GABELLI INVESTOR FUNDS INC
N-30B-2, 1999-11-18
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                              THE GABELLI ABC FUND

                              THIRD QUARTER REPORT
                               SEPTEMBER 30, 1999

TO OUR SHAREHOLDERS,

     Through most of the third quarter of 1999, stocks were slowly sinking under
the weight of a declining bond market,  a tumbling  dollar,  and the prospect of
more  aggressive   Federal  Reserve  monetary  policy   tightening.   Technology
stocks--the  last  bastion of  strength  in an  otherwise  weak  market--finally
cracked  in the last two weeks of the  quarter,  sending  virtually  all  market
indices  sharply lower.  Thanks to our cash reserves and positive  contributions
from our arbitrage investments,  the Fund posted a modest return for the quarter
as the major stock market indices declined.

INVESTMENT PERFORMANCE

     For the third quarter ended September 30, 1999, The Gabelli ABC Fund's (the
"Fund") total return was 0.10%. The Standard & Poor's ("S&P") 500 Index declined
6.24%, while the Lipper U.S. Treasury Money Market Average had a total return of
1.06% over the same period. The S&P 500 Index is an unmanaged indicator of stock
market performance, while the Lipper Average reflects the average performance of
mutual funds classified in this particular category. The Fund was up 19.14% over
the trailing  twelve-month  period.  The S&P 500 Index and Lipper U.S.  Treasury
Money  Market  Average  rose  27.79%  and  4.17%,  respectively,  over  the same
twelve-month period.

     For the five-year  period ended September 30, 1999, the Fund's total return
averaged 9.98% annually  versus average annual total returns of 25.03% and 4.75%
for  the  S&P  500  Index  and  Lipper  U.S.   Treasury  Money  Market  Average,
respectively.  Since  inception on May 14, 1993 through  September 30, 1999, the
Fund had a cumulative total return of 82.35%, which equates to an average annual
total return of 9.86%.

WHAT WE DO

     The  Gabelli  ABC Fund and its  unique  Performance  Guaranty  Program  was
created in 1993 for conservative investors who had been reluctant to participate
in the equity  markets.  In other words,  it was a vehicle to allow investors to
"get their feet wet" in the stock market without risking loss of capital. We see
ourselves as an  "enhanced  money  market".  Our approach has been to maintain a
diversified portfolio of value-oriented equities,  convertible preferred stocks,
convertible  bonds and U.S.  government  securities.  Conceptually,  the  upside
potential of stocks would help produce  greater  total return  potential  than a
straight bond or government  securities  fund and the risk in the equity portion
of the portfolio would be diminished by the

[GRAPHIC OMITTED]
<PAGE>

INVESTMENT RESULTS (a)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                QUARTER
                                                             ---------------------------------------------
                                                             1ST           2ND           3RD           4TH             YEAR
                                                             ---           ---           ---           ---             ----
<S>                                                         <C>          <C>          <C>             <C>             <C>
  1999:    Net Asset Value .............................    $9.65        $10.20        $10.21           --               --
           Total Return ................................     0.6%          5.7%          0.1%           --               --
  ----------------------------------------------------------------------------------------------------------------------------
  1998:    Net Asset Value .............................   $10.64        $10.68        $10.16          $9.59           $9.59
           Total Return ................................     4.0%          0.4%         (4.9)%         11.9%           11.1%
  ----------------------------------------------------------------------------------------------------------------------------
  1997:    Net Asset Value .............................    $9.98        $10.45        $10.74         $10.23          $10.23
           Total Return ................................     1.4%          4.7%          2.8%           3.3%           12.8%
  ----------------------------------------------------------------------------------------------------------------------------
  1996:    Net Asset Value .............................   $10.10        $10.16         $9.77          $9.84           $9.84
           Total Return ................................     4.1%          0.6%          0.8%           2.2%            7.8%
  ----------------------------------------------------------------------------------------------------------------------------
  1995:    Net Asset Value .............................    $9.94        $10.14        $10.41          $9.71           $9.71
           Total Return ................................     3.9%          2.0%          2.7%           2.2%           11.2%
  ----------------------------------------------------------------------------------------------------------------------------
  1994:    Net Asset Value .............................   $10.12        $10.11        $10.42          $9.57           $9.57
           Total Return ................................     0.9%         (0.1)%         3.1%           0.6%            4.5%
  ----------------------------------------------------------------------------------------------------------------------------
  1993:    Net Asset Value .............................      --         $10.10        $10.63         $10.03          $10.03
           Total Return ................................      --           1.0%(b)       5.2%           2.6%            9.1%(b)
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                       DIVIDEND HISTORY
AVERAGE ANNUAL RETURNS - SEPTEMBER 30, 1999 (A)    ----------------------------------------------------------
- -----------------------------------------------    PAYMENT (EX) DATE    RATE PER SHARE    REINVESTMENT PRICE
                                                   -----------------    --------------    ------------------
<S>                                     <C>        <C>                       <C>               <C>
   1 Year ............................  19.14%     December 28, 1998         $1.763            $ 9.50
                                                   December 29, 1997         $0.860            $10.17
   5 Year ............................   9.98%     December 27, 1996         $0.146            $ 9.83
                                                   September 30, 1996        $0.470            $ 9.77
   Life of Fund (b) ..................   9.86%     December 28, 1995         $0.930            $ 9.71
                                                   December 28, 1994         $0.910            $ 9.52
                                                   December 31, 1993         $0.880            $10.03

