GABELLI MONEY MARKET FUNDS
485BPOS, 1998-11-30
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  As filed with the Securities and Exchange Commission on
    November 30, 1998     
                                               Securities Act File No. 33-48220
                      Investment Company File No. 811-6687

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                    FORM N-1A
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]

                                          Pre-Effective Amendment No.
[ ]

                     Post-Effective Amendment No.     9     
[X]

                                                      and/or

                 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]

                            Amendment No.     11     
[X]

                                          THE GABELLI MONEY MARKET FUNDS
                             (Exact Name of Registrant as Specified in Charter)

                                  One Corporate Center, Rye, New York 10580-1434
                            (Address of Principal Executive Offices)  (Zip Code)

       (Registrant's Telephone Number, including Area Code: 1-800-422-3554)    

                                                 Bruce N. Alpert
                                               One Corporate Center
                                             Rye, New York 10580-1434
                                     (Name and Address of Agent for Service)
   
Copies to:       James McKee                            Daniel Schloendorn, Esq.
                 The Gabelli Money                     Willkie, Farr & Gallagher
                 One Corporate Center                        787 Seventh Avenue
                 Rye, New York 10580-1            New York, New York  10019-6099
    
It is proposed that this filing will become effective (check appropriate box)   
[ ]  immediately  upon filing  pursuant to Rule 485 (b) [X] on December 20, 1998
pursuant to Rule 485 (b) [ ] 60 days after filing  pursuant to Rule 485 (a)(1) [
] on ___________  pursuant to Rule 485 (a)(1) [ ] 75 days after filing  pursuant
to Rule 485 (a)(2) [ ] on  ___________  pursuant to Rule 485 (a)(2)     [ ] This
post-effective  amendment designates a new effective date for a previously filed
post-effective  amendment.      The Registrant will file a Rule 24f-2 Notice for
its fiscal year ended September 30, 1998 on or before December 29, 1998    .





                                          THE GABELLI MONEY MARKET FUND

                                              CROSS REFERENCE SHEET

                                           (as required by Rule 485(a))

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

Part A
Item No.                                                        Location in Prospectus

1.       Cover Page                                             Cover Page

2.       Synopsis                                               Fund Goals, Risks and Strategies; Financial Information

3.       Condensed Financial Information                        Financial     Highlights     

4.       General Description of Registrant                      Cover Page; Fund Goals, Risks and Strategies;
                                                                         General Information

5.       Management of the Fund                                          Fund Goals, Risks and Strategies; Management of
                                                                the Trust; General Information

5a.      Management Discussion of Fund Performance              Not Applicable

6.       Capital Stock and Other Securities                     Fund Goals, Risks and Strategies; Dividends,
                                                                Distributions and Taxes; General Information

7.       Purchase of Securities Being Offered                   Fund Goals, Risks and Strategies; Management of the
                                                                Trust; Purchase of Shares; Exchange of Shares; General
                                                                Information

8.       Redemption or Repurchase                                        Redemption of Shares

9.       Pending Legal Proceedings                              Not Applicable

</TABLE>


<PAGE>


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

Part B                                                        Location in Statement of
Item No.                                                      Additional Information

10.      Cover Page                                           Cover Page

11.      Table of Contents                                    Table of Contents

12.      General Information and History                      Not Applicable

13.      Investment Objectives and Policies                   Investment Objectives and Policies; Investment
                                                              Techniques; Certain Risk Considerations; Investment
                                                              Restrictions; Portfolio Turnover

14.      Management of the Fund                                   Trustees and Officers     

15.      Control Persons and Principal Holders                Trustees and Officers
           of Securities

16.      Investment Advisory and Other Services               The Manager;          The Sub-Administrator; The
                                                              Distributor; The Custodian, Transfer Agent and Dividend
                                                              Disbursing Agent

17.      Brokerage Allocation and Other Practices             Portfolio Transactions and Brokerage

18.      Capital Stock and Other Securities                   Description of the Trust

19.      Purchase, Redemption and Pricing of                  Purchase of Shares; Redemption of Shares;
           Securities Being Offered                           Net Asset Value

20.      Tax Status                                           Not Applicable

21.      Underwriters                                         The Distributor

22.      Calculation of Performance Data                      Performance Information

23.      Financial Statements                                 Financial Statements

</TABLE>


<PAGE>













                                       The
                                     Gabelli
                                  U.S. Treasury
                                                   Money Market
                                                       Fund


                                                    PROSPECTUS
                                                December 20, 1998    


                               GABELLI FUNDS, INC.
                                     Manager

                             GABELLI & COMPANY, INC.
                                   Distributor


                                          TABLE OF CONTENTS

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

FINANCIAL INFORMATION..........................................................................................4

FINANCIAL HIGHLIGHTS...........................................................................................5

FUND GOALS, RISKS AND STRATEGIES...............................................................................5

MANAGEMENT OF THE TRUST........................................................................................6

INVESTMENT PERFORMANCE.........................................................................................8

PURCHASE OF SHARES.............................................................................................9

REDEMPTION OF SHARES..........................................................................................10

EXCHANGE OF SHARES............................................................................................12

DIVIDENDS, DISTRIBUTIONS AND TAXES............................................................................12

GENERAL INFORMATION...........................................................................................13

</TABLE>



- --------------------------------------------------------------------------------
No dealer,  salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus, and
if given or made, such information or  representation  may not be relied upon as
being  authorized  by  the  Fund,  the  Manager,  the   Sub-Administrator,   the
Distributor or any affiliate  thereof.  This  Prospectus  does not constitute an
offer to sell or a solicitation  of any offer to buy in any  jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction.
- --------------------------------------------------------------------------------







The Gabelli U.S. Treasury Money Market Fund
                                               One Corporate Center
                                             Rye, New York 10580-1434
                    Telephone: 1-800-GABELLI (1-800-422-3554)
                                              http://www.gabelli.com
 .........
PROSPECTUS                                                December 20, 1998    

     .........The  Gabelli U.S.  Treasury  Money Market Fund (the "Fund") is the
first series of The Gabelli Money Market Funds,  a Delaware  business trust (the
"Trust")  organized  on  May 21,   1992.  The  Fund  is  a  no-load,   open-end,
diversified,  management investment company,  whose investment objective is high
current income consistent with the preservation of principal and liquidity.  The
Fund seeks to achieve its  investment  objective by  investing in U.S.  Treasury
obligations  which have remaining  maturities of 397 days or less.  Under normal
market  conditions,  the Fund will  invest  at least  65% of its  assets in U.S.
Treasury  obligations.  Currently,  the Fund  will  invest  exclusively  in U.S.
Treasury obligations.

     .........   This  Prospectus explains the objectives,  policies,  risks and
fees of the Fund. Please read it carefully before you invest and keep it on hand
for future  reference.  A Statement  of  Additional  Information  ("SAI")  dated
December  20, 1998  containing  additional  information  about the Fund has been
filed with the Securities and Exchange  Commission  (the "SEC") and is available
for  reference,  along  with  other  materials,  on the SEC  Internet  Web  Site
(http://www.sec.gov). The SAI is incorporated by reference into this Prospectus.
For a free copy,  write or call the Fund at the telephone  number or address set
forth above.    

 .........Please note that the Fund:

               is not a bank deposit
               is not federally insured
               is not endorsed by any bank or government agency
               is not government guaranteed
               may not be able to maintain a stable $1 share price
       
     The Fund  maintains a limit on expenses to 0.30% of the average net assets,
which is lower than most  other  money  market  funds.  In so doing,  it imposes
certain  charges  such as an account  closeout fee and wire fees for wires under
$5,000.  Although  it does  not  charge  for  checkwriting,  it may do so in the
future.

           This Prospectus should be retained by investors for future reference.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION,  NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.



                              FINANCIAL INFORMATION

     SHAREHOLDER  TRANSACTION  EXPENSES.  The purpose of this table is to assist
you in understanding the expenses a shareholder in the Fund will bear directly.
<TABLE>
<CAPTION>
<S>                                                                                                           <C>

Shareholder Transaction Expenses*
Redemption Fees (1)..............................................................................         None
Account Closeout Fee (1).........................................................................         $5.00

     FUND EXPENSES.  The purpose of this table is to assist you in understanding
the expenses charged directly to the Fund, which investors in the Fund will bear
indirectly. Such expenses include payments to Trustees,  auditors, legal counsel
and service  providers,  registration fees and distribution fees. The fees shown
are based on fees for the Fund's past fiscal year.
   
Annual Fund Operating Expenses
- ------------------------------
(as a percentage of average daily assets)
Management Fees (after waivers) (2)..............................................................         .15%
12b-1 Fees.......................................................................................         None
Other Expenses (after expense reimbursements) (2)................................................         .15%
Total Operating Expenses (after fee waivers and expense reimbursements) (2)......................         .30 %
                                                                                                          ====
 .........
- ---------
*    No sales load is imposed on purchases, exchanges or redemptions.

     (1) In association  with  maintaining a low expense  limitation as noted in
(2) below,  the Fund will charge your account $5.00 for each  telephone  request
for bank wire  redemption  under $5,000 or telephone  request for  redemption by
check  you make.  The Fund will  charge a $5.00  account  closeout  fee when you
redeem all shares in your account, except for fund exchanges and wire transfers.
See  "Redemption  of Shares."  The charges will be paid to State Street Bank and
Trust  Company  ("State  Street") and will reduce the transfer  agency  expenses
otherwise payable by the Fund.

     (2) Reflects  agreement of Gabelli  Funds,  Inc.  (the  "Manager") to waive
indefinitely  Management  Fees to the  extent  necessary  to ensure  that  Total
Operating  Expenses  do not exceed the amount  shown in the table  above.  If no
waiver applied,  the Management Fees would be .30%, Other Expenses would be .16%
and Total  Operating  Expenses  would be .46% of average daily net assets.  (See
"Management of the Trust - The Manager").
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                   <C>       <C>          <C>             <C>
Example:
- ------- 
                                                                   1 Year     3 Years      5 Years       10 Years
                                                                   -------    --------     --------      --------
a)     You  would  pay  the  following   expenses  on  a  $1,000
       investment,   assuming  a  5%  annual   return  and  full
       redemption at the end of each time period:                    $8          $15          $22          $43
b)     You  would  pay  the  following   expenses  on  the  same
       investment, assuming no redemptions:                          $3          $10          $17          $38
</TABLE>

    



- --------------------------------------------------------------------------------
The amounts listed in this example should not be considered a representation  of
past or future  expenses  and actual  expenses may be greater or less than those
indicated.  Example (a) includes the effect of the Fund's $5.00 account closeout
fee which is  charged  when you  voluntarily  redeem  all of the  shares in your
account.  The example  assumes a 5% annual  return;  however,  the Fund's actual
performance will vary and may result in an actual return more or less than 5%.
- --------------------------------------------------------------------------------

     Additional financial and performance information is contained in the Fund's
annual report,  which can be obtained  without  charge by calling  1-800-GABELLI
(1-800-422-3554).

                                               FINANCIAL HIGHLIGHTS

The  following  information  has been audited by Ernst & Young LLP,  independent
auditors,  whose report thereon appears in the SAI, which is incorporated herein
by reference.

Per share  amounts  for a Fund  share  outstanding  throughout  each year  ended
September 30,    
<TABLE>
<CAPTION>
<S>                                          <C>            <C>       <C>            <C>          <C>           <C>   

                                             1998       1997 (d)      1996          1995         1994           1993*
                                             ----       ----          ----          ----         ----           ---- 
Operating performance:
Net asset value, beginning of year....      $1.00        $1.00        $1.00        $1.00        $1.00         $1.00
                                            -----        -----        -----        -----        -----         -----
Net investment income (a).............      0.0496       0.0485      0.0492        0.0528       0.0323        0.0271
Net gain on investments...............      0.0005       0.0013      0.0006        0.0002       0.0002        0.0002
                                            ------       ------      ------        ------       ------        ------
Total from investment operations......      0.0501       0.0498      0.0498        0.0530       0.0325        0.0273
                                            ------       ------      ------        ------       ------        ------

Distributions to shareholders from:
Net investment income...............       (0.0496)     (0.0485)    (0.0492)      (0.0528)     (0.0323)      (0.0271)
Net realized gains..................       (0.0005)     (0.0013)    (0.0006)      (0.0002)     (0.0002)      (0.0002)
                                           --------     --------    --------      --------     --------      --------
Total distributions.................       (0.0501)     (0.0498)    (0.0498)      (0.0530)     (0.0325)      (0.0273)
                                           --------     --------    --------      --------     --------      --------

Net asset value, end of year........        $1.00        $1.00        $1.00        $1.00        $1.00         $1.00
                                            =====        =====        =====        =====        =====         =====
Total return (c)....................         5.1%         5.1%        5.1%          5.4%         3.3%          2.8%
                                             ====         ====        ====          ====         ====          ====

Ratios to average net assets/
supplemental data:
Net assets, end of year (in 000s)...       $314,394     $203,542    $216,038      $218,036     $186,020      $187,709
Ratio of net investment income
   to average net assets............        4.91%        4.85%        4.92%        5.30%        3.23%         2.73%
Ratio of operating expenses
   to average net assets (b)........        0.30%        0.30%        0.30%        0.27%        0.30%         0.30%
         .........
- ------------------
*    The Fund commenced operations on October 1, 1992.
(a)  Net  investment  income  before  fees  waived by the Manager for the fiscal
     years  ended  September  30,  1998,  1997,  1996,  1995,  1994 and 1993 was
     $0.0475, $0.0469, $0.0477, $0.0516, $0.0312 and $0.0255, respectively.
(b)  Operating  expense  ratios before fees waived by the Manager for the fiscal
     years ended September 30, 1998, 1997, 1996, 1995, 1994 and 1993 were 0.46%,
     0.46%, 0.45%, 0.39%, 0.43% and 0.46%, respectively.
(c)  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  (exclusive  of any closeout
     fees).
(d)  Gabelli Funds, Inc. became the sole investment advisor of the
 Fund on April 15, 1997.
</TABLE>


    
                                         FUND GOALS, RISKS AND STRATEGIES

     GOAL.  The Fund's goal is to provide high current  income  consistent  with
preservation of principal and
liquidity.  This goal is fundamental and may be changed only by shareholders.

