GABELLI VALUE FUND INC
N-30D, 2000-03-07
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                           THE GABELLI VALUE FUND INC.

                                  ANNUAL REPORT
                                DECEMBER 31, 1999



                        {Graphic of five stars omitted]

MORNINGSTAR RATED(TM) GABELLI VALUE FUND 5 STARS FOR THE THREE-YEAR PERIOD ENDED
12/31/99 AMONG 3469 DOMESTIC EQUITY FUNDS, AND 4 STARS OVERALL AND FOR THE FIVE
  AND TEN-YEAR PERIODS ENDED 12/31/99 AMONG 3469, 2180 AND 770 DOMESTIC EQUITY
                              FUNDS, RESPECTIVELY.



TO OUR SHAREHOLDERS,

     The leading stock market indices rallied  strongly in the fourth quarter of
1999 and  finished the year at or near record  highs.  However,  relatively  few
stocks  participated in this year's stock market bonanza.  New lows  outnumbered
new  highs on the NYSE by a wide  margin  throughout  much of the  year.  Growth
continued to  out-perform  value across the market  capitalization  spectrum and
large cap stocks continued to outperform small caps.  Technology stocks were the
biggest winners,  with the tech-heavy  Nasdaq Composite  outdistancing all other
major market indices.

     In this uneven market environment,  we are extremely pleased to report that
the Fund  materially  outperformed  the Dow Jones  Industrials,  the  Standard &
Poor's 500,  the Russell  2000,  and the vast  majority of our value fund peers.

INVESTMENT PERFORMANCE

     For the fourth  quarter ended  December 31, 1999,  The Gabelli Value Fund's
(the "Fund") total return was a solid 12.06%. The Standard & Poor's ("S&P") 500,
Value Line Composite and Russell 2000 Indices had total returns of 14.87%, 6.67%
and  18.44%,  respectively,  over the same  period.  Each index is an  unmanaged
indicator of stock market performance.  The Fund was up 31.92% for 1999. The S&P
500,  Value Line  Composite  and Russell 2000  Indices  rose 21.03%,  10.56% and
21.26%, respectively, over the same twelve-month period.

     For the ten-year  period ended  December 31, 1999,  the Fund's total return
averaged 18.57%  annually versus average annual total returns of 18.19%,  13.46%
and 13.40% for the S&P 500,  Value Line  Composite  and  Russell  2000  Indices,
respectively.  Since inception on September 29, 1989 through  December 31, 1999,
the Fund had a cumulative  total return of 460.60%,  which equates to an average
annual total return of 18.29%.

- --------------------------------------------------------------------------------
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 ....................    $17.29     $19.58      $18.93        $19.45        $19.45
          Total Return .......................      7.5%      13.2%       (3.3)%        12.1%         31.9%
- ----------------------------------------------------------------------------------------------------------------
   1998:  Net Asset Value ....................    $16.43     $16.94      $14.71        $16.08        $16.08
          Total Return .......................     14.9%       3.1%      (13.2)%        19.8%         23.2%
- ----------------------------------------------------------------------------------------------------------------
   1997:  Net Asset Value ....................    $11.63     $14.11      $15.73        $14.30        $14.30
          Total Return .......................      1.0%      21.3%       11.5%          8.6%         48.2%
- ----------------------------------------------------------------------------------------------------------------
   1996:  Net Asset Value ....................    $12.88     $13.08      $12.63        $11.52        $11.52
          Total Return .......................     10.9%       1.6%       (3.4)%         0.0%          8.7%
- ----------------------------------------------------------------------------------------------------------------
   1995:  Net Asset Value ....................    $11.41     $11.75      $12.81        $11.61        $11.61
          Total Return .......................      8.8%       3.0%        9.0%          0.3%         22.5%
- ----------------------------------------------------------------------------------------------------------------
   1994:  Net Asset Value ....................    $11.37     $11.55      $12.43        $10.49        $10.49
          Total Return .......................     (6.0)%      1.6%        7.6%         (2.7)%         0.0%
- ----------------------------------------------------------------------------------------------------------------
   1993:  Net Asset Value ....................    $11.15     $11.93      $13.92        $12.09        $12.09
          Total Return .......................     10.1%       7.0%       16.7%          1.5%         39.4%
- ----------------------------------------------------------------------------------------------------------------
   1992:  Net Asset Value ....................    $10.40      $9.84      $10.04        $10.13        $10.13
          Total Return .......................      9.7%      (5.4)%       2.0%          6.4%         12.7%
- ----------------------------------------------------------------------------------------------------------------
   1991:  Net Asset Value ....................     $9.51      $9.50       $9.57         $9.48         $9.48
          Total Return .......................     11.8%      (0.1)%       0.7%          2.5%         15.3%
- ----------------------------------------------------------------------------------------------------------------
   1990:  Net Asset Value ....................     $9.23      $9.36       $8.19         $8.51         $8.51
          Total Return .......................     (2.4)%      1.4%      (12.5)%         9.0%         (5.6)%
- ----------------------------------------------------------------------------------------------------------------
   1989:  Net Asset Value ....................       __         __          __          $9.58         $9.58
          Total Return .......................       __         __          __           2.1%(b)       2.1%(b)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------
   Average Annual Returns - December 31, 1999 (a)
- -------------------------------------------------------

1 Year ....................................   31.92%
       ....................................   24.63%(c)
5 Year ....................................   26.26%
       ....................................   24.84%(c)
10 Year ...................................   18.57%
       ....................................   17.90%(c)
Life of Fund (b) ..........................   18.29%
       ....................................   17.64%(c)
- -------------------------------------------------------

                  Dividend History
- ---------------------------------------------------------
Payment (ex) Date    Rate Per Share    Reinvestment Price
- -----------------    --------------    ------------------
December 27, 1999        $1.720              $18.98
December 28, 1998        $1.490              $15.54
December 29, 1997        $2.720              $14.01
December 27, 1996        $1.110              $11.57
December 27, 1995        $1.230              $11.56
December 30, 1994        $1.600              $10.49
December 31, 1993        $2.036              $12.09
December 31, 1992        $0.553              $10.13
December 31, 1991        $0.334              $ 9.48
December 31, 1990        $0.420              $ 8.51
March 19, 1990           $0.120              $ 9.21
December 29, 1989        $0.068              $ 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 September 29,
1989.  (c)  Includes the effect of the maximum 5.5% sales charge at beginning of
period.

- --------------------------------------------------------------------------------
                                       2
<PAGE>
            COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
   THE GABELLI VALUE FUND, THE CONSUMER PRICE INDEX +10% AND THE S&P 500 INDEX

[line graph omitted--plot points as follows]
<TABLE>
<CAPTION>

                         GABELLI VALUE FUND         CONSUMER PRICE INDEX +10%              S&P 500 INDEX
<S>                           <C>                           <C>                               <C>
9/29/89                       $ 9,450                       $10,000                           $10,000
12/89                           9,648                        10,338                            10,210
                                9,108                        12,003                             9,893
12/91                          10,502                        13,571                            12,910
                               11,836                        15,322                            13,556
12/93                          16,510                        17,275                            14,925
                               16,510                        19,464                            15,119
12/95                          20,220                        21,905                            20,803
                               21,979                        24,823                            25,588
12/97                          32,579                        27,727                            34,122
                               40,137                        30,946                            43,915
12/99                          52,000                        34,876                            54,000
                          actual is 52,949*                                           actual number is 53,150
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
*INCLUDES EFFECT OF MAXIMUM SALES CHARGE OF 5.5%.

</TABLE>

WHAT WE DO

      The success of momentum  investing in recent years and  investors'  desire
for instant  gratification have combined to make value investing appear dull. At
the risk of being dull, we will once again  describe the "boring" value approach
that has seen us through  both good and bad  markets  over the last ten years at
The  Gabelli  Value  Fund  and for over 23 years  at  Gabelli  Asset  Management
Company. In past reports, we have tried to articulate our investment  philosophy
and  methodology.  The  accompanying  graphic further  illustrates the interplay
among the four components of our valuation approach.