(a) Total  returns and average  annual  returns  reflect  changes in share price and  reinvestment  of dividends  and are net of
expenses.  The net asset value of the Fund is reduced on the  ex-dividend  (payment) date by the amount of the dividend paid. Of
course, returns represent past performance and do not guarantee future results. Investment returns and the principal value of an
investment  will  fluctuate.  When  shares  are  redeemed  they may be worth  more or less than their  original  cost.  (b) From
commencement of investment operations on May 14, 1993.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

combination  of lower risk  convertible  securities and virtually risk free U.S.
Treasury bills.  To date, this approach has worked quite well.  Although we have
indefinitely  suspended the Performance  Guaranty Program, we believe the Fund's
investment strategy can continue to produce favorable results.

HISTORY OF THE FUND

     The Gabelli ABC Fund was launched on May 14, 1993 with a minimum guaranteed
total return of 6% through May 14, 1994. For 1994, 1995 and 1996, 5% Performance
Guaranty  Programs  were in place.  These  programs  were  unique  because  they
provided investors the full upside potential of the


                                       2
<PAGE>


investment  while  guaranteeing a minimum total return.  Gabelli  Funds,  Inc.'s
fourth  Performance  Guaranty  Program  concluded on December 31, 1996 and a new
program was not in effect for 1997 or 1998. The Fund's annual total returns were
12.8% and 11.1%,  respectively,  for those two years.  Although the  Performance
Guaranty  Program is not being offered for 1999, the Fund continues  striving to
achieve the same  objectives.  During the most recent  four-year period in which
the S&P 500  Index has  delivered  25% plus  annual  returns,  a minimum  return
guarantee  of 5% appeared  dull and  unattractive.  However,  in terms of market
volatility, the Fund has provided comfort to the risk averse.

     The Adviser and Board of  Directors  continue  to explore  several  options
involving a longer term guaranty  program in a closed end structure.  This would
require shareholder approval.  Meanwhile,  the Fund will continue to be managed,
as it has been the past six  years,  to  provide  an  attractive  rate of return
without excessive risk of capital.

COMMENTARY

TOO MUCH OF A GOOD THING?

     In the third quarter of 1999, the U.S. economy continued to barrel along at
a pace that investors feared would lead to higher  inflation.  Paced by the long
anticipated  recovery in Japan,  Asian  economies  are perking up.  Coupled with
prospects that European economies are gaining momentum, this has spawned concern
that  synchronized  global growth would further increase  inflationary  pressure
here at home. All of this positive global economic news was simply too much of a
good thing for the U.S. bond market, which continued to slide.

     Long  term,  synchronized  global  growth is a  blessing--we  should all be
thinking  in terms of Gross World  Product  ("GWP")  rather than Gross  Domestic
Product ("GDP").  However,  in the short term it may put additional  pressure on
the Fed to press down on the monetary  brakes.  Investors  should view this as a
dose of cod liver oil--bitter  medicine,  but a tonic that will improve the long
term health of the economy and the stock  market.  Unfortunately,  "Mr.  Market"
often does not like to take his medicine and  additional Fed interest rate hikes
and higher bond yields are not likely to improve his mood. So, even though third
quarter corporate earnings are likely to be quite strong, price/earnings ("P/E")
multiples (a function of investor psychology and interest rates) may continue to
contract, sending stocks even lower. The good news in this scenario would be the
return of Ben Graham's "margin of safety" to the market.

     If the domestic  economy begins to decelerate in the fourth quarter and the
Fed  declares a  monetary  cease-fire,  "Mr.  Market"  may be in a better  mood.
Although P/E multiples are not likely to expand,  they may  stabilize,  allowing
earnings to rally stocks.  However,  with equity  valuations still at relatively
lofty levels, advances will engender additional speculative risks.

THE DOLLAR IN LIMBO--HOW LOW CAN IT GO?

     As we write,  the dollar has hit a four-year  low against the yen.  This is
another good news/bad news situation.  A cheaper dollar benefits U.S.  exporters
and  ultimately  would help reduce  trade  deficits,  which have been running at
extraordinarily  high levels. It also bolsters dollar denominated  earnings from
the international operations of U.S. companies. However, over the short term, it
actually increases dollar calculated trade deficits. Perhaps most importantly, a
lower dollar is potentially inflationary, because the


                                       3
<PAGE>


prices of imported  products that U.S.  consumers  treasure will move higher. If
the American  consumer is willing to pay these higher prices for Toyota cars and
trucks,  Sony big  screen  televisions,  and Sega video  games,  it will soon be
reflected  in the  Consumer  Price  Index  ("CPI").  This  leads  us to  another
important question...

WILL FATIGUE HIT THE AMERICAN CONSUMER?

