GABELLI VALUE FUND INC
N-30B-2, 2000-05-18
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                           THE GABELLI VALUE FUND INC.

                              FIRST QUARTER REPORT
                                 MARCH 31, 2000

                          [Graphic of 4 stars omitted]

            MORNINGSTAR RATED(TM) GABELLI VALUE FUND 4 STARS OVERALL
                  AND FOR THE THREE AND TEN-YEAR PERIODS ENDED
               03/31/00 AMONG 3571 AND 786 DOMESTIC EQUITY FUNDS,
          RESPECTIVELY, AND THREE STARS FOR THE FIVE-YEAR PERIOD ENDED
                   03/31/00 AMONG 2283 DOMESTIC EQUITY FUNDS.

TO OUR SHAREHOLDERS,

      In the first  quarter of 2000, we continued to experience a "have and have
not" stock  market.  Until the last week of the quarter,  when we saw a rotation
out of the  technology  sector and into value  sectors,  so called "new economy"
stocks flourished,  while "old economy" stocks languished or retreated.  Despite
the late sell-off, the technology-heavy Nasdaq Composite Index and the small cap
growth-oriented  Russell  2000 Index  finished  with solid gains.  However,  the
Standard & Poor's 500 Index closed the quarter only modestly  higher,  while the
Dow Jones Industrial Average declined.

      Momentum  investing--buying  stocks that are rising in price--continued to
be considerably more rewarding than owning stocks  representing good fundamental
values. We do not know how much longer this trend will continue. However, we see
exceptional  opportunity  for  selective  value  investors  in a market that has
shunned high quality companies in a wide range of healthy industries.

INVESTMENT PERFORMANCE

      For the first quarter ended March 31, 2000,  The Gabelli Value Fund's (the
"Fund") total return was (3.86)%. The Standard & Poor's ("S&P") 500 Index, Value
Line  Composite and Russell 2000 Indices had total  returns of 2.29%,  4.03% and
7.08%, respectively,  over the same period. Each index is an unmanaged indicator
of  stock  market  performance.  The  Fund  was  up  17.96%  over  the  trailing
twelve-month  period. The S&P 500, Value Line Composite and Russell 2000 Indices
rose 17.93%, 19.47% and 37.29%, respectively, over the same twelve-month period.

      For the  ten-year  period  ended March 31,  2000,  the Fund's total return
averaged  18.39%  annually  versus average annual returns of 18.82%,  14.34% and
14.44%  for  the S&P  500,  Value  Line  Composite  and  Russell  2000  Indices,
respectively.  Since inception on September 29, 1989 through March 31, 2000, the
Fund had a  cumulative  total  return of  438.98%,  which  equates to an average
annual total return of 17.38%.

- --------------------------------------------------------------------------------
PAST  PERFORMANCE  IS NO GUARANTEE OF FUTURE  RESULTS.  Morningstar  proprietary
ratings reflect  historical  risk adjusted  performance as of March 31, 2000 and
are subject to change every month.  Morningstar  ratings are  calculated  from a
Fund's  three,  five and  ten-year  average  annual  returns in excess of 90-day
T-Bill returns with  appropriate fee adjustments and a risk factor that reflects
fund  performance  below 90-day  T-Bill  returns.  The top 10% of the funds in a
broad asset class  receive five stars,  the next 22.5%  receive four stars,  the
next 35% receive  three stars,  the next 22.5%  receive two stars and the bottom
10% receive one star.

<PAGE>

INVESTMENT RESULTS (a)
- --------------------------------------------------------------------------------
                                           Quarter
                         -----------------------------------------
                           1st        2nd        3rd        4th         Year
                           ---        ---        ---        ---         ----
2000:  Net Asset Value   $18.70       --         --          --          --
       Total Return      (3.9)%       --         --          --          --
- -----------------------------------------------------------------------------
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)
- -----------------------------------------------------------------------------

- -------------------------------------------------------
     Average Annual Returns - March 31, 2000 (a)
     -------------------------------------------
1 Year .....................................  17.96%
       .....................................  11.45%(c)
5 Year .....................................  23.18%
 ...........................................  21.81%(c)
10 Year ....................................  18.39%
       .....................................  17.72%(c)
Life of Fund (b) ...........................  17.38%
       .....................................  16.75%(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>

MULTI-CLASS SHARES

      In March of 2000, we introduced new classes of shares of the Gabelli Value
Fund. The original shares have been  redesignated  as Class A Shares,  while the
new  classes  will be  known  as  Class B and  Class C  Shares  and  incorporate
contingent  deferred sales charges upon redemption  within certain time periods.
The new share  classes  provide  alternative  options for investing in the Value
Fund  through  brokers  who  have  entered  into  selling  agreements  with  our
distributor.  For the month ended March 31, 2000, the Gabelli Value Fund Class B
and Class C Shares  both  returned  3.43%.  The Class B and Class C Shares  each
ended the quarter with net asset values of $18.70.

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 omitted]
Pyramid text as follows:
     EPS
     PMV
     MANAGEMENT
     CASH FLOW
     RESEARCH

     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 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.


                                        3

<PAGE>

COMMENTARY

THE PERILS OF PAULINE

     In each  episode of the old movie  serial,  "The  Perils of  Pauline",  the
heroine  faced  certain  doom until a hero  suddenly  appeared  to save the day.
Through most of the first  quarter of 2000,  equities  were  imperiled by rising
short-term  interest rates and the perception that Federal Reserve Chairman Alan
Greenspan  was  determined  to restrain the stock market as well as the economy.
With  equities  dangling  from a cliff,  a hero in the form of declining  market
interest  rates  (bond  yields)  rescued  stocks  from a sharp  correction  that
appeared ready to turn into a full scale bear market.

      Of course,  in the old movie shorts,  as soon as Pauline  escaped from one
life-threatening  predicament, she was thrust into another. Over the short term,
we suspect the stock market will also face a series of new dangers.  The Federal
Reserve should continue to hike short-term  interest rates,  eventually  killing
the nascent bond market rally and putting pressure back on stocks. Valuations in
the  technology  sector  also  present  a risk  to the  market.  If  some of the
technology  "bellwethers" fall short of rather grand earnings  expectations,  we
could see a sharp  correction that would drag down the market indices.  There is
also the  uncertainty of an election year.  Will a Bush victory lead to tax cuts
that will help sustain  consumer  spending or will a Gore triumph dash the hopes
of consumers and investors counting on tax relief?

