Gabelli Small Cap Growth Fund (GABSX) N-CSRS Certified semi-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: March 31, 2011

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

Semi-Annual Report — March 31, 2011

Mario J. Gabelli, CFA

Morningstar^® rated The Gabelli Small Cap Growth Fund Class AAA Shares 5 stars overall
and 5 stars for the five and ten year periods and 4 stars for the three year period ended
March 31, 2011 among 577, 487, 285, and 577 Small Blend funds, respectively.

To Our Shareholders,

     For the six months ended March 31, 2011, the net asset value (“NAV”) per Class AAA Share of The Gabelli Small Cap Growth Fund (the “Fund”) rose 20.4% compared with 25.5% for the Russell 2000 Index.

Comparative Results

Average Annual Returns through March 31, 2011 (a)(b) (Unaudited)

																			Since
				Six															Inception
	Quarter			Months			1 Year			3 Year			5 Year			10 Year			(10/22/91)
Gabelli Small Cap Growth Fund Class AAA		6.37	%		20.39	%		25.98	%		9.46	%		7.08	%		10.70	%		13.47	%
Russell 2000 Index		7.94			25.48			25.79			8.57			3.35			7.87			6.86	(f)
Class A		6.34			20.39			25.99			9.45			7.07			10.70			13.47
With sales charge (c)		0.22			13.47			18.74			7.31			5.81			10.04			13.13
Class B		6.17			19.96			25.05			8.62			6.27			10.10			13.15
With contingent deferred sales charge (d)		1.17			14.96			20.05			7.77			5.95			10.10			13.15
Class C		6.13			19.94			25.03			8.66			6.29			10.11			13.16
With contingent deferred sales charge (e)		5.13			18.94			24.03			8.66			6.29			10.11			13.16
Class I		6.41			20.54			26.32			9.74			7.25			10.79			13.52

In the current prospectus dated January 28, 2011, the expense ratios for Class AAA, A, B, C and I Shares are 1.44%, 1.44%, 2.19%, 2.19% and 1.19%, respectively. Class AAA and Class I Shares have no sales charge. See page 15 for the expense ratios for the six months ended March 31, 2011. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share prices, 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. Current performance may be lower or higher than the performance data presented. Performance returns for periods of less than one year are not annualized. 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 information about this and other matters and should be read carefully before investing.
	The Class AAA Shares’ 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 the Class I Shares on January 11, 2008. The actual performance for the Class A Shares, Class B Shares and Class C Shares would have been lower and for 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 is an unmanaged indicator of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(b)	The Fund’s fiscal year ends September 30.
(c)	Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Assuming payment of the maximum contingent deferred sales charge (CDSC). The maximum CDSC for Class B Shares is 5% and is reduced to 0% after six years.
(e)	Assuming payment of the maximum 1% CDSC imposed on redemptions made within one year of purchase.
(f)	Russell 2000 Index since inception performance is as of October 31, 1991.

The Gabelli Small Cap Growth Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2010 through March 31, 2011 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/10		03/31/11		Ratio			Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,203.90		1.40	%	$	7.69
Class A	$	1,000.00	$	1,203.90		1.40	%	$	7.69
Class B	$	1,000.00	$	1,199.60		2.15	%	$	11.79
Class C	$	1,000.00	$	1,199.40		2.15	%	$	11.79
Class I	$	1,000.00	$	1,205.40		1.15	%	$	6.32
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.95		1.40	%	$	7.04
Class A	$	1,000.00	$	1,017.95		1.40	%	$	7.04
Class B	$	1,000.00	$	1,014.21		2.15	%	$	10.80
Class C	$	1,000.00	$	1,014.21		2.15	%	$	10.80
Class I	$	1,000.00	$	1,019.20		1.15	%	$	5.79

* 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 (182 days), then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of March 31, 2011:

The Gabelli Small Cap Growth Fund

Equipment and Supplies	9.0	%
Health Care	6.6	%
Energy and Utilities	6.5	%
Food and Beverage	6.2	%
Diversified Industrial	6.2	%
Automotive: Parts and Accessories	5.5	%
Financial Services	5.3	%
Specialty Chemicals	4.7	%
Retail	4.5	%
Business Services	4.5	%
Aviation: Parts and Services	3.0	%
Hotels and Gaming	2.2	%
Consumer Products	2.1	%
Electronics	1.7	%
Computer Software and Services	1.6	%
Cable	1.5	%
Entertainment	1.4	%
Machinery	1.4	%
Telecommunications	1.4	%
Publishing	1.2	%
Metals and Mining	1.1	%
Real Estate	1.0	%
Consumer Services	1.0	%
Communications Equipment	0.9	%
Transportation	0.9	%
Broadcasting	0.7	%
Building and Construction	0.6	%
Environmental Services	0.5	%
Educational Services	0.5	%
Commercial Services	0.4	%
Automotive	0.4	%
Manufactured Housing and Recreational Vehicles	0.3	%
Closed-End Funds	0.2	%
Home Furnishings	0.1	%
Wireless Communications	0.1	%
Paper and Forest Products	0.1	%
Closed-End Business Development Company	0.1	%
Aerospace	0.0	%
Agriculture	0.0	%
U.S. Government Obligations	16.6	%
Other Assets and Liabilities (Net)	(2.0	)%
	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 December 31, 2010. 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 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.

3

The Gabelli Small Cap Growth Fund

Schedule of Investments — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 85.3%
		Aerospace — 0.0%
	25,000	Embraer SA, ADR	$	430,623	$	842,500
		Agriculture — 0.0%
	12,000	Cadiz Inc.†		93,950		146,280
	3,500	The Mosaic Co.		74,541		275,625
				168,491		421,905
		Automotive — 0.4%
	87,000	Navistar International Corp.†		2,626,616		6,031,710
	10,000	PACCAR Inc.		373,100		523,500
	100,000	Penske Automotive Group Inc.†		1,476,842		2,002,000
	30,000	Winnebago Industries Inc.†		381,664		401,100
				4,858,222		8,958,310
		Automotive: Parts and Accessories — 5.4%
	155,000	BorgWarner Inc.†		1,761,849		12,351,950
	74,022	China Automotive Systems Inc.†		378,521		656,575
	926,015	Dana Holding Corp.†		6,032,884		16,103,401
	425,800	Federal-Mogul Corp.†		6,606,866		10,602,420
	365,000	Midas Inc.†		5,006,568		2,799,550
	588,997	Modine Manufacturing Co.†		8,401,910		9,506,412
	22,500	Monro Muffler Brake Inc.		152,114		742,050
	513,000	O’Reilly Automotive Inc.†		13,540,286		29,476,980
	33,000	Puradyn Filter Technologies Inc.†		9,902		10,395
	180,000	SORL Auto Parts Inc.†		1,131,008		1,090,800
	80,375	Spartan Motors Inc.		388,580		551,373
	365,000	Standard Motor Products Inc.		4,043,414		5,047,950
	198,000	Strattec Security Corp. (a)		4,157,683		6,634,980
	283,300	Superior Industries International Inc.		4,552,950		7,263,812
	520,500	Tenneco Inc.†		5,193,310		22,095,225
	320,000	The Pep Boys — Manny, Moe & Jack		3,758,524		4,067,200
	27,000	Thor Industries Inc.		250,194		900,990
	55,000	Wonder Auto Technology Inc.†		366,006		298,100
				65,732,569		130,200,163
		Aviation: Parts and Services — 3.0%
	25,000	AAR Corp.†		302,990		693,000
	10,000	Astronics Corp.†		39,192		251,700
	2,500	Astronics Corp., Cl. B†		9,798		62,775
	7,000	Barnes Group Inc.		59,255		146,160
	5,000,000	BBA Aviation plc		13,331,465		16,298,763
	510,000	Curtiss-Wright Corp.		14,512,635		17,921,400
	30,000	Ducommun Inc.		585,815		717,000
	1,095,042	GenCorp Inc.†		7,016,413		6,548,351
	665,800	Kaman Corp.		9,825,703		23,436,160
	89,000	Moog Inc., Cl. A†		726,840		4,085,990
	16,100	Moog Inc., Cl. B†		464,818		732,550
	65,000	Woodward Inc.		959,980		2,246,400
				47,834,904		73,140,249
		Broadcasting — 0.7%
	365,000	Acme Communications Inc.†		935,691		456,250
	182,000	Beasley Broadcast Group Inc., Cl. A†		1,089,178		1,335,880
	23,300	Cogeco Inc.		592,837		997,129
	297,000	Crown Media Holdings Inc., Cl. A†		1,737,892		689,040
	2,433	Granite Broadcasting Corp.† (b)		822,771		0
	330,000	Gray Television Inc.†		1,077,816		683,100
	44,000	Gray Television Inc., Cl. A†		94,427		85,360
	100,000	Liberty Media Corp. — Capital, Cl. A†		2,042,651		7,367,000
	551,600	Salem Communications Corp., Cl. A		2,279,577		2,068,500
	190,000	Sinclair Broadcast Group Inc., Cl. A		1,563,471		2,382,600
	450,000	Sirius XM Radio Inc.†		230,879		747,000
				12,467,190		16,811,859
		Building and Construction — 0.6%
	33,000	Insituform Technologies Inc., Cl. A†		622,647		882,750
	334,000	Layne Christensen Co.†		8,991,997		11,523,000
	2,000	Nortek Inc.†		89,915		86,250
	68,000	Texas Industries Inc.		2,304,603		3,075,640
				12,009,162		15,567,640
		Business Services — 4.5%
	71,000	AboveNet Inc.		3,290,498		4,605,060
	40,000	ACCO Brands Corp.†		383,433		381,600
	95,033	Arbitron Inc.		2,620,456		3,804,171
	110,000	Ascent Media Corp., Cl. A†		2,727,937		5,373,500
	417,570	Clear Channel Outdoor Holdings Inc., Cl. A†		3,893,963		6,075,644
	435,000	Diebold Inc.		14,703,403		15,425,100
	545,000	Edgewater Technology Inc.†		2,694,544		1,738,550
	380,000	Furmanite Corp.†		1,479,692		3,040,000
	118,000	GP Strategies Corp.†		976,751		1,604,800
	35,589	GSE Systems Inc.†		138,667		80,431
	100,000	GSI Commerce Inc.†		2,925,800		2,927,000
	525,000	Intermec Inc.†		9,104,306		5,664,750

See accompanying notes to financial statements.

