Gabelli Small Cap Growth Fund (GABSX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-06367

Gabelli Equity Series Funds, Inc.

(Exact name of registrant as specified in charter)

One Corporate Center
Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422

(Name and address of agent for service)

registrant’s telephone number, including area code: 1-800-422-3554

Date of fiscal year end: September 30

Date of reporting period: September 30, 2009

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The Gabelli Small Cap Growth Fund

Annual Report (a)
September 30, 2009

To Our Shareholders,

     The Gabelli Small Cap Growth Fund’s (the “Fund”) (Class AAA) total return was (1.7)% for the year ended September 30, 2009, compared with (9.6)% for the Russell 2000 Index and 12.6% for the Value Line Composite Index.

     Enclosed are the investment portfolio and financial statements as of September 30, 2009.

Comparative Results

Average Annual Returns through September 30, 2009 (a)(b)

																						Since
				Year to																		Inception
	Quarter			Date			1 Year			3 Year			5 Year			10 Year			15 Year			(10/22/91)
Gabelli Small Cap Growth Fund Class AAA		16.99	%		25.82	%		(1.70	)%		1.03	%		6.25	%		9.08	%		10.76	%		12.55	%
Russell 2000 Index		19.28			22.43			(9.55	)		(4.57	)		2.41			4.88			7.33			8.45
Value Line Composite Index		25.36			76.31			12.62			1.68			6.40			8.38			10.77			11.27
Class A		16.99			25.76			(1.63	)		1.03			6.24			9.08			10.77			12.55
		10.26	(c)		18.53	(c)		(7.28	)(c)		(0.95	)(c)		4.99	(c)		8.43	(c)		10.33	(c)		12.18	(c)
Class B		16.79			25.12			(2.43	)		0.27			5.46			8.61			10.45			12.29
		11.79	(d)		20.12	(d)		(7.31	)(d)		(0.73	)(d)		5.13	(d)		8.61			10.45			12.29
Class C		16.79			25.12			(2.40	)		0.28			5.46			8.61			10.46			12.29
		15.79	(e)		24.12	(e)		(3.37	)(e)		0.28			5.46			8.61			10.46			12.29
Class I		17.06			26.04			(1.43	)		1.15			6.32			9.12			10.80			12.58

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.45%, 1.45%, 2.20%, 2.20%, and 1.20%, respectively. Class AAA and I Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively. See page 15 for the expense ratios for the year ended September 30, 2009.

(a)	The Fund’s fiscal year ends September 30.
(b)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of distributions and are net of expenses. 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. Performance returns for periods of less than one year are not annualized. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.
	The Class AAA Share net asset values (“NAVs”) per share are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares, and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance for the Class B Shares and Class C Shares would have been lower and Class I Shares would have been higher due to the differences in expenses associated with these classes of shares. Investing in small capitalization securities involves special risks because these securities may trade less frequently and experience more abrupt price movements than large capitalization securities. The Russell 2000 Index of small U.S. companies and the Value Line Composite Index (composed of equally weighted positions in every stock covered in the Value Line Investment Survey) are unmanaged indicators of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(c)	Includes the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Performance results include the deferred sales charges for the Class B Shares upon redemption at the end of the quarter, year to date, one year, three year, and five year periods of 5%, 5%, 5%, 3%, and 2%, respectively, of the Fund’s NAV per share at the time of purchase or sale, whichever is lower. Class B Shares are not available for new purchases.
(e)	Performance results include the deferred sales charges for the Class C Shares upon redemption at the end of the quarter, year to date, and one year periods of 1% of the Fund’s NAV per share at the time of purchase or sale, whichever is lower.

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds.

Performance Discussion

     For the twelve months ended September 30, 2009, the Fund’s Class AAA Shares declined 1.7%, versus a decrease of 9.6% in the Russell 2000 Index.

     Stocks around the world rose during the third calendar quarter as expectations for an economic recovery improved. After coming to a virtual halt in September 2008, economic activity appears to have stabilized. Unprecedented globally coordinated fiscal and monetary stimulus programs have rekindled an appetite for risk and investment. Corporate profits, cushioned in the second calendar quarter by aggressive cost cutting, should benefit from signs of real increases in demand.

     Among some of the better performing stocks for the fiscal year ended September 30, 2009 were: the Fund’s largest holding, O’Reilly Automotive Inc. (1.4% of net assets as of September 30, 2009), Flowserve Corp. (1.3%), Waddell & Reed Financial Inc. (0.9%), and Greif Inc. (0.8%).

     Some of our weaker performing stocks during the year were: Ingles Markets Inc. (0.6%), Zep Inc. (0.6%),and The Gorman-Rupp Co. (0.6%).

     We believe that a reinvigorated mergers and acquisitions market would support our Private Market Value (“PMV”) with a Catalyst^® investment approach. First and foremost, we select stocks based on their fundamentals. We seek an adequate margin of safety and one or more catalysts that can surface the intrinsic value of a security. To the extent that a takeover provides that catalyst, it adds an extra element of return to the portfolio.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE GABELLI SMALL CAP GROWTH FUND CLASS AAA,
THE RUSSELL 2000 INDEX, AND THE S&P 500 INDEX

2

The Gabelli Small Cap Growth Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from April 1, 2009 through September 30, 2009	Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2009.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	04/01/09		09/30/09		Ratio			Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA		$1,000.00	$	1,410.80		1.45	%	$	8.76
Class A		$1,000.00	$	1,410.00		1.45	%	$	8.76
Class B		$1,000.00	$	1,405.10		2.19	%	$	13.20
Class C		$1,000.00	$	1,405.10		2.20	%	$	13.26
Class I		$1,000.00	$	1,412.70		1.21	%	$	7.32
Hypothetical 5% Return
Class AAA		$1,000.00	$	1,017.80		1.45	%	$	7.33
Class A		$1,000.00	$	1,017.80		1.45	%	$	7.33
Class B		$1,000.00	$	1,014.09		2.19	%	$	11.06
Class C		$1,000.00	$	1,014.04		2.20	%	$	11.11
Class I		$1,000.00	$	1,019.00		1.21	%	$	6.12

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2009:

The Gabelli Small Cap Growth Fund

U.S. Government Obligations	17.4	%
Equipment and Supplies	9.5	%
Health Care	6.9	%
Diversified Industrial	6.4	%
Food and Beverage	6.3	%
Energy and Utilities	5.9	%
Financial Services	4.9	%
Automotive: Parts and Accessories	4.3	%
Business Services	4.1	%
Specialty Chemicals	4.0	%
Retail	3.8	%
Aviation: Parts and Services	2.9	%
Hotels and Gaming	2.4	%
Electronics	1.9	%
Computer Software and Services	1.9	%
Consumer Products	1.8	%
Telecommunications	1.6	%
Cable	1.5	%
Wireless Communications	1.4	%
Entertainment	1.3	%
Publishing	1.2	%
Real Estate	1.2	%
Machinery	0.9	%
Communications Equipment	0.9	%
Consumer Services	0.7	%
Environmental Services	0.7	%
Closed-End Funds	0.6	%
Educational Services	0.6	%
Transportation	0.5	%
Manufactured Housing and Recreational Vehicles	0.5	%
Aerospace	0.5	%
Metals and Mining	0.5	%
Broadcasting	0.5	%
Automotive	0.1	%
Home Furnishings	0.1	%
Building and Construction	0.1	%
Paper and Forest Products	0.1	%
Closed-End Business Development Company	0.1	%
Agriculture	0.0	%
Other Assets and Liabilities (Net)	0.0	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2009. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Small Cap Growth Fund
Schedule of Investments — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS — 82.5%
		Aerospace — 0.5%
	239,000	Herley Industries Inc.†	$	3,628,919	$	3,118,950
	88,000	Rockwell Automation Inc.		2,225,119		3,748,800
				5,854,038		6,867,750
		Agriculture — 0.0%
	11,000	Cadiz Inc.†		82,094		128,700
	3,500	The Mosaic Co.		74,541		168,245
				156,635		296,945
		Automotive — 0.1%
	55,000	Navistar International Corp.†		1,393,962		2,058,100
		Automotive: Parts and Accessories — 4.2%
	1,000	BERU AG		106,336		111,201
	155,000	BorgWarner Inc.		1,761,849		4,690,300
	72,022	China Automotive Systems Inc.†		350,864		669,084
	750,000	Dana Holding Corp.†		4,067,233		5,107,500
	330,000	Midas Inc.†		4,727,265		3,102,000
	360,000	Modine Manufacturing Co.		5,128,768		3,337,200
	15,000	Monro Muffler Brake Inc.		152,114		476,850
	530,000	O’Reilly Automotive Inc.†		13,950,014		19,154,200
	10,000	Puradyn Filter Technologies Inc.†		5,190		2,990
	140,000	SORL Auto Parts Inc.†		751,204		721,000
	80,375	Spartan Motors Inc.		388,580		413,127
	328,000	Standard Motor Products Inc.		3,676,634		4,985,600
	155,000	Strattec Security Corp.		3,154,979		2,210,300
	188,000	Superior Industries International Inc.		2,958,682		2,669,600
	450,000	Tenneco Inc.†		4,118,380		5,868,000
	310,000	The Pep Boys - Manny, Moe & Jack		3,668,176		3,028,700
	27,000	Thor Industries Inc.		250,194		835,650
	46,000	Wonder Auto Technology Inc.†		299,248		552,000
				49,515,710		57,935,302
		Aviation: Parts and Services — 2.9%
	25,000	AAR Corp.†		302,990		548,500
	10,000	Astronics Corp.†		39,192		94,000
	2,500	Astronics Corp., Cl. B†		9,798		22,525
	14,000	Barnes Group Inc.		119,438		239,260
	2,300,000	BBA Aviation plc		5,525,737		5,818,737
	255,000	Curtiss-Wright Corp.		6,286,763		8,703,150
	7,500	Ducommun Inc.		80,125		141,825
	30,000	Embraer-Empresa Brasileira de Aeronautica SA, ADR†		508,773		688,200
	22,000	Gamesa Corporacion Tecnologica SA		134,728		492,888
	620,000	GenCorp Inc.†		4,046,580		3,323,200
	665,800	Kaman Corp.		9,883,870		14,634,284
	90,000	Moog Inc., Cl. A†		732,784		2,655,000
	16,100	Moog Inc., Cl. B†		464,818		475,755
	85,000	Woodward Governor Co.		1,094,465		2,062,100
				29,230,061		39,899,424
		Broadcasting — 0.5%
	225,000	Acme Communications Inc.†		1,026,516		123,750
	110,000	Beasley Broadcast Group Inc., Cl. A†		733,350		405,900
	2,000	Cogeco Inc.		39,014		47,616
	300,000	Crown Media Holdings Inc., Cl. A†		1,804,766		468,000
	3,333	CTN Media Group Inc.† (a)		16,800		3
	2,433	Granite Broadcasting Corp.† (a)		822,771		0
	235,000	Gray Television Inc.†		1,106,068		545,200
	22,000	Gray Television Inc., Cl. A†		106,475		51,040
	120,000	Ideation Acquisition Corp.†		953,800		1,142,400
	61,400	Liberty Media Corp. - Capital, Cl. A†		1,202,649		1,284,488
	510,000	Salem Communications Corp., Cl. A†		2,152,327		1,152,600
	220,000	Sinclair Broadcast Group Inc., Cl. A		1,940,480		787,600
	450,000	Sirius XM Radio Inc.†		230,878		285,750
	150,000	Young Broadcasting Inc., Cl. A†		80,015		1,500
				12,215,909		6,295,847
		Building and Construction — 0.1%
	23,000	Huttig Building Products Inc.†		85,087		18,860
	28,000	Insituform Technologies Inc., Cl. A†		517,070		535,920
	40,000	Layne Christensen Co.†		1,103,472		1,282,000
	1,000	Universal Forest Products Inc.		12,125		39,460
				1,717,754		1,876,240
		Business Services — 4.1%
	44,000	AboveNet Inc.†		1,781,986		2,145,440
	33,000	ACCO Brands Corp.†		329,387		238,260
	410,000	AMICAS Inc.†		1,323,855		1,476,000
	104,000	Ascent Media Corp., Cl. A†		2,576,422		2,662,400
	445,000	BPW Acquisition Corp.†		4,399,929		4,356,550
	230,000	Cenveo Inc.†		1,492,588		1,591,600
	170,100	Clear Channel Outdoor Holdings Inc., Cl. A†		1,231,893		1,190,700
	345,000	Diebold Inc.		12,008,229		11,360,850
	440,000	Edgewater Technology Inc.†		2,381,405		1,293,600
	360,000	Furmanite Corp.†		1,390,213		1,551,600
	119,931	GP Strategies Corp.†		992,735		898,283
	35,589	GSE Systems Inc.†		138,667		221,363

See accompanying notes to financial statements.

5

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

Shares/					Market
Units			Cost		Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	60,000	Interactive Data Corp.	$	534,171	$	1,572,600
	445,000	Intermec Inc.†		8,238,182		6,274,500
	25,000	Lamar Advertising Co., Cl. A†		176,135		686,000
	14,000	Landauer Inc.		290,749		769,720
	4,000	MDC Partners Inc., Cl. A†		12,360		29,760
	60,000	R. H. Donnelley Corp.†		27,197		3,060
	65,000	Sohgo Security Services Co. Ltd.		829,111		771,180
	12,500	SP Acquisition Holdings Inc.†		125,000		121,937
	97,502	Stamps.com Inc.†		811,539		901,894
	6,000	StarTek Inc.†		82,087		52,080
	22,000	The Brink’s Co.		479,752		592,020
	1,700,000	The Interpublic Group of Companies Inc.†		12,196,153		12,784,000
	172,000	Trans-Lux Corp.† (b)		1,134,183		217,580
	36,050	TransAct Technologies Inc.†		181,017		191,065
	60,000	United Rentals Inc.†		380,572		618,000
	140,000	ValueClick Inc.†		2,534,579		1,846,600
				58,080,096		56,418,642
		Cable — 1.5%
	230,000	Adelphia Communications Corp., Cl. A† (a)		29,650		0
	230,000	Adelphia Communications Corp., Cl. A, Escrow† (a)		0		0
	230,000	Adelphia Recovery Trust†		0		690
	497,000	Cablevision Systems Corp., Cl. A		121,520		11,803,750
	5,000	EchoStar Corp., Cl. A†		90,025		92,300
	9,329	Liberty Global Inc., Cl. A†		249,972		210,555
	9,329	Liberty Global Inc., Cl. C†		240,169		209,529
	470,000	LIN TV Corp., Cl. A†		3,365,343		2,223,100
	33,000	Outdoor Channel Holdings Inc.†		271,136		215,820
	230,000	The DIRECTV Group Inc.†		5,684,534		6,343,400
				10,052,349		21,099,144
		Closed-End Business Development Company — 0.1%
	85,000	MVC Capital Inc.		953,786		746,300
		Closed-End Funds — 0.6%
	428,072	KKR Private Equity Investors LP†		2,418,221		4,002,473
	98,000	The Central Europe and Russia Fund Inc.		2,838,336		3,185,000
	38,225	The European Equity Fund Inc.		395,416		265,282
	54,000	The New Germany Fund Inc.		635,491		646,920
	11,000	The Spain Fund Inc.		103,029		78,650
				6,390,493		8,178,325
					Market
Shares			Cost		Value
		Communications Equipment — 0.9%
	160,000	Communications Systems Inc.	$	1,147,120	$	1,868,800
	510,000	Sycamore Networks Inc.†		1,669,330		1,540,200
	275,000	Thomas & Betts Corp.†		5,127,066		8,272,000
				7,943,516		11,681,000
		Computer Software and Services — 1.9%
	40,000	Emulex Corp.†		374,492		411,600
	95,000	FalconStor Software Inc.†		677,557		472,150
	150,058	Global Sources Ltd.†		1,432,283		1,030,898
	50,000	Mentor Graphics Corp.†		646,258		465,500
	20,187	MKS Instruments Inc.†		367,981		389,407
	450,000	NCR Corp.†		5,112,245		6,219,000
	15,000	OpenTV Corp., Cl. A†		73,809		20,700
	230,000	SPSS Inc.†		11,478,157		11,488,500
	800,000	StorageNetworks Inc., Escrow† (a)		0		24,000
	295,000	Tyler Technologies Inc.†		1,164,997		5,041,550
				21,327,779		25,563,305
		Consumer Products — 1.8%
	100,000	1-800-FLOWERS.COM Inc., Cl. A†		773,839		345,000
	14,750	Adams Golf Inc.†		110,074		47,938
	55,150	Alberto-Culver Co.		1,326,356		1,526,552
	33,500	Chofu Seisakusho Co. Ltd.		484,644		709,820
	30,000	Church & Dwight Co. Inc.		303,670		1,702,200
	599,900	Coachmen Industries Inc.†		1,451,886		809,865
	600,000	Eastman Kodak Co.		3,347,542		2,868,000
	20,000	Escada AG†		80,645		21,365
	2,000	Harley-Davidson Inc.		4,713		46,000
	340,000	Marine Products Corp.		444,606		1,880,200
	27,500	National Presto Industries Inc.		849,878		2,379,025
	365,000	Sally Beauty Holdings Inc.†		2,323,889		2,595,150
	750,000	Schiff Nutrition International Inc.		2,148,754		3,907,500
	3,070	Steven Madden Ltd.†		37,266		113,007
	60,000	Stewart Enterprises Inc., Cl. A		343,634		313,800
	100,000	Swedish Match AB		1,904,234		2,008,219
	87,425	Syratech Corp.†		17,426		2,583
	16,000	The Scotts Miracle-Gro Co., Cl. A		320,814		687,200
	22,000	WD-40 Co.		606,916		624,800
	68,000	Wolverine World Wide Inc.		661,926		1,689,120
				17,542,712		24,277,344
		Consumer Services — 0.7%
	45,500	Bowlin Travel Centers Inc.†		44,912		43,225
	30,000	Brink’s Home Security Holdings Inc.†		549,842		923,700
	2,750	Collectors Universe Inc.†		8,720		15,455
	20,000	IAC/InterActiveCorp.†		221,743		403,800

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Services (Continued)
	180,000	Martha Stewart Living Omnimedia Inc., Cl. A†	$	1,341,301	$	1,126,800
	400,500	Rollins Inc.		2,284,661		7,549,425
				4,451,179		10,062,405
		Diversified Industrial — 6.4%
	15,000	A.O. Smith Corp., Cl. A		336,569		571,500
	29,000	Acuity Brands Inc.		278,896		934,090
	25,000	Albany International Corp., Cl. A		504,312		485,000
	140,000	Ampco-Pittsburgh Corp.		1,971,929		3,722,600
	6,000	Anixter International Inc.†		57,120		240,660
	398,000	Baldor Electric Co.		9,735,906		10,881,320
	60,000	Brush Engineered Materials Inc.†		1,139,293		1,467,600
	300,000	Crane Co.		5,578,382		7,743,000
	100,000	Delta plc		212,289		286,870
	3,000	ESCO Technologies Inc.†		49,914		118,200
	18,640	Foster Wheeler AG†		36,171		594,802
	14,000	Gardner Denver Inc.†		157,253		488,320
	160,000	Greif Inc., Cl. A		1,763,054		8,808,000
	41,500	Greif Inc., Cl. B		1,466,270		2,165,055
	820,000	Griffon Corp.†		9,313,056		8,257,400
	148,000	Hawk Corp., Cl. A†		2,244,836		2,030,560
	50,000	Jardine Strategic Holdings Ltd.		793,484		848,000
	415,000	Katy Industries Inc.†		912,818		581,000
	71,000	Lindsay Corp.		1,508,356		2,795,980
	500,000	Magnetek Inc.†		2,035,184		780,000
	32,000	Matthews International Corp., Cl. A		748,294		1,132,160
	285,000	Myers Industries Inc.		2,611,746		3,069,450
	192,297	National Patent Development Corp.†		477,397		303,829
	379,703	National Patent Development Corp.† (c)		699,400		599,931
	130,000	Oil-Dri Corp. of America		1,326,973		1,885,000
	20,000	Olin Corp.		310,145		348,800
	245,000	Park-Ohio Holdings Corp.†		1,485,571		2,136,400
	88,000	Precision Castparts Corp.		1,768,194		8,964,560
	32,000	Roper Industries Inc.		620,029		1,631,360
	33,000	Sonoco Products Co.		911,855		908,820
	50,000	Stamford Industrial Group Inc.†		160,470		3,050
	72,000	Standex International Corp.		1,396,727		1,427,760
	202,006	Tech/Ops Sevcon Inc.		1,253,705		694,901
	387,000	Textron Inc.		2,408,058		7,345,260
	195,000	Tredegar Corp.		2,908,161		2,827,500
	200,000	WHX Corp.†		2,260,912		384,000
				61,442,729		87,462,738
		Educational Services — 0.6%
	55,000	Career Education Corp.†		1,030,517		1,340,900
	140,000	Corinthian Colleges Inc.†		1,095,854		2,598,400
	200,000	Universal Technical Institute Inc.†		3,527,227		3,940,000
				5,653,598		7,879,300
		Electronics — 1.9%
	52,000	Badger Meter Inc.		1,251,878		2,011,880
	182,075	Bel Fuse Inc., Cl. A		4,569,480		3,370,208
	610,000	California Micro Devices Corp.†		2,628,286		1,964,200
	380,000	CTS Corp.		3,686,287		3,534,000
	73,000	Cypress Semiconductor Corp.†		354,472		754,090
	30,000	Greatbatch Inc.†		553,549		674,100
	20,000	IMAX Corp.†		158,565		188,200
	360,000	KEMET Corp.†		1,428,570		550,800
	90,000	Methode Electronics Inc.		768,649		780,300
	295,000	Park Electrochemical Corp.		6,912,788		7,271,750
	185,000	Stoneridge Inc.†		1,526,218		1,309,800
	350,000	Trident Microsystems Inc.†		1,469,567		906,500
	260,000	Zoran Corp.†		2,580,598		2,995,200
	26,900	Zygo Corp.†		146,804		182,382
				28,035,711		26,493,410
		Energy and Utilities — 5.9%
	20,000	A123 Systems Inc.†		270,000		426,400
	275,000	Black Hills Corp.		6,890,939		6,921,750
	125,000	Callon Petroleum Co.†		996,416		228,750
	22,000	Central Vermont Public Service Corp.		408,469		424,600
	50,000	CH Energy Group Inc.		1,980,950		2,215,500
	50,000	CMS Energy Corp.		273,275		670,000
	23,000	Connecticut Water Service Inc.		464,832		514,970
	7,000	Consolidated Water Co. Ltd.		131,548		114,310
	150,000	Covanta Holding Corp.†		644,530		2,550,000
	395,300	El Paso Electric Co.†		5,641,207		6,984,951
	20,000	Ener1 Inc.†		139,473		138,400
	20,000	Energy Recovery Inc.†		123,117		116,400
	25,000	Environmental Power Corp.†		102,512		10,750
	150,000	Florida Public Utilities Co.		1,438,616		1,822,500
	220,000	Great Plains Energy Inc.		4,699,894		3,949,000
	30,000	Key Energy Services Inc.† .		259,204		261,000
	20,000	Maine & Maritimes Corp.		726,673		719,000
	45,000	Middlesex Water Co.		773,022		678,600
	10,000	Nicor Inc.		221,002		365,900
	33,000	Oceaneering International Inc.†		1,043,012		1,872,750
	5,000	Otter Tail Corp.		123,496		119,650
	155,000	Pennichuck Corp.		3,580,082		3,372,800
	1,180,000	PNM Resources Inc.		12,880,621		13,782,400
	130,000	Rowan Companies Inc.		2,743,649		2,999,100

