GABELLI GROWTH FUND
N-30B-2, 2000-05-18
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                                                               [PHOTO OMITTED]

THE
GABELLI
GROWTH
FUND

                                                            FIRST QUARTER REPORT
                                                                  MARCH 31, 2000
<PAGE>
         THE GABELLI GROWTH FUND
          FIRST QUARTER REPORT
             MARCH 31, 2000                                  [PHOTO OMITTED]

          *   *   *   *   *


     MORNINGSTAR RATED  [trademark]  GABELLI GROWTH FUND 5 STARS OVERALL AND FOR
THE THREE,  FIVE AND TEN-YEAR  PERIODS ENDED  3/31/00  AMONG 3571,  2283 AND 786
DOMESTIC EQUITY FUNDS, RESPECTIVELY.

TO OUR SHAREHOLDERS,

      James  Bond,  Agent 007,  likes to  frequent  posh  casinos  in  glamorous
locales. He dresses in black tie, drinks his signature vodka martini shaken, not
stirred,  and flirts with  members of the  opposite  sex while  frustrating  his
antagonist  with his  gaming  skills.  Bond must be very good at these  games of
chance because he always wins in the end. More than a few investors seem to view
the stock market as a game of chance these days. Indeed, there are seasoned pros
that have defected to the "growth at any price"  momentum  party,  blaming their
poor results on their textbook valuation disciplines. As you may have read, some
high  profile  mutual  fund and hedge  fund  managers  simply  closed up shop or
retired,  echoing the "no mas" comments of the colorful boxer Roberto Duran,  as
he was being badly beaten by Sugar Ray Leonard.

      Is it possible  that the  newcomers to the  momentum  party do not realize
their predicament now that they have decided to gamble, instead of invest, their
clients'  assets?  On the one  hand,  if the  stock  market  really is a game of
chance,  then unlike  James Bond,  they will most likely  lose.  They may be the
greater  fools.  On the other hand, if the stock market is not a game of chance,
then  having  abandoned  their  valuation  disciplines,  they will lose as money
gravitates to the cheap old economy stocks they recently sold. To be sure, these
are unusual times and there are many questions that need to be addressed.  It is
a good time to assess the outlook for growth stocks from my  perspective  as the
portfolio manager of The Gabelli Growth Fund.

- --------------------------------------------------------------------------------
PAST  PERFORMANCE  IS NO GUARANTEE OF FUTURE  RESULTS.  Morningstar  proprietary
ratings reflect  historical  risk adjusted  performance as of March 31, 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>           <C>
  2000:   Net Asset Value ........    $50.10        --          --           --            --
          Total Return ...........      7.7%        --          --           --            --
- ----------------------------------------------------------------------------------------------------
  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 - MARCH 31, 2000 (A)

   1  Year ....................................... 44.75%
   5  Year ....................................... 34.25%
   10 Year ....................................... 21.43%
   Life of Fund (b) .............................. 21.60%
- ----------------------------------------------------------------
                       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 course of reviewing  our outlook we will look at the  economy,  the
stock and bond  markets in general and some of our  holdings in  particular.  We
will  update you on some of the  changes we have made in the  portfolio.  Before
embarking down this journey on the murky and dangerous Pundit River, let me warn
you about the current state of Wall Street punditry. I know it is a bull market,
but when it  comes to  pundits  trying  desperately  to  defend  the  valuations
accorded the so-called "new economy" stocks,  I have never,  ever, heard so much
bull in my life.

      I would like to  clarify a few  issues  before  moving  on.  First,  it is
possible  to  be a  growth  stock  investor  without  succumbing  to  the  fatal
attraction of momentum  investing.  Second, some growth stocks serve double duty
as value  stocks,  and vice versa.  Third,  some  stocks are neither  growth nor
value.  Rather,  they  are  stylistic  orphans  that  do not  belong  in  either
discipline.  Finally,  there is a fundamental  difference  between investing and
speculating.  Most day traders are speculators. In due course most will fail. We
are investors and we believe  operating  earnings and valuations  matter. It may
surprise some of you but being a growth stock  investor does not mean you ignore
valuations.  Investors with no price discipline have exaggerated returns in both
directions.  Few have the  stomach  for the  periodic  plunges  of the  priciest
stocks.