      There are plenty of  potential  heroes  that  could once again  rescue the
market.  Corporate  earnings  growth is strong  and,  with  synchronized  global
growth,  may get stronger.  If we see evidence of economic  deceleration  in the
second  half of the year,  the Fed may release  the  monetary  brakes and market
interest  rates  could  come down  further.  We should  continue  to see  deals,
particularly in out-of-favor  industries  where many great companies have become
irresistible  business  bargains.  Deals may finally prop up the value sector of
the market. Finally,  investors love happy endings. Over the last several years,
whenever stocks have stumbled investors have rushed in to lift them to safety.

      We are always attuned to the economic and stock market melodrama. However,
we try to keep our  shareholders  out of  harm's  way by  investing  in  quality
companies  trading at a discount to their "real world" economic value.  This may
be dull and periodically not particularly  productive.  However, over the Fund's
history, this approach has produced rewarding returns.

OLD ECONOMY, NEW ECONOMY

      The  financial  press  and  market   observers  are  adept  at  developing
simplistic theories to explain market trends. Recently, the pundits have divided
the market into "old economy" and "new economy"  stocks.  The former are thought
to be worthless and the latter are perceived as almost priceless.  A closer look
at the situation reveals the flaws in this current logic.

      The so-called  "new economy"  stocks are  primarily  technology  companies
developing new ways to distribute information,  products, and services. Some are
fine companies with exceptional  growth  prospects.  However,  the "new economy"
superstars do not drill for oil, process chemicals, make household goods or

                                        4

<PAGE>

food  products,  or manufacture  automobiles.  They do not knit sweaters or make
shoes.  They  do not  build  houses.  They do not  produce  motion  pictures  or
television programs.  They are simply building systems that make it possible for
"old economy"  companies to provide these  essential  products and services more
efficiently and cost effectively.  Will the best of the "new economy"  companies
make  money  and,  over the long  term,  enrich  investors?  Yes.  Will the "old
economy"  companies that harness the power of new technologies  prosper and also
reward shareholders?  Yes. Presently,  investors can pay sky-high valuations for
"new economy"  companies or scoop up high quality "old  economy"  stocks at deep
discounts.

      Let me give you an example. General Motors, Ford, and Daimler Chrysler are
developing a business-to-business Internet network to streamline the procurement
of auto parts from original  equipment  manufacturers.  Oracle,  E-commerce (20%
owned by GM), and i2 Technologies are building the network and will help operate
it. We imagine they will profit in the process. But the automobile manufacturers
will also benefit substantially.  The automakers estimate this new network could
shave as much as $2,000 from the cost of  manufacturing a new  automobile.  This
should translate into lower automobile prices,  increased demand,  higher volume
and better earnings for these boring "old economy" companies.

      Additionally, the automakers will own this network. Marked to market based
on valuations currently being given to "B2B" network companies, this could be an
incredibly valuable and still largely unrecognized asset. You can pay incredible
multiples for the stock of Oracle and i2 Technologies and you may continue to be
rewarded,   albeit  with  the  escalating  risk  that  accompanies  historically
unprecedented valuations. Or, you can buy the stock of GM for ten times earnings
and three times cash flow. We also note that GM has a substantial  investment in
General  Motors  Hughes,  a  "new  economy"  company  dominating  the  satellite
broadcasting  business through its DirecTV division. If we back out the value of
GM's  ownership in GM Hughes,  the stock is even less  expensive,  trading at an
almost absurdly low price to earnings multiple and roughly 2.5 times cash flow.

      GM is just one example of an "old economy" company employing "new economy"
technologies to its advantage.  We believe "brick and mortar"  retailers will do
well as they  further  develop  "click  and  mortar"  capabilities.  Established
financial  services  companies  should  also do well as they  introduce  on-line
services.  Once  again,  you have the option of paying up for the "new  economy"
kids on the  block or paying  discount  prices  for  established,  high  quality
companies that can and will prosper using new technologies.

THE ENVELOPE PLEASE

      This quarter,  our performance  awards go to entertainment  stocks such as
Seagram and GC  Companies.  Industrial  companies  Lamson & Sessions  and Gentek
contributed  nicely to returns.  We enjoyed our stay at Hilton  Group and Mirage
Resorts  (which  agreed to be  acquired  by MGM Grand),  and were  rewarded  for
staying tuned to Rogers Communications.

      A few of our  old  favorites  stumbled  slightly  in  the  first  quarter,
including  broadcasters  Chris-Craft  and  Liberty  Corp.  as well as  equipment
manufacturer Navistar. We expect these stocks to improve in the future.

                                        5

<PAGE>

TIME WARNER AND AOL--THE SHAPE OF DEALS TO COME

      The impending  marriage of Time Warner and America Online combines the old
economy with the new (product with distribution)--a merger trend that we believe
will gain  momentum in the years ahead.  Wall Street is  struggling  over how to
value the bride and the groom prior to the wedding.  Analysts following AOL were
accustomed  to  looking   primarily  at  top  line  revenue  growth  and  making
assumptions  regarding future operating  margins.  Analysts covering Time Warner
(including yours truly) looked primarily at cash flow growth,  and now must come
up with a different yardstick to assess value.

      As  evidenced by the decline in both stocks  shortly  after the merger was
announced,  both camps were  disappointed  with the deal.  AOL loyalists did not
like the fact that the  addition of Time Warner  would slow  revenue  growth and
Time Warner enthusiasts saw healthy operating profits being diluted. Both stocks
have rebounded since, and as we write, Time Warner is at a 52-week high.

      Backing away from the problem of valuing two very different  companies and
taking a  longer-term  view,  the  marriage  of quality  products  and  terrific
distribution  makes economic sense.  Sometimes it will take the form of mutually
rewarding joint venture arrangements. But, we also expect to see more deals with
old and new economy companies finding  synergistic  partners.  This trend should
further intensify already strong merger and acquisition  activity,  providing an
additional tailwind for value investors.

AN APPETITE FOR FOOD STOCKS

      There is a degree of  economic  logic in the recent  poor  performance  of
cyclical industrial  companies.  The Federal Reserve is committed to slowing the
economy,  and if it succeeds,  we may be seeing peak  earnings for  economically
sensitive  companies.  We are of the opinion that  earnings  will be better than
anticipated and that the sell-off in cyclical companies is overdone. That is why
we continue to own high quality cyclical stocks.

      We see no economic  justification for the poor performance of food stocks.
High quality brand name  franchises  including  General Mills,  Kellogg,  Quaker
Oats,  H. J.  Heinz,  Hershey  Foods,  Keebler  Foods,  Pepsico and Sara Lee all
declined this quarter,  with some down quite sharply.  We doubt that if economic
growth slows from 5.0% to 3.5%,  consumers are going to reduce  spending on food
or switch from brand name products to cheaper private label goods. "Honey, Gross
Domestic  Product  ("GDP") growth is now down to 3.5%. We better cut back on the
pickles and coffee  cake,  and instead of buying  Pepsi,  let's get that generic
cola."

