GABELLI EQUITY SERIES FUNDS INC, 497, 2000-02-04

GABELLI EQUITY SERIES FUNDS INC
497, 2000-02-04

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GABELLI EQUITY SERIES FUNDS, INC.
The Gabelli Small Cap Growth Fund
The Gabelli Equity Income 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
The Gabelli Equity Income 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.

<PAGE>

Gabelli Equity Series Funds, Inc. Table of Contents

Investment and Performance Summary
2 - 6

Investment and Risk Information
6 - 7

Management of the Funds
7 - 8
------------------------------------

8 Purchase of Shares
9 Redemption of Shares
10 Exchange of Shares
11 Pricing of Fund Shares
11 Dividends and Distributions
12 Tax Information

Financial Highlights
13 - 14

<PAGE>

INVESTMENT AND PERFORMANCE SUMMARY

The Gabelli Small Cap Growth Fund (the "Small Cap Fund") and The Gabelli Equity
Income Fund (the "Equity Income Fund") (each a "Fund" and collectively, the
"Funds") are series of Gabelli Equity Series Funds, Inc.

GABELLI SMALL CAP GROWTH FUND

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>

GABELLI EQUITY INCOME FUND

Investment Objective:

The Fund seeks to provide a high level of total return on its assets with an
emphasis on income.

Principal Investment Strategies:

The Fund will seek to achieve its investment objective through a combination of
capital appreciation and current income by investing primarily in income
producing equity securities including securities convertible into common stock.
In making stock selections, the Fund's Adviser looks for securities that have a
better yield than the average of the Standard and Poor's 500 Stock Index, as
well as capital gains potential.

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. Preferred stocks and debt securities
convertible into or exchangeable for common or preferred stock also are subject
to interest rate risk and/or credit risk. When interest rates rise, the value of
such securities generally declines. It is also possible that the issuer of a
security will not be able to make interest and principal payments when due. 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 its portfolio companies will reduce or eliminate the dividend
rate on securities held by the Fund. 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 the Fund's 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 are seeking income as well as growth of capital

You may not want to invest in the Fund if:

* 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.

Performance:

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

<PAGE>

GABELLI SMALL CAP GROWTH FUND

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).

Average Annual Total Returns
(for the periods ended December 31, 1999) Past One Year Past Five Years Since October 22, 1991*
- ---------------------------------------------- ------------------ -------------------- ----------------------------
- ---------------------------------------------- ------------------ -------------------- ----------------------------
The Gabelli Small Cap Growth Fund 14.22% 16.90% 17.86%
Class AAA 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.

GABELLI EQUITY INCOME FUND

BAR CHART (GRAPHIC OMITTED)
EDGAR REPRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC

Calendar Year Total Return
------------- ------------
1992 9.8%
1993 17.9%
1994 1.1%
1995 28.3%
1996 17.9%
1997 27.9%
1998 12.6%
1999 9.3%

During the period shown in the bar chart, the highest return for a quarter was
12.71% (quarter ended December 31, 1998) and the lowest return for a quarter was
(9.65)% (quarter ended September 30, 1998).

Average Annual Total Returns
(for the periods ended December 31, 1999) Past One Year Past Five Years Since January 2, 1992*
---------------------------------------------- ------------------- ---------------------- -------------------------
---------------------------------------------- ------------------- ---------------------- -------------------------
The Gabelli Equity Income Fund 9.33% 18.95% 15.25%
Class AAA Shares
---------------------------------------------- ------------------- ---------------------- -------------------------
---------------------------------------------- ------------------- ---------------------- -------------------------
S&P(R)500 Stock Index** 21.03% 28.54% 17.04%
---------------------------------------------- ------------------- ---------------------- -------------------------
</TABLE>

* From January 2, 1992, the date that the Fund commenced investment operations.
** The S&P(R) 500 Composite Stock Price Index is a widely recognized,
unmanaged index of common stock prices. The performance of the Index does
not include expenses or fees.

Fees and Expenses of the Funds:

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

Small Cap Equity
Growth Income
Fund Fund
Annual Fund Operating Expenses:
(expenses that are deducted from Fund Assets)
Management Fees 1.00% 1.00%
Distribution (Rule 12b-1) Expenses 0.25% 0.25%
Other Expenses 0.31% 0.35%
----- -----
Total Annual Fund Operating Expenses 1.56% 1.60%
===== =====

Expense Example:

This example is intended to help you compare the cost of investing in Class AAA
Shares of the Funds with the cost of investing in other mutual funds. The
example assumes (1) you invest $10,000 in the Funds 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 Funds' operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

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

Small Cap Growth Fund $159 $493 $850 $1,856
Equity Income Fund $163 $505 $871 $1,900

INVESTMENT AND RISK INFORMATION

Small Cap Fund:
In selecting investments for the Small Cap 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.