INVESTMENT PERFORMANCE

      For the first quarter ended March 31, 2000, The Gabelli Growth Fund's (the
"Fund")  total return was 7.72%.  The Standard and Poor's  ("S&P") 500 Index and
the Lipper  Large-Cap  Growth Fund Average had total returns of 2.29% and 8.49%,
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 44.75% over the twelve  months  ended March 31,  2000.  The S&P 500 Index and
Lipper Large-Cap Growth Fund Average rose 17.93% and 38.08%, respectively,  over
the same twelve-month period.

      For the  ten-year  period  ended March 31,  2000,  the Fund's total return
averaged  21.43%  annually,  versus  average  annual total returns of 18.82% and
20.07%  for the  S&P  500  Index  and  Lipper  Large-Cap  Growth  Fund  Average,
respectively. Since inception on April 10, 1987 through March 31, 2000, the Fund
had a cumulative  total return of 1,167.07%,  which equates to an average annual
total return of 21.60%. Our direct  shareholders total 78,274 and net assets are
$3.7 billion as of March 31, 2000.

ECONOMIC BACKGROUND

      You do not need me to tell you the  economy is strong.  You found that out
when you wanted to remodel the powder room. Perhaps you tried to book a vacation
at a popular spot.  Have you noticed  neighborhood  real estate  prices  rising?
During the last week in March,  jobless  claims fell to their lowest level since
1973. In last year's fourth quarter, "real" Gross Domestic Product (GDP) grew at
a 7.3% annual rate,  the highest  level since the 9.0% rate in the first quarter
of 1984. Oil prices hit 9-year highs during the first quarter, although this can
be explained by OPEC's reduction in supply.

                                        3

<PAGE>

      As you know,  Federal  Reserve  Chairman Alan Greenspan  wants to slow the
economy to a more "sustainable"  rate.  Therefore,  he has now raised short-term
interest  rates 5 times in the last 9 months.  Growth stocks have  typically not
done well during periods of strong economic growth. Historically, strong GDP was
associated  with robust  cyclical  profit  gains and the  "cyclicals"  performed
smartly.  This may well  happen but it has not yet.  It may be due to the notion
that economic growth is being driven by the information technology sector of the
economy. While housing,  autos and retail sales remain important,  they may have
taken a back seat to  technology-related  spending.  The narrowness of the stock
market advance,  until recently,  would be consistent with just such an economy.
It also explains why growth stock investors that shun technology have struggled.
Outside   of  the  sweet   spot  of  the   economy,   encompassing   technology,
telecommunications and media, there has been little to cheer about.

      A broadening of economic  growth would seem to have positive  implications
for a broadening of the stock market rally.  This is not  necessarily a positive
for growth stock  investors.  They are exposed to high  valuations in technology
stocks and are largely absent from the more cyclical sectors of the market. From
my vantagepoint,  the ideal outcome has Alan Greenspan  successfully slowing the
economy to a sub 4% rate in terms of real GDP, encouraging investors to stay the
course.  While some money may depart the highest expectation stocks, most growth
issues, including pharmaceuticals, media, telecommunications, financial services
and technology, should prosper.