PRINCIPAL  INVESTMENTS.  Under normal  market  conditions,  the Fund will 
invest at least 65% of its assets in U.S. Treasury securities, including:

               U.S. Treasury bills
               U.S. Treasury notes
               U.S. Treasury bonds
               U.S. Treasury strips

         The Fund may also borrow  money in an amount  equal to no more than 30%
of its assets for  temporary,  extraordinary  or  emergency  purposes or for the
clearance  of  transactions.  Although  the Fund also may enter into  repurchase
agreements  collateralized  by U.S.  Treasury  securities,  the  Fund  currently
intends to invest exclusively in U.S. Treasury obligations.

     Substantially  all of the dividends the Fund pays are exempt from state and
local taxes. Such dividends,  however, are not exempt from Federal taxes and any
capital  gains  paid by the Fund will be  subject  to  Federal,  state and local
taxes. See "Dividends, Distributions and Taxes."

            The Fund  attempts  to maintain a constant  $1.00 per share price by
purchasing  only  securities  with 397 days or less  remaining  to maturity  and
limiting  the  dollar-weighted  average  maturity of its  portfolio  to 90 days.
Although  the Fund  can't  guarantee  a $1.00  per  share  price,  its  maturity
standards and  investments  in U.S.  Treasury  obligations  help to minimize any
price increases or decreases that might result from rising or declining interest
rates.    

WHO MAY WANT TO INVEST.  The Fund may appeal to you if:

               you are a long-term investor or saver
               you desire a fund with lower fund  expenses than the average U.S.
               Treasury  money market fund you seek  stability of principal more
               than  growth or high  current  income you seek  income  free from
               state  and  local  taxes  you  intend  to  exchange   into  other
               Gabelli-sponsored mutual funds

You may not want to invest in the Fund if:

               you are a short-term investor,  since the Fund may impose certain
               transaction   charges  you  are  aggressive  in  your  investment
               approach or you desire a relatively high rate of return

RISK FACTORS.  Although the Fund attempts to maintain a constant net asset value
of $1.00 per share, your investment in the Fund is not guaranteed. By itself, no
fund  constitutes a balanced  investment  program and there is no guarantee that
any fund will achieve its  investment  objective  since there is  uncertainty in
every investment.

                             MANAGEMENT OF THE TRUST

         The Trustees (who, with the Trust's officers, are described in the SAI)
have overall responsibility for the management of the Trust. The Trustees decide
upon matters of general policy and review the actions of the Manager,  Gabelli &
Company, Inc. (the "Distributor") and the Trust's other service providers.

     THE MANAGER.     Subject to the Trustees'  oversight,  the Manager conducts
and  supervises  the daily  operations  of the  Trust,  manages  the  investment
operations of the Trust, administers the Trust's business affairs and supervises
the  performance of services by others.  The Manager is located at One Corporate
Center, Rye, New York 10580-1434.     

            As  compensation  for its services and the related expenses borne by
the  Manager,  the  Manager is  entitled  to receive a fee,  computed  daily and
payable monthly,  equal, on an annual basis, to .30% of the Fund's average daily
net assets (the "Management  Fee"). The Manager has agreed to waive  voluntarily
all or a portion  of its  Management  Fee and/or to assume  voluntarily  certain
expenses of the Trust until further  notice to the extent  necessary to maintain
the total  expense  ratio of the Fund at not more than .30% of average daily net
assets  (excluding  interest,  taxes and extraordinary  expenses).  This has the
effect of lowering the overall expense ratio of the Fund and of increasing yield
to investors in the Fund.  There is no assurance  that these fees will be waived
or that expenses will be reimbursed in the future.  See "The Manager - Expenses"
in the SAI. For the fiscal year ended  September 30, 1998, the Manager  received
fees after waivers at the effective rate of .15% of the Fund's average daily net
assets.    

         The Manager  believes the indefinite  waiver of its fee and the expense
limit of 0.30%  makes it one of the most  attractive  U.S.  Treasury-only  money
market funds. In order to maintain its lower than average expense structure,  it
imposes  certain  transaction  charges to those  investors  who use the fund for
short  periods of time or for small dollar  transactions.  Accordingly,  account
closeouts,  bank wires under $5,000 and check redemptions are subject to a $5.00
fee.

            The  Manager was formed in 1980 and as of September 30, 1998 acts as
investment  adviser to mutual funds with aggregate assets of approximately  $6.0
billion (less affiliates).  Its majority owned affiliates Gabelli Advisers, Inc.
and Gabelli  Fixed Income LLC manage mutual funds with assets  aggregating  $347
million and $664 million, respectively.

<TABLE>
<CAPTION>
<S>            <C>                                                                      <C>    
          
                                                                                     Net Assets
         Open-end funds:                                                              09/30/98

         Gabelli Asset Fund                                                           $1,373
         Gabelli Growth Fund                                                                1,405
         Gabelli Value Fund Inc.                                                              676
         Gabelli Small Cap Growth Fund                                                        277
         Gabelli Equity Income Fund                                                            79
         Gabelli ABC Fund                                                                      41
         Gabelli Global Telecommunications Fund                                               136
         Gabelli U.S. Treasury Money Market Fund                                              314
         Gabelli Global Interactive Couch Potato(R)Fund                                         62
         Gabelli Global Convertible Securities Fund                                             6
         Gabelli Global Opportunity Fund                                                        4
         Gabelli Gold Fund Inc.                                                                13
         Gabelli Capital Asset Fund                                                           134
         Gabelli International Growth Fund, Inc.                                               25
         Gabelli Westwood Funds:      Equity                                                  177
                                      Intermediate Bond                                         7
                                      Balanced                                                 142
                                      SmallCap Fund                                             11
                                      Realty                                                    1
                                      Mighty Mites                                          4,838
         The Treasurer's Fund, Inc.:  Domestic Prime                                          345
                                      Tax Exempt                                               207
                                      U.S. Treasury                                             111
         Closed-end funds:

         Gabelli Equity Trust Inc.                                                          1,212
         Gabelli Global Multimedia Trust Inc.                                                 141
         Gabelli Convertible Securities Fund, Inc.                                            116
</TABLE>

     The  Distributor is an indirect  majority-owned  subsidiary of the Manager.
GAMCO Investors,  Inc. ("GAMCO"), a wholly owned subsidiary of the Manager, acts
as investment adviser for individuals, pension trusts, profit sharing trusts and
endowments.  As of September 30, 1998,  GAMCO had aggregate  assets in excess of
$6.3  billion  under  its  management.  Mr.  Mario J.  Gabelli  may be  deemed a
"controlling  person" of the  Manager  and the  Distributor  on the basis of his
ownership of stock of the Manager.     

         The SAI contains  further  information  about the Management  Agreement
including a more complete description of the advisory and expense  arrangements,
exculpatory  and brokerage  provisions,  as well as information on the brokerage
practices of the Trust.

ADMINISTRATION.  The Manager acts as  administrator  of the Fund and has engaged
First Data Investor  Services Group,  Inc. (the  "Sub-Administrator")  to act as
sub-administrator   of  the  Fund.  The   Sub-Administrator   provides   certain
administrative  services  necessary  for the Trust's  operations,  including the
preparation and distribution of materials for meetings of the Board of Trustees,
compliance  testing of Trust  activities  and  assistance in the  preparation of
proxy  statements  and other  documentation.  For such  services and the related
expenses borne by the Sub-Administrator, the Manager pays a prorated fee of .10%
of the average daily net assets of the Trust and certain other  affiliated funds
not  exceeding  $1  billion,  .08% of net assets  exceeding  $1 billion  but not
exceeding  $1.5  billion,  .03% of net assets  exceeding  $1.5  billion  but not
exceeding $3 billion, and .02% of net assets exceeding $3 billion. No additional
amount  will be paid by the Trust for  services  by the  Sub-Administrator.  The
Sub-Administrator,  which is a subsidiary of First Data Corp., has its principal
office at One Exchange Place, Boston, Massachusetts 02109.

The Distributor

         Gabelli & Company, Inc., located at One Corporate Center, Rye, New York
10580-1434, serves as Distributor of the Fund's shares at no cost to the Fund.

                                              INVESTMENT PERFORMANCE

         The Fund may  advertise its "7-day  yield." The 7-day yield  represents
the  amount  you  would  earn if you  stayed in the Fund for a year and the Fund
continued  to have the same  yield  throughout  that  year  without  reinvesting
dividends.  Seven-day  yield  equals the net  investment  income per share for a
7-day period annualized.

         The Fund may also advertise its "effective yield," the  "tax-equivalent
yield" and  average  annual  total  returns.  Effective  yield is similar to the
yield,  except it is assumed  that  dividends  are  reinvested  and  compounded.
Tax-equivalent  yield  shows  the  yield  you  would  have to earn on a  taxable
investment  in order to equal the Fund's  tax-free  yield and is  calculated  by
dividing the Fund's yield by one minus a certain state tax rate.

            In reports or other  communication to investors,  or in advertising,
the Fund may discuss relevant economic and market conditions  affecting the Fund
and provide periodic updates of the Fund's investment  activity.  Performance of
the Fund compared to other similar  mutual funds or  broad-based  indices may be
advertised.  Please note that the Fund's past  performance does not indicate the
Fund's future performance.    

                                                PURCHASE OF SHARES

     WHEN SHARES CAN BE PURCHASED. You can purchase the Fund's shares on any day
the New York Stock  Exchange,  Inc.  ("NYSE") is open for  trading (a  "Business
Day").

HOW TO  PURCHASE  SHARES.  You may  purchase  shares  through  the  Distributor,
directly  from the Trust,  through the Transfer  Agent or through  organizations
that have special arrangements with the Fund ("Participating Organizations").

      You may open an  account by mailing a  completed  subscription  order form
     with a check or money order  payable to "The  Gabelli U.S.  Treasury  Money
     Market Fund" to:
                                          
     By Mail                                               By Personal Delivery
     The Gabelli Funds                                        The Gabelli Funds
     P.O. Box 8308                                 The BFDS Building, 7th Floor
     Boston, MA  02266-8308                                   Two Heritage Drive
                                                              Quincy, MA  02171
                      
     You can obtain a subscription order form by calling 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.

      By Bank  Wire.  To open an  account  using  the bank  wire  system,  first
     telephone the Fund at 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 U.S. Treasury Money Market 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 will not
     charge you for receiving  wire  transfers.  If your wire is received by the
     Fund before noon,  Eastern Standard Time, you will begin earning  dividends
     on the day of receipt.        
      Through a  Participating  Organization.  You may purchase  shares  through
     Participating Organizations. The Participating Organization will transmit a
     purchase  order and payment to State Street on your  behalf.  Participating
     Organizations  may send you confirmations of your transactions and periodic
     account statements showing your investments in the Fund.

To reduce  costs,  State  Street  will not issue  share  certificates.  The Fund
reserves the right to (i) reject any  purchase  order if, in the opinion of Fund
management,  it is in the Fund's  best  interest  to do so and (ii)  suspend the
offering of shares for any period of time.

   MINIMUM INVESTMENTS. Your minimum initial investment must be at least $10,000
($3,000  for  registered  shareholders  of other  mutual  funds  managed  by the
Manager,  Gabelli Advisers, Inc. or Gabelli Fixed Income). If you invest through
an  Individual  Retirement  Account  ("IRA"),  you must  invest at least  $1,000
initially.  There  is  no  minimum  for  subsequent  investments.  Participating
Organizations may have different minimum  investment  requirements.  Officers or
Trustees of the Trust or other investment  companies  managed by the Manager and
officers,    directors   and   full-time   employees   of   the   Manager,   the
Sub-Administrator, the Distributor, State Street and their affiliates (including
such persons' spouses, children, grandchildren, parents, grandparents, siblings,
spouses' siblings, siblings' spouses and siblings' children and retirement plans
and  trusts  for  their  benefit)  are not  subject  to the  minimum  investment
requirements.     

SHARE PRICE.  The Fund sells its shares at the "net asset value" next determined
after the Fund receives your completed  subscription order form and your payment
in Federal funds. If you purchased shares:

      using a check or money  order,  your  payment will usually be converted to
     Federal  funds by noon  (New  York  time) on the next  business  day  after
     receipt by State Street.
      by bank wire,  your  purchase  will  become  effective  when State  Street
receives the wire.
      through a Participating Organization,  your purchase will become effective
     when  State  Street   receives   Federal   funds  from  the   Participating
     Organization.

"Net Asset  Value" per share of the Fund is equal to the value of the Fund's net
assets  (the value of its  securities  and other  assets  less its  liabilities)
divided by the number of shares  outstanding.  The Fund uses the amortized  cost
method of valuing its  portfolio  securities  to  maintain a constant  net asset
value of $1.00 per share.  Under this  method of  valuation,  the Fund values it
portfolio  securities  at their cost at the time of  purchase  and not at market
value,  thus  minimizing  fluctuations  in value due to interest rate changes or
market  conditions.  The Fund  calculates  its net asset value at noon (New York
time) and at the close of the NYSE (New York time) on each  Business  Day.  Once
your  purchase  order is effective,  your  purchase  payment will be invested in
shares of the Fund at the net asset value next determined after effectiveness.

                                               REDEMPTION OF SHARES

WHEN SHARES CAN BE REDEEMED. You can redeem shares on any Business Day. 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 SEC orders the
Fund to suspend redemptions.

         If you request  redemption  proceeds by check,  the Fund will  normally
mail the check to you within  seven  days.  You will be  charged  $5.00 when you
redeem all shares in your account, unless you redeem by wire in excess of $5,000
or you exchange shares out of the Fund to another Gabelli-sponsored fund.