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities (Continued)
	1,080,000	RPC Inc.	$	2,001,193	$	11,318,400
	118,200	SJW Corp.		2,116,939		2,700,870
	300,000	Southern Union Co.		5,117,716		6,237,000
	160,000	Southwest Gas Corp.		3,242,972		4,092,800
	45,000	Tesoro Corp.		455,817		674,100
	38,500	The York Water Co.		539,000		533,610
	25,000	Union Drilling Inc.†		198,390		191,000
	10,000	Vestas Wind Systems A/S†		89,988		722,914
	200,000	Westar Energy Inc.		3,538,764		3,902,000
				63,857,318		81,632,175
		Entertainment — 1.3%
	225,000	Aruze Corp.†		3,622,167		3,682,114
	82,000	Carmike Cinemas Inc.†		667,341		829,020
	6,048	Chestnut Hill Ventures† (a)		164,590		203,984
	52,000	Discovery Communications Inc., Cl. A†		826,160		1,502,280
	35,000	Discovery Communications Inc., Cl. C†		508,241		911,050
	290,000	Dover Motorsports Inc.		1,288,215		435,000
	180,000	Fisher Communications Inc.†		7,424,227		3,272,400
	16,000	International Speedway Corp., Cl. A		515,479		441,120
	3,500	International Speedway Corp., Cl. B		70,020		99,663
	60,000	Rovi Corp.†		854,601		2,016,000
	320,000	Take-Two Interactive Software Inc.†		6,305,128		3,587,200
	70,000	Triple Crown Media Inc.†		148,002		525
	60,000	World Wrestling Entertainment Inc., Cl. A		681,642		840,600
	85,057	WPT Enterprises Inc.†		134,331		83,356
				23,210,144		17,904,312
		Environmental Services — 0.7%
	2,500	Renegy Holdings Inc.†		898		3,375
	360,000	Republic Services Inc.		4,605,576		9,565,200
				4,606,474		9,568,575
		Equipment and Supplies — 9.5%
	247,000	AMETEK Inc.		990,231		8,622,770
	800	AZZ Inc.†		25,908		32,136
	485,000	Baldwin Technology Co. Inc., Cl. A†		1,469,141		897,250
	26,000	Belden Inc.		297,690		600,600
	8,000	C&D Technologies Inc.†		60,565		17,200
	50,000	Capstone Turbine Corp.†		103,400		66,000
	370,000	CIRCOR International Inc.		8,366,031		10,456,200
	360,000	CLARCOR Inc.		2,220,613		11,289,600
	300,000	Core Molding Technologies Inc.†		561,360		987,000
	170,000	Crown Holdings Inc.†		687,034		4,624,000
	2,000	Danaher Corp.		34,106		134,640
	90,000	Donaldson Co. Inc.		1,558,860		3,116,700
	90,000	Entegris Inc.†		708,040		445,500
	40,000	Fedders Corp.† (a)		10,068		0
	174,000	Flowserve Corp.		5,335,035		17,145,960
	160,000	Franklin Electric Co. Inc.		1,496,658		4,587,200
	200,000	Gerber Scientific Inc.†		1,623,389		1,196,000
	124,000	Graco Inc.		1,750,304		3,455,880
	990,000	GrafTech International Ltd.†		11,888,846		14,553,000
	100,000	IDEX Corp.		765,938		2,795,000
	200,757	Interpump Group SpA†		881,320		1,286,019
	2,800	Itron Inc.†		169,932		179,592
	4,000	Jarden Corp.		11,351		112,280
	9,500	K-Tron International Inc.†		124,799		904,495
	125,500	L.S. Starrett Co., Cl. A		1,649,651		1,305,200
	40,000	Littelfuse Inc.†		758,367		1,049,600
	120,000	Lufkin Industries Inc.		1,638,827		6,381,600
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		894,558
	80,000	Met-Pro Corp.		672,026		775,200
	25,000	Mueller Industries Inc.		759,252		596,750
	12,000	Plantronics Inc.		275,609		321,720
	2,000	Regal-Beloit Corp.		59,351		91,420
	130,000	Robbins & Myers Inc.		1,826,625		3,052,400
	130,000	SL Industries Inc.†		1,480,467		1,040,000
	5,000	Teleflex Inc.		76,167		241,550
	300,000	Tennant Co.		6,044,139		8,718,000
	335,000	The Gorman-Rupp Co.		6,492,366		8,344,850
	100,000	The Greenbrier Cos. Inc.		1,197,670		1,171,000
	100,000	The Manitowoc Co. Inc.		666,995		947,000
	24,000	The Middleby Corp.†		819,631		1,320,240
	8,000	Valmont Industries Inc.		176,298		681,440
	70,000	Vicor Corp.†		769,269		540,400
	7,875	Watsco Inc., Cl. B		23,627		428,203
	153,000	Watts Water Technologies Inc., Cl. A		3,377,189		4,628,250
				70,263,754		130,034,403
		Financial Services — 4.9%
	10,204	Alleghany Corp.†		1,758,131		2,643,346
	25,287	Argo Group International Holdings Ltd.†		844,293		851,666
	400,000	Artio Global Investors Inc.†		10,400,000		10,460,000
	85,000	Bank of Florida Corp.†		1,062,428		201,450
	6,000	BCB Holdings Ltd.†		23,159		11,400
	4,122	BCB Holdings Ltd., London†		0		8,070
	115,000	BKF Capital Group Inc.†		813,874		124,200
	475,000	CNA Surety Corp.†		5,647,870		7,695,000
	22,000	Crazy Woman Creek Bancorp Inc.		343,564		323,950
	150,000	Discover Financial Services		2,610,856		2,434,500

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	24,000	Duff & Phelps Corp., Cl. A	$	388,930	$	459,840
	43,500	Epoch Holding Corp.		119,308		380,625
	8,145	Fidelity Southern Corp.†		53,150		25,820
	200,100	Flushing Financial Corp.		3,172,625		2,281,140
	340,000	Janus Capital Group Inc.		2,509,781		4,821,200
	20,000	JPMorgan Chase & Co.		529,472		876,400
	12,000	KBW Inc.†		323,794		386,640
	50,000	LaBranche & Co. Inc.†		463,862		170,000
	150,000	Legg Mason Inc.		2,845,573		4,654,500
	3,000	Leucadia National Corp.†		24,354		74,160
	16,000	Morningstar Inc.†		713,218		776,960
	285,000	Nara Bancorp Inc.		3,333,317		1,980,750
	3,000	NetBank Inc.† (a)		6,056		15
	150,000	NewAlliance Bancshares Inc.		2,090,474		1,605,000
	235,000	Och-Ziff Capital Management Group LLC, Cl. A		1,738,730		2,859,950
	11,000	PrivateBancorp Inc.		321,408		269,060
	20,000	Seacoast Banking Corp. of Florida		165,017		50,400
	200,000	Sterling Bancorp		3,163,359		1,444,000
	260,000	SWS Group Inc.		4,391,743		3,744,000
	10,000	T. Rowe Price Group Inc.		270,786		457,000
	11,033	Tree.com Inc.†		78,880		83,299
	4,800	Value Line Inc.		194,670		148,176
	450,000	Waddell & Reed Financial Inc., Cl. A		9,026,154		12,802,500
	138,000	Wilmington Trust Corp.		4,062,481		1,959,600
				63,491,317		67,064,617
		Food and Beverage — 6.3%
	50,000	American Dairy Inc.†		1,455,293		1,416,500
	50,000	Boston Beer Co. Inc., Cl. A†		928,742		1,854,000
	38,000	Brown-Forman Corp., Cl. A		1,110,712		1,940,660
	6,250	Brown-Forman Corp., Cl. B		174,281		301,375
	210,000	Bull-Dog Sauce Co. Ltd.		575,985		470,228
	730,000	CoolBrands International Inc.†		530,951		565,918
	350,000	Corn Products International Inc.		7,868,246		9,982,000
	335,000	Davide Campari — Milano SpA		3,211,791		3,005,078
	235,000	Dean Foods Co.†		4,583,149		4,180,650
	150,000	Del Monte Foods Co.		1,420,751		1,737,000
	85,000	Denny’s Corp.†		132,580		226,100
	1,000	Diamond Foods Inc.		20,567		31,720
	325,000	Dr. Pepper Snapple Group Inc.†		6,564,509		9,343,750
	1,600,000	Dynasty Fine Wines Group Ltd.		458,568		342,707
	25,000	Farmer Brothers Co.		389,323		517,500
	300,000	Flowers Foods Inc.		1,755,612		7,887,000
	500	Genesee Corp., Cl. A† (a)		0		0
	21,500	Genesee Corp., Cl. B† (a)		15,393		0
	630,000	Grupo Continental SAB de CV		951,926		1,260,280
	160,000	ITO EN Ltd.		3,301,726		2,962,402
	25,000	J & J Snack Foods Corp.		577,813		1,079,750
	651,000	Kikkoman Corp.		6,383,149		8,108,038
	180,000	Lifeway Foods Inc.†		1,764,579		1,978,200
	3,000	MEIJI Holdings Co. Ltd.†		117,526		128,001
	70,000	MGP Ingredients Inc.†		331,262		305,200
	300,000	Morinaga Milk Industry Co. Ltd.		1,174,783		1,497,243
	80,000	NISSIN FOODS HOLDINGS CO. LTD.		2,736,111		3,074,695
	4,000	Omni Nutraceuticals Inc.† (a)		13,563		0
	100,000	PepsiAmericas Inc.		2,282,264		2,856,000
	50,000	Ralcorp Holdings Inc.†		892,806		2,923,500
	162,000	Rock Field Co. Ltd.		2,539,700		2,290,180
	70,200	Smart Balance Inc.†		628,920		431,028
	10,000	The Hain Celestial Group Inc.†		184,774		191,700
	66,000	The J.M. Smucker Co.		1,599,230		3,498,660
	225,500	Tootsie Roll Industries Inc.		5,047,016		5,362,390
	4,000	Vina Concha Y Toro SA, ADR		118,504		166,600
	1,000,000	Vitasoy International Holdings Ltd.		574,056		602,577
	4,000	Willamette Valley Vineyards Inc.†		15,875		16,600
	140,000	YAKULT HONSHA Co. Ltd.		3,474,574		3,735,309
				65,906,610		86,270,539
		Health Care — 6.9%
	70,000	Align Technology Inc.†		535,982		995,400
	100,000	Allergan Inc.		1,964,408		5,676,000
	150,000	AngioDynamics Inc.†		2,404,394		2,067,000
	8,000	Anika Therapeutics Inc.†		76,123		52,000
	325,000	Animal Health International Inc.†		2,748,991		689,000
	130,000	ArthroCare Corp.†		2,545,596		2,650,700
	7,000	Bio-Rad Laboratories Inc., Cl. A†		276,948		643,160
	60,000	BioLase Technology Inc.†		107,545		135,600
	20,000	Bruker Corp.†		174,056		213,400
	190,000	Cepheid Inc.†		2,054,719		2,511,800
	155,000	Chemed Corp.		3,340,846		6,802,950
	66,000	CONMED Corp.†		1,714,345		1,265,220
	35,000	Continucare Corp.†		84,321		105,700
	241,000	Crucell NV, ADR†		4,677,692		5,516,490
	330,000	Cutera Inc.†		4,721,691		2,854,500
	12,000	Cynosure Inc., Cl. A†		93,211		139,800
	120,000	Del Global Technologies Corp.†		350,477		57,600
	100,000	DexCom Inc.†		1,036,753		793,000
	145,000	Exactech Inc.†		2,128,527		2,282,300
	42,000	Henry Schein Inc.†		739,631		2,306,220
	40,000	Heska Corp.†		35,706		17,600
	44,000	ICU Medical Inc.†		1,107,634		1,621,840

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	33,000	IMS Health Inc.	$	664,862	$	506,550
	4,000	Invacare Corp.		92,551		89,120
	30,000	Inverness Medical Innovations Inc.†		554,733		1,161,900
	50,000	Kinetic Concepts Inc.†		1,273,917		1,849,000
	42,000	Life Technologies Corp.†		1,070,187		1,955,100
	50,000	MDS Inc.†		369,635		409,500
	90,000	Micrus Endovascular Corp.†		1,224,430		1,165,500
	40,000	MWI Veterinary Supply Inc.†		972,736		1,598,000
	18,000	Nabi Biopharmaceuticals†		117,875		64,620
	4,000	Nobel Biocare Holding AG		61,643		132,394
	265,000	Odyssey HealthCare Inc.†		2,902,218		3,312,500
	95,000	Opko Health Inc.†		252,168		216,600
	105,000	Orthofix International NV†		2,088,416		3,085,950
	20,000	OTIX Global Inc.†		19,187		19,000
	30,000	Owens & Minor Inc.		606,216		1,357,500
	265,000	Pain Therapeutics Inc.†		2,223,565		1,340,900
	300,000	Palomar Medical Technologies Inc.†		4,901,124		4,863,000
	155,000	Penwest Pharmaceuticals Co.†		1,224,222		323,950
	30,000	PSS World Medical Inc.†		367,273		654,900
	270,000	Quidel Corp.†		2,442,264		4,382,100
	122,000	RTI Biologics Inc.†		1,186,732		530,700
	1,250,000	Sorin SpA†		3,218,730		2,103,576
	1,450,000	SSL International plc		11,788,834		14,830,916
	2,300	Straumann Holding AG		206,988		595,363
	4,000	Stryker Corp.		156,026		181,720
	14,000	Syneron Medical Ltd.†		116,750		159,740
	48,000	United-Guardian Inc.		435,056		451,680
	120,000	Varian Inc.†		6,145,316		6,127,200
	80,000	Vascular Solutions Inc.†		619,673		661,600
	30,000	Wright Medical Group Inc.†		476,436		535,800
	10,000	Young Innovations Inc.		237,253		263,100
	20,000	Zymogenetics Inc.†		192,516		120,800
				81,129,128		94,447,559
		Home Furnishings — 0.1%
	10,000	Bassett Furniture Industries Inc.		124,029		42,800
	50,000	Bed Bath & Beyond Inc.†		1,232,179		1,877,000
				1,356,208		1,919,800
		Hotels and Gaming — 2.4%
	150,000	Boyd Gaming Corp.†		849,669		1,639,500
	92,000	Canterbury Park Holding Corp.†		969,649		650,900
	93,000	Churchill Downs Inc.		3,135,317		3,580,500
	125,000	Dover Downs Gaming & Entertainment Inc.		786,541		712,500
	240,000	Gaylord Entertainment Co.†		5,636,708		4,824,000
	36,000	Home Inns & Hotels Management Inc., ADR†		757,336		1,074,600
	140,000	Lakes Entertainment Inc.†		717,933		470,400
	200,000	Las Vegas Sands Corp.†		1,381,919		3,368,000
	800,000	Mandarin Oriental International Ltd.		853,996		1,064,000
	160,000	Orient-Express Hotels Ltd., Cl. A		3,016,606		1,841,600
	118,000	Penn National Gaming Inc.†		1,546,593		3,263,880
	295,000	Pinnacle Entertainment Inc.†		2,215,116		3,006,050
	162,500	Sonesta International Hotels Corp., Cl. A		3,490,995		2,031,250
	2,000,000	The Hongkong & Shanghai Hotels Ltd.		1,786,952		2,590,951
	72,000	The Marcus Corp.		1,092,963		920,880
	25,000	Wynn Resorts Ltd.†		312,098		1,772,250
	29,000	Youbet.com Inc.†		64,391		60,900
				28,614,782		32,872,161
		Machinery — 0.9%
	465,000	CNH Global NV†		6,426,371		7,942,200
	3,000	Nordson Corp.		107,171		168,270
	138,000	Zebra Technologies Corp., Cl. A†		3,088,658		3,578,340
				9,622,200		11,688,810
		Manufactured Housing and Recreational Vehicles — 0.5%
	74,000	Cavco Industries Inc.†		1,528,179		2,627,000
	240,000	Champion Enterprises Inc.†		283,889		110,400
	17,000	Drew Industries Inc.†		296,303		368,730
	22,000	Nobility Homes Inc.		367,735		199,760
	160,000	Skyline Corp.		4,932,802		3,609,600
				7,408,908		6,915,490
		Metals and Mining — 0.5%
	52,003	Barrick Gold Corp.		1,522,648		1,970,914
	10,000	Inmet Mining Corp.		325,911		560,034
	22,000	Ivanhoe Mines Ltd.†		125,570		281,380
	140,000	Kinross Gold Corp.		962,642		3,038,000
	2,000	Northwest Pipe Co.†		55,888		67,060
	52,100	Stillwater Mining Co.†		477,514		350,112
	36,000	Uranium Resources Inc.†		193,921		41,400
	15,000	Yamana Gold Inc.		50,671		160,650
				3,714,765		6,469,550
		Paper and Forest Products — 0.1%
	17,000	Schweitzer-Mauduit International Inc.		382,402		924,120
	40,000	Wausau Paper Corp.		428,382		400,000
				810,784		1,324,120

