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, 1996
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:
94,819,332.78 shares
$1,152,072,432.893
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
2,702,873 shares
$34,349,215
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
2,702,873 shares
$34,349,215
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):
3,106,012 shares
$35,936,555
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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): $34,349,215
(ii)Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + $35,936,555
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable) - $96,553,883
(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
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( 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
(see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0
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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.
<PAGE>
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).
Not applicable
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, 1997
** Please print the name and title of the signing officer below the signature
<PAGE>
February 28, 1997
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 2,702,873 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, 1996.
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 year 1996 did not, at any time, exceed 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.
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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 and
registered pursuant thereto, 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 with respect 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.
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, 1996. 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
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