      Historically,  food company earnings have not been particularly  sensitive
to modestly slower economic growth, and in general,  earnings for food companies
have been  relatively  stable and should stay that way. Food stocks are not down
because of any fundamental change in the business or disappointing  earnings. In
our opinion,  food stocks are simply a casualty of investors'  general disregard
for any industry group lacking the rapid growth potential of technology  stocks.
Currently, you can load up on some of the best companies in the food business at
very attractive valuations. Food for thought for value investors.

                                       6

<PAGE>

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 that we believe will develop over
time.

CABLEVISION  SYSTEMS CORP. (CVC - $60.75 - AMEX) is one of the nation's  leading
communications and entertainment companies,  with a portfolio of operations that
spans  state-of-the-art,  high-speed  multimedia  delivery,  subscription  cable
television services,  championship  professional sports teams and national cable
television networks.  Headquartered in Bethpage,  N.Y.,  Cablevision serves more
than 3.4 million  cable  customers  primarily in three core  markets:  New York,
Boston  and  Cleveland.  Cablevision  is a  leader  in  delivering  cutting-edge
technological  innovation,  such as Optimum TV, to the home. Through its Rainbow
Media  Holdings  subsidiary,  Cablevision  manages and develops  internationally
recognized  content offerings such as the popular national  television  networks
American Movie  Classics,  Bravo and The Independent  Film Channel.  Cablevision
owns and operates New York City's famed Madison  Square  Garden,  which includes
the arena  complex,  the N.Y.  Knicks,  the N.Y.  Rangers  and the MSG  network.
Cablevision also operates Radio City  Entertainment  and holds a long term lease
for Radio City Music Hall, home of the world-famous Rockettes.

CARTER-WALLACE  INC.  (CAR -  $18.75  -  NYSE),  founded  in 1880 as the  Carter
Medicine  Company  marketing a single  product called Carter Little Liver Pills,
now  manufactures  and sells a diversified line of consumer health care products
including toiletries, pharmaceuticals, diagnostic specialties, proprietary drugs
and pet supplies.  Such brands as Arrid  deodorant,  Nair hair remover and Pearl
Drops  toothpaste are  Carter-Wallace  products.  The company also sells certain
products exclusively in international markets.

CHRIS-CRAFT  INDUSTRIES  INC.  (CCN - $63.6875  - NYSE;  CCN'B - $63.50 - NYSE),
through  its 80%  ownership  of BHC  Communications  (BHC - $156.00 - AMEX),  is
primarily  a  television  broadcaster.  BHC owns  and  operates  UPN  affiliated
stations in New York (WWOR), Los Angeles (KCOP) and Portland, Oregon (KPTV). BHC
also owns 58% of United Television (UTVI - $132.375 - Nasdaq), which operates an
NBC affiliate,  an ABC affiliate and five UPN affiliates.  UTVI acquired WRBW, a
UPN affiliate in Orlando, for $60 million in July 1999. Chris-Craft's television
stations  constitute  one of the nation's  largest  television  station  groups,
reaching   approximately  22%  of  U.S.  households.   Chris-Craft  is  a  major
beneficiary of the recent FCC ruling allowing  television  duopoly, or ownership
of two stations in a single  market.  The  Chris-Craft  complex is debt free and
strongly positioned to expand its operations,  with roughly $1.5 billion in cash
and marketable securities.

CITIZENS  UTILITIES  CO.  (CZN -  $16.375  - NYSE)  provides  telecommunications
services  and public  services  to  approximately  1.9 million  customers  in 22
states.  Citizens owns 83% of Electric  Lightwave  (ELIX - $23.875 - Nasdaq),  a
competitive  local exchange carrier ("CLEC") serving  primarily the western U.S.
Management  has  authorized  the  separation  of  Citizens'   telecommunications
businesses and public services businesses into two stand-alone,  publicly traded
companies. Recently, CZN announced

                                        7

<PAGE>

agreements to acquire about one million rural access lines in 11 states for $2.8
billion.  CZN intends to finance  these  transactions  by  divesting  its public
services  operations.  Its water and waste water  operations  have been sold for
$835  million.  The company has an  agreement to sell all its electric and waste
water utility  operations to Cap Rock Energy and Kauai Island  Electric  Company
for an aggregate  purchase  price of $535 million.  The company has sold its 16%
stake in Centennial  Communications  for  approximately  $205 million.  Citizens
monetized  its  ownership of Century  Communications'  (CTYA - $45.625 - Nasdaq)
stock  and  cable  operations  through  a sale to  Adelphia  Communications  for
approximately $220 million.

GENUINE  PARTS  CO.  (GPC -  $23.875  - NYSE),  founded  in 1928,  is a  service
organization  engaged  in the  distribution  of  automotive  replacement  parts,
industrial  replacement parts and office products.  The company offers access to
over  225,000  automotive  replacement  parts  and,  in  conjunction  with NAPA,
inventory, accounting,  cataloging,  marketing, training and other programs. The
company's NAPA automotive  parts  distribution  centers  distribute  replacement
parts (other than body parts) for  virtually  all motor vehicle makes and models
in service in the United States,  including  imported vehicles,  trucks,  buses,
motorcycles,  recreational vehicles and farm vehicles. Genuine Parts distributes
industrial   replacement  parts  used  in  fluid  transmission  and  irrigation,
including pumps, pulleys,  valves, hoses and belts. Through SP Richards Company,
Genuine Parts also distributes office products including diskettes,  telephones,
furniture  and  copiers.   Through  EIS  Inc.,  Genuine  Parts  is  a  wholesale
distributor   of  materials  and  supplies  to  the  electrical  and  electronic
industries.

HILTON  HOTELS CORP.  (HLT - $7.75 - NYSE) is  recognized  as one of the world's
preeminent hospitality companies.  Hilton develops, owns, manages and franchises
hotels, resorts and vacation ownership properties.  Based on the number of hotel
rooms,  Hilton  is the  nation's  seventh  largest  hotel  company.  Hilton  has
approximately  260 hotels and resorts in cities  throughout  the United  States,
including  54  owned  and/or  managed  hotels  and 199  hotels  under  franchise
agreements. Flagship properties include The Waldorf-Astoria,  the Hilton Chicago
& Towers,  Hilton  Hawaiian  Village  (98%-owned)  and Palmer House Hilton.  HLT
formalized  a marketing  alliance  with  British  based Hilton Group plc (HG.L -
$4.65 - London Stock Exchange) (owner of Hilton  International)  in January 1997
to  reunite  the  Hilton  name  worldwide  for the first  time in over 30 years.
Hilton's casino gaming  properties  have been spun-off into a new company,  Park
Place Entertainment (PPE - $11.5625 - NYSE).