<PAGE>

Equity Income Fund:
In selecting investments for the Equity Income Fund, the Adviser focuses on
issuers that
* have strong free cash flow and pay regular dividends
* have potential for long-term earnings per share growth
* may be subject to a value catalyst, such as industry developments,
regulatory changes, changes in management, sale or spin-off of a
division or the development of a profitable new business
* are well-managed
* will benefit from sustainable long-term economic dynamics, such as
globalization of an issuer's industry or an issuer's increased focus on
productivity or enhancement of services

The Adviser also believes preferred stock and convertible securities of selected
companies offer opportunities for capital appreciation as well as periodic
income and may invest a portion of the Equity Income Fund's assets in such
securities. This is particularly true in the case of companies that have
performed below expectations. If a company's performance has been poor enough,
its preferred stock and convertible debt securities will trade more like the
common stock than like a fixed income security and may result in above average
appreciation if performance improves. Even if the credit quality of the company
is not in question, the market price of the convertible security will reflect
little or no element of conversion value if the price of its common stock has
fallen substantially below the conversion price. This leads to the possibility
of capital appreciation if the price of the common stock recovers.

The Funds may also use the following investment technique:

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

Investing in the Funds involve the following risks:

Equity Risk. The principal risk of investing in the Funds is equity
risk. Equity risk is the risk that the prices of the securities held by
the Funds 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. - Small Cap Fund only - 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.

Fund and Management Risk. - Equity Income Fund only - The Fund invests
in stocks issued by companies believed by the Adviser to be undervalued
and that have the potential to achieve significant capital
appreciation. If the Adviser is incorrect in its assessment of the
values 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. - Small Cap Fund only - 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.

Interest Rate Risk and Credit Risk. - Equity Income Fund only -
Investments in preferred stock and securities convertible into or
exchangeable for common or preferred stock involve interest rate risk
and credit risk. When interest rates decline, the value of such
securities generally rises. Conversely, when interest rates rise, the
value of such securities generally declines. It is also possible that
the issuer of a security will not be able to make interest and
principal payments when due.

Low Credit Quality Risk. - Equity Income Fund only - Lower rated
convertible securities are subject to greater credit risk, price
volatility and risk of loss than investment grade securities. There may
be less of a market for lower rated securities, which could make it
harder to sell them at an acceptable price.

MANAGEMENT OF THE FUNDS

The Adviser. Gabelli Funds, LLC, with principal offices located at One Corporate
Center, Rye, New York 10580-1434, serves as investment adviser to the Funds. The
Adviser makes investment decisions for the Funds and continuously reviews and
administers the Funds' investment program under the supervision of the Funds'
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 Funds paid the Adviser a fee
equal to 1.00% of the value of each 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 Funds. 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 Funds have adopted a plan under Rule 12b-1 (the "Plan")
which authorizes payments by the Funds on an annual basis of 0.25% of the Funds'
average daily net assets attributable to Class AAA Shares to finance
distribution of the Funds' Class AAA Shares. The Funds 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 Funds. To the extent any activity is one
that the Funds may finance without a distribution plan, the Funds 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 Funds'
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.

PURCHASE OF SHARES

You can purchase the Funds' shares on any day the NYSE is open for trading (a
"Business Day"). You may purchase shares through the Distributor, directly from
the Funds through the Funds' 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" or "The Gabelli Equity Income Fund" to:

<PAGE>

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(s) 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(s) 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 ______ 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 Funds sell their Class AAA Shares at the net asset value next
determined after the Funds receive 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 Funds have 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 Funds through tax-deductible contributions to existing retirement plans for
self-employed persons, known as "Keogh" or "H.R.-10" plans. The Funds do 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 in all such
retirement plans is $250. There is no subsequent investment requirement for
retirement plans.
- --------------------------------------------------------------------------------

Automatic Investment Plan. The Funds offer 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
Funds 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 Funds' 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 at www.gabelli.com.

