GABELLI GROWTH FUND
N-30B-2, 2000-12-06
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                             THE GABELLI GROWTH FUND

                              THIRD QUARTER REPORT
                               SEPTEMBER 30, 2000

                         [GRAPHIC OF FIVE STARS OMITTED]

                 MORNINGSTAR RATED(TM) GABELLI GROWTH FUND 5 STARS
           OVERALL AND FOR THE FIVE AND TEN-YEAR PERIODS ENDED 9/30/00
             AMONG 2419 AND 796 DOMESTIC EQUITY FUNDS, RESPECTIVELY.

                                                  [PHOTO OF HOWARD WARD OMITTED]

                                                             HOWARD F. WARD, CFA

TO OUR SHAREHOLDERS,

      Now you know why managing money, either yours or the savings of others, is
a high  stress job.  This,  if truth be told,  has become the year of  investing
dangerously.  There are  precious  few  places to hide when the news flow  turns
negative amidst record high stock  valuations and  expectations to match.  While
this  interruption of the Bull market has been relatively short in duration,  we
are  reminded  that sixty  seconds is a long time when your head is under water.
This is a humbling business.  Your report card is in the newspaper or on the Web
every  day.  It  tests  you.  In this  report,  I want  to  review  the  general
environment  for  stocks and  highlight  some of the more  important  investment
principles that we follow.

      Let us start with a comment on forecasting,  because the stock market is a
mechanism that divines to forecast the future  through the collective  judgement
of investors.  It distills  investors'  expectations for future profit growth to
arrive  at  present  day  prices.  The stock  market is one of the  Government's
"leading  economic  indicators",  because,  more often than not, a rising  stock
market has foreshadowed  stronger economic activity and vice versa.  However, it
is anything but perfect as a forecasting  tool.  Economist Paul  Samuelson,  who
wrote those  weighty ECON 101 tomes we all enjoyed,  once said "The stock market
has predicted nine of the last five  recessions."  Be careful what you read into
stock market  movements.  The decline in stock prices in recent  months seems to
open the strong  possibility  of a slowing  economy and possibly a recession.  I
think it's a little  early to adopt this point of view  without  more hard data.
You can make calls  from your  "gut" or you can make  calls  from hard data.  We
prefer to use hard data because "gut" calls have low percentage outcomes.

--------------------------------------------------------------------------------
PAST  PERFORMANCE  IS NO GUARANTEE OF FUTURE  RESULTS.  Morningstar  proprietary
ratings reflect  historical  risk adjusted  performance as of September 30, 2000
and are subject to change every month. Morningstar ratings are calculated from a
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 a
broad asset class  receive five stars,  the next 22.5%  receive four stars,  the
next 35% receive  three stars,  the next 22.5%  receive two stars and the bottom
10% receive one star.
                                     <PAGE>

INVESTMENT RESULTS (a)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                          Quarter
                                               ----------------------------------------------
                                                    1st         2nd         3rd         4th          Year
                                                    ---         ---         ---         ---          ----
<S>                                               <C>         <C>         <C>          <C>           <C>
  2000:   Net Asset Value ....................    $50.10      $49.73      $46.88         --            --
          Total Return .......................      7.7%       (0.7)%      (5.7)%        --            --
----------------------------------------------------------------------------------------------------------------
  1999:   Net Asset Value ....................    $38.53      $41.38      $41.07       $46.51        $46.51
          Total Return .......................      8.8%        7.4%       (0.8)%       26.1%         46.3%
----------------------------------------------------------------------------------------------------------------
  1998:   Net Asset Value ....................    $32.32      $33.37      $28.54       $35.40        $35.40
          Total Return .......................     12.9%        3.2%      (14.5)%       30.2%         29.8%
----------------------------------------------------------------------------------------------------------------
  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 ....................      --        $10.84      $11.28        $9.51         $9.51
          Total Return .......................      --          8.4%(b)     4.1%       (15.7)%        (4.9)%(b)
----------------------------------------------------------------------------------------------------------------
</TABLE>
  -----------------------------------------------
  Average Annual Returns - September 30, 2000 (a)
  -----------------------------------------------
         1   Year ............   27.07%
         5   Year ............   27.86%
         10 Year .............   21.36%
         Life of Fund (b) ....   20.12%
  -----------------------------------------------

                  Dividend History
------------------------------------------------------
Payment (ex) Date   Rate Per Share  Reinvestment Price
-----------------   --------------  ------------------
December 27, 1999        $5.160          $45.59
December 28, 1998        $1.745          $35.15
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

(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 investment operations on April 10, 1987.
--------------------------------------------------------------------------------
                                        2

                                     <PAGE>

      In the long run, stock prices track  earnings in a fairly  straightforward
manner.  Stocks have been good long-term  investments because earnings grow over
time.  In the  short-term,  stock prices  incorporate  a lot of noise and can be
moved  viciously  by  short-term  events  and  trading  strategies.   Obviously,
near-term  profit  expectations  and the  failure  of  companies  to meet  those
expectations can result in severe damage to a company's stock price.  While such
"air  pockets"  may be short lived in nature,  they are scary and  painful.  For
better or worse, the stock market must continuously  reconcile expectations with
reality.  The higher  expectations  rise,  the easier it becomes to  disappoint.
Absolute profit gains appear less important than relative profit gains (relative
to expectations).  Going into this year, expectations were historically high, as
reflected in high stock price valuations.  Most established  "growth" companies,
the kind we favor,  are doing well in absolute terms and reporting  double digit
profit  growth.  Relative  to  expectations,  there  are  some  disappointments.
Expectations are coming down at an accelerating pace. As tough as this is, it is
essential in order to "cleanse" the market of its "weak" holders.

