GABELLI EQUITY SERIES FUNDS INC
497, 2000-02-28
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                        The Gabelli Small Cap Growth Fund

                                Class AAA Shares

                                   PROSPECTUS
                                February 1, 2000

===============================================================================

===============================================================================
===============================================================================
The  Securities  and Exchange  Commission  has not approved or  disapproved  the
shares  described in this  prospectus or determined  whether this  prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
===============================================================================
===============================================================================

===============================================================================

                        Gabelli Equity Series Funds, Inc.
                        The Gabelli Small Cap Growth Fund
                              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.)

                                   Questions?
                               Call 1-800-GABELLI
                       or your investment representative.

                                Table of Contents

                  Investment and Performance Summary          2-4
                  Investment and Risk Information             4-5
                  Management of the Fund                      5-6
                           Purchase of Shares                   6
                           Redemption of Shares                 8
                           Exchange of Shares                   9
                           Pricing of Fund Shares              10
                           Dividends and Distributions         10
                           Tax Information                     10
                  Financial Highlights                         11














THIS  PROSPECTUS  IS FOR USE BY  PENSION  PLAN AND  OTHER  TAX-EXEMPT  INVESTORS
SEEKING TO INVEST IN THE GABELLI  SMALL CAP GROWTH  FUND AND DOES NOT  SUPERCEDE
THE COMBINED  PROSPECTUS  DATED  FEBRUARY 1, 2000 FOR THE GABELLI  EQUITY INCOME
FUND AND THE GABELLI SMALL CAP GROWTH FUND.






Gabelli Equity Series Funds, Inc.

                           Table of Contents


                        Investment and Performance Summary
                                2 - 4

                        Investment and Risk Information
                                4 - 5

                        Management of the Fund
                                  5

                        -------------------------------
                              6 Purchase of Shares
                              7  Redemption of Shares
                              8 Exchange of Shares
                              9  Pricing of Fund Shares
                              9  Dividends and Distributions
                              10 Tax Information

                        Financial Highlights
                                 11


<PAGE>



                       INVESTMENT AND PERFORMANCE SUMMARY

The  Gabelli  Small Cap Growth  Fund (the  "Small Cap  Fund"or  the "Fund") is a
series of Gabelli Equity Series Funds, Inc.

Investment Objective:

The Fund seeks to provide a high level of capital  appreciation.  Capital is the
amount of money you invest in the Fund.  Capital  appreciation is an increase in
the value of your investment.

Principal Investment Strategies:

The Fund invests  primarily in the common stocks of growth  companies with total
market  values at the time of  investment  of less than $500  million  which the
Fund's  investment  adviser,  Gabelli Funds, LLC (the  "Adviser"),  believes are
likely to have rapid  growth in  revenues  and above  average  rates of earnings
growth.

Principal Risks:

The Fund's  share price will  fluctuate  with changes in the market value of the
Fund's portfolio securities. Stocks are subject to market, economic and business
risks that cause their prices to fluctuate.  When you sell Fund shares, they may
be worth less than what you paid for them.  Consequently,  you can lose money by
investing in the Fund. The Fund is subject to the risk that small capitalization
stocks may trade less  frequently  and may be subject to more  abrupt or erratic
movements in price than medium and large capitalization stocks. The Fund is also
subject to the risk that the Adviser may be incorrect in its  assessment  of the
value of the securities it holds,  which may result in a decline in the value of
Fund shares.

Who May Want to Invest:

The Fund's Class AAA Shares  offered  herein are offered  only to investors  who
acquire them directly  through Gabelli & Company,  Inc., the Fund's  distributor
(the "Distributor"), or through a select number of financial intermediaries with
whom  the   Distributor  has  entered  into  selling   agreements   specifically
authorizing them to offer Class AAA Shares.