LIBERTY CORP.  (LC - $37.50 - NYSE),  headquartered  in  Greenville,  S.C., is a
holding company with operations in broadcasting and insurance.  Liberty's Cosmos
Broadcasting owns and operates eleven network affiliated  television stations in
the Southeast and Midwest.  Six stations are affiliated with NBC, three with ABC
and two with CBS.  These  stations  serve  more than  four  million  households.
Liberty Life is a regional  insurer,  with North  Carolina,  South  Carolina and
Louisiana  accounting  for more than 50% of its premium  volume.  The  insurance
segment specializes in providing agency (home service) and mortgage  protection,
life and health insurance.

LIBERTY  MEDIA GROUP (LMG'A - $59.25 - NYSE),  owned by AT&T Corp. (T - $56.25 -
NYSE), is engaged in businesses which provide  programming  services,  including
production,  acquisition and distribution  through all media formats, as well as
businesses engaged in electronic retailing, direct marketing and other services.
LMG holds interests in globally-branded entertainment networks such as Discovery

                                        8

<PAGE>

Channel,  USA Network,  QVC,  Encore and STARZ!.  Liberty's  assets also include
interests  in  international   video  distribution   businesses,   international
telephony and domestic wireless,  plant and equipment  manufacturers,  and other
businesses related to broadband services.  Liberty Media Group Class A and Class
B common stock are tracking stocks of AT&T.

MARK IV INDUSTRIES INC. (IV - $22.0625 - NYSE) is a diversified  manufacturer of
a broad range of  proprietary  and other power and fluid  transfer  products and
systems that serve  primarily  industrial  and automotive  markets.  The company
classifies  its  operations  into  two  business  segments.  Mark IV  Industrial
includes the design,  manufacture and distribution of power and fluid management
systems and components for industrial original equipment  manufacturers  ("OEM")
and  distribution  markets  worldwide.  Mark IV Automotive  includes the design,
manufacture  and  distribution of power  transmission,  fuel, and fluid handling
systems  and  components,  and filters and  filtration  systems,  for the global
automotive aftermarket and OEM market.

MEDIA  GENERAL  INC.  (MEG'A -  $52.375  - AMEX) is a  Richmond,  Virginia-based
communications  company,  publishing  newspapers  throughout  the Southeast with
daily  circulation  of nearly  250,000.  Media  General also  operates  thirteen
television stations in Southeastern  markets,  including Tampa and Jacksonville,
Florida. The relaxation of broadcast station ownership  restrictions provided by
the Telecommunications  Reform Act of 1996 is driving industry consolidation and
is increasing the franchise values of strong,  well-positioned  media properties
such as those  owned by Media  General.  The  company  produces  newsprint  from
recycled newspapers at its Garden State Paper Co. On October 1, the company sold
its Virginia cable  franchises to Cox  Communications  (COX - $48.50 - NYSE) for
approximately  $1.4 billion and in June,  MEG'A sold its equity  interest in the
Denver Post to Media News Group and redeemed its preferred  stock for a total of
$92 million.  Late in the year,  the company  announced its intention to acquire
Spartan  Communications and its group of 13 broadcast  television  stations in a
transaction valued at approximately $605 million.

MEDIAONE  GROUP  INC.  (UMG -  $81.00  - NYSE)  is one of the  nation's  leading
broadband services companies.  UMG provides  approximately five million domestic
subscribers  in 17 states with basic and premium cable  television  services and
has recently  introduced  high speed  Internet  access,  telephone  services and
digital  television in some of its service areas.  MediaOne was created from the
1996 union of telecommunications  company MediaOne Group (formerly US West Media
Group) and Continental  Cablevision.  Headquartered in Englewood,  Colorado, the
company is conducting a national upgrade of its hybrid fiber optic/coaxial cable
("HFC")  network to  broadband  technology,  which  improves  traditional  cable
service and enables  next-generation  products and  services.  UMG's  investment
interests  include  25% of Time  Warner  Entertainment  (which  includes  Warner
Brothers  Studio  and Home Box  Office),  24% of PCS Prime Co. and almost 27% of
TeleWest plc. The number three U.S. cable television provider recently agreed to
be acquired by AT&T Corp. (T - $56.25 - NYSE) for $54 billion.

NAVISTAR  INTERNATIONAL CORP. (NAV - $40.125 - NYSE), with world headquarters in
Chicago,  is a leading North  American  manufacturer  and marketer of medium and
heavy trucks,  school buses,  and mid-range  diesel engines in North America and
selected export markets.  The company is a leading supplier of diesel engines in
a range of 160 to 300 horsepower for the International(REGISTRATION MARK) brand.
The company is also a private label designer and  manufacturer of diesel engines
for the full-size pickup truck and van markets.

                                        9

<PAGE>

The company's  products,  parts and services are sold through a network of 1,000
International(REGISTRATION  MARK)  brand  dealer  outlets in the United  States,
Canada,  Brazil and Mexico,  and through  more than 90 dealers in 75  countries.
Navistar  provides  financing  for its customers  and  distributors  principally
through its wholly-owned subsidiary, Navistar Financial Corp.

TELEPHONE  &  DATA  SYSTEMS  INC.  (TDS  -  $111.00  -  AMEX)  is a  diversified
telecommunications  service company with cellular telephone, local telephone and
personal  communications  services  ("PCS")  operations.  TDS serves 3.7 million
customers  in 35  states.  TDS  conducts  the  vast  majority  of  its  cellular
operations  through its 81% owned United States  Cellular Corp.  (USM - $71.00 -
AMEX) and  conducts  its  telephone  operations  through  its  wholly-owned  TDS
Telecommunications  Corp.  ("TDS  Telecom")  subsidiary,  a  full-service  local
exchange carrier.  TDS conducts its broadband PCS operations through 82.3% owned
Aerial  Communications  Inc.  (AERL -  $56.8125 - Nasdaq),  which  provides  PCS
service in the Minneapolis, Tampa-St.  Petersburg-Orlando,  Houston, Pittsburgh,
Kansas City and Columbus Major Trading Areas. On September 20, 1999, VoiceStream
Wireless  (VSTR - $128.8125 - Nasdaq)  announced the  acquisition of Aerial in a
$3.3 billion transaction.  Pro-forma for this acquisition,  TDS will own over 36
million shares of VoiceStream.

