GABELLI GROWTH FUND, N-30B-2, 1998-05-21

GABELLI GROWTH FUND
N-30B-2, 1998-05-21

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<PAGE>

THE GABELLI GROWTH FUND [PHOTO OF
FIRST QUARTER REPORT - MARCH 31, 1998 HOWARD WARD]

MORNINGSTAR RATED THE GABELLI GROWTH FUND 5 STARS OVERALL AND FOR THE
THREE, FIVE AND TEN YEAR PERIODS ENDED 3/31/98 AMONG 2437, 1363 AND
698 DOMESTIC EQUITY FUNDS, RESPECTIVELY.

TO OUR SHAREHOLDERS,

America is having a passionate love affair with common stocks. By most
measures, it started in August of 1982 and has now produced the best 15 year
period in stock market history. It does not get any better than this. It has
never been this good. This is one for the record books. This is one for the
highlight reel. Many of us grew up watching old films of World War II. Today's
youngsters could watch CNBC's play by play of the Dow Jones Industrial Average's
(DJIA) relentless drive to 9,000. It was a drive to make General George Patton
proud. Today's war stories emanate from the corner of Broad and Wall Streets.
The hearts and minds of the public are now firmly in the bullish camp. New York
City should give the DJIA a ticker tape parade down Broadway as thanks for the
great wealth it has bestowed on the city.

This was one of the market's best quarters in history. Nothing could slow
the market down, whether it was El Nino, the White House scandals, the Titanic,
the Olympics, the Asian economic turmoil, negative earnings revisions, Warren
Buffett's foray into silver or the Microsoft monopoly hearings in Washington. We
have now reached a point in the stock market cycle where asset allocators have
the credibility of palm readers and analysts who worry about valuations are now
driving taxis. I think my mother-in-law is starting a hedge fund.

INVESTMENT PERFORMANCE

For the first quarter ended March 31, 1998, The Gabelli Growth Fund's (the
"Fund") total return was 12.9%. The Lipper Analytical Services Growth Fund
Average and Standard & Poor's (S&P) 500 had returns of 12.8% and 13.9%,
respectively, over the same period. Each index is an unmanaged indicator of

- --------------------------------------------------------------------------------
Past performance is no guarantee of future results. Morningstar proprietary
ratings reflect historical risk adjusted performance as of March 31, 1998 and
are subject to change every month. Morningstar ratings are calculated from
the Fund's three, five and ten year average annual returns in excess of
90-day T-bill returns with appropriate fee adjustments and a risk factor that
reflects fund performance below 90-day T-Bill returns. The top 10% of the
funds in an investment category receive five stars and the next 22.5% receive
four stars.

<PAGE>

<TABLE>
INVESTMENT RESULTS (a)
- --------------------------------------------------------------------------------------------
<CAPTION>
-------------------QUARTER------------------
1ST 2ND 3RD 4TH YEAR
--- --- --- --- ----
<S> <C> <C> <C> <C> <C>
1998: Net Asset Value ........ $32.32 -- -- -- --
Total Return ........... 12.9% -- -- -- --
- --------------------------------------------------------------------------------------------
1997: Net Asset Value ........ $24.50 $29.25 $33.41 $28.63 $28.63
Total Return ........... 1.5% 19.4% 14.2% 3.1% 42.6%
- --------------------------------------------------------------------------------------------
1996: Net Asset Value ........ $23.75 $24.34 $25.35 $24.14 $24.14
Total Return ........... 7.2% 2.5% 4.1% 4.4% 19.4%
- --------------------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------
AVERAGE ANNUAL RETURNS - MARCH 31, 1998 (a)
-------------------------------------------

<TABLE>
- --------------------DIVIDEND HISTORY---------------------
<CAPTION>
PAYMENT (EX) DATE RATE PER SHARE REINVESTMENT PRICE
- ----------------- -------------- ------------------
<S> <C> <C>
December 30, 1997 $5.790 $28.58
December 31, 1996 $2.324 $24.14
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
</TABLE>

(a) Total returns and average annual 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>

investment performance. The Fund was up 58.6% over the trailing twelve month
period. The Lipper Growth Fund Average and S&P 500 rose 42.9% and 48.0%,
respectively, over the same twelve month period.

For the ten year period ended March 31, 1998, the Fund's return averaged
20.3% annually, versus average annual returns of 16.9% and 18.9% for the Lipper
Growth Fund Average and S&P 500, respectively. Since inception on April 10, 1987
through March 31, 1998, the Fund has a total return of 599.6%, which equates to
an average annual return of 19.4%. Our shareholders total 52,131 and net assets
are $1.4 billion as of March 31, 1998.