4

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	109,700	Internap Network Services Corp.†	$	681,628	$	720,729
	22,000	Lamar Advertising Co., Cl. A†		157,238		812,680
	14,500	Landauer Inc.		322,415		892,040
	750,000	Live Nation Entertainment Inc.†		8,277,688		7,500,000
	197,000	Macquarie Infrastructure Co. LLC†		2,978,508		4,700,420
	4,000	MDC Partners Inc., Cl. A		12,360		67,080
	120,000	Sohgo Security Services Co. Ltd.		1,459,559		1,305,602
	170,000	Stamps.com Inc.		1,301,239		2,269,500
	340,307	The Brink’s Co.		8,096,900		11,267,565
	1,940,000	The Interpublic Group of Companies Inc.		13,568,760		24,385,800
	153,000	Trans-Lux Corp.† (a)		918,569		22,950
	36,050	TransAct Technologies Inc.†		181,017		430,798
	60,000	United Rentals Inc.†		380,572		1,996,800
	110,000	ValueClick Inc.†		1,588,417		1,590,600
				84,864,320		108,683,170
		Cable — 1.5%
	230,000	Adelphia Communications Corp., Cl. A† (b)		29,650		0
	230,000	Adelphia Communications Corp., Cl. A, Escrow† (b)		0		0
	230,000	Adelphia Recovery Trust†		0		3,450
	500,000	Cablevision Systems Corp., Cl. A		157,656		17,305,000
	10,000	Cogeco Cable Inc.		340,851		464,260
	235,000	DIRECTV, Cl. A†		5,837,622		10,998,000
	50,000	DISH Network Corp., Cl. A†		968,420		1,218,000
	40,000	EchoStar Corp., Cl. A†		780,129		1,514,000
	9,329	Liberty Global Inc., Cl. A†		249,972		386,314
	9,329	Liberty Global Inc., Cl. C†		240,169		373,067
	480,000	LIN TV Corp., Cl. A†		3,352,165		2,846,400
	300,000	Mediacom Communications Corp., Cl. A† (b)		0		27,000
	36,000	Outdoor Channel Holdings Inc.†		287,493		268,560
				12,244,127		35,404,051
		Closed-End Business Development Company — 0.1%
	110,000	MVC Capital Inc.		1,238,662		1,509,200
		Closed-End Funds — 0.2%
	98,000	The Central Europe and Russia Fund Inc.		2,838,336		4,440,380
	38,225	The European Equity Fund Inc.		395,416		308,858
	11,000	The Ibero-America Fund Inc.		103,029		77,000
	54,738	The New Germany Fund Inc.		644,127		949,157
				3,980,908		5,775,395
		Commercial Services — 0.4%
	120,000	Garda World Security Corp., Cl A†		1,079,478		1,236,514
	275,000	Loomis AB, Cl. B		2,925,762		4,356,850
	800,000	Swisher Hygiene Inc.†		593,828		4,893,244
				4,599,068		10,486,608
		Communications Equipment — 0.9%
	160,300	Communications Systems Inc.		1,150,610		2,475,032
	97,000	Sycamore Networks Inc.		1,624,558		2,369,710
	280,912	Thomas & Betts Corp.†		5,414,640		16,705,837
				8,189,808		21,550,579
		Computer Software and Services — 1.6%
	150,000	Activision Blizzard Inc.		1,775,079		1,645,500
	400,000	ADPT Corp.†		1,199,233		1,176,000
	50,000	AOL Inc.†		1,148,390		976,500
	124,000	Emulex Corp.†		1,259,345		1,323,080
	180,000	FalconStor Software Inc.†		1,018,324		819,000
	295,000	Global Sources Ltd.†		2,021,681		3,430,850
	6,000	KIT Digital Inc.†		68,146		72,240
	60,000	Mentor Graphics Corp.†		720,436		877,800
	20,000	Mercury Computer Systems Inc.†		386,953		423,200
	20,187	MKS Instruments Inc.		367,981		672,227
	455,000	NCR Corp.†		5,164,296		8,572,200
	75,000	Quantum Corp.†		243,845		189,000
	104,000	Rockwell Automation Inc.		2,921,662		9,843,600
	16,000	Stratasys Inc.†		724,316		752,000
	303,000	Tyler Technologies Inc.†		1,331,184		7,184,130
				20,350,871		37,957,327
		Consumer Products — 2.1%
	250,000	1-800-FLOWERS.COM Inc., Cl. A†		1,169,119		825,000
	14,750	Adams Golf Inc.†		110,074		80,388
	300,000	Alberto-Culver Co.		10,211,861		11,181,000
	30,000	Brunswick Corp.		432,673		762,900
	33,500	Chofu Seisakusho Co. Ltd.		484,644		839,715
	30,000	Church & Dwight Co. Inc.		303,670		2,380,200
	800,000	Eastman Kodak Co.†		4,364,637		2,584,000
	2,000	Harley-Davidson Inc.		4,713		84,980
	360,638	Marine Products Corp.†		560,494		2,859,859

See accompanying notes to financial statements.

5

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	22,000	National Presto Industries Inc.	$	675,355	$	2,478,960
	25,000	RC2 Corp.†		704,878		702,500
	450,000	Sally Beauty Holdings Inc.†		2,994,212		6,304,500
	800,000	Schiff Nutrition International Inc.		2,190,155		7,288,000
	4,605	Steven Madden Ltd.†		37,266		216,113
	230,000	Stewart Enterprises Inc., Cl. A		1,281,284		1,757,200
	150,000	Swedish Match AB		2,992,162		4,988,197
	87,425	Syratech Corp.†		17,426		2,216
	20,000	The Scotts Miracle-Gro Co., Cl. A		504,262		1,157,000
	22,000	WD-40 Co.		606,916		931,480
	70,000	Wolverine World Wide Inc.		713,205		2,609,600
				30,359,006		50,033,808
		Consumer Services — 1.0%
	52,000	Bowlin Travel Centers Inc.†		52,442		85,800
	2,750	Collectors Universe Inc.		8,720		38,968
	20,000	IAC/InterActiveCorp.†		221,743		617,800
	225,023	KAR Auction Services Inc.†		3,025,024		3,451,853
	175,000	Martha Stewart Living Omnimedia Inc., Cl. A†		1,247,716		649,250
	600,000	Rollins Inc.		2,281,581		12,180,000
	110,000	SearchMedia Holdings Ltd.†		642,759		211,200
	650,000	TiVo Inc.†		7,050,033		5,694,000
				14,530,018		22,928,871
		Diversified Industrial — 6.2%
	27,000	Acuity Brands Inc.		260,021		1,579,230
	70,000	Albany International Corp., Cl. A		1,486,445		1,743,000
	200,000	Ampco-Pittsburgh Corp.		3,454,230		5,516,000
	6,000	Anixter International Inc.		57,120		419,340
	420,000	Crane Co.		10,010,200		20,340,600
	3,000	ESCO Technologies Inc.		49,914		114,450
	18,000	Foster Wheeler AG†		34,930		677,160
	14,000	Gardner Denver Inc.		157,253		1,092,420
	115,000	Greif Inc., Cl. A		1,286,284		7,522,150
	83,000	Greif Inc., Cl. B		3,593,874		5,112,800
	1,185,000	Griffon Corp.†		13,452,660		15,559,050
	361,200	Handy & Harman Ltd.†		2,859,500		4,341,624
	190,000	Jardine Strategic Holdings Ltd.		3,487,637		5,073,000
	417,000	Katy Industries Inc.† (a)		915,518		237,690
	49,000	Lincoln Electric Holdings Inc.		2,642,298		3,720,080
	71,000	Lindsay Corp.		1,508,357		5,610,420
	605,000	Magnetek Inc.†		2,180,341		1,331,000
	32,000	Matthews International Corp., Cl. A		748,294		1,233,600
	410,000	Myers Industries Inc.		3,814,189		4,071,300
	572,000	National Patent Development Corp.†		1,176,798		869,440
	135,000	Oil-Dri Corp. of America		1,426,144		2,875,500
	130,000	Olin Corp.		2,496,080		2,979,600
	260,000	Park-Ohio Holdings Corp.†		1,787,806		5,371,600
	88,000	Precision Castparts Corp.		1,768,194		12,951,840
	32,000	Roper Industries Inc.		620,029		2,766,720
	82,000	Sonoco Products Co.		2,464,475		2,970,860
	120,070	Standex International Corp.		2,864,356		4,549,452
	242,000	Tech/Ops Sevcon Inc.† (a)		1,442,391		1,366,090
	50,000	Terex Corp.†		1,054,495		1,852,000
	387,000	Textron Inc.		2,408,058		10,599,930
	330,073	Tredegar Corp.		5,522,389		7,122,975
	148,000	Tyco International Ltd.		5,527,286		6,625,960
				82,557,566		148,196,881
		Educational Services — 0.5%
	60,000	Career Education Corp.†		1,117,698		1,363,200
	490,000	Corinthian Colleges Inc.†		3,124,412		2,165,800
	406,403	Universal Technical Institute Inc.		7,357,854		7,904,538
				11,599,964		11,433,538
		Electronics — 1.7%
	50,000	Badger Meter Inc.		1,202,451		2,060,500
	221,400	Bel Fuse Inc., Cl. A (a)		5,360,634		5,311,386
	488,908	CTS Corp.		4,670,224		5,280,206
	73,000	Cypress Semiconductor Corp.†		354,472		1,414,740
	49,772	Greatbatch Inc.†		1,211,894		1,316,967
	20,000	IMAX Corp.†		158,565		639,600
	8,000	International Rectifier Corp.†		175,247		264,480
	120,000	KEMET Corp.†		1,412,225		1,779,600
	110,000	Methode Electronics Inc.		953,550		1,328,800
	315,000	Park Electrochemical Corp.		7,506,180		10,158,750
	100,000	Pulse Electronics Corp.		546,132		605,000
	180,000	Stoneridge Inc.†		1,475,725		2,631,600
	350,000	Trident Microsystems Inc.†		1,448,903		402,500
	10,000	Universal Display Corp.†		277,033		550,400
	100,000	Verigy Ltd.†		1,420,805		1,409,000
	305,000	Zoran Corp.†		2,919,688		3,168,950
	120,000	Zygo Corp.†		1,071,063		1,754,400
				32,164,791		40,076,879

