U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Gabelli Value Fund Inc.
One Corporate Center
Rye, New York 10580-1430
2. Name of each series or class of funds for which this notice is
filed:
The Gabelli Value Fund Inc.
3. Investment Company Act File Number:
811-5848
Securities Act File Number:
33-30139
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the
issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal
year but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable
(see Instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series
which had been
registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a
prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
91,152,561.15 shares*
$1,108,415,143.58
_____________________________
* Of these shares, 210,952.17 shares are being used to reduce the
registration fee pursuant to this Rule 24f-2 Notice, leaving
90,941,608.98 shares unsold.
8. Number and amount of securities registered during the fiscal
year other than
pursuant to rule 24f-2:
3,877,723.80
$46,222,467.696
9. Number and aggregate sale price of securities sold during the
fiscal year:
2,510,990 shares
$32,559,210
10. Number and aggregate sale price of securities sold during the
fiscal year in
reliance upon registration pursuant to rule 24f-2:
2,300,037.83 shares
$27,968,460
11. Number and aggregate sale price of securities issued during
the fiscal year in
connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
3,413,613 shares
$39,463,662
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12. Calculation of registration fee:
( i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):
$27,968,460
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $39,463,662
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable) - $67,432,122
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to
rule 24e-2 (if applicable): + 0
( v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line
(ii), less line (iii), plus line (iv)] (if
applicable): $ 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation
1
(see Instruction C.6): x 2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 0
Instructions: Issuer should complete lines (ii), (iii), (iv) and
(v) only if the form is
being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository
as described in section 3a of the Commission's Rules of Informal
and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Not applicable
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SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer
and in the capacities and on the dates indicated.
By (Signature and Title)**
/s/ Bruce N. Alpert
Bruce N. Alpert
Vice President and Treasurer
Date: February 28, 1996
**Please print the name and title of the signing officer below the
signature
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VENABLE, BAETJER AND HOWARD, LLP
Including professional corporations
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410)244-7400, Fax (410)244-7742
February 28, 1996
The Gabelli Value Fund, Inc.
One Corporate Center
Rye, New York 10580
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We understand that The Gabelli Value Fund, Inc., a
Maryland corporation (the "Fund"), is about to file a Rule 24f-2
Notice with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, making definite the registration of
2,300,037.83 shares, par value $.001 per share, of the Fund's
Common Stock (the "Shares"), sold pursuant to Rule 24f-2 during
the Fund's fiscal year ended December 31, 1995.
We have acted as special Maryland counsel for the Fund
since its organization and are familiar with its Charter and
Bylaws. We have examined the Rule 24f-2 Notice and the Prospectus
and Statement of Additional Information included in the Fund's
Registration Statement on Form N-1A, as amended (the
"Prospectus"). We have also examined and relied upon such
corporate records of the Fund and other documents and certificates
as to factual matters as we deem necessary for the purpose of this
opinion, including a certificate of the Treasurer of the Fund to
the effect that the Fund or its authorized agent received the
authorized payment for the Shares, that the Shares were issued in
accordance with the terms described in the Prospectus, and that
the number of Shares outstanding during fiscal 1995 did not exceed
at any time the number of shares of Common Stock authorized in the
Fund's Charter.
We have also assumed, without independent
verification, the genuineness of signatures on, and the
authenticity of, all documents furnished to us and the conformity
of copies to the originals.
Based upon the foregoing, we are of the opinion that:
1. The Fund is a duly organized and validly
existing corporation under the laws of the State of Maryland; and
2. The Shares of the Fund covered by the Rule 24f-2
Notice, when issued, were validly and legally issued and fully
paid and nonassessable under the laws of the State of Maryland.
This letter expresses our opinion as to the Maryland
General Corporation Law governing matters such as the
authorization and issuance of stock. It does not extend to the
securities or "Blue Sky" laws of Maryland, to federal securities
laws or to other laws.
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VENABLE
ATTORNEYS AT LAW
The Gabelli Value Fund, Inc.
February 28, 1996
Page 2
We consent to the filing of this opinion with the
Commission in connection with the filing of the Fund's Rule 24f-2
Notice for the fiscal year ended December 31, 1995. In giving
this consent, we do not hereby admit that we are experts with
respect to any part of the Registration Statement within the
meaning of the term "expert" as used in the Securities Act of
1933, as amended, or the rules and regulations of the Commission
issued thereunder. This opinion may not be relied upon by any
other person or for any other purpose without our prior written
consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
BA3DOCS1/0032137.0117649:087879
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