ECONOMIC BACKGROUND

Thus far, the economy has shown little in the way of a slowdown. The
important housing market has rarely been stronger. Consumer sentiment remains
very positive and the unemployment rate continues to be below five percent. On a
less positive note, corporate profit growth is more subdued. Lack of pricing
power, negative foreign exchange translations and Asian weakness are taking a
toll on profits. As a result, profit growth of five percent or lower is likely
this quarter. All in all, we continue to expect growth in "real" Gross Domestic
Product (GDP) of 3.0%, with inflation as determined by the Consumer Price Index
(CPI) of roughly 2.0%. More pronounced weakness in Asia, especially Japan, is
not incorporated in our economic outlook. Such a development would further
dampen U.S. exports and retard economic activity.

FINANCIAL MARKET OBSERVATIONS

The stock market continues to benefit from retail investor cash inflows,
corporate mergers and acquisitions and share repurchase programs. Additionally,
foreign investors have stepped-up their investment in U.S. stocks. The market
has taken on certain characteristics reminiscent of the so-called "Nifty Fifty"
era in the early 1970's. In short, this is illustrated by the market's most
popular growth stocks being bid to unsustainably high valuation levels. We are
monitoring valuation levels closely and reducing positions where appropriate.
Everything is for sale at some price. We will not invest in speculative stocks,
many of which have soared in recent months. We invest in seasoned growth
companies selling at prices we can rationalize. That is, stocks whose prices can
be logically derived from given levels of earnings, expected growth in earnings
and interest rates.

Drug stocks led the market higher in the first quarter. Interest in drug
stocks was fueled by merger and acquisition speculation involving Fund holding
SmithKline Beecham and new product announcements from Fund holdings Merck,
Pfizer and Warner-Lambert. High valuations led us to take some profits in this
group. Technology stocks were also strong, led by Dell Computer, Microsoft and
Cisco Systems. Again, lofty valuations led us to reduce our investment in this
sector. Elsewhere, a number of our financial services stocks performed strongly
(Merrill Lynch, Citicorp and American Express), as did media holdings such as
Clear Channel, Gannett and Interpublic Group. The Fund's largest exposure
continues to be financial services. We see no reason at this point to radically
alter the composition of the portfolio.

<PAGE>

LET'S TALK STOCKS

The following are stock specifics on selected holdings of our Fund.
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.

FIRST DATA CORP. (FDC - $32.50 - 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, First Data processes roughly one-third of all domestic
credit card transactions. Credit cards are presently used in one of every five
transactions, and we expect them 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 at a modest double-digit rate
this year.

GANNETT CO. INC. (GCI - $71.875 - NYSE) is best known for its USA TODAY
newspaper publication. Gannett publishes an additional 189 newspapers in 38
states. The company also operates 13 radio and 15 network affiliated television
stations. Earnings are strong due to healthy advertising trends and solid
expense control. This high quality publisher should be able to grow earnings,
consistently, at a low double-digit rate.

GILLETTE CO. (G - $118.6875 - NYSE), along with Coca-Cola, is a premier example
of a consumer products 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. The
acquisition of Duracell leverages Gillette's infrastructure and provides
additional products to fuel growth.

THE HOME DEPOT INC. (HD - $67.4375 - NYSE) is the undisputed leader of the home
improvement warehouse retailers. Led by Bernie Marcus and Arthur Blank, the
company's founders, 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. Home Depot has substantial international potential over the long
term. The company plans to open its first store in Chile this year.

MARSH & MCLENNAN COMPANIES INC. (MMC - $87.3125 - NYSE), with the recent
acquisition of Johnson and Higgins, holds the number one position in insurance
brokerage. Additionally, the company owns Putnam Group, the Boston-based asset
manager (assets under management exceed $250 billion), and Mercer Group, a
leader in employee benefits consulting. While earnings will fluctuate with the
stock market, we expect an earnings gain of about 15% this year.

MELLON BANK CORP. (MEL - $63.50 - NYSE), with the acquisitions in recent years
of Dreyfus and The Boston Company, has become a powerhouse in money management
services. We believe the rising contribution to earnings from predictable fee
sources will enhance the company's valuation. We expect low double-digit growth
in earnings and a continuation of Mellon's share repurchase program this year.
Current business trends are strong.

<PAGE>

MERCK & CO. INC. (MRK - $128.375 - NYSE) is one of the world's largest
healthcare companies and a leader in pharmaceutical research and development.
Merck operates the largest of the pharmacy benefit managers, an area that has
produced exceptional growth. Merck's research effort is consistently among the
best. Earnings are likely to rise at a mid-double-digit rate this year. We
expect the company to use some of its significant free cash flow to buy back
stock and increase the dividend.

MERRILL LYNCH & CO. (MER - $83.00 - NYSE) has leading positions in almost every
facet of the securities industry. The company is an asset gathering machine,
with over $1 trillion in client accounts and about $275 billion in assets under
their direct management. Management has a strong shareholder orientation, having
retired over 100 million shares of common stock over the last 10 years. Merrill
is a financial services powerhouse that is well-situated to handle the swelling
savings of the aging baby boomers.