     High  employment  and the  "wealth  effect" of a rising  housing  and stock
market  have buoyed  consumer  confidence.  Discretionary  income has risen as a
result of depressed energy prices,  low mortgage rates, and rising wages. If the
domestic  economy does slow down,  consumers may become more concerned about job
security.  When investors  receive third quarter  statements from their brokers,
money managers and mutual funds, they will realize that their net worth has been
trimmed.  Americans  are  paying  more at the pump for  gasoline  and their home
heating bills will be significantly  higher this winter.  Variable rate mortgage
payments will increase and new fixed rate  mortgages are higher.  So,  consumers
will not be able to raise  spending money by leveraging  real estate  assets--no
more "take the home  mortgage  from  $100,000 to $150,000  with the same monthly
payments and pocket the difference". As aforementioned,  the prices for imported
goods are increasing.  Will all this be enough to cause the American consumer to
tighten the purse strings?  Or, will a significant tax cut--the  Republicans are
running on the "3 Fs"  (Faith,  Finances,  and  Family)--embolden  the  American
consumer and keep the economic wheels moving here and abroad?

THIS QUARTER'S SCORECARD

     The ABC Fund's  portfolio  batting  average was over .500 this  quarter,  a
respectable  showing  in a weak  market.  Many of our hits came  from  arbitrage
investments.  One, United Water Resources ("UWR"),  was a home run. UWR returned
32% for the quarter. On the whole, however, most were not home runs--that is not
the idea behind  arbitrage  investing.  The portfolio is full of infield singles
that  helped us score some runs and  produce a  positive  return.  Cilcorp,  New
England Electric System and Thermo Power Corp.,  each a utility  arbitrage play,
all singled in runs with returns of 3.70%, 3.49% and 3.28%.

     The scorecard was not perfect, however. A few of the Fund's arbitrage plays
looked as if they needed a pinch hitter, most notably Nalco Chemical,  Southwest
Gas, and  O'Sullivan  Industries  Holdings  (with  declines of 2.65%,  5.90% and
11.76%,  respectively).  The manager  decided to stay with the  veterans  and it
appears that they might be beginning to climb out of their respective slumps.

     Since  arbitrage plays a major role in our portfolio  strategy,  we want to
share  excerpts  from an  article  we  prepared  for CIGAR  AFICIONADO  magazine
discussing what we believe is now a very exciting investment subject.

RISK ARBITRAGE--HOW TO PROFIT FROM "THE THIRD WAVE OF TAKEOVERS"TM

WE ARE IN THE MIDST OF THE THIRD  GREAT WAVE OF MERGERS AND  ACQUISITIONS  SINCE
WORLD WAR II.

     The first wave swelled in the 1960s, with  conglomerators  like LTV's Jimmy
Ling,  Gulf &  Western's  Charles  Bluhdorn,  and ITT's  Harold  Geneen  merging
companies in non-related industries. They did so in


                                       4
<PAGE>


an attempt to produce more consistent  earnings growth through the ups and downs
of the business  cycle.  The second major wave of takeovers  began in the 1980s,
when financial engineers including leveraged buyout firms like Kohlberg,  Kravis
& Roberts,  and corporate raiders like T. Boone Pickens used junk debt to gobble
up undervalued  companies and then dismember them for a profit. This second wave
broke as  financially  unrealistic  deals  like the  proposed  leveraged  buyout
("LBO") of United Airlines fell apart, the junk bond market  collapsed,  and the
House  of  Drexel  disintegrated  under  the  weight  of a  government  criminal
investigation.

     The  third  great  wave of  mergers  and  acquisitions  is being  driven by
consolidators--companies  in a wide range of industries  buying  competitors  in
order to extend  their  franchises,  trim costs and increase  profitability.  We
trace the  beginning of this wave to March 14, 1994,  when much admired  General
Electric  Chairman Jack Welch  launched a hostile bid to buy Kemper  Insurance -
signaling that deals were once again respectable.  This Third Wave will continue
to gain momentum as companies  worldwide  jockey for market position and profits
in the increasingly competitive global economy.


THERE  ARE TWO WAYS  INVESTORS  CAN TAKE  ADVANTAGE  OF MERGER  AND  ACQUISITION
ACTIVITY.

     The first is buying public shares of likely takeover  candidates before the
"deal" is announced.  Gabelli Asset Management's  ability to identify industries
ripe for consolidation and our focus on undervalued  companies has resulted in a
long list of portfolio holdings being taken over at substantial  premiums to our
purchase  prices.  The  second  (and much less  known)  method is  through  risk
arbitrage.  It  would  take a book  to  detail  all  the  complexities  of  risk
arbitrage.  In this article, I'll provide the basics, and more importantly,  the
reasons why I believe risk arbitrage is such a compelling investment strategy.

     Simply  stated,  risk  arbitrage is  investing  in a merger or  acquisition
target after the deal has been  announced and  pocketing the spread  between the
trading  price of the target  company  following the  announcement  and the deal
price  upon  closing.  This  spread is  usually  relatively  narrow--offering  a
somewhat  modest nominal total return.  However,  since deals generally close in
much less than a year's time,  this modest total return  translates  into a much
more attractive annualized return.