THE STOCK MARKET

      Alan Greenspan has  soft-pedaled  his desire to lower stock prices,  while
targeting his rhetoric  against the so-called  "wealth  effect"  associated with
rising share  prices.  Most  investors  ignored him until  recently as over $100
billion flowed into equity mutual funds in the first quarter, including a record
$53 billion in February.  Many believe you can easily earn a return in excess of
potential bond returns, about 6%, with no need to fret over the possibility of a
major stock market correction. They have been rewarded for buying the "dips" and
like smart  hamsters,  they  continue  to act  accordingly.  With every dip they
bought more of the same stocks,  driving their prices to irrational  levels. The
hamsters  saw their  investments  soar in value.  Unfortunately,  many  hamsters
started  acting  pig-like,  consuming  ever more  quantities of those tasty tech
stocks with borrowed funds.  Of course,  when you combine  unseasoned  investors
with leverage and speculative  stocks you get a cocktail for chaos. The ultimate
lesson for the hamsters, the pigs and the market technicians that egged them on,
is that earnings and valuations really do matter. Ignore them at your peril.

      While it is true that  many  "value"  stocks  did not  participate  in the
market's advance over the last year to the same degree as the tech favorites, it
is also true that many growth stocks were neglected as well.  This includes most
of the drug and financial  services stocks as well as some traditional media and
retailing issues.  Not all "growth" stocks became  expensive.  At the same time,
many of the "new economy" stocks were and are expensive.  Furthermore,  many new
public  companies  that have captured the  imaginations  of investors are highly
speculative  venture capital class  companies.  Many investors do not appreciate
the  difference  in the  risk  profile  between  a stock  selling  at 600  times
REVENUES, like Red Hat

                                        4

<PAGE>

did last quarter,  and IBM, which sells at 24 times  EARNINGS.  In the long run,
the market does a good job of  rationalizing  stock  prices.  Investors who make
little, if any, attempt to understand the mathematical logic of stock valuations
become frighteningly lost in a bear market environment.

      You may  recall an  analysis  we shared  with you 12 months ago on America
Online,  otherwise  known as AOL.  We were trying to make the point that AOL was
already  an  expensive  stock and  would not be the best use of your  investment
dollars at that time.  AOL had a market  value of $140  billion.  I argued  that
buying The Home Depot and Sun  Microsystems  for the same price made more sense.
If you wanted additional diversification, I argued you should buy Merrill Lynch,
CBS,  McGraw-Hill,  The New  York  Times,  Tiffany's,  Northern  Trust,  Marsh &
McLennan and Gannett.  For $140 billion you had three distinct choices.  Had you
picked AOL,  your $140  billion was worth $138  billion as of April 13. The Home
Depot and Sun Microsystems investment grew from $140 billion to $270 billion. If
you bought the package of 8 old economy companies your $140 billion grew to $170
billion.  We also argued that Charles  Schwab  stock,  which we had just sold at
over 100 times earnings,  was over priced relative to Merrill Lynch,  which sold
for 15 times  earnings.  Over the last  year,  Schwab's  stock is down 34% while
Merrill's  is up  20%.  We also  poked  fun at the $17  billion  value  accorded
Priceline,  whose value  declined  by $7 billion in the past year.  We prefer to
invest in growth stocks where the growth in earnings is likely to be accompanied
by an expanding, not contracting, price earnings multiple.

PORTFOLIO HIGHLIGHTS

      Given our preference  for growth stocks with  defensible  valuations,  the
unprecedented  rise in technology  stocks during the last six months moved us to
taking profits during the first few months of the year. During the first quarter
we reduced our investment in a number of companies  including Texas  Instruments
(up 65% during the quarter),  Corning (up 50%),  Cisco Systems (up 44%), and Sun
Microsystems  (up 21%).  These were big  winners in 1999 as well.  Other  stocks
trimmed  during the first quarter  included  Qualcomm,  EMC,  Amgen and The Home
Depot.  Time Warner,  which is being  acquired by AOL, was also  trimmed.  To be
frank, I never thought in my wildest dreams that I would see stocks soar to such
levels with such speed.  Taking profits was an easy  decision.  I appreciate the
desire to avoid  capital  gains taxes and I am pleased  that  roughly 80% of all
realized gains this year are long term.