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Publishing — 1.2%
	60,000	Belo Corp., Cl. A	$	116,307	$	324,600
	300,000	Il Sole 24 Ore		1,429,146		1,047,032
	275,237	Independent News & Media plc†		380,109		80,554
	12,000	John Wiley & Sons Inc., Cl. B		46,500		412,920
	785,000	Journal Communications Inc., Cl. A		4,628,470		2,888,800
	605,000	Media General Inc., Cl. A		3,443,394		5,172,750
	30,000	Meredith Corp.		539,417		898,200
	260,000	News Corp., Cl. A		765,310		3,117,400
	180,000	PRIMEDIA Inc.		971,643		453,600
	350,000	The E.W. Scripps Co., Cl. A†		2,214,388		2,625,000
				14,534,684		17,020,856
		Real Estate — 1.2%
	15,150	Capital Properties Inc., Cl. A		366,997		113,322
	15,000	Capital Properties Inc., Cl. B† (a)		0		112,200
	33,000	Cohen & Steers Inc.		603,981		792,000
	182,000	Griffin Land & Nurseries Inc.		2,583,366		5,824,000
	10,000	Gyrodyne Co. of America Inc.†		158,987		419,900
	107,000	Morguard Corp.		1,362,690		2,978,191
	200,000	The St. Joe Co.†		5,212,714		5,824,000
				10,288,735		16,063,613
		Retail — 3.8%
	30,000	99 Cents Only Stores†		411,411		403,500
	144,000	Aaron’s Inc., Cl. A		521,690		2,938,320
	70,000	AutoNation Inc.†		402,094		1,265,600
	50,000	Big 5 Sporting Goods Corp.		834,144		755,000
	124,000	Casey’s General Stores Inc.		3,209,711		3,891,120
	690,000	Coldwater Creek Inc.†		3,133,211		5,658,000
	36,000	Copart Inc.†		1,074,963		1,195,560
	8,000	HSN Inc.†		61,333		130,240
	520,000	Ingles Markets Inc., Cl. A		8,667,736		8,231,600
	160,000	Macy’s Inc.		2,116,345		2,926,400
	36,000	Movado Group Inc.		500,300		523,080
	112,000	Nathan’s Famous Inc.†		1,489,024		1,655,360
	25,000	Pier 1 Imports Inc.†		144,715		96,750
	200,000	Rush Enterprises Inc., Cl. B†		2,352,018		2,178,000
	300,000	The Bon-Ton Stores Inc.		2,203,439		2,184,000
	48,000	The Cheesecake Factory Inc.†		683,216		888,960
	280,000	The Great Atlantic & Pacific Tea Co. Inc.†		3,164,375		2,494,800
	348,000	The Steak n Shake Co.†		4,052,747		4,095,960
	105,000	Tractor Supply Co.†		3,910,276		5,084,100
	23,700	Village Super Market Inc., Cl. A		552,379		698,439
	45,000	Weis Markets Inc.		1,354,385		1,437,750
	168,000	Wendy’s/Arby’s Group Inc., Cl. A		1,364,690		794,640
	150,000	Winn-Dixie Stores Inc.†		2,236,267		1,968,000
				44,440,469		51,495,179
		Specialty Chemicals — 4.0%
	58,000	A. Schulman Inc.		1,175,761		1,155,940
	19,000	Airgas Inc.		121,732		919,030
	82,000	Albemarle Corp.		1,201,828		2,837,200
	35,000	Arch Chemicals Inc.		766,922		1,049,650
	74,000	Ashland Inc.		1,198,871		3,198,280
	40,000	Chemtura Corp.†		1,120		37,200
	11,000	Cytec Industries Inc.		296,699		357,170
	710,000	Ferro Corp.		7,174,435		6,319,000
	275,000	H.B. Fuller Co.		2,910,527		5,747,500
	128,000	Hawkins Inc.		1,867,485		2,990,080
	950,000	Huntsman Corp.		5,191,927		8,654,500
	85,000	Material Sciences Corp.†		503,549		165,750
	365,000	Omnova Solutions Inc.†		1,014,391		2,365,200
	60,000	Penford Corp.		687,437		430,200
	13,000	Quaker Chemical Corp.		214,482		285,090
	100,000	Rockwood Holdings Inc.†		1,966,878		2,057,000
	260,000	Sensient Technologies Corp.		5,254,578		7,220,200
	540,000	Zep Inc.		7,204,649		8,775,000
				38,753,271		54,563,990
		Telecommunications — 1.6%
	30,000	Atlantic Tele-Network Inc.		461,782		1,602,600
	900,000	Cincinnati Bell Inc.†		2,974,257		3,150,000
	6,795	Community Service Communications Inc.†		0		10,702
	42,000	D&E Communications Inc.		455,150		482,580
	130,000	Fastweb†		3,388,246		3,652,540
	110,000	HickoryTech Corp.		949,514		940,500
	110,000	New Ulm Telecom Inc.		1,095,065		605,000
	118,000	Rogers Communications Inc., Cl. B		569,865		3,327,600
	63,000	Shenandoah Telecommunications Co.		373,895		1,130,850
	1,500,000	Sprint Nextel Corp.†		4,096,476		5,925,000
	37,584	Verizon Communications Inc.		900,747		1,137,668
	24,000	Windstream Corp.		25,072		243,120
	53,000	Winstar Communications Inc.† (a)		133		53
				15,290,202		22,208,213
		Transportation — 0.5%
	220,000	GATX Corp.		6,501,231		6,149,000
	20,000	Grupo TMM SA, Cl. A, ADR†		509,195		78,200
	2,000	Irish Continental Group plc†		14,688		34,330
	100,000	Providence and Worcester Railroad Co.		1,481,088		1,028,000
				8,506,202		7,289,530

See accompanying notes to financial statements.

11

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Wireless Communications — 1.4%
	550,000	Centennial Communications Corp.†	$	4,125,795	$	4,389,000
	72,000	Price Communications Corp., Escrow† (a)		0		0
	830,000	Vimpel-Communications, ADR†		2,507,032		15,521,000
				6,632,827		19,910,000
		TOTAL COMMON STOCKS		884,396,799		1,131,755,013
		PREFERRED STOCKS — 0.1%
		Automotive: Parts and Accessories — 0.1%
	30,000	Jungheinrich AG Pfd		616,201		603,196
		Broadcasting — 0.0%
	1,103	PTV Inc., 10.000% Pfd., Ser. A		0		88
		Business Services — 0.0%
	24,317	Interep National Radio Sales Inc., 4.000% Cv. Pfd., Ser. A (a)(c)(d)†		2,163,146		0
		TOTAL PREFERRED STOCKS		2,779,347		603,284
		WARRANTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	1,213	Exide Technologies, expire 05/05/11† (a)		2,247		243
	4,531	Federal-Mogul Corp., expire 12/27/14†		87,687		1,246
				89,934		1,489
		Broadcasting — 0.0%
	6,082	Granite Broadcasting Corp., Ser. A, expire 06/04/12†(a)		0		1
	3,430	Granite Broadcasting Corp., Ser. B, expire 06/04/12†(a)		0		34
				0		35
		Business Services — 0.0%
	445,000	BPW Acquisition Corp., expire 02/26/14†		44,444		215,825
		Telecommunications — 0.0%
	86	Virgin Media Inc., Ser. A, expire 01/10/11†		124		5
		TOTAL WARRANTS		134,502		217,354

Principal					Market
Amount			Cost		Value
		CORPORATE BONDS — 0.0%
		Computer Software and Services — 0.0%
$	300,000	Exodus Communications Inc., Sub. Deb., 5.250%, 02/15/10† (a)	$	1,185	$	1,185
		U.S. Government Obligations — 17.4%
	239,236,000	U.S. Treasury Bills, 0.066% to 0.340%††, 10/15/09 to 03/25/10		239,155,791		239,180,310
		TOTAL INVESTMENTS — 100.0%	$	1,126,467,624		1,371,757,146
		Other Assets and Liabilities (Net) — 0.0%				348,074
		NET ASSETS — 100.0%			$	1,372,105,220

(a)	Security fair valued under procedures established by the Board of Directors. The procedures may include reviewing available financial information about the company and reviewing valuation of comparable securities and other factors on a regular basis. At September 30, 2009, the market value of fair valued securities amounted to $341,718 or 0.02% of net assets.
(b)	Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.
(c)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2009, the market value of Rule 144A securities amounted to $599,931 or 0.04% of net assets.
(d)	Illiquid security.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt

See accompanying notes to financial statements.

12

The Gabelli Small Cap Growth Fund

Statement of Assets and Liabilities
September 30, 2009

Assets:
Investments, at value (cost $1,125,333,441)	$	1,371,539,566
Investments in affiliates, at value 1,134,183)		217,580
Foreign currency, at value (cost $13,373)		13,422
Cash		1,544
Receivable for investments sold		215,781
Receivable for Fund shares sold		6,254,836
Dividends and interest receivable		977,303
Prepaid expenses		56,596
Total Assets		1,379,276,628
Liabilities:
Payable for investments purchased		4,119,262
Payable for Fund shares redeemed		1,041,962
Payable for investment advisory fees		1,085,460
Payable for distribution fees		278,988
Payable for accounting fees		7,500
Other accrued expenses		638,236
Total Liabilities		7,171,408
Net Assets applicable to 53,231,476 shares outstanding	$	1,372,105,220
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	1,165,982,266
Undistributed net investment income		26,769
Accumulated net realized loss on investments, futures contracts, and foreign currency transactions		(39,192,327	)
Net unrealized appreciation on investments		245,289,522
Net unrealized depreciation on foreign currency translations		(1,010	)
Net Assets	$	1,372,105,220
Shares of Capital Stock
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,167,113,937 ÷ 45,220,442 shares outstanding;150,000,000 shares authorized)	$	25.81
Class A:
Net Asset Value and redemption price per share ($62,547,781 ÷ 2,423,274 shares outstanding; 50,000,000 shares authorized)	$	25.81
Maximum offering price per share (NAV ÷0.9425, based on maximum sales charge of 5.75% of the offering price)	$	27.38
Class B:
Net Asset Value and offering price per share ($56,646 ÷ 2,308 shares outstanding; 50,000,000 shares authorized)	$	24.54	(a)
Class C:
Net Asset Value and offering price per share ($42,973,871 ÷ 1,751,145 shares outstanding; 50,000,000 shares authorized)	$	24.54	(a)
Class I:
Net Asset Value, offering, and redemption price per share $99,412,985 ÷ 3,834,307 shares outstanding; 50,000,000 shares authorized)	$	25.93

(a) Redemption price varies based on the length of time held.

Statement of Operations
For the Year Ended September 30, 2009

Investment Income:
Dividends (net of foreign taxes of $93,991)	$	12,451,516
Interest		443,921
Total Investment Income		12,895,437
Expenses:
Investment advisory fees		9,375,651
Distribution fees – Class AAA		2,085,016
Distribution fees – Class A		74,917
Distribution fees – Class B		485
Distribution fees – Class C		245,293
Shareholder services fees		1,225,595
Shareholder communications expenses		347,414
Custodian fees		177,425
Registration expenses		109,488
Legal and audit fees		62,000
Accounting fees		45,000
Directors’ fees		39,506
Interest expense		12
Miscellaneous expenses		92,099
Total Expenses		13,879,901
Less:
Advisory fee reduction on unsupervised assets		(50,252	)
Custodian fee credits		(1,028	)
Total Reductions and Credits		(51,280	)
Net Expenses		13,828,621
Net Investment Loss		(933,184	)
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency:
Net realized loss on investments – unaffiliated		(35,633,390	)
Net realized loss on investments – affiliated		(1,105,245	)
Capital gain distributions from investment companies		14,790
Net realized gain on futures contracts		705,845
Net realized gain on foreign currency transactions		20,647
Net realized loss on investments, futures contracts, and foreign currency transactions		(35,997,353	)
Net change in unrealized appreciation/depreciation on:
investments		64,760,475
foreign currency translations		(967	)
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		64,759,508
Net Realized and Unrealized Gain on Investments, Futures Contracts, and Foreign Currency		28,762,155
Net Increase in Net Assets Resulting from Operations	$	27,828,971

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2009			September 30, 2008
Operations:
Net investment loss	$	(933,184	)	$	(203,598	)
Net realized gain/(loss) on investments, futures contracts, and foreign currency transactions		(35,997,353	)		55,964,780
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		64,759,508			(214,885,884	)
Net Increase/(Decrease) in Net Assets Resulting from Operations		27,828,971			(159,124,702	)
Distributions to Shareholders:
Net realized gain
Class AAA		(51,110,267	)		(46,323,563	)
Class A		(1,394,609	)		(797,001	)
Class B		(3,267	)		(5,830	)
Class C		(1,316,687	)		(551,222	)
Class I		(528,505	)		—
Total Distributions to Shareholders		(54,353,335	)		(47,677,616	)
Capital Share Transactions:
Class AAA		220,096,064			192,040,034
Class A		33,274,548			15,316,709
Class B		666			(43,504	)
Class C		18,892,727			16,624,141
Class I		77,436,236			3,853,655
Net Increase in Net Assets from Capital Share Transactions		349,700,241			227,791,035
Redemption Fees		11,022			6,835
Net Increase in Net Assets		323,186,899			20,995,552
Net Assets:
Beginning of period		1,048,918,321			1,027,922,769
End of period (including undistributed net investment income of $26,769 and $0, respectively)	$	1,372,105,220		$	1,048,918,321

See accompanying notes to financial statements.

14

The Gabelli Small Cap Growth Fund
Financial Highlights

Selected data for a share of capital stock outstanding throughout each period:

																												Ratios to Average Net Assets/
			Income from Investment Operations									Distributions																Supplemental Data
						Net
	Net Asset		Net			Realized and			Total			Net									Net Asset					Net Assets		Net			Operating
Period	Value,		Investment			Unrealized			from			Realized									Value,					End of		Investment			Expenses			Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Gain on			Total			Redemption			End of		Total			Period		Income			Before			Turnover
September 30	of Period		(Loss)(a)(b)			Investments			Operations			Investments			Distributions			Fees(a)			Period		Return†			(in 000’s)		(Loss)(b)			Reductions(c)			Rate††
Class AAA
2009	$	28.20	$	(0.02	)	$	(0.92	)	$	(0.94	)	$	(1.45	)	$	(1.45	)	$	0.00	(d)	$	25.81		(1.70	)%	$	1,167,114		(0.09	)%		1.48	%		25	%
2008		34.37		(0.00	)(d)		(4.62	)		(4.62	)		(1.55	)		(1.55	)		0.00	(d)		28.20		(13.98	)		995,613		(0.01	)		1.43			26
2007		30.41		(0.01	)		6.42			6.41			(2.45	)		(2.45	)		0.00	(d)		34.37		21.95			1,002,577		(0.04	)		1.42			15
2006		29.97		(0.03	)		2.53			2.50			(2.06	)		(2.06	)		0.00	(d)		30.41		8.88			727,521		(0.09	)		1.44			6
2005		25.88		(0.01	)		5.25			5.24			(1.15	)		(1.15	)		0.00	(d)		29.97		20.58			732,965		(0.03	)		1.44			6
Class A
2009	$	28.18	$	(0.03	)	$	(0.89	)	$	(0.92	)	$	(1.45	)	$	(1.45	)	$	0.00	(d)	$	25.81		(1.63	)%	$	62,548		(0.12	)%		1.48	%		25	%
2008		34.37		(0.01	)		(4.63	)		(4.64	)		(1.55	)		(1.55	)		0.00	(d)		28.18		(14.04	)		26,604		(0.02	)		1.43			26
2007		30.41		0.06			6.35			6.41			(2.45	)		(2.45	)		0.00	(d)		34.37		21.95			15,485		0.19			1.42			15
2006		29.98		(0.02	)		2.51			2.49			(2.06	)		(2.06	)		0.00	(d)		30.41		8.84			2,199		(0.08	)		1.44			6
2005		25.89		(0.01	)		5.25			5.24			(1.15	)		(1.15	)		0.00	(d)		29.98		20.57			1,515		(0.03	)		1.48			6
Class B
2009	$	27.10	$	(0.17	)	$	(0.94	)	$	(1.11	)	$	(1.45	)	$	(1.45	)	$	0.00	(d)	$	24.54		(2.43	)%	$	56		(0.83	)%		2.23	%		25	%
2008		33.32		(0.23	)		(4.44	)		(4.67	)		(1.55	)		(1.55	)		0.00	(d)		27.10		(14.60	)		61		(0.77	)		2.18			26
2007		29.77		(0.26	)		6.26			6.00			(2.45	)		(2.45	)		0.00	(d)		33.32		20.99			126		(0.81	)		2.17			15
2006		29.58		(0.25	)		2.50			2.25			(2.06	)		(2.06	)		0.00	(d)		29.77		8.11			113		(0.85	)		2.19			6
2005		25.74		(0.22	)		5.21			4.99			(1.15	)		(1.15	)		0.00	(d)		29.58		19.69			138		(0.79	)		2.20			6
Class C
2009	$	27.09	$	(0.18	)	$	(0.92	)	$	(1.10	)	$	(1.45	)	$	(1.45	)	$	0.00	(d)	$	24.54		(2.40	)%	$	42,974		(0.85	)%		2.23	%		25	%
2008		33.32		(0.22	)		(4.46	)		(4.68	)		(1.55	)		(1.55	)		0.00	(d)		27.09		(14.63	)		23,062		(0.75	)		2.18			26
2007		29.76		(0.22	)		6.23			6.01			(2.45	)		(2.45	)		0.00	(d)		33.32		21.03			9,735		(0.69	)		2.17			15
2006		29.58		(0.24	)		2.48			2.24			(2.06	)		(2.06	)		0.00	(d)		29.76		8.08			2,650		(0.83	)		2.19			6
2005		25.74		(0.23	)		5.22			4.99			(1.15	)		(1.15	)		0.00	(d)		29.58		19.69			1,499		(0.80	)		2.23			6
Class I
2009	$	28.25	$	0.02		$	(0.89	)	$	(0.87	)	$	(1.45	)	$	(1.45	)	$	0.00	(d)	$	25.93		(1.43	)%	$	99,413		0.11	%		1.23	%		25	%
2008(e)		30.06		0.05			(1.86	)		(1.81	)		—			—			0.00	(d)		28.25		(6.02	)		3,578		0.22	(f)		1.18	(f)		26

†	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 distributions and does not reflect applicable sales charges. Total return for a period of less than one year is not annualized.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the year ended September 30, 2007 would have been 21%. The portfolio turnover rate for the years ended September 2006 and 2005 would have been as shown.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Due to capital share activity throughout the period, net investment income per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.
(c)	Before reduction of custodian fee credits and advisory fee reduction on unsupervised assets for the year ended September 30, 2009.
(d)	Amount represents less than $0.005 per share.
(e)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(f)	Annualized.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund
Notes to Financial Statements

1. Organization. The Gabelli Small Cap Growth Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 as a Maryland corporation. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is capital appreciation. The Fund commenced investment operations on October 22, 1991.

2. Significant Accounting Policies. The preparation of financial statements in accordance with United States (“U.S.”) 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. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Directors (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

16

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

• Level 1 – quoted prices in active markets for identical securities;

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 – significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments by inputs used to value the Fund’s investments as of September 30, 2009 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant		Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 9/30/09
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
Broadcasting	$	6,295,844		—	$	3	$	6,295,847
Cable		21,099,144		—		0		21,099,144
Computer Software and Services		25,539,305		—		24,000		25,563,305
Entertainment		17,700,328		—		203,984		17,904,312
Equipment and Supplies		130,034,403		—		0		130,034,403
Financial Services		67,064,602		—		15		67,064,617
Food and Beverage		86,270,539		—		0		86,270,539
Telecommunications		22,208,160		—		53		22,208,213
Wireless Communications		19,910,000		—		0		19,910,000
Other Industries (a)		735,404,633		—		—		735,404,633
Total Common Stocks		1,131,526,958		—		228,055		1,131,755,013
Preferred Stocks
Business Services		—		—		0		0
Other Industries (a)		603,284		—		—		603,284
Total Preferred Stocks		603,284		—		0		603,284
Warrants
Automotive: Parts and Accessories		1,246		—		243		1,489
Broadcasting		—		—		35		35
Other Industries (a)		215,830		—		—		215,830
Total Warrants		217,076		—		278		217,354
Corporate Bonds		—	$	1,185		—		1,185
U.S. Government Obligations		—		239,180,310		—		239,180,310
TOTAL INVESTMENTS IN SECURITIES	$	1,132,347,318	$	239,181,495	$	228,333	$	1,371,757,146

(a) Security and industry classifications for these categories are detailed in the Schedule of Investments.

17

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

																		Net change
																		in unrealized
																		appreciation/
																		depreciation
								Change in										during the
	Balance		Accrued		Realized			unrealized			Net			Transfers in		Balance		period on Level 3
	as of		discounts/		gain/			appreciation/			purchases/			and/or out		as of		investments held
	9/30/08		(premiums)		(loss)			depreciation†			(sales)			of Level 3		9/30/09		at 9/30/09†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
Broadcasting	$	3	$	—	$	—		$	(17,031	)	$	—		$	17,031	$	3	$	(17,031	)
Cable		0		—		—			—			—			—		0		—
Computer Software and Services		24,000		—		—			—			—			—		24,000		—
Entertainment		170,239		—		—			33,745			—			—		203,984		33,745
Equipment and Supplies		0		—		—			—			—			—		0		—
Financial Services		15		—		—			—			—			—		15		—
Food and Beverage		0		—		—			(5	)		—			5		0		(5	)
Real Estate		390		—		(53,129	)		53,139			(400	)		—		—		—
Telecommunications		53		—		—			—			—			—		53		—
Wireless Communications		0		—		—			—			—			—		0		—
Total Common Stocks		194,700		—		(53,129	)		69,848			(400	)		17,036		228,055		16,709
Preferred Stocks
Business Services		0		—		—			—			—			—		0		—
Rights
Automotive: Parts and Accessories		0		—		0			—			0			—		—		—
Warrants
Automotive: Parts and Accessories		—		—		—			(1,334	)		—			1,577		243		(1,334	)
Broadcasting		—		—		—			(1,492	)		—			1,527		35		(1,492	)
Health Care		0		—		0			24,809			(24,809	)		—		—		—
Total Warrants		0		—		0			21,983			(24,809	)		3,104		278		(2,826	)
Corporate Bonds		0		—		0			0			0			0		—
TOTAL INVESTMENTS IN SECURITIES	$	194,700	$	—	$	(53,129	)	$	91,831		$	(25,209	)	$	20,140	$	228,333	$	13,883

† Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.

Derivative Financial Instruments.

The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these

18

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

     Swap Agreements. The Fund may enter into equity and contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short-term interest rates and the returns on the Fund’s portfolio securities at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. At September 30, 2009, there were no open swap agreements.

     Futures Contracts. The Fund may engage in futures contracts for the purpose of hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase. Upon entering into a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the “initial margin.” Subsequent payments (“variation margin”) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, which are included in unrealized appreciation/depreciation on futures contracts. The Fund recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as a hedging instrument. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. At September 30, 2009 there were no open futures contracts.

     Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the

19

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At September 30, 2009, there were no open forward foreign exchange contracts.

Repurchase Agreements. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At September 30, 2009, there were no open repurchase agreements.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial trade date and subsequent sale trade date is included in realized gain/loss on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Restricted and Illiquid Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal

20

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity.

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 on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, net operating losses, and differing characterizations of distributions made by the Fund. Distributions from net investment income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2009, reclassifications were made to decrease accumulated net investment loss by $967,156 and increase accumulated net realized loss on investments, future contracts, and foreign currency transactions by $20,640, with an off-setting adjustment to additional paid-in capital.