     The following is a very basic risk arbitrage investment. On March 22, 1999,
the NYSE-listed  First Data Corp.  announced it would pay $25.50 in cash for all
the remaining  publicly owned shares of Paymentech,  Inc.  (52.5% of the company
would continue to be owned by Bank One, which has a merchant processing alliance
with First Data).  The deal was expected to close within four months.  Following
the  announcement,  we were able to purchase  Paymentech  shares for $24.02 (the
trading  price of $24 per share on the day the deal was  announced  plus 2 cents
per share in  commissions).  The spread between our purchase price and the value
of the stock upon closing was 6.2%. The deal closed on July 27, 1999, generating
an annualized return of 18.5%.

     This particular  arbitrage worked out very well for us. We were able to buy
Paymentech shares at a good discount to the final transaction price and the deal
closed  on  schedule.  Not  all  arb  investments  produce  such  an  attractive
annualized return. However,  arbitrage portfolios have posted annualized returns
in the low to mid teens in the 1990s.


                                       5
<PAGE>


     The  great  advantage  of risk  arbitrage  is that it is  largely  a market
neutral  strategy--deals  get done in good  markets  and  bad--that  can deliver
consistent returns even in volatile markets.

     Because  a  conservatively   managed  risk  arbitrage   portfolio  produces
consistent  gains,  the financial  magic of  compounding  works  strongly in its
favor. Let me offer two examples of the power of compounding returns.

     Once upon a time,  there was a king in a far away  land.  In order to repay
the local sage for saving his  daughter's  life,  the king  offered the sage any
reward he wished.  The sage asked for what appeared to be a modest  stipend--one
grain of rice - the  amount to be doubled  each day for 31 days.  The sage would
receive one grain of rice that day, two the next,  four the next, and so on. The
king thought nothing of giving away a few grains of rice on a daily basis.  But,
it was only a matter of weeks  before  the king's  granaries  were empty and the
sage had become the richest man in the land.  After only one month, the king was
paying  the sage over 1  billion  grains  of rice a day.  In 31 days,  one grain
became one billion through the magic of compounding.

     The  purchase  of  Manhattan  Island from the Indians for just $24 worth of
beads is generally  considered one of the greatest  investments in history.  The
estimated value of all the real estate in Manhattan today is around $10 trillion
dollars. Amazingly, this equates to an annualized compounded return of just 7.4%
in the 375 years since the deal was done.

     Of course,  arbitrage  investments  don't compound at 100% daily,  and most
investors' time horizons are much shorter than the 375 years it took to make the
purchase of Manhattan  look like such a great deal.  But consider the  following
hypothetical  scenario.  Alice and Bob both  invest $1 million  of their  401(k)
money in the year 2000.  Alice puts her money in a risk arbitrage fund that ends
up  returning  12% each  year for the next ten  years.  Bob puts his money in an
aggressive equity fund that gains 20% in eight of the ten years, but is down 20%
in year one and year six. In 2010, Alice has $3.1 million compared to Bob's $2.7
million,  despite the fact that Bob's returns were almost double Alice's returns
in eight of the ten years.

     Are we shortchanging Bob in this scenario?  After all, the stock market has
had only one down year in the last 10,  and over that time  period,  the S&P 500
has posted an average  annual gain of 20%. True enough.  However,  the long term
average  annualized return from stocks is just over 11%, and I suggest that over
the next ten years,  equities  returns will more  closely  resemble the historic
norms. I would also opine that these returns will be accompanied by considerable
volatility--yes,  major  corrections  and perhaps a full scale bear market.  Are
Alice's  arb fund  returns  realistic?  Remember,  risk  arbitrage  returns  are
impacted  by deal flow,  not the  direction  of the stock  market.  If deal flow
continues to be as robust as we  anticipate  over the next ten years,  arb funds
have the potential to deliver consistent annual returns in the low to mid teens.
So, this hypothetical scenario may prove remarkably accurate.

AT THIS JUNCTURE, YOU MAY BE WONDERING WHERE IS THE RISK IN RISK ARBITRAGE?

     The biggest  risk in risk  arbitrage  is that  announced  deals will not be
consummated and that the stock of the company to be acquired will sink following
a bust up in the deal. In fact, in virtually  every  individual  risk  arbitrage
investment, upside potential is dwarfed by downside risk. One old time pundit


                                       6
<PAGE>


said it best ...  "arbitrage is the only business we know where you risk dollars
to make  nickels." The second biggest risk is that the deal may take much longer
to close than first  anticipated,  turning an attractive  annualized gain into a
much more modest return.

     Deals do break for a variety of reasons and a busted deal generally means a
big loss.  However,  during this third  great wave of mergers and  acquisitions,
96.5% of all announced  deals have been  consummated.  That puts the odds in the
arbritrageur's favor, particularly if he or she knows how to analyze a deal in a
manner that helps avoid most if not all the inevitable  potholes.  An adequately
diversified  arbitrage  portfolio is a must. A  diversified  arb  portfolio  can
withstand  the large  loss  from a broken  deal and still  generate  a  positive
return. Regarding the timing issue, deals do get stretched out, but provided one
is not investing with leverage or having to bear the cost of a short position in
a stock swap deal,  this  generally  results in a more modest gain rather than a
loss. Due to the complexities of most deals and because broad diversification is
absolutely   essential,   in  my  opinion,   risk  arbitrage  is  best  left  to
organizations  with  research and trading  expertise  and  sufficient  assets to
support a fully diversified arb portfolio.