HOW TO REDEEM SHARES.  You may redeem shares through the  Distributor,  directly
from  the  Trust   through   the   Transfer   Agent  or  through   Participating
Organizations.

      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,  the dollar  amount or number of shares you are
     redeeming 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.  You may redeem your shares by calling either 1-800-422-3554
     or 1-800-872-5365 (617-328-5000 from outside the United States), subject to
     a $25,000 limitation. You may request that redemption proceeds be mailed to
     you by check (if your  address  has not changed in the prior 30 days) or by
     bank wire.

      By  Check.  The Fund  will make  checks  payable  to the name in which the
     account is  registered,  normally  mail the check to the  address of record
     within seven days and charge you $5.00 for this service.

      By Wire.  The Fund  accepts  telephone  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 Fund will deduct a wire fee  (currently  $5.00)
     from your account if you redeem less than $5,000.  If you wish your bank to
     receive a wire the day you place the telephone  request,  you must call the
     Fund by noon (New York time).

      General.  If you purchase Fund shares by check,  you may not redeem shares
     until 15 days following purchase. You may not redeem shares held through an
     IRA by telephone.  If State Street properly acts on telephone  instructions
     and  follows   reasonable   procedures  to  protect  against   unauthorized
     transactions,  neither State Street nor the Trust will be  responsible  for
     any losses due to telephone transactions.  See the SAI for a description of
     such procedures.

      By Check Draft.  You may write checks on your account with the Fund in the
     amount of $500 or more.  Simply  request the  checkwriting  service on your
     subscription  order form and the Fund will send you  checks.  The Fund will
     not  honor a check if (1) you  purchased  shares by check and the check has
     not cleared,  (2) the check would close out your account, (3) the amount of
     the check is higher than funds available in your account,  (4) the check is
     written for less than $500, or (5) the check  contains an  irregularity  in
     the signature or otherwise.  In the case of (3), (4) and (5),  State Street
     will charge your account a $15 fee.  The Trust may change or terminate  the
     check-writing service or impose additional charges at any time.

     Through the Systematic Withdrawal Plan. You may automatically redeem shares
on a  monthly,  quarterly  or  annual  basis.  Please  call the  Distributor  at
1-800-422-3554 for more information.

      Through a  Participating  Organization.  You may redeem  shares  through a
     Participating  Organization which will transmit a redemption order to State
     Street on your behalf.  A redemption  request received from a Participating
     Organization  will be effected at the net asset value next determined after
     State Street receives the request.

      Through  Involuntary  Redemption.  The Fund may  redeem all shares in your
     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  and  allowed 30 days to  increase  the value of your  shares to at
     least $1,000.

                                                EXCHANGE OF SHARES

            You  may  exchange  shares  from the Fund for  shares  of any  other
open-end  mutual fund advised by the Manager or its affiliates or distributed by
the  Distributor.  See the  listing  of open- end funds  available  above  under
"MANAGEMENT  OF THE TRUST - The  Manager."  You must meet the  minimum  purchase
requirements for the fund whose shares you acquire by exchange.  The Fund offers
an automatic monthly exchange  privilege.  If you are exchanging for shares of a
fund with a sales charge, you must pay the sales charge at the time of exchange.
Please call the Distributor for details.    

                                        DIVIDENDS, DISTRIBUTIONS AND TAXES

            The Fund expects to declare  daily and pay monthly  dividends of net
investment income and short-term capital gains and make  distributions  annually
of any net long-term  capital gains. If you effect a purchase of shares prior to
12:00 noon (New York time),  you will receive the full dividend for that day. If
you  effect a  redemption  request  prior to 12:00  noon (New York  time) on any
business day, you will not earn that day's dividend but the redemption  proceeds
are available that day.  Redemption requests effected as of the close of regular
trading  on the NYSE,  normally  4:00  p.m.  (New York  time),  earn that  day's
dividend but the redemption  proceeds are not available  until the next business
day.

         The Fund will pay dividends and  distributions in additional  shares of
the Fund based on the net asset value of the Fund's  shares on the payment date.
If you wish to receive  dividends in cash, notify the Fund at The Gabelli Funds,
P.O. Box 8308, Boston, MA 02266-8308 or by telephone at 1-800-422-3554.    

         In general,  as long as the Fund meets the requirements to qualify as a
regulated  investment  company  ("RIC")  under  Federal tax laws, it will not be
subject to Federal income tax on its income and capital  gains,  if any, that it
distributes in a timely manner to its shareholders.  The Fund intends to qualify
annually as a RIC.  Even if it  qualifies as a RIC, the Fund may still be liable
for an  excise  tax on  income  that is not  distributed  in  accordance  with a
calendar  year  requirement.  The Fund intends to avoid the excise tax by making
timely distributions.

         Generally,  you  will  owe  tax  on the  amounts  distributed  to  you,
regardless  of whether you  receive  these  amounts in cash or reinvest  them in
additional  Fund  shares.  Shareholders  not  subject  to  tax on  their  income
generally  will not be required to pay any tax on amounts  distributed  to them.
Federal income tax on distributions to an IRA or to a qualified  retirement plan
will generally be deferred.

         Capital gains, if any, derived from sales of portfolio  securities held
by  the  Fund  will   generally  be  designated  as  long-term  or   short-term.
Distributions  from the Fund's long-term  capital gains are generally taxed at a
favorable  long-term  capital  gains rate  regardless of how long you have owned
shares in the Fund. Dividends from other sources are generally taxed as ordinary
income.  Distributions  from  capital  gains may be  subject  to state and local
taxes.

         Dividends and capital gain distributions are generally taxable when you
receive them;  however,  if a distribution  is declared in October,  November or
December,  but  not  paid  until  January  of the  following  year,  it  will be
considered  to be paid on  December  31 in the year in  which  it was  declared.
Shortly  after the end of each year,  you will receive from the Fund a statement
of the amount and nature of the distributions made to you during the year.

            More  information about the tax treatment of distributions  from the
Fund and about other potential tax liabilities, including backup withholding for
certain  taxpayers and information about tax aspects of disposition of shares of
the Fund, is contained in the SAI. You should consult your tax advisor regarding
the impact of owning Fund shares on your own personal tax  situation,  including
the applicability of any state and local taxes.    

                               GENERAL INFORMATION

Description of Shares, Voting Rights and Liabilities

         The Trust was organized on May 21, 1992 as an  unincorporated  business
trust under the laws of Delaware. The Fund is the only portfolio of the Trust.

         All shareholders of the Trust have equal voting,  liquidation and other
rights.  You are  entitled to one vote for each share you hold and a  fractional
vote for each fraction of a share you hold. You will be asked to vote on matters
affecting the Trust as a whole and  affecting the Fund.  The Trust will not hold
annual  shareholder  meetings,  but special  meetings may be held at the written
request  of  shareholders  owning  more than 10% of  outstanding  shares for the
purpose of  removing a Trustee.  The SAI  contains  more  information  regarding
voting rights.

         You will  receive  unaudited  Semi-Annual  Reports and  Audited  Annual
Reports on a regular  basis from the Fund.  In  addition,  you will also receive
updated  Prospectuses or Supplements to this  Prospectus.  In order to eliminate
duplicate mailings, the Fund will only send one copy of the above communications
to (1) accounts with the same primary record owner,  (2) joint tenant  accounts,
(3) tenant in common accounts and (4) accounts which have the same address.



<PAGE>


Custodian, Transfer Agent and Dividend Disbursing Agent

         State Street,  located at 225 Franklin Street, Boston, MA 02110, is the
Custodian  for the  Trust's  cash and  securities  as well as the  Transfer  and
Dividend Disbursing Agent for its shares.  Boston Financial Data Services,  Inc.
("BFDS"),  an affiliate of State Street,  performs the  shareholder  services on
behalf of State Street and is located at The BFDS Building,  Two Heritage Drive,
Quincy,  MA 02171.  State Street does not assist in and is not  responsible  for
investment decisions involving assets of the Trust.

Information for Shareholders

         All shareholder inquiries regarding administrative procedures including
the purchase and  redemption  of shares  should be directed to the  Distributor,
Gabelli & Company,  Inc., One Corporate Center, Rye, New York 10580-1434,  or to
the respective Participating  Organization,  as the case may be. For assistance,
call    1-800-GABELLI    (1-800-422-3554)    or   visit    our   web   site   at
http://www.gabelli.com.

            As the year 2000  approaches,  an issue has  emerged  regarding  how
existing  application  software  programs and operating  systems can accommodate
this date value.  The year 2000 issue  could  potentially  adversely  impact the
payment of interest  and  dividends,  pricing,  account  services and other Fund
operations.  The Manager is in the process of modifying  its systems and working
with its  software  vendors to prepare for the year 2000.  Based on  information
currently available,  the Manager does not expect to incur significant operating
expenses or be required to incur material costs to be year 2000 compliant. There
can be no assurance, however, that steps taken by the Manager in preparation for
the year 2000 will be sufficient to avoid any adverse impact on the Fund.    

            Upon request, the Distributor will provide,  without charge, a paper
copy of this Prospectus to investors or their  representatives who received this
Prospectus in an electronic format.    


<PAGE>



                   The Gabelli U.S. Treasury Money Market Fund
                                               One Corporate Center
                                             Rye, New York 10580-1434
                                     Telephone 1-800-GABELLI (1-800-422-3554)
                                              http://www.gabelli.com

                       STATEMENT OF ADDITIONAL INFORMATION
                               December 20, 1998    

   This Statement of Additional Information relates to The Gabelli U.S. Treasury
Money  Market Fund (the "Fund")  which is the first series of The Gabelli  Money
Market  Funds,  a Delaware  business  trust (the  "Trust").  This  Statement  of
Additional   Information  is  not  a  prospectus  and  is  only  authorized  for
distribution  when  preceded  or  accompanied  by the  Fund's  prospectus  dated
December 20, 1998, as supplemented  from time to time (the  "Prospectus").  This
Statement  of  Additional  Information  contains  additional  and more  detailed
information  than  that  set  forth  in the  Prospectus  and  should  be read in
conjunction  with the  Prospectus,  additional  copies of which may be  obtained
without charge by writing or  telephoning  the Fund at the address and telephone
number set forth above.    

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                              <C>    

Investment Objective and Policies.................................................................................2
Investment Techniques.............................................................................................2
         U.S. Treasury Obligations................................................................................2
         When-Issued and Delayed Delivery Securities..............................................................3
         Illiquid Securities......................................................................................3
Certain Risk Considerations.......................................................................................4
         Repurchase Agreements....................................................................................4
Investment Restrictions...........................................................................................5
Trustees and Officers.............................................................................................6
The Manager.......................................................................................................9
         Expenses................................................................................................11
The Sub-Administrator............................................................................................11
The Distributor..................................................................................................12
The Custodian, Transfer Agent and Dividend Disbursing Agent......................................................12
Purchase of Shares...............................................................................................12
Retirement Plans.................................................................................................13
Redemption of Shares.............................................................................................13
Net Asset Value..................................................................................................14
Portfolio Turnover...............................................................................................15
Portfolio Transactions and Brokerage.............................................................................15
Performance Information..........................................................................................16
Description of Trust.............................................................................................17
General Information..............................................................................................17
         Counsel and Independent Auditors........................................................................17
Financial Statements.............................................................................................18
</TABLE>

                        INVESTMENT OBJECTIVE AND POLICIES

     .........The Fund's investment  objective is high current income consistent
with  preservation  of principal and  liquidity.  The Fund seeks to achieve this
objective  by  investing  in U.S.  Treasury  obligations  which  have  remaining
maturities  of 397 days or less.  There  can be no  assurance  that the Fund can
achieve its investment objective.  Currently the Fund will invest exclusively in
U.S.  Treasury  obligations.  Although  the  Fund  reserves  the  right  to  use
repurchase  agreements,  the Fund will not engage in such activity until further
notice. The investment  objective stated above is fundamental and may be changed
only by the  affirmative  vote of at least a majority of the Fund's  outstanding
voting  securities as defined in the Investment  Company Act of 1940, as amended
(the "1940 Act"). A majority of the Fund's outstanding  securities is the lesser
of (i) 67% of the shares  represented at a meeting of  shareholders at which the
holders  of 50% or more of the Fund's  outstanding  shares  are  represented  in
person or by proxy or (ii) more than 50% of the Fund's outstanding shares.

     .........For a further description of the investment objective and policies
of the Fund, see "Fund Goals, Risks and Strategies" in the Fund's Prospectus.

                              INVESTMENT TECHNIQUES

     .........In order to achieve its investment objective,  the Fund invests in
the following types of instruments and uses certain strategies described below.

U.S. Treasury Obligations

     .........As set forth in the Prospectus, under normal market conditions the
Fund  will  invest at least 65% of its  assets  in the  following  types of U.S.
Treasury obligations:

     .........U.S.  Treasury  Securities.  The Fund will invest in U.S. Treasury
securities,  including  bills,  notes and bonds.  These  instruments  are direct
obligations of the U.S.  Government  and, as such, are backed by the "full faith
and credit" of the United States.  They differ primarily in their interest rates
and the lengths of their maturities.

     .........Components  of U.S. Treasury Securities.  The Fund may also invest
in component parts of U.S.  Treasury notes or bonds,  namely,  either the corpus
(principal) of such Treasury obligations or one or more of the interest payments
scheduled to be paid on such obligations. Component parts of U.S. Treasury notes
or bonds are created  through the U.S.  Treasury  Department's  STRIPS  program.
These  obligations may take the form of (i) Treasury  obligations from which the
interest  coupons  have  been  stripped,  (ii)  the  interest  coupons  that are
stripped,  or (iii)  book-entries at a Federal Reserve member bank  representing
ownership of Treasury obligation components,  and may be acquired by the Fund in
the form of  custodial  receipts  that  evidence  ownership  of future  interest
payments,  principal  payments or both on certain U.S.  Treasury notes or bonds.
The  underlying  U.S.  Treasury notes and bonds are held in custody by a bank on
behalf of the owners.  These  custodial  receipts  are  commonly  referred to as
Treasury strips.