USA NETWORKS INC. (USAI - $22.5625 - NASDAQ), through its subsidiaries,  engages
in diversified media and electronic commerce businesses that include: electronic
retailing,  ticketing operations and television  broadcasting.  Chairman and CEO
Barry Diller has brought  together  under one  umbrella:  the USA  Network,  the
Sci-Fi  Channel,  USA Networks  Studios,  USA  Broadcasting,  The Home  Shopping
Network and the  Ticketmaster  Group.  The plan is to  integrate  these  assets,
leveraging  programming,  production capabilities and electronic commerce across
this strong distribution platform.

VIACOM INC.  (VIA'A - $53.4375 - NYSE),  long a major provider of  entertainment
"content",  has  evolved  into  one of the  world's  dominant  media  companies.
Non-core assets are being divested and debt has been reduced to approximately $8
billion. Viacom is focusing on global expansion of its media franchises.  Viacom
is particularly  well-positioned in music (notably MTV) and cable networks (such
as  Nickelodeon).  Viacom is in the process of merging with CBS in a $36 billion
transaction.

MINIMUM INITIAL INVESTMENT - $1,000

      The Fund's  minimum  initial  investment  for both regular and  retirement
accounts is $1,000.  There are no  subsequent  investment  minimums.  No initial
minimum is required for those establishing an Automatic Investment Plan.

INTERNET

      You   can   now   visit   us  on  the   Internet.   Our   home   page   at
http://www.gabelli.com contains information about Gabelli Asset Management Inc.,
the Gabelli Mutual Funds, IRAs, 401(k)s,  quarterly reports,  closing prices and
other current news. You can send us e-mail at [email protected].

                                        10

<PAGE>

IN CONCLUSION

      In a  market  that  loved  technology  stocks  and  disdained  just  about
everything  else,  the Fund took a small step  forward  in the first  quarter of
2000.  We are not  anti-technology,  but  prefer  investing  in  companies  with
products and services we understand. We are also risk averse and not inclined to
own stocks with valuations  that challenge  economic  logic.  Finally,  momentum
investing--buying  stocks simply because they are going up--is the antithesis of
our value discipline.

      The upside of this narrow market is that we see truly appealing valuations
for some great companies in a wide range of industry  groups.  We cannot be sure
when  investors  will  gravitate to these great  values.  However,  we are quite
confident that our portfolio  should continue to generate  attractive  long-term
returns.

      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 Nasdaq  symbol  for the  Fund's  Class A Shares is GABVX.
Please call us during the business day for further information.

                                   Sincerely,

                                   /S/ MARIO J.GABELLI

                                   MARIO J. GABELLI, CFA

                                   Portfolio Manager and
                                   Chief Investment Officer

April 14, 2000

- --------------------------------------------------------------------------------
                                TOP TEN HOLDINGS
                                 MARCH 31, 2000
                                 --------------
         Viacom Inc.                      Liberty Media Group
         Media General Inc.               Chris-Craft Industries Inc.
         Telephone & Data Systems Inc.    Navistar International Corp.
         MediaOne Group Inc.              USA Networks Inc.
         Cablevision Systems Corp.        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.

                                       11

<PAGE>

THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS -- MARCH 31, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------

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

              COMMON STOCKS -- 97.0%
              AEROSPACE -- 1.5%
    320,000   Cordant Technologies Inc. ...  $   18,100,000
                                             --------------
              AGRICULTURE -- 0.6%
    630,000   Archer-Daniels-Midland Co. ..       6,536,250
                                             --------------
              AUTOMOTIVE -- 0.3%
     45,000   General Motors Corp. ........       3,726,562
                                             --------------
              AUTOMOTIVE: PARTS AND ACCESSORIES -- 3.9%
    635,000   Dana Corp. ..................      17,899,062
    540,000   GenCorp Inc. ................       4,185,000
    560,000   Genuine Parts Co. ...........      13,370,000
    260,000   Modine Manufacturing Co. ....       6,532,500
     45,000   Superior Industries
               International Inc. .........       1,425,937
    400,000   Tenneco Automotive Inc. .....       3,175,000
                                             --------------
                                                 46,587,499
                                             --------------
              AVIATION: PARTS AND SERVICES -- 0.3%
     80,000   Barnes Group Inc. ...........       1,160,000
    270,000   Fairchild Corp., Cl. A+ .....       1,839,375
                                             --------------
                                                  2,999,375
                                             --------------
              BROADCASTING -- 6.9%
    150,000   Ackerley Group Inc. .........       2,268,750
      4,500   BHC Communications Inc., Cl. A        702,000
    684,950   Chris-Craft Industries Inc.+       43,622,753
    165,000   Gray Communications Systems
               Inc., Cl. B ................       1,938,750
     58,000   Grupo Televisa SA, GDR+ .....       3,944,000
    706,500   Liberty Corp. ...............      26,493,750
    340,000   Paxson Communications Corp.,
               Cl. A+ .....................       2,635,000
                                             --------------
                                                 81,605,003
                                             --------------
              BUSINESS SERVICES -- 2.9%
    160,000   Berlitz International Inc.+ .       1,830,000
    340,369   Cendant Corp.+ ..............       6,296,826
     75,000   National Processing Inc.+ ...         712,500
  1,000,000   U.S. Foodservice+ ...........      25,750,000
                                             --------------
                                                 34,589,326
                                             --------------
              CABLE -- 9.9%
    950,000   Cablevision Systems Corp., Cl. A+  57,712,500
    740,000   MediaOne Group Inc.+ ........      59,940,000
                                             --------------
                                                117,652,500
                                             --------------
              COMMUNICATIONS EQUIPMENT -- 0.3%
     54,000   Scientific-Atlanta Inc. .....       3,425,625
                                             --------------
              COMPUTER SOFTWARE AND SERVICES -- 0.1%
    180,000   Tyler Technologies Inc. .....       1,068,750
                                             --------------