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

REDEMPTION OF SHARES

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

The Funds redeem their shares at the net asset value next determined after the
Funds receive 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 Funds through
the Funds' 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(s)
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 Funds 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 Funds take 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 Funds
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
Funds accept telephone or Internet requests for wire
redemption in amounts of at least $1,000. The Funds
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 Funds may redeem all shares in your account (other
than an IRA account) if their 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 Funds initiate 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 a Fund will be effected at
the net asset value next determined after a Fund receives the request. If you
request redemption proceeds by check, the Funds will normally mail the check to
you within seven days after receipt of your redemption request. If you purchased
your Fund(s) 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 Funds 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 Funds 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 Funds' Board of Directors believes that it would be in the
Funds' best interest not to pay redemption proceeds in cash.

EXCHANGE OF SHARES

You can exchange shares of the Fund(s) 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 Funds'
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 funds 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 Funds' 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 Funds' 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 Funds' net assets (i.e. the
value of their securities and other assets less their liabilities, including
expenses payable or accrued but excluding capital stock and surplus) by the
total number of their shares outstanding at the time the determination is made.
The Funds use market quotations in valuing their portfolio securities.
Short-term investments that mature in 60 days or less are valued at amortized
cost, which the Directors of the Funds believe represents fair value.

DIVIDENDS AND DISTRIBUTIONS

The Funds intend to pay dividends quarterly for the Equity Income Fund and
annually for the Small Cap Fund and capital gain distributions, if any, on an
annual basis. You may have dividends or capital gains distributions that are
declared by the Funds automatically reinvested at net asset value in additional
shares of the Funds. You will make an election to receive dividends and
distributions in cash or Fund(s) shares at the time you purchase your shares.
You may change this election by notifying the Funds 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 Funds will pay any dividends or realize any capital gains.

TAX INFORMATION

The Funds expect that their 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 Funds hold 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 Funds
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 Funds' 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 Funds' shares for shares of another fund will be
treated for tax purposes as a sale of the Funds' 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 Funds.

<PAGE>

FINANCIAL HIGHLIGHTS

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

GABELLI SMALL CAP GROWTH FUND

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)% 42.22% 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>

GABELLI EQUITY INCOME FUND

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..... $15.97 $17.39 $13.81 $12.65 $11.54
------ ------ ------ ------ ------
Net investment income.................. 0.23 0.22 0.22 0.28 0.29
Net realized and unrealized gain
on investments................ 2.82 0.29 4.28 1.76 1.77
---- ---- ---- ---- ----
Total from investment operations 3.05 0.51 4.50 2.04 2.06
---- ---- ---- ---- ----

Distributions to shareholders:
Net investment income.................. (0.22) (0.26) (0.22) (0.28) (0.29)
In excess of net investment income..... ---- ---- ---- (0.01) ----
Net realized gain on investments....... (1.22) (1.67) (0.70) (0.59) (0.66)
------ ------ ------ ------ ------
Total distributions.................... (1.44) (1.93) (0.92) (0.88) (0.95)
------ ------ ------ ------ ------
Net asset value, end of year........... $17.58 $15.97 $17.39 $13.81 $12.65
====== ====== ====== ====== ======

Total return+.......................... 19.82% 2.98% 33.98% 16.69% 19.20%
====== ===== ====== ====== ======

Ratios to average net assets and
supplemental data:
Net assets, end of year (in 000's) $92,111 $79,669 $73,730 $57,006 $54,806
Ratio of net investment income to
average net assets................ 1.32% 1.27% 1.42% 1.99% 2.50%
Ratio of operating expenses to
average net assets................ 1.60% 1.64% 1.78% 1.93% 1.83%
Portfolio turnover rate................ 39% 35% 43% 20% 30%
</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.

<PAGE>

[BACK COVER PAGE]

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

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

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

Statement of Additional Information (SAI):
The SAI provides more detailed information about the Funds, including their
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 Funds 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 Funds' 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)

Gabelli Equity Series Funds, Inc.
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.

- ----------------------------------------------------------
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.

<PAGE>

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:

Principal Risks:

Who May Want to Invest:

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 14.22%

================================================================================
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).
================================================================================

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.

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:

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

Small Cap Growth Fund $159 $493 $850 $1,856

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.

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 ______ 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.

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 your plan sponsor or broker-dealer.

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 @ www.gabelli.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.

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.

GABELLI SMALL CAP GROWTH FUND

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

Net asset value, end of year........... $21.84 $ 18.81 $ 25.42 $ 20.02 $19.34
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Total return+.......................... 19.24% (13.53)% 42.22% 10.97% 19.66%
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[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)