      Readers of our reports know we frequently  advise  investing in stocks for
the long-term only. We don't want your short-term  funds and we don't want "hot"
or momentum money. We tell you we won't time the market and we tell you the Fund
will  decline  in value if the stock  market  averages  fall.  For most  people,
successful  investing  means  making  a  multi-year   commitment  to  stocks  of
successful  companies  selling at  defensible  valuations.  The large,  durable,
established  growth  companies  we invest in will  weather  economic  storms and
prosper  regardless  of who is in the  White  House  or  which  political  party
controls  the  Congress.  Remember  that the Forbes  list of the 400  wealthiest
Americans  is  devoid  of  economists,  "traders",  market  technicians,  market
strategists,  market timers, Wall Street equity analysts, fixed income investors
and financial journalists.

      Speaking  of the  financial  press,  let's get one thing  straight.  It is
impossible  to sell a stock  unless a buyer  exists.  It is also true that it is
impossible to buy a stock unless there is a seller.  When you hear a commentator
say, as you will, that the market is down because of an absence of buyers, or up
because  of an absence  of  sellers,  pay them no heed.  It is not  possible.  A
transaction  can  only  happen  if a buyer  and a  seller  agree  on a price  to
consummate a trade. If sellers  exhibit a greater sense of urgency,  then stocks
go down, and vice versa. History will judge who was the greater fool.

INVESTMENT PERFORMANCE

      For the third quarter ended  September 30, 2000,  The Gabelli  Growth Fund
(the "Fund")  declined 5.73%.  The Standard and Poor's ("S&P") 500 Index and the
Lipper  Large-Cap  Growth Fund Average  declined 0.97% and 0.47%,  respectively,
over the same  period.  The S&P 500  Index is an  unmanaged  indicator  of stock
market performance, while the Lipper Average reflects the average performance of
mutual funds classified in this particular category. The Fund was up 27.07% over
the  twelve  months  ended  September  30,  2000.  The S&P 500 Index and  Lipper
Large-Cap  Growth Fund  Average rose 13.28% and 30.31%,  respectively,  over the
same twelve-month period.

      For the ten-year  period ended September 30, 2000, the Fund's total return
averaged  21.36%  annually,  versus  average  annual total returns of 18.17% and
20.33%  for the  S&P  500  Index  and  Lipper  Large-Cap  Growth  Fund  Average,
respectively.  Since inception on April 10, 1987 through September 30, 2000, the
Fund had a cumulative  total return of  1,085.63%,  which  equates to an average
annual  total  return of 20.12%.  Our direct  shareholders  total 95,864 and net
assets are $4.3 billion as of September 30, 2000.

                                        3

                                     <PAGE>

ECONOMIC BACKGROUND

      We need economists because the stock market's record as a forecasting tool
is  mediocre.  Samuelson  was right  about that.  Presently,  the masters of the
"dismal  science" are at odds with the  collective  judgment of the market.  The
market, as we write,  seems to be saying that a recession is imminent.  It's not
out of the question because of the time lag involved in collecting the necessary
economic  data.  There has been at least one  occasion  during my career that we
were in a  recession  and didn't know it until it was over due to the nasty data
lag.

      The data, at this point,  suggests the economy is healthy.  The Fed didn't
even relax its bias toward  tightening at the October meeting.  The unemployment
rate is 3.9%.  "Real" GDP growth is widely expected to be higher than 3% for the
next few quarters.  Corporate  profits are growing at a low double-digit or high
single-digit rate. Productivity growth continues to impress. Yes, we continue to
run a large trade  deficit but tell me something  new.  Isn't that a sign of our
prosperity? Inflation, as tracked by the Consumer Price Index and Producer Price
Index, appears dormant. So what's the problem?

      At least some of the stock market's  worries are manifest in the hot winds
of the Persian Gulf, as oil hit its highest price since The Gulf War in November
of  1990.  Is it  possible  that  the  surprising  spike  in  the  price  of oil
(surprising  since no one on Wall Street  expected it) is having a  deflationary
impact on our economy? Yes. I said DEFLATIONARY. How so Mr. Wizard? We know that
demand for oil in the U.S. is fairly price inelastic.  That's to say consumption
is  not  closely  correlated  with  price.   Therefore,  in  order  to  maintain
consumption  at  pre-spike  levels,  prices  of  other  goods  must  decline  or
consumption of those goods is reduced.  In other words,  oil's share of consumer
and business spending goes up and everything else loses share of wallet. This is
not like the Seventies,  when the Fed's printing  presses  monetized  higher oil
prices and fed INFLATION.  Without the Fed's help, no one else can raise prices.
Hence, we have the possibility that this year's oil spike is deflationary.