      Proceeds  from the sales were  invested in stocks with better  risk/reward
profiles.  We added to financial services companies such as Mellon, State Street
and Marsh & McLennan.  We increased  our  investment  in drug stocks such as Eli
Lilly, Schering-Plough, Johnson & Johnson, Merck, Bristol-Myers and Abbott Labs.
We bought back  Gillette at about one half the price we sold it for last Spring.
We bought back some Disney. We bought undervalued telecommunications stocks such
as Bell Atlantic, BellSouth, Sprint and US West. We even bought some of the less
expensive technology stocks such as Dell Computer, Apple Computer and Tellabs.

      Some mega  deals  were  completed  during  the first  quarter  and  others
surfaced involving our holdings. These are large strategic deals. Pfizer won the
battle for Warner-Lambert,  which has been one of our major holdings for several
years (we also own Pfizer), creating arguably the best drug

                                        5

<PAGE>

company in the world.  Vodafone,  which we own,  won the battle for  Mannesmann,
giving birth to the largest wireless  telephone  operator in the world by a wide
margin.  Time  Warner  shareholders,  like us,  benefited  from the  pending AOL
takeover.  As Tribune  shareholders,  we applaud the  company's  move to acquire
Times Mirror and build a national media  powerhouse.  As US West shareholders we
support  their  acquisition  by  Qwest  and are  excited  about  their  combined
prospects.

LOOKING AHEAD

      Our mission remains the same. We seek to build a diversified  portfolio of
America's greatest  established growth companies using our valuation  discipline
to reduce price risk. Market volatility, whether good or not, is unavoidable. At
the risk of crying wolf, I ask you again to keep your expectations down for this
year. While we can be optimistic  regarding the relatively strong profit outlook
for the  balance of the year,  we can't  predict  with  certainty  how the stock
market  drama  unfolds.  In the short run,  profits and stock prices can move in
opposite  directions.  Since we will not  engage in the  loser's  game of market
timing,  we expect the Fund to move in the same direction as the overall market,
be it up or down. Fasten your seat belts.

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.

CISCO  SYSTEMS INC.  (CSCO - $77.3125 - NASDAQ) 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 earnings growth for this year and next.

CLEAR CHANNEL  COMMUNICATIONS INC. (CCU - $69.0625 - NYSE) is one of the top two
radio  broadcasters  along with Infinity  Broadcasting  (80% owned by CBS).  The
company  is also a leader in  outdoor  advertising.  Both  markets  are  strong,
reflecting the growing  national  economy and heavy  advertising by new Internet
companies  as they  strive to develop  brand  awareness.  Radio ad rates are low
compared to other media such as  television  and  newspapers,  which gives radio
operators some pricing protection.

EMC CORP. (EMC - $125.00 - NYSE) is the leading provider of enterprise wide data
storage products. Storage has become a high growth market in today's information
based economy.  Electronic  commerce requires massive amounts of storage,  which
has  given  EMC a  tremendous  business  opportunity.  We  believe  EMC  is  the
technology  leader in enterprise  storage  (competitors are IBM, Hitachi and Sun
Microsystems)  and is leading the field in  introducing  Storage  Area  Networks
("SANs").  EMC is the vendor of choice for Internet Service  Providers,  just as
Cisco is for  routers  and Sun  Microsystems  is for Client  Servers.  We expect
continued strong earnings growth in the foreseeable future.

                                        6

<PAGE>

HOME DEPOT INC. (HD - $64.50 - NYSE)  continues to increase  market share in the
home improvement  retailing segment, in which it is the leader by a wide margin.
HD does not rest on its laurels.  The company is testing a smaller  format store
known as Villager's  Hardware,  which competes with small hardware  stores.  The
company  continues  to roll  out  Expo  Design  Centers  and is  expanding  into
institutional  facilities  maintenance.  Finally,  the company is  developing an
Internet  sales  facility,  which  will  leverage  the  company's  brand  beyond
traditional retail outlets.

