GABELLI GROWTH FUND
N-30D, 2000-03-03
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                             THE GABELLI GROWTH FUND

                                  ANNUAL REPORT
                                DECEMBER 31, 1999

                          [Graphic of 5 stars ommitted]

             MORNINGSTAR RATED(TM) GABELLI GROWTH FUND 5 STARS OVERALL AND FOR
            THE THREE-YEAR  PERIOD ENDED  12/31/99  AMONG 3469  DOMESTIC  EQUITY
              FUNDS, AND FOR THE FIVE AND TEN-YEAR PERIODS ENDED 12/31/99
                AMONG 2180 AND 770 DOMESTIC EQUITY FUNDS, RESPECTIVELY.

                                                  [Photo of Howard Ward omitted]
                                                                     HOWARD WARD

TO OUR SHAREHOLDERS,

      Whether  you  believe in global  warming or not - I do - the  climate  for
growth stocks,  especially  those in the technology  sector,  was white hot last
year.  If  you  were a  statistician,  you  would  have  to  note  the  positive
correlation between rising technology stock prices and global temperatures.  So,
just how hot were technology stocks last year? Well, a year ago, the top selling
holiday gift was a "Furby" doll.  This year it was shares of Qualcomm,  the only
stock I have ever seen, let alone owned,  that rose 100 points between breakfast
and lunch.  You knew it was coming.  Kids are  growing up too fast.  They do not
want Barbie  dolls,  Red Racer  sleds,  GI Joes,  HO train sets,  Erector  sets,
Lincoln Logs and Matchbox  racing cars.  They want Qualcomm,  Sun  Microsystems,
EMC,  Cisco  Systems,  Texas  Instruments  and Nokia.  Toys 'R' Us should become
Stocks 'R' Us. Mattel should launch The Barbie Fund. Of course,  stocks are good
gifts. You do not have to assemble them and they do not need batteries.  Today's
youngsters,  weaned  on  CNBC  instead  of  Captain  Kangaroo,  are  financially
sophisticated.  It did not  used to be this  way.  Stocks  were  something  that
fathers talked about between  rounds of golf. My dad has strong  memories of the
Depression and has always been conservative.  He has always favored the security
of bonds.  When I was in grade  school he used to  lecture  me on "the  power of
compound interest." I would get all pumped up walking to the corner bank with my
savings  book to ask the  teller  to  update my  "compound"  interest  earnings.
Visions of a new Schwinn  ten-speed  bicycle  danced  powerfully in my mind. The
"power" my father talked about translated into about $2.35

- --------------------------------------------------------------------------------
PAST  PERFORMANCE  IS NO GUARANTEE OF FUTURE  RESULTS.  Morningstar  proprietary
ratings reflect historical risk adjusted performance as of December 31, 1999 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>
<TABLE>
<CAPTION>

INVESTMENT RESULTS (a)
- ---------------------------------------------------------------------------------------------------------------
                                                                          QUARTER
                                                  -------------------------------------------
                                                    1ST         2ND         3RD         4TH          YEAR
                                                    ---         ---         ---         ---          ----
<S>                                               <C>         <C>         <C>          <C>           <C>

  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 - DECEMBER 31, 1999 (A)

   1   Year .................  46.25%
   5   Year .................  33.82%
   10  Year .................  20.29%
   Life of Fund (b)..........  21.35%
- --------------------------------------------------------------------
                     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>

            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
                  THE GABELLI GROWTH FUND AND THE S&P 500 INDEX

[Line Graph omitted--plot points as follows]

                    Gabelli Growth Fund           S&P 500 Index
                    -------------------           -------------

4/10/87                  $10,000                    $10,000
12/87                      9,510                      8,490
                          13,238                      9,891
12/89                     18,546                     13,016
                          18,175                     12,612
12/91                     24,409                     16,459
                          25,507                     17,282
12/93                     28,389                     19,027
                          27,424                     19,274
12/95                     36,380                     26,521
                          43,449                     32,289
12/97                     61,958                     43,071
                          80,421                     55,432
12/99                    117,616                     67,089

*PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

per month in my case.  Some  "power".  If I was growing up today - some say it's
not too late - I might  bypass the "power" of compound  interest in favor of the
power of growth stocks and a little  margined day trading.  Today's parents need
to keep a watchful eye.  Maybe you have read the stories of good kids that start
out innocently  buying a few books online.  Soon they are into CDs and then they
hit the online auction sites. Before you know it, they crave more excitement and
move up to online stock trading. You know the rest.

      Speaking of success,  1999 was our most  successful  year ever in terms of
absolute  and relative  returns,  as The Gabelli  Growth Fund rose  46.25%.  Our
benchmark,  the Standard and Poor's 500 Index,  rose 21.03%. No one expected the
market to exhibit such strength, supporting our policy of not engaging in market
timing.  It was a  banner  year for  "active"  portfolio  managers  like us that
traffic in growth  stocks.  Advocates of "passive"  management  or indexing have
been silenced. A number of actively managed funds,  including ours, trounced the
major indices (you cannot always be humble.) The Fund has  outperformed  the S&P
500 on a one, two,  three,  five and ten-year  basis.  It has also  outperformed
since  inception  in April of 1987.  We do not want to gloat but we get tired of
hearing and reading about the wisdom of indexing.  Over the past five years,  we
have beaten the S&P 500 by over 500 basis  points  compounded  annually.  As for
those "unmanaged"  indices, you should know that America Online and Yahoo, among
others, were added to the S&P 500 last year at pretty high price levels.  Across
town,  the folks that  "manage" the  "unmanaged"  Dow Jones  Industrial  Average
decided to add Home Depot, Microsoft,  Intel and SBC Communications to the "blue
chip" index while giving the boot to Chevron, Sears, Union Carbide and Goodyear.
We remember  when Chrysler was kicked out of this  exclusive  club of 30. It was
right at the stock's bottom. That said, we enter the new century feeling

                                        3

<PAGE>

a need to lower your expectations for this stock market filled with helium.  The
market leaders of the past year are not cheap and a reality check is past due.