The Fund may appeal to you if:

you are a long-term  investor  you seek  growth of capital you believe  that the
market will favor small capitalization stocks over the long term

You may not want to invest in the Fund if:

      you are seeking a high level of current income
      you are conservative in your investment approach
      you seek stability of principal more than potential growth of capital

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.



<PAGE>


Performance:

The bar  chart and table  shown  below  provide  an  indication  of the risks of
investing in the Fund by showing changes in the Fund's  performance from year to
year (since 1992),  and by showing how the Fund's average annual returns for the
one year, five years and the life of the Fund compare to its benchmark.  As with
all mutual funds, the Fund's past performance does not predict how the Fund will
perform in the future.

BAR CHART [GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC

                                Calendar Year                      Total Return
                                -------------                      ------------
                                    1992                                20.3%
                                    1993                                22.8%
                                    1994                               (2.9)%
                                    1995                                25.2%
                                    1996                                11.9%
                                    1997                                36.5%
                                    1998                                  0.0%
                                    1999                                14.2%

===============================================================================
During the period shown in the bar chart,  the highest  return for a quarter was
17.10%  (quarter  ended June 30,  1999) and the lowest  return for a quarter was
(20.26)% (quarter ended September 30, 1998).
===============================================================================
<TABLE>
<CAPTION>
<S><C>                                              <C>                    <C>                  <C>

 ---------------------------------------------- ----------------------- ---------------------- ---------------------
         Average Annual Total Returns               Past One Year          Past Five Years      Since October 22,
   (for the periods ended December 31, 1999)                                                          1991*
 ---------------------------------------------- ----------------------- ---------------------- ---------------------
 ---------------------------------------------- ----------------------- ---------------------- ---------------------
 The Gabelli Small Cap Growth Fund Class AAA            14.22%                 16.90%                 17.86%
 Shares
 ---------------------------------------------- ----------------------- ---------------------- ---------------------
 ---------------------------------------------- ----------------------- ---------------------- ---------------------
 Russell 2000 Index**                                   21.26%                 16.69%                 13.52%
 ---------------------------------------------- ----------------------- ---------------------- ---------------------
</TABLE>

- ------------------------
 * From  October  22,  1991,  the  date  that  the Fund
commenced investment operations. ** The Russell 2000 Index is an unmanaged index
consisting of broad-based  common stocks.  The performance of the Index does not
include expenses or fees.

Fees and Expenses of the Fund:

This table  describes the fees and expenses that you may pay if you buy and hold
Class AAA Shares of the Fund.

<TABLE>
<CAPTION>
<S>                                                                                     <C>
                                                                                        Small Cap
                                                                                        Growth
                                                                                        Fund
Annual Fund Operating Expenses:
     (expenses that are deducted from Fund assets)
Management Fees                                                                         1.00%
Distribution (Rule 12b-1) Expenses                                                      0.25%
Other Expenses                                                                          0.31%
                                                                                        ----
Total Annual Fund Operating Expenses                                                    1.56%
                                                                                        ====



Expense Example:

This  example is intended to help you compare the cost of investing in Class AAA
Shares of the Fund with the cost of investing in other mutual funds. The example
assumes (1) you invest $10,000 in the Fund for the time periods  shown,  (2) you
redeem your shares at the end of those  periods,  (3) your  investment  has a 5%
return each year and (4) the Fund's operating expenses remain the same. Although
your actual costs may be higher or lower,  based on these assumptions your costs
would be:
</TABLE>


<TABLE>
<CAPTION>
<S>                                                 <C>              <C>             <C>                <C>

                                                     1 Year          3 Years          5 Years           10 Years
                                                     ------          -------          -------           --------

Small Cap Growth Fund                                $159            $493             $850              $1,856
</TABLE>


                         INVESTMENT AND RISK INFORMATION

In selecting investments for the Fund, the Adviser seeks issuers with a dominant
market share or niche franchise in growing and/or consolidating industries.  The
Adviser   considers   for   purchase   the   stocks   of  small   capitalization
(capitalization  is the  price  per  share  multiplied  by the  number of shares
outstanding)  companies with experienced  management,  strong balance sheets and
rising free cash flow and earnings. The Adviser's goal is to invest long term in
the stocks of companies trading at reasonable  valuations  relative to perceived
economic worth.