[Graphic of Pyramid omitted--text as follows]
EPS
PMV
MANAGEMENT
CASH FLOW
RESEARCH
[End of Pyramid text]

      Our  focus  is  on  free  cash  flow:  earnings  before  interest,  taxes,
depreciation  and  amortization   ("EBITDA")  minus  the  capital   expenditures
necessary to grow the business.  We believe free cash flow is the best barometer
of a business'  value.  Rising  free cash flow often  foreshadows  net  earnings
improvement.  We also look at earnings per share  trends.  Unlike Wall  Street's
ubiquitous  earnings momentum  players,  we do not try to forecast earnings with
accounting  precision and then trade stocks based on quarterly  expectations and
realities.  We simply try to position  ourselves in front of long term  earnings
uptrends.  In  addition,  we  analyze  on  and  off  balance  sheet  assets  and
liabilities such as plant and equipment,  inventories,  receivables,  and legal,
environmental  and health care issues.  We want to know  everything and anything
that will add to, or detract from, our private  market value ("PMV")  estimates.
Finally,  we look for a catalyst:  something happening in the company's industry
or indigenous to

                                        3

<PAGE>

the  company  itself that will  surface  value.  In the case of the  independent
telephone  stocks,  the catalyst is a  regulatory  change.  In the  agricultural
equipment business, it is the increasing worldwide demand for American food and
feed  crops.  In other  instances,  it may be a change  in  management,  sale or
spin-off of a division, or the development of a profitable new business.

      Once we  identify  stocks  that  qualify  as  fundamental  and  conceptual
bargains,  we then become  patient  investors.  This has been a proven long term
method for preserving and enhancing  wealth in the U.S. equity  markets.  At the
margin,  our new investments are focused on businesses that are well-managed and
will benefit from sustainable long term economic  dynamics.  These include macro
trends,  such as the  globalization  of the market in filmed  entertainment  and
telecommunications, and micro trends, such as an increased focus on productivity
enhancing goods and services.

COMMENTARY

1999'S HAVE AND HAVE NOT MARKET

      At year-end  1999,  many  investors  were left pondering how and why their
individual stock and/or mutual fund portfolios  performed so poorly in a year in
which all the leading stock market  indices  posted strong gains.  The answer is
simple.   A   relative   handful  of   increasingly   popular   technology   and
Internet-related  stocks  propelled the  capitalization-weighted  market indices
higher,  while the  majority of stocks  languished.  If you owned these types of
companies,  you were a winner. If you owned index funds, you earned  respectable
returns. If you owned most anything else, especially value stocks and most value
oriented funds, you had a "dull year".

      How did our largely non-tech,  value-oriented portfolio perform so well in
this  extremely  narrow  market?  First,  we pick  businesses  with good  growth
prospects  that are  reasonably  valued  compared  to their  "intrinsic  value".
Secondly, we look for a "catalyst" that will surface that underlying value.

      The  seeds for this  year's  performance  harvest  were sown four and five
years ago when we were buying  telecommunications,  cable  television  and media
stocks at what we viewed as bargain basement prices.  Our intensive  research in
these groups,  and the  identification  of "catalysts" that would surface value,
rewarded  us in 1997 - 1998 and again this  year.  Importantly,  despite  recent
years'  excellent  performance,  our holdings in these  industries  remain quite
reasonably valued in light of still favorable business prospects.

      And, of course,  we benefited  from  financial  engineering - particularly
deals, as merger and acquisition activity was at an all time high.

                                        4

<PAGE>
- --------------------------------------------------------------------------------
                                                   FLOW OF FUNDS ($ Billions)

<TABLE>
<CAPTION>

SOURCES                                           1994      1995      1996      1997      1998       1999(E)
- -------                                           ----      ----    -------    ------    ------     -------
<S>                                               <C>       <C>     <C>        <C>       <C>        <C>
U.S. Deals                                        $340      $511    $  652     $  919    $1,620     $1,745
Stock Buybacks                                      47        99       176        181       207        178
Equity Mutual Funds (Net)                          119       128       222        232       157        188
Dividends                                          182       254       298        334       349        367
                                                  ----      ----    -------    ------    ------     -------
TOTAL SOURCES:                                     688       992     1,348      1,666     2,333      2,478
                                                  ----      ----    -------    ------    ------     -------

USES
- ----
IPOs                                                29        30        50         43        37         69
U.S./International Equity Capital Flow
   U.S. Purchases of Non-U.S. Equities (net)        48        50        59         41        (6)        22
   International Purchases of U.S. Equities (net)    1        11        12         70        50         73
                                                  ----      ----    -------    ------    ------     -------

   Net Flow:                                        47        39        47        (29)      (56)       (51)
                                                  ----      ----    -------    ------    ------     -------

TOTAL USES:                                         76        69        97         14       (19)        18
                                                  ----      ----    -------    ------    ------     -------
NET FLOW OF FUNDS:                                $612      $923    $1,251     $1,652    $2,352     $2,460
                                                  ====      ====    =======    ======    ======     =======
</TABLE>
SOURCES: SECURITIES DATA CORP, INVESTMENT COMPANY INSTITUTE, BIRINYI ASSOCIATES,
FEDERAL  RESERVE  BOARD  (SAAR-DIV.)   (C)2000  GABELLI  ASSET  MANAGEMENT  INC.
- --------------------------------------------------------------------------------

THE ECONOMY AND THE MARKET: INFLATION, INTEREST RATES, AND CORPORATE PROFITS

      Inflation,  interest  rates and  corporate  profits  represent an economic
trifecta for stocks. Through most of this historic eighteen-year bull market, we
have enjoyed low inflation, declining interest rates and strong corporate profit
growth. Over the last two years the market has managed to advance despite one or
another of these economic horses breaking  stride.  In 1998, the market shrugged
off  lackluster  corporate  earnings  growth.  This year,  the market  delivered
double-digit  returns  despite higher  inflation and materially  higher interest
rates.  Looking  ahead,  we suspect the market will not be able to maintain  its
pace if one or more of these horses pull up lame.

      We believe  corporate  earnings  will  continue to run strong.  The global
economic recovery improves the profit picture for many American  companies.  The
Asian and European economies continue to advance and we see synchronized  global
growth in the year 2000  providing  corporate  profits with a tailwind that will
result in earnings  that may be even better than current Wall Street  estimates.
The wild card is the American consumer. At present,  consumer confidence remains
strong.  Everyone who wants a job has one and wages are rising.  However, it now
costs more to gas up the car and heat our homes. Variable rate mortgage payments
will soon be higher and the days of raising  spending money by refinancing  your
home at lower  fixed  rates  are over for the  time  being.  Also,  with the yen
strengthening  against  the  dollar,  all of  the  Japanese  cars,  televisions,
stereos,  and  video  games  that  the  American  consumer  loves  will  be more
expensive. Will all this be enough to cause the American consumer to tighten the
purse  strings?  Or will the  "wealth  effect"  of a rising  stock  market and a
significant tax cut--the Republicans are running on the "3 Fs" (Faith, Finances,
and Family)--provide a bonus for Americans to spend?

                                        5

<PAGE>

      Inflation,  as measured by the Consumer Price Index ("CPI"),  is currently
running around  2.7%--about a percentage  point higher than last year, but still
in the comfort zone.  Can we expect  inflation to stabilize at present levels or
will it trend  materially  higher,  eventually  disrupting the economy and stock
market? This depends on two things: (1) whether the Federal Reserve will succeed
in cooling the economy and (2) whether  improving  productivity will continue to
offset rising wages in today's tight market. Nobody (and that includes us) seems
to have a good  handle on these two  issues  and,  consequently,  the short term
outlook for  inflation  remains  cloudy.  Longer term,  we see the Internet as a
disinflationary force. E-commerce is taking the middleman out of the picture and
in the process eliminating an entire level of cost in the economic system. It is
also  heightening  price  competition.   If  E-commerce  approaches  its  growth
potential, we believe inflation will remain in check.

      Without a clear reading on the inflation front,  making near term interest
rate forecasts is an even greater folly than usual. We note that although stocks
advanced  while bonds  declined  from January  through  April,  they  eventually
stalled as bonds  continued to drift lower.  When bonds rallied  briefly in late
October, stocks took off shortly thereafter.  At year-end, bonds were once again
sinking,  but stocks moved  steadily  higher.  If bonds  continue to decline and
market  interest rates continue to rise, it will eventually take the wind out of
the stock market's sail.