21

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

The tax character of distributions paid during the years ended September 30, 2009 and 2008 was as follows:

	Year Ended		Year Ended
	September 30, 2009		September 30, 2008
Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	3,735,472	$	2,004,512
Net long-term capital gains		50,617,863		45,673,104
Total distributions paid	$	54,353,335	$	47,677,616

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

As of September 30, 2009, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(1,435,829	)
Net unrealized appreciation on investments		240,516,727
Post-October capital loss deferral		(32,957,944	)
Total	$	206,122,954

At September 30, 2009, the Fund had net capital loss carryforwards for federal income tax purposes of $1,435,829, which is available to reduce future required distributions of net capital gains to shareholders through 2017.

Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s fiscal year end may be treated as occurring on the first day of the following year. For the year ended September 30, 2009, the Fund deferred capital losses of $32,957,944.

At September 30, 2009, the difference between book and tax basis unrealized appreciation is primarily due to deferral of losses on wash sales for tax purposes and basis adjustments for investments in partnerships.

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at September 30, 2009:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,131,239,409	$	328,197,623	$	(87,679,886	)	$	240,517,737

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior three tax years) and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

22

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

3. Investment Advisory Agreement and Other Transactions. The Fund has an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser 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 Directors of the Corporation who are affiliated persons of the Adviser.

The Corporation pays each Director who is not considered an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended. Each Director is reimbursed by the Corporation for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Director each receive an annual fee of $1,000. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2009, other than short-term securities and U.S. Government obligations, aggregated $330,830,034 and $169,998,309, respectively.

Sales of U.S. Government obligations for the year ended September 30, 2009, other than short-term obligations, aggregated $42,608,883.

6. Transactions with Affiliates. During the year ended September 30, 2009, the Fund paid brokerage commissions on security trades of $634,250 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it retained $61,598 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended September 30, 2009, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended September 30, 2009, there were no borrowings under the line of credit.

23

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

8. Capital Stock. The Fund offers five classes of shares – Class AAA Shares, Class A Shares, Class B Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from Gabelli & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Company. Class I Shares were first issued on January 11, 2008.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the years ended September 30, 2009 and 2008, amounted to $11,022 and $6,835, respectively.

The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of distributions, (ii) the redemption was initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fee at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that look-through redemption fee procedures or effective anti-short-term trading policies and procedures are in place.

24

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:

	Year Ended						Year Ended
	September 30, 2009						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		19,334,347		$	418,412,502			11,404,075		$	352,403,697
Shares issued upon reinvestment of distributions		2,463,528			48,435,071			1,383,508			44,189,239
Shares redeemed		(11,881,439	)		(246,751,509	)		(6,655,573	)		(204,552,902	)
Net increase		9,916,436		$	220,096,064			6,132,010		$	192,040,034
	Class A						Class A
Shares sold		1,836,925		$	40,930,042			653,236		$	20,020,323
Shares issued upon reinvestment of distributions		65,874			1,300,725			23,669			756,001
Shares redeemed		(423,637	)		(8,956,219	)		(183,365	)		(5,459,615	)
Net increase		1,479,162		$	33,274,548			493,540		$	15,316,709
	Class B						Class B
Shares issued upon reinvestment of distributions		173		$	3,267			189		$	5,832
Shares redeemed		(112	)		(2,601	)		(1,716	)		(49,336	)
Net increase/(decrease)		61		$	666			(1,527	)	$	(43,504	)
	Class C						Class C
Shares sold		1,057,172		$	22,091,220			616,058		$	18,243,833
Shares issued upon reinvestment of distributions		67,280			1,267,666			17,152			529,496
Shares redeemed		(224,541	)		(4,466,159	)		(74,196	)		(2,149,188	)
Net increase		899,911		$	18,892,727			559,014		$	16,624,141
	Class I						Class I*
Shares sold		4,010,805		$	83,835,007			142,672		$	4,323,018
Shares issued upon reinvestment of distributions		11,437			239,324			—			—
Shares redeemed		(314,594	)		(6,638,095	)		(16,013	)		(469,363	)
Net increase		3,707,648		$	77,436,236			126,659		$	3,853,655

* From the commencement of offering Class I Shares on January 11, 2008.

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund’s transactions in the securities of these issuers during the year ended September 30, 2009 is set forth below.

										Net Change								Percent
										in Unrealized						Value at		Owned
	Beginning		Shares/Par		Shares/Par			Ending		Appreciation/			Realized			September 30,		of Shares
	Shares/Par		Purchased		Sold			Shares/Par		Depreciation			Loss			2009		Outstanding
Earl Scheib Inc.		240,900		—		(240,900	)		—	$	(49,385	)	$	(993,436	)		—		0.00	%
Trans-Lux Corp.		165,000		22,000		(15,000	)		172,000		(245,742	)		(111,809	)	$	217,580		8.51

25

The Gabelli Small Cap Growth Fund
Notes to Financials Statements (Continued)

10. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

11. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act, and Rule 17d-1 thereunder, and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC’s findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex including the Fund. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Fund or the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

12. Subsequent Events. Management has evaluated the impact of all subsequent events on the Fund through November 24, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

26

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Small Cap Growth Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Small Cap Growth Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. 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 the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2009, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 Small Cap Growth Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2009

27

The Gabelli Small Cap Growth Fund
Additional Fund Information (Unaudited)

The business and affairs of the Fund are managed under the direction of the Corporation’s Board of Directors. Information pertaining to the Directors and officers of the Corporation is set forth below. The Corporation’s Statement of Additional Information includes additional information about the Corporation’s Directors and is available, without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Small Cap Growth Fund at One Corporate Center, Rye, NY 10580-1422.

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTORS4:
Mario J. Gabelli Director and Chief Investment Officer Age: 67	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer-Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chairman and Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 65	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 73	Since 1991		36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 65	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 70	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Anthony R. Pustorino Director Age: 84	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 75	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 63	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Hollis-Eden Pharmaceuticals (biotechnology); Director of Trans-Lux Corporation (business services)

28

The Gabelli Small Cap Growth Fund
Additional Fund Information (Continued) (Unaudited)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 57	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; President of Teton Advisors, Inc. 1998 through 2008; Chairman of Teton Advisors, Inc. since 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 51	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005; Chief Financial Officer of AMIC Distribution Partners from 2002 through 2004
Peter D. Goldstein Chief Compliance Officer Age: 56	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

2009 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2009, the Fund paid to shareholders ordinary income distributions (comprised of short-term capital gains) totaling $0.07 per share for all classes, and long-term capital gains totaling $50,617,863 on November 26, 2008 and September 28, 2009. The distributions of long-term capital gains have been designated as a capital gain dividend by the Fund’s Board of Directors. For the year ended September 30, 2009, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 100% of the ordinary income distribution as qualified short-term gain, pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

29

Gabelli/GAMCO Funds and Your Personal Privacy

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC or Teton Advisors, Inc., which are affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients. Teton Advisors, Inc. is a publicly held company that provides investment advisory services to the GAMCO Westwood Funds.

What kind of non-public information do we collect about you if you become a shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

• Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

• Information about your transactions with us, any transactions with our affiliates, and transactions with the entities we hire to provide services to you. This would include information about the shares that you buy or redeem. If we hire someone else to provide services—like a transfer agent—we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

GABELLI FAMILY OF FUNDS

VALUE

Gabelli Asset Fund

Seeks to invest primarily in a diversified portfolio of common stocks selling at significant discounts to their private market value. The Fund’s primary objective is growth of capital. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Blue Chip Value Fund

Seeks long term growth of capital through investment primarily in the common stocks of established companies which are temporarily out of favor. The fund’s objective is to identify a catalyst or sequence of events that will return the company to a higher value. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

GAMCO Westwood Equity Fund

Seeks to invest primarily in the common stock of well seasoned companies that have recently reported positive earnings surprises and are trading below Westwood’s proprietary growth rate estimates. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Susan M. Byrne

FOCUSED VALUE

Gabelli Value Fund

Seeks to invest in securities of companies believed to be undervalued. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

SMALL CAP VALUE

Gabelli Small Cap Fund

Seeks to invest primarily in common stock of smaller companies (market capitalizations at the time of investment of $2 billion or less) believed to have rapid revenue and earnings growth potential. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood SmallCap Equity Fund

Seeks to invest primarily in smaller capitalization equity securities – market caps of $2.5 billion or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Nicholas F. Galluccio

Gabelli Woodland Small Cap Value Fund

Seeks to invest primarily in the common stocks of smaller companies (market capitalizations generally less than $3.0 billion) believed to be undervalued with shareholder oriented management teams that are employing strategies to grow the company’s value. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Elizabeth M. Lilly, CFA

GROWTH

GAMCO Growth Fund

Seeks to invest primarily in large cap stocks believed to have favorable, yet undervalued, prospects for earnings growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Howard F. Ward, CFA

GAMCO International Growth Fund

Seeks to invest in the equity securities of foreign issuers with long-term capital appreciation potential. The Fund offers investors global diversification. (Multiclass)

Portfolio Manager: Caesar Bryan

AGGRESSIVE GROWTH

GAMCO Global Growth Fund

Seeks capital appreciation through a disciplined investment program focusing on the globalization and interactivity of the world’s marketplace. The Fund invests in companies at the forefront of accelerated growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

MICRO-CAP

GAMCO Westwood Mighty Mites^SM Fund

Seeks to invest in micro-cap companies that have market capitalizations of $300 million or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Team Managed

EQUITY INCOME

Gabelli Equity Income Fund

Seeks to invest primarily in equity securities with above average market yields. The Fund pays monthly dividends and seeks a high level of total return with an emphasis on income. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood Balanced Fund

Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The Fund’s primary objective is both capital appreciation and current income. (Multiclass)

Co-Portfolio Managers: Susan M. Byrne
Mark Freeman, CFA

GAMCO Westwood Income Fund

Seeks to provide a high level of current income as well as long-term capital appreciation by investing in income producing equity and fixed income securities. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

SPECIALTY EQUITY

GAMCO Global Convertible Securities Fund

Seeks to invest principally in bonds and preferred stocks which are convertible into common stock of foreign and domestic companies. The Fund’s primary objective is total return through a combination of current income and capital appreciation. (Multiclass)

Team Managed

GAMCO Global Opportunity Fund

Seeks to invest in common stock of companies which have rapid growth in revenues and earnings and potential for above average capital appreciation or are undervalued. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

Gabelli SRI Green Fund

Seeks to invest in common and preferred stocks meeting guidelines for social responsibility (avoiding defense contractors and manufacturers of alcohol, abortifacients, gaming, and tobacco products) and sustainability (companies engaged in climate change, energy security and independence, natural resource shortages,organic living,and urbanization). The Fund’s primary objective is capital appreciation. (Multiclass)

Co-Portfolio Managers: Christopher C. Desmarais

John M. Segrich, CFA

SECTOR

GAMCO Global Telecommunications Fund

Seeks to invest in telecommunications companies throughout the world – targeting undervalued companies with strong earnings and cash flow dynamics. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed

GAMCO Gold Fund

Seeks to invest in a global portfolio of equity securities of gold mining and related companies. The Fund’s objective is long-term capital appreciation. Investment in gold stocks is considered speculative and is affected by a variety of worldwide economic, financial, and political factors. (Multiclass)

Portfolio Manager: Caesar Bryan

Gabelli Utilities Fund

Seeks to provide a high level of total return through a combination of capital appreciation and current income. (Multiclass)

Team Managed

MERGER AND ARBITRAGE

Gabelli ABC Fund

Seeks to invest in securities with attractive opportunities for appreciation or investment income. The Fund’s primary objective is total return in various market conditions without excessive risk of capital loss.
(No-load)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Enterprise Mergers and Acquisitions Fund

Seeks to invest in securities believed to be likely acquisition targets within 12–18 months or in arbitrage transactions of publicly announced mergers or other corporate reorganizations. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

CONTRARIAN

GAMCO Mathers Fund

Seeks long-term capital appreciation in various market conditions without excessive risk of capital loss.
(No-load)

Portfolio Manager: Henry Van der Eb, CFA

Comstock Capital Value Fund

Seeks capital appreciation and current income. The Fund may use either long or short positions to achieve its objective. (Multiclass)

Portfolio Manager: Martin Weiner, CFA

FIXED INCOME

GAMCO Westwood Intermediate Bond Fund

Seeks to invest in a diversified portfolio of bonds with various maturities. The Fund’s primary objective is total return. (Multiclass)

Portfolio Manager: Mark Freeman, CFA

CASH MANAGEMENT-MONEY MARKET

Gabelli U.S. Treasury Money Market Fund

Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund’s primary objective is to provide high current income consistent with the preservation of principal and liquidity. (No-load)

Co-Portfolio Managers: Judith A. Raneri
Ronald S. Eaker

An investment in the above Money Market Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Funds may invest in foreign securities which involve risks not ordinarily associated with investments in domestic issues, including currency fluctuation, economic, and political risks.

To receive a prospectus, call 800-GABELLI (422-3554). Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund
before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.

Gabelli Equity Series Funds, Inc.
The Gabelli Small Cap Growth Fund
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
fax: 914-921-5118
website: www.gabelli.com
e-mail: info@gabelli.com
Net Asset Value per share available daily by calling
800-GABELLI after 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
President	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.
Officers
Bruce N. Alpert	Agnes Mullady
President and Secretary	Treasurer
Peter D. Goldstein
Chief Compliance Officer

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 Small Cap Growth Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

GAB443Q309SR

The Gabelli Small Cap Growth Fund

ANNUAL REPORT
SEPTEMBER 30, 2009

The Gabelli Equity Income Fund

Annual Report (a)
September 30, 2009

To Our Shareholders,

     The Gabelli Equity Income Fund’s (the “Fund”) (Class AAA) total return was (2.3%) for the year ended September 30, 2009, compared with (6.9)% for the Standard & Poor’s (“S&P”) 500 Index.

     Enclosed are the investment portfolio and financial statements as of September 30, 2009.

Comparative Results

Average Annual Returns through September 30, 2009 (a)(b)

																						Since
				Year to																		Inception
	Quarter			Date			1 Year			3 Year			5 Year			10 Year			15 Year			(1/2/92)
Gabelli Equity Income Fund
Class AAA		17.24	%		23.44	%		(2.34	)%		(2.20	)%		3.86	%		5.34	%		9.44	%		9.61	%
S&P 500 Index		15.59			19.27			(6.91	)		(5.43	)		1.01			(0.15	)		7.62			7.50
Lipper Equity Income Fund Average		14.92			16.20			(6.42	)		(5.12	)		1.76			2.67			7.12			7.58
Class A		17.30			23.43			(2.34	)		(2.19	)		3.85			5.34			9.44			9.61
		10.55	(c)		16.33	(c)		(7.96	)(c)		(4.10	)(c)		2.63	(c)		4.71	(c)		9.00	(c)		9.24	(c)
Class B		17.10			22.76			(3.07	)		(2.93	)		3.10			4.89			9.13			9.35
		12.10	(d)		17.76	(d)		(7.91	)(d)		(3.91	)(d)		2.74	(d)		4.89			9.13			9.35
Class C		17.03			22.78			(3.07	)		(2.93	)		3.09			4.90			9.13			9.35
		16.03	(e)		21.78	(e)		(4.04	)(e)		(2.93	)		3.09			4.90			9.13			9.35
Class I		17.29			22.43			(2.05	)		(2.03	)		3.96			5.40			9.48			9.65

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.43%, 1.43%, 2.18%, 2.18%, and 1.18%, respectively. Class AAA and I Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively. See page 13 for the expense ratios for the year ended September 30, 2009.

(a)	The Fund’s fiscal year ends September 30.
(b)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of distributions and are net of expenses. 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. Performance returns for periods of less than one year are not annualized. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.
	The Class AAA Share net asset values (“NAVs”) per share are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares, and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance for the Class B Shares and Class C Shares would have been lower and Class I Shares would have been higher due to the differences in expenses associated with these classes of shares. The S&P 500 Index is an unmanaged indicator of stock market performance, while the Lipper Equity Income Fund Average reflects the average performance of mutual funds classified in this particular category. Dividends are considered reinvested. You cannot invest directly in an index.
(c)	Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Performance results include the deferred sales charges for the Class B Shares upon redemption at the end of the quarter, year to date, one year, three year, and five year periods of 5%, 5%, 5%, 3%, and 2%, respectively, of the Fund’s NAV per share at the time of purchase or sale, whichever is lower. Class B Shares are not available for new purchases.
(e)	Performance results include the deferred sales charges for the Class C Shares upon redemption at the end of the quarter, year to date, and one year periods of 1% of the Fund’s NAV per share at the time of purchase or sale, whichever is lower.

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds.

Performance Discussion

     For the twelve months ended September 30, 2009, the Fund’s Class AAA Shares declined 2.3%, versus declines of 6.9% and 6.4% for the S&P 500 Index and Lipper Equity Income Fund Average, respectively.

     Stocks around the world rose during the third calendar quarter as expectations for an economic recovery improved. After coming to a virtual halt in September 2008, economic activity appears to have stabilized. Unprecedented globally coordinated fiscal and monetary stimulus programs have rekindled an appetite for risk and investment. Corporate profits, cushioned in the second calendar quarter by aggressive cost cutting, should benefit from signs of real increases in demand.

     Swedish Match (2.3% of net assets as of September 30, 2009), the Fund’s largest holding, was one of the best performing stocks for the fiscal year ended September 30, 2009. Swedish Match produces tobacco products including snuff, chewing tobacco, cigars, and pipe tobacco. The company’s products are sold in more than 150 countries. Swedish Match has been benefiting from the growth of the smokeless tobacco market in both Scandinavia and the U.S. as public smoking bans and health concerns are driving consumers to seek alternative tobacco products to cigarettes. Another top performing stock was American Express Co. (0.8%). American Express operates its eponymous premiere branded payment network and lends to its largely affluent customer base. American Express ended June 2009 with over 88 million cards in force and $63 million in loans, while its customers charged nearly $300 billion on their credit cards during the first half of 2009. The company’s strong consumer brand has allowed American Express to enter the deposit gathering market as an alternate source of funding.

     Wells Fargo & Co (1.2%) and AT&T Inc. (0.9%) were two of the weaker performing stocks during the year.

      We believe that a reinvigorated mergers and acquisitions market would support our Private Market Value (“PMV”) with a Catalyst^® investment approach. First and foremost, we select stocks based on their fundamentals. We seek an adequate margin of safety and one or more catalysts that can surface the intrinsic value of a security. To the extent that a takeover provides that catalyst, it adds an extra element of return to the portfolio.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE GABELLI EQUITY INCOME FUND CLASS AAA,
THE LIPPER EQUITY INCOME FUND AVERAGE, AND THE S&P 500 INDEX

2

The Gabelli Equity Income Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2009 through September 30, 2009 Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2009.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	04/01/09		09/30/09		Ratio			Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,378.70		1.47	%	$	8.77
Class A	$	1,000.00	$	1,378.00		1.48	%	$	8.82
Class B	$	1,000.00	$	1,373.10		2.21	%	$	13.15
Class C	$	1,000.00	$	1,373.40		2.22	%	$	13.21
Class I	$	1,000.00	$	1,379.30		1.23	%	$	7.34
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.70		1.47	%	$	7.44
Class A	$	1,000.00	$	1,017.65		1.48	%	$	7.49
Class B	$	1,000.00	$	1,013.99		2.21	%	$	11.16
Class C	$	1,000.00	$	1,013.94		2.22	%	$	11.21
Class I	$	1,000.00	$	1,018.90		1.23	%	$	6.23

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2009:

The Gabelli Equity Income Fund

Financial Services	12.1	%
Food and Beverage	11.8	%
Health Care	10.4	%
Consumer Products	6.9	%
Energy and Utilities: Oil	6.6	%
Retail	6.3	%
Telecommunications	5.2	%
Diversified Industrial	3.5	%
Aerospace	3.3	%
Energy and Utilities: Integrated	3.2	%
U.S. Government Obligations	3.1	%
Computer Hardware	2.1	%
Metals and Mining	2.1	%
Electronics	1.8	%
Equipment and Supplies	1.8	%
Energy and Utilities: Services	1.8	%
Entertainment	1.6	%
Computer Software and Services	1.6	%
Automotive: Parts and Accessories	1.6	%
Hotels and Gaming	1.6	%
Specialty Chemicals	1.5	%
Energy and Utilities: Natural Gas	1.4	%
Energy and Utilities: Electric	1.4	%
Agriculture	1.2	%
Machinery	1.2	%
Cable and Satellite	0.8	%
Communications Equipment	0.8	%
Business Services	0.7	%
Environmental Services	0.4	%
Wireless Communications	0.4	%
Broadcasting	0.3	%
Transportation	0.3	%
Aviation: Parts and Services	0.3	%
Publishing	0.2	%
Exchange Traded Funds	0.2	%
Consumer Services	0.1	%
Automotive	0.1	%
Energy and Utilities: Water	0.0	%
Real Estate	0.0	%
Manufactured Housing	0.0	%
Other Assets and Liabilities (Net)	0.3	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2009. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Equity Income Fund
Schedule of Investments — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS — 95.7%
		Aerospace — 3.3%
	2,000	Lockheed Martin Corp.	$	47,350	$	156,160
	2,000	Northrop Grumman Corp.		84,925		103,500
	10,000	Raytheon Co.		279,250		479,700
	370,000	Rockwell Automation Inc.		18,481,776		15,762,000
	2,000	Rockwell Collins Inc.		15,844		101,600
	1,310,000	Rolls-Royce Group plc†		9,212,564		9,856,614
	215,000	The Boeing Co.		12,586,264		11,642,250
				40,707,973		38,101,824
		Agriculture — 1.2%
	100,000	Archer-Daniels-Midland Co.		2,873,352		2,922,000
	138,000	Monsanto Co.		1,827,430		10,681,200
	12,000	The Mosaic Co.		186,246		576,840
				4,887,028		14,180,040
		Automotive — 0.1%
	20,000	Navistar International Corp.†		583,430		748,400
		Automotive: Parts and Accessories — 1.5%
	3,000	BERU AG		319,888		333,602
	250,000	Genuine Parts Co.		8,986,399		9,515,000
	6,000	Johnson Controls Inc.		50,425		153,360
	60,000	Modine Manufacturing Co.		618,883		556,200
	140,000	O’Reilly Automotive Inc.†		3,972,441		5,059,600
	135,000	The Pep Boys - Manny, Moe & Jack		1,562,365		1,318,950
				15,510,401		16,936,712
		Aviation: Parts and Services — 0.3%
	53,200	Curtiss-Wright Corp.		578,882		1,815,716
	40,000	GenCorp Inc.†		321,556		214,400
	5,000	Precision Castparts Corp.		421,987		509,350
	21,000	United Technologies Corp.		609,942		1,279,530
				1,932,367		3,818,996
		Broadcasting — 0.2%
	190,000	CBS Corp., Cl. A, Voting		3,868,612		2,291,400
	30,000	CBS Corp., Cl. B, Non-Voting		283,175		361,500
	132	Granite Broadcasting Corp.† (a)		10,795		0
				4,162,582		2,652,900
		Business Services — 0.7%
	5,000	Automatic Data Processing Inc.		151,707		196,500
	165,000	Diebold Inc.		6,080,375		5,433,450
	4,000	Landauer Inc.		134,546		219,920
	10,000	MasterCard Inc., Cl. A		743,059		2,021,500
				7,109,687		7,871,370
		Cable and Satellite — 0.8%
	155,000	Cablevision Systems Corp., Cl. A		2,670,033		3,681,250
	140,000	DISH Network Corp., Cl. A†		2,888,127		2,696,400
	16,000	EchoStar Corp., Cl. A† .		478,840		295,360
	55,000	Scripps Networks Interactive Inc., Cl. A		2,303,601		2,032,250
	30,000	The DIRECTV Group Inc.†		780,987		827,400
				9,121,588		9,532,660
		Communications Equipment — 0.7%
	250,000	Corning Inc.		3,735,647		3,827,500
	100,000	Motorola Inc.		830,109		859,000
	120,000	Thomas & Betts Corp.†		3,448,817		3,609,600
				8,014,573		8,296,100
		Computer Hardware — 2.1%
	173,000	International Business Machines Corp.		13,935,130		20,692,530
	420,000	Xerox Corp.		4,970,407		3,250,800
				18,905,537		23,943,330
		Computer Software and Services — 1.6%
	90,000	Metavante Technologies Inc.†		1,995,115		3,103,200
	285,000	Microsoft Corp.		7,847,805		7,378,650
	150,000	Perot Systems Corp., Cl. A†		4,441,515		4,455,000
	30,000	Sun Microsystems Inc.†		278,850		272,700
	165,000	Yahoo! Inc.†		5,013,933		2,938,650
				19,577,218		18,148,200
		Consumer Products — 6.9%
	50,000	Altria Group Inc.		643,359		890,500
	150,000	Avon Products Inc.		4,382,495		5,094,000
	15,000	Clorox Co.		823,581		882,300
	10,000	Compagnie Financiere Richemont SA, Cl. A		268,687		282,544
	770,000	Eastman Kodak Co.		8,055,537		3,680,600
	63,000	Energizer Holdings Inc.†		2,834,133		4,179,420
	126,000	Fortune Brands Inc.		6,162,739		5,415,480
	5,000	Hanesbrands Inc.†		108,950		107,000
	34,000	Harman International Industries Inc.		1,171,806		1,151,920
	162,000	Kimberly-Clark Corp.		10,670,886		9,554,760
	7,000	National Presto Industries Inc.		206,562		605,570
	10,000	Pactiv Corp.†		161,895		260,500
	50,000	Philip Morris International Inc.		1,501,172		2,437,000
	100,000	Reckitt Benckiser Group plc		3,154,703		4,887,170
	1,300,000	Swedish Match AB		17,012,653		26,106,852
	200,000	The Procter & Gamble Co.		11,513,349		11,584,000
	78,000	Unilever NV — NY Shares, ADR		1,542,066		2,251,080
				70,214,573		79,370,696
		Consumer Services — 0.1%
	67,500	Rollins Inc.		386,886		1,272,375

See accompanying notes to financial statements.

5

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Diversified Industrial — 3.5%
	5,000	3M Co.	$	213,645	$	369,000
	5,000	Acuity Brands Inc.		54,182		161,050
	4,000	Alstom SA		357,274		291,911
	65,000	Baldor Electric Co.		2,002,927		1,777,100
	105,000	Cooper Industries plc, Cl. A		2,960,552		3,944,850
	98,000	Crane Co.		3,370,338		2,529,380
	785,000	General Electric Co.		18,041,343		12,889,700
	200,000	Honeywell International Inc.		5,938,206		7,430,000
	27,000	ITT Corp.		1,326,176		1,408,050
	418,003	National Patent Development Corp.† (b)		1,030,058		660,445
	120,000	Textron Inc.		763,372		2,277,600
	6,000	Trinity Industries Inc.		82,100		103,140
	180,000	Tyco International Ltd.		7,130,751		6,206,400
	50,000	WHX Corp.†		663,230		96,000
				43,934,154		40,144,626
		Electronics — 1.8%
	600,000	Intel Corp.		12,298,251		11,742,000
	340,000	LSI Corp.†		3,105,578		1,866,600
	190,000	Texas Instruments Inc.		4,127,219		4,501,100
	5,000	Thermo Fisher Scientific Inc.†		127,325		218,350
	130,250	Tyco Electronics Ltd.		4,305,304		2,901,970
				23,963,677		21,230,020
		Energy and Utilities: Electric — 1.4%
	30,000	American Electric Power Co. Inc.		932,060		929,700
	14,000	DTE Energy Co.		606,560		491,960
	85,000	El Paso Electric Co.†		670,852		1,501,950
	80,000	FPL Group Inc.		3,608,192		4,418,400
	99,784	Great Plains Energy Inc.		2,475,161		1,791,123
	60,000	Korea Electric Power Corp., ADR†		977,409		914,400
	56,087	Mirant Corp.†		936,815		921,509
	1,200,000	Mirant Corp., Escrow† (a)		0		0
	150,000	Northeast Utilities		3,148,300		3,561,000
	80,000	The AES Corp.†		268,400		1,185,600
	13,333	UIL Holdings Corp.		293,785		351,858
				13,917,534		16,067,500
		Energy and Utilities: Integrated — 3.2%
	42,000	Allegheny Energy Inc.		404,378		1,113,840
	44,000	BP plc, ADR		1,030,211		2,342,120
	46,000	CH Energy Group Inc.		1,881,549		2,038,260
	80,000	Constellation Energy Group Inc.		2,406,564		2,589,600
	63,000	Dominion Resources Inc.		2,578,128		2,173,500
	110,000	DPL Inc.		2,894,840		2,871,000
	200,000	Duke Energy Corp.		2,462,844		3,148,000
	400,000	El Paso Corp.		4,614,299		4,128,000
	29,000	ENI SpA		304,221		724,830
	6,269	Iberdrola SA, ADR		312,667		245,369
	25,000	Integrys Energy Group Inc.		1,192,522		897,250
	80,000	NSTAR		1,282,183		2,545,600
	75,000	OGE Energy Corp.		2,043,450		2,481,000
	100,000	PNM Resources Inc.		1,042,460		1,168,000
	75,000	Progress Energy Inc.		3,196,534		2,929,500
	15,000	Progress Energy Inc., CVO†		7,800		3,450
	7,200	Public Service Enterprise Group Inc.		156,820		226,368
	32,000	Suncor Energy Inc., New York		837,559		1,105,920
	19,000	Suncor Energy Inc., Toronto		856,903		663,709
	55,000	TECO Energy Inc.		740,886		774,400
	140,000	Westar Energy Inc.		2,333,669		2,731,400
				32,580,487		36,901,116
		Energy and Utilities: Natural Gas — 1.4%
	15,000	AGL Resources Inc.		284,165		529,050
	30,000	Atmos Energy Corp.		769,372		845,400
	90,000	National Fuel Gas Co.		3,387,861		4,122,900
	75,000	ONEOK Inc.		1,699,141		2,746,500
	24,000	Piedmont Natural Gas Co. Inc.		394,017		574,560
	110,000	Southern Union Co.		2,047,400		2,286,900
	65,000	Southwest Gas Corp.		1,365,198		1,662,700
	200,000	Spectra Energy Corp.		4,249,072		3,788,000
				14,196,226		16,556,010
		Energy and Utilities: Oil — 6.6%
	150,000	Anadarko Petroleum Corp.		7,790,230		9,409,500
	38,000	Canadian Oil Sands Trust		1,117,252		1,091,393
	190,000	Chevron Corp.		8,702,369		13,381,700
	185,000	ConocoPhillips		5,343,273		8,354,600
	20,000	Denbury Resources Inc.†		340,653		302,600
	49,000	Devon Energy Corp.		2,021,181		3,299,170
	149,000	Exxon Mobil Corp.		4,735,083		10,222,890
	35,000	Marathon Oil Corp.		1,477,598		1,116,500
	30,000	Nexen Inc.		924,468		682,016
	2,000	Niko Resources Ltd.		114,911		156,447
	94,000	Occidental Petroleum Corp.		3,654,851		7,369,600
	12,000	PetroChina Co. Ltd., ADR		856,611		1,365,000
	130,000	Petroleo Brasileiro SA, ADR		5,454,520		5,967,000
	33,000	Repsol YPF SA, ADR		689,095		896,280
	120,000	Royal Dutch Shell plc, Cl. A, ADR		5,536,435		6,862,800
	25,000	StatoilHydro ASA, ADR		327,939		563,500
	17,518	Total SA, ADR		290,564		1,038,117
	36,000	Transocean Ltd.†		2,816,538		3,079,080
	160,000	UTS Energy Corp.†		804,039		258,534
	40,000	WesternZagros Resources Ltd.†		147,109		80,699
				53,144,719		75,497,426

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Services — 1.8%
	30,000	ABB Ltd., ADR	$	351,824	$	601,200
	52,000	Cameron International Corp.†		746,014		1,966,640
	38,178	GDF Suez, Strips		0		56
	375,000	Halliburton Co.		11,177,922		10,170,000
	40,000	Oceaneering International Inc.†		1,762,700		2,270,000
	40,000	Schlumberger Ltd.		1,275,020		2,384,000
	175,000	Weatherford International Ltd.†		3,803,877		3,627,750
				19,117,357		21,019,646
		Energy and Utilities: Water — 0.0%
	30,000	Aqua America Inc.		329,550		529,200
		Entertainment — 1.6%
	65,000	Grupo Televisa SA, ADR		1,584,157		1,208,350
	40,000	Rank Group plc†		89,100		57,054
	110,000	Time Warner Inc.		3,492,176		3,165,800
	290,000	Viacom Inc., Cl. A†		11,563,851		8,540,500
	185,000	Vivendi		6,697,039		5,724,399
				23,426,323		18,696,103
		Environmental Services — 0.4%
	145,000	Waste Management Inc.		4,749,875		4,323,900
		Equipment and Supplies — 1.8%
	12,000	A.O. Smith Corp.		253,184		457,200
	11,000	Danaher Corp.		791,231		740,520
	112,000	Flowserve Corp.		4,898,085		11,036,480
	6,000	Ingersoll-Rand plc		120,853		184,020
	1,500	Minerals Technologies Inc.		37,938		71,340
	40,000	Mueller Industries Inc.		1,650,585		954,800
	12,000	Parker Hannifin Corp.		459,607		622,080
	115,000	Tenaris SA, ADR		4,820,468		4,096,300
	970,000	Tomkins plc		4,715,456		2,923,704
				17,747,407		21,086,444
		Exchange Traded Funds — 0.2%
	300,000	Proshares Ultra Financials		1,822,601		1,770,000
		Financial Services — 12.1%
	6,324	Alleghany Corp.†		1,015,192		1,638,232
	270,000	American Express Co.		10,875,047		9,153,000
	23,990	Argo Group International Holdings Ltd.†		741,793		807,983
	25,500	Banco Popular Espanol SA		185,939		255,612
	2,000	Banco Santander Chile, ADR		29,250		115,080
	160,000	Banco Santander SA, ADR		1,233,058		2,584,000
	440,000	Bank of America Corp.		5,590,199		7,444,800
	11,025	BNP Paribas		439,576		880,890
	400,000	Citigroup Inc.		2,176,760		1,936,000
	50,000	Commerzbank AG, ADR†		896,273		635,000
	50,000	Deutsche Bank AG		2,453,861		3,838,500
	105,000	Discover Financial Services		1,820,893		1,704,150
	200,300	Federal National Mortgage Association†		192,571		304,456
	15,000	Federated Investors Inc., Cl. B		377,721		395,550
	29,583	Fidelity Southern Corp.†		284,947		93,778
	200,000	H&R Block Inc.		4,455,381		3,676,000
	30,000	Huntington Bancshares Inc.		391,484		141,300
	120,000	Janus Capital Group Inc.		1,869,046		1,701,600
	240,199	JPMorgan Chase & Co.		8,328,850		10,525,520
	410,000	Legg Mason Inc.		11,623,922		12,722,300
	31,000	Leucadia National Corp.†		381,995		766,320
	110,000	Loews Corp.		5,083,079		3,767,500
	115,000	M&T Bank Corp.		8,201,329		7,166,800
	415,000	Marsh & McLennan Companies Inc.		12,608,047		10,262,950
	10,000	Moody’s Corp.		171,766		204,600
	160,000	Morgan Stanley		4,978,572		4,940,800
	6,000	Northern Trust Corp.		60,300		348,960
	70,000	NYSE Euronext		1,612,128		2,022,300
	12,000	Och-Ziff Capital Management Group LLC, Cl. A		74,969		146,040
	50,000	PNC Financial Services Group Inc.		2,084,482		2,429,500
	500	Raiffeisen International Bank Holding AG		28,874		32,604
	958	Reinet Investments SCA†		188,972		13,458
	6,000	Royal Bank of Canada		286,580		321,420
	170,000	SLM Corp.†		3,488,420		1,482,400
	196,000	Sterling Bancorp		2,986,706		1,415,120
	12,000	SunTrust Banks Inc.		251,737		270,600
	50,000	T. Rowe Price Group Inc.		1,388,039		2,285,000
	100,000	TD Ameritrade Holding Corp.†		1,808,242		1,962,000
	2,000	The Allstate Corp.		61,340		61,240
	475,509	The Bank of New York Mellon Corp.		13,909,266		13,785,006
	5,000	The Charles Schwab Corp.		77,500		95,750
	2,000	The Dun & Bradstreet Corp.		20,476		150,640
	9,000	The Goldman Sachs Group Inc.		1,174,866		1,659,150
	6,000	The Student Loan Corp.		374,071		278,400
	36,000	The Travelers Companies Inc.		1,428,424		1,772,280
	40,000	Unitrin Inc.		1,156,156		779,600
	180,000	Waddell & Reed Financial Inc., Cl. A		4,042,072		5,121,000
	488,000	Wells Fargo & Co.		14,853,234		13,751,840
	112,000	Wilmington Trust Corp.		3,223,303		1,590,400
				140,986,708		139,437,429

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Food and Beverage — 11.8%
	30,000	Anheuser-Busch InBev NV	$	496,266	$	1,369,922
	64,000	Brown-Forman Corp., Cl. A		2,899,384		3,268,480
	13,500	Brown-Forman Corp., Cl. B		825,919		650,970
	160,000	Cadbury plc, ADR		6,152,305		8,193,600
	147,000	Campbell Soup Co.		4,322,766		4,795,140
	40,000	Coca-Cola Amatil Ltd., ADR		246,845		696,000
	10,000	Coca-Cola Femsa SAB de CV, ADR		263,508		481,000
	200,000	Constellation Brands Inc., Cl. A†		2,611,207		3,030,000
	16,000	Corn Products International Inc.		197,588		456,320
	136,389	Danone		6,897,164		8,218,946
	300,000	Dean Foods Co.†		5,867,852		5,337,000
	70,000	Del Monte Foods Co.		713,701		810,600
	62,000	Diageo plc, ADR		2,742,932		3,812,380
	110,000	Dr. Pepper Snapple Group Inc.†		2,330,589		3,162,500
	147,000	Fomento Economico Mexicano SAB de CV, ADR		3,393,837		5,593,350
	110,000	General Mills Inc.		5,457,146		7,081,800
	800,000	Grupo Bimbo SAB de CV, Cl. A		2,557,333		4,455,509
	122,000	H.J. Heinz Co.		4,325,482		4,849,500
	115,000	Heineken NV		5,111,847		5,301,854
	200,000	ITO EN Ltd.		4,311,208		3,703,002
	20,000	ITO EN Ltd., Preference		463,675		217,679
	3,000	Kellogg Co.		92,580		147,690
	420,000	Kraft Foods Inc., Cl. A		12,824,994		11,033,400
	100,000	Nestlé SA		2,083,075		4,261,314
	105,000	NISSIN FOODS HOLDINGS CO. LTD.		3,438,629		4,035,537
	300,000	Parmalat SpA		833,450		829,285
	100,000	PepsiAmericas Inc.		2,166,151		2,856,000
	32,949	Pernod-Ricard SA		2,560,649		2,616,691
	39,000	Remy Cointreau SA		2,216,779		1,631,373
	50,000	Sapporo Holdings Ltd.		510,013		255,111
	375,000	The Coca-Cola Co.		17,259,052		20,137,500
	75,000	The Hershey Co.		3,190,083		2,914,500
	57,268	Tootsie Roll Industries Inc.		1,398,580		1,361,833
	380,000	Tyson Foods Inc., Cl. A		5,785,335		4,799,400
	7,000	Wimm-Bill-Dann Foods OJSC, ADR†		249,970		500,570
	135,000	YAKULT HONSHA Co. Ltd.		3,659,573		3,601,905
				120,457,467		136,467,661
		Health Care — 10.4%
	30,000	Abbott Laboratories		1,257,909		1,484,100
	23,000	Aetna Inc.		812,404		640,090
	120,000	Baxter International Inc.		4,604,601		6,841,200
	100,000	Becton, Dickinson and Co.		6,601,932		6,975,000
	350,000	Boston Scientific Corp.†		4,611,187		3,706,500
	72,000	Bristol-Myers Squibb Co.		1,764,132		1,621,440
	280,000	Covidien plc		10,538,875		12,112,800
	135,000	Eli Lilly & Co.		7,570,019		4,459,050
	11,276	GlaxoSmithKline plc, ADR		515,984		445,515
	22,000	Henry Schein Inc.†		566,365		1,208,020
	100,000	Hospira Inc.†		3,605,739		4,460,000
	290,000	Johnson & Johnson		18,343,692		17,658,100
	10,000	Laboratory Corp. of America Holdings†		696,819		657,000
	6,000	Mead Johnson Nutrition Co., Cl. A		149,840		270,660
	25,000	Medco Health Solutions Inc.†		639,612		1,382,750
	90,000	Merck & Co. Inc.		2,710,521		2,846,700
	5,000	Nobel Biocare Holding AG		139,480		165,493
	145,000	Novartis AG, ADR		7,919,877		7,305,100
	30,000	Patterson Companies Inc.†		1,080,112		817,500
	600,000	Pfizer Inc.		14,266,365		9,930,000
	160,000	Schering-Plough Corp.		3,040,963		4,520,000
	94,600	Sepracor Inc.†		2,158,299		2,166,340
	62,000	St. Jude Medical Inc.†		2,704,603		2,418,620
	740,000	Tenet Healthcare Corp.†		5,107,489		4,351,200
	275,000	UnitedHealth Group Inc.		11,953,831		6,886,000
	18,000	William Demant Holding A/S†		880,509		1,337,514
	220,000	Wyeth		9,475,421		10,687,600
	44,000	Zimmer Holdings Inc.†		2,690,494		2,351,800
				126,407,074		119,706,092
		Hotels and Gaming — 1.6%
	125,000	International Game Technology		2,928,329		2,685,000
	529,411	Ladbrokes plc		7,677,932		1,585,559
	300,000	Las Vegas Sands Corp.†		1,669,152		5,052,000
	400,000	MGM Mirage†		5,566,209		4,816,000
	80,000	Starwood Hotels & Resorts Worldwide Inc.		1,673,543		2,642,400
	15,000	Wynn Resorts Ltd.†		579,315		1,063,350
				20,094,480		17,844,309
		Machinery — 1.2%
	6,000	Caterpillar Inc.		35,181		307,980
	320,400	Deere & Co.		15,974,668		13,751,568
	9,009	Mueller Water Products Inc., Cl. A		116,730		49,369
				16,126,579		14,108,917
		Manufactured Housing — 0.0%
	180,000	Champion Enterprises Inc.†		956,988		82,800