      In last quarter's report we stated  "Microsoft's  best days as a stock are
behind it". That should not be a shocking  statement  what with the stock having
climbed  from 1 to 100 in the past  decade.  The law of large  numbers is a real
hurdle for "Mister  Softee".  With a market value of about $560  billion,  a 10%
increase in the share price is an extra $56 billion in  appreciation.  That is a
sum that  equals or exceeds  the value of entire  companies  such as  McDonalds,
Pepsico and General Motors.  That said, it might not be bad for  shareholders if
the government forces the company to split up. The jury is most assuredly out on
that question. But the company's component pieces may grow faster as independent
companies relieved of a market capitalization that seems too big to grow rapidly
from this level.  Microsoft will be a formidable  competitor and grow at a nice,
if less fantastic, rate for years to come no-matter what form the company takes.
But the rules of the game have changed,  which is to say,  "Mister Softee" is no
longer setting them.

INVESTMENT PERFORMANCE

      For the fourth  quarter ended December 31, 1999, The Gabelli Growth Fund's
(the "Fund") total return was 26.06%.  The Lipper  Large-Cap Growth Fund Average
and  Standard  and  Poor's  ("S&P")  500 Index had total  returns  of 26.53% and
14.87%,  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 46.25% for 1999.  The Lipper  Large-Cap  Growth Fund Average and S&P
500 Index  rose  38.02% and  21.03%,  respectively,  over the same  twelve-month
period.

      For the ten-year  period ended  December 31, 1999, the Fund's total return
averaged  20.29%  annually  versus  average  annual total  returns of 19.44% and
18.19%  for the  S&P  500  Index  and  Lipper  Large-Cap  Growth  Fund  Average,
respectively.  Since inception on April 10, 1987 through December  31,1999,  the
Fund had a cumulative  total return of  1,076.28%,  which  equates to an average
annual  total  return of 21.35%.  Our direct  shareholders  total 71,677 and net
assets are $3.2 billion as of December 31, 1999.

ECONOMIC BACKGROUND

Economics used to be known as "the dismal  science." Maybe it should be known as
"the mad science." Of course,  it's not really a science at all but a collection
of  theories  that  cannot  be proven in a  laboratory.  It is also a  "science"
subject to regular  change.  Most  economists,  including  Federal Reserve Board
Chairman  Greenspan,  have been  surprised  at the duration of this period of no
inflation  prosperity.  It will not last forever. Some challenges are surfacing,
such as oil prices,  which recently hit nine-year highs.  Additionally,  housing
prices have started to accelerate and we can be thankful that the Consumer Price
Index ("CPI") does a poor job of capturing this change.  Consumer  confidence is
at record  highs (32 years of data) and retail sales were strong as 1999 entered
the history books. With an

                                        4

<PAGE>

unemployment  rate as low as 4% it seems likely that wage rates will move higher
if the economy does not slow.

      Then we have the stock market. Some argue we have seen a massive inflation
of financial assets that will soon spill over into the real economy.  We get the
feeling that "Greenspan and Co." would like the stock market to rest. They would
also like to slow the economy to a level of more "sustainable" growth,  whatever
that  is.  So we can  expect  at least  one,  if not  more,  Fed  interest  rate
tightenings.  I think  the  "G-Man"  wants to  arrest  the bull and  sedate  the
economy.  Therefore,  the economy will slow by hook or crook and interest  rates
will  moderate.  Stocks  will  continue  to  exhibit a somewhat  scary  level of
volatility.  In the aggregate,  profits will look fine but expectations for some
of the "new economy"  companies will be tough to meet. Look for growth in "real"
Gross Domestic Product ("GDP") of 3% to 4%, although 5% is possible.  Cross your
fingers that inflation stays below 3%.  Incidentally,  whatever  happened to the
Y2K induced recession that some mad scientists were calling for?

THE STOCK MARKET

      Some  believe the stock market has adopted a "casino  mentality."  This is
not true.  The stock  market has adopted a mentality  borne in science  fiction.
Internet stocks are priced in the "Twilight Zone". Where is Rod Serling when you
need him?  After all,  isn't it  stories  and dreams  that drive  stock  prices?
Sometimes it seems as if it is. Some say stocks rise after Wall Street  analysts
go public with higher price targets for their stocks.  I know I witnessed that a
few times in December. Technicians say stocks go up after they go up and only go
down after they go down. How can you argue with that logic? Others say stocks go
up after  companies  announce stock splits.  Although I continue to favor banana
splits over stock splits,  people sure do get excited about owning 200 shares of
a $50 stock instead of 100 shares of a $100 stock. Sometimes, stocks go up after
companies  announce  they are issuing  "tracking"  stocks of their most valuable
assets.  This too, can work, even though it has no impact on revenues,  earnings
or assets.  Surely  stocks rise after they are added to an index such as the S&P
500, forcing the indexers to buy their shares. We have all seen that.  Confusing
isn't it? As market  watchers  know,  in the short run,  all of the above may be
true. In the short run,  stocks may rise or fall for frivolous or truly marginal
reasons.

      Fortunately, in the long run, stocks tend to follow a company's underlying
growth  in  earnings  or  assets.  This  gives  rise to a  profession  known  as
securities analysis and the related art of portfolio management.  Interest rates
are also  important  in  establishing  stock  market  values,  as are tax rates,
expected rates of inflation and confidence in a country's long term  prosperity.
Yes, I know there are other variables but these are the "biggies".  Mechanically
speaking,  stocks go up because  investors  are buying  with a greater  sense of
urgency than those on the selling side of the trade. According to the Investment
Company  Institute  ("ICI"),  49% of households own stocks, up from 36% in 1992.
The average  investor is 47 years old and by definition is a "baby boomer".  The
average  stock  investor  has  household  income of $60,000,  compared  with the
national  average of about $33,000.  I believe the stock market will continue to
benefit  from the aging and relative  prosperity  of the baby boomer  bunch,  to
which I belong,  although there will be periodic  declines as the market adjusts
to changing circumstances.

