  Class A + ...................     2,950,862       2,852,000
     84,000     Illinois Tool Works, Inc. .....     2,044,130       5,680,500
                                                  -----------     -----------
                                                    4,994,992       8,532,500
                                                  -----------     -----------
                Publishing - 2.3%
     69,000     Gannett Inc. ..................     4,608,100       4,881,750
     34,000     Harcourt General, Inc. ........     1,741,150       1,700,000
     60,000     K-III Communications
                  Corp. + .....................       723,738         750,000
     87,000     Tribune Co. ...................     5,423,637       6,318,375
                                                  -----------     -----------
                                                   12,496,625      13,650,125
                                                  -----------     -----------
                Restaurants - 0.8%
     97,000     McDonald's Corporation ........     2,900,038       4,534,750
                                                  -----------     -----------
                Retail - 5.8%
     55,000     Albertson's, Inc. .............     2,235,845       2,275,625
     79,300     Borders Group Inc. + ..........     2,575,965       2,557,425
    278,906     Home Depot, Inc. ..............    11,491,501      15,060,924
    180,000     Mattel, Inc. ..................     3,507,513       5,152,500
    250,000     Office Depot Inc. + ...........     5,665,163       5,093,750
    128,000     Walgreen Co. ..................     2,478,937       4,288,000
                                                  -----------     -----------
                                                   27,954,924      34,428,224
                                                  -----------     -----------
                Specialty Chemical - 0.6%
     92,400     IMC Global Inc. ...............     3,540,390       3,476,550
                                                  -----------     -----------
                Technology - 13.1%
     87,000     Computer Associates
                  International, Inc. .........     4,037,765       6,024,750
     52,000     Computer Sciences Corp. + .....     3,847,737       3,887,000
    130,000     Electronic Data
                  Systems Corp. ...............     5,510,250       6,987,500
     81,000     Hewlett-Packard Co. ...........     5,314,015       8,069,625
    120,000     Intel Corporation .............     8,419,214       8,812,500
     85,500     International Business
                  Machines Corporation ........     8,046,491       8,464,500
     10,000     Microsoft Corporation + .......     1,215,875       1,201,250
     49,500     Molex Incorporated ............     1,001,581       1,571,625
    255,062     Molex Incorporated, Class A ...     6,810,570       7,492,446
     58,000     Sterling Software, Inc.+ ......     3,961,011       4,466,000
    193,000     Sun Microsystems Inc. + .......     6,966,219      11,362,875
     60,000     TCSI Corp. + ..................     1,208,495       1,447,500
     86,000     U.S. Robotics + ...............     7,043,213       7,353,000
                                                  -----------     -----------
                                                   63,382,436      77,140,571
                                                  -----------     -----------
                Telecommunications - 2.1%
    101,900     AirTouch Communications
                  Inc. + ......................     2,448,450       2,878,675
    132,900     AT&T Corp. ....................     5,774,770       8,239,800
     25,000     Globalstar Telecommuni-
                  cations + ...................       500,000       1,106,250
                                                  -----------     -----------
                                                    8,723,220      12,224,725
                                                  -----------     -----------
                Wireless Communications - 0.2%
     80,000     Loral Space &
                  Commnications Ltd. + ........       940,000       1,090,000
                                                  -----------     -----------

TOTAL COMMON STOCKS ...........................   441,916,986     576,505,864
                                                  -----------     -----------

    Principal
     Amount
     ------
                U.S. TREASURY BILL - 2.9%
$17,401,000     5.04%++ due 08/22/1996 ............    17,276,769  17,276,769
                                                 ------------    ------------

TOTAL INVESTMENTS ...............   100.8%       $459,193,755(a)  593,782,633
                                                 ------------                  
Other Assets and
 Liabilities (Net) ..............    (0.8)             (4,987,984)   -----------
                                    ------                       ------------
NET ASSETS ......................   100.0%                       $588,794,649
                                    ======                       ============

- -----------
(a)  Aggregate cost for Federal tax purposes was $459,493,404. Net unrealized
     appreciation for Federal tax purposes was $134,289,229 (gross unrealized
     appreciation was $137,263,648 and gross unrealized depreciation was
     $2,974,419).
+    Non-income producing security
++   Represents annualized yield at date of purchase.
ADR  - American Depositary Receipt


                       See Notes to Financial Statements.