     But,  just  because you can't do it at home,  doesn't  mean that  investors
shouldn't take  advantage of this  relatively low risk strategy to create wealth
through  the  magic  of  compounding  returns.   There  are  numerous  arbitrage
partnerships open to individual investors.

     So, when the next deal is  announced,  remember it is still not too late to
buy and earn an attractive return on your investment.

LET'S TALK STOCKS

     The  following  are  stock  specifics  on  selected  holdings  of our Fund.
Favorable  earnings  prospects do not  necessarily  translate  into higher stock
prices,  but they do express a positive trend which we believe will develop over
time.

CILCORP INC. (CER - $64.8125 - NYSE), an Illinois utility company,  agreed to be
acquired by AES Corp. (AES - $59.00 - NYSE) for $1.3 billion in cash and assumed
debt, as the largest U.S. power-plant developer expands into the growing Midwest
electricity  market.  The offer is valued at $65 per share.  The  acquisition is
expected to be completed by mid-November.  Illinois's electric deregulation law,
which took effect last August,  will make it easier for AES to improve Cilcorp's
returns.  AES was  attracted  to CER because it is the lowest  cost  electricity
producer in Illinois and has been more willing to embrace  competition than many
other utilities.  Central Illinois Light, Cilcorp's main subsidiary, sells power
and natural gas to about 250,000 electric utility  customers in the central part
of the state.

FURON CO. (FCY - $24.93175  - NYSE),  a leading  designer  and  manufacturer  of
highly  engineered  products,  will be acquired  by  Compagnie  de  Saint-Gobain
through a $25.50 per share cash tender offer.  The tender is scheduled to expire
in the third quarter.  Saint-Gobain,  the world's top  glassmaker,  is expanding
into plastics with its purchase of Furon as companies are more frequently  using
plastics to replace materials such as glass and metals.


                                       7
<PAGE>


LONE STAR  INDUSTRIES  INC.  (LCE - $49.875 - NYSE),  the  U.S.'s  third-largest
publicly  held cement  company,  agreed to be acquired by  Germany's  number two
cement  company,  Dyckerhoff  AG,  for $1.2  billion in cash and  assumed  debt.
Dyckerhoff  will pay $50.00 per share for each share of LCE.  The deal will take
place in the form of a cash tender  offer.  The deal is expected to close in the
fourth  quarter of 1999.  Dyckerhoff  is turning to the strong $7.5 billion U.S.
construction  market which is benefiting from a robust domestic economy.  As the
U.S.  government  plans to spend up to $216  billion for new roads and  highways
through 2003, mergers in this industry are expected to continue at a rapid pace.

NALCO  CHEMICAL CO. (NLC - $50.50 - NYSE)  signed a  definitive  agreement to be
acquired by Suez  Lyonnaise  des Eaux for $4.5  billion,  or $53.00 per share in
cash.  Headquartered  in Naperville,  Illinois,  Nalco operates in more than 120
countries  and is the  world's  largest  producer  of  specialty  chemicals  and
services for water and industrial process treatment. Nalco is Suez's second U.S.
acquisition this year, and follows  Vivendi's March agreement to buy U.S. Filter
for $7.9 billion.  Suez has the largest  number of customers in the $500 billion
worldwide market for water and waste  treatment,  but Vivendi has a larger sales
volume.

NIELSEN MEDIA  RESEARCH  INC.  (NMR - $37.1875 - NYSE),  the leader in measuring
television  audiences,  agreed to be acquired by Dutch publishing company VNU NV
for $2.7 billion in cash and debt.  VNU, whose  publications  include  BILLBOARD
magazine and the HOLLYWOOD REPORTER,  will pay $37.75 per share in a cash tender
offer and assume $200  million in debt.  The Dutch  company  has been  acquiring
marketing  businesses,  which are more profitable than consumer publications and
less vulnerable to swings in economic  cycles.  The deal is expected to close in
the fourth quarter of 1999, and is subject to regulatory approval. While the two
companies  have a small  overlap  in the  advertising  information  market,  the
overlap is not expected to impede the close of the deal.

SOUTHWEST  GAS CORP.  (SWX - $26.9375 - NYSE) is a natural gas utility  based in
Las  Vegas,  providing  natural  gas  service to over 1.2  million  residential,
commercial  and  industrial  customers in one of the most  economically  vibrant
areas of the  United  States:  Arizona,  Nevada  and parts of  northeastern  and
southeastern  California.  Southwest is the nation's fastest growing natural gas
distribution  company.  Southwest Gas' board of directors has approved a revised
offer from Oneok Inc.  (OKE - $30.3125 - NYSE) to purchase all  outstanding  SWX
shares for $30.00 per share in cash, valuing Southwest Gas at approximately $1.8
billion,  including assumed debt.  Regulatory  approvals from the Nevada PUC and
the Arizona ACC have been obtained.