      Additionally,  we cannot  forget  that the Fed raised  interest  rates six
times in the last 15 months. Monetary policy has a lagged effect. The confluence
of higher oil prices,  Fed  tightenings  and the plummeting  Euro, have led some
market pundits to call this the "Perfect Storm" of a financial nature. The lower
Euro,  which we did not address,  depresses the profits of U.S.  multinationals.
Some  companies  have  said  that  their  business  "hit a wall"  in  September,
especially in Europe,  where oil prices are more than double those in the States
due to higher  taxes.  You can see why the stock  market is  concerned.  You can
easily  develop  a "gut"  feel  that the  economy  is in  serious  trouble.  But
remember,  basing  investment  policy  decisions  on "gut" feels is like playing
poker.

      Our best guess at this point is for a "soft" landing, not a recession.  We
note  that 75% of our  workforce  is now in the  "service"  sector.  That is one
reason this has been the longest economic  expansion on record. It also suggests
that economists spend too much time analyzing the  manufacturing  sector and may
need some new tools that more  specifically  address the service sector. We love
Alan Greenspan, the Federal Reserve Chairman, but we are worried that he may not
move quickly  enough to ease policy if the economy is truly tanking.  First,  we
don't think he wants to influence  the election and ease before  November 7, and
second,  his comments after the October  meeting were "hawkish" in nature.  Stay
tuned.

                                        4

                                     <PAGE>

THE STOCK MARKET

      We didn't talk about the election in our economic  commentary  because for
those  purposes the election is not  material at this point.  However,  it is an
additional  concern  of  some  investors.   The  possible  end  of  gridlock  is
frightening  to some in both  parties.  The bond market is no friend of spending
proposals.  It also fears tax cuts, as that means less budget surplus. The stock
market does not like what the bond market fears.  If you think the  Government's
forecast for a multi-trillion dollar budget surplus in the second decade of this
new  millennium  is a sure  thing,  think  again.  Did  someone say "many a slip
between cup and lip"? It pains me to say this,  but the candidate  that does the
best job of telling lies and looking sincere could win this election.

      Welcome to life after irrational exuberance. Confusion, cynicism and chaos
roil the  market  all too  often.  In our  previous  reports  this  year we have
cautioned our readers to keep expectations down for 2000. While that does little
to take the  sting out of lower  stock  prices,  I hope it  raises  our level of
credibility with you, the shareholder.  Investor sentiment,  of course,  follows
stock prices in both  directions.  That means  sentiment is now  negative.  Risk
aversion and fear are increasingly in vogue. This typically occurs as the market
is forming a bottom. We must make cold and unemotional  investment decisions and
we cannot and will not allow  ourselves  to get  thrown  off track by  emotional
crowd psychology.

      We began the year on a somewhat cautious note,  understanding that the 33%
compound  annual return we earned over the preceding  five years was the product
of a remarkable  period for equity  investors  (the S&P  compounded at 28%) that
would be tough to sustain.  Prices were high.  Expectations were high in general
and insane for the dot.com stocks, a position we have consistently  held, to the
point of  obnoxiously  reminding you in each of our last six quarterly  reports.
While the market has spent most of the year in positive territory, it has turned
negative with the onset of Fall. At the same time, the earnings of the market in
general, and our stocks in particular, have grown nicely. While we have had some
disappointments,  frankly  that goes with the  territory.  My point is that with
prices now generally down and earnings generally up, the market and our universe
of  large  capitalization  growth  stocks  are  attractively  priced.  The  cold
unemotional  decision  is to  buy,  not  sell,  provided  you  have a  long-term
investment horizon. This may not be the bottom but it is most definitely not the
top. Don't get whipped around by rumors and media hype.

PORTFOLIO HIGHLIGHTS

      All  was not  gloom  and  doom  in the  third  quarter.  We had  excellent
performance  from a number of financial  service and  technology  holdings.  The
better  performers   included  Northern  Trust  (up  36%),  EMC  (up  29%),  Sun
Microsystems  (up 28%),  Mellon Financial (up 27%), Marsh and McLennan (up 27%),
and  Hughes   Electronics  (up  26%).  Other  winners  included  Automatic  Data
Processing (up 24%), State Street (up 23%),  Goldman Sachs (up 20%) and Qualcomm
(up 19%).

      Regulators  put an end to WorldCom's  plan to buy Sprint and this hurt the
portfolio, as did earnings  disappointments from Apple Computer, Intel and Dell.
Fears of an advertising slowdown, led by the disappearance of dot.com companies,
took its toll on some of our media  holdings such as Clear  Channel,  Viacom and
Interpublic  Group.  The  bottom  line  is  that  it was a  mixed  quarter  with
tremendous

                                        5

                                     <PAGE>

stock price volatility.  Stocks seem to have become increasingly volatile,  much
more so than underlying business fundamentals.

      Just as we did in the  second  quarter,  we  acted  to take  advantage  of
declining prices in a number of holdings, especially in the media and technology
sectors.  We expect to be nicely  compensated  for taking  this  action,  but we
cannot tell you precisely  when that will happen.  We were early in cutting back
on expensive  holdings in January and  February  but were  rewarded in March and
April.  We are long term investors and base our investment  decisions on company
specific  fundamentals,  including  price.  We are not  "technicians"  that base
purchase and sale decisions on charts and flows. We believe earnings drive share
prices over time. Forget the noise. If our companies produce double-digit growth
in earnings over an extended  period of time,  then we will be happy campers and
so will you.