                                       9
<PAGE>

                             The Gabelli Growth Fund

Statement of Assets and Liabilities
June 30, 1996 (Unaudited)
================================================================================
Assets:
    Investments, at value
      (Cost $459,193,755).................................       $593,782,633
    Cash .................................................             15,727
    Receivable for investments sold ......................          5,514,320
    Dividends receivable .................................            602,231
    Receivable for Fund shares sold ......................            345,057
                                                                  ----------    
      Total Assets                                                600,259,968
                                                                 ------------
Liabilities:
    Payable for investments purchased ....................         10,445,463
    Payable for investment advisory fee ..................            476,693
    Payable for distribution fees ........................            227,000
    Payable for Fund shares redeemed .....................            183,882
    Accrued expenses and other payables ..................            132,281
                                                                 ------------
      Total Liabilities                                            11,465,319
                                                                 ------------
      Net assets applicable to 24,188,022
        shares of beneficial interest outstanding ........       $588,794,649
                                                                 ============

NET ASSETS consist of:
    Shares of beneficial interest at par value ...........        $   241,880
    Additional paid-in capital ...........................        411,879,391
    Accumulated net realized gain on
     investments .........................................         41,917,823
    Undistributed net investment income ..................            166,677
    Net unrealized appreciation of investments ...........        134,588,878
                                                                 ------------
      Total Net Assets ...................................       $588,794,649
                                                                 ============

      Net Asset Value, offering and redemption
       price per share
       ($588,794,649 / 24,188,022
       shares outstanding; unlimited number
       of shares authorized of  $0.01 par value)                       $24.34
                                                                       ======


Statement of Operations
For the Six Months Ended June 30, 1996 
(Unaudited)
================================================================================
Investment Income:
    Dividend income ......................................       $  4,059,655
    Interest income ......................................            258,399
                                                                 ------------
      Total Investment Income ............................          4,318,054
                                                                 ------------

Expenses:
    Investment advisory fee ..............................          2,831,639
    Distribution fees ....................................            706,648
    Shareholder services fees ............................            366,486
    Trustees' fees .......................................             37,145
    Legal and audit fees .................................             27,800
    Other ................................................            181,659
                                                                 ------------
      Total Expenses .....................................          4,151,377
                                                                 ------------
Net Investment Income ....................................            166,677
                                                                 ------------

Net Realized and Unrealized Gain
    on Investments:
    Net realized gain on investments sold ................         42,343,795
                                                                 ------------

    Net unrealized appreciation of investments:
      Beginning of period ................................        123,489,913
      End of period ......................................        134,588,878
                                                                 ------------
        Change in net unrealized appreciation
          of investments .................................         11,098,965
                                                                 ------------
Net realized and unrealized gain
  on investments .........................................         53,442,760
                                                                 ------------
Net increase in net assets resulting
  from operations ........................................       $ 53,609,437
                                                                 ============

Statement of Changes in Net Assets
================================================================================
                                                 Six Months                   
                                                Ended 6/30/96       Year Ended 
                                                 (Unaudited)         12/31/95  
                                                -------------     -------------
Net investment income .....................     $     166,677     $   1,117,828 
Net realized gain on investments ..........        42,343,795        80,758,385
Net change in unrealized appreciation
  of investments ..........................        11,098,965        58,094,733
                                                -------------     -------------

Net increase in net assets resulting
  from operations .........................        53,609,437       139,970,946
Distributions to shareholders from:
  Net investment income ...................              --          (1,002,446)
  Net realized gain on investments ........              --         (80,041,525)
Net increase/(decrease) in net assets
  from Fund share transactions ............         2,144,087        (8,356,403)
                                                -------------     -------------

Net increase in net assets ................        55,753,524        50,570,572

NET ASSETS:
Beginning of period .......................       533,041,125       482,470,553
                                                -------------     -------------
End of period (including undistributed
  net investment income of $166,677
  at June 30, 1996) .......................     $ 588,794,649     $ 533,041,125
                                                =============     =============


                       See Notes to Financial Statements.


                                       10
<PAGE>

The Gabelli Growth Fund -- Notes to Financial Statements  (Unaudited)
================================================================================

1. Significant Accounting Policies. The Gabelli Growth Fund (the "Fund") was
organized on October 24, 1986 as a Massachusetts business trust. The Fund is a
diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), whose primary
objective is capital appreciation. The Fund commenced operations on April 10,
1987. The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates. The following is a
summary of significant accounting policies followed by the Fund in the
preparation of its financial statements.

