Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: Gabelli Equity Series Funds, Inc.
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2. Name of each series or class of funds for which this notice is filed:
Gabelli Equity Income Fund
Gabelli Small Cap Growth Fund
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3. Investment Company Act File Number:
Securities Act File Number: 33-41913
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4. Last day of fiscal year for which this notice is filed: September 30
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: NONE
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year
2,568,050 Shares $48,690,829
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
2,568,050 Shares $48,690,829
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
1,080,044 Shares $18,512,480
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$ 48,690,829
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 18,512,480
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 86,280,173
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):
+ 0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if
applicable):
($19,076,864)
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x .00030303
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
0.00
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /S/ DONALD E. BROSTROM
DONALD E. BROSTROM
ASSISTANT TREASURER
Date 11/25/96
* Please print the name and title of the signing officer below the signature
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LAW OFFICES
MILES & STOCKBRIDGE,
A PROFESSIONAL CORPORATION
10 LIGHT STREET
BALTIMORE, MARYLAND 21202
TELEPHONE 410-727-6464
FAX 410-385-3700
November 25, 1996
Gabelli Equity Series Funds, Inc.
One Corporate Center
Rye, New York 10580
Ladies and Gentlemen:
We have acted as special Maryland counsel to Gabelli Equity
Series Funds, Inc., a Maryland corporation (the "Fund"), in connection with
the filing by the Fund of a Rule 24f-2 Notice, as such term is defined in
the Investment Company Act of 1940, as amended, dated of even date with
this letter. We have prepared this opinion letter as attorneys admitted to
practice law in the State of Maryland, and we express no opinion regarding
the laws of any jurisdiction other than the State of Maryland.
In our capacity as special Maryland counsel to the Fund and for
the purpose of rendering the opinions expressed herein, we have examined
originals or copies of the following documents:
1. The Charter of the Fund as on file with the Maryland State
Department of Assessments and Taxation ("SDAT") as of July 25, 1991;
2. A Secretary's Certificate dated as of November 25, 1996 and
the exhibits thereto, which exhibits include, among other things, the
By-Laws of the Fund as amended through such date and copies of certain
minutes of meetings of the Board of Directors of the Fund; and
3. A Treasurer's Certificate dated as of November 25, 1996
certifying, among other things, that the Fund issued certain shares of its
capital stock during the period beginning October 1, 1995 and ended
September 30, 1996 against payment therefor in accordance with the Charter
and Bylaws of the Fund and certain resolutions authorizing their issuance.
In rendering the opinions expressed in this letter, we have
assumed that all of the documents submitted to us as originals are
authentic, all of the documents submitted as certified or photostatic
copies conform to the original documents, all of the signatures on all of
the documents submitted to us for examination are genuine, all natural
persons who executed any of the documents or certificates that we have
reviewed or relied upon had legal capacity at the time of such execution,
and all public records reviewed by us are accurate and complete. Moreover,
in rendering the opinions expressed within this letter, we relied as to
certain factual matters upon the Secretary's Certificate and the
Treasurer's Certificate and made no independent investigation or inquiry
regarding the matters set forth herein.
Based upon the foregoing, and subject to the foregoing
assumptions, it is our opinion that the 570,880 shares of the capital stock
of the Fund, designated as The Gabelli Equity Income Fund Stock, par value
$.001 per share, and the 3,077,214 shares of the capital stock of the Fund,
designated as The Gabelli Small Cap Growth Fund Stock, par value $.001 per
share, all of which are being reported by the Fund on the accompanying Rule
24f-2 Notice as having been issued by the Fund during the period of October
1, 1995 through September 30, 1996 were legally issued, and are fully paid
and non-assessable.
The opinions expressed in this letter are based on the laws of
the State of Maryland in effect on the date hereof. The opinions expressed
herein are limited to the matters set forth in this letter, and no other
opinion should be inferred beyond the matters expressly stated. This letter
and the opinions expressed herein are being furnished by us to you solely
for your benefit and may not be relied upon or otherwise referred to by any
other person or for any other purpose without our prior written consent.
Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Securities and Exchange Commission in connection with the
filing of the Fund's Rule 24f-2 Notice pursuant to the Investment Company
Act of 1940.
Very Truly Yours,
Miles & Stockbridge,
a Professional Corporation
By:___________________________
John B. Frisch
b:\WTIV\24F2M96.GES