<PAGE>


When-Issued and Delayed Delivery Securities

     .........The  Board  has  authorized  the Fund  from  time to time,  in the
ordinary course of business,  to purchase securities on a when-issued or delayed
delivery basis (i.e.,  delivery and payment can take place a month or more after
the date of the transaction);  however, the Manager does not currently intend to
employ such investments.  The securities so purchased would be subject to market
fluctuation  and no interest  would accrue to the purchaser  during this period.
While the Fund  would  only  purchase  securities  on a  when-issued  or delayed
delivery basis with the intention of acquiring the securities, the Fund may sell
the securities  before the settlement  date, if it is deemed  advisable.  At the
time the Fund makes the  commitment to purchase  securities on a when-issued  or
delayed  delivery  basis,  the Fund will record the  transaction  and thereafter
reflect the value, each day, of such security in determining the net asset value
of the Fund. At the time of delivery of the securities, the value may be more or
less than the purchase price. The Fund would also establish a segregated account
with the Trust's Custodian in which it would continuously maintain cash and U.S.
Government  securities  equal in value to  commitments  for such  when-issued or
delayed delivery securities;  subject to this requirement, the Fund may purchase
securities  on  such  basis  without  limit.  For a  description  of  the  risks
associated with the purchase of securities on a when-issued or delayed  delivery
basis, see "Certain Risk Considerations."

Illiquid Securities

 .........The Board has authorized the Fund to invest up to 10% of its net assets
in repurchase  agreements  which have a maturity of longer than seven days or in
other illiquid  securities,  including securities that are illiquid by virtue of
the  absence of a readily  available  market or subject to legal or  contractual
restrictions on resale; however, the Manager does not currently intend to employ
such investments.  Historically,  illiquid  securities have included  securities
subject to  contractual  or legal  restrictions  on resale because they have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act"),  securities  which are otherwise not readily  marketable  and  repurchase
agreements  having a maturity of longer than seven days.  Securities  which have
not  been  registered  under  the  Securities  Act are  referred  to as  private
placements or restricted  securities and are purchased  directly from the issuer
or in the secondary  market.  Mutual funds do not  typically  hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and  uncertainty  in valuation.  Limitations  on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to  dispose  of  restricted  or other  illiquid  securities
promptly  or at  reasonable  prices  and  might  thereby  experience  difficulty
satisfying  redemptions  within  seven  days.  A mutual  fund might also have to
register such  restricted  securities  in order to dispose of them  resulting in
additional  expense and delay.  Adverse  market  conditions  could impede such a
public offering of securities.

     .........In  recent  years,  however,  a  large  institutional  market  has
developed for certain  securities  that are not registered  under the Securities
Act including  repurchase  agreements,  commercial  paper,  foreign  securities,
municipal  securities  and corporate  bonds and notes.  Institutional  investors
depend on an efficient  institutional market in which the unregistered  security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact  that  there are  contractual  or legal  restrictions  on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.

          .........Rule  144A  under the  Securities  Act  allows  for a broader
     institutional   trading   market  for  securities   otherwise   subject  to
     restriction on resale to the general public.  Rule 144A establishes a "safe
     harbor"  from  the  registration  requirements  of the  Securities  Act for
     resales  of certain  securities  to  qualified  institutional  buyers.  The
     Trust's  investment  adviser   anticipates  that  the  market  for  certain
     restricted  securities such as  institutional  commercial paper will expand
     further as a result of this new regulation and the development of automated
     systems  for  the  trading,   clearance  and  settlement  of   unregistered
     securities  of domestic  and  foreign  issuers,  such as the PORTAL  System
     sponsored by the National Association of Securities Dealers, Inc. ("NASD").

          .........Restricted  securities  eligible for resale  pursuant to Rule
     144A under the Securities Act are not deemed to be illiquid. The Fund would
     treat such  securities  as  illiquid  until  such time that the  investment
     adviser determines that they are readily marketable.  In reaching liquidity
     decisions,  the Trust's investment adviser would consider,  inter alia, the
     following factors: (1) the frequency of trades and quotes for the security;
     (2) the number of dealers  wishing to purchase or sell the security and the
     number of other  potential  purchasers;  (3) dealer  undertakings to make a
     market in the  security;  and (4) the nature of the security and the nature
     of the  marketplace  trades  (e.g.,  the  time  needed  to  dispose  of the
     security,  the  method  of  soliciting  offers  and  the  mechanics  of the
     transfer).  Repurchase  agreements  subject  to demand are deemed to have a
     maturity equal to the notice period.

                           CERTAIN RISK CONSIDERATIONS

          .........An  investment in the Fund involves certain risks,  including
     risks associated with entering into repurchase  agreements and the purchase
     of securities on a when-issued or delayed delivery basis.

Repurchase Agreements

          .........The  Board has authorized  the Fund to enter into  repurchase
     agreements,  which are agreements to purchase  securities (the  "underlying
     securities")  from a bank which is a member of the Federal  Reserve System,
     or from a well-established securities dealer, and the bank or dealer agrees
     to  repurchase  the  underlying  securities  from the Fund, at the original
     purchase  price,  plus  specified  interest,  at a specified  future  date;
     however,  the Manager does not currently intend to employ such investments.
     The Fund will enter into  repurchase  agreements  only where the underlying
     securities (1) are of the type (excluding  maturity  limitations) which the
     Fund's  investment  policies  and  restrictions  would allow it to purchase
     directly  and (2) are  "marked  to market"  on a daily  basis,  so that the
     market value of the underlying  securities,  including interest accrued, is
     equal to or in excess of the value of the repurchase agreement.  The period
     of maturity  is usually  quite  short,  possibly  overnight  or a few days,
     although  it may  extend  over a number of months.  The resale  price is in
     excess of the purchase  price,  reflecting  an  agreed-upon  rate of return
     effective  for the  period  of time the  Fund's  money is  invested  in the
     security.  The U.S.  Treasury  obligations  held as  collateral  are valued
     daily,  and as the  value  of these  instruments  declines,  the Fund  will
     require additional collateral.

          .........With respect to engaging in repurchase agreements, the Fund's
     risk would be primarily that, if the seller defaults, the proceeds from the
     disposition  of the  underlying  securities  and other  collateral  for the
     seller's  obligations  are less than the  repurchase  price.  If the seller
     becomes  insolvent,  the Fund might be delayed in or prevented from selling
     the  collateral.  In the event of a default or bankruptcy by a seller,  the
     Fund will promptly seek to liquidate the collateral. To the extent that the
     proceeds from any sale of such  collateral upon a default in the obligation
     to repurchase are less than the repurchase  price, the Fund will experience
     a loss.

          .........In   addition,   interest   income  derived  from  repurchase
     agreements  is not  considered  to be income  derived  from  U.S.  Treasury
     obligations  and is not  exempt  from  state and  local  income  taxes.  In
     addition,  some states require that, in order for the tax exempt  character
     of the Fund's  interest from U.S.  Treasury  obligations to pass through to
     its  shareholders,  the Fund must maintain  specified minimum levels of the
     Fund's total assets in U.S. Treasury obligations.  If the level of non-U.S.
     Treasury obligations  (including  repurchase  agreements) exceeds a state's
     limit for this pass-through,  then none of the Fund's interest income would
     be exempt  from state or local  income tax in the state for the  applicable
     year. While the Fund does not  specifically  limit the amount of repurchase
     agreements  which it can enter into, the Fund will endeavor to maintain the
     levels  necessary  to preserve  the  pass-through  of the Fund's tax exempt
     interest income from U.S. Treasury obligations.

                             INVESTMENT RESTRICTIONS

          .........Unless  specified to the contrary, the following restrictions
     are  fundamental and may not be changed as to the Fund without the approval
     of the  majority  of the  outstanding  voting  securities  of the  Fund (as
     defined in the 1940 Act).

 .........As a matter of fundamental policy, the Trust may not, on behalf of
 the Fund:

                           (1) purchase any security  other than  obligations of
                  the U.S.  Government,  including  repurchase  agreements  with
                  respect to such securities;
                           (2) borrow  money,  except from banks for  temporary,
                  extraordinary or emergency purposes,  including the meeting of
                  redemption requests which might otherwise require the untimely
                  disposition of securities,  or for clearance of  transactions;
                  borrowing in the  aggregate may not exceed 30% of the value of
                  the Fund's total assets (including the amount borrowed),  less
                  liabilities  (not  including the amount  borrowed) at the time
                  the  borrowing  is  made;  investment  securities  will not be
                  purchased  while  borrowings  exceed  5% of the  Fund's  total
                  assets;
                           (3) issue  senior  securities  as defined in the 1940
                  Act except  insofar as the Fund may be deemed to have issued a
                  senior security by reason of: (a) entering into any repurchase
                  agreement;  (b) permitted  borrowings of money from banks;  or
                  (c) purchasing  securities on when-issued or delayed  delivery
                  basis;
                           (4) make  loans of the Fund's  portfolio  securities,
                  except through repurchase agreements;
                           (5) purchase  securities  on margin  (except that the
                  Fund may obtain such  short-term  credits as may be  necessary
                  for clearance of transactions);
                           (6) act as  underwriter  of securities  except to the
                  extent that, in connection  with the  disposition of portfolio
                  securities,  it  may  be  deemed  to be an  underwriter  under
                  certain Federal securities laws;
                           (7) make short sales or maintain a short position;
                           (8) buy or sell  real  estate  or  interests  in real
                  estate, including real estate limited partnerships;
                           (9) acquire securities of other investment companies,
                  except in connection with a merger, consolidation, acquisition
                  or reorganization;
                           (10) make  investments  for the purpose of exercising
                           control or management; (11) invest in interests in or
                           leases   related  to  oil,   gas  or  other   mineral
                           exploration
                  or development programs; or
                           (12) buy or sell  commodities or commodity  contracts
                  (including futures contracts and options thereon).

         In  addition,  as a matter of operating  policy,  the Trust will not on
behalf  of the Fund  invest  more  than 25% of the  Fund's  total  assets in any
industry other than the U.S. Government.

         If a percentage restriction is adhered to at the time of investment,  a
later  increase or decrease in percentage  resulting  from a change in values of
portfolio  securities  or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.

                              TRUSTEES AND OFFICERS

          The Trustees and Officers of the Trust and their principal occupations
     during the last five years are set forth below. Unless otherwise specified,
     the address of each such person is One  Corporate  Center,  Rye,  New York,
     10580-1434.

   

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

Name, Age, Position(s)                  Principal Occupations
with Trust and Address                  During Past Five Years

*Mario J. Gabelli, 56                   Chairman  of the  Board,  Chief  Executive  Officer  and  Chief  Investment
President and Trustee                   Officer  of  Gabelli  Funds,   Inc.;  Chief  Investment  Officer  of  GAMCO
                                        Investors,  Inc.;  President,   Director
                                        and/or   Trustee  of  all  mutual  funds
                                        advised  by the  Adviser;  Chairman  and
                                        Chief   Executive   Officer   of   Lynch
                                        Corporation;  and  Director of East/West
                                        Communications, Inc.

Anthony J. Colavita, 62                 President  and  Attorney  at Law in the law firm of  Anthony  J.  Colavita,
Trustee                                 P.C.; Director or Trustee of 12 other  registered  investment  companies in
                                        the Gabelli family.

Vincent D. Enright, 55                  Senior Vice  President and Chief  Financial  Officer of Brooklyn  Union Gas
Trustee                                 Company;  Director  of two other  registered  investment  companies  in the
                                        Gabelli family.

John J. Parker, 66                      Attorney  at the law firm of  McCarthy,  Fingar,  Donovan,  Drazen & Smith,
Trustee                                 since August 1989.




<PAGE>



Name, Age, Position(s)                   Principal Occupations
with Trust and Address                   During Past Five Years

*Karl Otto Pohl, 67                     Partner of Sal Oppenheim  Jr. & Cie (private  investment  bank);  Currently
Trustee                                 Board  Member  of  IBM  World  Trade   Europe/Middle   East/Africa   Corp.;
                                        Bertelsmann          AG;          Zurich
                                        Versicherungs-Gesellschaft  (insurance);
                                        the International  Council for JP Morgan
                                        & Co.; Supervisory Board member of Royal
                                        Dutch  (petroleum  company)  of ROBECo/o
                                        Group;  Advisory  Director  of  Unilever
                                        N.V.  and Unilever  Deutschland;  Former
                                        President of the Deutsche Bundesbank and
                                        Chairman  of its  Central  Bank  Council
                                        from 1980 through 1991;  and Director or
                                        Trustee of all funds  advised by Gabelli
                                        Funds, Inc.

Anthonie C. van Ekris, 63               Managing  Director  of Balmac  International;  Director,  Stahel  Hardmeyer
Trustee                                 A.G.; Director or Trustee of nine other registered  investment companies in
                                        the Gabelli family.

Bruce N. Alpert, 46                     Vice  President,  Treasurer and Chief  Operating  Officer of the investment
Vice President & Treasurer              advisory  division of the Adviser;  President  and/or Vice President and/or
                                        Treasurer of all  registered  investment
                                        companies  in the  Gabelli  family;  and
                                        Director   and   President   of  Gabelli
                                        Advisers Inc.

Judith A. Raneri, 30                    Portfolio  Manager,  Gabelli Funds, Inc. since April 1997. Senior Portfolio
Vice President                          Manager,  Secretary and Treasurer of The Treasurer's Fund, Inc. A member of
                  the Investment and Credit Review Committees.


Ronald S. Eaker, 37                     Senior  Portfolio  Manager of Gabelli Fixed Income LLC and its predecessors
Vice President                          since  1987.  President  and Chief  Investment  Officer of The  Treasurer's
                                        Fund, Inc.


Henley L. Smith, 41                     Senior  Portfolio  Manager of Gabelli Fixed Income LLC and its predecessors
Vice President                          since 1987. Vice President and Investment  Officer of The Treasurer's Fund,
                                        Inc.