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

              CONSUMER PRODUCTS -- 3.7%
    526,000   Carter-Wallace Inc. .........   $   9,862,500
    100,000   Fortune Brands Inc. .........       2,500,000
     50,000   Gallaher Group plc, ADR .....         984,375
    630,000   General Cigar Holdings Inc.+        9,528,750
    168,000   General Cigar Holdings Inc.,
               Cl. B+ (a) .................       2,530,500
    170,000   Hartmarx Corp.+ .............         467,500
     10,000   National Presto Industries Inc.       326,250
    600,000   Ralston Purina Group ........      16,425,000
     41,700   Syratech Corp.+ .............         333,600
     85,000   Wolverine World Wide Inc. ...         935,000
                                             --------------
                                                 43,893,475
                                             --------------
              CONSUMER SERVICES -- 0.7%
    512,300   Rollins Inc. ................       7,620,462
                                             --------------
              DIVERSIFIED INDUSTRIAL -- 0.5%
     50,000   Ampco-Pittsburgh Corp. ......         543,750
    135,000   GenTek Inc. .................       1,890,000
    225,000   Katy Industries Inc. ........       2,067,187
     90,000   Lamson & Sessions Co.+ ......         669,375
    145,000   WHX Corp.+ ..................         996,875
                                             --------------
                                                  6,167,187
                                             --------------
              ELECTRONICS -- 0.3%
    140,000   Thomas & Betts Corp. ........       3,955,000
                                             --------------
              ENERGY AND UTILITIES -- 1.8%
    160,000   Columbia Energy Group .......       9,480,000
    250,000   Conectiv Inc. ...............       4,375,000
    110,000   Florida Progress Corp. ......       5,046,250
    156,000   Southwest Gas Corp. .........       2,973,750
                                             --------------
                                                 21,875,000
                                             --------------
              ENTERTAINMENT -- 18.4%
    150,000   GC Companies Inc.+ ..........       5,212,500
    870,000   Liberty Media Group, Cl. A+ .      51,547,500
    110,000   Seagram Co. .................       6,545,000
  1,550,000   USA Networks Inc.+ ..........      34,971,875
  2,240,000   Viacom Inc., Cl. A+ .........     119,700,000
                                             --------------
                                                217,976,875
                                             --------------
              ENVIRONMENTAL SERVICES -- 1.0%
    820,000   Waste Management Inc. .......      11,223,750
                                             --------------
              EQUIPMENT AND SUPPLIES -- 7.2%
    200,000   CIRCOR International Inc.+ ..       2,662,500
     30,000   Deere & Co. .................       1,140,000
    365,000   Flowserve Corp. .............       4,699,375
    130,000   Gerber Scientific Inc. ......       2,510,625
    225,000   Hussmann International Inc. .       2,854,687



                                        12

<PAGE>

THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS (CONTINUED) -- MARCH 31, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------

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

              COMMON STOCKS (CONTINUED)
              EQUIPMENT AND SUPPLIES (CONTINUED)
    840,000   Mark IV Industries Inc. .....  $   18,532,500
  1,000,000   Navistar International Corp.+      40,125,000
     75,000   Sequa Corp., Cl. A+ .........       2,971,875
     24,500   Sequa Corp., Cl. B+ .........       1,157,625
      6,000   Smith (A.O.) Corp., Cl. A ...         108,000
    245,000   UCAR International Inc.+ ....       3,230,938
    420,000   Watts Industries Inc., Cl. A        5,197,500
                                             --------------
                                                 85,190,625
                                             --------------
              FINANCIAL SERVICES -- 1.9%
     35,000   Mellon Financial Corp. ......       1,032,500
    200,000   Pioneer Group Inc.+ .........       4,650,000
     40,000   St. Paul Companies Inc. .....       1,365,000
    380,500   Travelers Property Casualty
               Corp., Cl. A ...............      15,695,625
                                             --------------
                                                 22,743,125
                                             --------------
              FOOD AND BEVERAGE -- 2.9%
     30,000   Advantica Restaurant Group Inc.+       45,000
    105,000   Bestfoods Inc. ..............       4,915,313
     45,000   Celestial Seasonings Inc.+ ..       1,546,875
    250,000   Corn Products International Inc.    6,015,625
    225,000   Pepsi Bottling Group Inc. ...       4,500,000
    250,000   PepsiCo Inc. ................       8,640,625
    650,000   Whitman Corp. ...............       9,059,375
                                             --------------
                                                 34,722,813
                                             --------------
              HEALTH CARE -- 1.0%
     85,000   American Home Products Corp.        4,558,125
    270,000   IVAX Corp.+ .................       7,357,500
                                             --------------
                                                 11,915,625
                                             --------------
              HOTELS AND GAMING -- 4.5%
    600,000   Aztar Corp.+ ................       5,700,000
    269,200   Bristol Hotels & Resorts Inc.+      2,557,400
    270,000   Gaylord Entertainment Co. ...       7,323,750
  2,000,000   Hilton Group plc ............       9,292,245
  1,100,000   Hilton Hotels Corp. .........       8,525,000
  1,000,000   Mirage Resorts Inc.+ ........      19,375,000
                                             --------------
                                                 52,773,395
                                             --------------
              METALS AND MINING -- 0.4%
     15,000   Barrick Gold Corp. ..........         235,313
    500,000   Echo Bay Mines Ltd.+ ........         656,250
     80,000   Homestake Mining Co. ........         480,000
     70,000   Newmont Mining Corp. ........       1,570,625
     65,000   Placer Dome Inc. ............         528,125
    365,000   Royal Oak Mines Inc.+ .......           3,650
  2,000,000   TVX Gold Inc.+ ..............       1,500,000
                                             --------------
                                                  4,973,963
                                             --------------


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

              PAPER AND FOREST PRODUCTS -- 0.4%
    570,000   Pactiv Corp.+ ...............  $    4,987,500
                                             --------------
              PUBLISHING -- 9.3%
     25,000   McGraw Hill Companies Inc. ..       1,137,500
  1,700,000   Media General Inc., Cl. A (b)      89,037,500
    120,000   Meredith Corp. ..............       3,322,500
    340,000   Penton Media Inc. ...........       8,840,000
    250,000   Reader's Digest Association
               Inc., Cl. B ................       7,156,250
     30,000   Tribune Co. .................       1,096,875
                                             --------------
                                                110,590,625
                                             --------------
              REAL ESTATE -- 1.0%
    750,000   Catellus Development Corp.+        10,406,250
    130,000   Griffin Land & Nurseries Inc.+      1,430,000
                                             --------------
                                                 11,836,250
                                             --------------
              RETAIL -- 3.1%
    400,000   Albertson's Inc. ............      12,400,000
  1,440,000   AutoNation Inc.+ ............      11,430,000
    125,000   Blockbuster Inc., Cl. A .....       1,250,000
     20,000   Burlington Coat Factory Warehouse
               Corp. ......................         343,750
     70,000   Delhaize America Inc., Cl. A        1,207,500
     68,000   Ingles Markets Inc., Cl. A ..         709,750
    140,000   Lillian Vernon Corp. ........       1,330,000
    298,000   Neiman Marcus Group Inc., Cl. B+    8,195,000
                                             --------------
                                                 36,866,000
                                             --------------
              SATELLITE -- 0.7%
    230,000   COMSAT Corp. ................       4,743,750
    145,000   Loral Space & Communications
               Ltd.+ ......................       1,477,188
    130,000   TCI Satellite Entertainment
               Inc., Cl. A+ ...............       2,486,250
                                             --------------
                                                  8,707,188
                                             --------------
              SPECIALTY CHEMICALS -- 1.2%
     25,000   Dexter Corp. ................       1,325,000
    270,000   Ferro Corp. .................       4,809,375
    100,000   General Chemical Group Inc. .         212,500
    150,000   Monsanto Co. ................       7,725,000
                                             --------------
                                                 14,071,875
                                             --------------
              TELECOMMUNICATIONS -- 2.9%
    825,000   Citizens Utilities Co., Cl. B+     13,509,375
    172,462   Commonwealth Telephone
               Enterprises Inc.+ ..........       8,094,935
     43,000   Esat Telecom Group plc, ADR+        4,294,625
     92,000   RCN Corp.+ ..................       4,956,500
    135,000   Rogers Communications Inc.,
               Cl. B, ADR+ ................       4,024,688
                                             --------------
                                                 34,880,123
                                             --------------