                                        5

<PAGE>

      Some  market  observers  express  caution and  concern  over the  market's
prospects  because  of  record-high  valuations.   Indeed,  the  market  is  not
"dirt-cheap".  However, not all the stocks that we favor in the large cap growth
sector are pricey. Within our universe, there are a handful of essentially fully
priced issues,  mostly in the technology  sector. The point is that we can still
find good values in the market.  What's more, technology stocks are not the only
stocks  that go up.  However,  if the  market  is  fighting  the Fed and  higher
interest rates, then we could have a ground war with a lot of casualties. If the
"G-Man" can  perform the trick of slowing the economy and the stock  market with
one interest  rate  tightening,  maybe two, then I believe the baby boomer bunch
will buy stocks with enough  urgency to drive the market  higher.  You know I do
not  believe  in  market   timing,   so  you  should  not  dwell  on  my  market
prognostications. I don't. I do feel an obligation, however, to tell you to keep
your expectations in check.

PORTFOLIO HIGHLIGHTS

      The  highlight  reel from the  fourth  quarter  and the year was  lengthy.
Investors  ignored rising oil prices and interest rates,  preferring to focus on
strong profit  growth and continued low levels of overall  inflation as measured
by the  CPI.  The  keyword  for the  fourth  quarter,  if  there  was  one,  was
"wireless."  Reports  of  robust  sales of  wireless  handsets  and oh so bright
prospects  for wireless  data and Internet  access  created a feeding  frenzy as
investors  chased anything  remotely tied to the wireless world. Our investments
in Qualcomm (CDMA chipsets) and Nokia (handsets and infrastructure)  were two of
the most sought after wireless  darlings as the former rose four-fold during the
quarter  and the  latter  more than  doubled.  Of  course,  the  Internet  plays
continued to attract crowds, with Sun Microsystems  (client servers),  EMC (data
storage) and Cisco Systems (routers)  sharing center stage,  rising 67%, 53% and
56%  respectively.  Corning (fiber optics) was added to the portfolio and made a
nice contribution to our positive performance, showing a gain of 36%.

      Traditional  media  stocks had a solid  quarter  led by  holdings  such as
Comcast  (up 27%),  Time Warner (up 19%),  CBS (up 38%),  The New York Times (up
31%) and McGraw-Hill (up 27%). Our advertising agency stocks participated in the
rally with Interpublic Group rising 40% and Omnicom Group up 26%.  Additionally,
it was a good  quarter  for our brick and mortar  retailers  with Home Depot and
Tiffany each gaining about 50%. Even though interest rates rose, our holdings of
financial  services  stocks such as Marsh & McLennan (up 40%), T. Rowe Price (up
35%),  Merrill Lynch (up 24%) and Northern Trust (up 27%) put in a good showing.
The weak sector of the Fund was our drug stock  holdings.  Most of these  issues
were down for the quarter save Amgen (up 47%) and  Warner-Lambert  (up 23%).  As
you may know,  Warner-Lambert  is the  subject  of a takeover  battle  involving
American  Home  Products  and  Pfizer.  In fact,  Procter & Gamble has also been
involved in the fray. We added to our lagging drug stock investments  during the
quarter, feeling the group was undervalued.

      As some of you may recall, we have historically limited our investments in
a single  industry sector to 25% of the portfolio.  Technology  stocks ended the
year with a weighting in the S&P 500 Index (our  benchmark)  of close to 30%. We
want to avoid being structurally underweight in this important sector so we have
modified our  diversification  strategy somewhat.  The new ceiling is 25% of the
portfolio or a

                                        6

<PAGE>

weighting  relative  to the S&P 500  Index of 125%,  whichever  is  higher.  For
example,  if technology  represents  20% of the Index,  then we cannot go higher
than 25%. However, if technology  represents 30% of the Index, then we can go as
high as 30% times 1.25, or 37.8%. We believe this is the best option for keeping
the portfolio  diversified  without  forcing us to underweight an important area
for growth investors.  If technology stocks continue to gain a larger weighting,
say 40% of the Index, then we could have a performance  problem if we were stuck
at 25%.

LOOKING AHEAD

      While we do not know how long this  market  will  continue  to bless  some
pretty darn high, even ridiculous,  valuations for some stocks, we feel like the
market will lose its patience  pretty  quickly if interest  rates keep  drifting
higher. We strongly take issue with investors that ignore valuations and dismiss
the importance of earnings.  To do so is to court disaster. In my ever so humble
opinion,  many of today's  Internet  IPOs are sad excuses for public  companies.
What  amazes me is that so many  people  have been so  willing to invest so much
money in companies that lose so much money.

      Last year was a record  year for  mergers  and  acquisitions  by a country
mile.  Expect this trend to  continue.  Recent  merger  announcements  have been
gargantuan  in size and  strategic  in nature.  Some are  hostile.  Vodafone  is
battling for Mannesmann and Pfizer is fighting for  Warner-Lambert.  We have old
and new  telecommunications  (US West and Qwest), old and new financial services
(U.S.  Trust and  Schwab)  and the  recently  announced  old and new media (Time
Warner and AOL).  It is a global  economy  and  companies  are merging to expand
footprints,  leverage research,  buy technology and eliminate  competitors.  Any
company is game.

      While the list of growth  stocks  ripe for  picking is not as long as last
year's,  we can still find  attractively  priced  stocks.  Our ideal company has
strong double digit earnings  growth  prospects for several years and a price to
earnings  multiple with room to expand.  Our best investments of last year, such
as Sun  Microsystems,  Texas  Instruments  and EMC,  were just  such  companies.
Presently,  we are favoring some laggards among the drug, financial services and
telecommunications  sectors. Some of last year's strongest stocks should exhibit
solid  earnings  growth but it is asking too much to expect  their  multiples to
expand from here.

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 - $107.125 - 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 expect  significant  growth in earnings to continue
over the next few years.

                                        7

<PAGE>

CLEAR  CHANNEL  COMMUNICATIONS  INC. (CCU - $89.25 - NYSE) is one of the top two
radio  broadcasters,  along with  Infinity  Broadcasting  (which is 80% owned by
CBS).  The  company is also a leader in outdoor  advertising.  Both  markets are
strong,  reflecting  the good  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 a degree of pricing protection.  CCU is acquiring AMFM (AFM - $78.25 -
NYSE) (formerly Chancellor  Broadcasting),  which will further set Clear Channel
and Infinity apart as the heavyweights in the radio business.

EMC CORP. (EMC - $109.25 - 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  ("ISPs"),
just as Cisco is for routers  and Sun is for client  servers.  We expect  strong
double-digit growth in the foreseeable future.