NORTHERN TRUST CORP. (NTRS - $74.75 - NASDAQ) is one of a few public asset
managers with a strong franchise in the wealth management market. With over $125
billion in assets under management and fees generating 65% of income, the bank's
stock appears undervalued. Earnings should grow by more than 15% this year.
Northern Trust is a trophy property within the banking sector.

SCHLUMBERGER LTD. (SLB - $75.75 - NYSE) is the leading provider of engineering
services to the oil and gas industries. Fully 75% of sales (approximately $10
billion total) comes from non-U.S. customers. The company is the industry leader
in terms of research and development, spending about $3 00 million annually.
Earnings should grow by more than 20% this year as oil companies increase their
exploration efforts.

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.

THE ROTH IRA

The Taxpayer Relief Act of 1997 included new tax incentives and more
opportunities to save for retirement and other major expenditures. The Roth IRA
is just one of these new opportunities now available at Gabelli Funds. Our
investor representatives are available at 1-800-GABELLI (1-800-422-3554) to
speak with you about establishing a new Roth IRA and to discuss your investment
choices.

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 0.30% 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

<PAGE>

description of the Fund, including management fees and expenses. Read the
prospectus carefully before you invest or send money.

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, IRAs, 401(k)s, quarterly reports, closing prices and other
current news. You can send us e-mail at [email protected].

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
business day for further information.

We thank you for your loyalty and as always, pledge our best efforts on
your behalf.

Sincerely,

/s/ Howard F. Ward, CFA /s/ Donald C. Jenkins, CFA
HOWARD F. WARD, CFA DONALD C. JENKINS, CFA
Portfolio Manager Associate Portfolio Manager

April 30, 1998

------------------------------------------------------------------
TOP TEN HOLDINGS
MARCH 31, 1998
Northern Trust Corp. Schlumberger Ltd.
First Data Corp. Marsh & McLennan Companies
The Home Depot Inc. Merck & Co. Inc.
Mellon Bank Corp. Merrill Lynch & Co.
Gillette Co. Gannett Co. Inc.
------------------------------------------------------------------

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.

<PAGE>

THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- MARCH 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------ ------
<S> <C> <C>
COMMON STOCKS -- 89.9 %
ADVERTISING -- 1.3 %
294,050 Interpublic Group of Companies
Inc............................. $ 18,267,856
--------------
BROADCASTING -- 2.8 %
490,600 CBS Corp. +....................... 16,649,738
230,000 Clear Channel Communications Inc.
+............................... 22,540,000
--------------
39,189,738
--------------
BUSINESS SERVICES -- 7.5 %
193,000 Automatic Data Processing Inc..... 13,136,063
546,000 Computer Sciences Corp. +......... 30,030,000
1,577,800 First Data Corp................... 51,278,500
468,000 Sysco Corp........................ 11,992,500
--------------
106,437,063
--------------
CONSUMER PRODUCTS -- 6.9 %
211,800 Avon Products Inc................. 16,520,400
140,000 Coca-Cola Co...................... 10,841,250
30,000 Estee Lauder Companies Inc., Cl.
A............................... 2,036,250
382,400 Gillette Co....................... 45,386,100
232,000 PepsiCo Inc....................... 9,903,500
112,000 Ralston Purina Group.............. 11,872,000
--------------
96,559,500
--------------
DIVERSIFIED INDUSTRIAL -- 5.9 %
276,200 Allied-Signal Inc................. 11,600,400
323,000 Honeywell Inc..................... 26,708,063
411,908 Molex Inc., Cl. A................. 11,044,283
336,200 Sundstrand Corp................... 20,340,100
142,000 United Technologies............... 13,108,375
--------------
82,801,221
--------------
ENERGY -- 8.2 %
524,000 Baker Hughes Inc.................. 21,091,000
470,000 Halliburton Co.................... 23,588,125
599,000 Schlumberger Ltd.................. 45,374,250
471,800 Smith International Inc. +........ 25,978,488
--------------
116,031,863
--------------
ENTERTAINMENT -- 1.3 %
166,000 Walt Disney Co.................... 17,720,500
--------------
FINANCIAL SERVICES -- 9.1 %
100,000 American Express Co............... 9,181,250
137,000 American International Group
Inc............................. 17,253,437
202,500 Charles Schwab Corp............... 7,695,000
508,000 Marsh & McLennan Companies Inc.... 44,354,750
415,000 Merrill Lynch & Co................ 34,445,000
224,000 T. Rowe Price Associates Inc...... 15,764,000
--------------
128,693,437
--------------
FINANCIAL SERVICES: BANKS -- 12.2 %
410,000 Bank of New York Inc.............. 25,753,125
133,000 Citicorp.......................... 18,886,000
773,000 Mellon Bank Corp.................. 49,085,500
700,000 Northern Trust Corp. ............. 52,325,000
369,400 State Street Corp. ............... 25,142,287
--------------
171,191,912
--------------
HEALTH CARE -- 10.8 %
131,000 Abbott Laboratories............... 9,865,938
245,000 Baxter International Inc.......... 13,505,625
397,000 Johnson & Johnson................. 29,105,062
135,000 Lilly (Eli) & Co.................. 8,049,375