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities — 6.5%
	20,000	A123 Systems Inc.†	$	270,000	$	127,000
	380,000	Black Hills Corp.		9,703,620		12,707,200
	110,000	Callon Petroleum Co.†		743,793		854,700
	50,000	Central Vermont Public Service Corp.		966,855		1,164,500
	110,000	CH Energy Group Inc.		4,519,660		5,559,400
	36,000	Chesapeake Utilities Corp.		953,501		1,498,320
	45,000	CMS Energy Corp.		240,795		883,800
	23,000	Connecticut Water Service Inc.		464,832		606,050
	8,000	Consolidated Water Co. Ltd.		140,714		87,200
	155,000	Covanta Holding Corp.		596,181		2,647,400
	3,000	Dawson Geophysical Co.†		101,595		131,640
	413,400	El Paso Electric Co.†		6,002,295		12,567,360
	20,000	Ener1 Inc.†		139,473		59,200
	30,000	Energy Recovery Inc.†		181,420		95,400
	22,333	Gamesa Corporacion Tecnologica SA†		134,727		232,091
	220,000	Great Plains Energy Inc.		4,699,894		4,404,400
	70,000	Key Energy Services Inc.†		597,194		1,088,500
	45,000	Middlesex Water Co.		773,022		818,550
	40,000	National Fuel Gas Co.		2,289,676		2,960,000
	65,000	NorthWestern Corp.		1,773,405		1,969,500
	40,000	Oceaneering International Inc.†		1,366,984		3,578,000
	215,000	Otter Tail Corp.		4,784,557		4,886,950
	10,000	Patterson-UTI Energy Inc.		211,721		293,900
	160,000	Pennichuck Corp.		3,697,727		4,558,400
	1,200,372	PNM Resources Inc.		13,068,524		17,909,550
	132,000	Rowan Companies Inc.†		2,795,259		5,831,760
	1,665,000	RPC Inc.		2,429,514		42,157,800
	145,000	SJW Corp.		2,774,885		3,356,750
	300,000	Southern Union Co.		5,117,716		8,586,000
	168,096	Southwest Gas Corp.		3,557,555		6,550,701
	45,000	Tesoro Corp.†		455,817		1,207,350
	1,000	The Laclede Group Inc.		37,685		38,100
	45,000	The York Water Co.		629,880		783,450
	25,000	Union Drilling Inc.†		198,390		256,250
	10,000	Vestas Wind Systems A/S†		89,988		433,741
	70,000	Voyager Oil & Gas Inc.†		31,840		308,000
	210,000	Westar Energy Inc.		3,773,305		5,548,200
				80,313,999		156,747,113
		Entertainment — 1.4%
	100,000	Carmike Cinemas Inc.†		771,699		715,000
	6,048	Chestnut Hill Ventures† (b)		164,590		275,466
	32,000	Discovery Communications Inc., Cl. A†		439,528		1,276,800
	32,000	Discovery Communications Inc., Cl. C†		454,438		1,126,720
	325,000	Dover Motorsports Inc.†		1,353,511		650,000
	242,000	Fisher Communications Inc.†		8,449,624		7,521,360
	25,000	International Speedway Corp., Cl. A		765,825		745,000
	3,500	International Speedway Corp., Cl. B		70,020		103,950
	270,000	Madison Square Garden Inc., Cl. A†		3,020,077		7,287,300
	10,000	Rovi Corp.†		142,372		536,500
	450,000	Take-Two Interactive Software Inc.†		7,572,812		6,916,500
	215,000	Universal Entertainment Corp.†		3,336,232		6,309,389
	50,000	World Wrestling Entertainment Inc., Cl. A		544,220		628,500
				27,084,948		34,092,485
		Environmental Services — 0.5%
	1,500	Renegy Holdings Inc.†		539		450
	400,000	Republic Services Inc.		5,798,456		12,016,000
				5,798,995		12,016,450
		Equipment and Supplies — 9.0%
	22,500	A.O. Smith Corp.		336,569		997,650
	372,000	AMETEK Inc.		1,033,701		16,319,640
	5,000	AZZ Inc.		154,353		228,000
	495,000	Baldwin Technology Co. Inc., Cl. A†		1,485,592		796,950
	25,000	Belden Inc.		286,590		938,750
	55,000	Capstone Turbine Corp.†		108,350		99,550
	515,371	CIRCOR International Inc.		13,881,216		24,232,744
	339,000	CLARCOR Inc.		2,024,731		15,231,270
	330,000	Core Molding Technologies Inc.†		654,777		2,508,000
	168,000	Crown Holdings Inc.†		678,985		6,481,440
	4,000	Danaher Corp.		34,106		207,600
	90,000	Donaldson Co. Inc.		1,558,860		5,516,100
	222,000	Entegris Inc.†		1,280,053		1,946,940
	250,000	Federal Signal Corp.		1,767,555		1,627,500
	103,000	Flowserve Corp.		2,703,426		13,266,400
	160,000	Franklin Electric Co. Inc.		1,496,658		7,392,000
	222,000	Gerber Scientific Inc.†		1,761,736		2,077,920
	155,000	Graco Inc.		2,718,503		7,050,950
	1,040,000	GrafTech International Ltd.†		12,563,346		21,455,200
	100,000	IDEX Corp.		765,938		4,365,000
	425,000	Interpump Group SpA†		2,313,541		3,604,809
	4,200	Itron Inc.†		264,019		237,048
	7,000	Jarden Corp.		115,037		248,990

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Equipment and Supplies (Continued)
	206,049	L.S. Starrett Co., Cl. A	$	2,560,939	$	2,892,928
	40,000	Littelfuse Inc.		758,367		2,284,000
	230,000	Lufkin Industries Inc.		1,483,227		21,498,100
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		768,334
	82,000	Met-Pro Corp.		692,039		975,800
	4,000	Mine Safety Appliances Co.		107,558		146,680
	48,313	Mueller Industries Inc.		1,537,951		1,769,222
	12,000	Plantronics Inc.		275,609		439,440
	2,000	Regal-Beloit Corp.		59,351		147,660
	130,000	Robbins & Myers Inc.		1,826,625		5,978,700
	83,000	SL Industries Inc.†		1,105,422		1,519,730
	5,000	Teleflex Inc.		76,167		289,900
	293,000	Tennant Co.		5,920,322		12,317,720
	370,000	The Gorman-Rupp Co.		7,452,044		14,574,300
	85,000	The Greenbrier Cos. Inc.†		833,816		2,412,300
	100,000	The Manitowoc Co. Inc.		666,995		2,188,000
	22,000	The Middleby Corp.†		767,256		2,050,840
	8,000	Valmont Industries Inc.		176,298		834,960
	95,000	Vicor Corp.		1,019,132		1,566,550
	7,875	Watsco Inc., Cl. B		23,627		547,549
	153,000	Watts Water Technologies Inc., Cl. A		3,377,189		5,843,070
				81,067,185		217,876,234
		Financial Services — 5.3%
	10,616	Alleghany Corp.†		1,758,117		3,513,737
	25,287	Argo Group International Holdings Ltd.		844,293		835,482
	458,577	Artio Global Investors Inc.		11,096,177		7,410,604
	10,121	BCB Holdings Ltd.†		23,159		12,421
	115,000	BKF Capital Group Inc.†		558,738		124,200
	12,500	Capitol Federal Financial Inc.		125,000		140,875
	714,410	CNA Surety Corp.†		9,292,650		18,045,997
	22,000	Crazy Woman Creek Bancorp Inc.†		343,564		236,500
	150,000	Discover Financial Services		2,578,605		3,618,000
	40,000	Duff & Phelps Corp., Cl. A		587,050		639,200
	100,000	Epoch Holding Corp.		818,447		1,578,000
	8,389	Fidelity Southern Corp.†		53,123		67,112
	190,000	Flushing Financial Corp.		3,048,480		2,831,000
	880,000	GAM Holding AG†		11,387,322		16,718,563
	45,000	Hudson Valley Holding Corp.		943,612		990,000
	805,000	Janus Capital Group Inc.		8,164,370		10,038,350
	85,000	KBW Inc.		2,317,670		2,226,150
	745,072	KKR & Co. LP		5,376,793		12,226,632
	135,000	Legg Mason Inc.		2,597,097		4,872,150
	3,000	Leucadia National Corp.		24,354		112,620
	54,624	Medallion Financial Corp.		415,809		480,145
	330,000	Nara Bancorp Inc.†		3,767,131		3,174,600
	300,000	NewAlliance Bancshares Inc.		4,316,427		4,452,000
	250,000	Och-Ziff Capital Management Group LLC, Cl. A		1,997,164		4,080,000
	30,000	optionsXpress Holdings Inc.		531,099		549,300
	165,000	Oritani Financial Corp.		1,685,540		2,092,200
	31,000	PrivateBancorp Inc.		527,319		473,990
	240,000	Sterling Bancorp		3,569,825		2,402,400
	320,000	SWS Group Inc.		4,791,830		1,942,400
	10,000	T. Rowe Price Group Inc.		270,786		664,200
	11,033	Tree.com Inc.†		78,880		65,095
	10,000	Universal American Corp.		201,993		229,100
	5,500	Value Line Inc.		186,904		81,400
	460,000	Waddell & Reed Financial Inc., Cl. A		9,248,071		18,680,600
	600,000	Wilmington Trust Corp.		6,231,793		2,712,000
				99,759,192		128,317,023
		Food and Beverage — 6.2%
	47,000	Boston Beer Co. Inc., Cl. A†		883,432		4,353,140
	38,100	Brown-Forman Corp., Cl. A		1,115,861		2,585,466
	5,000	Brown-Forman Corp., Cl. B		144,052		341,500
	200,000	Bull-Dog Sauce Co. Ltd.		444,295		408,752
	3,200,000	China Tontine Wines Group Ltd.		778,804		674,676
	280,000	Corn Products International Inc.		6,240,917		14,509,600
	890,000	Davide Campari — Milano SpA		4,450,784		6,021,456
	240,000	Dean Foods Co.†		4,286,457		2,400,000
	380,000	Denny’s Corp.†		1,106,889		1,542,800
	1,000	Diamond Foods Inc.		20,567		55,800
	326,000	Dr Pepper Snapple Group Inc.		6,664,752		12,114,160
	2,900,000	Dynasty Fine Wines Group Ltd.		1,098,176		1,081,178
	27,000	Farmer Brothers Co.		424,408		327,240
	290,000	Feihe International Inc.†		6,069,385		2,496,900
	250,000	Flowers Foods Inc.		1,386,407		6,807,500
	25,000	Green Mountain Coffee Roasters Inc.†		749,976		1,615,250
	700,000	Grupo Continental SAB de CV		1,156,476		2,365,809
	160,000	ITO EN Ltd.		3,301,726		2,787,208
	25,000	J & J Snack Foods Corp.		577,813		1,176,750
	1,250,000	Kikkoman Corp.		13,329,919		11,781,678