HOME DEPOT INC.  (HD - $68.5625 - NYSE)  continues  to take 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,  Home Depot is  developing  an
Internet  sales   facility  that  will  leverage  the  company's   brand  beyond
traditional retail outlets.

INTEL  CORP.   (INTC  -  $82.3125  -  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 grow at a double-digit
rate based on continued mid-teen growth in personal computer shipments.

INTERNATIONAL  BUSINESS  MACHINES  CORP.  (IBM -  $108.00  - 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.  IBM is well positioned as an electronic
commerce  solutions  provider,  which also provides a platform to cross-sell the
company's many products.  We expect the company to grow earnings per share going
forward.

MARSH & MCLENNAN  COMPANIES INC. (MMC - $95.6875 - 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 to
continue based on sustained  strong  results at Putnam,  albeit slower than last
year,  and  some  modest  improvement  in the  company's  traditional  insurance
brokerage business.

                                        8

<PAGE>

MEDIAONE  GROUP  INC.  (UMG - $76.8125  - NYSE) is being  acquired  by AT&T (T -
$50.8125 - NYSE) as that company  continues to build and enhance its  facilities
to offer one stop shopping for telecommunications  services.  Upon completion of
the merger,  AT&T will become the nation's  largest provider of cable television
services.  Under the leadership of C. Michael Armstrong,  AT&T's growth rate has
begun to improve.  The company wants to expand beyond being just a long distance
provider. They are now a major provider of wireless  telecommunications services
(both cellular and PCS) and traditional landline long distance.  The new AT&T is
a major provider of cable television services and Internet  access.Additionally,
they will use the cable plant to offer local telephone service.

MELLON  FINANCIAL  CORP.  (MEL -  $34.0625 - 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  should  grow  as  the  year  progresses.  The  bank  prefers  to  remain
independent  but it is an attractive  property to financial  services  companies
seeking to boost their asset manager businesses.

NORTHERN  TRUST  CORP.  (NTRS - $53.00  -  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.

STATE  STREET CORP.  (STT - $73.0625 - NYSE) is a leading  provider of financial
services to mutual funds and other institutional  investors.  The company is the
third largest custodian of assets with $6 trillion under custody.  Additionally,
State Street 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.

SUN  MICROSYSTEMS  INC.  (SUNW -  $77.4375 - NASDAQ)  is a leading  provider  of
hardware and software for network based  distributed  computing  systems.  While
most of the company's revenue is derived from UNIX-based workstations and client
servers,  its JAVA  operating  software is gaining in  popularity  with software
writers.  Sun Microsystems has entered into a joint venture with America Online,
which  provides  SUNW with a platform  to enhance  its  presence  in  electronic
commerce.  As the top supplier of client  server  computers to Internet  Service
Providers ("ISPs"), SUNW is a major beneficiary of continued Internet growth.

TEXAS INSTRUMENTS INC. (TXN - $96.875 - 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

                                       9

<PAGE>

memory chip ("DRAM") cycle and defense businesses. We believe the digital signal
processor  ("DSP") chip business,  in which TXN is the leader,  will continue to
grow rapidly in the foreseeable future.

TIME WARNER INC. (TWX - $72.4375 - NYSE) owns one of the finest  collections  of
media  assets in the world.  In addition to being the largest  operator of cable
television  systems,  the  company is a leading  content  provider  through  its
ownership of CNN, Warner Brothers, HBO, Turner Broadcasting, The Cartoon Channel
and other premium and basic cable  networks.  Time Warner's media empire extends
to music and  publishing,  where it is a leader in both. The company's  business
fundamentals  are the best they have been in years with double  digit  growth in
operating cash flow expected to continue for the  foreseeable  future.  A merger
with America Online (AOL - $75.875 - NYSE) is pending.

WARNER-LAMBERT  CO. (WLA - $81.9375 - NYSE) is a diversified  consumer  products
and  pharmaceutical  company.  The  company is the  target in a takeover  battle
involving  American Home Products,  Pfizer and Procter & Gamble.  Warner-Lambert
shareholders  are the  winners in this  wrestling  match.  We expect to know the
outcome of the contest in the next couple of months.  In the meantime,  business
trends are strong, powered by the blockbuster drug, Lipitor.

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].

SHAREHOLDER MEETING

      We are pleased to report that the  shareholders of The Gabelli Growth Fund
overwhelmingly  approved the proposal to create additional classes of shares for
the  Fund.  The  creation  of new  classes  of  shares  provides  the Fund  with
distribution  alternatives that address the needs of various types of investors.
The offering of new classes of shares  should also enhance the potential for the
Fund to  attract  additional  investors  in a manner  that could  provide  added
benefits for all  shareholders  of the Fund.  The existing  class of shares have
been redesignated as Class AAA shares.  Presently, no introduction date has been
established for the new classes of shares. The offering of new classes of shares
will not  diminish  the ability of current  shareholders  to purchase and redeem
Class AAA shares at net asset value.

                                       10

<PAGE>

IN CONCLUSION

      We have a  Presidential  election  this year,  and it seems like there are
more "debates" than usual.  Unfortunately,  more people would rather watch Regis
(is there a Regis.com?)  give away money than hear our prospective  leaders take
shots at each  other.  Maybe  that is because  Presidential  debates do not seem
Presidential.  Perhaps  because of the strong  stock  market  and  economy,  and
relative  peace  in the  world,  the  questions  and  answers  seem  petty,  not
Presidential. Too many questions have to do with such major economic and foreign
policy issues as negative  campaigning,  college loans, gays in the military and
campaign finance reform.  The answers  frequently seem scripted.  The candidates
are not good  actors.  In a world of  sound  bites  and  video  clips,  they are
carefully  trying to project the right image.  Of course,  in the business world
image is important  too. The Silicon  Valley look  exemplified  by Steve Jobs of
Apple has become the dress code for high tech CEOs and Wall Street fund managers
that  want to  identify  with that  crowd.  You have  seen it.  They wear  black
turtlenecks  under black  jackets  with black  pants.  They look like  Greenwich
Village jazz musicians from the sixties. I am reminded of Bob Fosse, Hugh Hefner
and Steve McQueen. I have personally resisted this Wall Street move to e-fashion
and only hope it won't hamper our  performance.  If Alan Greenspan ever shows up
for his  Humphrey-Hawkins  testimony,  wearing  nothing  but  black,  then  sell
everything.