THERMO  POWER CORP.  (THP - $11.8125 - AMEX)  announced  it has  entered  into a
definitive  agreement to merge with its parent  company,  Thermo Electron (TMO -
$13.4375 - NYSE). Under terms of the agreement,  Thermo Electron will pay $12.00
per share in cash for the 20% of Thermo  Power it does not  currently  own.  The
terms of the merger  agreement were negotiated by a special  committee who hired
an  investment  banker  to  evaluate  Thermo  Electron's  merger  proposal.  The
transaction is expected to be completed during the third quarter of 1999.

UNITED WATER RESOURCES INC. (UWR - $32.625 - NYSE) announced that Suez Lyonnaise
des Eaux SA will buy the  two-thirds of the company that they do not already own
for $1.8  billion in cash and  assumed  debt.  Suez will pay $35.00 per share in
cash and will assume $800 million in debt and preferred  stock of UWR, the No. 2
U.S. water company.  United Water provides water and sewer treatment services to
7.5 million


                                       8
<PAGE>


people in 19 states. Upon completion of the UWR acquisition, Suez Lyonnaise will
have  worldwide  water and  wastewater  revenues of more than $7.4 billion.  The
transaction is expected to close in the first half of 2000.

MINIMUM INITIAL INVESTMENT - $1,000

     The Fund's  minimum  initial  investment  for both  regular and  retirement
accounts is $1,000.  There are no  subsequent  investment  minimums.  No initial
minimum  is  required  for those  establishing  an  Automatic  Investment  Plan.
Additionally, The Gabelli ABC Fund and other Gabelli Funds are available through
the no-transaction fee programs at many major discount brokerage firms.

IN CONCLUSION

     During a quarter in which the stock market indices  declined  sharply,  the
ABC Fund  delivered a modest return.  Our strategy of minimizing  portfolio risk
through  arbitrage  investing and maintaining  cash reserves during  challenging
markets  effectively  preserved  assets  during  this  difficult  period.  Going
forward, we continue to strive to maximize returns while minimizing market risk.

     The Fund's daily net asset value is available  in the  financial  press and
each   evening   after  6:00  PM   (Eastern   Time)  by  calling   1-800-GABELLI
(1-800-422-3554).  The Fund's Nasdaq symbol is GABCX.  Please call us during the
business day for further information.


                                   Sincerely,

                                   /s/ Mario J. Gabelli

                                   MARIO J. GABELLI, CFA
                                   Portfolio Manager and
                                   Chief Investment Officer

October 25, 1999

   --------------------------------------------------------------------------
                                TOP TEN HOLDINGS
                               SEPTEMBER 30, 1999
                               ------------------

    Lone Star Industries Inc.                Wicor Inc.
    Nielsen Media Research Inc.              CommNet Cellular Inc.
    Nalco Chemical Co.                       Thermo Power Corp.
    Cilcorp Inc.                             Southwest Gas Corp.
    Furon Co.                                United Water Resources Inc.

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

NOTE: The views expressed in this report reflect those of the portfolio manager,
only through the end of the period stated in this report.  The  manager's  views
are subject to change at any time based on market and other conditions.


                                       9
<PAGE>


THE GAMBELLI ABC FUND
PORTFOLIO OF INVESTMENTS -- SEPTEMBER 30, 1999 (UNAUDITED)
===============================================================================
                                                                      MARKET
   SHARES                                                             VALUE
   ------                                                             -----