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	250,000	Lifeway Foods Inc.†	$	2,511,599	$	2,605,000
	3,000	MEIJI Holdings Co. Ltd.		117,526		120,642
	70,000	MGP Ingredients Inc.		331,262		610,400
	450,000	Morinaga Milk Industry Co. Ltd.		1,808,850		1,606,756
	85,000	NISSIN FOODS HOLDINGS CO. LTD.		2,907,986		2,996,153
	3,800,000	Parmalat SpA		10,676,896		12,730,932
	55,600	Peet’s Coffee & Tea Inc.†		2,143,318		2,673,804
	50,000	Ralcorp Holdings Inc.†		892,806		3,421,500
	162,000	Rock Field Co. Ltd.		2,539,700		2,664,294
	125,000	Smart Balance Inc.†		849,741		573,750
	431,013	Snyders-Lance Inc.		9,078,546		8,555,608
	410,000	The Hain Celestial Group Inc.†		7,537,748		13,234,800
	66,000	The J.M. Smucker Co.		1,599,230		4,711,740
	700,000	Tingyi (Cayman Islands) Holding Corp.		1,792,917		1,711,630
	242,946	Tootsie Roll Industries Inc.		5,142,186		6,889,951
	90,000	United Natural Foods Inc.†		2,545,822		4,033,800
	4,500	Vina Concha Y Toro SA, ADR		142,964		211,410
	1,200,000	Vitasoy International Holdings Ltd.		739,370		979,617
	15,000	Willamette Valley Vineyards Inc.†		56,042		47,250
	160,000	YAKULT HONSHA Co. Ltd.		4,046,939		4,089,445
	28,000	Zhongpin Inc.†		379,280		425,040
				112,071,824		150,340,385
		Health Care — 6.6%
	30,000	Alere Inc.†		554,732		1,174,200
	50,000	Align Technology Inc.†		408,280		1,024,000
	100,000	Allergan Inc.		1,964,407		7,102,000
	135,000	AngioDynamics Inc.†		2,074,518		2,041,200
	8,000	Anika Therapeutics Inc.†		76,123		71,680
	324,000	Animal Health International Inc.†		2,511,922		1,360,800
	148,000	ArthroCare Corp.†		2,893,079		4,934,320
	50,000	Beckman Coulter Inc.		3,995,399		4,153,500
	6,500	Bio-Rad Laboratories Inc., Cl. A†		258,088		780,910
	42,000	Bio-Reference Laboratories Inc.†		942,183		942,480
	50,500	BioLase Technology Inc.†		74,915		245,935
	20,000	Bruker Corp.†		174,056		417,000
	12,000	Cantel Medical Corp.		266,901		309,000
	232,000	Cepheid Inc.†		3,161,747		6,500,640
	158,000	Chemed Corp.		3,497,479		10,524,380
	66,000	CONMED Corp.†		1,714,345		1,734,480
	75,000	Continucare Corp.†		228,285		401,250
	379,200	Cutera Inc.†		5,127,118		3,249,744
	12,000	Cynosure Inc., Cl. A†		93,211		166,680
	96,000	DexCom Inc.†		962,427		1,489,920
	29,237	DGT Holdings Corp.†		488,484		280,675
	187,024	Exactech Inc.†		2,898,144		3,282,271
	30,000	Gentiva Health Services Inc.†		772,067		840,900
	691,000	Genzyme Corp.†		52,427,369		52,619,650
	44,000	Henry Schein Inc.†		861,550		3,087,480
	4,000	Heska Corp.†		35,706		26,000
	23,000	ICU Medical Inc.†		573,768		1,006,940
	290,000	IRIS International Inc.†		3,079,773		2,615,800
	36,000	Kinetic Concepts Inc.†		918,852		1,959,120
	42,000	Life Technologies Corp.†		1,070,187		2,201,640
	7,500	MAKO Surgical Corp.†		177,709		181,500
	40,000	MWI Veterinary Supply Inc.†		972,736		3,227,200
	8,000	Neogen Corp.†		195,096		331,040
	4,000	Nobel Biocare Holding AG†		61,643		82,918
	50,000	Nordion Inc.		369,385		591,000
	7,500	NuVasive Inc.†		200,477		189,900
	105,000	Opko Health Inc.†		284,862		391,650
	72,000	Orthofix International NV†		1,189,183		2,337,120
	45,000	Owens & Minor Inc.		606,216		1,461,600
	260,000	Pain Therapeutics Inc.†		1,658,892		2,485,600
	360,000	Palomar Medical Technologies Inc.†		5,753,953		5,346,000
	30,000	PSS World Medical Inc.†		367,273		814,500
	575,000	Quidel Corp.†		6,254,820		6,877,000
	225,002	Rochester Medical Corp.†		2,624,005		2,583,023
	235,000	RTI Biologics Inc.†		1,302,133		672,100
	960,000	Sorin SpA†		2,442,470		2,680,196
	2,300	Straumann Holding AG		206,988		591,464
	2,000	Stryker Corp.		88,300		121,600
	50,000	SurModics Inc.†		634,243		625,000
	14,000	Syneron Medical Ltd.†		116,750		182,560
	6,000	Techne Corp.		409,768		429,600
	75,000	The Cooper Cos. Inc.		2,911,668		5,208,750
	48,000	United-Guardian Inc.		435,056		715,680
	80,000	Vascular Solutions Inc.†		619,673		872,800
	113,200	Wright Medical Group Inc.†		1,931,391		1,925,532
	18,800	Young Innovations Inc.		492,409		590,320
				126,412,214		158,060,248
		Home Furnishings — 0.1%
	20,000	Bassett Furniture Industries Inc.†		167,652		157,000
	48,000	Bed Bath & Beyond Inc.†		1,226,616		2,316,960
				1,394,268		2,473,960