      More and more investors are recognizing what we have long avowed, which is
that  earnings  and  valuations  matter.  They  matter a lot.  We only invest in
companies  with operating  earnings.  We have a tool we refer to as our earnings
valuation model that helps us identify stock specific opportunities and risks in
the market. It is not perfect but it gives us a framework for understanding risk
and reward in  individual  stocks.  I think it is  essential to have a valuation
framework, especially during periods of market stress.

LOOKING AHEAD

      The fourth  quarter is off to a bad start.  It is now clear that  investor
expectations,  too high for too  long,  are  sobering  up to the  reality  of an
economy that is possibly  hitting a rough patch.  This is not the time to panic.
Oil prices are unlikely to move much higher and should stabilize soon.  Conflict
in the Middle East is nothing  new.  The Market  won't focus on it for long.  It
will move on.  Similarly,  I believe the decline in the Euro is largely,  if not
completely,  behind us. What's more,  should  today's  apparent  weakness in the
economy persist,  the Fed will have no choice but to quickly cut interest rates,
usually a strong tonic for whatever ails stocks.  As for earnings,  they may not
be as strong as some hoped,  but in the aggregate they are showing  healthy,  if
not spectacular growth.  Finally,  stock prices are down. They are discounting a
material dose of bad news. Hang in there.  As for me, I am a long-term  investor
and I have been  boosting my personal  stake in the Fund in recent days.  Stocks
could go lower, but I feel today's prices are attractive and no one can call the
bottom.

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.

ANALOG  DEVICES INC.  (ADI - $82.5625 - NYSE) is a diversified  manufacturer  of
semiconductors  with  leading  positions  in  analog  chips and  digital  signal
processors, where it claims the number two position after Texas Instruments. The
company is also a leader in  converters,  which  enable  the analog and  digital
chips to  communicate  with each other.  ADI's  business is well  diversified by
industry,  with only a 5% exposure to wireless  handsets  and a 10%  exposure to
personal  computers.  Earnings  and  revenues are growing at strong rates and we
expect this to continue for several years.

                                        6

                                     <PAGE>

CISCO  SYSTEMS  INC.  (CSCO -  $55.25 - NYSE) is the  leading  supplier  of data
networking  equipment  such as routers  and ATM  switches  for use in Local Area
Networks,  Wide Area  Networks  and the  Internet.  As an  integral  provider of
infrastructure for the Internet, the company is a major beneficiary of the Net's
explosive growth. We forecast strong growth in earnings for this year and next.

HUGHES  ELECTRONICS (GMH - $37.1875 - NYSE) is the leading provider of satellite
based television  services  through its DIRECTV product.  The company expects to
offer two-way  satellite  based  Internet  communication  through their DIRECTPC
product  later this year.  Healthy  subscriber  additions  should drive  revenue
growth  and  higher  growth  in  EBITDA  (Earnings   Before   Interest,   Taxes,
Depreciation and Amortization) over the next couple of years. We believe General
Motors, which owns the Hughes Electronics assets, will negotiate the sale of the
company on terms favorable to Hughes' shareholders.

INTEL   CORP.   (INTC  -  $41.625  -  NASDAQ)  is  the   dominant   supplier  of
microprocessors for the personal computer industry with an 80% market share. The
company  is  developing  new  lines  of  business  in  semiconductors   for  the
communications  equipment  market and "server farms" for managing the electronic
commerce needs of other companies. As a leader in flash memory chips, Intel will
benefit from the robust growth  expected in the wireless  handset  business.  We
expect  earnings to grow at a solid rate based on  continued  growth in personal
computer  shipments.  The  company  is an  integral  member  of the  information
revolution.

MARSH & MCLENNAN  COMPANIES  INC. (MMC - $132.75 - NYSE) is the world's  largest
insurance  brokerage and one of the leading asset managers through its ownership
of The Putnam Funds.  MMC is also a leader in employee  benefit  consulting with
its ownership of the Mercer Group.  The company's growth rate has accelerated in
recent years due primarily to the success of Putnam.  We expect  overall  growth
based on continued  strong results at Putnam and some modest  improvement in the
company's traditional insurance brokerage business.

MELLON  FINANCIAL  CORP.  (MEL -  $46.375  - NYSE) is one of the  largest  asset
managers in the  country.  In addition to the Bank's  traditional  Mellon  brand
asset gathering arm, their Dreyfus, Founders and Boston Company subsidiaries are
showing  improvement.  New management  has shed non-core  assets to focus on the
company's highest margin and best growth opportunities.  Fees represent over 60%
of  revenues  and that  number will grow as the year  progresses.  Assets  under
management  now  exceed  $500  billion,  which  creates  an  enviable  stream of
recurring fee revenue.

MOTOROLA  INC.  (MOT - $28.25 - NYSE) is a leading  supplier of  semiconductors,
cable  set-top  boxes,  wireless  handsets and  infrastructure  for the wireless
telecommunications  industry. Earnings should grow the next few years, driven by
growth in the demand for  wireless  handsets  and  infrastructure.  The  stock's
valuation  is presently  depressed  due to a low level of  profitability  in the
handset business. We view this as a buying opportunity.