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Metals and Mining — 2.1%
	355,000	Alcoa Inc.	$	8,046,761	$	4,657,600
	9,000	Carpenter Technology Corp.		301,239		210,510
	128,000	Freeport-McMoRan Copper & Gold Inc.		3,196,653		8,782,080
	190,000	Newmont Mining Corp.		7,722,899		8,363,800
	45,000	Peabody Energy Corp.		1,713,246		1,674,900
	6,615	Teck Resources Ltd., Cl. B†		533,053		182,265
				21,513,851		23,871,155
		Publishing — 0.2%
	5,000	Idearc Inc.†		268		125
	6,016	News Corp., Cl. B		70,881		84,164
	30,000	PagesJaunes Groupe		832,318		389,004
	35,000	The McGraw-Hill Companies Inc.		1,280,632		879,900
	10,000	The New York Times Co., Cl. A		227,194		81,200
	800	The Washington Post Co., Cl. B		465,710		374,464
	3,000	Value Line Inc.		113,776		92,610
				2,990,779		1,901,467
		Real Estate — 0.0%
	7,100	Griffin Land & Nurseries Inc.		140,192		227,200
		Retail — 5.9%
	18,000	Copart Inc.†		535,865		597,780
	220,000	Costco Wholesale Corp.		11,379,094		12,421,200
	350,000	CVS Caremark Corp.		12,913,611		12,509,000
	76,600	Ingles Markets Inc., Cl. A		1,497,403		1,212,578
	420,000	Macy’s Inc.		6,726,835		7,681,800
	170,000	Safeway Inc.		3,593,397		3,352,400
	500	Sears Holdings Corp.†		40,733		32,655
	90,000	SUPERVALU Inc.		2,638,035		1,355,400
	240,000	The Great Atlantic & Pacific Tea Co. Inc.†		4,314,004		2,138,400
	85,000	The Home Depot Inc.		2,457,561		2,264,400
	65,000	Tractor Supply Co.†		2,355,113		3,147,300
	234,000	Wal-Mart Stores Inc.		11,089,209		11,487,060
	160,000	Walgreen Co.		5,432,876		5,995,200
	10,000	Weis Markets Inc.		300,480		319,500
	100,000	Whole Foods Market Inc.†		3,392,986		3,049,000
				68,667,202		67,563,673
		Specialty Chemicals — 1.4%
	44,000	Albemarle Corp.		576,219		1,522,400
	40,000	Ashland Inc.		1,537,678		1,728,800
	80,000	E. I. du Pont de Nemours and Co.		3,611,647		2,571,200
	240,000	Ferro Corp.		2,594,320		2,136,000
	2,000	FMC Corp.		64,790		112,500
	20,000	H.B. Fuller Co.		413,172		418,000
Shares/					Market
Units			Cost		Value
	72,000	International Flavors & Fragrances Inc.	$	3,395,843	$	2,730,960
	3,500	NewMarket Corp.		13,508		325,640
	100,000	Omnova Solutions Inc.†		667,863		648,000
	5,000	Quaker Chemical Corp.		90,412		109,650
	40,000	Sensient Technologies Corp.		822,757		1,110,800
	90,000	The Dow Chemical Co.		3,802,200		2,346,300
	4,000	Zep Inc.		17,026		65,000
				17,607,435		15,825,250
		Telecommunications — 5.1%
	365,000	AT&T Inc.		9,749,736		9,858,650
	485,000	BCE Inc.		10,893,314		11,964,950
	42,000	Belgacom SA		1,442,581		1,636,092
	4,495	Bell Aliant Regional Communications Income Fund (a)(b)		117,429		117,223
	50,000	BT Group plc		204,914		103,880
	30,000	BT Group plc, ADR		1,006,938		624,300
	140,000	Cable & Wireless plc		273,765		321,070
	30,000	CenturyTel Inc.		961,032		1,008,000
	350,000	Cincinnati Bell Inc.†		1,886,496		1,225,000
	360,000	Deutsche Telekom AG, ADR		6,193,929		4,917,600
	15,000	France Telecom SA, ADR		436,434		403,800
	120,000	Qwest Communications International Inc.		478,800		457,200
	1,900,000	Sprint Nextel Corp.†		9,190,438		7,505,000
	8,195	Telefonica SA, ADR		80,699		679,447
	300,000	Telekom Austria AG		4,658,392		5,408,569
	144,500	Telephone & Data Systems Inc.		5,307,372		4,480,945
	12,000	TELUS Corp.		185,454		387,129
	18,000	TELUS Corp., Non-Voting		874,021		559,620
	230,000	Verizon Communications Inc.		8,393,337		6,962,100
				62,335,081		58,620,575
		Transportation — 0.3%
	8,000	Burlington Northern Santa Fe Corp.		643,443		638,640
	115,000	GATX Corp.		4,379,544		3,214,250
				5,022,987		3,852,890
		Wireless Communications — 0.4%
	2,400	NTT DoCoMo Inc.		3,485,733		3,834,011
	14,000	Turkcell Iletisim Hizmetleri A/S, ADR		223,798		250,180
				3,709,531		4,084,191
		TOTAL COMMON STOCKS		1,057,060,107		1,102,289,203

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		CONVERTIBLE PREFERRED STOCKS — 0.2%
		Communications Equipment — 0.1%
	1,100	Lucent Technologies Capital Trust I,
		7.750% Cv. Pfd.	$	759,000	$	841,500
		Energy and Utilities: Integrated — 0.0%
	300	El Paso Corp.,
		4.990% Cv. Pfd. (b)		293,192		279,255
		Entertainment — 0.0%
	3,000	Metromedia International Group Inc.,
		7.250% Cv. Pfd.†		5,310		60,000
		Telecommunications — 0.1%
	33,000	Cincinnati Bell Inc.,
		6.750% Cv. Pfd., Ser. B		918,893		1,138,500
		TOTAL CONVERTIBLE PREFERRED STOCKS		1,976,395		2,319,255
		RIGHTS — 0.0%
		Financial Services — 0.0%
	11,025	BNP Paribas,
		expire 10/13/09†		0		23,878
		WARRANTS — 0.0%
		Broadcasting — 0.0%
	330	Granite Broadcasting Corp.,
		Ser. A, expire 06/04/12† (a)		0		0
	330	Granite Broadcasting Corp.,
		Ser. B, expire 06/04/12†(a)		0		3
		TOTAL WARRANTS		0		3
Principal
Amount
		CORPORATE BONDS — 0.7%
		Automotive: Parts and Accessories — 0.1%
$	800,000	Standard Motor Products Inc.,
		Sub. Deb. Cv., 15.000%, 04/15/11 (a)		769,102		924,000
		Broadcasting — 0.1%
	350,000	Sinclair Broadcast Group Inc.,
		Cv. (STEP), 4.875%, 07/15/18		338,769		304,500
	2,200,000	Sinclair Broadcast Group Inc.,
		Sub. Deb. Cv., 6.000%, 09/15/12		1,954,310		1,355,750
	200,000	Young Broadcasting Inc.,
		Sub. Deb., 10.000%, 03/01/11†		154,752		250
				2,447,831		1,660,500
		Computer Hardware — 0.0%
	500,000	SanDisk Corp., Cv.,
		1.000%, 05/15/13		256,624		391,250
		Energy and Utilities: Electric — 0.0%
	100,000	Texas Competitive Electric
		Holdings Co. LLC,
		Ser. B (STEP), 10.250%, 11/01/15		64,269		72,500
		Financial Services — 0.0%
	300,000	M-Systems Finance NV, Cv.,
		1.000%, 03/15/35		255,351		297,000
		Retail — 0.4%
	4,400,000	The Great Atlantic &
		Pacific Tea Co. Inc., Cv., 5.125%, 06/15/11		4,293,126		4,213,000
		Specialty Chemicals — 0.1%
	950,000	Ferro Corp., Cv.,
		6.500%, 08/15/13		494,340		845,500
		TOTAL CORPORATE BONDS		8,580,643		8,403,750
		U.S. GOVERNMENT OBLIGATIONS — 3.1%
	35,248,000	U.S. Treasury Bills,
		0.066% to 0.289%††, 10/01/09 to 02/11/10		35,240,280		35,242,196
		TOTAL INVESTMENTS — 99.7%	$	1,102,857,425		1,148,278,285
		Other Assets and Liabilities (Net) — 0.3%				3,332,725
		NET ASSETS — 100.0%			$	1,151,611,010

(a)	Security fair valued under procedures established by the Board of Directors. The procedures may include reviewing available financial information about the company and reviewing the valuation of comparable securities and other factors on a regular basis. At September 30, 2009, the market value of fair valued securities amounted to $1,041,226 or 0.09% of net assets.
(b)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2009, the market value of Rule 144A securities amounted to $1,056,923 or 0.09% of net assets.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt
CVO	Contingent Value Obligation
STEP	Step coupon bond. The rate disclosed is that in effect at September 30, 2009.

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Statement of Assets and Liabilities
September 30, 2009

Assets:
Investments, at value (cost $1,102,857,425)	$	1,148,278,285
Foreign currency, at value (cost $21,453)		21,066
Cash		1,082
Receivable for Fund shares sold		4,052,501
Unrealized appreciation on swap contracts		13,164
Dividends and interest receivable		2,185,241
Prepaid expenses		42,643
Total Assets		1,154,593,982
Liabilities:
Payable for Fund shares redeemed		1,206,120
Payable for investment advisory fees		922,165
Payable for distribution fees		242,524
Payable for accounting fees		7,500
Payable for shareholder services fees		334,420
Payable for shareholder communications expense		157,068
Unrealized depreciation on swap contracts		4,612
Other accrued expenses		108,563
Total Liabilities		2,982,972
Net Assets applicable to 67,266,871 shares outstanding	$	1,151,611,010
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	1,197,618,273
Accumulated distributions in excess of net investment income		(42,080	)
Accumulated net realized loss on investments, swap contracts, and foreign currency transactions		(91,398,293	)
Net unrealized appreciation on investments		45,420,860
Net unrealized appreciation on swap contracts		8,552
Net unrealized appreciation on foreign currency translations		3,698
Net Assets	$	1,151,611,010
Shares of Capital Stock
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,088,654,911 ÷ 63,526,810 shares outstanding; 150,000,000 shares authorized)	$	17.14
Class A:
Net Asset Value and redemption price per share ($31,104,116 ÷ 1,820,301 shares outstanding; 50,000,000 shares authorized)	$	17.09
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	18.13
Class B:
Net Asset Value and offering price per share ($114,350 ÷ 6,987 shares outstanding; 50,000,000 shares authorized)	$	16.37	(a)
Class C:
Net Asset Value and offering price per share ($22,918,741 ÷ 1,400,935 shares outstanding; 50,000,000 shares authorized)	$	16.36	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($8,818,892 ÷ 511,838 shares outstanding; 50,000,000 shares authorized)	$	17.23

(a) Redemption price varies based on the length of time held.

Statement of Operations
For the Year Ended September 30, 2009

Investment Income:
Dividends (net of foreign taxes of $860,785)	$	26,276,075
Interest		960,160
Total Investment Income		27,236,235
Expenses:
Investment advisory fees		9,195,276
Distribution fees — Class AAA		2,184,527
Distribution fees — Class A		56,512
Distribution fees — Class B		1,673
Distribution fees — Class C		172,202
Shareholder services fees		1,362,608
Shareholder communications expenses		395,117
Custodian fees		164,113
Registration expenses		85,150
Legal and audit fees		64,467
Accounting fees		45,000
Directors’ fees		41,456
Interest expense		17,032
Miscellaneous expenses		99,775
Total Expenses		13,884,908
Less:
Custodian fee credits		(1,083	)
Net Expenses		13,883,825
Net Investment Income		13,352,410
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency:
Net realized loss on investments		(73,664,410	)
Net realized gain on swap contracts		17,153
Net realized loss on foreign currency transactions		(41,057	)
Net realized loss on investments, swap contracts, and foreign currency transactions		(73,688,314	)
Net change in unrealized appreciation/ depreciation on:
investments		19,462,815
swap contracts		39,429
foreign currency translations		9,562
Net change in unrealized appreciation/ depreciation on investments, swap contracts, and foreign currency translations		19,511,806
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency		(54,176,508	)
Net Decrease in Net Assets Resulting from Operations	$	(40,824,098	)

See accompanying notes to financial statements

11

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2009			September 30, 2008
Operations:
Net investment income	$	13,352,410		$	10,824,552
Net realized loss on investments, swap contracts, and foreign currency transactions		(73,688,314	)		(9,197,201	)
Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations		19,511,806			(265,173,842	)
Net Decrease in Net Assets Resulting from Operations		(40,824,098	)		(263,546,491	)
Distributions to Shareholders:
Net investment income
Class AAA		(12,708,696	)		(10,546,445	)
Class A		(332,367	)		(176,682	)
Class B		(2,539	)		(2,809	)
Class C		(263,177	)		(173,060	)
Class I		(93,966	)		(5,950	)
		(13,400,745	)		(10,904,946	)
Net realized gain
Class AAA		—			(21,351,419	)
Class A		—			(316,681	)
Class B		—			(6,167	)
Class C		—			(328,750	)
		—			(22,003,017	)
Return of capital
Class AAA		(9,214,213	)		(9,231,544	)
Class A		(240,977	)		(154,376	)
Class B		(1,841	)		(2,462	)
Class C		(190,811	)		(151,338	)
Class I		(68,128	)		(5,126	)
		(9,715,970	)		(9,544,846	)
Total Distributions to Shareholders		(23,116,715	)		(42,452,809	)
Capital Share Transactions:
Class AAA		18,397,736			239,884,656
Class A		8,036,701			12,798,114
Class B		(110,470	)		(12,254	)
Class C		4,589,115			6,182,277
Class I		6,354,700			1,135,297
Net Increase in Net Assets from Capital Share Transactions		37,267,782			259,988,090
Redemption Fees		1,178			7,092
Net Decrease in Net Assets		(26,671,853	)		(46,004,118	)
Net Assets:
Beginning of period		1,178,282,863			1,224,286,981
End of period (including undistributed net investment income of $0 and $68,657, respectively)	$	1,151,611,010		$	1,178,282,863

See accompanying notes to financial statements.

12

The Gabelli Equity Income Fund
Financial Highlights

Selected data for a share of capital stock outstanding throughout each period:

			Income																														Ratios to Average Net Assets/
			from Investment Operations								Distributions																						Supplemental Data
					Net
	Net Asset				Realized and			Total						Net												Net Asset					Net Assets
Period	Value,		Net		Unrealized			from			Net			Realized			Return									Value,					End of		Net						Portfolio
Ended	Beginning		Investment		Gain (Loss) on			Investment			Investment			Gain on			of			Total			Redemption			End of		Total			Period		Investment			Operating			Turnover
September 30	of Period		Income(a)		Investments			Operations			Income			Investments			Capital			Distributions			Fees(a)			Period		Return†			(in 000’s)		Income			Expenses(b)			Rate††
Class AAA
2009	$	18.00	$	0.21	$	(0.71	)	$	(0.50	)	$	(0.21	)		—		$	(0.15	)	$	(0.36	)	$	0.00	(c)	$	17.14		(2.34	)%	$	1,088,655		1.46	%		1.50	%		17	%
2008		22.98		0.18		(4.43	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00	(c)		18.00		(18.95	)		1,135,543		0.87			1.43			22
2007		20.23		0.22		3.37			3.59			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.98		18.19			1,191,351		1.01			1.43			12
2006		18.72		0.38		1.68			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		20.23		11.25			794,375		1.98			1.46			14
2005		16.73		0.24		2.41			2.65			(0.24	)		(0.42	)		—			(0.66	)		0.00	(c)		18.72		16.09			580,081		1.33			1.46			11
Class A
2009	$	17.95	$	0.21	$	(0.71	)	$	(0.50	)	$	(0.21	)		—		$	(0.15	)	$	(0.36	)	$	0.00	(c)	$	17.09		(2.34	)%	$	31,104		1.46	%		1.50	%		17	%
2008		22.91		0.18		(4.41	)		(4.23	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00	(c)		17.95		(18.92	)		22,979		0.88			1.43			22
2007		20.17		0.22		3.36			3.58			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.91		18.20			15,313		1.00			1.43			12
2006		18.66		0.39		1.67			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		20.17		11.29			8,379		2.02			1.46			14
2005		16.72		0.20		2.43			2.63			(0.27	)		(0.42	)		—			(0.69	)		0.00	(c)		18.66		15.99			3,644		1.08			1.50			11
Class B
2009	$	17.34	$	0.10	$	(0.71	)	$	(0.61	)	$	(0.21	)		—		$	(0.15	)	$	(0.36	)	$	0.00	(c)	$	16.37		(3.07	)%	$	114		0.73	%		2.25	%		17	%
2008		22.32		0.02		(4.27	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00	(c)		17.34		(19.54	)		252		0.12			2.18			22
2007		19.82		0.06		3.28			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.32		17.28			344		0.29			2.18			12
2006		18.48		0.36		1.53			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		19.82		10.46			352		1.91			2.21			14
2005		16.62		0.04		2.46			2.50			(0.22	)		(0.42	)		—			(0.64	)		0.00	(c)		18.48		15.28			32		0.20			2.22			11
Class C
2009	$	17.33	$	0.10	$	(0.71	)	$	(0.61	)	$	(0.21	)		—		$	(0.15	)	$	(0.36	)	$	0.00	(c)	$	16.36		(3.07	)%	$	22,919		0.70	%		2.25	%		17	%
2008		22.31		0.03		(4.28	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00	(c)		17.33		(19.55	)		18,547		0.13			2.18			22
2007		19.81		0.05		3.29			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.31		17.29			17,279		0.24			2.18			12
2006		18.47		0.24		1.65			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		19.81		10.46			8,044		1.26			2.21			14
2005		16.64		0.07		2.43			2.50			(0.25	)		(0.42	)		—			(0.67	)		0.00	(c)		18.47		15.24			3,374		0.37			2.24			11
Class I
2009	$	18.04	$	0.25	$	(0.70	)	$	(0.45	)	$	(0.21	)		—		$	(0.15	)	$	(0.36	)	$	0.00	(c)	$	17.23		(2.05	)%	$	8,819		1.71	%		1.25	%		17	%
2008(d)		21.42		0.19		(3.30	)		(3.11	)		(0.14	)		—			(0.13	)		(0.27	)		0.00	(c)		18.04		(14.65	)		962		1.31	(e)		1.18	(e)		22

†	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 distributions and does not reflect applicable sales charges. Total return for a period of less than one year is not annualized.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended September 30, 2007, 2006, and 2005 would have been 20%, 34%, and 26%, respectively.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratios for the year ended September 30, 2006 would have been 1.45%, 1.45%, 2.20%, and 2.20% for Class AAA, Class A, Class B, and Class C, respectively. For the years ended September 30, 2009, 2008, 2007, and 2005, the effect of the custodian fee credits was minimal.
(c)	Amount represents less than $0.005 per share.
(d)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(e)	Annualized.

See accompanying notes to financial statements.

13

The Gabelli Equity Income Fund
Notes to Financial Statements

1. Organization. The Gabelli Equity Income Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 as a Maryland corporation. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is to seek a high level of total return with an emphasis on income. The Fund commenced investment operations on January 2, 1992.

2. Significant Accounting Policies. The preparation of financial statements in accordance with United States (“U.S.”) 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. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Directors (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

14

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

• Level 1 – quoted prices in active markets for identical securities;

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 – significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments and other financial instruments by inputs used to value the Fund’s investments as of September 30, 2009 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant			Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs			Unobservable Inputs		at 9/30/09
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
Broadcasting	$	2,652,900		—		$	0	$	2,652,900
Energy and Utilities: Electric		16,067,500		—			0		16,067,500
Other Industries (a)		1,083,568,803		—			—		1,083,568,803
Total Common Stocks		1,102,289,203							1,102,289,203
Convertible Preferred Stocks (a)		2,319,255		—			—		2,319,255
Rights (a)		23,878		—			—		23,878
Warrants (a)		—		—			3		3
Corporate Bonds		—	$	8,403,750			—		8,403,750
U.S. Government Obligations		—		35,242,196			—		35,242,196
TOTAL INVESTMENTS IN SECURITIES	$	1,104,632,336	$	43,645,946		$	3	$	1,148,278,285
OTHER FINANCIAL INSTRUMENTS:
ASSETS (Unrealized Appreciation): *
Contract for Difference Swap Agreement	$	—	$	13,164		$	—	$	13,164
OTHER FINANCIAL INSTRUMENTS:
LIABILITIES (Unrealized Depreciation): *
Contract for Difference Swap Agreement		—		(4,612	)		—		(4,612	)
TOTAL OTHER FINANCIAL INSTRUMENTS	$	—	$	8,552		$	—	$	8,552

(a)	Security and industry classifications for these categories are detailed in the Schedule of Investments.
*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation of the investment.

15

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

																		Net change
																		in unrealized
																		appreciation/
																		depreciation
							Change in											during the
	Balance		Accrued		Realized		unrealized			Net			Transfers in			Balance		period on Level 3
	as of		discounts/		gain/		appreciation/			purchases/			and/or out			as of		investments held
	9/30/08		(premiums)		(loss)		depreciation†			(sales)			of Level 3			9/30/09		at 9/30/09†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks
Broadcasting	$	—	$	—	$	—	$	(924	)	$	—		$	924		$	0	$	(924	)
Energy and Utilities: Electric		0		—		—		—			—			—			0		—
Energy and Utilities: Integrated		4,950		—		—		—			—			(4,950	)		—		—
Total Common Stocks		4,950		—		—		(924	)		—			(4,026	)		0		(924	)
Corporate Bonds		0		—		0		97,499			(97,499	)		—			—		—
Warrants
Broadcasting		—		—		—		(116	)		—			119			3		(116	)
Total Warrants		—		—		—		(116	)		—			119			3		(116	)
TOTAL INVESTMENTS IN SECURITIES	$	4,950	$	—	$	0	$	96,459		$	(97,499	)	$	(3,907	)	$	3	$	(1,040	)

† Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.