GREENSPEAK

      The  following  is excerpted  from Federal  Reserve  Board  Chairman  Alan
Greenspan's  speech,  given before the Economic  Club of New York on January 13,
2000. Greenspan ponders the impending arrival of the U.S. economy at its longest
peacetime  expansion of this  half-century,  reflecting on the "New Economy" and
where we will go from here:

      "WE ARE WITHIN  WEEKS OF  ESTABLISHING  A RECORD FOR THE LONGEST  ECONOMIC
EXPANSION IN THIS NATION'S HISTORY.  THE 106-MONTH EXPANSION OF THE 1960S, WHICH
WAS  ELONGATED BY THE VIETNAM WAR,  WILL BE SURPASSED IN FEBRUARY.  NONETHELESS,
THERE REMAIN FEW EVIDENT  SIGNS OF GERIATRIC  STRAIN THAT  TYPICALLY  PRESAGE AN
IMMINENT ECONOMIC DOWNTURN...

      WHAT  SHOULD BE  INDISPUTABLE  IS THAT A NUMBER OF NEW  TECHNOLOGIES  THAT
EVOLVED LARGELY FROM THE CUMULATIVE  INNOVATIONS OF THE PAST  HALF-CENTURY  HAVE
NOW BEGUN TO BRING  ABOUT  AWESOME  CHANGES  IN THE WAY GOODS AND  SERVICES  ARE
PRODUCED AND,  ESPECIALLY,  IN THE WAY THEY ARE  DISTRIBUTED  TO FINAL  USERS...
CAPITAL  MARKETS,   NOT  COMFORTABLE  WITH  DISCONTINUOUS   SHIFTS  IN  ECONOMIC
STRUCTURE,  ARE GROPING FOR SENSIBLE EVALUATIONS OF [INNOVATIVE INTERNET STARTUP
FIRMS]...  ONE RESULT OF THE MORE-RAPID PACE OF IT INNOVATION HAS BEEN A VISIBLE
ACCELERATION  OF THE PROCESS OF  "CREATIVE  DESTRUCTION,"  A SHIFTING OF CAPITAL
FROM FAILING TECHNOLOGIES INTO THOSE TECHNOLOGIES AT THE CUTTING EDGE...

      INDEED,   THESE   DEVELOPMENTS   EMPHASIZE  THE  ESSENCE  OF   INFORMATION
TECHNOLOGY--THE  EXPANSION  OF  KNOWLEDGE  AND ITS  OBVERSE,  THE  REDUCTION  IN
UNCERTAINTY. AS A CONSEQUENCE, RISK PREMIUMS THAT WERE ASSOCIATED WITH ALL FORMS
OF BUSINESS ACTIVITIES HAVE DECLINED...  THE RELATIONSHIP BETWEEN BUSINESSES AND
CONSUMERS   ALREADY  IS  BEING  CHANGED  BY  THE  EXPANDING   OPPORTUNITIES  FOR
E-COMMERCE.  THE FORCES  UNLEASHED BY THE INTERNET ARE ALMOST  SURELY TO BE EVEN
MORE POTENT WITHIN AND AMONG BUSINESSES,  WHERE  UNCERTAINTIES ARE BEING REDUCED
BY IMPROVING THE QUANTITY,  THE RELIABILITY,  AND THE TIMELINESS OF INFORMATION.
THIS IS THE CASE IN MANY RECENT INITIATIVES,  ESPECIALLY AMONG OUR MORE SEASONED
COMPANIES,  TO  CONSOLIDATE  AND  RATIONALIZE  THEIR  SUPPLY  CHAINS  USING  THE
INTERNET...

                                        6

<PAGE>

      AN  ABILITY  TO  REORGANIZE  PRODUCTION  AND  DISTRIBUTION   PROCESSES  IS
ESSENTIAL TO TAKE ADVANTAGE OF NEWER TECHNOLOGIES.  INDEED, THE COMBINATION OF A
MARKED SURGE IN MERGERS AND  ACQUISITIONS,  AND  ESPECIALLY THE VAST INCREASE IN
STRATEGIC ALLIANCES, INCLUDING ACROSS BORDERS, IS DRAMATICALLY ALTERING BUSINESS
STRUCTURES TO CONFORM TO THE IMPERATIVES OF THE NEWER TECHNOLOGIES.

      TO BE SURE, INCREASES IN WAGES IN EXCESS OF PRODUCTIVITY GROWTH MAY NOT BE
INFLATIONARY,  AND  DESTRUCTIVE  OF ECONOMIC  GROWTH,  IF OFFSET BY DECREASES IN
OTHER  COSTS OR  DECLINING  PROFIT  MARGINS.  A  PROTRACTED  DECLINE IN MARGINS,
HOWEVER,  IS  A  RECIPE  FOR  RECESSION.  THUS,  IF  OUR  OBJECTIVE  OF  MAXIMUM
SUSTAINABLE  ECONOMIC  GROWTH IS TO BE ACHIEVED,  THE POOL OF AVAILABLE  WORKERS
CANNOT SHRINK INDEFINITELY...IF A TREND CANNOT CONTINUE, IT WILL STOP. WHAT WILL
STOP THE WEALTH-INDUCED  EXCESS OF DEMAND OVER  PRODUCTIVITY-EXPANDED  SUPPLY IS
LARGELY DEVELOPMENTS IN FINANCIAL MARKETS...

      WE ARE IN A PERIOD OF DRAMATIC  GAINS IN INNOVATION  AND TECHNICAL  CHANGE
THAT CHALLENGE ALL OF US, AS OWNERS OF CAPITAL, AS SUPPLIERS OF LABOR, AS VOTERS
AND  POLICYMAKERS.  HOW WELL POLICY CAN BE FASHIONED TO ALLOW THE PRIVATE SECTOR
TO MAXIMIZE THE BENEFITS OF INNOVATIONS  THAT WE CURRENTLY ENJOY, AND TO CONTAIN
THE IMBALANCES THEY CREATE,  WILL SHAPE THE ECONOMIC  CONFIGURATION OF THE FIRST
PART OF THE NEW CENTURY."

SUPPLY/DEMAND AND VALUATIONS

      Although 1999 was a big year for Initial Public Offerings ("IPOs"), it was
an even  bigger  year for deals.  The end result was that the supply of stock in
the market  continued to shrink.  We believe that what we have termed "The Third
Great  Wave of  Takeovers"  is far  from  cresting.  In  fact,  we think it will
continue to swell as companies  throughout  the world attempt to lower costs and
improve  their  competitive  positions  via  acquisitions.  The  elimination  of
"pooling of interest" accounting in stock swap mergers--scheduled to take effect
at the  beginning of January  2001--will  likely  accelerate  deal activity this
year.

      Fueled by IRA, 401K, and Keogh Plan investing, demand for equities remains
strong.  The  market's  sharp   September/October   correction  didn't  seem  to
discourage  investors,  who in recent  years have  become  accustomed  to buying
stocks on dips.  Barring a severe recession and/or a full scale bear market,  we
believe the demand for stocks will continue to grow.

      Where, then, will demand be channeled?  Will demand go to the same handful
of stocks every one wants to own today,  or to what has become a vast  wasteland
of high quality  companies in other industries that have been largely ignored in
recent  years?  We believe  valuations  will  ultimately  come into play.  Great
technology  companies  have terrific  growth  prospects.  They also have current
valuations that defy economic gravity.  Sooner or later,  investors will realize
that you can pay too much for good technology companies, particularly when there
are so many equally good companies in other good  businesses  trading at bargain
basement  prices.  Ironically,  this may  eventually  result  in a mirror  image
market,  with  the  leading  market  indices  being  dragged  down  by  flagging
technology  stocks and the  majority of stocks  doing  better on an absolute and
relative basis.

      A component  of our  investment  methodology  is to identify  industry and
sector  trends  and themes  ahead of the curve and  position  ourselves  to take
advantage of these developments. Industry consolidation is one such trend. As we
have  discussed in previous  letters,  the  continued  high level of activity in
mergers and acquisitions  contributed  significantly to the solid performance of
the Value Fund. The accompanying  table  illustrates how deal activity  surfaced
value in a small sample of the portfolio holdings.