PFIZER  INC.  (PFE - $44.9375 - NYSE) is a  diversified  consumer  products  and
pharmaceutical company. The company recently completed the acquisition of Warner
Lambert.  The  newly  combined  company  has a  research  budget in excess of $4
billion, which we think bodes well for future growth. Business trends are strong
and we expect the new  enterprise to grow earnings for the next couple of years,
making Pfizer one of the fastest growing pharmaceutical companies.

                                        7

                                     <PAGE>

QWEST  COMMUNICATIONS  INTERNATIONAL  INC.  (Q - $48.0625  - NYSE) has  recently
completed its  acquisition of U.S. West.  The merger  complements  the company's
national  fiber  optic  network  by giving it a presence  in local and  wireless
telephony as well as DSL Internet access. We expect solid growth in revenues and
EBITDA over the next few years.

STATE  STREET  CORP.  (STT - $130.00 - NYSE) is a leading  provider of financial
services to mutual funds and other institutional  investors.  The company is the
third largest  custodian of assets in the world with $6 trillion  under custody.
Additionally, the company is a major asset manager itself with over $500 billion
under  management.  The  company  is  focused  on these two  business  lines and
recently  exited the  corporate  lending  business  altogether.  We believe this
enhances State Street's growth prospects and valuation.  Management believes the
company has strong  growth  prospects  overseas  and growing  this part of their
business is a strategic priority,  as is having a greater presence directly with
retail investors.

TELLABS  INC.  (TLAB -  $47.75  -  NASDAQ)  is a  rapidly  growing  provider  of
telecommunications  equipment.  The  company  is in the  early  stages  of a new
product cycle for which it has received little  attention.  Earnings should grow
at a healthy rate going  forward.  The company's  stock should  benefit from the
growing  visibility of new products  over the next 18 months.  Tellabs is one of
the most profitable telecom equipment companies with operating margins of 30%.

TEXAS  INSTRUMENTS  INC.  (TXN - $47.1875  - NYSE) is the  largest  provider  of
digital  signal  processors,  a critical  component  for  digital  communication
devices,  including  wireless  phones and digital  signal lines  (DSLs).  Having
restructured  the company in recent years, its valuation is no longer hostage to
the memory chip (DRAM)  cycle and  defense  businesses.  We believe the DSP chip
business,  in which TXN is the leader,  will grow at an accelerated  rate in the
foreseeable future.

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.

WWW.GABELLI.COM

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

      Subscribe  in time  and  join me for a chat  session  entitled  "Growth  -
Domestic" on Tuesday, December 5.

IN CONCLUSION

      Earlier  in my  career I served as an  investment  counselor  for  wealthy
individuals  as well as numerous  pension  funds,  endowments  and  foundations.
Because individuals don't like paying taxes and are less concerned with relative
quarterly investment performance, they are more likely to hold the

                                        8

                                     <PAGE>

stocks of good companies for an extended  period of time. In some cases holdings
are in  families  for over 50 years.  In many  cases  they are held for 20 to 30
years.  The  large  established  growth  companies  favored  by  many  of  these
investors,  as well as me, are  durable.  By and large,  they grow  earnings and
prosper through wars,  periods of high inflation and stagflation,  civil unrest,
weak Presidents,  recessions,  OPEC oil embargoes, and Bear markets. To be sure,
these stocks may not rise every year, but over time they follow earnings higher.

      Seeing the power of compounded  earnings growth over time is intoxicating.
Can you  imagine  seeing  portfolios  with a cost per share of $1.00 or less for
companies like Merck,  Intel,  Hewlett Packard,  Texas Instruments and Johnson &
Johnson,  among others? These are the kinds of strong and established  companies
we invest in,  along with their  contemporaries  like Cisco  Systems,  EMC,  and
Corning.  They are wealth  creators.  They may not reward you every day, or even
every  year,  but  they  will  be  superior  long-term   investments  and  their
shareholders won't be disappointed.  Remember,  buy low, sell high, focus on the
long term and avoid leverage. Stick with the program.

      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.

                                                     Sincerely,

                                                     /S/ SIGNATURE

                                                     HOWARD F. WARD, CFA
                                                     Portfolio Manager

October 16, 2000

------------------------------------------------------------------------------
                        TOP TEN HOLDINGS
                       SEPTEMBER 30, 2000
                       ------------------

State Street Corp.                    Tellabs Inc.
Mellon Financial Corp.                General Motors Corp., Cl. H
Analog Devices Inc.                   Motorola Inc.
Pfizer Inc.                           Qwest Communications International Inc.
Marsh & McLennan Companies Inc.       Texas Instruments Inc.