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Hotels and Gaming — 2.2%
	70,000	Ante5 Inc.†	$	0	$	89,600
	160,000	Boyd Gaming Corp.†		934,718		1,499,200
	110,000	Canterbury Park Holding Corp.†		1,120,504		1,333,200
	110,092	Churchill Downs Inc.		3,754,858		4,568,818
	125,000	Dover Downs Gaming & Entertainment Inc.		786,541		448,750
	275,000	Gaylord Entertainment Co.†		6,256,463		9,537,000
	400,000	Genting Singapore plc†		408,768		650,536
	18,000	Home Inns & Hotels Management Inc., ADR†		343,247		712,260
	110,000	Lakes Entertainment Inc.†		502,595		297,000
	200,000	Las Vegas Sands Corp.†		1,395,678		8,444,000
	1,400,000	Mandarin Oriental International Ltd.		1,825,418		2,926,000
	11,800	Morgans Hotel Group Co.†		126,690		115,640
	165,000	Orient-Express Hotels Ltd., Cl. A†		2,872,992		2,041,050
	100,000	Penn National Gaming Inc.†		1,509,186		3,706,000
	300,000	Pinnacle Entertainment Inc.†		2,008,997		4,086,000
	180,000	Sonesta International Hotels Corp., Cl. A		3,750,193		3,453,300
	2,000,000	The Hongkong & Shanghai Hotels Ltd.		1,786,952		3,666,493
	200,000	The Marcus Corp.		2,690,011		2,180,000
	24,000	Wynn Resorts Ltd.		308,808		3,054,000
				32,382,619		52,808,847
		Machinery — 1.4%
	57,000	Astec Industries Inc.†		1,840,989		2,125,530
	453,000	CNH Global NV†		6,037,085		21,993,150
	15,000	Global Power Equipment Group Inc.†		352,192		412,500
	44,500	Kennametal Inc.		1,204,590		1,735,500
	3,000	Nordson Corp.		107,171		345,180
	66,000	Twin Disc Inc.		778,170		2,126,520
	135,000	Zebra Technologies Corp., Cl. A†		2,984,425		5,297,400
				13,304,622		34,035,780
		Manufactured Housing and Recreational Vehicles — 0.3%
	600,000	All American Group Inc.†		1,330,196		136,800
	75,000	Cavco Industries Inc.†		1,561,191		3,387,000
	15,000	Drew Industries Inc.		255,948		334,950
	30,000	Nobility Homes Inc.†		446,262		276,000
	179,000	Skyline Corp.		5,284,754		3,588,950
				8,878,351		7,723,700
		Metals and Mining — 1.1%
	52,003	Barrick Gold Corp.		1,522,648		2,699,476
	10,000	Inmet Mining Corp.		325,911		702,940
	109,250	Ivanhoe Mines Ltd.†		1,540,339		3,000,005
	140,000	Kinross Gold Corp.		962,642		2,205,000
	250,000	Lynas Corp Ltd.†		230,655		581,822
	260,000	Materion Corp.†		5,341,877		10,608,000
	101,500	Molycorp Inc.†		1,899,888		6,092,030
	2,000	Northwest Pipe Co.†		55,888		45,860
	52,100	Stillwater Mining Co.†		477,514		1,194,653
	15,000	Yamana Gold Inc.		50,671		184,650
				12,408,033		27,314,436
		Paper and Forest Products — 0.1%
	25,000	Schweitzer-Mauduit International Inc.		949,097		1,265,250
	73,000	Wausau Paper Corp.		739,852		557,720
				1,688,949		1,822,970
		Publishing — 1.2%
	65,000	Belo Corp., Cl. A†		157,232		572,650
	60,000	Cambium Learning Group Inc.†		212,981		204,000
	1,520,000	Il Sole 24 Ore SpA†		3,636,464		2,843,457
	12,000	John Wiley & Sons Inc., Cl. B		46,500		610,920
	1,080,000	Journal Communications Inc., Cl. A†		5,715,463		6,480,000
	913,233	Media General Inc., Cl. A†		5,593,603		6,283,043
	30,000	Meredith Corp.		539,417		1,017,600
	260,000	News Corp., Cl. A		765,310		4,565,600
	200,000	PRIMEDIA Inc.		955,766		974,000
	415,000	The E.W. Scripps Co., Cl. A†		2,734,026		4,108,500
				20,356,762		27,659,770
		Real Estate — 1.0%
	20,150	Capital Properties Inc., Cl. A		408,087		261,749
	15,000	Capital Properties Inc., Cl. B (b)		0		194,850
	115,046	Cohen & Steers Inc.		2,572,785		3,414,565
	200,000	Griffin Land & Nurseries Inc.		3,062,169		6,436,000
	10,000	Gyrodyne Co. of America Inc.†		172,069		735,000
	107,000	Morguard Corp.		1,362,690		6,655,080
	255,000	The St. Joe Co.†		6,424,817		6,392,850
				14,002,617		24,090,094
		Retail — 4.5%
	96,010	99 Cents Only Stores†		1,463,280		1,881,796
	256,000	Aaron’s Inc.†		1,238,287		6,492,160
	260,000	AutoNation Inc.†		3,938,974		9,196,200
	42,000	Barnes & Noble Inc.		598,563		385,980
	13,500	Best Buy Co. Inc.		559,196		387,720

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Retail (Continued)
	115,000	Big 5 Sporting Goods Corp.	$	1,751,510	$	1,370,800
	22,000	Biglari Holdings Inc.†		5,548,040		9,318,100
	365,721	Casey’s General Stores Inc.		13,368,059		14,263,119
	740,000	Coldwater Creek Inc.†		3,411,095		1,953,600
	25,000	Collective Brands Inc.†		539,562		539,500
	42,792	Copart Inc.†		1,466,246		1,854,177
	100,000	HSN Inc.†		2,905,633		3,203,000
	641,551	Ingles Markets Inc., Cl. A		10,590,499		12,709,125
	105,600	Krispy Kreme Doughnuts Inc.†		692,547		743,424
	170,000	Macy’s Inc.		2,290,516		4,124,200
	46,000	Movado Group Inc.†		612,363		675,280
	147,000	Nathan’s Famous Inc.†		2,047,231		2,540,160
	85,000	Pier 1 Imports Inc.†		736,452		862,750
	60,074	Regis Corp.		1,202,781		1,065,713
	300,000	Rush Enterprises Inc., Cl. B†		3,438,009		5,217,000
	320,000	The Bon-Ton Stores Inc.†		2,392,653		4,960,000
	280,000	The Cheesecake Factory Inc.†		7,332,374		8,425,200
	100,000	The Great Atlantic & Pacific Tea Co. Inc.†		17,250		23,000
	200,000	Tractor Supply Co.		3,695,464		11,972,000
	33,000	Village Super Market Inc., Cl. A		815,643		960,300
	53,000	Weis Markets Inc.		1,633,642		2,144,380
	168,000	Wendy’s/Arby’s Group Inc., Cl. A		1,364,690		845,040
	186,073	Winn-Dixie Stores Inc.†		2,467,297		1,328,561
				78,117,856		109,442,285
		Specialty Chemicals — 4.7%
	55,000	A. Schulman Inc.		1,139,761		1,359,600
	27,500	Airgas Inc.		665,148		1,826,550
	83,000	Albemarle Corp.		1,309,551		4,960,910
	35,000	Arch Chemicals Inc.		766,922		1,455,650
	76,000	Ashland Inc.		1,338,551		4,389,760
	40,000	Chemtura Corp.†		639,640		688,000
	11,000	Cytec Industries Inc.		296,699		598,070
	2,155,000	Ferro Corp.†		15,115,820		35,751,450
	340,000	H.B. Fuller Co.		4,380,983		7,303,200
	93,000	Hawkins Inc.		1,379,557		3,820,440
	950,000	Huntsman Corp.		5,135,124		16,511,000
	85,000	Material Sciences Corp.†		503,549		612,850
	38,000	NewMarket Corp.		3,987,095		6,012,360
	355,000	Omnova Solutions Inc.†		943,978		2,793,850
	67,000	Penford Corp.†		734,778		417,410
	13,000	Quaker Chemical Corp.		214,482		522,210
	100,000	Rockwood Holdings Inc.†		1,966,878		4,922,000
	265,000	Sensient Technologies Corp.		5,398,394		9,497,600
	600,000	Zep Inc.		8,295,733		10,446,000
				54,212,643		113,888,910
		Telecommunications — 1.4%
	30,000	Atlantic Tele-Network Inc.		461,782		1,115,700
	1,765,000	Cincinnati Bell Inc.†		5,322,665		4,730,200
	6,795	Community Service Communications Inc.		0		6,455
	110,000	HickoryTech Corp.		949,514		999,900
	3,000	IDT Corp., Cl. B		78,263		80,850
	128,000	New Ulm Telecom Inc.		1,205,079		716,800
	10,000	PAETEC Holding Corp.†		37,020		33,400
	116,000	Rogers Communications Inc., Cl. B		560,168		4,222,400
	63,000	Shenandoah Telecommunications Co.		373,895		1,137,780
	1,600,000	Sprint Nextel Corp.†		4,496,476		7,424,000
	37,584	Verizon Communications Inc.		846,702		1,448,487
	815,000	VimpelCom Ltd., ADR		2,480,014		11,507,800
	53,000	Winstar Communications Inc.† (b)		133		53
				16,811,711		33,423,825
		Transportation — 0.9%
	473,000	GATX Corp.		14,367,004		18,286,180
	2,000	Grupo TMM SA, Cl. A, ADR†		13,813		4,860
	2,000	Irish Continental Group plc		14,688		50,254
	130,000	Providence and Worcester Railroad Co.		1,845,698		2,174,250
				16,241,203		20,515,544
		Wireless Communications — 0.1%
	25,000	Millicom International Cellular SA		1,924,303		2,404,250
TOTAL COMMON STOCKS				1,254,412,564		2,055,033,242
		PREFERRED STOCKS — 0.1%
		Automotive: Parts and Accessories — 0.1%
	50,000	Jungheinrich AG Pfd.		1,031,755		2,008,872
		WARRANTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	1,213	Exide Technologies, expire 05/05/11† (b)		2,247		12
	4,531	Federal-Mogul Corp., expire 12/27/14†		87,687		1,812
				89,934		1,824

See accompanying notes to financial statements.

11

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		WARRANTS (Continued)
		Broadcasting — 0.0%
	6,082	Granite Broadcasting Corp., Ser. A, expire 06/04/12† (b)	$	0	$	1
	3,430	Granite Broadcasting Corp., Ser. B, expire 06/04/12† (b)		0		0
				0		1
		Consumer Services — 0.0%
	120,000	SearchMedia Holdings Ltd., expire 11/19/11†		247,589		14,412
		Retail — 0.0%
	250,189	Talbots Inc., expire 04/06/15†		750,567		150,113
TOTAL WARRANTS				1,088,090		166,350

Principal
Amount
		CONVERTIBLE CORPORATE BONDS — 0.0%
		Hotels and Gaming — 0.0%
$	400,000	Gaylord Entertainment Co., Cv., 3.750%, 10/01/14 (c)		379,722	571,500
		CORPORATE BONDS — 0.0%
		Computer Software and Services — 0.0%
	300,000	Exodus Communications Inc., Sub. Deb., 5.250%, 02/15/12†(b)		1,185	0
		U.S. GOVERNMENT OBLIGATIONS — 16.6%
	398,959,000	U.S. Treasury Bills, 0.095% to 0.210%††, 04/07/11 to 09/22/11		398,776,033	398,809,832
		TOTAL INVESTMENTS — 102.0%	$	1,655,689,349	2,456,589,796
		Other Assets and Liabilities (Net) — (2.0)%			(47,913,677	)
		NET ASSETS — 100.0%			2,408,676,119

(a)	Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.
(b)	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 March 31, 2011, the market value of fair valued securities amounted to $497,382 or 0.02% of net assets.
(c)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2011, the market value of the Rule 144A security amounted to $571,500 or 0.02% of net assets.
†	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

March 31, 2011 (Unaudited)