                                        7

<PAGE>
- --------------------------------------------------------------------------------
                                                  1999 COMPLETED DEALS

<TABLE>
<CAPTION>

                                         NUMBER       AVERAGE COST       CLOSING
   FUND HOLDING                       OF SHARES (a)   PER SHARE (b)     PRICE (c)   CLOSING DATE    %RETURN (d)
   -------------                      -------------   ------------     ----------   ------------   -----------
<S>                                      <C>            <C>             <C>            <C>          <C>
   COMSAT Corp.                          230,000        $26.81          $45.50         09/17/99      69.71%
   Whitman Corp.                         640,000         12.02           17.94         05/20/99      49.25%
   BA Merchant Services Inc.             150,000         20.33           20.44         04/27/99       0.54%
   AMP Inc.                               40,000         39.33           53.75         04/02/99      36.66%
   TCI/ Liberty Media Group              456,400         37.93           54.44         03/10/99      43.53%
   TCI Ventures                          450,000          8.41           28.00         03/10/99     232.94%
   Tele-Communications Inc., Cl.A        720,000         13.48           67.88         03/10/99     403.56%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Number of shares held by the Fund on the final day of trading for the
    issuer.
(b) Average purchase price of issuer's shares held by the Fund on the final day
    of trading  for the issuer.
(c) Closing  price on the final day of trading for
    the issuer or the tender  price on the closing  date of the tender  offer.
(d) Represents average estimated return based on average cost per share and
    closing price per share.

NOTE:  SEE THE PORTFOLIO OF INVESTMENTS FOR A COMPLETE LISTING OF HOLDINGS.
- --------------------------------------------------------------------------------

THIS YEAR'S SCORECARD

      Telecommunications (both wired and wireless) stocks, including Telephone &
Data Systems, Telecom Italia Mobile, Rogers Cantel, Rogers Communications,  RCN,
Commonwealth  Telephone  and  Citizens  Utilities,  were  at the  top of  1999's
performance list. Cable television stocks MediaOne and Cablevision  Systems also
performed  extremely  well, as did cable network  companies AT&T / Liberty Media
Group and USA Networks. Small group broadcasters BHC Communications, Chris-Craft
and Paxson Communications contributed to returns. Multimedia giants Viacom, News
Corp., and Tribune were also stellar performers.

      After a good start,  our  industrial  cyclical  investments  disappointed.
Auto-parts suppliers Superior Industries, Modine and Dana were all positioned at
the rear of our portfolio return rankings and Genuine Parts, the world's largest
auto-parts  retailer,  fell sharply.  Aerospace component  manufacturers  Barnes
Group,  Fairchild and Sequa stalled on the performance runway. There was nothing
comforting  about declines in consumer  products  companies  Carter -Wallace and
Ralston  Purina,  and our  cigars  faded out this year  with  General  Cigar and
Gallaher Group.

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.

CITIZENS  UTILITIES  CO.  (CZN -  $14.1875 - NYSE)  provides  telecommunications
services  and public  services  to  approximately  1.8 million  customers  in 21
states.  Citizens  owns 83% of Electric  Lightwave  (ELIX - $18.75 - Nasdaq),  a
competitive  local exchange carrier ("CLEC") serving  primarily the western U.S.
Last year, management authorized the separation of Citizens'  telecommunications
businesses and public services businesses into two stand-alone,  publicly traded
companies. Recently, CZN announced
                                       8

<PAGE>

agreements  to acquire  about  900,000  rural access lines in 11 states for $2.8
billion.  CZN  intends to  finance  the  transactions  by  divesting  its public
services  operations.  It has already announced the sale of its water operations
to American Water Resources for $835 million. The company has sold its 16% stake
in Centennial  Cellular  Corp.  for  approximately  $205  million.  Citizens has
monetized  its  ownership of Century  Communications'  (CTYA - $45.625 - Nasdaq)
stock  and  cable  operations  through  a sale to  Adelphia  Communications  for
approximately $220 million.

DEXTER CORP. (DEX - $39.75 - NYSE), located in Windsor Locks, Connecticut,  is a
specialty  materials  company  principally  serving  the  worldwide   aerospace,
electronics,  food  packaging  and  medical  markets,  with  products  based  on
proprietary  technologies.  Through 75%  ownership  of Life  Technologies,  Inc.
Dexter's life sciences  segment  focuses on the  development  and manufacture of
precise,  reproducible  biological  and  biochemical  products for life sciences
research and commercial  applications  within the medical market. The non-wovens
segment  focuses on the  proprietary  formulation and manufacture of long-fiber,
wet-formed  products,  primarily  for use in the  food  packaging,  medical  and
hygiene markets. The specialty polymers segment includes product offerings based
on polymer technology for the formulation and processing of specialty adhesives,
coatings and  encapsulants  primarily for use in the  aerospace and  electronics
markets.

FERRO CORP.  (FOE - $22.00 - NYSE),  based in Cleveland,  is a global  specialty
chemical  manufacturer.  The  company  is a leading  producer  of frits,  powder
coatings,  polymer  additives  and plastic  compounds.  New CEO Hector Ortino is
positioning  Ferro to be a premier  specialty  chemical  provider by focusing on
profitable  growth and  shareholder  value.  The company's new strategy of using
mature,  cash generating  businesses in the portfolio to finance  investments in
"springboard" businesses should help to accelerate earnings per share growth.

ROLLINS INC. (ROL - $15.00 - NYSE), which observed its 50th anniversary in 1998,
is one  of  the  nation's  largest  consumer  services  companies.  Through  its
wholly-owned subsidiary, Orkin Exterminating Company, Inc., the Company provides
essential pest control services and protection against termite damage,  rodents,
and insects to approximately 1.6 million  residential and commercial  customers.
Orkin  serves   customers  in  the  U.S.,   Canada  and  Mexico  from  over  400
company-owned and franchised branch locations.

WATTS  INDUSTRIES  INC.  (WTS - $14.75 - NYSE) was founded in 1874 to make steam
pressure  regulators  for the New  England  textile  industry.  Based  in  North
Andover,  Massachusetts,  Watts is now one of the  world's  largest  independent
valve  companies,  designing,  manufacturing  and selling an  extensive  line of
valves for the plumbing and heating,  water quality,  industrial and oil and gas
markets.  In December 1998, the company  announced  plans to spin off its CIRCOR
International  industrial  oil and gas unit to  shareholders.  The  spin-off was
completed  on October 6, 1999.  Watts  shareholders  received  one CIRCOR  share
valued at $10.625 per share for every two Watts shares.  Watts will now focus on
its remaining plumbing and heating and water quality businesses.

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.

                                       9

<PAGE>

IN CONCLUSION

      Without  technology  superstars  or  surging  Internet  stocks,  the  Fund
outperformed all the major stock market indices.  We finished well ahead of most
of our  value  fund  peers.  As  always,  we have  some  reservations  about the
market--at  least the market as represented by  capitalization  weighted indices
dominated by small handfuls of those stocks that everyone wants to own. However,
we see  exceptional  value in the vast wasteland of quality  companies that have
been virtually ignored in recent years.

      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 GABVX.  Please call us during the
business day for further information.


                                                   Sincerely,

                                                   [/s/ signature omitted]


                                                   MARIO J. GABELLI, CFA
                                                   Portfolio Manager and
                                                   Chief Investment Officer

January 31, 2000

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

Viacom Inc.                              Liberty Media Group
Media General Inc.                       Chris-Craft Industries Inc.
Telephone & Data Systems Inc.            USA  Networks Inc.
Cablevision Systems Corp.                Navistar International Corp.
MediaOne Group Inc.                      Liberty 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.