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

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

                                        9

                                     <PAGE>

THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
                                                                      MARKET
      SHARES                                                          VALUE
      ------                                                          ------
                  COMMON STOCKS -- 99.7%
                  BROADCASTING -- 2.1%
     1,591,600    Clear Channel Communications Inc.+ .........   $   89,925,400
                                                                 --------------
                  BUSINESS SERVICES -- 4.0%
     1,225,000    Automatic Data Processing Inc. .............       81,921,875
     1,878,100    Interpublic Group of Companies Inc. ........       63,972,781
       372,000    Omnicom Group Inc. .........................       27,132,750
                                                                 --------------
                                                                    173,027,406
                                                                 --------------
                  CABLE -- 0.7%
       730,000    Comcast Corp., Cl. A, Special ..............       29,884,375
                                                                 --------------
                  COMMUNICATIONS EQUIPMENT -- 15.6%
     1,626,000    Cisco Systems Inc.+ ........................       89,836,500
       180,000    Corning Inc. ...............................       53,460,000
     4,735,000    Motorola Inc. ..............................      133,763,750
     1,370,000    Nokia Corp., Cl. A, ADR ....................       54,543,125
       895,000    Nortel Networks Corp. ......................       53,308,437
     1,768,000    Qualcomm Inc.+ .............................      125,970,000
     3,340,000    Tellabs Inc.+ ..............................      159,485,000
                                                                 --------------
                                                                    670,366,812
                                                                 --------------
                  COMPUTER HARDWARE -- 5.1%
     1,580,000    Apple Computer Inc.+ .......................       40,685,000
     2,320,000    Dell Computer Corp.+ .......................       71,485,000
       630,000    Hewlett-Packard Co. ........................       61,110,000
       390,000    Sun Microsystems Inc.+ .....................       45,532,500
                                                                 --------------
                                                                    218,812,500
                                                                 --------------
                  COMPUTER SOFTWARE AND SERVICES -- 4.7%
     1,410,000    America Online Inc.+ .......................       75,787,500
       620,000    EMC Corp.+ .................................       61,457,500
     1,055,000    Microsoft Corp.+ ...........................       63,563,750
                                                                 --------------
                                                                    200,808,750
                                                                 --------------
                  DIVERSIFIED INDUSTRIAL -- 1.5%
       975,000    Emerson Electric Co. .......................       65,325,000
                                                                 --------------
                  ELECTRONICS -- 10.1%
     2,280,000    Analog Devices Inc.+ .......................      188,242,500
     2,800,000    Intel Corp. ................................      116,550,000
     2,746,000    Texas Instruments Inc. .....................      129,576,875
                                                                 --------------
                                                                    434,369,375
                                                                 --------------
                  ENTERTAINMENT -- 3.6%
       610,000    Time Warner Inc. ...........................       47,732,500
     1,845,851    Viacom Inc., Cl. B+ ........................      107,982,283
                                                                 --------------
                                                                    155,714,783
                                                                 --------------
                  FINANCIAL SERVICES -- 20.3%
       570,000    Goldman Sachs Group Inc. ...................       64,944,375
     1,233,500    Marsh & McLennan Companies Inc. ............      163,747,125
     4,421,000    Mellon Financial Corp. .....................      205,023,875
     1,120,000    Merrill Lynch & Co. Inc. ...................       73,920,000
     1,134,900    Northern Trust Corp. .......................      100,864,237


                                                                      MARKET
      SHARES                                                          VALUE
      ------                                                          ------
     1,350,000    Schwab (Charles) Corp. .....................   $   47,925,000
     1,654,400    State Street Corp. .........................      215,072,000
                                                                 --------------
                                                                    871,496,612
                                                                 --------------
                  HEALTH CARE -- 14.6%
       648,000    Amgen Inc.+ ................................       45,248,625
     1,062,000    Baxter International Inc. ..................       84,760,875
       757,000    Johnson & Johnson ..........................       71,110,687
     1,030,000    Lilly (Eli) & Co. ..........................       83,558,750
       911,000    Merck & Co. Inc. ...........................       67,812,563
     4,137,500    Pfizer Inc. ................................      185,928,906
     1,855,000    Schering-Plough Corp. ......................       86,257,500
                                                                 --------------
                                                                    624,677,906
                                                                 --------------
                  PUBLISHING -- 3.3%
       741,000    Dow Jones & Co. Inc. .......................       44,830,500
       937,500    McGraw-Hill Companies Inc. .................       59,589,844
       968,000    New York Times Co., Cl. A ..................       38,054,500
                                                                 --------------
                                                                    142,474,844
                                                                 --------------
                  RETAIL -- 4.1%
     2,071,577    Home Depot Inc. ............................      109,923,055
     1,688,400    Tiffany & Co. ..............................       65,108,925
                                                                 --------------
                                                                    175,031,980
                                                                 --------------
                  SATELLITE -- 3.3%
     3,770,000    General Motors Corp., Cl. H+ ...............      140,168,600
                                                                 --------------
                  TELECOMMUNICATIONS -- 5.7%
     2,750,747    Qwest Communications International Inc.+ ...      132,207,778
     3,805,000    Sprint Corp.+ ..............................      111,534,063
                                                                 --------------
                                                                    243,741,841
                                                                 --------------
                  WIRELESS COMMUNICATIONS -- 1.0%
     1,130,000    Vodafone Group plc, ADR ....................       41,810,000
                                                                 --------------
                  TOTAL COMMON STOCKS ........................    4,277,636,184
                                                                 --------------
   PRINCIPAL
    AMOUNT
   ---------
                  U.S. GOVERNMENT OBLIGATIONS -- 1.7%
   $73,277,000    U.S. Treasury Bills,
                   6.09% to 6.28%++,
                   due 11/16/00 to 12/28/00 ..................       72,285,770
                                                                 --------------
                  TOTAL INVESTMENTS -- 101.4%
                    (Cost $3,623,771,931) ....................    4,349,921,954
                  OTHER ASSETS AND
                    LIABILITIES (NET) -- (1.4%) ..............      (59,860,764)
                                                                 --------------
                  NET ASSETS -- 100.0%
                    (91,515,609 shares outstanding) ..........   $4,290,061,190
                                                                 ==============
------------------------
+     Non-income producing security.
++    Represents annualized yield at date of purchase.
ADR - American Depositary Receipt.