<CAPTION>
MARKET
SHARES VALUE
------ ------
<S> <C> <C>
283,000 Merck & Co. Inc................... $ 36,330,125
93,000 Pfizer Inc........................ 9,270,938
141,000 Schering-Plough Corp. ............ 11,517,937
260,000 Sigma-Aldrich Corp. .............. 9,685,000
265,000 SmithKline Beecham plc, ADR....... 16,579,062
43,000 Warner-Lambert Co. ............... 7,323,438
--------------
151,232,500
--------------
PUBLISHING -- 6.2 %
470,000 Gannett Co. Inc................... 33,781,250
342,000 McGraw-Hill Companies Inc......... 26,013,375
240,000 New York Times Co., Cl. A......... 16,800,000
150,000 Tribune Co........................ 10,575,000
--------------
87,169,625
--------------
RETAIL -- 7.2 %
758,859 Home Depot Inc. .................. 51,175,554
345,000 Lowe's Companies Inc.............. 24,214,688
352,100 Tiffany & Co...................... 17,142,869
246,000 Walgreens Co...................... 8,656,125
--------------
101,189,236
--------------
TECHNOLOGY -- 10.5 %
172,000 BMC Software Inc. +............... 14,415,750
270,500 Cisco Systems Inc. +.............. 18,495,437
320,500 Computer Associates International
Inc............................. 18,508,875
285,000 Dell Computer Corp. +............. 19,308,750
250,000 Intel Corp. ...................... 19,515,625
122,000 Microsoft Corp. +................. 10,919,000
320,000 Sun Microsystems Inc. +........... 13,350,000
187,000 SunGard Data Systems Inc. +....... 6,883,937
395,000 Tellabs Inc. +.................... 26,514,375
--------------
147,911,749
--------------
TOTAL COMMON STOCKS............................ 1,264,396,200
--------------

<CAPTION>
PRINCIPAL
AMOUNT
---------
<S> <C> <C> <C>
U.S. TREASURY BILLS -- 10.8 %
$153,056,000 5.09% to 5.35% ++ due
04/16/98-06/25/98........... $ 152,297,985
--------------
TOTAL INVESTMENTS (Cost
$1,027,829,747)(a)................ 100.7% 1,416,694,185
OTHER ASSETS AND LIABILITIES
(NET)............................. (0.7) (10,513,733)
----- --------------
NET ASSETS
(43,514,229 shares outstanding)... 100.0% $1,406,180,452
===== ==============
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE........ $32.32
=====
</TABLE>

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

<TABLE>
<S> <C> <C>
(a) For Federal tax purposes:
Aggregate cost $1,028,223,279
==============
Gross unrealized appreciation $ 393,141,455
Gross unrealized depreciation (4,670,549)
--------------
Net unrealized appreciation $ 388,470,906
==============
</TABLE>

+ Non-income producing security

++ Represents annualized yield at date of purchase.

ADR -- American Depositary Receipt

THE GABELLI GROWTH FUND [PICTURE]
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 Karl Otto Pohl
Chairman and Chief Former President
Investment Officer Deutsche Bundesbank
Gabelli Funds, Inc.

Felix J. Christiana Anthony R. Pustorino
Former Senior Vice President Certified Public Accountant
Dollar Dry Dock Savings Bank Professor, Pace University THE

Anthony J. Colavita Anthony Torna
Attorney-at-Law Herzog, Heine & Geduld, Inc. GABELLI
Anthony J. Colavita, P.C.

James P. Conn Anthonie C. van Ekris GROWTH
Chief Investment Officer Managing Director
Financial Security Assurance BALMAC International, Inc. FUND
Holdings Ltd.

OFFICERS AND PORTFOLIO MANAGERS
Bruce N. Alpert Howard F. Ward, CFA
President and Treasurer Portfolio Manager

James E. McKee Donald C. Jenkins, CFA
Secretary 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
LLP

- ----------------------------------------------------------
This report is submitted for the general information of
the shareholders of The Gabelli Growth Fund. It is not FIRST QUARTER REPORT
authorized for distribution to prospective investors MARCH 31, 1998
unless preceded or accompanied by an effective prospectus.
- ----------------------------------------------------------
</TABLE>