                                       10
<PAGE>
THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                               MARKET
     SHARES                                     COST           VALUE
     ------                                     ----          --------

              COMMON STOCKS -- 93.4%
              AGRICULTURE -- 0.6%
     580,000  Archer-Daniels-Midland Co. .. $  9,097,400    $  7,068,750
                                            ------------    ------------
              AUTOMOTIVE -- 0.2%
      30,000  General Motors Corp. ........    1,962,750       2,180,625
                                            ------------    ------------
              AUTOMOTIVE: PARTS AND ACCESSORIES -- 3.6%
     635,000  Dana Corp. ..................   26,533,545      19,010,312
     500,000  GenCorp Inc. ................    5,544,805       4,937,500
     300,000  Genuine Parts Co. ...........    7,714,116       7,443,750
     260,000  Modine Manufacturing Co. ....    8,282,310       6,500,000
      45,000  Superior Industries
                International Inc. ........    1,130,006       1,206,562
     400,000  Tenneco Automotive Inc. .....    3,750,573       3,725,000
                                            ------------    ------------
                                              52,955,355      42,823,124
                                            ------------    ------------
              AVIATION: PARTS AND SERVICES -- 0.3%
      75,000  Barnes Group Inc. ...........    1,688,150       1,223,438
     270,000  Fairchild Corp., Cl. A+ .....    4,799,427       2,446,875
                                            ------------    ------------
                                               6,487,577       3,670,313
                                            ------------    ------------
              BROADCASTING -- 7.6%
     150,000  Ackerley Group Inc. .........    2,315,758       2,718,750
       3,300  BHC Communications
                Inc., Cl. A ...............      439,728         528,000
     645,000  Chris-Craft Industries Inc.+    19,479,611      46,520,625
     165,000  Gray Communications
                Systems Inc., Cl. B .......    2,336,155       2,227,500
      90,000  Grupo Televisa SA, GDR+ .....    1,995,026       6,142,500
     706,500  Liberty Corp. ...............   30,592,962      29,805,469
     320,000  Paxson Communications
                Corp., Cl. A+ .............    2,908,637       3,820,000
                                            ------------    ------------
                                              60,067,877      91,762,844
                                            ------------    ------------
              BUSINESS SERVICES -- 1.0%
     160,000  Berlitz International Inc.+ .    2,838,075       2,750,000
     330,369  Cendant Corp.+ ..............    6,378,754       8,775,427
      50,000  National Processing Inc.+ ...      453,594         443,750
                                            ------------    ------------
                                               9,670,423      11,969,177
                                            ------------    ------------
              CABLE -- 11.4%
     945,000  Cablevision Systems
                Corp., Cl. A+ .............   12,027,966      71,347,500
     860,000  MediaOne Group Inc.+ ........   21,775,115      66,058,750
                                            ------------    ------------
                                              33,803,081     137,406,250
                                            ------------    ------------
              COMMUNICATIONS EQUIPMENT -- 0.1%
      30,000  Scientific-Atlanta Inc. .....      545,488       1,668,750
                                            ------------    ------------




                                                               MARKET
     SHARES                                     COST           VALUE
     ------                                     ----          --------

              COMPUTER SOFTWARE AND SERVICES -- 0.1%
     180,000  Tyler Technologies Inc. ..... $    387,050    $    990,000
                                            ------------    ------------
              CONSUMER PRODUCTS -- 2.8%
     505,000  Carter-Wallace Inc. .........    7,574,631       9,058,437
      30,000  Gallaher Group plc, ADR .....      703,539         461,250
     290,000  General Cigar
                Holdings Inc.+ ............    3,209,979       2,410,625
     168,000  General Cigar
                Holdings Inc., Cl. B+ (a) .    1,414,002       1,396,500
     170,000  Hartmarx Corp.+ .............    1,174,937         690,625
     250,000  Imasco Ltd. .................    6,611,445       6,918,947
      10,000  National Presto Industries Inc.    353,156         355,000
     400,000  Ralston Purina Group ........    9,398,363      11,150,000
      41,700  Syratech Corp.+ .............      983,310         333,600
      85,000  Wolverine World Wide Inc. ...      855,819         929,687
                                            ------------    ------------
                                              32,279,181      33,704,671
                                            ------------    ------------
              CONSUMER SERVICES -- 0.6%
     510,000  Rollins Inc. ................    8,910,327       7,650,000
                                            ------------    ------------
              DIVERSIFIED INDUSTRIAL -- 0.7%
      50,000  Ampco-Pittsburgh Corp. ......      250,017         506,250
     100,000  GenTek Inc. .................      987,458       1,043,750
     225,000  Katy Industries Inc. ........    1,943,459       1,954,687
      85,000  Lamson & Sessions Co.+ ......      486,339         414,375
      40,000  Reynolds Metals Co. .........    2,706,478       3,065,000
     145,000  WHX Corp.+ ..................    1,613,331       1,305,000
                                            ------------    ------------
                                               7,987,082       8,289,062
                                            ------------    ------------
              ELECTRONICS -- 0.7%
     100,000  Thomas & Betts Corp. ........    3,030,729       3,187,500
     145,000  Watkins-Johnson Co. .........    4,372,669       5,800,000
                                            ------------    ------------
                                               7,403,398       8,987,500
                                            ------------    ------------
              ENERGY AND UTILITIES -- 1.4%
     130,000  Columbia Energy Group .......    8,383,050       8,222,500
     110,000  Florida Progress Corp. ......    5,138,168       4,654,375
     156,000  Southwest Gas Corp. .........    3,027,730       3,588,000
                                            ------------    ------------
                                              16,548,948      16,464,875
                                            ------------    ------------
              ENTERTAINMENT -- 20.0%
     200,000  Ascent Entertainment
                Group Inc.+ ...............    2,147,378       2,537,500
     150,000  GC Companies Inc.+ ..........    5,696,631       3,881,250
     879,800  Liberty Media Group, Cl. A+ .    8,770,477      49,928,650
     115,000  Seagram Co. .................    5,507,439       5,167,813
     770,000  USA Networks Inc.+ ..........   10,480,314      42,542,500
   2,260,000  Viacom Inc., Cl. A+ .........   36,443,972     136,588,750
                                            ------------    ------------
                                              69,046,211     240,646,463
                                            ------------    ------------

                 See accompanying notes to financial statements.

                                       11
<PAGE>
THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                               MARKET
     SHARES                                     COST           VALUE
     ------                                     ----          --------

              COMMON STOCKS (CONTINUED)
              ENVIRONMENTAL SERVICES -- 1.1%
     765,000  Waste Management Inc. ....... $ 16,631,262    $ 13,148,437
                                            ------------    ------------
              EQUIPMENT AND SUPPLIES -- 7.2%
     150,000  CIRCOR International Inc.+ ..    1,383,138       1,546,875
      30,000  Deere & Co. .................      804,338       1,301,250
     250,000  Flowserve Corp. .............    5,729,068       4,250,000
     130,000  Gerber Scientific Inc. ......    1,111,661       2,851,875
     225,000  Hussmann
                International Inc. ........    1,810,085       3,389,062
     800,000  Mark IV Industries Inc. .....   14,824,962      14,150,000
     780,000  Navistar International
                Corp.+ ....................   20,812,885      36,952,500
     239,000  Pittway Corp., Cl. A ........      490,526      10,710,187
      75,000  Sequa Corp., Cl. A+ .........    2,704,459       4,045,312
      24,500  Sequa Corp., Cl. B+ .........    1,203,320       1,470,000
       7,500  Smith (A.O.) Corp., Cl. A ...      208,100         159,375
       2,500  Smith (A.O.) Corp., Cl. B ...       62,781          54,687
     400,000  Watts Industries Inc., Cl. A     4,957,061       5,900,000
                                            ------------    ------------
                                              56,102,384      86,781,123
                                            ------------    ------------
              FINANCIAL SERVICES -- 0.8%
      12,000  Chase Manhattan Corp. .......      878,350         932,250
      35,000  Mellon Financial Corp. ......    1,233,281       1,192,188
      60,000  Merrill Lynch & Co. Inc. ....    4,123,389       5,010,000
     150,000  Pioneer Group Inc.+ .........    2,818,058       2,362,500
      15,000  St. Paul Companies Inc. .....      505,719         505,313
                                            ------------    ------------
                                               9,558,797      10,002,251
                                            ------------    ------------
              FOOD AND BEVERAGE -- 2.5%
      35,000  Advantica Restaurant
                Group Inc.+ ...............      307,389          61,250
      35,000  Bestfoods Inc. ..............    1,746,063       1,839,688
      55,000  Celestial Seasonings Inc.+ ..      947,508       1,023,516
     185,000  Corn Products
                International Inc. ........    5,548,285       6,058,750
     360,000  PepsiCo Inc. ................   12,667,623      12,690,000
     640,000  Whitman Corp. ...............    7,692,913       8,600,000
                                            ------------    ------------
                                              28,909,781      30,273,204
                                            ------------    ------------
              HEALTH CARE -- 1.0%
     110,000  American Home
                Products Corp. ............    4,876,438       4,338,125
     280,000  IVAX Corp.+ .................    2,615,606       7,210,000
                                            ------------    ------------
                                               7,492,044      11,548,125
                                            ------------    ------------
              HOTELS AND GAMING -- 3.5%
     600,000  Aztar Corp.+ ................    4,319,446       6,525,000
     270,000  Gaylord Entertainment
                Co., Cl. A ................    7,844,274       8,083,125