              COMMON STOCKS -- 58.1%
              Automotive: Parts and Accessories -- 0.4%
      12,000  Federal-Mogul Corp. ................................  $   330,750
                                                                    -----------
              AVIATION: PARTS AND SERVICES -- 0.9%
      25,000  Aviall Inc.+ .......................................      256,250
      18,000  Fairchild Corp., Cl. A+ ............................      184,500
       7,000  Hi-Shear Industries Inc.+ ..........................       18,047
      22,000  Kaman Corp., Cl. A .................................      280,500
                                                                    -----------
                                                                        739,297
                                                                    -----------
              BROADCASTING -- 0.2%
       1,000  Salem Communications Corp., Cl. A+ .................       25,500
       2,500  Liberty Corp. ......................................      115,938
                                                                    -----------
                                                                        141,438
                                                                    -----------
              BUILDING AND CONSTRUCTION -- 9.0%
     150,000  Lone Star Industries Inc. ..........................    7,481,250
                                                                    -----------
              BUSINESS SERVICES -- 7.6%
       2,580  Fisher Scientific International Inc.+ ..............       55,470
      16,000  National Processing Inc. ...........................      144,000
     165,000  Nielsen Media Research Inc. ........................    6,135,937
       2,580  ProcureNet Inc.+ ...................................          387
                                                                    -----------
                                                                      6,335,794
                                                                    -----------
              COMMUNICATIONS EQUIPMENT -- 0.1%
       5,000  Dynatech Corp.+ ....................................       25,000
       1,000  L - 3 Communications Holdings Inc.+ ................       37,750
                                                                    -----------
                                                                         62,750
                                                                    -----------
              COMPUTER SOFTWARE AND SERVICES -- 0.0%
       1,938  DecisionOne Holdings Corp.+ ........................        1,090
                                                                    -----------
              CONSUMER PRODUCTS -- 0.7%
      12,500  Carter-Wallace Inc. ................................      223,438
       1,000  General Housewares Corp. ...........................       28,062
      28,442  Syratech Corp.+ ....................................      312,862
                                                                     ----------
                                                                        564,362
                                                                    -----------
              DIVERSIFIED INDUSTRIAL -- 5.4%
       6,000  Ampco-Pittsburgh Corp. .............................       81,000
     100,000  Furon Co. ..........................................    2,493,750
      11,000  Katy Industries Inc. ...............................      132,000
     150,000  Thermo Power Corp.+ ................................    1,771,875
       4,000  WHX Corp.+ .........................................       40,000
                                                                    -----------
                                                                      4,518,625
                                                                    -----------
              ELECTRONICS -- 0.3%
      10,000  UCAR International Inc.+ ...........................      228,125
                                                                    -----------
              ENERGY AND UTILITIES -- 15.0%
      20,000  AGL Resources Inc. .................................      325,000
      20,000  Aquarion Co. .......................................      717,500
      75,000  Cilcorp Inc. .......................................    4,860,938
      30,603  Citizens Utilities Co., Cl. B+ .....................      346,196
       2,000  Devon Energy Corp. .................................       82,875
      50,000  El Paso Electric Co.+ ..............................      450,000
      10,000  Florida Progress Corp. .............................      462,500
      22,000  Florida Public Utilities Co. .......................      404,250
       8,000  New England Electric System ........................      415,000
       2,500  Piedmont Natural Gas Co. ...........................       75,781
       1,000  Public Service Co. of North Carolina ...............       31,000
      40,000  Southwest Gas Corp. ................................    1,077,500
       5,000  St. Joseph Light & Power Co. .......................      103,125
      30,000  United Water Resources Inc. ........................      978,750
      75,000  Wicor Inc. .........................................    2,179,688
                                                                     ----------
                                                                     12,510,103
                                                                    -----------
              ENTERTAINMENT -- 0.8%
       9,000  Fisher Companies Inc. ..............................      535,500
       1,000  Liberty Media Group, Cl. A+ ........................       37,125
      12,000  Topps Co. Inc.+ ....................................       90,000
                                                                    -----------
                                                                        662,625
                                                                    -----------
              ENVIRONMENTAL SERVICES -- 0.3%
      10,000  Superior Services Inc.+ ............................      268,594
                                                                    -----------
              EQUIPMENT AND SUPPLIES -- 0.4%
       4,500  Amphenol Corp., Cl. A+ .............................      223,031
       1,000  Case Corp. .........................................       49,813
       6,674  Juno Lighting Inc. .................................       79,671
                                                                    -----------
                                                                        352,515
                                                                    -----------
              FINANCIAL SERVICES -- 2.8%
      31,900  Argonaut Group Inc. ................................      801,487
       5,000  Leucadia National Corp.+ ...........................      105,000
      22,500  Life USA Holdings Inc. .............................      464,063
      15,000  Orion Capital Corp. ................................      710,625
       5,000  Pioneer Group Inc.+ ................................       75,000
       7,000  Terra Nova (Bermuda) Holdings Ltd., Cl. A ..........      223,562
                                                                    -----------
                                                                      2,379,737
                                                                    -----------
              FOOD AND BEVERAGE -- 0.2%
      30,000  Advantica Restaurant Group Inc.+ ...................       90,938
       3,000  Whitman Corp. ......................................       42,750
                                                                    -----------
                                                                        133,688
                                                                    -----------
              HEALTH CARE -- 0.2%
       4,500  Life Technologies Inc. .............................      184,500
                                                                    -----------
              HOME FURNISHINGS -- 0.4%
     320,000  Carlyle Industries Inc.+ ...........................      260,000
       8,000  O'Sullivan Industries Holdings Inc.+ ...............      120,000
                                                                    -----------
                                                                        380,000
                                                                    -----------
              HOTELS AND GAMING -- 0.0%
       2,500  Boca Resorts Inc., Cl. A+ ..........................       26,250
                                                                    -----------
              METALS AND MINING -- 0.0%
      10,000  Royal Oak Mines Inc.+ ..............................          408
                                                                    -----------
              PUBLISHING -- 0.3%
      15,000  Penton Media Inc. ..................................      243,750
                                                                    -----------
              REAL ESTATE -- 1.2%
      70,000  Catellus Development Corp.+ ........................      822,500
      20,000  Griffin Land & Nurseries Inc.+ .....................      216,250
                                                                    -----------
                                                                      1,038,750
                                                                    -----------


                                      10
<PAGE>
                                                                      MARKET
   SHARES                                                             VALUE
   ------                                                             -----