Derivative Financial Instruments.

The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

Current notional amounts are an indicator of the volume of the Fund’s derivative activities during the period.

     Swap Agreements. The Fund may enter into equity and contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of

16

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

short-term interest rates and the returns on the Fund’s portfolio securities at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements.

The Fund has entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc. Details of the swaps at September 30, 2009 are as follows:

				Net Unrealized
Notional	Equity Security	Interest Rate/	Termination	Appreciation/
Amount	Received	Equity Security Paid	Date	Depreciation
	Market Value	One month LIBOR plus 90 bps plus
	Appreciation on:	Market Value Depreciation on:
$186,431 (140,000 Shares)	Rank Group plc	Rank Group plc	6/25/10	$	13,164
155,015 (20,000 Shares)	Rolls-Royce Group plc	Rolls-Royce Group plc	6/25/10		(4,612	)
				$	8,552

The value of equity contract for difference swap contracts held as of September 30, 2009 with equity risk exposure can be found on the Statement of Assets and Liabilities under Assets, Unrealized Appreciation on Swap Contracts and Liabilities, Unrealized Depreciation on Swap Contracts.

The effect of equity contract for difference swap contracts with equity risk exposure for the year ended September 30, 2009 can be found on the Statement of Operations.

     Futures Contracts. The Fund may engage in futures contracts for the purpose of hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase. Upon entering into a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the “initial margin.” Subsequent payments (“variation margin”) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, which are included in unrealized appreciation/depreciation on futures contracts. The Fund recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as a hedging instrument. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. At September 30, 2009, there were no open futures contracts.

     Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on foreign currency translations. When the contract is closed, the Fund

17

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At September 30, 2009, there were no open forward foreign exchange contracts.

Securities Sold Short. The Fund may enter into short sale transactions. Short selling involves selling securities that may or may not be owned and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace such borrowed securities at a later date. The proceeds received from short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of an open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. By entering into a short sale, the Fund bears the market risk of an unfavorable change in the price of the security sold short. Dividends on short sales are recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the accrual basis. The Fund did not hold any short positions as of September 30, 2009.

Repurchase Agreements. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At September 30, 2009, there were no open repurchase agreements.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually

18

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial trade date and subsequent sale trade date is included in realized gain/loss on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Restricted and Illiquid Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity.

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 on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

19

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2009, reclassifications were made to decrease accumulated distributions in excess of net investment income by $62,402 and decrease accumulated net realized loss on investments, swap contracts, and foreign currency transactions by $59,252, with an offsetting adjustment to additional paid-in capital.

The tax character of distributions paid during the years ended September 30, 2009 and September 30, 2008 was as follows:

	Year Ended		Year Ended
	September 30, 2009		September 30, 2008
Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	13,400,745	$	11,894,382
Net long-term capital gains		—		21,013,581
Return of capital		9,715,970		9,544,846
Total distributions paid	$	23,116,715	$	42,452,809

The Fund has a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income and capital gains. The actual source of the distribution is determined after the end of the calendar year. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long-term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pay out all of its net realized long-term capital gains as a Capital Gain Dividend. The Fund continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. The Fund currently intends to pay $0.03 per share on a monthly basis.

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

As of September 30, 2009, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(1,899,612	)
Net unrealized appreciation on investments		29,202,493
Post-October loss deferral		(73,295,321	)
Other temporary differences*		(14,823	)
Total	$	(46,007,263	)

* Other temporary differences are primarily due to prior year dividend adjustments, mark to market adjustments on swaps, and basis adjustments to hybrid income.

20

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

At September 30, 2009, the Fund had a net capital loss carryforward for federal income tax purposes of $1,899,612 which is available to reduce future required distributions of net capital gains to shareholders through 2017.

Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s year end may be treated as occurring on the first day of the following year. For the year ended September 30, 2009, the Fund deferred capital losses of $73,254,481 and currency losses of $40,840.

At September 30, 2009, the difference between book and tax basis unrealized appreciation is primarily due to deferral of losses on wash sales for tax purposes and basis adjustments on investments in partnerships and investments in securities.

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at September 30, 2009:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,119,088,042	$	158,987,946	$	(129,797,703	)	$	29,190,243
Swap contracts		—		13,164		(4,612	)		8,552
	$	1,119,088,042	$	159,001,110	$	(129,802,315	)	$	29,198,795

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior three tax years) and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

3. Investment Advisory Agreement and Other Transactions. The Fund has an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser 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 Directors of the Fund who are affiliated persons of the Adviser.

The Corporation pays each Director who is not considered an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended. Each Director is reimbursed by the Corporation for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Director each receive an annual fee of $1,000. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

21

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2009, other than short-term securities and U.S. Government obligations, aggregated $162,374,183 and $169,214,540, respectively.

Sales of U.S. Government obligations for the year ended September 30, 2009, other than short-term obligations, aggregated $6,242,883.

6. Transactions with Affiliates. During the year ended September 30, 2009, the Fund paid brokerage commissions on security trades of $377,283 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it retained $29,136 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended September 30, 2009, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2009, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2009 was $1,566,170 with a weighted average interest rate of 1.08%. The maximum amount borrowed at any time during the year ended September 30, 2009 was $16,544,000.

8. Capital Stock. The Fund offers five classes of shares – Class AAA Shares, Class A Shares, Class B Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from Gabelli & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Company. Class I Shares were first issued on January 11, 2008.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the years ended September 30, 2009 and 2008, amounted to $1,178 and $7,092, respectively.

22

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of distributions, (ii) the redemption was initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fee at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that look-through redemption fee procedures or effective anti-short-term trading policies and procedures are in place.

Transactions in shares of capital stock were as follows:

	Year Ended						Year Ended
	September 30, 2009						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		20,754,130		$	302,088,224			24,093,784		$	504,580,779
Shares issued upon reinvestment of distributions		1,423,010			20,241,888			1,797,042			38,520,431
Shares redeemed		(21,736,561	)		(303,932,376	)		(14,644,330	)		(303,216,554	)
Net increase		440,579		$	18,397,736			11,246,496		$	239,884,656
	Class A						Class A
Shares sold		1,152,325		$	16,776,961			798,290		$	16,578,039
Shares issued upon reinvestment of distributions		36,073			513,106			25,861			548,965
Shares redeemed		(648,443	)		(9,253,366	)		(212,203	)		(4,328,890	)
Net increase		539,955		$	8,036,701			611,948		$	12,798,114
	Class B						Class B
Shares sold		1,088		$	13,188			9,738		$	196,093
Shares issued upon reinvestment of distributions		316			4,257			543			11,320
Shares redeemed		(8,965	)		(127,915	)		(11,132	)		(219,667	)
Net decrease		(7,561	)	$	(110,470	)		(851	)	$	(12,254	)
	Class C							Class C
Shares sold		757,678		$	10,228,605			472,038		$	9,589,680
Shares issued upon reinvestment of distributions		29,522			402,548			29,534			611,310
Shares redeemed		(456,330	)		(6,042,038	)		(205,866	)		(4,018,713	)
Net increase		330,870		$	4,589,115			295,706		$	6,182,277
	Class I						Class I*
Shares sold		675,326		$	9,395,435			54,128		$	1,152,550
Shares issued upon reinvestment of distributions		5,494			84,446			550			11,076
Shares redeemed		(222,311	)		(3,125,181	)		(1,349	)		(28,329	)
Net increase		458,509		$	6,354,700			53,329		$	1,135,297

* From the commencement of offering Class I Shares on January 11, 2008.

9. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

23

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued)

10. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act, and Rule 17d-1 thereunder, and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC’s findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex including the Fund. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Fund or the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

11. Subsequent Events. Management has evaluated the impact of all subsequent events on the Fund through November 24, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

24

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Equity Income Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Equity Income Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. 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 the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2009, by correspondence with the Fund’s custodian and brokers. 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 Equity Income Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2009

25

The Gabelli Equity Income Fund
Additional Fund Information (Unaudited)

The business and affairs of the Fund are managed under the direction of the Corporation’s Board of Directors. Information pertaining to the Directors and officers of the Corporation is set forth below. The Corporation’s Statement of Additional Information includes additional information about the Corporation’s Directors and is available, without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Equity Income Fund at One Corporate Center, Rye, NY 10580-1422.

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTORS4:
Mario J. Gabelli Director and Chief Investment Officer Age: 67	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer—Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chairman and Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 65	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 73	Since 1991		36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 65	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 70	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Anthony R. Pustorino Director Age: 84	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 75	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 63	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Hollis-Eden Pharmaceuticals (biotechnology); Director of Trans-Lux Corporation (business services)

26

The Gabelli Equity Income Fund

Additional Fund Information (Unaudited) (Continued)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 57	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; President of Teton Advisors, Inc. 1998 through 2008; Chairman of Teton Advisors, Inc. since 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 51	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005; Chief Financial Officer of AMIC Distribution Partners from 2002 through 2004
Peter D. Goldstein Chief Compliance Officer Age: 56	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

2009 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2009, the Fund paid to shareholders ordinary income distributions (comprised of net investment income) totaling $0.21, $0.21, $0.21, $0.21, and $0.21 per share for Class AAA, Class A, Class B, Class C, and Class I, respectively. For the year ended September 30, 2009, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution (excluding return of capital distributions) as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 3.41% of the ordinary income distribution as qualified interest income pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the year ended September 30, 2009 which was derived from U.S. Treasury securities was 0.10%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Gabelli Equity Income Fund did not meet this strict requirement in 2009. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

27

Gabelli Equity Series Funds, Inc.
The Gabelli Equity Income Fund
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
fax: 914-921-5118
website: www.gabelli.com
e-mail: info@gabelli.com
Net Asset Value per share available daily by calling
800-GABELLI after 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
President	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.

Officers

Bruce N. Alpert	Agnes Mullady
President and Secretary	Treasurer
Peter D. Goldstein
Chief Compliance Officer

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 Equity Income Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

GAB444Q309SR

The Gabelli Equity Income Fund

ANNUAL REPORT
SEPTEMBER 30, 2009

The Gabelli Woodland Small Cap Value Fund

Annual Report (a)
September 30, 2009

To Our Shareholders,

     The Gabelli Woodland Small Cap Value Fund’s (the “Fund”) (Class AAA) total return was (9.0)% for the year ended September 30, 2009, compared with (9.6)% for the Russell 2000 Index and 12.6% for the Value Line Composite Index.

     Enclosed are the investment portfolio and financial statements as of September 30, 2009.

Comparative Results

Average Annual Returns through September 30, 2009 (a)(b)

																Since
				Year to												Inception
	Quarter			Date			1 Year			3 Year			5 Year			(12/31/02)
Gabelli Woodland Small Cap Value Fund Class AAA		16.18	%		26.00	%		(8.99	)%		(1.57	)%		2.77	%		5.88	%
Russell 2000 Index		19.28			22.43			(9.55	)		(4.57	)		2.41			8.37
S&P 500 Index		15.59			19.27			(6.91	)		(5.43	)		1.01			4.82
Value Line Composite Index		25.36			76.31			12.62			1.68			6.40			11.45
Class A		16.20			25.95			(9.04	)		(1.52	)		2.82			5.92
		9.52	(c)		18.71	(c)		(14.41	)(c)		(3.50	)(c)		1.58	(c)		4.97	(c)
Class B		15.99			25.36			(9.56	)		(2.36	)		1.97			5.50
		10.99	(d)		20.36	(d)		(14.08	)(d)		(3.35	)(d)		1.60	(d)		5.39
Class C		15.91			25.30			(9.61	)		(2.28	)		2.05			5.17
		14.91	(e)		24.30	(e)		(10.52	)(e)		(2.28	)		2.05			5.17
Class I		16.11			26.27			(8.76	)		(1.45	)		2.85			5.94

In the current prospectus, the gross expense ratios for Class AAA, A, B, C, and I Shares are 2.52%, 2.52%, 3.27%, 3.27%, and 2.27%, respectively. The net expense ratios after contractual reimbursements by Gabelli Funds, LLC (the “Adviser”) in place through January 31, 2011 are 2.01%, 2.01%, 2.76%, 2.76%, and 1.76% respectively. Class AAA and I Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively. Class AAA and Class I Shares do not have a sales charge. See page 9 for the expense ratios for the year ended September 30, 2009.

(a)	The Fund’s fiscal year ends September 30.
(b)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of distributions and are net of expenses. 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. Performance returns for periods of less than one year are not annualized. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.
	The Class AAA Shares net asset values (“NAVs”) per share are used to calculate performance for the periods prior to the issuance of Class I Shares on January 11, 2008. The actual performance of Class I Shares would have been higher due to lower expenses associated with this class of shares. Investing in small capitalization securities involves special challenges because these securities may trade less frequently and experience more abrupt price movements than large capitalization securities. The Russell 2000 Index of small U.S. companies, the S&P 500 Index of the largest U.S. companies, and the Value Line Composite Index (comprised of equally weighted positions in every stock covered in the Value Line Investment Survey) are unmanaged indicators of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(c)	Includes the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Performance results include the deferred sales charges for the Class B Shares upon redemption at the end of the quarter, year to date, one year, three year, five year and since inception periods of 5%, 5%, 5%, 3% and 2%, respectively, of the Fund’s NAV per share at the time of purchase or sale, whichever is lower. Class B Shares are not available for new purchases.
(e)	Performance results include the deferred sales charges for the Class C Shares upon redemption at the end of the quarter, year to date, and one year periods of 1% of the Fund’s NAV per share at the time of purchase or sale, whichever is lower.

Performance Discussion

     The Fund’s Class AAA Shares fell 9.0% for the fiscal year ended September 30, 2009 versus the Russell 2000, which declined 9.6%.

     Overall, we think it is safe to say that the financial panic is over, given the scale of government guarantees and as reflected in the recovery of the stock market. The recovery has been fueled by the bailout of the financial system and the extraordinary fiscal and monetary policies.

     During the past year, we had several investments that added to our overall performance. Four of the more significant contributors were Tier Technologies Inc. (3.7% of net assets as of September 30, 2009), Discovery Communications Inc. (3.5%), Bway Holding Co. (2.1%), and Gaylord Entertainment Co. (1.9%).

     Our weaker performing stocks during the year were SurModics Inc. (1.8%), Immucor Inc. (1.3%), and Midas (0.9%).

     The portfolio continues to be constructed with a fundamental bottom up investment approach. Therefore, we do not have a Fund that will mirror the performance of the Russell 2000. What we do own is a collection of good businesses that generate free cash flow that the portfolio manager believes are operated by honest and talented management teams, and are disciplined in their capital allocation decisions.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GABELLI
WOODLAND SMALL CAP VALUE FUND CLASS AAA AND THE RUSSELL 2000 INDEX

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds.

2

The Gabelli Woodland Small Cap Value Fund
Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2009 through September 30, 2009 Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2009.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	04/01/09		09/30/09		Ratio			Period*
The Gabelli Woodland Small Cap Value Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,471.10		2.01	%	$	12.45
Class A	$	1,000.00	$	1,468.60		2.01	%	$	12.44
Class B	$	1,000.00	$	1,464.20		2.76	%	$	17.05
Class C	$	1,000.00	$	1,465.50		2.75	%	$	17.00
Class I	$	1,000.00	$	1,471.20		1.76	%	$	10.90
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,014.99		2.01	%	$	10.15
Class A	$	1,000.00	$	1,014.99		2.01	%	$	10.15
Class B	$	1,000.00	$	1,011.23		2.76	%	$	13.92
Class C	$	1,000.00	$	1,011.28		2.75	%	$	13.87
Class I	$	1,000.00	$	1,016.24		1.76	%	$	8.90

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2009:

The Gabelli Woodland Small Cap Value Fund

Computer Software and Services	18.4	%
Diversified Industrial	12.2	%
Health Care	10.2	%
Business Services	8.0	%
Equipment and Supplies	5.9	%
Aerospace	5.6	%
Entertainment	4.6	%
Machinery	4.5	%
Energy and Utilities	4.3	%
Consumer Products	4.1	%
Publishing	3.4	%
Financial Services	3.0	%
U. S. Government Obligations	2.6	%
Food and Beverage	2.5	%
Consumer Services	2.1	%
Automotive: Parts and Accessories	2.0	%
Hotels and Gaming	1.9	%
Retail	1.9	%
Specialty Chemicals	1.2	%
Telecommunications	1.1	%
Transportation	0.9	%
Restaurants	0.8	%
Other Assets and Liabilities(Net)	(1.2	)%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2009. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS — 98.6%
		Aerospace — 5.6%
	8,600	Herley Industries Inc.†	$	126,722	$	112,230
	5,020	Kaman Corp.		132,222		110,340
	5,200	Spirit Aerosystems Holdings Inc., Cl. A†		77,364		93,912
				336,308		316,482
		Automotive: Parts and Accessories — 2.0%
	3,400	ATC Technology Corp.†		55,960		67,184
	5,290	Midas Inc.†		99,924		49,726
				155,884		116,910
		Business Services — 8.0%
	1,358	Ascent Media Corp., Cl. A†		35,464		34,765
	4,890	Deluxe Corp.		77,745		83,619
	8,150	Edgewater Technology Inc.†		58,199		23,961
	4,000	Intermec Inc.†		98,702		56,400
	4,000	Liquidity Services Inc.†		24,777		41,280
	8,800	PRG-Schultz International Inc.†		41,304		49,280
	8,333	Safeguard Scientifics Inc.†		58,673		91,413
	2,820	The Brink’s Co.		72,916		75,886
				467,780		456,604
		Computer Software and Services — 18.4%
	9,000	Dynamics Research Corp.†		73,406		117,180
	3,900	Fair Isaac Corp.		58,346		83,811
	18,410	Lawson Software Inc.†		138,033		114,878
	2,000	MICROS Systems Inc.†		41,540		60,380
	4,340	MTS Systems Corp.		152,438		126,771
	15,000	PLATO Learning Inc.†		62,099		64,800
	5,500	Stratasys Inc.†		63,000		94,380
	25,000	Tier Technologies Inc., Cl. B†		236,604		212,000
	14,800	TransAct Technologies Inc.†		67,877		78,440
	5,400	Versant Corp.†		79,458		96,660
				972,801		1,049,300
		Consumer Products — 4.1%
	4,270	Alberto-Culver Co.		92,836		118,194
	12,500	Alliance One International Inc.†		55,931		56,000
	1,085	Church & Dwight Co. Inc.		32,590		61,563
				181,357		235,757
		Consumer Services — 2.1%
	3,820	Brink’s Home Security Holdings Inc.†		66,630		117,618
		Diversified Industrial — 12.2%
	6,500	Bway Holding Co.†		67,677		120,315
	23,000	Digital Ally Inc.†		61,469		57,270
	1,500	FormFactor Inc.†		31,575		35,880
	1,500	Graham Corp.		12,398		23,325
	5,957	Griffon Corp.†		51,420		59,987
	3,100	L.B. Foster Co., Cl. A†		93,587		94,798
	4,800	OSI Systems Inc.†		76,114		87,792
	2,000	Raven Industries Inc.		39,770		53,460
	3,790	Texas Industries Inc.		154,741		159,142
				588,751		691,969
		Energy and Utilities — 4.3%
	25,000	Juhl Wind Inc.†		55,425		49,500
	6,240	Mariner Energy Inc.†		99,318		88,483
	3,170	PICO Holdings Inc.†		106,168		105,719
				260,911		243,702
		Entertainment — 4.6%
	3,585	Discovery Communications Inc., Cl. A†		57,543		103,571
	3,585	Discovery Communications Inc., Cl. C†		40,172		93,317
	6,300	Pinnacle Entertainment Inc.†		36,539		64,197
				134,254		261,085
		Equipment and Supplies — 5.9%
	3,700	Actuant Corp., Cl. A		58,445		59,422
	13,000	Gerber Scientific Inc.†		46,627		77,740
	1,930	Powell Industries Inc.†		38,791		74,093
	3,150	The Toro Co.		86,818		125,276
				230,681		336,531
		Financial Services — 3.0%
	1,430	HMN Financial Inc.†		50,067		5,363
	7,700	NewAlliance Bancshares Inc.		112,214		82,390
	3,600	TCF Financial Corp.		53,227		46,944
	1,204	Willis Group Holdings Ltd.		34,764		33,977
				250,272		168,674
		Food and Beverage — 2.5%
	5,500	Constellation Brands Inc., Cl. A†		70,562		83,325
	1,100	The J.M. Smucker Co.		52,808		58,311
				123,370		141,636
		Health Care — 10.2%
	12,200	AtriCure, Inc.†		53,195		57,584
	1,100	Chemed Corp.		43,216		48,279
	13,900	Home Diagnostics Inc.†		101,891		93,964
	53,500	Hooper Holmes Inc.†		56,853		51,895
	4,100	Immucor Inc.†		75,134		72,570
	8,140	Rochester Medical Corp.†		97,824		98,005
	4,116	SurModics Inc.†		122,478		101,253
	1,480	West Pharmaceutical Services Inc.		60,856		60,103
				611,447		583,653

See accompanying notes to financial statements.