Assets:
Investments, at value (cost $1,642,894,554)	$	2,443,016,700
Investments in affiliates, at value (cost $12,794,795)		13,573,096
Foreign currency, at value (cost $7)		7
Cash		3,795
Receivable for Fund shares issued		3,513,684
Receivable for investments sold		100,948
Dividends and interest receivable		1,542,230
Prepaid expenses		97,554
Total Assets		2,461,848,014
Liabilities:
Payable for investments purchased		48,512,120
Payable for Fund shares redeemed		1,380,264
Payable for investment advisory fees		1,958,282
Payable for distribution fees		509,324
Payable for accounting fees		7,500
Other accrued expenses		804,405
Total Liabilities		53,171,895
Net Assets (applicable to 66,889,868 shares outstanding)	$	2,408,676,119
Net Assets Consist of:
Paid-in capital	$	1,583,089,119
Accumulated net investment loss		(6,131,490	)
Accumulated net realized gain on investments and foreign currency transactions		30,819,857
Net unrealized appreciation on investments		800,900,447
Net unrealized depreciation on foreign currency translations		(1,814	)
Net Assets	$	2,408,676,119
Shares of Capital Stock each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,926,626,109 ÷ 53,403,588 shares outstanding; 150,000,000 shares authorized)	$	36.08
Class A:
Net Asset Value and redemption price per share ($178,434,879 ÷ 4,946,650 shares outstanding; 50,000,000 shares authorized)	$	36.07
Maximum offering price per share (NAV÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	38.27
Class B:
Net Asset Value and offering price per share ($20,925 ÷ 617.3 shares outstanding, 50,000,000 shares authorized)	$	33.90	(a)
Class C:
Net Asset Value and offering price per share ($97,108,980 ÷ 2,862,812 shares outstanding, 50,000,000 shares authorized)	$	33.92	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($206,485,226 ÷ 5,676,201 shares outstanding, 50,000,000 shares authorized)	$	36.38

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

Statement of Operations

For the Six Months Ended March 31, 2011 (Unaudited)

Investment Income:
Dividends — Unaffiliated (net of foreign withholding taxes of $140,341)	$	11,428,976
Dividends — Affiliated		248,100
Interest		245,162
Total Investment Income		11,922,238
Expenses:
Investment advisory fees		10,579,298
Distribution fees — Class AAA		2,147,344
Distribution fees — Class A		179,635
Distribution fees — Class B		97
Distribution fees — Class C		401,693
Shareholder services fees		1,027,993
Shareholder communications expenses		248,372
Custodian fees		115,178
Registration expenses		62,024
Legal and audit fees		62,021
Directors’ fees		26,035
Accounting fees		22,500
Miscellaneous expenses		65,585
Total Expenses		14,937,775
Less:
Advisory fee reduction on unsupervised assets (See Note 3)		(39,479	)
Custodian fee credits		(469	)
Total Reductions and Credits		(39,948	)
Net Expenses		14,897,827
Net Investment Loss		(2,975,589	)
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		49,725,466
Net realized loss on investments — affiliated		(87,206	)
Net realized gain on foreign currency transactions		113,920
Net realized gain on investments and foreign currency transactions		49,752,180
Net change in unrealized appreciation:
on investments		336,858,851
on foreign currency translations		(6,626	)
Net change in unrealized appreciation on investments and foreign currency translations		336,852,225
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency		386,604,405
Net Increase in Net Assets Resulting from Operations	$	383,628,816

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2011			Year Ended
	(Unaudited)			September 30, 2010
Operations:
Net investment loss	$	(2,975,589	)	$	(3,707,850	)
Net realized gain on investments and foreign currency transactions		49,752,180			20,234,554
Net change in unrealized appreciation on investments and foreign currency translations		336,852,225			218,757,896
Net Increase in Net Assets Resulting from Operations		383,628,816			235,284,600
Capital Share Transactions:
Class AAA		178,638,954			73,317,937
Class A		37,189,297			38,695,770
Class B		—			(44,743	)
Class C		18,115,184			13,950,146
Class I		40,097,219			17,685,892
Net Increase in Net Assets from Capital Share Transactions		274,040,654			143,605,002
Redemption Fees		2,279			9,548
Net Increase in Net Assets		657,671,749			378,899,150
Net Assets:
Beginning of period		1,751,004,370			1,372,105,220
End of period (including undistributed net investment income of $0 and $0, respectively)	$	2,408,676,119		$	1,751,004,370

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:

			Income (Loss)																								Ratios to Average Net Assets/
			from Investment Operations									Distributions															Supplemental Data
						Net
	Net Asset		Net			Realized and			Total			Net								Net Asset					Net Assets		Net
Period	Value,		Investment			Unrealized			from			Realized								Value,					End of		Investment						Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Gain on			Total			Redemption		End of		Total			Period		Income			Operating			Turnover
September 30	of Period		(Loss)(a)(b)			Investments			Operations			Investments			Distributions			Fees(a)(c)		Period		Return†			(in 000’s)		(Loss)(b)			Expenses			Rate††
Class AAA
2011(d)	$	29.97	$	(0.05	)	$	6.16		$	6.11			—			—		$	0.00	$	36.08		20.39	%	$	1,926,626		(0.27	)%(e)		1.40	%(e)(f)		3	%
2010		25.81		(0.06	)		4.22			4.16			—			—			0.00		29.97		16.12			1,435,780		(0.23	)		1.44	(f)		14
2009		28.20		(0.02	)		(0.92	)		(0.94	)	$	(1.45	)	$	(1.45	)		0.00		25.81		(1.70	)		1,167,114		(0.09	)		1.48	(f)		25
2008		34.37		(0.00	)(c)		(4.62	)		(4.62	)		(1.55	)		(1.55	)		0.00		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		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		30.41		8.88			727,521		(0.09	)		1.44			6
Class A
2011(d)	$	29.96	$	(0.05	)	$	6.16		$	6.11			—			—		$	0.00	$	36.07		20.39	%	$	178,435		(0.28	)%(e)		1.40	%(e)(f)		3	%
2010		25.81		(0.06	)		4.21			4.15			—			—			0.00		29.96		16.08			115,265		(0.22	)		1.44	(f)		14
2009		28.18		(0.03	)		(0.89	)		(0.92	)	$	(1.45	)	$	(1.45	)		0.00		25.81		(1.63	)		62,548		(0.12	)		1.48	(f)		25
2008		34.37		(0.01	)		(4.63	)		(4.64	)		(1.55	)		(1.55	)		0.00		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		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		30.41		8.84			2,199		(0.08	)		1.44			6
Class B
2011(d)	$	28.26	$	(0.16	)	$	5.80		$	5.64			—			—		$	0.00	$	33.90		19.96	%	$	21		(1.02	)%(e)		2.15	%(e)(f)		3	%
2010		24.54		(0.25	)		3.97			3.72			—			—			0.00		28.26		15.16			17		(0.99	)		2.19	(f)		14
2009		27.10		(0.17	)		(0.94	)		(1.11	)	$	(1.45	)	$	(1.45	)		0.00		24.54		(2.43	)		56		(0.83	)		2.23	(f)		25
2008		33.32		(0.23	)		(4.44	)		(4.67	)		(1.55	)		(1.55	)		0.00		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		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		29.77		8.11			113		(0.85	)		2.19			6
Class C
2011(d)	$	28.28	$	(0.16	)	$	5.80		$	5.64			—			—		$	0.00	$	33.92		19.94	%	$	97,109		(1.03	)%(e)		2.15	%(e)(f)		3	%
2010		24.54		(0.25	)		3.99			3.74			—			—			0.00		28.28		15.24			64,830		(0.98	)		2.19	(f)		14
2009		27.09		(0.18	)		(0.92	)		(1.10	)	$	(1.45	)	$	(1.45	)		0.00		24.54		(2.40	)		42,974		(0.85	)		2.23	(f)		25
2008		33.32		(0.22	)		(4.46	)		(4.68	)		(1.55	)		(1.55	)		0.00		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		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		29.76		8.08			2,650		(0.83	)		2.19			6
Class I
2011(d)	$	30.18	$	(0.00	)(c)	$	6.20		$	6.20			—			—		$	0.00	$	36.38		20.54	%	$	206,485		(0.03	)%(e)		1.15	%(e)(f)		3	%
2010		25.93		0.01			4.24			4.25			—			—			0.00		30.18		16.39			135,112		0.02			1.19	(f)		14
2009		28.25		0.02			(0.89	)		(0.87	)	$	(1.45	)	$	(1.45	)		0.00		25.93		(1.43	)		99,413		0.11			1.23	(f)		25
2008(g)		30.06		0.05			(1.86	)		(1.81	)		—			—			0.00		28.25		(6.02	)		3,578		0.22	(e)		1.18	(e)		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 year ended September 30, 2006 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)	Amount represents less than $0.005 per share.
(d)	For the six months ended March 31, 2011, unaudited.
(e)	Annualized.
(f)	The ratios do not include a reduction of advisory fee on unsupervised assets for the years ended September 30, 2010 and 2009. Including such advisory fee reduction on unsupervised assets, the ratios of operating expenses to average net assets would have been 1.42% and 1.47% (Class AAA and Class A), 2.17% and 2.22% (Class B and Class C), and 1.17% and 1.22% (Class I), respectively. For the six months ended March 31, 2011, the effect of such reduction of advisory fee on unsupervised assets was minimal.
(g)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Unaudited)

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’s Adviser currently characterizes small capitalization companies for the Fund as those with total common stock market values of $2 billion or less at the time of investment. The Fund commenced investment operations on October 22, 1991.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which may require the use of management estimates and assumptions. 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. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. 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) (Unaudited)

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).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. 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 in securities by inputs used to value the Fund’s investments as of March 31, 2011 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant		Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 3/31/11
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	16,811,859		—	$	0	$	16,811,859
Cable		35,404,051		—		0		35,404,051
Consumer Products		50,031,592	$	2,216		—		50,033,808
Entertainment		33,817,019		—		275,466		34,092,485
Real Estate		23,895,244		194,850				24,090,094
Telecommunications		33,423,772		—		53		33,423,825
Other Industries (a)		1,861,177,120		—		—		1,861,177,120
Total Common Stocks		2,054,560,657		197,066		275,519		2,055,033,242
Preferred Stocks (a)		2,008,872		—		—		2,008,872
Warrants:
Broadcasting		—		—		1		1
Other Industries (a)		166,349		—		—		166,349
Total Warrants		166,349		—		1		166,350
Convertible Corporate Bonds		—		571,500		—		571,500
Corporate Bonds		—		—		0		0
U.S. Government Obligations		—		398,809,832		—		398,809,832
TOTAL INVESTMENTS IN SECURITIES — ASSETS	$	2,056,735,878	$	399,578,398	$	275,520	$	2,456,589,796

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

The Fund did not have significant transfers between Level 1 and Level 2 during the six months ended March 31, 2011.