Frequently,  smaller  growth  companies  exhibit  one or more  of the  following
traits:

   New products or technologies
   New distribution methods
   Rapid changes in industry conditions due to regulatory or other developments
   Changes in management or similar  characteristics that may result not only
   in expected  growth in revenues but in an accelerated or above average rate
   of  earnings   growth,   which  would   usually  be  reflected  in  capital
   appreciation.

In addition,  because  smaller  growth  companies are less actively  followed by
stock  analysts and less  information  is available on which to base stock price
evaluations,  the market may overlook  favorable  trends in  particular  smaller
growth  companies  and then adjust its  valuation  more  quickly  once  investor
interest is gained.

The Fund may also use the following investment technique:

      Defensive  Investments.  When adverse market or economic conditions occur,
     the Fund may temporarily invest all or a portion of its assets in defensive
     investments.  Such  investments  include  fixed income  securities  or high
     quality money market instruments.  When following a defensive strategy, the
     Fund will be less likely to achieve its investment goals.

Investing in the Fund involves the following risks:

      Equity Risk.  The principal  risk of investing in the Fund is equity risk.
     Equity risk is the risk that the prices of the securities  held by the Fund
     will  change due to general  market and  economic  conditions,  perceptions
     regarding  the  industries in which the  companies  issuing the  securities
     participate and the issuer company's particular circumstances.

      Fund and  Management  Risk.  The Fund  invests in growth and value  stocks
     issued by smaller  companies.  The Fund's  price may  decline  because  the
     market favors large  capitalization  company stocks over stocks of small to
     mid-size  companies or value stocks over growth  stocks.  If the Adviser is
     incorrect in its  assessment of the growth  prospects of the  securities it
     holds or no event occurs which surfaces value, then the value of the Fund's
     shares may decline.

      Small  Capitalization  Company  Risk.  Investing  in  securities  of small
     capitalization  companies  may  involve  greater  risks than  investing  in
     larger, more established issuers. Small capitalization  companies generally
     have  limited  product  lines,  markets  and  financial  resources.   Their
     securities  may trade less  frequently  and in more limited volume than the
     securities   of   larger,   more   established   companies.   Also,   small
     capitalization  companies  are  typically  subject  to  greater  changes in
     earnings and business prospects than larger companies.  Consequently, small
     capitalization  company  stock  prices  tend to rise and fall in value more
     than other  stocks.  The Fund, as a holder of equity  securities,  only has
     rights to a value in the company after all its debts have been paid, and it
     could lose its entire  investment  in a company that  encounters  financial
     difficulty.

                             MANAGEMENT OF THE FUND

The Adviser. Gabelli Funds, LLC, with principal offices located at One Corporate
Center, Rye, New York 10580-1434,  serves as investment adviser to the Fund. The
Adviser makes  investment  decisions for the Fund and  continuously  reviews and
administers  the Fund's  investment  program under the supervision of the Fund's
Board of  Directors.  The  Adviser  also  manages  several  other  open-end  and
closed-end investment companies in the Gabelli family of funds. The Adviser is a
New York  limited  liability  company  organized in 1999 as successor to Gabelli
Group Capital Partners,  Inc.  (formerly named Gabelli Funds,  Inc.), a New York
corporation  organized  in 1980.  The Adviser is a  wholly-owned  subsidiary  of
Gabelli Asset  Management Inc.  ("GAMI"),  a publicly held company listed on the
New York Stock Exchange ("NYSE").

As compensation  for its services and the related expenses borne by the Adviser,
for the fiscal year ended  September  30, 1999,  the Fund paid the Adviser a fee
equal to 1.00% of the value of the Fund's average daily net assets.