5

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments (Continued) — September 30, 2009

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Hotels and Gaming — 1.9%
	5,370	Gaylord Entertainment Co.†	$	40,893	$	107,937
		Machinery — 4.5%
	6,764	Key Technology Inc.†		80,211		72,713
	3,500	Robbins & Myers Inc.		69,482		82,180
	1,200	Valmont Industries Inc.		66,661		102,216
				216,354		257,109
		Publishing — 3.4%
	7,900	Dolan Media Co.†		105,439		94,721
	4,000	Scholastic Corp.		47,550		97,360
				152,989		192,081
		Restaurants — 0.8%
	8,000	Famous Dave’s of America Inc.†		49,700		46,800
		Retail — 1.9%
	1,800	J. Crew Group Inc.†		21,936		64,476
	2,500	Shutterfly Inc.†		24,237		41,575
				46,173		106,051
		Specialty Chemicals — 1.2%
	1,260	FMC Corp.		48,289		70,875
		Telecommunications — 1.1%
	7,400	HickoryTech Corp.		56,094		63,270
		Transportation — 0.9%
	1,700	Bristow Group Inc.†		45,028		50,473
		TOTAL COMMON STOCKS		5,035,966		5,614,517

Principal
Amount
		U.S. GOVERNMENT OBLIGATIONS — 2.6%
$	150,000	U.S. Treasury Bills, 0.167% to 0.177%††, 10/15/09		149,990		149,990
		TOTAL INVESTMENTS — 101.2%	$	5,185,956		5,764,507
		Other Assets and Liabilities (Net) — (1.2)%				(71,156	)
		NET ASSETS — 100.0%			$	5,693,351

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

See accompanying notes to financial statements.

6

The Gabelli Woodland Small Cap Value Fund

Statement of Assets and Liabilities
September 30, 2009

Assets:
Investments, at value (cost $5,185,956)	$	5,764,507
Cash		11,160
Receivable for Fund shares sold		984
Dividends and interest receivable		1,612
Prepaid expenses		16,187
Total Assets		5,794,450
Liabilities:
Payable for investments purchased		58,445
Payable for investment advisory fees		3,354
Payable for distribution fees.		1,220
Payable for legal and audit fees		24,541
Payable for shareholder communications expenses		8,165
Other accrued expenses		5,374
Total Liabilities		101,099
Net Assets applicable to 721,806 shares outstanding	$	5,693,351
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	6,619,176
Accumulated net realized loss on investments		(1,504,376	)
Net unrealized appreciation on investments		578,551
Net Assets	$	5,693,351
Shares of Capital Stock
Class AAA:
Net Asset Value, offering, and redemption price per share ($5,461,984 ÷ 691,623 shares outstanding; 100,000,000 shares authorized)	$	7.90
Class A:
Net Asset Value and redemption price per share ($50,187 ÷ 6,304 shares outstanding; 50,000,000 shares authorized)	$	7.96
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	8.45
Class B:
Net Asset Value and offering price per share ($143.41 ÷ 18.49 shares outstanding; 50,000,000 shares authorized)	$	7.76	(a)
Class C:
Net Asset Value and offering price per share ($121,694 ÷ 16,380 shares outstanding; 50,000,000 shares authorized)	$	7.43	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($59,343 ÷ 7,480 shares outstanding; 50,000,000 shares authorized)	$	7.93

(a) Redemption price varies based on the length of time held.

Statement of Operations
For the Year Ended September 30, 2009

Investment Income:
Dividends	$	46,211
Interest		305
Total Investment Income		46,516
Expenses:
Investment advisory fees		47,803
Distribution fees – Class AAA		11,439
Distribution fees – Class A		95
Distribution fees – Class B		1
Distribution fees – Class C		1,099
Registration expenses		30,924
Shareholder communications expenses		19,915
Legal and audit fees		19,831
Shareholder services fees		12,548
Custodian fees		9,146
Interest expense		484
Directors’ fees		225
Miscellaneous expenses		6,759
Total Expenses		160,269
Less:
Fees waived and expenses reimbursed by Adviser (See Note 3)		(63,496	)
Net Expenses		96,773
Net Investment Loss		(50,257	)
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized loss on investments		(1,491,355	)
Net change in unrealized appreciation/ depreciation on investments		509,146
Net Realized and Unrealized Gain/(Loss) on Investments		(982,209	)
Net Decrease in Net Assets Resulting from Operations	$	(1,032,466	)

See accompanying notes to financial statements.

7

The Gabelli Woodland Small Cap Value Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2009			September 30, 2008
Operations:
Net investment loss	$	(50,257	)	$	(65,989	)
Net realized gain/(loss) on investments		(1,491,355	)		369,935
Net change in unrealized appreciation/depreciation on investments		509,146			(1,505,525	)
Net Decrease in Net Assets Resulting from Operations		(1,032,466	)		(1,201,579	)
Distributions to Shareholders:
Net realized gain
Class AAA		(301,983	)		(1,262,098	)
Class A		(2,225	)		(9,144	)
Class B		(7	)		(26	)
Class C		(6,124	)		(43,337	)
Class I		(3,246	)		—
Total Distributions to Shareholders		(313,585	)		(1,314,605	)
Capital Share Transactions:
Class AAA		(556,713	)		703,505
Class A		5,845			3,296
Class B		7			27
Class C		(2,199	)		(69,071	)
Class I		(3,163	)		73,953
Net Increase/(Decrease) in Net Assets from Capital Share Transactions		(556,223	)		711,710
Redemption Fees		7			1
Net Decrease in Net Assets		(1,902,267	)		(1,804,473	)
Net Assets:
Beginning of period		7,595,618			9,400,091
End of period (including undistributed net investment income of $0 and $0, respectively)	$	5,693,351		$	7,595,618

See accompanying notes to financial statements.

8

The Gabelli Woodland Small Cap Value Fund
Financial Highlights

Selected data for a share of capital stock outstanding throughout each period:

			Income from																												Ratios to Average Net Assets/
			Investment Operations									Distributions																			Supplemental Data
						Net																												Expenses			Expenses
	Net Asset		Net			Realized and			Total						Net									Net Asset					Net Assets		Net			Net of			Before
Period	Value,		Investment			Unrealized			from			Net			Realized									Value,					End of		Investment			Waivers/			Waivers/			Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Investment			Gain on			Total			Redemption			End of		Total			Period		Income			Reimburse-			Reimburse-			Turnover
September 30	of Period		(Loss)(a)(b)			Investments			Operations			Income			Investments			Distributions			Fees(a)			Period		Return†			(in 000’s)		(Loss)(b)			ments(c)			ments(d)			Rate††
Class AAA
2009	$	9.30	$	(0.07	)	$	(0.92	)	$	(0.99	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(e)	$	7.90		(8.99	)%	$	5,462		(1.04	)%		2.01	%(f)		3.34	%		62	%
2008		12.61		(0.08	)		(1.43	)		(1.51	)		—			(1.80	)		(1.80	)		0.00	(e)		9.30		(13.20	)		7,327		(0.80	)		2.01	(f)		2.52			58
2007		13.35		0.05			2.44			2.49		$	(0.06	)		(3.17	)		(3.23	)		0.00	(e)		12.61		20.71			9,040		0.38			2.01	(f)		2.33			51
2006		14.64		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(e)		13.35		(0.35	)		9,137		(0.84	)		2.01	(f)		2.31			59
2005		12.79		(0.11	)		2.69			2.58			—			(0.73	)		(0.73	)		0.00	(e)		14.64		20.67			11,839		(0.78	)		2.01			2.99			35
Class A
2009	$	9.37	$	(0.07	)	$	(0.93	)	$	(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(e)	$	7.96		(9.04	)%	$	50		(1.06	)%		2.01	%(f)		3.34	%		62	%
2008		12.69		(0.08	)		(1.44	)		(1.52	)		—			(1.80	)		(1.80	)		0.00	(e)		9.37		(13.19	)		51		(0.80	)		2.01	(f)		2.52			58
2007		13.36		0.13			2.39			2.52		$	(0.02	)		(3.17	)		(3.19	)		0.00	(e)		12.69		20.94			65		1.00			2.01	(f)		2.33			51
2006		14.65		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(e)		13.36		(0.36	)		100		(0.83	)		2.01	(f)		2.31			59
2005		12.79		(0.09	)		2.68			2.59			—			(0.73	)		(0.73	)		0.00	(e)		14.65		20.76			108		(0.68	)		2.01			3.17			35
Class B
2009	$	9.20	$	(0.12	)	$	(0.91	)	$	(1.03	)		—		$	(0.41	)	$	(0.41	)		—		$	7.76		(9.56	)%	$	0.1		(1.80	)%		2.76	%(f)		4.09	%		62	%
2008		12.60		(0.16	)		(1.44	)		(1.60	)		—			(1.80	)		(1.80	)		—			9.20		(14.04	)		0.1		(1.68	)		2.76	(f)		3.27			58
2007		13.37		(0.09	)		2.49			2.40			—			(3.17	)		(3.17	)	$	0.00	(e)		12.60		19.73			0.1		(0.68	)		2.76	(f)		3.07			51
2006		14.77		(0.25	)		0.09			(0.16	)		—			(1.24	)		(1.24	)		0.00	(e)		13.37		(1.19	)		0.1		(1.77	)		2.76	(f)		3.06			59
2005		12.98		(0.21	)		2.73			2.52			—			(0.73	)		(0.73	)		0.00	(e)		14.77		19.86			0.1		(1.50	)		2.75			3.87			35
Class C
2009	$	8.84	$	(0.11	)	$	(0.89	)	$	(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(e)	$	7.43		(9.61	)%	$	122		(1.78	)%		2.76	%(f)		4.09	%		62	%
2008		12.16		(0.15	)		(1.37	)		(1.52	)		—			(1.80	)		(1.80	)		0.00	(e)		8.84		(13.86	)		146		(1.58	)		2.76	(f)		3.27			58
2007		13.00		(0.03	)		2.36			2.33			—			(3.17	)		(3.17	)		0.00	(e)		12.16		19.84			295		(0.26	)		2.76	(f)		3.08			51
2006		14.39		(0.21	)		0.06			(0.15	)		—			(1.24	)		(1.24	)		0.00	(e)		13.00		(1.11	)		425		(1.58	)		2.76	(f)		3.06			59
2005		12.66		(0.20	)		2.66			2.46			—			(0.73	)		(0.73	)		0.00	(e)		14.39		19.91			189		(1.46	)		2.76			3.87			35
Class I
2009	$	9.31	$	(0.05	)	$	(0.92	)	$	(0.97	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(e)	$	7.93		(8.76	)%	$	59		(0.79	)%		1.76	%(f)		3.09	%		62	%
2008(g)		9.41		(0.03	)		(0.07	)		(0.10	)		—			—			—			0.00	(e)		9.31		(1.06	)		72		(0.44	)(h)		1.76	(f)(h)		2.27	(h)		58

†	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 distributions and does not reflect applicable sales charges. Total return for a period of less than one year is not annualized.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended September 30, 2007, 2006, and 2005 would have been as shown.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Due to capital share activity throughout the year, net investment income per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.
(c)	The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratios for the year ended September 30, 2005 would have been 2.00% (Class AAA), 2.00% (Class A), 2.75% (Class B), and 2.75% (Class C), respectively. For the years ended September 30, 2008, 2007, and 2006, the effect of the custodian fee credits was minimal. For the year ended September 30, 2009, there were no custodian fee credits.
(d)	During the period, expenses were voluntarily reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratio would have been as shown.
(e)	Amount represents less than $0.005 per share.
(f)	The Fund incurred interest expense during the years ended September 30, 2009, 2008, 2007, and 2006. If interest expense had not been incurred, the ratios of operating expenses to average net assets would have been 2.00%, 2.00%, 2.00%, and 2.00% (Class AAA and Class A), 2.75%, 2.75%, 2.75%, and 2.75% (Class B and Class C), and 1.75% and 1.75% (Class I), respectively.
(g)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(h)	Annualized.

See accompanying notes to financial statements.

9

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements

1. Organization. The Gabelli Woodland Small Cap Value Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 as a Maryland corporation. The Fund is a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is capital appreciation. The Fund’s Adviser currently characterizes small capitalization companies for the Fund as those with a total market value at the time of investment not greater than that of the largest company in the Russell 2000 Index or $3.0 billion, whichever is greater. The Fund commenced investment operations on December 31, 2002.

2. Significant Accounting Policies. The preparation of financial statements in accordance with United States (“U.S.”) 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. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Directors (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by the Adviser.

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

10

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

• Level 1 – quoted prices in active markets for identical securities;

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 – significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments by inputs used to value the Fund’s investments as of September 30, 2009 is as follows:

	Investments in
	Securities
	(Market Value)
Valuation Inputs	Assets
Level 1 – Quoted Prices*	$	5,614,517
Level 2 – Other Significant Observable Inputs**		149,990
Total	$	5,764,507

*	The industry classifications are detailed in the Schedule of Investments.
**	The Level 2 securities represent U.S. Government Obligations as detailed in the Schedule of Investments.

There were no Level 3 investments held at September 30, 2008 or September 30, 2009.

Repurchase Agreements. The Fund may enter into repurchase agreements with primary government securities dealers recognized by the Federal Reserve Board, with member banks of the Federal Reserve System, or with other brokers or dealers that meet credit guidelines established by the Adviser and reviewed by the Board. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At September 30, 2009, there were no open repurchase agreements.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

11

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

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 on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date except for certain dividends which are recorded as soon as the Fund is informed of the dividend.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2009, reclassifications were made to decrease accumulated net investment loss by $50,257, with an offsetting adjustment to additional paid-in capital.

The tax character of distributions paid during the years ended September 30, 2009 and September 30, 2008 was as follows:

	Year Ended		Year Ended
	September 30, 2009		September 30, 2008
Distributions paid from:
Ordinary income (inclusive of short-term capital gains)		—	$	28,446
Net long-term capital gains	$	313,533		1,286,159
Return of capital		52		—
Total distributions paid	$	313,585	$	1,314,605

12

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

As of September 30, 2009, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforward	$	(279,715	)
Net unrealized appreciation on investments		565,325
Post-October capital loss deferral		(1,211,435	)
Total	$	(925,825	)

At September 30, 2009, the Fund had a net capital loss carryforward for federal income tax purposes of $279,715, which is available to reduce future required distributions of net capital gains to shareholders through 2017.

Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s fiscal year end may be treated as occurring on the first day of the following year. For the year ended September 30, 2009, the Fund deferred capital losses of $1,211,435.

At September 30, 2009, the difference between book and tax basis unrealized appreciation is primarily due to deferral of losses on wash sales for tax purposes.

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at September 30, 2009:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	5,199,182	$	977,337	$	(412,012	)	$	565,325

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior three tax years) and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

3. Investment Advisory Agreement and Other Transactions. The Fund has an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser 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 Directors of the Fund who are affiliated persons of the Adviser.

The Adviser has contractually agreed to waive its fees and reimburse expenses of the Fund to the extent necessary to maintain the annualized total operating expenses (exclusive of brokerage fees, interest, taxes, and extraordinary expenses) at 2.00%, 2.00%, 2.75%, 2.75%, and 1.75% of the value of the Fund’s average daily net assets for Class AAA, Class A, Class B, Class C, and Class I Shares, respectively, through January 31, 2011.

13

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

For the year ended September 30, 2009, the Adviser reimbursed the Fund in the amount of $63,496. The Fund is obliged to repay the Adviser for a period of two years following the year in which the Adviser reimbursed the Fund only to the extent that the operating expenses of the Fund fall below the applicable expense limitations. At September 30, 2009, the cumulative amount which the Fund may repay the Adviser is $104,647.

The Corporation pays each Director who is not considered an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended. Each Director is reimbursed by the Corporation for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Director each receive an annual fee of $1,000. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2009, other than short-term securities and U.S. Government obligations, aggregated $3,004,717 and $3,825,784, respectively.

6. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2009, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2009 was $5,767 with a weighted average interest rate of 0.97%. The maximum amount borrowed at any time during the year ended September 30, 2009 was $247,000.

7. Capital Stock. The Fund offers five classes of shares – Class AAA Shares, Class A Shares, Class B Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from Gabelli & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Company. Class I Shares were first issued on January 11, 2008.

14

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the years ended September 30, 2009 and 2008, amounted to $7 and $1, respectively.

The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of distributions, (ii) the redemption was initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fee at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that look-through redemption fee procedures or effective anti-short-term trading policies and procedures are in place.

Transactions in shares of capital stock were as follows:

	Year Ended						Year Ended
	September 30, 2009						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		157,059		$	959,441			66,401		$	658,099
Shares issued upon reinvestment of distributions		50,701			290,012			124,080			1,259,410
Shares redeemed		(304,082	)		(1,806,166	)		(119,232	)		(1,214,004	)
Net increase/(decrease)		(96,322	)	$	(556,713	)		71,249		$	703,505
	Class A						Class A
Shares sold		463		$	3,620			343		$	3,299
Shares issued upon reinvestment of distributions		386			2,225			895			9,144
Shares redeemed		—			—			(874	)		(9,147	)
Net increase		849		$	5,845			364		$	3,296
	Class B						Class B
Shares issued upon reinvestment of distributions		2		$	7			2		$	27
Net increase		2		$	7			2		$	27
	Class C						Class C
Shares sold		9,388		$	50,275			282		$	3,502
Shares issued upon reinvestment of distributions		1,132			6,124			4,463			43,337
Shares redeemed		(10,624	)		(58,598	)		(12,531	)		(115,910	)
Net decrease		(104	)	$	(2,199	)		(7,786	)	$	(69,071	)
	Class I						Class I*
Shares sold		4,217		$	27,230			8,531		$	81,394
Shares issued upon reinvestment of distributions		567			3,246			—			—
Shares redeemed		(5,044	)		(33,639	)		(791	)		(7,441	)
Net increase/(decrease)		(260	)	$	(3,163	)		7,740		$	73,953

* From the commencement of offering Class I Shares on January 11, 2008.

15

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued)

8. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. In the settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act, and Rule 17d-1 thereunder, and had aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC’s findings and allegations, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter including the Fund. The officer is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO fund complex. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Fund or the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

10. Subsequent Events. Management has evaluated the impact of all subsequent events on the Fund through November 24, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

16

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Woodland Small Cap Value Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Woodland Small Cap Value Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. 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 the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2009, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 Woodland Small Cap Value Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2009

17

The Gabelli Woodland Small Cap Value Fund
Additional Fund Information (Unaudited)

The business and affairs of the Fund are managed under the direction of the Corporation’s Board of Directors. Information pertaining to the Directors and officers of the Corporation is set forth below. The Corporation’s Statement of Additional Information includes additional information about the Corporation’s Directors and is available, without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Woodland Small Cap Value Fund at One Corporate Center, Rye, NY 10580-1422.

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTORS4:
Mario J. Gabelli Director and Chief Investment Officer Age: 67	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer—Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chairman and Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 65	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 73	Since 1991		36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 65	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994—1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 70	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Anthony R. Pustorino Director Age: 84	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 75	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 63	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Hollis-Eden Pharmaceuticals (biotechnology); Director of Trans-Lux Corporation (business services)

The Gabelli Woodland Small Cap Value Fund
Additional Fund Information (Unaudited) (Continued)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 57	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; President of Teton Advisors, Inc. 1998 through 2008; Chairman of Teton Advisors, Inc. since 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 51	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005; Chief Financial Officer of AMIC Distribution Partners from 2002 through 2004
Peter D. Goldstein Chief Compliance Officer Age: 56	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

2009 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2009, the Fund paid to shareholders long-term capital gains totaling $0.41 for all classes on November 26, 2008. The distributions of long-term capital gains have been designated as a capital gain dividend by the Fund’s Board of Directors.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Gabelli Equity Series Funds, Inc.
The Gabelli Woodland Small Cap Value Fund
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
fax: 914-921-5118
website: www.gabelli.com
e-mail: info@gabelli.com
Net Asset Value per share available daily by calling
800-GABELLI after 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
President	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.

Officers and Portfolio Manager

Elizabeth M. Lilly, CFA	Bruce N. Alpert
Portfolio Manager	President and Secretary
Peter D. Goldstein	Agnes Mullady
Chief Compliance Officer	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 Woodland Small Cap Value Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

GAB840Q309SR

The Gabelli Woodland Small Cap Value Fund

ANNUAL REPORT
SEPTEMBER 30, 2009

Item 2. Code of Ethics.

(a)	The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c)	There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d)	The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s board of directors has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent.”

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $109,300 in 2008 and $103,850 in 2009.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 in 2008 and $0 in 2009.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $12,900 in 2008 and $12,900 in 2009. Tax fees represent tax compliance services provided in connection with the review of the Registrant’s tax returns.

All Other Fees

(d)	The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2008 and $0 in 2009.
(e)(1)	Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
	Pre-Approval Policies and Procedures. The Audit Committee (“Committee”) of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC (“Gabelli”) that provides services to the registrant (a “Covered Services Provider”) if the independent registered public accounting firm’s engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson’s pre-approval of such services, his or her decision(s). The Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the delegation of some or all of the Committee’s pre-approval responsibilities to the other persons (other than Gabelli or the registrant’s officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit.
(e)(2)	The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) N/A

(c) 100%

(d) N/A

(f) The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was zero percent (0%).

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $63,800 in 2008 and $12,900 in 2009.

(h)

The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a)	Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)     Gabelli Equity Series Funds, Inc.

By (Signature and Title)* /s/ Bruce N. Alpert   Bruce N. Alpert, Principal Executive Officer

Date 11/30/09

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Bruce N. Alpert   Bruce N. Alpert, Principal Executive Officer

Date 11/30/09

By (Signature and Title)* /s/ Agnes Mullady   Agnes Mullady, Principal Financial Officer and Treasurer

Date 11/30/09

^* Print the name and title of each signing officer under his or her signature.