17

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

The following table reconciles Level 3 investments for which significant unobservable inputs were used to determine fair value:

																					Net change
																					in unrealized
																					appreciation/
																					depreciation
																					during the
							Change in								Transfers		Transfers				period on
	Balance		Accrued		Realized		unrealized								into		out of		Balance		Level 3
	as of		discounts/		gain/		appreciation/								Level 3		Level 3		as of		investments
	9/30/10		(premiums)		(loss)		depreciation†			Purchases		Sales			††		††		3/31/11		held at 3/31/11†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	2	$	—	$	—	$	(2	)	$	—	$	—		$	—	$	—	$	0	$	(2	)
Cable		0		—		—		—			—		—			—		—		0		—
Entertainment		275,466		—		—		—			—		—			—		—		275,466		—
Telecommunications		53		—		—		—			—		—			—		—		53		—
Total Common Stocks		275,521		—		—		(2	)		—		—			—		—		275,519		(2	)
Preferred Stocks:
Broadcasting		88		—		121		(88	)		—		(121	)		—		—		—		—
Total Preferred Stocks		88		—		121		(88	)		—		(121	)		—		—		—		—
Warrants:
Broadcasting		—		—		—		(5	)		—		—			6		—		1		(5	)
Total Warrants		—		—		—		(5	)		—		—			6		—		1		(5	)
Corporate Bonds		—		—		—		(1,185	)		—		—			1,185		—		0		(1,185	)
TOTAL INVESTMENTS IN SECURITIES	$	275,609	$	—	$	121	$	(1,280	)	$	—	$	(121	)	$	1,191	$	—	$	275,520	$	(1,192	)

†	Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
††	The Fund’s policy is to recognize transfers into and transfer out of Level 3 as of the beginning of the reporting period.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance to improve disclosure about fair value measurements which requires additional disclosures about transfers between Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). FASB also clarified existing disclosure requirements relating to the levels of disaggregation of fair value measurement and inputs and valuation techniques used to measure fair value. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2009 and interim periods within those fiscal years. Management has adopted the amended guidance and determined that there was no material impact to the Fund’s financial statements except for additional disclosures made in the notes. Disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Management is currently evaluating the impact of the additional disclosure requirements on the Fund’s financial statements.

18

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

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.

The Fund’s derivative contracts held at March 31, 2011, if any, are not accounted for as hedging instruments under GAAP.

     Swap Agreements. The Fund may enter into equity 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 an equity contract for difference 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. During the six months ended March 31, 2011, the Fund held no investments in equity contract for difference 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, and are included in unrealized appreciation/depreciation on futures contracts. The Fund recognizes a realized gain or loss when the contract is closed.

19

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

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. During the six months ended March 31, 2011, the Fund held no investments in 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 investments and 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 Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. During the six months ended March 31, 2011, the Fund held no investments in 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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 March 31, 2011, the Fund held no investments in repurchase agreements.

20

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

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 purchase 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 inability 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 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. For the restricted and illiquid securities the Fund held as of March 31, 2011, refer to the Schedule of Investments.

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 from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

21

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

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 net asset value (“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 GAAP. 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 for federal income tax purposes 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.

No distributions were made during the year ended September 30, 2010.

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.

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $13,676,652, which are available to reduce future required distributions of net capital gains to shareholders. $1,435,829 of the loss carryforward is available through 2017; $12,240,823 is available through 2018.

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, 2010, the Fund deferred currency losses of $25,535.

22

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

The following summarizes the tax cost of investments and the related net unrealized appreciation/depreciation at March 31, 2011:

			Gross		Gross			Net
			Unrealized		Unrealized			Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,661,794,531	$	865,970,688	$	(71,175,423	)	$	794,795,265

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the six months ended March 31, 2011, the Fund did not incur any income tax, interest, or penalties. As of March 31, 2011, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into 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.

There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio holdings, i.e., unsupervised assets, of the Fund with respect to which the Adviser transferred dispositive and voting control to the Fund’s Proxy Voting Committee. During the six months ended March 31, 2011, the Fund’s Proxy Voting Committee exercised control and discretion over all rights to vote or consent with respect to such securities, and the Adviser reduced its fee with respect to such securities by $39,479.

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 and they are reimbursed 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 & Co.”), 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 & Co. 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.

23

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

5. Portfolio Securities. Purchases and sales of securities for the six months ended March 31, 2011, other than short-term securities and U.S. Government obligations, aggregated $237,575,321 and $115,337,849, respectively.

6. Transactions with Affiliates. During the six months ended March 31, 2011, the Fund paid brokerage commissions on security trades of $225,841 to Gabelli & Co. Additionally, Gabelli & Co. informed the Fund that it retained $81,057 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 six months ended March 31, 2011, the Fund paid or accrued $22,500 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 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended March 31, 2011, there were no borrowings under the line of credit.

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 & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers 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 Class B CDSC is equal to a percentage declining from 5% 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 & Co.

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 as an increase in paid-in capital. The redemption fees retained by the Fund during the six months ended March 31, 2011 and September 30, 2010 amounted to $2,279 and $9,548, 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) (Unaudited)

Transactions in shares of capital stock were as follows:

	Six Months Ended
	March 31, 2011						Year Ended
	(Unaudited)						September 30, 2010
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		10,688,974		$	353,980,097			13,235,071		$	362,667,581
Shares issued upon reinvestment of distributions		3			108			—			—
Shares redeemed		(5,196,295	)		(175,341,251	)		(10,544,607	)		(289,349,644	)
Net increase		5,492,682		$	178,638,954			2,690,464		$	73,317,937
Class A
Shares sold		1,520,566		$	51,321,667			2,230,301		$	60,847,542
Shares redeemed		(420,771	)		(14,132,370	)		(806,720	)		(22,151,772	)
Net increase		1,099,795		$	37,189,297			1,423,581		$	38,695,770
Class B
Shares redeemed		—			—			(1,691	)	$	(44,743	)
Net decrease		—			—			(1,691	)	$	(44,743	)
Class C
Shares sold		796,204		$	25,244,980			902,333		$	23,349,977
Shares redeemed		(225,598	)		(7,129,796	)		(361,272	)		(9,399,831	)
Net increase		570,606		$	18,115,184			541,061		$	13,950,146
Class I
Shares sold		1,587,788		$	53,330,858			1,654,093		$	45,615,294
Shares redeemed		(388,432	)		(13,233,639	)		(1,011,555	)		(27,929,402	)
Net increase		1,199,356		$	40,097,219			642,538		$	17,685,892

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 six months ended March 31, 2011 is set forth below:

												Net Change								Percent
												in Unrealized						Value at		Owned
	Beginning		Shares		Shares			Ending				Appreciation/			Realized			March 31,		of Shares
	Shares		Purchased		Sold			Shares		Dividends		(Depreciation)			Loss			2011		Outstanding
Bel Fuse Inc., Cl. A		214,400		7,000		—			221,400	$	26,100	$	(661,011	)		—		$	5,311,386		10.18	%
Katy Industries Inc.		417,000		—		—			417,000		—		95,910			—			237,690		5.24	%
Strattec Security Corp.		185,000		13,000		—			198,000		222,000		(1,598,565	)		—			6,634,980		6.03	%
Tech/Ops Sevcon Inc.		240,000		2,000		—			242,000		—		(140,440	)		—			1,366,090		7.20	%
Trans-Lux Corp.		163,000		—		(10,000	)		153,000		—		(34,163	)	$	(87,206	)		22,950		6.29	%
Total										$	248,100	$	(2,338,269	)	$	(87,206	)	$	13,573,096

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. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

25

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued) (Unaudited)

11. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an 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 administrative settlement order, the SEC found that the Adviser had willfully violated Section 206(2) of the 1940 Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had willfully 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, paid $16 million (which included a $5 million civil monetary penalty), approximately $12.8 million of which is in the process of being paid 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 acceptable to the staff of the SEC, and agreed to cease and desist from future violations of the above referenced federal securities laws and rule. The SEC order also noted the cooperation that the Adviser had given the staff of the SEC during its inquiry. The settlement did 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 Fund, the Global Growth Fund, and other funds in the Gabelli/GAMCO fund complex. The officer denied the allegations and is continuing in his positions with the Adviser and the funds. The court dismissed certain claims and found that the SEC was not entitled to pursue various remedies against the officer while leaving one remedy in the event the SEC were able to prove violations of law. The court subsequently dismissed without prejudice the remaining remedy against the officer, which allowed the SEC to appeal the court’s rulings. On October 29, 2010 the SEC filed its appeal with the U.S. Court of Appeals for the Second Circuit regarding the lower court’s orders. 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 on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

Morningstar Rating™ is based on risk-adjusted returns. The Overall Morningstar Rating is derived from a weighted average of the performance figures associated with a fund’s three, five, and ten year (if applicable) Morningstar Rating metrics. For funds with at least a three year history, a Morningstar Rating is based on a risk-adjusted return measure (including the effects of sales charges, loads, and redemption fees) placing more emphasis on downward variations and rewarding consistent performance. That accounts for variations in a fund’s monthly performance. The top 10% of funds in each category receive 5 stars, the next 22.5% 4 stars, the next 35% 3 stars, the next 22.5% 2 stars, and the bottom 10% 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Morningstar Rating is for the AAA Share class only; other classes may have different performance characteristics. Ratings reflect relative performance. Results for certain periods were negative. ^©2010 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

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.