The  Portfolio  Manager.  Mr.  Mario J.  Gabelli,  CFA, is  responsible  for the
day-to-day  management  of the  Fund.  Mr.  Gabelli  has  been  Chairman,  Chief
Executive  Officer  and  Chief  Investment   Officer  of  the  Adviser  and  its
predecessor  since inception,  as well as its parent company,  GAMI. Mr. Gabelli
also acts as Chief  Executive  Officer  and Chief  Investment  Officer  of GAMCO
Investors,  Inc. ("GAMCO"), a wholly-owned subsidiary of GAMI, and is an officer
or director of various other companies  affiliated with GAMI. The Adviser relies
to a considerable  extent on the expertise of Mr. Gabelli,  who may be difficult
to replace in the event of his death, disability or resignation.

Rule 12b-1 Plan. The Fund has adopted a plan under Rule 12b-1 (the "Plan") which
authorizes  payments  by the Fund on an  annual  basis  of  0.25% of the  Fund's
average  daily  net  assets   attributable   to  Class  AAA  Shares  to  finance
distribution  of the Fund's Class AAA Shares.  The Fund may make payments  under
the Plan for the purpose of financing any activity  primarily intended to result
in the sales of Class AAA Shares of the Fund.  To the extent any activity is one
that the Fund may finance  without a  distribution  plan, the Fund may also make
payments to compensate  such activity  outside of the Plan and not be subject to
its  limitations.  Because  payments  under the Plan are paid out of the  Fund's
assets on an ongoing basis,  over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales  charges.  Due
to the payment of 12b-1 fees,  long-term  shareholders  may  indirectly pay more
than the equivalent of the maximum permitted front-end sales charge.



<PAGE>


                               PURCHASE OF SHARES

You can  purchase  the Fund's  shares on any day the NYSE is open for trading (a
"Business  Day"). You may purchase shares through your Plan  Administrator,  the
Distributor, directly from the Fund through the Fund's transfer agent or through
registered  broker-dealers  that have entered into selling  agreements  with the
Distributor.

   By Mail or In  Person.  You may open an  account  by  mailing a  completed
   subscription order form with a check or money order payable to "The Gabelli
   Small Cap Growth Fund" to:

                       By Mail                            By Personal Delivery
                       The Gabelli Funds                  The Gabelli Funds
                       P.O. Box 8308                      c/o BFDS
                       Boston, MA 02266-8308              66 Brooks Drive
                                                          Braintree, MA 02184

You  can   obtain  a   subscription   order   form  by   calling   1-800-GABELLI
(1-800-422-3554).  Checks  made  payable to a third  party and  endorsed  by the
depositor are not acceptable.  For additional  investments,  send a check to the
above address with a note stating your exact name and account  number,  the name
of the Fund and class of shares you wish to purchase.

      By Bank Wire.  To open an  account  using the bank wire  transfer  system,
     first telephone the Fund at 1-800-GABELLI  (1-800-422-3554) to obtain a new
     account number.  Then instruct a Federal Reserve System member bank to wire
     funds to:

                                        State Street Bank and Trust Company
                                       [ABA #011-0000-28 REF DDA #99046187]
                                       Re: The Gabelli Small Cap Growth Fund
                                                Account #__________
                                          Account of [Registered Owners]
                                       225 Franklin Street, Boston, MA 02110

     If you are making an initial purchase,  you should also complete and mail a
     subscription  order form to the  address  shown  under "By Mail." Note that
     banks may charge  fees for wiring  funds,  although  State  Street Bank and
     Trust  Company  ("State  Street")  will not charge you for  receiving  wire
     transfers.

Share  Price.  The Fund sells its Class AAA  Shares at the net asset  value next
determined  after the Fund receives your completed  subscription  order form and
your payment.  See "Pricing of Fund Shares" for a description of the calculation
of net asset value.