              COMMON STOCKS (CONTINUED)
              Real Estate Investment Trusts -- 0.7%
      50,000  Imperial Credit Commercial Mortgage
                Investment Corp. .................................   $  550,000
                                                                    ------------
              RETAIL -- 1.2%
     120,000  Bruno's Inc.+ ......................................       31,200
      13,000  Hannaford Bros. Co. ................................      915,687
       8,000  Lillian Vernon Corp. ...............................      100,000
                                                                    -----------
                                                                      1,046,887
                                                                    -----------
              SPECIALTY CHEMICALS -- 7.1%
       6,000  Bush Boake Allen Inc.+ .............................      158,250
     115,000  Nalco Chemical Co. .................................    5,807,500
                                                                    -----------
                                                                      5,965,750
                                                                    -----------
              TELECOMMUNICATIONS -- 0.5%
      11,000  Rogers Communications Inc., Cl. B+ .................      184,938
       9,000  Shenandoah Telecommunications Co. ..................      198,000
                                                                    -----------
                                                                        382,938
                                                                    -----------
              WIRELESS COMMUNICATIONS -- 2.4%
       2,000  American Tower Corp., Cl. A+ .......................       39,125
      60,500  CommNet Cellular Inc.+ .............................    1,894,406
       1,000  Rural Cellular Corp., Cl. A+ .......................       45,875
                                                                    -----------
                                                                      1,979,406
                                                                    -----------
              TOTAL COMMON STOCKS ................................   48,509,382
                                                                    -----------

              PREFERRED STOCKS -- 2.1%
              DIVERSIFIED INDUSTRIAL -- 0.7%
      11,000  WHX Corp., Pfd., Ser. A ............................      415,938
       6,000  WHX Corp., Pfd., Ser. B ............................      200,625
                                                                    -----------
                                                                        616,563
                                                                    -----------
              TELECOMMUNICATIONS -- 1.4%
       4,000  Citizens Utilities Co.,
                5.00% Cv. Pfd. ...................................      199,000
      12,000  Sprint Corp.,
                8.25% Cv. Pfd. ...................................      940,500
           ------------
                                                                      1,139,500
                                                                    -----------
              TOTAL PREFERRED STOCKS .............................    1,756,063
                                                                    -----------



    PRINCIPAL                                                          MARKET
     AMOUNT                                                            VALUE
     ------                                                            -----

              CORPORATE BONDS -- 0.0%
              RETAIL -- 0.0%
$    200,000  RDM Sports Group Inc., Cv.
                8.00%, 08/15/03 ..................................   $   18,000
                                                                    -----------
              Transportation -- 0.0%
     850,000  Builders Transport Inc., Cv. 6.50%, 05/01/11 .......       12,750
                                                                    -----------
              TOTAL CORPORATE BONDS ..............................       30,750
                                                                    -----------

              U.S. GOVERNMENT OBLIGATIONS -- 26.9%
  22,572,000  U.S. Treasury Bills,
                4.46% to 4.86%++,
                due 10/14/99 to 12/09/99 .........................   22,470,247
                                                                    -----------
              TOTAL INVESTMENTS -- 87.1%
                (Cost $73,480,503) ...............................   72,766,442

              OTHER ASSETS AND
                LIABILITIES (NET)-- 12.9% ........................   10,739,592
                                                                    -----------
              NET ASSETS -- 100.0%
                (8,178,180 shares outstanding) ...................  $83,506,034
                                                                    ===========

              NET ASSET VALUE,
                OFFERING AND REDEMPTION
                PRICE PER SHARE ..................................      $ 10.21
                                                                        =======

 ----------------
+     Non-income producing security.
++   Represents annualized yield at date of purchase.

                                      11
<PAGE>

                              THE GABELLI ABC FUND
                              One Corporate Center
                            Rye, New York 10580-1434
                                  1-800-GABELLI
                                [1-800-422-3554]
                               FAX: 1-914-921-5118
                            e-mail: [email protected]
                             http://www.gabelli.com
                (Net Asset Value may be obtained daily by calling
                         1-800-GABELLI after 6:00 P.M.)

                               BOARD OF DIRECTORS

Mario J. Gabelli, CFA
CHAIRMAN AND CHIEF
INVESTMENT OFFICER
GABELLI ASSET MANAGEMENT INC.

Anthony J. Colavita
ATTORNEY-AT-LAW
ANTHONY J. COLAVITA, P.C.

Vincent D. Enright
FORMER SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
KEYSPAN ENERGY CORP.

Karl Otto Pshl
FORMER PRESIDENT
DEUTSCHE BUNDESBANK


Werner J. Roeder, MD
MEDICAL DIRECTOR
LAWRENCE HOSPITAL



                                   OFFICERS

Mario J. Gabelli, CFA
PRESIDENT AND CHIEF
INVESTMENT OFFICER

James E. McKee
SECRETARY


Bruce N. Alpert
VICE PRESIDENT
AND TREASURER


                                  DISTRIBUTOR
                            Gabelli & Company, Inc.

                  CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
                       State Street Bank and Trust Company

                                 LEGAL COUNSEL
                    Skadden, Arps, Slate, Meagher & Flom LLP



- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli ABC Fund. It is not authorized for distribution to prospective investors
unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------

GAB408Q399SR


                          [PHOTO OF MARIO J. GABELLI]



THE
GABELLI
ABC
FUND




                                                           THIRD QUARTER REPORT
                                                             SEPTEMBER 30, 1999


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