<PAGE>



Name, Age, Position(s)                  Principal Occupations
with Trust and Address                  During Past Five Years

James E. McKee, 34                      Vice President and General Counsel of GAMCO Investors,  Inc. since 1993 and
Secretary                               of Gabelli Funds,  Inc.  since August 1995;  Secretary of all Funds advised
                                        by Gabelli Funds,  Inc. and Gabelli Advisers LLC since August 1995.  Branch
                                        Chief with the U.S.  Securities  and Exchange  Commission  in New York from
</TABLE>
                                       1992 through 1993.
    
          *  "Interested  person" of the Fund,  as defined in the 1940 Act.  Mr.
     Gabelli is an affiliated person of the Manager. Mr. Pohl received fees from
     the Manager but has no  obligation  to provide any services to the Manager.
     Although this  relationship  does not appear to require  designation of Mr.
     Pohl as an  interested  person,  the Trust has made such a  designation  in
     order to  avoid  the  possibility  that Mr.  Pohl's  independence  would be
     questioned.

No Director,  officer or employee of the Manager or any affiliate of the Manager
will receive compensation from the Trust for serving as an officer or Trustee of
the Trust. The Trust pays each of its Trustees who is not a director, officer or
employee of the Manager or any of its affiliates  $3,000 per annum plus $500 per
meeting  attended  plus  reimbursement  of  relevant  travel  and  out-of-pocket
expenses.

                                            TRUSTEE COMPENSATION TABLE

         The  following  table  sets forth  certain  information  regarding  the
compensation of the Trust's Trustees.  No executive officer or person affiliated
with the Trust  received  compensation  from the Trust for the fiscal year ended
September 30, 1998 in excess of $60,000.    
               
<TABLE>
<CAPTION>
<S>                 <C>                                    <C>                                <C>  

                  (1)                                      (2)                                  (3)
             Name of Person                      Aggregate Compensation               Total Compensation from
                                                     from Registrant             Registrant and Fund Complex Paid
                                                     for Fiscal Year              to Trustees for Calendar Year*

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

Anthony J. Colavita                                      $5,000                            $81,500 (13)

Vincent D. Enright                                       $6,000                             $18,000 (3)

John J. Parker                                           $6,000                             $6,000 (1)

Karl Otto Pohl                                           $5,000                            $98,466 (15)

Anthonie C. van Ekris                                    $5,000                            $57,500 (10)
</TABLE>


*        The total  compensation  paid to such persons  during the calendar year
         through  December 31, 1998.  The  parenthetical  number  represents the
         number of  investment  companies  (including  the Fund) from which such
         person receives  compensation that are considered part of the same Fund
         complex as the Fund,  because,  among other things,  they have a common
         investment adviser.
    
No compensation was received by Mr. Mario J. Gabelli from the Registrant.

            On September 30, 1998, the outstanding voting securities of the Fund
consisted of 314,393,667 shares of beneficial interest. As a group, the Officers
and Trustees of the Trust (other than Mr. Gabelli) owned beneficially,  directly
or indirectly, less than 1% of its outstanding voting shares.

         Set forth  below is certain  information  as to persons who owned 5% or
more of the Fund's outstanding shares as of September 30, 1998:

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


Name and Address                                     % of Class                         Nature of Ownership

Gabelli Funds, Inc.                                  11.76%                             Beneficially
John Fodera
One Corporate Center
Rye, New York 10580-1442
</TABLE>


    
                                   THE MANAGER

         The Manager is a New York corporation with principal offices located at
One  Corporate  Center,  Rye,  New York  10580-1434.  The Manager also serves as
investment  adviser to The Gabelli  Growth  Fund,  The Gabelli  Asset Fund,  The
Gabelli Equity Income Fund, The Gabelli Small Cap Growth Fund, The Gabelli Value
Fund Inc., The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, The
Gabelli Global Convertible Securities Fund, The Gabelli Global Interactive Couch
Potato(R) Fund,  Gabelli Gold Fund, Inc., Gabelli Capital Asset Fund and Gabelli
International Growth Fund, Inc., open-end investment companies,  and The Gabelli
Equity  Trust Inc.,  The Gabelli  Global  Multimedia  Trust Inc. and The Gabelli
Convertible  Securities Fund, closed-end investment companies.  The Manager is a
registered  investment  adviser  under the  Investment  Advisers Act of 1940, as
amended (the "Advisers Act").

         Pursuant  to a  management  agreement  with the Trust (the  "Management
Agreement"),  the  Manager,  subject to the  supervision  of the Trustees and in
conformity  with the stated  policies of the Trust,  manages both the investment
operations of the Trust and the composition of the Trust's portfolio,  including
the purchase,  retention,  disposition of securities and other investments.  The
Manager  is  obligated  to keep  certain  books  and  records  of the  Trust  in
connection  therewith.  The Manager is also  obligated  to provide  research and
statistical  analysis and to pay costs of certain  clerical  and  administrative
services  involved  in  portfolio  management.  The  management  services of the
Manager  to the  Trust  are not  exclusive  under  the  terms of the  Management
Agreement and the Manager is free to, and does,  render  management  services to
others.

         The Manager has authorized any of its directors, officers and employees
who have been  elected  as  Trustees  or  Officers  of the Trust to serve in the
capacities  in which they have been elected.  Services  furnished by the Manager
under the Management Agreement may be furnished by any such directors,  officers
or employees of the Manager.  In  connection  with the services it renders,  the
Manager bears the following expenses:

                  (a) the salaries  and  expenses of all  personnel of the Trust
and the Manager, except the fees and expenses of Trustees who are not affiliated
persons of the Manager or the Trust's investment adviser;

                  (b) all  expenses  incurred  by the Manager or by the Trust in
connection with managing the ordinary course of the Trust's business, other than
those assumed by the Trust, as described below; and

          (c) the costs and  expenses  payable to First Data  Investor  Services
     Group,  Inc.  (the  "Sub-Administrator")  pursuant to a  sub-administration
     agreement   between   the   Manager   and   the   Sub-Administrator    (the
     "Sub-Administration Agreement").
       
         Under the terms of the Management  Agreement,  the Trust is responsible
for the payment of the following expenses,  including (a) the fee payable to the
Manager,  (b) the fees and expenses of Trustees who are not affiliated  with the
Manager, (c) the fees and certain expenses of the Trust's Custodian and Transfer
and Divided  Disbursing  Agent,  including the cost of providing  records to the
Manager in connection with its obligation of maintaining required records of the
Trust and of  pricing  the  Trust's  shares,  (d) the fees and  expenses  of the
Trust's legal counsel and independent  auditors,  (e) brokerage  commissions and
any issue or  transfer  taxes  chargeable  to the Trust in  connection  with its
securities transactions, (f) all taxes and business fees payable by the Trust to
governmental  agencies, (g) the fees of any trade association of which the Trust
is a  member,  (h) the cost of share  certificates  representing  shares  of the
Trust, if any, (i) the cost of fidelity  insurance,  and Trustees' and Officers'
and errors and omissions  insurance,  if any, (j) the fees and expenses involved
in registering and maintaining  registration of the Trust and of its shares with
the Securities and Exchange  Commission (the "SEC") and registering the Trust as
a broker or dealer  and  qualifying  its shares  under  state  securities  laws,
including the preparation and printing of the Trust's registration statement and
prospectuses  for such  purposes,  (k)  allocable  communications  expenses with
respect to investor  services and all  expenses of  shareholders  and  Trustees'
meetings and of preparing,  printing and mailing  reports to  shareholders,  (l)
litigation and indemnification expenses and any other extraordinary expenses not
incurred  in the  ordinary  course of the  Trust's  business,  (m) any  expenses
assumed by the Trust  pursuant to a plan of  distribution  adopted in conformity
with Rule 12b-1  under the 1940 Act,  if any,  and (n) the fees and  expenses of
each  series of the Trust in  connection  with the  management,  investment  and
reinvestment of the assets of each such series.

         The Management  Agreement provides that the Manager shall not be liable
to the Trust for any error of judgment by the Manager or for any loss  sustained
by the Trust  except in the case of a breach of  fiduciary  duty with respect to
the receipt of  compensation  for  services  (in which case any award of damages
will be limited as  provided  in the 1940 Act) or of  willful  misfeasance,  bad
faith, gross negligence or reckless disregard of duty. The Management  Agreement
in no way restricts the Manager from acting as adviser to others.  The Trust has
agreed by the terms of the Management  Agreement that the Trust may use the name
"Gabelli" only for so long as the Management Agreement or any amendment, renewal
or  extension  thereof  remains  in  effect  or for so  long as the  Manager  is
responsible  for the portfolio  management and  administrative  services for the
Trust.  The Trust has further agreed that in the event that for any reason,  the
Manager ceases to be responsible for the portfolio management and administrative
services of the Trust, the Trust will, unless the Manager otherwise  consents in
writing,  promptly take all steps necessary to change its name to one which does
not include "Gabelli."

         The Management  Agreement is terminable without penalty by either party
upon not less than sixty (60) days' written  notice.  The  Management  Agreement
will automatically  terminate in the event of its assignment,  as defined in the
1940 Act and rules thereunder,  except to the extent otherwise provided by order
of the SEC or any rule  under the 1940 Act and except to the extent the 1940 Act
no longer  provides for automatic  termination,  in which case the approval of a
majority of the independent Trustees is required for any "assignment."

            By its terms, the Management  Agreement,  which was last approved by
the Board of Trustees on November 18, 1998, will remain in effect until December
16, 1999 and from year to year thereafter, provided each such annual continuance
is  specifically  approved by the Fund's  Board of Trustees  or  "majority"  (as
defined in the 1940 Act) vote of its  shareholders  and,  in either  case,  by a
majority vote of the Trustees who are not parties to the Management Agreement or
interested  persons  of any such  party,  cast in  person  at a  meeting  called
specifically for the purpose of voting on the Management Agreement.    

         As compensation  for its services and the related expenses borne by the
Manager, the Trust pays the Manager a fee (the "Management Fee"), computed daily
and payable  monthly,  equal,  on an annual basis, to .30% of the Fund's average
daily net assets, payable out of the Fund's net assets.

Expenses

         To  the  extent   necessary,   the  Manager  has  undertaken  to  waive
voluntarily fees provided for in the Management  Agreement and/or voluntarily to
assume  certain  expenses of the Trust so that total expenses of the Fund do not
exceed .30% of the Fund's average daily net assets.

            During the fiscal years ended September 30, 1998, September 30, 1997
and September 30, 1996,  the  investment  advisory fees paid to the Manager were
$865,180,  $635,419 and $750,885,  respectively.  During such years, the Manager
waived  advisory  fees  in the  amounts  of  $461,367,  $343,237  and  $375,443,
respectively.    

                              THE SUB-ADMINISTRATOR

         The  Sub-Administrator  is  located  at  One  Exchange  Place,  Boston,
Massachusetts   02109.   Pursuant  to  a   Sub-Administration   Agreement,   the
Sub-Administrator  provides certain  administrative  services  necessary for the
Trust's  operations  but  which  do not  concern  the  investment  advisory  and
portfolio  management  services provided by the Manager or the Sub-Adviser.  For
such  services  and the related  expenses  borne by the  Sub-Administrator,  the
Manager pays an annual fee of .10% of the average  daily net assets of the Trust
and certain other affiliated funds not exceeding $1 billion,  .08% of net assets
exceeding  $1  billion  but not  exceeding  $1.5  billion,  .03%  of net  assets
exceeding  $1.5  billion but not  exceeding  $3 billion,  and .02% of net assets
exceeding  $3 billion.  The  Sub-Administrator's  fee is paid by the Manager and
will result in no additional expense to the Trust.

                                 THE DISTRIBUTOR

         The  Trust  on  behalf  of the  Fund has  entered  into a  Distribution
Agreement  with  Gabelli  &  Company,  Inc.  (the  "Distributor"),  a  New  York
corporation  which is a subsidiary  of Gabelli  Funds,  Inc.,  having  principal
offices  located  at  One  Corporate  Center,  Rye,  New  York  10580-1434.  The
Distributor acts as agent of the Fund for the continuous  offering of its shares
on a no-load basis at no cost to the Fund.  In  connection  with the sale of the
Fund's  shares,  the  Trust has  authorized  the  Distributor  to give only such
information  and  to  make  only  such  statements  and  representations  as are
contained in the Fund's Prospectus or Statement of Additional Information. Sales
may be made only by Prospectus, which may be delivered personally or through the
mails. The Distributor is the Fund's "principal  underwriter" within the meaning
of the 1940 Act, and bears all costs of  preparing,  printing  and  distributing
reports and  prospectuses  used by the Trust in connection  with the sale of the
Fund's  shares and all sales  literature  printed,  counsel fees and expenses in
connection with the foregoing.

         The  Distribution  Agreement is  terminable by the  Distributor  or the
Trust at any time  without  penalty  on not more than  sixty (60) days' nor less
than thirty (30) days' written  notice,  provided that  termination by the Trust
must be directed or  approved by the  Trustees,  by the vote of the holders of a
majority  of the  outstanding  voting  securities  of the  Trust,  or by written
consent of a majority  of the  Trustees  who are not  interested  persons of the
Trust  or  the  Distributor.   The  Distribution  Agreement  will  automatically
terminate  in the event of its  assignment,  as  defined  in the 1940  Act.  The
Distribution  Agreement  provides  that,  unless  terminated,  it will remain in
effect from year to year, so long as continuance of the  Distribution  Agreement
is approved annually by the Trustees or by a majority of the outstanding  voting
securities  of the Trust,  and in either case,  also by majority of the Trustees
who are not interested  persons of the Trust, or the Distributor,  as defined in
the 1940 Act.