                                                               MARKET
     SHARES                                     COST           VALUE
     ------                                     ----          --------
     670,000  Hilton Hotels Corp. ......... $  9,995,067    $  6,448,750
   1,750,000  Ladbroke Group plc, ADR .....    7,520,890       5,604,082
   1,000,000  Mirage Resorts Inc.+ ........   15,831,143      15,312,500
                                            ------------    ------------
                                              45,510,820      41,973,457
                                            ------------    ------------
              METALS AND MINING -- 0.4%
      15,000  Barrick Gold Corp. ..........      269,828         265,313
     500,000  Echo Bay Mines Ltd.+ ........    1,487,760         593,750
      80,000  Homestake Mining Co. ........      952,438         625,000
      50,000  Newmont Mining Corp. ........    1,292,125       1,225,000
      55,000  Placer Dome Inc. ............      651,513         591,250
     365,000  Royal Oak Mines Inc.+ .......      533,235          15,131
   2,000,000  TVX Gold Inc.+ ..............    2,601,767       1,625,000
                                            ------------    ------------
                                               7,788,666       4,940,444
                                            ------------    ------------
              PAPER AND FOREST PRODUCTS-- 0.4%
     500,000  Pactiv Corp.+ ...............    6,003,369       5,312,500
                                            ------------    ------------
              PUBLISHING -- 9.5%
      25,000  McGraw Hill Companies Inc. ..      771,004       1,540,625
   1,752,000  Media General Inc., Cl. A (b)   38,654,098      91,104,000
     115,000  Meredith Corp. ..............    2,294,407       4,794,063
     350,000  Penton Media Inc. ...........    4,061,045       8,400,000
     250,000  Reader's Digest
                Association Inc., Cl. B ...    6,210,153       6,625,000
      35,000  Tribune Co. .................    1,070,950       1,927,188
                                            ------------    ------------
                                              53,061,657     114,390,876
                                            ------------    ------------
              REAL ESTATE -- 0.9%
     750,000  Catellus Development
                Corp.+ ....................    9,453,786       9,609,375
     130,000  Griffin Land &
                Nurseries Inc.+ ...........    1,463,689       1,495,000
                                            ------------    ------------
                                              10,917,475      11,104,375
                                            ------------    ------------
              RETAIL -- 3.0%
     300,000  Albertson's Inc. ............    9,382,650       9,675,000
   1,450,000  AutoNation Inc.+ ............   18,801,850      13,412,500
     100,000  Blockbuster Inc., Cl. A+ ....    1,201,624       1,337,500
      15,000  Burlington Coat Factory
                Warehouse Corp. ...........      236,342         208,125
      60,000  Delhaize America Inc., Cl. A     1,663,792       1,218,750
      63,600  Ingles Markets Inc., Cl. A ..      813,890         707,550
     140,000  Lillian Vernon Corp. ........    2,004,440       1,557,500
     298,000  Neiman Marcus Group Inc.+ ...    7,843,569       8,027,375
                                            ------------    ------------
                                              41,948,157      36,144,300
                                            ------------    ------------

                 See accompanying notes to financial statements.

                                       12
<PAGE>
THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                               MARKET
     SHARES                                     COST           VALUE
     ------                                     ----          --------
              COMMON STOCKS (CONTINUED)
              SATELLITE -- 0.9%
     250,000  COMSAT Corp. ................ $  6,147,202   $   4,968,750
     145,000  Loral Space &
                Communications Ltd.+ ......    2,557,395       3,525,313
     132,600  TCI Satellite Entertainment
                Inc., Cl. A+ ..............    1,104,453       2,121,600
                                            ------------   -------------
                                               9,809,050      10,615,663
                                            ------------   -------------
              SPECIALTY CHEMICALS -- 0.9%
      25,000  Dexter Corp. ................      766,919         993,750
     250,000  Ferro Corp. .................    4,571,499       5,500,000
     100,000  General Chemical Group Inc. .      330,642         231,250
     130,000  Monsanto Co. ................    5,563,118       4,631,250
                                            ------------   -------------
                                              11,232,178      11,356,250
                                            ------------   -------------
              TELECOMMUNICATIONS -- 2.4%
     780,000  Citizens Utilities Co., Cl. B+   8,019,934      11,066,250
     172,462  Commonwealth Telephone
                Enterprises Inc.+ .........    3,170,439       9,118,928
     100,000  RCN Corp.+ ..................      602,133       4,850,000
     144,000  Rogers Communications
                Inc., Cl. B, ADR+ .........    2,407,223       3,564,000
                                            ------------   -------------
                                              14,199,729      28,599,178
                                            ------------   -------------
              WIRELESS COMMUNICATIONS -- 7.8%
     144,000  Rogers Cantel Mobile
                Communications Inc., Cl. B+    2,209,939       5,238,000
     500,000  Telecom Italia Mobile SpA ...    1,844,697       5,585,202
     660,000  Telephone & Data
                Systems Inc. ..............   28,192,007      83,160,000
                                            ------------   -------------
                                               32,46,643      93,983,202
                                            ------------   -------------
              TOTAL COMMON STOCKS            668,564,160   1,125,455,789
                                            ------------   -------------

              PREFERRED STOCK -- 0.4%
              PUBLISHING -- 0.4%
     155,500  News Corp. Ltd., Pfd., ADR ..    2,390,998       5,199,531
                                            ------------   -------------

    PRINCIPAL
     AMOUNT
     ------
              U.S. GOVERNMENT OBLIGATIONS -- 4.2%
 $52,274,000  U.S. Treasury Bills,
               5.17% to 5.33%++,
               due 01/13/00 to 03/30/00 (c)   51,631,786      51,646,366
                                            ------------   -------------



    PRINCIPAL                                                  MARKET
     AMOUNT                                     COST           VALUE
     ------                                     ----          --------
              REPURCHASE AGREEMENTS -- 1.9%
 $22,358,000  Agreement with State Street
                Bank & Trust Co.,
                3.25%, dated 12/31/99,
                due 01/03/00, proceeds at
                maturity $22,364,055 (d) .. $ 22,358,000  $   22,358,000
                                            ------------  --------------
              TOTAL
               INVESTMENTS -- 99.9% ........ $744,944,944   1,204,659,686
                                            ============
              OTHER ASSETS AND
               LIABILITIES (NET)-- 0.1% .................        660,758
                                                          --------------
              NET ASSETS -- 100.0%
               (61,973,517 shares outstanding) .......... $1,205,320,444
                                                          ==============
              NET ASSET VALUE AND REDEMPTION
               PRICE PER SHARE ..........................         $19.45
                                                                  ======
              MAXIMUM OFFERING PRICE PER SHARE
                ($19.45 / .945,  based on maximum
                sales charge of 5.5% of the offering
                price at December 31, 1999) .............         $20.58
                                                                  ======
- ------------------------
              For Federal tax purposes:
              Aggregate cost ............................   $745,858,564
                                                            ------------
              Gross unrealized appreciation .............   $506,604,673
              Gross unrealized depreciation .............    (47,803,551)
                                                            ------------
              Net unrealized appreciation ...............   $458,801,122
                                                            ============


      NUMBER OF                                              UNREALIZED
      CONTRACTS                                             DEPRECIATION
      ---------                                             ------------
              FUTURES CONTRACTS
         100  Short S&P 500 Index Futures
                03/16/00 ................................   $ (1,107,000)
                                                            ------------
    ------------------------
    (a)   Security fair valued under procedures established by the
          Board of Directors.
    (b)   Security considered an affiliated holding because the Fund owns
          at least 5% of the outstanding shares.
    (c)   Security was pledged as collateral for future contracts.
    (d)   Collateralized by U.S. Treasury Bond, 8.50%, due 02/15/20, market
          value $22,805,550.
    +     Non-income producing security.
    ++    Represents annualized yield at the date of purchase.
    ADR - American Depositary Receipt.
    GDR - Global Depositary Receipt.