Minimum  Investments.  Your minimum initial  investment must be at least $1,000.
See  "Retirement  Plans"  and  "Automatic  Investment  Plan"  regarding  minimum
investment  amounts applicable to such plans. There is no minimum for subsequent
investments. Broker-dealers may have different minimum investment requirements.

Retirement  Plans.  The Fund has  available  a form of IRA and a "Roth"  IRA for
investment in Fund shares that may be obtained from the  Distributor  by calling
1-800-GABELLI  (1-800-422-3554).  Self-employed investors may purchase shares of
the Fund through  tax-deductible  contributions to existing retirement plans for
self-employed  persons,  known as "Keogh" or "H.R.-10"  plans. The Fund does not
currently  act as a sponsor to such  plans.  Fund  shares may also be a suitable
investment for other types of qualified  pension or  profit-sharing  plans which
are employer  sponsored,  including  deferred  compensation or salary  reduction
plans known as "401(k) Plans." The minimum initial investment may vary dependant
upon the criteria established by your plan sponsor or broker-dealer. There is no
minimum subsequent investment requirement for retirement plans.

Automatic Investment Plan. The Fund offers an automatic monthly investment plan.
There is no minimum  monthly  investment for accounts  establishing an automatic
investment plan. Call the Distributor at 1-800-GABELLI (1-800-422-3554) for more
details about the plan.

Telephone or Internet Investment Plan. You may purchase additional shares of the
Fund by  telephone  and/or  over the  Internet  if your  bank is a member of the
Automated  Clearing  House  ("ACH")  system.  You must  also  have a  completed,
approved  Investment  Plan  application on file with the Fund's  Transfer Agent.
There is a  minimum  of $100 for  each  telephone  or  Internet  investment.  To
initiate  an  ACH  Purchase,  please  call  1-800-GABELLI   (1-800-422-3554)  or
1-800-872-5365 or visit our website @
w_Hlt476021177w_Hlt476021177w.ga_Hlt476021166b_Hlt476021166elli.com.

General. State Street will not issue share certificates unless requested by you.
The Fund reserves the right to (i) reject any purchase  order if, in the opinion
of the Fund's  management,  it is in the Fund's  best  interest  to do so,  (ii)
suspend the offering of shares for any period of time and (iii) waive the Fund's
minimum purchase requirement.

                              REDEMPTION OF SHARES

You can redeem shares of the Fund on any Business Day without a redemption  fee.
The Fund may  temporarily  stop  redeeming its shares when the NYSE is closed or
trading on the NYSE is restricted,  when an emergency exists and the Fund cannot
sell its  shares or  accurately  determine  the value of its  assets,  or if the
Securities and Exchange Commission orders the Fund to suspend redemptions.

The Fund  redeems  its shares at the net asset value next  determined  after the
Fund  receives  your  redemption  request.  See  "Pricing of Fund  Shares" for a
description of the calculation of net asset value.

You may redeem shares through the  Distributor or directly from the Fund through
the Fund's transfer agent.

      By Letter.  You may mail a letter requesting  redemption of shares to: The
     Gabelli Funds,  P.O. Box 8308,  Boston,  MA 02266-8308.  Your letter should
     state the name of the Fund and the share class, the dollar amount or number
     of shares you wish to redeem  and your  account  number.  You must sign the
     letter in exactly  the same way the account is  registered  and if there is
     more than one owner of shares,  all must sign.  A  signature  guarantee  is
     required for each  signature on your  redemption  letter.  You can obtain a
     signature  guarantee from financial  institutions such as commercial banks,
     brokers, dealers and savings associations. A notary public cannot provide a
     signature guarantee.