                   THE CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

         State Street Bank and Trust  Company is the  custodian  for the Trust's
cash and securities as well as the transfer and dividend  disbursing  agent (the
"Custodian,"  "Transfer Agent" and "Dividend  Disbursing Agent") for its shares.
Boston  Financial  Data  Services,  Inc.,  an affiliate of State Street Bank and
Trust Company,  performs the shareholder services on behalf of State Street Bank
and Trust  Company,  and is located at the BFDS  Building,  Two Heritage  Drive,
Quincy, Massachusetts 02171. State Street Bank and Trust Company does not assist
in, and is not responsible  for,  investment  decisions  involving assets of the
Trust.

                                                PURCHASE OF SHARES

         The  procedures for purchasing  shares of the Fund are  summarized in
the  Prospectus  under  "Purchase of Shares."



<PAGE>


                                                 RETIREMENT PLANS

         The Trust has available a form of Individual Retirement Account ("IRA")
for  investment in Fund shares which may be obtained from the  Distributor.  The
minimum investment  required to open an IRA for investment in shares of the Fund
is $1,000 for an individual.  There is no minimum for additional  investments in
an IRA.

            Under the Internal  Revenue Code of 1986,  as amended (the  "Code"),
individuals may make wholly or partly  tax-deductible IRA contributions of up to
$2,000  annually,  depending  on  whether  they are  active  participants  in an
employer-sponsored retirement plan and/or their income level. However, dividends
and  distributions  held  in the  account  are  not  taxed  until  withdrawn  in
accordance  with the  provisions of the Code.  An individual  with a non-working
spouse may establish a separate IRA for the spouse under the same conditions and
contribute a maximum of $4,000  annually to both IRAs provided that no more than
$2,000 may be  contributed  to the IRA of either  spouse.  Investors  satisfying
statutory income levels requirements may make non-deductible contributions up to
$2,000 annually to a Roth IRA,  distributions  from which are not subject to tax
if a statutory five year holding period requirement is satisfied.    

         Investors who are self-employed may purchase shares of the Fund through
tax-deductible  contributions  to retirement  plans for  self-employed  persons,
known as Keogh or H.R. 10 plans.  The Fund does not currently act as sponsor for
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" which give participants the right to defer portions of their compensation
for investment on a  tax-deferred  basis until  distributions  are made from the
plans.  The minimum initial  investment for such plans is $1,000 and there is no
minimum for additional investments.

         Investors  should be aware  that they may be subject  to  penalties  or
additional tax on  contributions  or withdrawals  from IRAs or other  retirement
plans which are not permitted by the applicable  provisions of the Code. Persons
desiring  information  concerning  investments  through IRAs or other retirement
plans should write or telephone the Distributor.

                                               REDEMPTION OF SHARES

         The  procedures  for redemption of shares of the Fund are summarized in
the  Prospectus  under  "Redemption  of  Shares."  The Trust has  elected  to be
governed  by Rule  18f-1  under  the 1940 Act  pursuant  to which  the  Trust is
obligated  to redeem  shares  solely in cash up to the lesser of $250,000 or one
percent of the net asset value of the Fund during any 90-day  period for any one
shareholder.

         None of the  Manager,  the  Transfer  Agent,  the Trust or any of their
affiliates or agents will be liable for any loss,  expense,  or cost when acting
upon any oral,  wired, or electronically  transmitted  instructions or inquiries
believed by them to be genuine.  While  precautions will be taken, as more fully
described  below,  shareholders  bear  the  risk of any  loss as the  result  of
unauthorized  telephone  redemptions or exchanges believed by the Transfer Agent
to be  genuine.  The Trust will employ  reasonable  procedures  to confirm  that
instructions  communicated by telephone are genuine.  These  procedures  include
recording all phone conversations,  sending confirmations to shareholders within
72 hours of the  telephone  transaction,  verifying the account name and sending
redemption proceeds only to the address of record or to a previously  authorized
bank account.  If a shareholder  is unable to contact the Trust by telephone,  a
shareholder  must also mail the  redemption  request to the  Distributor  at The
Gabelli Funds, P.O. Box 8308, Boston, Massachusetts 02266-8308.

                                 NET ASSET VALUE

         The method for  determining  the  public  offering  price of the Fund's
shares and the net asset value per share is summarized in the  Prospectus  under
"Purchase of Shares - Share Price."

         The Fund  relies on Rule 2a-7  under the 1940 Act to use the  amortized
cost  valuation  method to stabilize  the purchase and  redemption  price of its
shares at $1.00 per share.  This method of valuation  involves valuing portfolio
securities  at their  cost at the time of  purchase  and  thereafter  assuming a
constant amortization to maturity of any discount or premium,  regardless of the
impact of interest  rate  fluctuations  on the market  value of the  securities.
While reliance on Rule 2a-7 should enable the Fund,  under most  conditions,  to
maintain a $1.00 share price,  there can be no  assurance  that the Fund will be
able to do so, and  investment in the Fund is neither  insured nor guaranteed by
the U.S. Government.

         As required  by Rule 2a-7,  the  Trustees  have  adopted the  following
policies relating to the Fund's use of the amortized cost method:

         (a) The Trustees have established  procedures which they consider to be
reasonably designed, taking into account current market conditions affecting the
Fund's  investment  objective,  to  stabilize  its net asset  value at $1.00 per
share.

         (b) The  Trustees  (i) have  adopted  procedures  whereby the extent of
deviation  between  the  current  net asset  value per  share  calculated  using
available market quotations or market-based quotations from the Fund's amortized
cost price per share,  will be determined at such intervals as the Trustees deem
appropriate  and as are reasonable in light of current market  conditions,  (ii)
will periodically  review the amount of deviation as well as the methods used to
calculate the deviation, and (iii) will maintain records of the determination of
deviation and the Trustees' review thereof.  In the event such deviation exceeds
3/10 of 1%, the Trustees will promptly  consider what action,  if any, should be
taken to prevent the  deviation  from  exceeding  1/2 of 1%.  Where the Trustees
believe the extent of deviation may result in material  dilution or other unfair
results to  investors  or exiting  shareholders,  they shall take such action as
they  deem  appropriate  to  eliminate  or  reduce  to  the  extent   reasonably
practicable such dilution or unfair results.

         (c) The Fund will seek to maintain a dollar-weighted  average portfolio
maturity  appropriate  to its objective of  maintaining a stable net asset value
per share;  provided,  however,  that it will not purchase any instrument with a
remaining  maturity (as  determined  pursuant to Rule 2a-7) longer than 397 days
nor maintain a dollar-weighted average portfolio maturity which exceeds 90 days.

         (d) The Fund will limit its portfolio investments, including repurchase
agreements,  to those  United  States  dollar-denominated  securities  which the
Manager,  acting in accordance  with  procedures and guidelines  approved by the
Trustees,  determines to be of eligible  quality and to present  minimal  credit
risks.  The  Fund  will  invest  in U.S.  Treasury  obligations  and  repurchase
agreements  collateralized  by U.S.  Treasury  obligations.  The  types  of U.S.
Treasury  obligations in which the Fund will invest include (1) bills, notes and
bonds  issued  by the U.S.  Treasury  that are  direct  obligations  of the U.S.
Government and (2) component  parts of U.S.  Treasury  notes and bonds,  namely,
either  the  corpus  (principal)  of  such  Treasury  obligations  or one of the
interest  payments  scheduled to be paid on such  obligations.  See  "Investment
Objective and Policies" in the Prospectus.

         (e) The Fund will  record,  maintain  and  preserve  permanently  in an
easily  accessible  place a written copy of the procedures  described  above and
will record,  maintain and preserve for a period of not less than six years (two
years  in an  easily  accessible  place)  a  written  record  of  the  Trustees'
considerations  and actions  taken in  connection  with the  discharge  of their
obligations set forth above.

         While the  procedures  adopted by the  Trustees  have been  designed to
enable the Fund to achieve its investment objective of maintaining a $1.00 share
price, there can be no assurance that a constant share price will be maintained.
In the event that market conditions or changes in issuer creditworthiness result
in a substantial  deviation  between the Fund's $1.00  amortized  cost price per
share and its net asset value per share based on the market  value of the Fund's
portfolio,  the  Trustees  will take such  action  as they deem  appropriate  to
eliminate or reduce to the extent possible any dilution of shareholder interests
or other unfair results to existing  shareholders or investors.  Such action may
include  basing the purchase and  redemption  price of Fund shares on the Fund's
market-based  net asset  value,  with the result that the Fund's price per share
may be higher or lower than $1.00.

                                                PORTFOLIO TURNOVER

         The Fund normally intends to hold its portfolio securities to maturity.
The Fund normally does not expect to trade portfolio  securities although it may
do so to take  advantage  of  short-term  market  movements.  The Fund will make
purchases  and sales of portfolio  securities  on a net price  basis;  brokerage
commissions  are not normally  charged on the purchase or sale of U.S.  Treasury
securities. See "Portfolio Transactions and Brokerage."

                                       PORTFOLIO TRANSACTIONS AND BROKERAGE

         The Manager is responsible for decisions to buy and sell securities for
the Fund,  arranging  the  execution  of  portfolio  transactions  on the Fund's
behalf,  and  selection  of brokers  and  dealers  to effect  the  transactions.
Purchases  of  portfolio  securities  are made from  dealers,  underwriters  and
issuers;  sales, if any, prior to maturity, are made to dealers and issuers. The
Fund  does  not  normally  incur  any  brokerage   commission  expense  on  such
transactions. There were no brokerage commissions incurred by the Fund since its
commencement of operations.  The instruments purchased by the Fund are generally
traded on a "net" basis with dealers  acting as principal for their own accounts
without a stated commission, although the price of the security usually includes
a profit to the dealer. Securities purchased in underwritten offerings include a
fixed amount of compensation to the  underwriter,  generally  referred to as the
underwriter's  concession  or discount.  When  securities  are purchased or sold
directly from or to an issuer, no commissions or discounts are paid.

         The policy of the Fund  regarding  purchases and sales of securities is
that primary  consideration  will be given to obtaining the most favorable price
and efficient execution of transactions.
                             PERFORMANCE INFORMATION

            The  Fund will  prepare a current  quotation  of yield  from time to
time.  The yield quoted will be the simple  annualized  yield for an  identified
seven  (7)  calendar  day  period.  The  yield  calculation  will be  based on a
hypothetical  account  having a balance of exactly one share at the beginning of
the seven-day period.  The base period return will be the change in the value of
the  hypothetical  account  during the  seven-day  period,  including  dividends
declared on any shares  purchased with dividends on the shares but excluding any
capital  changes.  The yield will vary as  interest  rates and other  conditions
affecting money market  instruments  change.  The yield for the seven-day period
ended September 30, 1998 was 4.80% (4.64% without waivers),  which is equivalent
to an effective yield of 4.91% (4.75% without  waivers).  The yield also depends
on the  quality,  length  of  maturity  and type of  instruments  in the  Fund's
portfolio  and its  operating  expenses.  The Fund may also prepare an effective
annual yield computed by compounding the unannualized seven-day period return as
follows:  by adding 1 to the unannualized  seven-day period return,  raising the
sum to a power equal to 365 divided by 7, and subtracting 1 from the result.    
                           EFFECTIVE YIELD = [(base period return + 1)365/7] -1

         The Fund may also calculate the tax equivalent  yield over a thirty-day
period.  The tax  equivalent  yield will be  determined  by first  computing the
current yield as discussed  above.  The Fund will then determine what portion of
the yield is attributable to securities, the income of which is exempt for state
and local income tax purposes. This portion of the yield will then be divided by
one minus the maximum state tax rate of  individual  taxpayers and then added to
portion of the yield that is attributable to other securities.

         The Fund's yield will fluctuate,  and annualized  yield  quotations are
not a  representation  by the Fund as to what an  investment  in the  Fund  will
actually  yield for any given  period.  Actual  yields will depend upon not only
changes in interest rates generally during the period in which the investment in
the Fund is held,  but also on any realized or  unrealized  gains and losses and
changes in the Fund's expenses.

         The Fund may advertise certain total return information computed in the
manner  described in the  Prospectus.  An average annual compound rate of return
("T") will be computed by using the  redeemable  value at the end of a specified
period "ERV" of a hypothetical  initial investment of $1,000 ("P") over a period
of time ["n"] according to the formula: P(1+T)n = ERV.

         Comparative  performance  information  may be used from time to time in
advertising  or  marketing  the  Fund's  shares,   including  data  from  Lipper
Analytical Services,  Inc., IBC Money Fund Report, The Bank Rate Monitor,  other
industry publications, business periodicals, rating services and market indices.



<PAGE>


                                               DESCRIPTION OF TRUST

         The Trust is organized as an  unincorporated  business  trust under the
laws of Delaware.

         The Fund is the initial  series of shares of  beneficial  interest (par
value $.001) of the Trust.  The Trustees are authorized to designate one or more
additional  series of shares of  beneficial  interest of the Trust,  each series
representing  a separate  investment  portfolio.  Shares of all series will have
identical  voting rights,  except where by law, certain matters must be approved
by a majority of the shares of the affected series.  Each share of any series of
shares when issued has equal dividend,  liquidation (see "Redemption of Shares")
and voting rights within the series for which it was issued and each  fractional
share has those rights in proportion to the percentage that the fractional share
represents of a whole share. Shares will be voted in the aggregate.

         Shares have no preference,  preemptive,  conversion or similar  rights.
All shares,  when issued in accordance  with the terms of the offering,  will be
fully paid and nonassessable. Shares will be redeemed at net asset value, at the
option of the shareholder.

         The  Fund  sends   semi-annual   and  annual  reports  to  all  of  its
shareholders  which include a list of the Fund's  portfolio  securities  and the
Fund's financial statements which shall be audited annually.  Unless it is clear
that a shareholder  holds as nominee for the account of an unrelated person or a
shareholder  otherwise  specifically  requests in  writing,  the Fund may send a
single copy of  semi-annual,  annual and other  reports to  shareholders  to all
accounts at the same address and all accounts of any person at that address.