Security Valuation. Portfolio securities which are traded only on a nationally
recognized securities exchange or in the over-the-counter market which are
National Market System Securities are valued at the last sale price as of the
close of business on the day the securities are being valued or, lacking any
sales, at the mean between closing bid and asked prices. Other over-the-counter
securities are valued at the mean between current bid and asked prices as
reported by NASDAQ, the National Quotation Bureau or such other comparable
sources as the Board of Trustees deems appropriate to reflect their fair value.
Portfolio securities which are traded both in the over-the-counter market and on
a stock exchange are valued according to the broadest and most representative
market, as determined by Gabelli Funds, Inc. (the "Adviser"). Securities and
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by or under the direction of the Board of
Trustees of the Fund. Short-term investments that mature in more than 60 days
are valued at the highest bid price obtained from a dealer maintaining an active
market in that security. Short-term investments that mature in 60 days or fewer
are valued at amortized cost, unless the Board of Trustees determines that such
valuation does not constitute fair value.

Foreign Currency. The books and records of the Fund are maintained in United
States (U.S.) dollars. Foreign currencies, investments and other assets and
liabilities are translated into U.S. dollars at the exchange rates prevailing at
the end of the period, and purchases and sales of investment securities, income
and expenses are translated on the respective dates of such transactions.
Unrealized gains and losses, not relating to securities, which result from
changes in foreign currency exchange rates have been included in unrealized
appreciation/depreciation of foreign currency and other assets and liabilities.
Unrealized gains and losses of securities, which result from changes in foreign
exchange rates as well as changes in market prices of securities, have been
included in unrealized appreciation/depreciation of investment securities. Net
realized foreign currency gains and losses resulting from changes in exchange
rates include foreign currency gains and losses between trade date and
settlement date on investment securities transactions, foreign currency
transactions and the difference between the amounts of interest and dividends
recorded on the books of the Fund and the amounts actually received. The portion
of foreign currency gains and losses related to fluctuation in exchange rates
between the initial trade date and subsequent sale trade date is included in
realized gain/(loss) on investments sold.

Securities Transactions and Investment Income. Securities transactions are
accounted for on the trade date with realized gain or loss on investments
determined using specific identification as the cost method. Interest income
(including amortization of premium and accretion of discount) is recorded as
earned.

Dividends and Distributions to Shareholders. Dividend income and dividends and
distributions to shareholders are recorded on the ex-dividend date. Income
distributions and capital gain distributions are


                                       11
<PAGE>

The Gabelli Growth Fund -- Notes to Financial Statements  (Unaudited)
(Continued)
================================================================================

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, timing differences and differing characterization of distributions
made by the Fund.

Provision for Income Taxes. The Fund has qualified and intends to continue to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. As a result, a Federal income tax provision is
not required.

2. Agreements with Affiliated Parties. The Fund has entered into an investment
advisory agreement (the "Advisory Agreement") with the Adviser which provides
that the Fund will pay the Adviser a fee, computed daily and paid monthly, at
the annual rate of 1.00 percent of the value of the Fund's average daily net
assets, to provide a continuous investment program for the Fund's portfolio,
provide all facilities and personnel, including offices, required for its
administrative management and pays the compensation of all officers and Trustees
of the Fund who are its affiliates. The Adviser 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 the
six months ended June 30, 1996.

3. Distribution Plan. The Fund has adopted a plan of distribution (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act. Pursuant to this Plan, the
Distributor, Gabelli & Company, Inc. ("Gabelli & Company"), an indirect
majority-owned subsidiary of the Adviser, is authorized to purchase advertising,
sales literature and other promotional material and to pay its own salespeople.
The Fund will reimburse the Distributor for these expenditures up to 0.25
percent on an annual basis of the value of the Fund's average daily net assets.
In addition, if and to the extent that the fee the Fund pays to the Adviser, as
well as other payments the Fund 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 six months ended
June 30, 1996, the Fund incurred distribution costs under the Plan of $706,648,
representing 0.25 percent of the value of the Fund's average daily net assets.

4. Portfolio Securities. Cost of purchases and proceeds from sales of securities
for the six months ended June 30, 1996, other than U.S. government and
short-term securities, aggregated $301,847,237 and $300,941,113, respectively.

5. Transactions with Affiliates. During the six months ended June 30, 1996, the
Fund paid brokerage commissions of $14,710 to Gabelli & Company and its
affiliates.