      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 omitted]

                                   HOWARD F. WARD, CFA
                                   Portfolio Manager

January 31, 2000

- ---------------------------------------------------------------------
                              TOP TEN HOLDINGS
                              DECEMBER 31, 1999
                              -----------------

         Home Depot Inc.                    EMC Corp.
         Marsh & McLennan Companies Inc.    Cisco Systems Inc.
         Sun Microsystems Inc.              MediaOne Group Inc.
         Texas Instruments Inc.             Warner-Lambert Inc.
         Time Warner Inc.                   State Street Corp.
- ---------------------------------------------------------------------

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.

                                       11

<PAGE>

THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                      MARKET
  SHARES                                                COST           VALUE
  ------                                                ----          ------

                COMMON STOCKS -- 98.2%
                BROADCASTING -- 5.0%
  1,110,600     CBS Corp.+ .....................    $ 35,119,378    $ 71,008,988
    986,600     Clear Channel
                  Communications Inc.+ .........      48,903,275      88,054,050
                                                    ------------     -----------
                                                      84,022,653     159,063,038
                                                    ------------     -----------
                BUSINESS SERVICES -- 5.9%
  1,135,000     Automatic Data
                  Processing Inc. ..............      35,664,218      61,148,125
  1,328,100     Interpublic Group
                  of Companies Inc. ............      35,241,346      76,614,769
    372,000     Omnicom Group Inc. .............      20,682,950      37,200,000
    145,000     Young & Rubicam Inc. ...........       4,575,000      10,258,750
                                                    ------------     -----------
                                                      96,163,514     185,221,644

                                                    ------------     -----------
                CABLE -- 3.9%
    620,000     Comcast Corp., Cl. A,
                  Special .....................       24,203,497      31,348,750
  1,200,000     MediaOne Group Inc.+ ..........       51,742,565      92,175,000
                                                    ------------     -----------
                                                      75,946,062     123,523,750
                                                    ------------     -----------
                COMMUNICATIONS EQUIPMENT -- 11.7%
    906,500     Cisco Systems Inc.+ ............      39,162,709      97,108,812
    520,000     Corning Inc. ...................      49,185,130      67,047,500
    825,000     Lucent Technologies Inc. .......      52,626,336      61,720,312
    220,000     Motorola Inc. ..................      30,891,200      32,395,000
    250,000     Nokia Corp., Cl. A, ADR ........      24,021,391      47,500,000
    359,000     Qualcomm Inc.+ .................      14,557,267      63,228,875
                                                    ------------     -----------
                                                     210,444,033     369,000,499
                                                    ------------     -----------
                COMPUTER HARDWARE -- 8.5%
    570,000     Dell Computer Corp.+ ...........      11,561,645      29,070,000
    380,000     Hewlett-Packard Co. ............      39,163,159      43,296,250
    820,000     International Business
                 Machines Corp. ................      70,240,984      88,560,000
  1,400,000     Sun Microsystems Inc.+ .........      17,690,852     108,412,500
                                                    ------------     -----------
                                                     138,656,640     269,338,750
                                                    ------------     -----------
                COMPUTER SOFTWARE AND SERVICES -- 5.5%
    540,600     Computer Sciences Corp.+ .......      28,664,915      51,154,275
    900,000     EMC Corp.+ .....................      27,883,621      98,325,000
    205,000     Microsoft Corp.+ ...............      11,397,945      23,933,750
                                                    ------------     -----------
                                                      67,946,481     173,413,025
                                                    ------------     -----------
                ELECTRONICS -- 6.2%
  1,080,000     Intel Corp. ....................      62,437,641      88,897,500
  1,112,000     Texas Instruments Inc. .........      54,490,831     107,725,000
                                                    ------------     -----------
                                                     116,928,472     196,622,500
                                                    ------------     -----------


                                                                      MARKET
  SHARES                                                COST           VALUE
  ------                                                -----        --------
                ENTERTAINMENT -- 3.4%
  1,400,000     Time Warner Inc. ..............     $ 73,027,511   $ 101,412,500
     90,000     Viacom Inc., Cl. B+ ...........        3,470,429       5,439,375
                                                    ------------   -------------
                                                      76,497,940     106,851,875

                                                    ------------   -------------
                FINANCIAL SERVICES -- 13.7%
  1,154,500     Marsh & McLennan
                  Companies Inc................       67,809,936     110,471,219
  2,341,000     Mellon Financial Corp. ........       57,071,979      79,740,312
    575,000     Merrill Lynch & Co. Inc. ......       41,187,347      48,012,500
  1,660,000     Northern Trust Corp. ..........       48,815,181      87,980,000
  1,219,400     State Street Corp. ............       69,313,361      89,092,413
    473,500     T. Rowe Price Associates Inc.         15,252,211      17,489,906
                                                    ------------   -------------
                                                     299,450,015     432,786,350
                                                    ------------   -------------
                HEALTH CARE -- 14.1%
  1,338,000     Amgen Inc.+ ......................    41,940,546      80,363,625
    720,000     Baxter International Inc. ........    44,402,319      45,225,000
    624,000     Bristol-Myers Squibb Co. .........    35,691,208      40,053,000
    297,000     Johnson & Johnson ................    22,732,996      27,658,125
    695,000     Lilly (Eli) & Co. ................    48,785,945      46,217,500
    601,000     Merck & Co. Inc. .................    35,667,904      40,304,563
    830,000     Monsanto Co. .....................    34,348,935      29,568,750
    909,000     Pfizer Inc. ......................    27,813,140      29,485,688
    360,000     Schering-Plough Corp. ............    17,103,523      15,187,500
  1,094,000     Warner-Lambert Co. ...............    68,632,365      89,639,625
                                                    ------------   -------------
                                                     377,118,881     443,703,376
                                                    ------------   -------------
                PUBLISHING -- 7.2%

    506,000     Dow Jones & Co. Inc. ..........       32,182,672      34,408,000
    690,000     Gannett Co. Inc. ..............       36,491,130      56,278,125
    460,000     Knight-Ridder Inc. ............       25,316,233      27,370,000
    564,000     McGraw-Hill Companies Inc.            18,452,212      34,756,500
    938,000     New York Times Co., Cl. A .....       27,055,964      46,079,250
    530,000     Tribune Co. ...................       11,609,158      29,183,125
                                                    ------------   -------------
                                                     151,107,369     228,075,000
                                                    ------------   -------------
                RETAIL -- 8.8%
  2,126,577     Home Depot Inc.................       24,146,127     145,803,436
    954,000     Lowe's Companies Inc...........       33,911,124      57,001,500
    854,200     Tiffany & Co...................       18,999,634      76,237,350
                                                    ------------   -------------
                                                      77,056,885     279,042,286
                                                    ------------   -------------
                SATELLITE -- 1.6%
    520,000     General Motors
                  Corp., Cl. H+................       48,405,646      49,920,000
                                                    ------------   -------------

                 See accompanying notes to financial statements.