                                       13

<PAGE>

THE GABELLI VALUE FUND INC.
PORTFOLIO OF INVESTMENTS (CONTINUED) -- MARCH 31, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------

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

              COMMON STOCKS (CONTINUED)
              WIRELESS COMMUNICATIONS -- 7.4%
    128,000   Rogers Cantel Mobile
               Communications Inc., Cl. B+   $    5,176,000
    500,000   Telecom Italia Mobile SpA ...       6,137,895
    690,000   Telephone & Data Systems Inc.      76,590,000
                                             --------------
                                                 87,903,895
                                             --------------
              TOTAL COMMON STOCKS .........   1,151,165,641
                                             --------------

              PREFERRED STOCKS -- 0.6%
              PUBLISHING -- 0.6%
    155,500   News Corp. Ltd., Pfd., ADR ..       7,425,125
                                             --------------
   PRINCIPAL
    AMOUNT
   ---------
              U.S. GOVERNMENT OBLIGATIONS -- 0.3%
$ 4,200,000   U.S. Treasury Bill, 6.07%++,
               due 04/18/00 ...............       4,188,160
                                             --------------
              REPURCHASE AGREEMENTS -- 1.8%
 20,965,000   Agreement with State Street,
               6.07%, dated 3/31/00, due 04/03/00,
               proceeds at maturity
               $20,975,605 (c) ............      20,965,000
                                             --------------



                                                  MARKET
                                                  VALUE
                                                  ------
              TOTAL INVESTMENTS -- 99.7%
                (Cost $797,329,556) .......  $1,183,743,926

              OTHER ASSETS AND
                LIABILITIES (NET) -- 0.3%         3,140,235
                                             --------------
              NETASSETS -- 100.0%
                (63,467,818 shares
                 outstanding) .............  $1,186,884,161
                                             ==============

   NUMBER OF      PREMIUM    EXPIRATION   STRIKE     MARKET
   CONTRACTS      RECEIVED      DATE      PRICE      VALUE
   ---------      --------   ----------   ------     ------
               CALL OPTIONS WRITTEN
     500,000   AT&T Corp.
                $(3,216,250)  05/20/00   $55.00    $(2,625,000)
                                                   ===========
- ------------------------
(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)   Collateralized by U.S. Treasury Bill, 5.96%++, due 04/20/00,  market value
      $21,384,506.
+     Non-income producing security.
++    Represents annualized yield at date of purchase.
ADR - American Depositary Receipt.

                                       14

<PAGE>
- --------------------------------------------------------------------------------
                             GABELLI FAMILY OF FUNDS
- --------------------------------------------------------------------------------

GABELLI ASSET FUND--------------------------------------------------------------
Seeks to invest primarily in a diversified portfolio of common stocks selling at
significant  discounts  to  their  private  market  value.  The  Fund's  primary
objective is growth of capital.  (NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI GROWTH FUND-------------------------------------------------------------
Seeks to invest  primarily in large cap stocks believed to have  favorable,  yet
undervalued,  prospects for earnings  growth.  The Fund's  primary  objective is
capital appreciation. (NO-LOAD)
                                          PORTFOLIO MANAGER: HOWARD F. WARD, CFA

GABELLI WESTWOOD EQUITY FUND----------------------------------------------------
Seeks to invest primarily in the common stock of seasoned  companies believed to
have proven records and above average  historical  earnings  growth.  The Fund's
primary objective is capital appreciation. (NO-LOAD)
                                               PORTFOLIO MANAGER: SUSAN M. BYRNE

GABELLI SMALL CAP GROWTH FUND---------------------------------------------------
Seeks  to  invest  primarily  in  common  stock  of  smaller  companies  (market
capitalizations  less than $500  million)  believed  to have rapid  revenue  and
earnings growth potential. The Fund's primary objective is capital appreciation.
(NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI BLUE CHIP VALUE FUND----------------------------------------------------
Seeks  long-term  growth of capital through  investment  primarily in the common
stocks  of   well-established,   high   quality   companies   that  have  market
capitalizations of greater than $5 billion. (NO-LOAD)
                                         PORTFOLIO MANAGER:  BARBARA MARCIN, CFA

GABELLI WESTWOOD SMALLCAP EQUITY FUND-------------------------------------------
Seeks to invest primarily in smaller  capitalization  equity securities - market
caps of $1 billion or less.  The Fund's primary  objective is long-term  capital
appreciation. (NO-LOAD)
                                            PORTFOLIO MANAGER: LYNDA CALKIN, CFA

GABELLI WESTWOOD INTERMEDIATE BOND FUND-----------------------------------------
Seeks to invest in a diversified portfolio of bonds with various maturities. The
Fund's primary objective is total return. (NO-LOAD)
                                               PORTFOLIO MANAGER: PATRICIA FRAZE

GABELLI EQUITY INCOME FUND------------------------------------------------------
Seeks to invest primarily in equity securities with above market average yields.
The Fund pays quarterly dividends and seeks a high level of total return with an
emphasis on income. (NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI WESTWOOD BALANCED FUND--------------------------------------------------
Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The
Fund's  primary  objective  is both  capital  appreciation  and current  income.
(NO-LOAD)
                             PORTFOLIO MANAGERS: SUSAN M. BYRNE & PATRICIA FRAZE