      By  Telephone  or the  Internet.  You may redeem your shares in an account
     directly  registered  with  State  Street by calling  either  1-800-GABELLI
     (1-800-422-3554)  or 1-800-872-5365  (617-328-5000  from outside the United
     States) or visiting  our website at  www.gabelli.com,  subject to a $25,000
     limitation.  You may not redeem  shares held through an IRA by telephone or
     the  Internet.  If State  Street  properly  acts on  telephone  or Internet
     instructions   and  follows   reasonable   procedures  to  protect  against
     unauthorized  transactions,  neither  State  Street  nor the  Fund  will be
     responsible for any losses due to telephone or Internet  transactions.  You
     may be responsible  for any fraudulent  telephone or Internet order as long
     as State Street or the Fund takes reasonable  measures to verify the order.
     You may request that redemption proceeds be mailed to you by check (if your
     address  has not  changed in the prior 30 days),  forwarded  to you by bank
     wire or  invested  in  another  mutual  fund  advised by the  Adviser  (see
     "Exchange of Shares").

         1.       Telephone or Internet  Redemption By Check. The Fund will make
                  checks  payable to the name in which the account is registered
                  and  normally  will  mail the check to the  address  of record
                  within seven days.

         2.        Telephone  or  Internet  Redemption  By Bank  Wire.  The Fund
                   accepts telephone or Internet requests for wire redemption in
                   amounts  of at least  $1,000.  The Fund  will  send a wire to
                   either a bank designated on your  subscription  order form or
                   on a  subsequent  letter  with a  guaranteed  signature.  The
                   proceeds are normally wired on the next Business Day.

Automatic  Cash  Withdrawal  Plan.  You may  automatically  redeem  shares  on a
monthly,  quarterly or annual basis if you have at least $10,000 in your account
and if your account is directly registered with State Street. Call 1-800-GABELLI
(1-800-422-3554) for more information about this plan.

Involuntary  Redemption.  The Fund may redeem all shares in your account  (other
than an IRA account) if its value falls below $1,000 as a result of  redemptions
(but not as a result of a decline in net asset  value).  You will be notified in
writing if the Fund  initiates  such action and allowed 30 days to increase  the
value of your account to at least $1,000.

Redemption  Proceeds. A redemption request received by the Fund will be effected
at the net asset value next determined  after the Fund receives the request.  If
you request redemption  proceeds by check, the Fund will normally mail the check
to you within  seven  days after  receipt  of your  redemption  request.  If you
purchased  your Fund shares by check or through the Automatic  Investment  Plan,
you may not receive proceeds from your redemptions until the check clears, which
may take up to as many as 15 days following purchase.  While the Fund will delay
the  processing of the  redemption  until the check clears,  your shares will be
valued at the next  determined net asset value after receipt of your  redemption
request.

The Fund may pay you your  redemption  proceeds  wholly or  partly in  portfolio
securities.  Payments  would be made in  portfolio  securities  only in the rare
instance  that the Fund's  Board of Directors  believes  that it would be in the
Fund's best interest not to pay redemption proceeds in cash.

                               EXCHANGE OF SHARES

You can  exchange  shares of the Fund you hold for  shares of the same  class of
another fund managed by the Adviser or its  affiliates  based on their  relative
net asset  values.  To obtain a list of the funds  whose  shares you may acquire
through an exchange call 1-800-GABELLI  (1-800-422-3554).  You may also exchange
your  shares for shares of a money  market  fund  managed by the  Adviser or its
affiliates.

In effecting an exchange:

you must meet the minimum investment  requirements for the fund whose shares you
purchase  through  exchange if you are  exchanging to a fund with a higher sales
charge,  you must pay the  difference  at the time of exchange you may realize a
taxable gain or loss you should read the prospectus of the fund whose shares you
are purchasing through exchange (call  1-800-GABELLI  (1-800-422-3554) to obtain
the prospectus)

You may exchange  shares through the  Distributor,  directly  through the Fund's
transfer agent or through a registered broker-dealer.

Exchange by  Telephone.  You may give  exchange  instructions  by  telephone  by
calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares by telephone
if you hold share certificates.