                                       12

<PAGE>

THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                      MARKET
  SHARES                                                COST           VALUE
  ------                                                ----          -------
                TELECOMMUNICATIONS -- 2.7%
    900,000     MCI WorldCom Inc.+ ............  $   52,007,126  $   47,756,250
    785,000     Vodafone AirTouch
                  plc, ADR ....................       36,910,414      38,857,500
                                                  --------------  --------------
                                                      88,917,540      86,613,750
                                                  --------------  --------------
                TOTAL COMMON STOCKS                1,908,662,131   3,103,175,843
                                                  --------------  --------------
 PRINCIPAL
  AMOUNT
 ---------

                U.S. GOVERNMENT OBLIGATIONS -- 1.5%
$47,528,000     U.S. Treasury Bills,
                  5.12% to 5.42%++,
                  due 01/13/00 to 03/30/00            47,024,098      47,031,323
                                                  --------------  --------------
                TOTAL
                  INVESTMENTS -- 99.7%            $1,955,686,229   3,150,207,166
                                                  ==============
                OTHER ASSETS AND
                  LIABILITIES (NET)-- 0.3% .....................       8,241,016
                                                                  --------------
                NET ASSETS -- 100.0%
                  (67,912,387 shares outstanding) ..............  $3,158,448,182
                                                                  ==============

                NET ASSET VALUE,
                  OFFERING AND REDEMPTION
                  PRICE PER SHARE ..............................          $46.51
                                                                          ======



                                                       VALUE
                                                    -----------
   ------------------------
                For Federal tax purposes:
                Aggregate cost................... $1,957,118,912
                                                  ==============
                Gross unrealized appreciation ... $1,200,997,914
                Gross unrealized depreciation ...     (7,909,660)
                                                  --------------
                Net unrealized appreciation ..... $1,193,088,254
                                                  ==============
    -----------------------
   +     Non-income producing security.
   ++    Represents annualized yield at date of purchase.
   ADR - American Depositary Receipt.

                 See accompanying notes to financial statements.

                                       13

<PAGE>

                             THE GABELLI GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
- -------------------------------------------------
ASSETS:
  Investments, at value
    (Cost $1,955,686,229)......................  $ 3,150,207,166
  Cash.........................................           42,842
  Dividends receivable.........................        1,219,950
  Receivable for investments sold..............          290,178
  Receivable for Fund shares sold..............       12,747,227
                                                 ---------------
  TOTAL ASSETS                                     3,164,507,363
                                                 ---------------
LIABILITIES:
  Payable for investments purchased ...........          116,437
  Payable for Fund shares redeemed ............        2,220,158
  Payable for investment advisory fees ........        2,521,143
  Payable for distribution fees ...............          630,286
  Payable to custodian ........................           49,500
  Other accrued expenses ......................          521,657
                                                 ---------------
  TOTAL LIABILITIES ...........................        6,059,181
                                                 ---------------
  NET ASSETS applicable to 67,912,387
    shares outstanding ........................  $ 3,158,448,182
                                                 ===============
NET ASSETS CONSIST OF:
  Shares of beneficial interest, at par value    $       679,124
  Additional paid-in capital ..................    1,964,680,804
  Distributions in excess of net realized gain
    on investments ............................       (1,432,683)
  Net unrealized appreciation on investments ..    1,194,520,937
                                                 ---------------
  TOTAL NET ASSETS ............................  $ 3,158,448,182
                                                 ===============
  NET ASSET VALUE, offering and redemption
    price per share  ($3,158,448,182  /
    67,912,387 shares outstanding; unlimited
    number of shares  authorized of
    $0.01 par value)...........................          $46.51
                                                         ======


STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------
INVESTMENT INCOME:
  Dividends ...................................  $    14,339,216
  Interest ....................................        1,177,460
                                                 ---------------
  TOTAL INVESTMENT INCOME .....................       15,516,676
                                                 ---------------
EXPENSES:
  Investment advisory fees ....................       22,489,007
  Distribution fees ...........................        5,622,252
  Shareholder services fees ...................        1,652,491
  Custodian fees ..............................          305,623
  Legal and audit fees ........................          105,928
  Trustees' fees ..............................           80,235
  Miscellaneous expenses ......................          600,033
                                                 ---------------
  TOTAL EXPENSES ..............................       30,855,569
                                                 ---------------
  NET INVESTMENT LOSS .........................      (15,338,893)
                                                 ---------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
  Net realized gain on investments ............      326,900,048
  Net change in unrealized appreciation
    on investments ............................      616,076,849
                                                 ---------------
  NET REALIZED AND UNREALIZED GAIN ON
    INVESTMENTS ...............................      942,976,897
                                                 ---------------
  NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ...........................  $   927,638,004
                                                 ===============


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                   YEAR ENDED           YEAR ENDED
                                                                                DECEMBER 31, 1999    DECEMBER 31, 1998
                                                                                -----------------    ------------------
<S>                                                                             <C>                  <C>
OPERATIONS:
  Net investment loss .........................                                 $  (15,338,893)      $  (4,818,377)
  Net realized gain on investments ............                                    326,900,048          87,865,238
  Net change in unrealized appreciation on investments                             616,076,849         299,383,776
                                                                                --------------       -------------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                             927,638,004         382,430,637
                                                                                --------------       -------------
DISTRIBUTION TO SHAREHOLDERS:
  Net realized gain on investments ............                                   (312,444,198)        (87,865,238)
  In excess of net realized gain on investments                                             --            (202,354)
                                                                                --------------       -------------
  TOTAL DISTRIBUTIONS TO SHAREHOLDERS .........                                   (312,444,198)        (88,067,592)
                                                                                --------------       -------------
SHARE TRANSACTIONS:
  Net increase in net assets from shares of beneficial interest transactions       678,698,282         626,207,999
                                                                                --------------       -------------
  NET INCREASE IN NET ASSETS ..................                                  1,293,892,088         920,571,044

NET ASSETS:
  Beginning of period .........................                                  1,864,556,094         943,985,050
                                                                                --------------       -------------
  End of period ...............................                                 $3,158,448,182      $1,864,556,094
                                                                                ==============      ==============
</TABLE>

                 See accompanying notes to financial statements.