GABELLI WESTWOOD MIGHTY MITES[SERVICE MARK] FUND--------------------------------
Seeks to invest in micro-cap companies that have market  capitalizations of $300
million or less. The Fund's primary objective is long-term capital appreciation.
(NO-LOAD)
                                            TEAM MANAGED: MARIO J. GABELLI, CFA,
                                           MARC J. GABELLI, LAURA K. LINEHAN AND
                                                                 WALTER K. WALSH

GABELLI VALUE FUND--------------------------------------------------------------
Seeks to invest in  securities  of  companies  believed to be  undervalued.  The
Fund's primary objective is long-term capital  appreciation.  MAX. SALES CHARGE:
5 1/2%
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI UTILITIES FUND----------------------------------------------------------
Seeks to provide a high level of total return  through a combination  of capital
appreciation and current income.  (NO-LOAD)
                                         PORTFOLIO MANAGER: TIMOTHY O'BRIEN, CFA

GABELLI ABC FUND----------------------------------------------------------------
Seeks to invest in securities with attractive  opportunities for appreciation or
investment  income.  The Fund's  primary  objective  is total  return in various
market conditions without excessive risk of capital loss. (NO-LOAD)
                                        PORTFOLIO MANAGER: MARIO J. GABELLI, CFA

GABELLI MATHERS FUND------------------------------------------------------------
Seeks  long-term  capital  appreciation  in various  market  conditions  without
excessive risk of capital loss. (NO-LOAD)
                                        PORTFOLIO MANAGER: HENRY VAN DER EB, CFA

GABELLI U.S. TREASURY MONEY MARKET FUND-----------------------------------------
Seeks to invest exclusively in short-term U.S. Treasury  securities.  The Fund's
primary  objective  is to  provide  high  current  income  consistent  with  the
preservation of principal and liquidity.  (NO-LOAD)
                                             PORTFOLIO MANAGER: JUDITH A. RANERI

GABELLI CASH MANAGEMENT SHARES OF
THE TREASURER'S FUND------------------------------------------------------------
Three money market  portfolios  designed to generate  superior  returns  without
compromising  portfolio  safety.  U.S.  Treasury Money Market seeks to invest in
U.S. Treasury bills, notes and bonds. Tax Exempt Money Market seeks to invest in
municipal  securities.  Domestic  Prime  Money  Market  seeks to invest in prime
quality, domestic money market instruments. (NO-LOAD)
                                             PORTFOLIO MANAGER: JUDITH A. RANERI


AN INVESTMENT IN THE ABOVE MONEY MARKET FUNDS IS NEITHER  INSURED NOR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY.  ALTHOUGH
THE FUNDS SEEK TO PRESERVE THE VALUE OF YOUR  INVESTMENT AT $1.00 PER SHARE,  IT
IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS.

GLOBAL SERIES

  GABELLI GLOBAL TELECOMMUNICATIONS FUND
  Seeks  to  invest  in  telecommunications  companies  throughout  the  world -
  targeting  undervalued  companies with strong earnings and cash flow dynamics.
  The Fund's primary objective is capital appreciation. (NO-LOAD)
                                            TEAM MANAGED: MARIO J. GABELLI, CFA,
                                           MARC J. GABELLI AND IVAN ARTEAGA, CFA

  GABELLI  GLOBAL  CONVERTIBLE  SECURITIES  FUND
  Seeks  to  invest   principally  in  bonds  and  preferred  stocks  which  are
  convertible  into common stock of foreign and domestic  companies.  The Fund's
  primary  objective is total return through a combination of current income and
  capital appreciation. (NO-LOAD)
                                                 PORTFOLIO MANAGER: HART WOODSON

  GABELLI GLOBAL GROWTH FUND
  Seeks capital appreciation  through a disciplined  investment program focusing
  on the globalization and  interactivity of the world's  marketplace.  The Fund
  invests in  companies  at the  forefront  of  accelerated  growth.  The Fund's
  primary objective is capital appreciation. (NO-LOAD)
                                              PORTFOLIO MANAGER: MARC J. GABELLI

  GABELLI GLOBAL OPPORTUNITY FUND
  Seeks to  invest in common  stock of  companies  which  have  rapid  growth in
  revenues and earnings and potential for above average capital  appreciation or
  are  undervalued.  The  Fund's  primary  objective  is  capital  appreciation.
  (NO-LOAD)
                                             PORTFOLIO MANAGERS: MARC J. GABELLI
                                                                AND CAESAR BRYAN

GABELLI GOLD FUND---------------------------------------------------------------
Seeks to invest in a global  portfolio of equity  securities  of gold mining and
related  companies.  The Fund's  objective  is long-term  capital  appreciation.
Investment in gold stocks is considered speculative and is affected by a variety
of world-wide economic, financial and political factors. (NO-LOAD)
                                                 PORTFOLIO MANAGER: CAESAR BRYAN

GABELLI INTERNATIONAL GROWTH FUND-----------------------------------------------
Seeks to invest in the equity  securities  of  foreign  issuers  with  long-term
capital   appreciation    potential.    The   Fund   offers   investors   global
diversification. (NO-LOAD)
                                                PORTFOLIO MANAGER:  CAESAR BRYAN

THE SIX FUNDS  ABOVE  INVEST IN  FOREIGN  SECURITIES  WHICH  INVOLVES  RISKS NOT
ORDINARILY  ASSOCIATED WITH INVESTMENTS IN DOMESTIC ISSUES,  INCLUDING  CURRENCY
FLUCTUATION,   ECONOMIC  AND  POLITICAL   RISKS.  THE  FUNDS  LISTED  ABOVE  ARE
DISTRIBUTED BY GABELLI & COMPANY, INC.
- --------------------------------------------------------------------------------

           TO RECEIVE A PROSPECTUS, CALL 1-800-GABELLI (422-3554). THE
            PROSPECTUS GIVES A MORE COMPLETE DESCRIPTION OF THE FUND,
           INCLUDING FEES AND EXPENSES. READ THE PROSPECTUS CAREFULLY
                        BEFORE YOU INVEST OR SEND MONEY.
                              VISIT OUR WEBSITE AT:
                                 WWW.GABELLI.COM
                                    OR, CALL:
                                  1-800-GABELLI
                  1-800-422-3554 [BULLET] 914-921-5100 [BULLET]
                  FAX: 914-921-5118 [BULLET] [email protected]
                    ONE CORPORATE CENTER, RYE, NEW YORK 10580
<PAGE>
                           THE GABELLI 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.
- --------------------------------------------------------------------------------
GAB409Q100SR


                                              [Photo of Mario J.Gabelli omitted]

THE
GABELLI
VALUE
FUND
INC.

                                                            FIRST QUARTER REPORT
                                                                  MARCH 31, 2000


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