                 See accompanying notes to financial statements.

                                       13
<PAGE>
                           THE GABELLI VALUE FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

ASSETS:
  Investments, at value (Cost $744,944,944) ......  $1,204,659,686
  Cash and foreign currency,
    at value (Cost $31,448) ......................          32,078
  Dividends and interest receivable ..............         404,488
  Receivable for investments sold ................       2,141,877
  Receivable for Fund shares sold ................       3,061,379
                                                    --------------
  TOTAL ASSETS ...................................   1,210,299,508
                                                    --------------
LIABILITIES:
  Payable for investments purchased ..............       2,056,965
  Payable for Fund shares redeemed ...............         991,543
  Payable for investment advisory fees ...........         988,093
  Payable for distribution fees ..................         476,676
  Payable to custodian ...........................          80,000
  Payable for shareholder services fees ..........          89,500
  Variation margin ...............................          85,000
  Other accrued expenses .........................         211,287
                                                    --------------
  TOTAL LIABILITIES ..............................       4,979,064
                                                    --------------
  NET ASSETS applicable to 61,973,517
    shares outstanding ...........................  $1,205,320,444
                                                    ==============
NET ASSETS CONSIST OF:
  Shares of capital stock, at par value ..........  $       61,974
  Additional paid-in capital .....................     746,456,718
  Accumulated net realized gain on investments,
    futures contracts and foreign currency
    transactions .................................         193,380
  Net unrealized appreciation on investments,
    futures contracts and foreign currency
    transactions .................................     458,608,372
                                                    --------------
   TOTAL NET ASSETS ..............................  $1,205,320,444
                                                    ==============
  NET ASSET VALUE and redemption price per
    share ($1,205,320,444 / 61,973,517 shares
    outstanding; 300,000,000 shares authorized
    of $0.001 par value) .........................          $19.45
                                                            ======
    Maximum offering price per share ($19.45 / .945,
    based on maximum sales charge of 5.5% of the
    offering price at December 31, 1999) .........          $20.58
                                                            ======


STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

INVESTMENT INCOME:
  Dividends (net of foreign taxes of $15,044) ....    $  5,263,790
  Dividends from securities of affiliated issuers        1,008,900
  Interest .......................................       3,514,929
                                                      ------------
  TOTAL INVESTMENT INCOME ........................       9,787,619
                                                      ------------
EXPENSES:
  Investment advisory fees .......................      10,010,005
  Distribution fees ..............................       2,502,501
  Shareholder services fees ......................         643,961
  Custodian fees .................................         231,546
  Shareholder communications expenses ............         205,677
  Directors' fees ................................          82,724
  Legal and audit fees ...........................          72,108
  Miscellaneous expenses .........................          50,480
                                                      ------------
  TOTAL EXPENSES .................................      13,799,002
                                                      ------------
  NET INVESTMENT LOSS ............................      (4,011,383)
                                                      ------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
  Net realized gain on investments, futures
    contracts and foreign currency transactions ..     100,076,762
  Net realized gain on investments in securities of
    affiliated issuers ...........................         774,663
  Net change in unrealized appreciation on
    investments, futures contracts and foreign
    currency transactions ........................     175,404,520
                                                      ------------
  NET REALIZED AND UNREALIZED GAIN ON
    INVESTMENTS, FUTURES CONTRACTS AND
    FOREIGN CURRENCY TRANSACTIONS ................     276,255,945
                                                      ------------
  NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ..............................    $272,244,562
                                                      ============



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 .......................................................   $   (4,011,383)       $ (3,003,546)
  Net realized gain on investments, futures contracts
    and foreign currency transactions .......................................      100,851,425          71,122,721
  Net change in unrealized appreciation on investments, futures
    contracts and foreign currency transactions .............................      175,404,520          78,651,758
                                                                                --------------        ------------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................      272,244,562         146,770,933
                                                                                --------------        ------------
DISTRIBUTIONS TO SHAREHOLDERS:
  Net realized gain on investments ..........................................      (98,020,328)        (67,357,159)
                                                                                --------------        ------------
  TOTAL DISTRIBUTIONS TO SHAREHOLDERS .......................................      (98,020,328)        (67,357,159)
                                                                                --------------        ------------
CAPITAL SHARE TRANSACTIONS:
  Net increase in net assets from capital share transactions ................      232,283,949         122,851,446
                                                                                --------------        ------------
  NET INCREASE IN NET ASSETS ................................................      406,508,183         202,265,220
NET ASSETS:
  Beginning of period .......................................................      798,812,261         596,547,041
                                                                                --------------        ------------
  End of period .............................................................   $1,205,320,444        $798,812,261
                                                                                ==============        ============
</TABLE>

                 See accompanying notes to financial statements.

                                       14
<PAGE>
THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. ORGANIZATION.  The Gabelli Value Fund Inc. (the "Fund") was organized on July
20,  1989 as a Maryland  corporation.  The Fund is a  non-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 long term
capital appreciation.  The Fund commenced investment operations on September 29,
1989.

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 Directors. Short term debt securities with remaining maturities of 60 days or
less are valued at amortized cost, unless the Directors  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  Directors.  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.

REPURCHASE  AGREEMENTS.  The Fund may  enter  into  repurchase  agreements  with
primary  government  securities dealers recognized by the Federal Reserve Board,
with member banks of the Federal Reserve System or with other brokers or dealers
that meet credit guidelines  established by the Directors.  Under the terms of a
typical  repurchase  agreement,  the Fund takes possession of an underlying debt
obligation subject to an obligation of the seller to repurchase, and the Fund to
resell, the obligation at an agreed-upon price and time, thereby determining the
yield  during  the Fund's  holding  period.  The Fund will  always  receive  and
maintain  securities  as  collateral  whose  market  value,   including  accrued
interest,  will be at least equal to 100% of the dollar  amount  invested by the
Fund in each agreement. The Fund will make payment for such securities only upon
physical  delivery or upon evidence of book entry  transfer of the collateral to
the  account of the  custodian.  To the extent that any  repurchase  transaction
exceeds one business day, the value of the collateral is  marked-to-market  on a
daily basis to maintain the adequacy of the  collateral.  If the seller defaults
and the  value of the  collateral  declines  or if  bankruptcy  proceedings  are
commenced  with  respect  to the  seller  of the  security,  realization  of the
collateral by the Fund may be delayed or limited.

FUTURES  CONTRACTS.  The Fund may engage in futures contracts for the purpose of
hedging  against  changes in the value of its  portfolio  securities  and in the
value of  securities  it  intends  to  purchase.  Upon  entering  into a futures
contract,  the Fund is required to deposit  with the broker an amount of cash or
cash equivalents equal to a certain  percentage of the contract amount.  This is
known as the "initial margin."

                                       15

<PAGE>
THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

Subsequent payments  ("variation  margin") are made or received by the Fund each
day, depending on the daily fluctuation of the value of the contract.  The daily
changes in the  contract are included in  unrealized  gains or losses.  The Fund
recognizes a realized gain or loss when the contract is closed.

There are several  risks in  connection  with the use of futures  contracts as a
hedging device. The change in value of futures contracts  primarily  corresponds
with the value of their underlying instruments, which may not correlate with the
change in value of the hedged investments.  In addition,  there is the risk that
the Fund may not be able to  enter  into a  closing  transaction  because  of an
illiquid secondary market.