                                       14

<PAGE>

THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1.  ORGANIZATION.  The Gabelli Growth Fund (the "Fund") was organized on October
24, 1986 as a Massachusetts business trust. The Fund is a diversified,  open-end
management  investment  company  registered under the Investment  Company Act of
1940,  as amended  (the "1940  Act").  The Fund's  primary  objective is capital
appreciation. The Fund commenced investment operations on April 10, 1987.

2. SIGNIFICANT  ACCOUNTING POLICIES.  The preparation of financial statements in
accordance with generally accepted accounting  principles requires management to
make estimates and assumptions  that affect the reported amounts and disclosures
in the financial  statements.  Actual results could differ from those estimates.
The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements.

SECURITY  VALUATION.  Portfolio  securities  listed or  traded  on a  nationally
recognized securities exchange, quoted by the National Association of Securities
Dealers Automated Quotations, Inc. ("Nasdaq") or traded on foreign exchanges are
valued at the last sale price on that  exchange  as of the close of  business on
the day the  securities  are being  valued (if there were no sales that day, the
security is valued at the  average of the  closing  bid and asked  prices or, if
there were no asked  prices  quoted on that day,  then the security is valued at
the closing bid price on that day).  All other  portfolio  securities  for which
over-the-counter  market  quotations  are  readily  available  are valued at the
latest average of the bid and asked prices.  Portfolio securities traded on more
than one  national  securities  exchange or market are valued  according  to the
broadest and most  representative  market,  as determined by Gabelli Funds,  LLC
(the  "Adviser").  Securities  and assets for which  market  quotations  are not
readily  available  are valued at their fair value as  determined  in good faith
under procedures  established by and under the general  supervision of the Board
of Trustees.  Short term debt securities with remaining maturities of 60 days or
less are valued at amortized cost,  unless the Trustees  determine such does not
reflect the  securities'  fair  value,  in which case these  securities  will be
valued at their fair  value as  determined  by the  Trustees.  Debt  instruments
having a  maturity  greater  than 60 days are  valued at the  highest  bid price
obtained from a dealer maintaining an active market in those securities.

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME.  Securities  transactions  are
accounted  for on the  trade  date  with  realized  gain or loss on  investments
determined  by using the  identified  cost method.  Interest  income  (including
amortization  of premium  and  accretion  of  discount)  is  recorded as earned.
Dividend income is recorded on the ex-dividend date.

DIVIDENDS AND  DISTRIBUTIONS  TO  SHAREHOLDERS.  Dividends and  distributions to
shareholders  are recorded on the ex-dividend  date.  Income  distributions  and
capital  gain  distributions  are  determined  in  accordance  with  income  tax
regulations  which may differ from  generally  accepted  accounting  principles.
These differences are primarily due to differing  treatments of income and gains
on  various  investment  securities  held by the Fund,  timing  differences  and
differing characterization of distributions made by the Fund.

For the year ended  December 31, 1999,  reclassifications  were made to increase
undistributed net investment loss for $15,338,893 and decrease  distributions in
excess of net realized gain on investments  for  $15,289,562  with an offsetting
adjustment to additional paid-in capital.

                                       15

<PAGE>

THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
PROVISION  FOR  INCOME  TAXES.  The Fund  intends  to  continue  to qualify as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986, as amended. As a result, a Federal income tax provision is not required.

3.  INVESTMENT  ADVISORY  AGREEMENT.  The Fund has  entered  into an  investment
advisory  agreement (the "Advisory  Agreement")  with the Adviser which provides
that the Fund will pay the Adviser a fee,  computed  daily and paid monthly,  at
the annual rate of 1.00% of the value of the Fund's average daily net assets. In
accordance  with the  Advisory  Agreement,  the  Adviser  provides a  continuous
investment program for the Fund's portfolio,  oversees the administration of all
aspects of the Fund's  business  and  affairs and pays the  compensation  of all
Officers and Trustees of the Fund who are its affiliates.

4.  DISTRIBUTION  PLAN.  The Fund's Board of Trustees has adopted a distribution
plan (the "Plan")  pursuant to Rule 12b-1 under the 1940 Act. For the year ended
December 31,  1999,  the Fund  incurred  distribution  costs  payable to Gabelli
&Company, Inc., an affiliate of the Adviser, of $5,622,252,  or 0.25% of average
daily net  assets,  the annual  limitation  under the Plan.  Such  payments  are
accrued daily and paid monthly.

5.  PORTFOLIO  SECURITIES.  Purchases and sales of securities for the year ended
December 31, 1999, other than short term securities,  aggregated  $1,461,825,293
and $1,158,433,632, respectively.

6. LINE OF  CREDIT.  The Fund has  access to an  unsecured  line of credit up to
$25,000,000  from the  custodian for temporary  borrowing  purposes.  Borrowings
under this  arrangement  bear  interest at 0.75% above the Federal Funds rate on
outstanding balances. There were no borrowings against the line of credit during
the year ended December 31, 1999.