         It is the  intention  of the  Trust  not to  hold  annual  meetings  of
shareholders. The Trustees may call a special meeting of shareholders for action
by shareholder vote as may be required by the 1940 Act, the Declaration of Trust
of the Trust or the  By-Laws of the Trust.  In  addition,  the Trust will call a
special meeting of  shareholders  for the purpose of voting upon the question of
removal of a Trustee or  Trustees,  if  requested  to do so by the holders of at
least  10% of the  Trust's  outstanding  shares,  and the Trust  will  assist in
communications  with other shareholders as required by Section 16(c) of the 1940
Act.

         Shares of the Trust have  noncumulative  voting rights which means that
the  holders of more than 50% of shares can elect  100% of the  Trustees  if the
holders choose to do so, and, in that event, the holders of the remaining shares
will not be able to elect person or persons as Trustees. The Transfer Agent does
not issue certificates evidencing Fund shares.

                               GENERAL INFORMATION

Counsel and Independent Auditors

         Willkie  Farr &  Gallagher,  787  Seventh  Avenue,  New York,  New York
10019-6099, is counsel to the Trust.

         Ernst & Young LLP, 787 Seventh  Avenue,  New York, New York 10019,  has
been selected as independent auditors for the Trust.



<PAGE>

THE GABELLI U.S. TREASURY MONEY MARKET FUND 
       STATEMENT OF NET ASSETS -- SEPTEMBER 30, 1998
       ======================================================================= 
       =========
     
       <TABLE>
       <CAPTION>
                                                              ANNUALIZED
          PRINCIPAL                                          YIELD AT DATE
       MATURITY
           AMOUNT                                             OF PURCHASE
       DATE                    VALUE
          --------                                            -----------
       -------                  -----
        <S>            <C>                                   <C>
       <C>                <C>    <C>
                       U.S. TREASURY OBLIGATIONS -- 99.3%
                       U.S. TREASURY BILLS -- 39.1%
         $123,943,000  U.S. Treasury Bills ...............   4.221% to 5.068%
       10/22/98 - 12/24/98       $122,936,068 
       ------------
                                                              INTEREST RATE
                                                              -------------
                       U.S. TREASURY NOTES -- 60.2%
           10,000,000  U.S. Treasury Notes ...............       5.125%
       11/30/98                  9,996,791
           70,000,000  U.S. Treasury Notes ...............       5.125%
       12/31/98                 70,011,627
          109,000,000  U.S. Treasury Notes ...............       5.750%
       12/31/98                109,181,057
       ------------
       189,189,475
     
       ------------
       TOTAL INVESTMENTS (Cost $312,125,543) (a) 
       ..........................................        99.3%   312,125,543 
       PAYABLE TO MANAGER
       ................................................................. 
       (0.0)       (24,631)
       OTHER ASSETS AND LIABILITIES (NET)
       .................................................         0.7 
       2,292,755
       -----   ------------
       NET ASSETS (applicable to 314,393,667 shares outstanding,
         $0.001 par value, one billion shares authorized)
       .................................       100.0%  $314,393,667 
       =====   ============
       NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE 
       ...........................                      $1.00 
       =====
       </TABLE>
       ------------------------------------------------------- 
       (a) Aggregate cost for Federal tax purposes.
     
       FINANCIAL HIGHLIGHTS
       ======================================================================= 
       =========
       Selected data for a share of beneficial interest outstanding 
       throughout each period.
     
       <TABLE>
       <CAPTION>
       YEAR ENDED SEPTEMBER 30,
     
       -----------------------------------------------
                                                                          1998
       1997(D)    1996      1995      1994
     
       ------     ------     ----      ----      -----
       <S>                                                              <C> 
       <C>        <C>       <C>       <C>
       OPERATING PERFORMANCE:
         Net asset value, beginning of period ........................
       $1.00     $1.00      $1.00     $1.00     $1.00
     
       ------    ------     ------    ------    ------
         Net investment income (b) ...................................
       0.0496    0.0485     0.0492    0.0528    0.0323
         Net realized gain on investments ............................
       0.0005    0.0013     0.0006    0.0002    0.0002
     
       ------    ------     ------    ------    ------
         Total from investment operations ............................
       0.0501    0.0498     0.0498    0.0530    0.0325
     
       ------    ------     ------    ------    ------ 
       DISTRIBUTIONS TO SHAREHOLDERS FROM:
         Net investment income .......................................
       (0.0496)  (0.0485)   (0.0492)  (0.0528)  (0.0323)
         Net realized gains ..........................................
       (0.0005)  (0.0013)   (0.0006)  (0.0002)  (0.0002)
     
       ------    ------     ------    ------    ------
         Total distributions .........................................
       (0.0501)  (0.0498)   (0.0498)  (0.0530)  (0.0325)
     
       ------    ------     ------    ------    ------
         Net asset value, end of period ..............................   $1.00
       $1.00       $1.00     $1.00     $1.00
     
       ======    ======     ======    ======    ======
         Total return+ ...............................................
       5.1%      5.1%       5.1%      5.4%      3.3%
     
       ======    ======     ======    ======    ====== 
       RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA:
         Net assets, end of period (in 000's) ........................
       $314,394  $203,542   $216,038  $218,036  $186,020
         Ratio of net investment income to average net assets ........
       4.91%     4.85%      4.92%     5.30%     3.23%
         Ratio of operating expenses to average net assets (c) .......
       0.30%     0.30%      0.30%     0.27%     0.30% 
       </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.
       (b) Net investment  income before fees waived by the Manager
           for the years ended September 30, 1998, 1997, 1996, 1995 
           and 1994 were  $0.0475,  $0.0469,  $0.0477,  $0.0516 and 
           $0.0312, respectively.
       (c) Operating  expense  ratios  before  fees  waived  by the
           Manager for the years ended  September  30, 1998,  1997, 
           1996, 1995 and 1994 were 0.46%,  0.45%, 0.45%, 0.39% and 
           0.43%, respectively.
     
       (d) Gabelli Funds, Inc. became the sole investment  adviser of the Fund 
       on April
           15, 1997.
     
                       See   accompanying    notes   to   financial
       statements.
     
                                              4
     
       <PAGE>
     
       THE GABELLI U.S. TREASURY MONEY MARKET FUND
       STATEMENT OF OPERATIONS -- YEAR ENDED SEPTEMBER 30, 1998 
       ======================================================================= 
       =========
     
       INVESTMENT INCOME:
          Interest ....................................................   $
       15,010,349
     
       ------------
       EXPENSES:
          Management fee ...............................................
       865,180
          Transfer agent fees ..........................................
       144,562
          Registration fees ............................................
       84,703
          Custodian fees ...............................................
       44,989
          Trustees' fees ...............................................
       30,955
          Legal and audit fees .........................................
       29,729
          Shareholder reports ..........................................
       16,988
          Miscellaneous ................................................
       109,441
     
       ------------
             Total Expenses before fees waived by Manager...............
       1,326,547
             Fees waived by Manager ....................................
       (461,367)
     
       ------------
             TOTAL EXPENSES--NEt .......................................
       865,180
     
       ------------
       NET INVESTMENT INCOME ........................................... 
       14,145,169
       NET REALIZED GAIN ON INVESTMENTS ................................ 
       240,664
     
       ------------
       NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............  $ 
       14,385,833
     
       ============
     
     
       STATEMENTS OF CHANGES IN NET ASSETS
       ======================================================================= 
       =========
     
                                                         YEAR ENDED
       YEAR ENDED
                                                        SEPTEMBER 30,
       SEPTEMBER 30,
                                                            1998
       1997
                                                      ----------------
       --------------
       OPERATIONS:
          Net investment income ....................  $    14,145,169  $
       10,272,019
          Net realized gain on investments .........          240,664
       246,921
                                                      ---------------
       ---------------
            Net increase in net assets resulting
              from operations ......................       14,385,833
       10,518,940
                                                      ---------------
       ---------------
       DISTRIBUTIONS TO SHAREHOLDERS:
          Net investment income ....................      (14,145,169)
       (10,272,019)
          Net realized gain on investments .........         (245,894)
       (241,691)
                                                      ---------------
       ---------------
            Total distributions to shareholders ....      (14,391,063)
       (10,513,710)
                                                      ---------------
       ---------------
       SHARE TRANSACTIONS ($1.00 PER SHARE):
          Shares sold ..............................    1,769,620,862
       2,152,102,612
          Shares issued upon reinvestment of
             dividends and distributions ...........       13,843,721
       9,949,097
          Shares redeemed ..........................   (1,672,607,748)
       (2,174,552,390)
                                                      ---------------
       ---------------
            Net increase (decrease) in net assets ..      110,851,605
       (12,495,451)
       NET ASSETS:
          Beginning of period ......................      203,542,062
       216,037,513
                                                      ---------------
       ---------------
          End of period ............................  $   314,393,667  $
       203,542,062



  
                      See    accompanying    notes   to   financial
       statements.
     
                                              5
     
       <PAGE>
     
     
       THE GABELLI U.S. TREASURY MONEY MARKET FUND 
       NOTES TO FINANCIAL STATEMENTS
       ======================================================================= 
       =========
     
       1. DESCRIPTION.  The Gabelli U.S. Treasury Money Market Fund 
       (the  "Fund"),  a series of The Gabelli  Money  Market Funds 
       (the  "Trust"),  was organized on May 21, 1992 as a Delaware 
       business  trust.   The  Fund  is  a  diversified,   open-end 
       management   investment   company   registered   under   the 
       Investment Company Act of 1940, as amended (the "1940 Act"), 
       whose primary  objective is high current  income  consistent 
       with the  preservation of principal and liquidity.  The Fund 
       commenced operations on October 1, 1992.
     
       2.  SIGNIFICANT  ACCOUNTING  POLICIES.  The  preparation  of 
       financial  statements in accordance with generally  accepted 
       accounting  principles requires management to make estimates 
       and  assumptions   that  affect  the  reported  amounts  and 
       disclosures  in the  financial  statements.  Actual  results 
       could  differ  from  those  estimates.  The  following  is a 
       summary of significant  accounting  policies followed by the 
       Fund in the preparation of its financial statements.
     
       SECURITY VALUATION. Investments are valued at amortized cost 
       (which   approximates  market  value)  whereby  a  portfolio 
       instrument  is valued at cost and any discount or premium is 
       amortized  on a  constant  basis  to  the  maturity  of  the 
       instrument.
     
       SECURITIES  TRANSACTIONS AND INVESTMENT  INCOME.  Securities 
       transactions  are  accounted  for on  the  trade  date  with 
       realized gain or loss on investments determined by using the 
       identified   cost   method.   Interest   income   (including 
       amortization  of  premium  and  accretion  of  discount)  is 
       recorded as earned.
     
       DIVIDENDS  AND  DISTRIBUTIONS.   Dividends  from  investment 
       income  (including  realized  capital  gains and losses) are 
       declared daily and paid monthly.  Distributions of long term 
       capital gains, if any, are paid annually.
     
       PROVISION  FOR  INCOME  TAXES.  The Fund has  qualified  and 
       intends to  continue  to qualify as a  regulated  investment 
       company under  Subchapter M of the Internal  Revenue Code of 
       1986,  as  amended.  As  a  result,  a  Federal  income  tax 
       provision is not required.
     
       3. AGREEMENTS WITH AFFILIATED PARTIES. The Trust has entered 
       into a management  agreement  (the  "Management  Agreement") 
       with Gabelli  Funds,  Inc. (the  "Manager"),  which provides 
       that the Trust will pay the  Manager a fee,  computed  daily 
       and paid monthly,  at the annual rate of 0.30 percent of the 
       value of the Fund's average daily net assets.  In accordance 
       with  the  Management  Agreement,  the  Manager  provides  a 
       continuous  investment  program  for the  Fund's  portfolio, 
       oversees  the  administration  of all  aspects of the Fund's 
       business  and  affairs  and  pays  the  compensation  of all 
       Officers and Trustees of the Fund who are its affiliates. To 
       the extent  necessary,  the Manager has undertaken to assume 
       certain  expenses of the Trust so that the total expenses do 
       not exceed  0.30  percent of the  Fund's  average  daily net 
       assets.  For the year ended  September 30, 1998, the Manager 
       voluntarily waived management fees of $461,367.
     
     
     
     
     
                                              6
     
       <PAGE>
     
       REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 
       ======================================================================= 
       =========
     
       TO THE SHAREHOLDERS AND BOARD OF TRUSTEES 
       THE GABELLI U.S. TREASURY MONEY MARKET FUND 
       (a series of The Gabelli Money Market Funds)
     
             We have  audited  the  accompanying  statement  of net
       assets of The Gabelli U.S.  Treasury  Money Market Fund (the 
       "Fund") (a series of The Gabelli  Money Market  Funds) as of 
       September 30, 1998, and the related  statement of operations 
       for the year then  ended,  the  statement  of changes in net 
       assets for each of the two years in the period  then  ended, 
       and the financial  highlights  for each of the five years in 
       the  period  then  ended.  These  financial  statements  and 
       financial  highlights are the  responsibility  of the Fund's 
       management.  Our  responsibility is to express an opinion on 
       these financial statements and financial highlights based on 
       our audits.
     
             We conducted our audits in accordance  with  generally
       accepted auditing standards. Those standards require that we 
       plan and  perform the audit to obtain  reasonable  assurance 
       about  whether  the  financial   statements   and  financial 
       highlights  are  free of  material  misstatement.  An  audit 
       includes examining, on a test basis, evidence supporting the 
       amounts and  disclosures  in the financial  statements.  Our 
       procedures  included  confirmation of securities owned as of 
       September 30, 1998 by correspondence with the custodian.  An 
       audit also includes assessing the accounting principles used 
       and  significant  estimates made by  management,  as well as 
       evaluating the overall financial statement presentation.  We 
       believe that our audits  provide a reasonable  basis for our 
       opinion.
     
             In our opinion, the financial statements and financial
       highlights referred to above present fairly, in all material 
       respects,   the  financial  position  of  The  Gabelli  U.S. 
       Treasury  Money  Market Fund as of September  30, 1998,  the 
       results  of its  operations  for the year  then  ended,  the 
       changes in their net assets for each of the two years in the 
       period then ended, and the financial  highlights for each of 
       the five years in the period then ended,  in conformity with 
       generally accepted accounting principles.
     