INTEL  CORP.   (INTC  -  $131.9375  -  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.  We expect earnings to continue growing based
on continued mid-teen growth in personal computer  shipments.  The company is an
integral member of the information revolution.

INTERNATIONAL  BUSINESS  MACHINES  CORP.  (IBM -  $118.00  - NYSE) is a  leading
supplier  of  hardware,  software  and  outsourcing  services  for the  computer
industry.  Over 60% of the company's  revenues now come from  relatively  higher
margin  software and service  businesses.  The company is well  positioned as an
electronic  commerce  solutions  provider,  which also  provides  a platform  to
cross-sell  the  company's  many  products.  With Y2K  behind  it, we expect the
company to continue to grow earnings per share going forward.

MARSH & MCLENNAN  COMPANIES INC. (MMC - $110.3125 - 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 solid  overall
growth  based on continued  strong  results at Putnam,  albeit  slower than last
year,  and  some  modest  improvement  in the  company's  traditional  insurance
brokerage business.

MELLON  FINANCIAL  CORP.  (MEL -  $29.50  - NYSE)  is one of the  largest  asset
managers in the country.  In addition to the bank's asset  gathering  arm, their
Dreyfus  and Boston  Company  subsidiaries  continue  to grow and  prosper.  New
management is shedding  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.  The bank prefers to remain independent
but it is an attractive property to all the financial services companies seeking
to boost their asset management businesses.

NORTHERN  TRUST  CORP.  (NTRS - $67.5625  - NASDAQ) is one of an elite  group of
institutions  with a major presence in the wealth management market for high net
worth individuals and families. The company has established a network of offices
in the primary  wealth  markets  across the country (Palm Beach,  Beverly Hills,
etc...) and  continues to build its fee income in a  methodical  way. We believe
earnings  will continue to grow,  powered by growth in assets under  management,
which  exceed  $200  billion.  We regard  NTRS as a trophy  property  within the
banking sector.

                                        7

<PAGE>

STATE  STREET  CORP.  (STT - $96.875 - 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 $574  billion
under  management.  The  company  is  focused  on these two  business  lines and
recently  exited the  corporate  lending  business  altogether.  We believe this
enhances the company'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.

TEXAS INSTRUMENTS INC. (TXN - $160.00 - NYSE) is the largest provider of digital
signal  processors  ("DSPs"),  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 a rate in excess of 20% in
the foreseeable future.

WARNER-LAMBERT CO. (WLA - $97.50 - NYSE) is a diversified  consumer products and
pharmaceutical company. Pfizer, also held by the Fund, won the battle to acquire
Warner,  besting  American  Home  Products  and Procter & Gamble.  The  combined
company will have a research budget in excess of $3 billion. Business trends are
strong and we expect the new  enterprise  to grow earnings  significantly  going
forward.

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.

INTERNET

      You   can   now   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 send us e-mail at [email protected].

IN CONCLUSION

      So how do we summarize the state of the stock market in general and growth
stocks in  particular?  I believe we have  witnessed a speculative  stock market
bubble of historic proportions. The bubble was largely concentrated in Internet,
technology and biotechnology  related stocks. Many individual stocks in both the
growth and value camps did not participate in this "new economy" celebration and
are good investment values. We avoided the speculative "dot.com" stocks in favor
of established  growth  companies  with real earnings,  liquidity and defensible
valuations.  When their valuations  became  excessive we sold,  taking over $400
million of profits early in the year, the vast

                                        8

<PAGE>

majority of which,  about 80%,  are long term gains for tax  purposes.  Proceeds
were  reinvested in large  established  growth  companies with valuations we can
mathematically defend.

      The outlook for our companies'  earnings has rarely, if ever, been better.
We should not forget that weakness in the market's "new economy" darlings should
temper Alan Greenspan's appetite for tightening monetary policy further. Indeed,
the  overall  stock  market may need to see the  destruction  of the  "dot.coms"
before  resuming its historical  trajectory,  which is tied to rising  earnings.
Experience tells us that difficult stock market  environments create exceptional
opportunities for long term investors. Stay the course.