6. Shares of Beneficial Interest. Transactions in shares of beneficial interest
were as follows:
<TABLE>
<CAPTION>

                                                       Six Months Ended                    Year Ended
                                                            6/30/96                         12/31/95
                                               ------------------------------    ------------------------------
                                                  Shares           Amount           Shares           Amount
                                               -------------    -------------    -------------    -------------
<S>                                                <C>          <C>                 <C>           <C>          
Shares sold ................................       8,933,842    $ 210,919,041        7,723,981    $ 177,580,810
Shares issued upon reinvestment of dividends            --               --          3,489,327       77,284,488
Shares redeemed ............................      (8,805,451)    (208,774,954)     (11,667,885)    (263,221,701)
                                               -------------    -------------    -------------    -------------
Net increase/(decrease) ....................         128,391    $   2,144,087         (454,577)   $  (8,356,403)
                                               =============    =============    =============    =============
</TABLE>


                                       12
<PAGE>

The Gabelli Growth Fund
Financial Highlights
================================================================================

Per share amounts for a Fund share outstanding throughout each period.

<TABLE>
<CAPTION>
                                     Six
                                    Months
                                    Ended                                        December 31,
                                    6/30/96   ----------------------------------------------------------------------------------
                                  (Unaudited)    1995     1994      1993     1992     1991     1990      1989     1988     1987*
                                  -----------    ----     ----      ----     ----     ----     ----      ----     ----     -----
<S>                                 <C>       <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>     
Operating performance:
Net asset value, beginning of
  period .......................... $  22.16  $  19.68 $  23.26  $  21.59 $  21.28 $  16.27 $  17.07  $  12.65 $   9.51 $  10.00
                                    --------  -------- --------  -------- -------- -------- --------  -------- -------- --------
Net investment income (a) .........     0.01      0.05     0.07      0.06     0.08     0.16     0.37      0.18     0.05     0.15
Net realized and unrealized
 gain/(loss) on investments .......     2.17      6.39    (0.86)     2.37     0.88     5.42    (0.71)     4.89     3.62    (0.64)
                                    --------  -------- --------  -------- -------- -------- --------  -------- -------- --------
Total from investment operations ..     2.18      6.44    (0.79)     2.43     0.96     5.58    (0.34)     5.07     3.67    (0.49)
                                    --------  -------- --------  -------- -------- -------- --------  -------- -------- --------
Distributions to shareholders from:
  Net investment income ...........     --       (0.05)   (0.08)    (0.05)   (0.09)   (0.15)   (0.39)    (0.17)   (0.20)    --
  Distributions in excess of net
   investment income ..............     --        --      (0.01)     --       --       --       --        --       --       --
  Net realized gains ..............     --       (3.91)   (2.39)    (0.67)   (0.56)   (0.42)   (0.07)    (0.48)   (0.33)    --
  Distributions in excess of net
   realized gains .................     --        --      (0.31)    (0.04)    --       --       --        --       --       --
                                    --------  -------- --------  -------- -------- -------- --------  -------- -------- --------
Total distributions ...............     --       (3.96)   (2.79)    (0.76)   (0.65)   (0.57)   (0.46)    (0.65)   (0.53)    --
                                    --------  -------- --------  -------- -------- -------- --------  -------- -------- --------
Net asset value, end of period .... $  24.34  $  22.16 $  19.68  $  23.26 $  21.59 $  21.28 $  16.27  $  17.07 $  12.65 $   9.51
                                    ========  ======== ========  ======== ======== ======== ========  ======== ======== ========
Total return ** ...................      9.8%     32.7%    (3.4)%    11.3%     4.5%    34.3%    (2.0)%    40.1%    39.2%    (4.9)%
                                    ========  ======== ========  ======== ======== ======== ========  ======== ======== ========
Ratios to average net
  assets/supplemental data:
Net assets, end of period
  (in 000's) ...................... $588,795  $533,041 $482,471  $695,013 $625,050 $422,589 $202,971  $113,187 $ 11,968 $  3,532
  Ratio of net investment income
   to average net assets ..........     0.06%+    0.22%    0.31%     0.22%    0.46%    0.97%    2.67%     2.24%    0.72%    2.94%+
  Ratio of operating expenses to
   average net assets (b) .........     1.47%+    1.44%    1.36%     1.41%    1.41%    1.45%    1.50%     1.85%    2.30%    2.00%+
Portfolio turnover rate ...........     53.7%    140.2%    40.3%     80.7%    45.9%    49.9%    74.7%     47.8%    81.7%    80.0%
Average commission rate
  (per share of security) (c) ..... $ 0.0497       N/A      N/A       N/A      N/A      N/A      N/A       N/A      N/A      N/A
</TABLE>