       New York, New York
       November 6, 1998                                         /s/ Ernst & 
       Young LLP
     
       ---------------------
     
     
       ----------------------------------------------------------------------- 
       ---------
                           1998 TAX NOTICE TO SHAREHOLDERS (UNAUDITED)
     
         U.S. GOVERNMENT INCOME:
         The percentage of the ordinary income dividend paid by the 
         Fund  during  the  period  from  October  1, 1997  through 
         September  30, 1998 which was derived  from U.S.  Treasury 
         Securities was 100%.  Such income is exempt from state and 
         local  income tax in all states.  Due to the  diversity in 
         state  and  local tax  laws,  it is  recommended  that you 
         consult your personal tax advisor for the applicability of 
         the information provided as to your specific situation.
       ----------------------------------------------------------------------- 
       ---------
     
     
     
                                              7
     
       <PAGE>


                                                      PART C

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

         (a)      Financial Statements:

                (1)     Financial Statements included in Part A, the Prospectus:

                          Financial Highlights for the years ended September 30,
                          1994,   September   30,  1995,   September  30,  1996,
                          September 30, 1997 and September 30, 1998.

                  (2) Financial  Statements included in Part B, the Statement of
Additional Information:

                         - Statement of Net Assets at September 30, 1998.
               - Statement of Operations for the year ended September 30, 1998.
     - Statement of Changes in Net Assets for years ended September 30, 1998 and
                             September 30, 1997.
                        - Notes to Financial Statements at September 30, 1998.
                      - Report of Independent Auditors dated  November 6, 1998.

                  (3)     Financial Statements included in Part C:
                     
                          Consent of Independent Auditors.
                      

         (b)      Exhibits:

                  (1)(a)   Certificate of Trust of Registrant.*

                  (1)(b)   Declaration of Trust of the Registrant.*

                  (2)      Amended and Restated By-Laws of the Registrant.*

                  (3)      Not Applicable.

                  (4)      Not Applicable.

                   (5)(a)  Management  Agreement  between the Registrant and
Gabelli Funds,  Inc.  ("Gabelli Funds" or the "Manager").**

                  (5)(b)   Sub-Advisory   Agreement   between  the  Manager  and
                           Gabelli-O'Connor Fixed Income Mutual Funds Management
                           Company ("Gabelli-O'Connor" or the "Sub-Adviser").**

                  (5)(c)   Sub-Administration  Agreement  between  the  Manager
  and First Data  Investor  Services Group,  Inc.  (formerly known as The 
Shareholder  Services Group,  Inc.,  "FDISG" or the "Sub-Administrator").**

                  (6)      Distribution  Agreement  between the Registrant
and Gabelli & Company,  Inc.  ("Gabelli" or the "Distributor").**

                  (7)      Not Applicable.

                  (8)      Custodian  Agreement  between the  Registrant 
 and State Street Bank and Trust  Company.
                           *

                  (9)      Transfer Agency Agreement between the Registrant 
and State Street Bank and Trust  Company. *

                  (10)     Not Applicable.

                  (11)(a)  Consent of Independent  Auditors     is filed herein.
    

                  (11))b)  Consent of Counsel is     filed herein.     

                  (11)(c)  Powers of attorney for Anthony Colavita, Vincent E.
 Enright,  Thomas E. O'Connor, John J. Parker, Karl Otto Pohl and
                           Anthonie C. van Ekris. *

                     (11)(d) Power of Attorney for Mario J. Gabelli****     

                  (12)     Not Applicable.

                  (13)     Purchase Agreement. *

                  (14)     Prototype Individual Retirement Account Plan
available from Gabelli & Company, Inc. *

                  (15)     Not Applicable.

                  (16)     Schedule for Computation of Each Performance
 Quotation.***

                  (17)     Financial Data Schedule     is filed herein.     

                  (18)     Not Applicable.


<PAGE>


Item 25. Persons Controlled by or Under Common Control with Registrant.

                  Not Applicable.

Item 26. Number of Holders of Securities.
   
         The following  information  for The Gabelli U.S.  Treasury Money Market
Fund is furnished as of November 20, 1998.

                                    (1)                                     (2)

                                                               Number of Record
                             Title of Series                            Holders

         The Gabelli U.S. Treasury Money Market Fund                   5,911
    
Item 27. Indemnification.

         To the extent  consistent  with Section 17(h) and (i) of the Investment
Company Act of 1940,  as amended (the "1940 Act") and pursuant to Sections 2 and
3 of Article VII of the Registrant's  Declaration of Trust (Exhibit 1(b) to this
Registration Statement) and Article VI of the Registrant's By-Laws (Exhibit 2 to
this Registration Statement), Trustees, officers and employees of the Trust will
be indemnified to the maximum extent permitted by Delaware law and the 1940 Act.

          Reference is made to Sections 2 and 3 of Article Seven of Registrant's
     Declaration of Trust and Article VI of the Registrant's By-Laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
Registrant pursuant to the foregoing  provisions,  or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in that Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by Registrant of expenses  incurred or
paid by a trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee,  officer
or  controlling  person in  connection  with the  securities  being  registered,
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

         The Registrant hereby undertakes that it will apply the indemnification
provisions of its Declaration of Trust, its By-Laws,  the Management  Agreement,
the   Sub-Advisory   Agreement,   the   Sub-Administration   Agreement  and  the
Distribution  Agreement  in a manner  consistent  with  Release No. 11330 of the
Securities and Exchange Commission under the 1940 Act.

Item 28. Business and Other Connections of Investment Adviser.

          The Manager serves as manager of the Registrant. For information as to
     its business,  profession,  vocation or employment of a substantial nature,
     reference is made to the Form ADV filed by it under the Investment Advisers
     Act of 1940, as amended (the "Advisers Act"). (SEC File No. 801-37706)


<PAGE>



Item 29. Principal Underwriters.

          The information required with respect to the directors and officers of
     the Distributor is set forth in the Distributor's  current Form BD which is
     incorporated herewith by reference. (SEC File No. 8-21373)

Item 30. Location of Accounts and Records.

         All such accounts,  books and other documents required by Section 31(a)
of the 1940 Act and Rules 31a-1 through 31a-3  thereunder  are maintained at the
offices  of  First  Data  Investor  Services  Group,  53 State  Street,  Boston,
Massachusetts  02109; State Street Bank and Trust Company,  225 Franklin Street,
Boston,  Massachusetts  02110; BFDS, Two Heritage Drive,  Boston,  Massachusetts
02171; and Gabelli Funds, Inc., One Corporate Center, Rye, New York 10580-1434.

Item 31. Management Services.

         Not Applicable.

Item 32. Undertakings.

         Registrant  hereby undertakes to call a meeting of its shareholders for
the purpose of voting  upon the  question of removal of a trustee or trustees of
Registrant  when requested in writing to do so by the holders of at least 10% of
Registrant's outstanding shares.



<PAGE>


                                                        42
G:\SHARED\3RDPARTY\GABVALUE\PEA'S\#11\COVER.DOC
                                          
                                                    SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant, THE GABELLI MONEY MARKET FUNDS,
certifies  that  it  meets  all  the   requirements  of  effectiveness  of  this
Registration  Statement pursuant to Rule 485(b) under the securities Act of 1933
and has duly caused this Post-Effective  Amendment to its Registration Statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of Rye and State of New York, on the 30th day of November, 1998.

                                                 THE GABELLI MONEY MARKET FUNDS

                                                          By: Mario J. Gabelli *
                                                              Mario J. Gabelli
                                                              President

- --------------------------------------------------------------------------------
Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Post-Effective  Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>       <C>                                <C>                                                 <C>    

         Signature                          Title                                                Date

/s/ Mario J. Gabelli*               Principal Executive Officer and Trustee                      11/30/98
Mario J. Gabelli

                                    Principal Financial and Accounting Officer                  11/30/98
Bruce N. Alpert

/s/ Anthony Colavita*                       Trustee                                              11/30/98
Anthony J. Colavita

/s/ Vincent D. Enright*                     Trustee                                              11/30/98
Vincent E. Enright

/s/ John J. Parker*                         Trustee                                              11/30/98
John J. Parker

/s/ Karl Otto Pohl*                         Trustee                                              11/30/98
Karl Otto Pohl

/s/ Anthonie C. van Ekris*                  Trustee                                               11/30/98
Anthonie C. van Ekris

*By:                                                                                            11/30/98
         Bruce N. Alpert
         Attorney-in-fact
                                                           

</TABLE>

<PAGE>



                                  EXHIBIT INDEX


                  EXHIBIT NO.                                 DESCRIPTION

                     

                  11(a)                      Consent of Independent Auditors

                  11(b)                                      Consent of Counsel

                  17                                    Financial Data Schedule

                      


<PAGE>



EXHIBIT 11(a)



 



                    CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions "Financial
Highlights" and "General Information - Counsel and Independent Auditors" 
and to the use of our report on The Gabelli U.S. Treasury Money Market Fund 
dated November 6, 1998, in this Registration Statement (Form N-1A No. 33-
48220) of The Gabelli Money Market Funds.
 



                                          ERNST & YOUNG LLP

New York, New York
November 23, 1998






                                                                  EXHIBIT  11(b)


November 23, 1998

The Gabelli Money Market Funds
One Corporate Center
Rye, New York 10580-1434

Re:      Post-Effective Amendment No. 9 to Registration Statement
         (Securities Act File No. 33-48220; Investment Company Act
         File No. 811-6687) (the "Registration Statement")
Ladies and Gentlemen:
You have  requested  us, as  counsel  to The  Gabelli  Money  Market  Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware, to
furnish  you with  this  opinion  in  connection  with  the  Trust's  filing  of
Post-Effective  Amendment No. 9 to its Registration  Statement on Form N-1A (the
"Amendment").  We have examined copies of the Trust's  Agreement and Declaration
of Trust (the  "Agreement") and By-laws (the "By-laws"),  each as now in effect,
and the Amendment. We have also examined such other records, documents,  papers,
statutes  and  authorities  as we have deemed  necessary to form a basis for the
opinion hereinafter expressed. In our examination of the above material, we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted to us as originals  and the  conformity  to original  documents of all
copies submitted to us. As to various questions of fact material to our opinion,
we have relied upon statements and certificates of officers and  representatives
of the Trust and others.  Based upon the  foregoing,  we are of the opinion that
all  necessary  action  on the part of the Trust  precedent  to the issue of the
securities covered by the Amendment (the "Shares") has been duly taken, and that
all such Shares may  legally and validly be issued for cash,  and when sold will
be fully paid and  nonassessable  by the Trust upon  receipt by the Trust or its
agent of  consideration  therefor in accordance  with the terms described in the
Registration  Statement,  subject to compliance with the Securities Act of 1933,
as amended, the Investment Company Act of 1940, as amended, and applicable state
laws regulating the sale of securities.  We hereby consent to the filing of this
opinion as an exhibit to the  Amendment,  to the reference to our name under the
heading "Counsel and Independent Accountants" in the SAI included as part of the
Amendment,  and to the filing of this  opinion as an exhibit to any  application
made by or on  behalf of the Trust or any  distributor  or dealer in  connection
with the  registration  or  qualification  of the Trust or the Shares  under the
securities laws of any state or other jurisdiction. We are members of the Bar of
the State of New York  only and do not opine as to the laws of any  jurisdiction
other than the laws of the State of New York and the laws of the United  States,
and the opinions set forth above are, accordingly,  limited to the laws of those
jurisdictions. Very truly yours, WILLKIE FARR & GALLAGER



[ARTICLE] 6
[CIK] 0000888129
[NAME] GABELLI MONEY MARKET FUNDS
[SERIES]
   [NUMBER] 1
   [NAME] GABELLI U.S. TREASURY MONEY MARKET
[MULTIPLIER] 1
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   6-MOS
[FISCAL-YEAR-END]                          SEP-30-1998
[PERIOD-START]                             OCT-01-1997
[PERIOD-END]                               SEP-30-1998
[INVESTMENTS-AT-COST]                        312125543
[INVESTMENTS-AT-VALUE]                       312125543
[RECEIVABLES]                                  2662762
[ASSETS-OTHER]                                       0
[OTHER-ITEMS-ASSETS]                              1754
[TOTAL-ASSETS]                               314790059
[PAYABLE-FOR-SECURITIES]                             0
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                       396392
[TOTAL-LIABILITIES]                             396392
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                             0
[SHARES-COMMON-STOCK]                        314393667
[SHARES-COMMON-PRIOR]                        203536832
[ACCUMULATED-NII-CURRENT]                            0
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                              0
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                             0
[NET-ASSETS]                                 314393667
[DIVIDEND-INCOME]                                    0
[INTEREST-INCOME]                             15010349
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                  865180
[NET-INVESTMENT-INCOME]                       14145169
[REALIZED-GAINS-CURRENT]                        240664
[APPREC-INCREASE-CURRENT]                            0
[NET-CHANGE-FROM-OPS]                         14385833
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                     14145169
[DISTRIBUTIONS-OF-GAINS]                        245894
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                     1769620862
[NUMBER-OF-SHARES-REDEEMED]                 1672607748
[SHARES-REINVESTED]                           13843721
[NET-CHANGE-IN-ASSETS]                        96460542
[ACCUMULATED-NII-PRIOR]                              0
[ACCUMULATED-GAINS-PRIOR]                            0
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                           865180
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                1326547
[AVERAGE-NET-ASSETS]                         293381846
[PER-SHARE-NAV-BEGIN]                             1.00
[PER-SHARE-NII]                                  0.050
[PER-SHARE-GAIN-APPREC]                          0.000
[PER-SHARE-DIVIDEND]                           (0.050)
[PER-SHARE-DISTRIBUTIONS]                      (0.000)
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                               1.00
[EXPENSE-RATIO]                                   0.30
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0
</TABLE>




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