                                       10

                                     <PAGE>
--------------------------------------------------------------------------------
                             GABELLI FAMILY OF FUNDS
--------------------------------------------------------------------------------
GABELLI ASSET FUND ________________________
Seeks to invest primarily in a diversified portfolio of common stocks selling at
significant  discounts  to  their  private  market  value.  The  Fund's  primary
objective is growth of capital. (NO-LOAD)
                                       PORTFOLIO MANAGER:  MARIO J. GABELLI, CFA

GABELLI GROWTH FUND _______________________
Seeks to invest  primarily in large cap stocks believed to have  favorable,  yet
undervalued,  prospects for earnings  growth.  The Fund's  primary  objective is
capital appreciation. (NO-LOAD)
                                          PORTFOLIO MANAGER: HOWARD F. WARD, CFA

GABELLI WESTWOOD EQUITY FUND _____________
Seeks to invest primarily in the common stock of seasoned  companies believed to
have proven records and above average  historical  earnings  growth.  The Fund's
primary objective is capital appreciation. (NO-LOAD)
                                               PORTFOLIO MANAGER: SUSAN M. BYRNE

GABELLI SMALL CAP GROWTH FUND  ____________
Seeks  to  invest  primarily  in  common  stock  of  smaller  companies  (market
capitalizations  less than $500  million)  believed  to have rapid  revenue  and
earnings growth potential. The Fund's primary objective is capital appreciation.
(NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI BLUE CHIP VALUE FUND  ______________
Seeks  long-term  growth of capital through  investment  primarily in the common
stocks  of   well-established,   high   quality   companies   that  have  market
capitalizations of greater than $5 billion.
(NO-LOAD)                                 PORTFOLIO MANAGER: BARBARA MARCIN, CFA

GABELLI WESTWOOD SMALLCAP EQUITY FUND ________________
Seeks to invest primarily in smaller  capitalization  equity securities - market
caps of $1 billion or less.  The Fund's primary  objective is long-term  capital
appreciation. (NO-LOAD)
                                            PORTFOLIO MANAGER: LYNDA CALKIN, CFA

GABELLI WESTWOOD INTERMEDIATE BOND FUND __________________
Seeks to invest in a diversified portfolio of bonds with various maturities. The
Fund's primary objective is total return. (NO-LOAD)
                                               PORTFOLIO MANAGER: PATRICIA FRAZE

GABELLI EQUITY INCOME FUND ________________
Seeks to invest primarily in equity securities with above market average yields.
The Fund pays quarterly dividends and seeks a high level of total return with an
emphasis on income. (NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI WESTWOOD BALANCED FUND __________
Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The
Fund's  primary  objective  is both  capital  appreciation  and current  income.
(NO-LOAD)
                             PORTFOLIO MANAGERS: SUSAN M. BYRNE & PATRICIA FRAZE

GABELLI WESTWOOD MIGHTY MITES(SERVICE MARK) FUND _____
Seeks to invest in micro-cap companies that have market  capitalizations of $300
million or less. The Fund's primary objective is long-term capital appreciation.
(NO-LOAD)
                                            TEAM MANAGED: MARIO J. GABELLI, CFA,
                                           MARC J. GABELLI, LAURA K. LINEHAN AND
                                                                 WALTER K. WALSH

GABELLI VALUE FUND ________________________
Seeks to invest in  securities  of  companies  believed to be  undervalued.  The
Fund's primary objective is long-term capital appreciation.
MAX. SALES CHARGE: 51/2%
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI UTILITIES FUND  ______________________
Seeks to provide a high level of total return  through a combination  of capital
appreciation and current income. (NO-LOAD)
                                         PORTFOLIO MANAGER: TIMOTHY O'BRIEN, CFA

GABELLI ABC FUND  _________________________
Seeks to invest in securities with attractive  opportunities for appreciation or
investment  income.  The Fund's  primary  objective  is total  return in various
market conditions without excessive risk of capital loss. (NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI MATHERS FUND  _____________________
Seeks  long-term  capital  appreciation  in various  market  conditions  without
excessive risk of capital loss. (NO-LOAD)
                                        PORTFOLIO MANAGER: HENRY VAN DER EB, CFA

GABELLI U.S. TREASURY MONEY MARKET FUND ___
Seeks to invest 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.
(NO-LOAD)                                   PORTFOLIO MANAGER:  JUDITH A. RANERI

GABELLI CASH MANAGEMENT SHARES OF
THE TREASURER'S FUND ______________________
Three money market  portfolios  designed to generate  superior  returns  without
compromising  portfolio  safety.  U.S.  Treasury Money Market seeks to invest in
U.S. Treasury bills, notes and bonds. Tax Exempt Money Market seeks to invest in
municipal  securities.  Domestic  Prime  Money  Market  seeks to invest in prime
quality, domestic money market instruments. (NO-LOAD)
                                             PORTFOLIO MANAGER: JUDITH A. RANERI

AN INVESTMENT IN THE ABOVE MONEY MARKET FUNDS IS NEITHER  INSURED NOR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY.  ALTHOUGH
THE FUNDS SEEK TO PRESERVE THE VALUE OF YOUR  INVESTMENT AT $1.00 PER SHARE,  IT
IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS.