      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

                                                     HOWARD F. WARD, CFA
                                                     Portfolio Manager

April 14, 2000
- --------------------------------------------------------------------------------
                                TOP TEN HOLDINGS
                                 MARCH 31, 2000
                                ----------------

    Intel Corp.                                  Mellon Financial Corp.
    State Street Corp.                           Warner-Lambert Co.
    International Business Machines Corp.        Tellabs Inc.
    Home Depot Inc.                              Texas Instruments Inc.
    Marsh & McLennan Companies Inc.              US West 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 -- MARCH 31, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------
                                                        MARKET
     SHARES                                              VALUE
     ------                                              -----
              COMMON STOCKS -- 98.8%
              BROADCASTING -- 3.8%
  1,110,600   CBS Corp.+ .........................  $ 62,887,725
  1,141,600   Clear Channel Communications Inc.+      78,841,750
                                                   -------------
                                                     141,729,475
                                                   -------------
              BUSINESS SERVICES -- 4.3%
  1,205,000   Automatic Data Processing Inc. .....    58,141,250
  1,438,100   Interpublic Group of Companies Inc.     67,950,225
    372,000   Omnicom Group Inc. .................    34,758,750
                                                   -------------
                                                     160,850,225
                                                   -------------
              CABLE -- 0.8%
    640,000   Comcast Corp., Cl. A, Special ......    27,760,000
                                                   -------------
              COMMUNICATIONS EQUIPMENT-- 11.9%
    861,000   Cisco Systems Inc.+ ................    66,566,062
    240,000   Corning Inc. .......................    46,560,000
    900,000   Lucent Technologies Inc. ...........    54,675,000
    600,000   Motorola Inc. ......................    85,425,000
    360,000   Nokia Corp., Cl. A, ADR ............    78,210,000
     88,000   Qualcomm Inc.+ .....................    13,139,500
  1,570,000   Tellabs Inc.+ ......................    98,885,469
                                                   -------------
                                                     443,461,031
                                                   -------------
              COMPUTER HARDWARE -- 9.7%
    625,000   Apple Computer Inc.+ ...............    84,882,812
  1,190,000   Dell Computer Corp.+ ...............    64,185,625
    320,000   Hewlett-Packard Co. ................    42,420,000
  1,140,000   International Business Machines Corp.  134,520,000
    390,000   Sun Microsystems Inc.+ .............    36,544,219
                                                   -------------
                                                     362,552,656
                                                   -------------
              COMPUTER SOFTWARE AND SERVICES-- 2.4%
    300,600   Computer Sciences Corp.+ ...........    23,784,975
    340,000   EMC Corp.+ .........................    42,500,000
    205,000   Microsoft Corp.+ ...................    21,781,250
                                                   -------------
                                                      88,066,225
                                                   -------------
              CONSUMER PRODUCTS -- 0.8%
    750,000   Gillette Co. .......................    28,265,625
                                                   -------------
              ELECTRONICS -- 6.7%
  1,170,000   Intel Corp. ........................   154,366,875
    603,000   Texas Instruments Inc. .............    96,480,000
                                                   -------------
                                                     250,846,875
                                                   -------------
              ENTERTAINMENT -- 2.8%
    700,000   Disney (Walt) Co. ..................    28,962,500
    695,000   Time Warner Inc. ...................    69,500,000
     90,000   Viacom Inc., Cl. B+ ................     4,747,500
                                                   -------------
                                                     103,210,000
                                                   -------------
              FINANCIAL SERVICES-- 14.3%
  1,153,500   Marsh & McLennan Companies Inc. ....   127,245,469
  3,881,000   Mellon Financial Corp. .............   114,489,500
    445,000   Merrill Lynch & Co. Inc. ...........    46,725,000
  1,359,900   Northern Trust Corp. ...............    91,878,244
  1,464,400   State Street Corp. .................   141,863,750
    253,500   T. Rowe Price Associates Inc. ......    10,013,250
                                                   -------------
                                                     532,215,213
                                                   -------------
              HEALTH CARE -- 14.0%
    910,000   Abbott Laboratories ................    32,020,625
    648,000   Amgen Inc.+ ........................    39,771,000