Exchange by Mail.  You may send a written  request for exchanges to: The Gabelli
Funds, P.O. Box 8308, Boston, MA 02266-8308. Your letter should state your name,
your account number, the dollar amount or number of shares you wish to exchange,
the name and class of the fund whose shares you wish to  exchange,  and the name
of the fund whose shares you wish to acquire.

Exchange through the Internet.  You may also give exchange  instructions via the
Internet at www.gabelli.com. You may not exchange shares through the Internet if
you hold share certificates.

We may modify or terminate the exchange privilege at any time. You will be given
notice 60 days prior to any material change in the exchange privilege.

                             PRICING OF FUND SHARES

The Fund's net asset  value per share of the Class AAA Shares is  calculated  on
each  Business  Day. The NYSE is open Monday  through  Friday,  but currently is
scheduled  to be closed on New Year's Day,  Dr.  Martin  Luther  King,  Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day and Christmas  Day and on the  preceding  Friday or subsequent
Monday when a holiday falls on a Saturday or Sunday, respectively.

The Fund's net asset value per share of the Class AAA Shares is determined as of
the close of regular trading on the NYSE,  normally 4:00 p.m., Eastern Time. Net
asset value is computed by dividing the value of the Fund's net assets (i.e. the
value of its  securities  and other  assets  less their  liabilities,  including
expenses  payable or accrued but  excluding  capital  stock and  surplus) by the
total number of its shares  outstanding at the time the  determination  is made.
The Fund uses market quotations in valuing its portfolio securities.  Short-term
investments  that mature in 60 days or less are valued at amortized cost,  which
the Directors of the Fund believe represents fair value.

                           DIVIDENDS AND DISTRIBUTIONS

The Fund intends to pay dividends  annually and capital gain  distributions,  if
any, on an annual basis.  You may have dividends or capital gains  distributions
that are  declared by the Fund  automatically  reinvested  at net asset value in
additional  shares of the Fund.  You will make an election to receive  dividends
and  distributions  in cash or Fund shares at the time you purchase your shares.
You may change this  election by notifying the Fund in writing at any time prior
to the record date for a particular dividend or distribution. There are no sales
or other charges in connection  with the  reinvestment  of dividends and capital
gains  distributions.  There is no fixed  dividend  rate,  and  there  can be no
assurance that the Fund will pay any dividends or realize any capital gains.



<PAGE>


                                 TAX INFORMATION

The Fund expects that its distributions will consist primarily of net investment
income and net realized  capital gains.  Capital gains may be taxed at different
rates  depending  on the length of time the Fund holds the asset  giving rise to
such gains.  Dividends out of net  investment  income and  distributions  of net
realized  short-term  capital gains (i.e. gains from assets held by the Fund for
one year or less) are taxable to you as ordinary  income.  Distributions  of net
long-term  capital gains are taxable to you at long-term capital gain rates. The
Fund's  distributions,  whether  you receive  them in cash or  reinvest  them in
additional  shares of the Fund,  generally will be subject to federal,  state or
local taxes. An exchange of the Fund's shares for shares of another fund will be
treated  for tax  purposes  as a sale of the  Fund's  shares;  and any  gain you
realize on such a transaction  generally will be taxable.  Foreign  shareholders
generally will be subject to a federal withholding tax.

This summary of tax consequences is intended for general  information  only. You
should consult a tax adviser  concerning the tax consequences of your investment
in the Fund.



<PAGE>


                              FINANCIAL HIGHLIGHTS

The financial  highlights table is intended to help you understand the financial
performance for the past five fiscal years of the Fund. The total returns in the
tables  represent  the rate that an  investor  would  have  earned or lost on an
investment in the Fund's Class AAA Shares.  This information has been audited by
Ernst & Young LLP,  independent  auditors,  whose  report  along with the Fund's
financial  statements and related notes are included in the annual report, which
is available upon request.