7. SHARES OF BENEFICIAL INTEREST.  Transactions in shares of beneficial interest
were as follows:
<TABLE>
<CAPTION>

                                                              YEAR ENDED                    YEAR ENDED
                                                           DECEMBER 31, 1999              DECEMBER 31, 1998
                                                      ----------------------------- -----------------------------
                                                        SHARES           AMOUNT        SHARES          AMOUNT
                                                      -----------   --------------- ------------    -------------
<S>                                                  <C>             <C>             <C>            <C>

Shares sold ...................................       23,312,269     $ 964,769,065    31,588,783    $ 992,367,041
Shares issued upon reinvestment of dividends ..        6,422,964       292,802,709     2,299,838       80,836,284
Shares redeemed ...............................      (14,494,427)     (578,873,492)  (14,188,364)    (446,995,326)
                                                      ----------     -------------    ----------    -------------
    Net increase ..............................       15,240,806     $ 678,698,282    19,700,257    $ 626,207,999
                                                      ==========     =============    ==========    =============
</TABLE>


8. NEW  SHARE  CLASSES.  On March 9,  1999,  the Board of  Trustees  of the Fund
approved  a Rule  18f-3  Multi-Class  Plan  relating  to the  creation  of three
additional  classes  of shares of the Fund - Class A Shares,  Class B Shares and
Class C Shares  (the "New  Share  Classes").  The  existing  class of shares was
redesignated  as Class AAA Shares.  In addition,  the Board had also approved an
Amended and Restated  Distribution  Agreement,  Rule 12b-1 plans for each of the
New Share  Classes  and an Amended and  Restated  Plan of  Distribution  for the
existing   class  of  shares  (Class  AAA  Shares)  to  be  effective  upon  the
commencement  of the  offering of the New Share  Classes.  On November 30, 1999,
shareholder  approval  permitting the Fund to offer additional classes of shares
was  attained.  The New Share  Classes are  currently  not being  offered to the
public.

                                       16

<PAGE>

THE GABELLI GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                                ---------------------------------------------------
                                                    1999         1998     1997      1996      1995
                                                    ----         ----     -----     -----     -----
<S>                                             <C>         <C>         <C>       <C>       <C>

OPERATING PERFORMANCE:
   Net asset value, beginning of period ....... $    35.40  $    28.63  $  24.14  $  22.16  $  19.68
                                                ----------  ----------  --------  --------   -------
   Net investment income (loss)................      (0.23)      (0.07)    (0.06)     0.03      0.05
   Net realized and unrealized ................
     gain (loss) on investments ...............      16.50        8.58     10.34      4.27      6.39
                                                ----------  ----------  --------  --------   -------
   Total from investment operations ...........      16.27        8.51     10.28      4.30      6.44
                                                ----------  ----------  --------  --------   -------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income.......................         --          --     (0.00)(a) (0.02)    (0.05)
   In excess of net investment income .........         --          --     (0.00)(a)    --        --
   Net realized gain on investments ...........      (5.16)      (1.74)    (5.79)    (2.30)    (3.91)
   In excess of net realized gains ............         --       (0.00)(a) (0.00)(a)    --        --
                                                ----------  ----------  --------  --------   -------
   Total distributions ........................      (5.16)      (1.74)    (5.79)    (2.32)    (3.96)
                                                ----------  ----------  --------  --------   -------
   NET ASSET VALUE, END OF PERIOD ............. $    46.51  $    35.40  $  28.63  $  24.14   $ 22.16
                                                ==========  ==========  ========  ========   =======
   Total return+ ..............................      46.3%       29.8%     42.6%     19.4%     32.7%
                                                ==========  ==========  ========  ========   =======
RATIOS TO AVERAGE NET ASSETS AND
   SUPPLEMENTAL DATA:
   Net assets, end of period (in 000's)........ $3,158,448  $1,864,556  $943,985  $609,405  $533,041
   Ratio of net investment income (loss).......
     to average net assets ....................    (0.68)%     (0.33)%   (0.23)%     0.12%     0.22%
   Ratio of operating expenses ................
     to average net assets ....................      1.37%       1.41%     1.43%     1.43%     1.44%
   Portfiolio turnover rate ...................        52%         40%       83%       88%      140%
- --------------------------------
<FN>
+   Total return represents aggregate total return of a hypothetical $1,000
    investment at the beginning of the period and sold at the end of the period
    including reinvestment of dividends.
(a) Amount represents less than $0.005 per share.
</FN>
</TABLE>

                 See accompanying notes to financial statements.

                                       17

                                     <PAGE>

THE GABELLI GROWTH FUND
REPORT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To The Board of Trustees and Shareholders of
The Gabelli Growth Fund

In our opinion, the accompanying statement of assets and liabilities,  including
the portfolio of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of The  Gabelli  Growth Fund (the
"Fund") at December 31, 1999,  the results of its  operations  for the year then
ended,  the  changes  in its net  assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended, in conformity with accounting  principles  generally accepted in the
United States. These financial  statements and financial  highlights  (hereafter
referred to as  "financial  statements")  are the  responsibility  of the Fund's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at December  31, 1999 by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
the opinion expressed above.

PricewaterhouseCoopers LLP

1177 Avenue of the Americas
New York, New York
February 11, 2000

- --------------------------------------------------------------------------------
                   1999 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended December 31, 1999, the Fund paid to  shareholders,  on
December 27, 1999, an ordinary income dividend  (comprised of short term capital
gains)  totaling  $1.50 per share and long term capital gains totaling $3.66 per
share.  For the fiscal year ended  December  31,  1999,  15.79% of the  ordinary
income  dividend  qualifies  for the dividend  received  deduction  available to
corporations.

U.S. GOVERNMENT INCOME:

The  percentage of the ordinary  income  dividend paid by the Fund during fiscal
year 1999 which was derived from U.S. Treasury securities was 1.30%. Such income
is  exempt  from  state  and  local tax in all  states.  However,  many  states,
including  New York and  California,  allow a tax exemption for a portion of the
income  earned only if a mutual fund has  invested at least 50% of its assets at
the end of each quarter of the Fund's fiscal year in U.S. Government securities.
The Gabelli Growth Fund did not meet this strict requirement in 1999. Due to the
diversity  in state and local tax law, it is  recommended  that you consult your
personal tax advisor as to the applicability of the information provided to your
specific situation.
- --------------------------------------------------------------------------------
                                       18

<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(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: 5 1/2%
                                       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.

                         OFFICERS AND PORTFOLIO MANAGERS

           Bruce N. Alpert                   Howard H. Ward, CFS
           PRESIDENT AND TREASURER           PORFOLIO 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  Blue  Chip  Value  Fund.  It is  not  authorized  for  distribution  to
prospective investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------

GAB406Q499SR


                                             [Photo of Mario J. Gabelli omitted]

THE
GABELLI
GROWTH
FUND





                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 1999



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