GLOBAL SERIES
  GABELLI GLOBAL TELECOMMUNICATIONS FUND
  Seeks  to  invest  in  telecommunications  companies  throughout  the  world -
  targeting  undervalued  companies with strong earnings and cash flow dynamics.
  The Fund's primary objective is capital appreciation.
  (NO-LOAD)                                 TEAM MANAGED: MARIO J. GABELLI, CFA,
                                           MARC J. GABELLI AND IVAN ARTEAGA, CFA

  GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
  Seeks  to  invest   principally  in  bonds  and  preferred  stocks  which  are
  convertible  into common stock of foreign and domestic  companies.  The Fund's
  primary  objective is total return through a combination of current income and
  capital appreciation.
  (NO-LOAD)                                     PORTFOLIO MANAGER:  HART WOODSON

  GABELLI GLOBAL GROWTH FUND
  Seeks capital appreciation  through a disciplined  investment program focusing
  on the globalization and  interactivity of the world's  marketplace.  The Fund
  invests in  companies  at the  forefront  of  accelerated  growth.  The Fund's
  primary objective is capital appreciation. (NO-LOAD)
                                              PORTFOLIO MANAGER: MARC J. GABELLI

  GABELLI GLOBAL OPPORTUNITY FUND
  Seeks to  invest in common  stock of  companies  which  have  rapid  growth in
  revenues and earnings and potential for above average capital  appreciation or
  are  undervalued.  The  Fund's  primary  objective  is  capital  appreciation.
  (NO-LOAD)
                                             PORTFOLIO MANAGERS: MARC J. GABELLI
                                                                AND CAESAR BRYAN

GABELLI GOLD FUND _________________________
Seeks to invest in a global  portfolio of equity  securities  of gold mining and
related  companies.  The Fund's  objective  is long-term  capital  appreciation.
Investment in gold stocks is considered speculative and is affected by a variety
of world-wide economic, financial and political factors.
(NO-LOAD)                                        PORTFOLIO MANAGER: CAESAR BRYAN

GABELLI INTERNATIONAL GROWTH FUND __________
Seeks to invest in the equity  securities  of  foreign  issuers  with  long-term
capital   appreciation    potential.    The   Fund   offers   investors   global
diversification. (NO-LOAD)                       PORTFOLIO MANAGER: CAESAR BRYAN

THE SIX FUNDS  ABOVE  INVEST IN  FOREIGN  SECURITIES  WHICH  INVOLVES  RISKS NOT
ORDINARILY  ASSOCIATED WITH INVESTMENTS IN DOMESTIC ISSUES,  INCLUDING  CURRENCY
FLUCTUATION,   ECONOMIC  AND  POLITICAL   RISKS.  THE  FUNDS  LISTED  ABOVE  ARE
DISTRIBUTED BY GABELLI & COMPANY, INC.
--------------------------------------------------------------------------------
     TO RECEIVE A PROSPECTUS, CALL 1-800-GABELLI (422-3554). THE PROSPECTUS
   GIVES A MORE COMPLETE DESCRIPTION OF THE FUND, INCLUDING FEES AND EXPENSES.
         READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
                             VISIT OUR WEBSITE AT:
                                 www.gabelli.com
                                    OR, CALL:
                                  1-800-GABELLI
         1-800-422-3554 (BULLET) 914-921-5100 (BULLET) FAX: 914-921-5118
                           (BULLET) [email protected]
                    ONE CORPORATE CENTER, RYE, NEW YORK 10580


<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             Karl Otto Pohl
CHAIRMAN AND CHIEF                FORMER PRESIDENT
INVESTMENT OFFICER                DEUTSCHE BUNDESBANK
GABELLI ASSET MANAGEMENT INC.

Felix J. Christiana               Anthony R. Pustorino
FORMER SENIOR VICE PRESIDENT      CERTIFIED PUBLIC ACCOUNTANT
DOLLAR DRY DOCK SAVINGS BANK      PROFESSOR, PACE UNIVERSITY

Anthony J. Colavita               Anthony Torna
ATTORNEY-AT-LAW                   HERZOG, HEINE &GEDULD, INC.
ANTHONY J. COLAVITA, P.C.

James P. Conn                     Anthonie C. van Ekris
FORMER CHIEF INVESTMENT OFFICER   MANAGING DIRECTOR
FINANCIAL SECURITY ASSURANCE      BALMAC INTERNATIONAL, INC.
HOLDINGS LTD.

John D. Gabelli
SENIOR VICE PRESIDENT
GABELLI & COMPANY, INC.

             OFFICERS AND PORTFOLIO MANAGERS
Bruce N. Alpert                  Howard F. Ward, CFA
PRESIDENT AND TREASURER          PORTFOLIO MANAGER

James E. McKee
SECRETARY

                        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  authorized  for  distribution  to  prospective
investors unless preceded or accompanied by an effective prospectus.
--------------------------------------------------------------------------------
GAB406Q300SR


                                             [PHOTO OF MARIO J. GABELLI OMITTED]

THE
GABELLI
GROWTH
FUND


                                                            THIRD QUARTER REPORT
                                                              SEPTEMBER 30, 2000


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