                                                        MARKET
     SHARES                                              VALUE
    -------                                              -----
    942,000   Baxter International Inc. ..........  $ 59,051,625
    834,000   Bristol-Myers Squibb Co. ...........    48,163,500
    677,000   Johnson & Johnson ..................    47,432,312
    880,000   Lilly (Eli) & Co. ..................    55,440,000
    871,000   Merck & Co. Inc. ...................    54,110,875
  1,069,000   Pfizer Inc. ........................    39,085,312
  1,045,000   Schering-Plough Corp. ..............    38,403,750
  1,094,000   Warner-Lambert Co. .................   106,665,000
                                                   -------------
                                                     520,143,999
                                                   -------------
              PUBLISHING -- 6.4%
    711,000   Dow Jones & Co. Inc. ...............    51,058,688
    690,000   Gannett Co. Inc. ...................    48,558,750
    500,000   Knight-Ridder Inc. .................    25,468,750
    884,000   McGraw-Hill Companies Inc. .........    40,222,000
    958,000   New York Times Co., Cl. A ..........    41,134,125
    875,000   Tribune Co. ........................    31,992,188
                                                   -------------
                                                     238,434,501
                                                   -------------
              RETAIL -- 7.0%
  2,001,577   Home Depot Inc. ....................   129,101,717
  1,054,000   Lowe's Companies Inc. ..............    61,527,250
    844,200   Tiffany & Co. ......................    70,596,225
                                                   -------------
                                                     261,225,192
                                                   -------------
              SATELLITE -- 1.7%
    500,000   General Motors Corp., Cl. H+ .......    62,250,000
                                                   -------------
              SPECIALTY CHEMICALS-- 1.3%
    920,000   Monsanto Co. .......................    47,380,000
                                                   -------------
              TELECOMMUNICATIONS-- 9.6%
    790,000   Bell Atlantic Corp. ................    48,288,750
    880,000   BellSouth Corp. ....................    41,360,000
  1,780,000   MCI WorldCom Inc.+ .................    80,656,250
    900,000   SBC Communications Inc. ............    37,800,000
    895,000   Sprint Corp. .......................    56,385,000
  1,285,000   US West Inc. .......................    93,323,125
                                                   -------------
                                                     357,813,125
                                                   -------------
              WIRELESS COMMUNICATIONS -- 1.3%
    840,000   Vodafone AirTouch plc, ADR .........    46,672,500
                                                   -------------
              TOTAL COMMON STOCKS ................ 3,672,876,642
                                                   -------------
  PRINCIPAL
   AMOUNT
   ------
              U.S. GOVERNMENT OBLIGATIONS -- 1.4%
$52,850,000   U.S. Treasury Bills,
                 5.86% to 6.03%++,
                 due 04/20/00 to 04/27/00 ........    52,639,032
                                                   -------------
              TOTAL INVESTMENTS -- 100.2%
                 (Cost $2,687,873,114) ........... 3,725,515,674
              OTHER ASSETS AND
                 LIABILITIES (NET)-- (0.2)% ......     (5,595,057)
                                                   --------------
              NET ASSETS -- 100.0%
                 (74,248,109 shares outstanding)  $3,719,920,617
                                                   ==============
 ------------------------
    +    Non-income producing security.
    ++   Represents annualized yield at date of purchase.
    ADR - American Depositary Receipt.

                                        10
<PAGE>

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(SM) 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.
- --------------------------------------------------------------------------------
GAB406Q100SR


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