Per share amounts for the Fund's Class AAA Shares  outstanding  throughout  each
fiscal year ended September 30,
<TABLE>
<CAPTION>
<S>                                            <C>          <C>             <C>         <C>           <C>

                                                  1999         1998            1997         1996          1995
                                                  ----         ----            ----         ----          ----
Operating performance:
     Net asset value, beginning of year.....     $18.81      $ 25.42        $ 20.02       $ 19.34       $17.24
                                                 ------      -------        -------       -------       ------
     Net investment loss....................      (0.07)      (0.03)         (0.07)        (0.09)        (0.04)
     Net realized and unrealized gain/
         (loss) on investments..............       3.63       (2.99)          7.70         2.11          3.17
                                                   ----       ------          ----         ----          ----
     Total from investment operations              3.56      (3.02)           7.63         2.02          3.13
                                                   ----       ------          ----         ----          ----

Distributions to shareholders:
     Net realized gain on investments.......      (0.53)       (3.59)          (2.23)       (1.34)       (1.03)
                                                  ------       ------          ------       ------       ------
     Total distributions....................      (0.53)       (3.59)          (2.23)       (1.34)       (1.03)
                                                  ------       ------          ------       ------       ------

     Net asset value, end of year...........     $21.84       $ 18.81         $ 25.42       $ 20.02        $19.34
                                                 ======       ========         =======       =======        ======

     Total return+..........................    19.24%       (13.53)%      1942.22%       10.97%        19.66%
                                                ======       ========      ========       ======        ======

Ratios to average net assets and
Supplemental data:
     Net assets, end of year (in 000's)        $305,403      $277,820      $296,519      $223,239      $231,156
     Ratio of net investment loss to
          Average net assets................      (0.34)%       (0.14)%      (0.36)%       (0.42)%        (0.24)%
     Ratio of operating expenses to
          average net assets (a)............       1.56%         1.44%       1.62%         1.58%          1.54%
     Portfolio turnover rate................         24%           20%         14%           11%            17%
</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.
(a)  The Fund incurred  interest expense during the fiscal years ended September
     30, 1999 and 1997.  Excluding  interest  expense,  the ratios of  operating
     expenses  to  average   net  assets   would  have  been  1.53%  and  1.52%,
     respectively.



<PAGE>


                                [BACK COVER PAGE]

                        Gabelli Equity Series Funds, Inc.
                        The Gabelli Small Cap Growth Fund
                                Class AAA Shares

For More Information:
For more information about the Fund, the following  documents are available free
upon request:

Annual/Semi-annual Reports:
The Fund's  semi-annual  and annual reports to shareholders  contain  additional
information on the Fund's  investments.  In the Fund's annual  report,  you will
find a  discussion  of the market  conditions  and  investment  strategies  that
significantly affected the Fund's performance during its last fiscal year.

Statement of Additional Information (SAI):
The SAI  provides  more  detailed  information  about  the Fund,  including  its
operations and investments  policies.  It is  incorporated by reference,  and is
legally considered a part of this prospectus.

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
You can get free copies of these  documents and  prospectuses  of other funds in
the Gabelli  family,  or request other  information  and discuss your  questions
about the Fund by contacting:

- -------------------------------------------------------------------------------
                        Gabelli Equity Series Funds, Inc.
- -------------------------------------------------------------------------------
                              One Corporate Center
                                  Rye, NY 10580
                    Telephone: 1-800-GABELLI (1-800-422-3554)
                                 www.gabelli.com



You can review the Fund's  reports and SAI at the Public  Reference  Room of the
Securities and Exchange  Commission.  Information on the operation of the Public
Reference Room may be obtained by calling the Commission at 1-202-942-8090.
You can get text-only copies: For a fee, by writing the Commission's Public
Reference Section,  Washington,  D.C. 20549-0102 [or by calling 1-202-942-8090],
or by electronic  request at the following  email  address:  [email protected].
Free from the Commission's Website at http://www.sec.gov



(Investment Company Act file no. 811-06367)





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