- ---------------
*    The Fund commenced operations on April 10, 1987.
**   Total return represents aggregate total return of a hypothetical $1,000
     investment at the beginning of the period and sold at the end of the period
     including reinvestment of dividends. Total return for the period of less
     than one year is not annualized.
+    Annualized.
(a)  Net investment loss before expenses reimbursed by the Adviser for the year
     ended December 31, 1988 and the period ended December 31, 1987 was $(0.09)
     and $(0.08), respectively.
(b)  Operating expense ratios before expenses reimbursed by the Adviser for the
     year ended December 31, 1988 and the period ended December 31, 1987 were
     4.38% and 6.45%, respectively.
(c)  Average commission rate (per share of security) as required by amended
     disclosure requirements effective September 1, 1995.


                                       13
<PAGE>


[This page  intentionally left blank]


<PAGE>

                             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.
(No-load)
                                        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.
(No-load)
                                          Portfolio Manager: Howard F. Ward, CFA

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 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. (No-load)
                                        Portfolio Manager: Mario J. Gabelli, CFA

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
total return. (No-load)
                                        Portfolio Manager: Mario J. Gabelli, CFA

Gabelli/Westwood Funds ---------------------------------------------------------
Three investment portfolios, designed to pursue a variety of investment
objectives: Equity Fund seeks capital appreciation, Balanced Fund seeks income
and growth, and Intermediate Bond Fund seeks current income. (No-load)
                                                  Portfolio Manager: Susan Byrne

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.(No-load)
                                             Team Manager: Mario J. Gabelli, CFA

   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. (No-load)
                                                 Portfolio Manager: Hart Woodson

   Gabelli Global Interactive Couch Potato(R) 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. (No-load)
                                        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. (No-load)
                                                 Portfolio Manager: Caesar Bryan

Gabelli International Growth Fund ----------------------------------------------
Invests in a diversified portfolio of equity securities of companies outside of
the U.S. Seeks to achieve international diversification and capital
appreciation, and to serve as a complement to a domestic investment portfolio.
(No-load)
                                                 Portfolio Manager: Caesar Bryan

The five funds above invest in foreign securities which involves risks not
ordinarily associated with investments in domestic issues, including currency
fluctuation, economic and political risks.

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.
                                                 Portfolio Manager: Ronald Eaker

To request a prospectus, call 1-800-GABELLI (1-800-422-3554)
Or, visit our Internet homepage at: http://www.gabelli.com

The prospectus(es) contain more complete information, including fees and
expenses, and should be read carefully prior to investing.

<PAGE>

                             The Gabelli Growth Fund
                              One Corporate Center
                            Rye, New York 10580-1434
                                  1-800-GABELLI
                                [1-800-422-3554]
                               fax: 1-914-921-5118
                             http://www.gabelli.com
                            e-mail: [email protected]
                (Net Asset Value may be obtained daily by calling
                         1-800-GABELLI after 6:00 P.M.)

                                Board of Trustees

Mario J. Gabelli, CFA
Chairman and Chief
Investment Officer
Gabelli Funds, Inc.

Felix J. Christiana
Former Senior
Vice President
Dollar Dry Dock Savings Bank

Anthony J. Colavita
Attorney-at-Law
Anthony J. Colavita, P.C.

James P. Conn
Managing Director and
Chief Investment Officer
Financial Security Assurance

Dugald A. Fletcher
President
Fletcher & Company, Inc.

Karl Otto Pohl
Former President
Deutsche Bundesbank

Anthony R. Pustorino
Certified Public Accountant
Professor, Pace University

Anthony Torna
Herzog, Heine & Geduld, Inc.

Anthonie C. van Ekris
Managing Director
BALMAC International, Inc.

Salvatore J. Zizza
Chairman, Chief
Executive Officer
The Lehigh Group, Inc.

                         Officers and Portfolio Managers

Bruce N. Alpert
President and Treasurer

James E. McKee
Secretary

Howard F. Ward, CFA
Portfolio Manager

Donald C. Jenkins, CFA
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

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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.
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