FOREIGN CURRENCY  TRANSLATION.  The books and records of the Fund are maintained
in United States  (U.S.)  dollars.  Foreign  currencies,  investments  and other
assets and liabilities  are translated  into U.S.  dollars at the exchange rates
prevailing  at the end of the  period,  and  purchases  and sales of  investment
securities,  income and expenses are translated at the exchange rate  prevailing
on the respective dates of such transactions. Unrealized gains and losses, which
result from changes in foreign exchange rates and/or changes in market prices of
securities,  have  been  included  in  unrealized  appreciation/depreciation  on
investments and foreign  currency  transactions.  Net realized  foreign currency
gains and losses  resulting  from  changes in  exchange  rates  include  foreign
currency gains and losses  between trade date and settlement  date on investment
securities  transactions,  foreign  currency  transactions  and  the  difference
between the amounts of interest and dividends  recorded on the books of the Fund
and the amounts  actually  received.  The portion of foreign  currency gains and
losses  related to  fluctuation in exchange rates between the initial trade date
and  subsequent  sale  trade  date  is  included  in  realized   gain/(loss)  on
investments.

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 $4,011,383 and decrease  accumulated net
realized  gain  on   investments,   futures   contracts  and  foreign   currency
transactions for $3,646,035 with an offsetting  adjustment to additional paid-in
capital.

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.

Dividends and interest from non-U.S.  sources received by the Fund are generally
subject  to  non-U.S.  withholding  taxes  at  rates  ranging  up to  30%.  Such
withholding  taxes may be reduced or  eliminated  under the terms of  applicable
U.S. income tax treaties, and the Fund intends to undertake any procedural steps
required to claim the benefits of such treaties.

                                       16
<PAGE>

THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

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 Directors of the Fund who are its affiliates.

4.  DISTRIBUTION  PLAN. The Fund's Board of Directors 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 $2,502,501,  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 $625,528,419 and
$544,854,807, respectively.

6.  TRANSACTIONS  WITH AFFILIATES.  During the year ended December 31, 1999, the
Fund paid brokerage  commissions of $842,016 to Gabelli & Company,  Inc. and its
affiliates.  During the year ended  December 31, 1999,  Gabelli & Company,  Inc.
informed  the  Fund  that  it  received  $429,606  from  investors  representing
commissions (sales charges and underwriting fees) on sales of Fund shares.

7. CAPITAL STOCK  TRANSACTIONS.  Transactions in shares of capital stock 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 ......................................    46,091,287     $854,723,224       27,523,248     $432,994,065
Shares issued upon reinvestment of dividends .....     4,831,785       91,140,380        3,911,560       60,786,193
Shares redeemed ..................................   (38,641,620)    (713,579,655)     (23,466,641)    (370,928,812)
                                                     -----------     ------------      -----------     ------------
    Net increase .................................    12,281,452     $232,283,949        7,968,167     $122,851,446
                                                     ===========     ============      ===========     ============
</TABLE>

8.  TRANSACTIONS  IN  SECURITIES  OF  AFFILIATED  ISSUERS.  The 1940 Act defines
affiliated  issuers as those in which the Fund's holdings of an issuer represent
5% or more of the outstanding  voting securities of the issuer. A summary of the
Fund's  transactions  in the  securities of these issuers  during the year ended
December 31, 1999, is set forth below:
<TABLE>
<CAPTION>
                                                                                                          PERCENT
                                                NET                                         VALUE AT       OWNED
                                 BEGINNING     SHARES     ENDING    REALIZED   DIVIDEND   DECEMBER 31,    OF SHARES
                                  SHARES     PURCHASED    SHARES      GAIN      INCOME       1999        OUTSTANDING
                                 ---------   ---------    ------    --------  ---------   ------------   -----------
<S>                              <C>           <C>      <C>         <C>       <C>          <C>              <C>
Media General Inc., CI. A        1,678,000     74,000   1,752,000   $774,663  $1,008,900   $91,104,000      6.73%
                                                                    ========  ==========   ===========
</TABLE>

9. NEW SHARE  CLASSES.  On February 17, 1999, the Board of Directors of the Fund
approved  a  Rule  18f-3  Multi-Class  Plan  relating  to  the  creation  of two
additional  classes  of shares of the Fund -- Class B Shares  and Class C Shares
(the "New Share  Classes").  The existing  class of shares was  redesignated  as
Class A 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 A Shares) to be effective  upon the  commencement  of the offering of the
New Share Classes.  The New Share Classes are currently not being offered to the
public.

                                       17
<PAGE>

THE GABELLI VALUE FUND INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Selected data for a share of capital stock 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 ........   $    16.08      $ 14.30      $  11.52      $  11.61     $  10.49
                                                   ----------      -------      --------      --------     --------
   Net investment income (loss) ................        (0.06)       (0.05)        (0.05)        (0.02)        0.05
   Net realized and unrealized gain
     on investments ............................         5.15         3.32          5.55          1.04         2.30
                                                   ----------      -------      --------      --------     --------
   Total from investment operations ............         5.09         3.27          5.50          1.02         2.35
                                                   ----------      -------      --------      --------     --------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income .......................           --           --            --            --        (0.05)
   Net realized gain on investments ............        (1.72)       (1.49)        (2.72)        (1.10)       (1.18)
   Paid-in capital .............................           --           --            --         (0.01)          --
                                                   ----------      -------      --------      --------     --------
   Total distributions .........................        (1.72)       (1.49)        (2.72)        (1.11)       (1.23)
                                                   ----------      -------      --------      --------     --------
   NET ASSET VALUE, END OF PERIOD ..............   $    19.45      $ 16.08      $  14.30      $  11.52     $  11.61
                                                   ==========      =======      ========      ========     ========
   Total return+ ...............................        31.9%        23.2%         48.2%          8.7%        22.5%
                                                   ==========      =======      ========      ========     ========
RATIOS TO AVERAGE NET ASSETS AND
   SUPPLEMENTAL DATA:
   Net assets, end of period (in 000's) ........   $1,205,320     $798,812      $596,547      $460,836     $486,144
   Ratio of net investment income (loss)
     to average net assets .....................      (0.40)%      (0.41)%       (0.45)%       (0.12)%        0.42%
   Ratio of operating expenses
     to average net assets .....................        1.38%        1.40%         1.42%         1.40%        1.50%
   Portfolio turnover rate .....................          59%          46%           44%           37%          65%
</TABLE>

- -------------------------------
+ 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 and does not reflect any applicable sales
  charges.

                 See accompanying notes to financial statements.

                                       18
<PAGE>

THE GABELLI VALUE FUND INC.
REPORT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To The Board of Directors and Shareholders of
The Gabelli Value Fund Inc.

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 Value Fund Inc. (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  $0.41 per share and long term capital gains totaling $1.31 per
share.  For the fiscal year ended  December  31,  1999,  25.32% 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 9.02%. 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 Value 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.
- --------------------------------------------------------------------------------

                                       19
<PAGE>
                           THE GABELLI VALUE FUND INC.
                              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 DIRECTORS

           Mario J. Gabelli, CFA             Robert J. Morrissey
           CHAIRMAN AND CHIEF                ATTORNEY-AT-LAW
           INVESTMENT OFFICER                MORRISSEY, HAWKINS & LYNCH
           GABELLI ASSET MANAGEMENT INC.

           Felix J. Christiana               Karl Otto Pohl
           FORMER SENIOR VICE PRESIDENT      FORMER PRESIDENT
           DOLLAR DRY DOCK SAVINGS BANK      DEUTSCHE BUNDESBANK

           Anthony J. Colavita               Anthony R. Pustorino
           ATTORNEY-AT-LAW                   CERTIFIED PUBLIC ACCOUNTANT
           ANTHONY J. COLAVITA, P.C.         PROFESSOR, PACE UNIVERSITY


                                    OFFICERS

           Mario J. Gabelli, CFA             Bruce N. Alpert
           PRESIDENT AND CHIEF               CHIEF OPERATING OFFICER
           INVESTMENT OFFICER                VICE PRESIDENT AND
                                             TREASURER
           James E. McKee
           SECRETARY



                                   CUSTODIAN
                      Boston Safe Deposit and Trust Company

                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
                       State Street Bank and Trust Company

                                  LEGAL COUNSEL
                            Willkie Farr & Gallagher

                                   UNDERWRITER
                             Gabelli & Company, Inc.




- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli Value Fund Inc. It is not  authorized  for  distribution  to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------

GAB409Q499SR


                                             [Photo of Mario J. Gabelli omitted]

THE
GABELLI
VALUE
FUND
INC.




                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 1999



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