26

The Gabelli Small Cap Growth Fund

Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2011, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser, and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long-term performance of the Fund against a peer group of small cap core and small cap value funds chosen by Lipper as being comparable. The Independent Board Members noted that the Fund’s performance was in the third quartile for the one year and in the second quartile for the three and five year periods.

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker and that the affiliated broker received distribution fees and minor amounts of sales commissions.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund with similar expense ratios of the peer group of small cap value and small cap core funds and noted that the Adviser’s management fee includes substantially all administrative services for the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios were at and the Fund’s size was above average within this group. The Independent Board Members also noted that the management fee structure was the same as that in effect for most of the Gabelli funds. The Independent Board Members were presented with, but did not consider to be material to their decision, various information comparing the advisory fees with the fees for other types of accounts managed by affiliates of the Adviser.

27

The Gabelli Small Cap Growth Fund

Board Consideration and Re-Approval of Advisory Agreement (Continued) (Unaudited)

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and a good performance record. The Independent Board Members also concluded that the Fund’s expense ratios and the profitability to the Adviser of managing the Fund were reasonable in light of the Fund’s performance and that economies of scale were not a significant factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the investment management agreement to the full Board.

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based its decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

28

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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, which is 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.

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)

Team Managed

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 G. 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)

Team Managed

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 R. 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 G. Marcin, CFA

SPECIALTY EQUITY

GAMCO Vertumnus Fund (formerly 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)

Portfolio Manager: Mario J. Gabelli, CFA

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)

Portfolio Manager: Mario J. Gabelli, CFA

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 Managers: Charles L. Minter
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 R. 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 (800-422-3554). Investors should carefully consider the investment objectives, risks, charges, and expenses of a fund before investing. The prospectus contains more information about this and other matters and should be read carefully before investing.

Distributed by Gabelli & Company, Inc., One Corporate Center, Rye, NY 10580.

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.
	Kuni Nakamura
Anthony J. Colavita	President
President	Advanced Polymer, Inc.
Anthony J. Colavita, P.C.
	Anthony R. Pustorino
Vincent D. Enright	Certified Public Accountant,
Former Senior Vice President	Professor Emeritus
and Chief Financial Officer	Pace University
KeySpan Corp.
	Anthonie C. van Ekris
John D. Gabelli	Chairman
Senior Vice President	BALMAC International, Inc.
Gabelli & Company, Inc.
	Salvatore J. Zizza
	Chairman
	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.

GAB443Q111SR

The Gabelli Small Cap Growth Fund

Morningstar^® rated The Gabelli Small Cap Growth
Fund Class AAA Shares 5 stars overall and
5 stars for the five and ten year periods and
4 stars for the three year period ended
March 31, 2011 among 577, 487, 285, and 577
Small Blend funds, respectively.

SEMI ANNUAL REPORT
MARCH 31, 2011

The Gabelli Equity Income Fund

Semi-Annual Report — March 31, 2011

Morningstar^® rated The Gabelli Equity Income Fund Class AAA Shares 5 stars
overall and 5 stars for the five and ten year periods and 4 stars for the three year period ended
March 31, 2011 among 1,120, 945, 522, and 1,120 Large Value funds, respectively.

Mario J. Gabelli, CFA

To Our Shareholders,

     For the six months ended March 31, 2011, the net asset value (“NAV”) per Class AAA Share of The Gabelli Equity Income Fund (the “Fund”) rose 16.7% versus the Standard & Poor’s (“S&P”) 500 Index of 17.3%, and the Lipper Equity Income Fund Average of 16.0%.

Comparative Results

Average Annual Returns through March 31, 2011 (a)(b) (Unaudited)

																			Since
				Six															Inception
	Quarter			Months			1 Year			3 Year			5 Year			10 Year			(1/2/92)
Gabelli Equity Income Fund Class AAA		5.92	%		16.74	%		17.29	%		4.27	%		5.06	%		6.91	%		10.31	%
S&P 500 Index		5.92			17.31			15.65			2.35			2.62			3.29			8.33	(f)
NASDAQ Composite Index		5.05			18.02			17.19			7.92			4.44			4.96			8.14
Lipper Equity Income Fund Average		5.85			16.04			14.93			1.84			2.34			4.10			7.84
Class A		5.94			16.73			17.28			4.28			5.08			6.91			10.31
With sales charge (c)		(0.15	)		10.02			10.54			2.24			3.84			6.27			9.97
Class B		5.76			16.33			16.38			3.47			4.28			6.33			10.00
With contingent deferred sales charge (d)		0.76			11.33			11.38			2.53			3.94			6.33			10.00
Class C		5.76			16.32			16.38			3.49			4.28			6.34			10.01
With contingent deferred sales charge (e)		4.76			15.32			15.38			3.49			4.28			6.34			10.01
Class I		5.97			16.87			17.55			4.55			5.25			7.01			10.36

In the current prospectus dated January 28, 2011, the expense ratios for Class AAA, A, B, C, and I Shares are 1.44%, 1.44%, 2.19%, 2.19%, and 1.19%, respectively. Class AAA and Class I Shares do not have a sales charge. See page 13 for the expense ratios for the six months ended March 31, 2011. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, 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. Current performance may be lower or higher than the performance data presented. Performance returns for periods of less than one year are not annualized. 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 information about this and other matters and should be read carefully before investing.
	The Class AAA 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 A Shares, Class B Shares, and Class C Shares would have been lower and Class I Shares would have been higher due to differences in expenses associated with these classes of shares. The S&P 500 and NASDAQ Composite Index are unmanaged indicators of stock market performance. The Lipper Equity Income Fund Average includes the 30 largest equity funds tracked by Lipper, Inc. Dividends are considered reinvested except for the NASDAQ Composite Index. You cannot invest directly in an index.
(b)	The Fund’s fiscal year ends September 30.
(c)	Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Assuming payment of the maximum contingent deferred sales charge (CDSC). The maximum CDSC for Class B Shares is 5% and is reduced to 0% after six years.
(e)	Assuming payment of the 1% maximum CDSC imposed on redemptions made within one year of purchase.
(f)	S&P 500 Index since inception performance is as of December 31, 1991.

The Gabelli Equity Income Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2010 through March 31, 2011 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/10		03/31/11		Ratio			Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,167.40		1.40	%	$	7.57
Class A	$	1,000.00	$	1,167.30		1.40	%	$	7.56
Class B	$	1,000.00	$	1,163.30		2.15	%	$	11.60
Class C	$	1,000.00	$	1,163.20		2.15	%	$	11.60
Class I	$	1,000.00	$	1,168.70		1.15	%	$	6.22
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.95		1.40	%	$	7.04
Class A	$	1,000.00	$	1,017.95		1.40	%	$	7.04
Class B	$	1,000.00	$	1,014.21		2.15	%	$	10.80
Class C	$	1,000.00	$	1,014.21		2.15	%	$	10.80
Class I	$	1,000.00	$	1,019.20		1.15	%	$	5.79

* 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 (182 days), then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of March 31, 2011:

The Gabelli Equity Income Fund
Health Care	12.0	%
Financial Services	11.4	%
Food and Beverage	11.1	%
Consumer Products	6.3	%
Retail	5.9	%
Energy and Utilities: Oil	5.6	%
Diversified Industrial	4.1	%
Telecommunications	4.1	%
Aerospace	3.8	%
Energy and Utilities: Integrated	3.7	%
Specialty Chemicals	2.9	%
Machinery	2.6	%
U.S. Government Obligations	2.4	%
Energy and Utilities: Services	2.2	%
Metals and Mining	2.2	%
Automotive: Parts and Accessories	1.8	%
Computer Hardware	1.7	%
Energy and Utilities: Natural Gas	1.7	%
Entertainment	1.6	%
Electronics	1.6	%
Hotels and Gaming	1.4	%
Automotive	1.4	%
Computer Software and Services	1.1	%
Equipment and Supplies	1.1	%
Communications Equipment	0.8	%
Wireless Communications	0.8	%
Agriculture	0.8	%
Energy and Utilities: Electric	0.8	%
Cable and Satellite	0.7	%
Business Services	0.6	%
Paper and Forest Products	0.5	%
Broadcasting	0.4	%
Transportation	0.3	%
Environmental Services	0.3	%
Aviation: Parts and Services	0.3	%
Consumer Services	0.1	%
Publishing	0.1	%
Energy and Utilities: Water	0.0	%
Real Estate Investment Trusts	0.0	%
Real Estate	0.0	%
Other Assets and Liabilities (Net)	(0.2	)%
	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 December 31, 2010. 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 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.

Morningstar Rating™ is based on risk-adjusted returns. The Overall Morningstar Rating is derived from a weighted average of the performance figures associated with a fund’s three, five, and ten year (if applicable) Morningstar Rating metrics. For funds with at least a three year history, a Morningstar Rating is based on a risk-adjusted return measure (including the effects of sales charges, loads, and redemption fees) placing more emphasis on downward variations and rewarding consistent performance. That accounts for variations in a fund’s monthly performance. The top 10% of funds in each category receive 5 stars, the next 22.5% 4 stars, the next 35% 3 stars, the next 22.5% 2 stars, and the bottom 10% 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Morningstar Rating is for the AAA Share class only; other classes may have different performance characteristics. Ratings reflect relative performance. Results for certain periods were negative. ^©2009 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

3

The Gabelli Equity Income Fund

Schedule of Investments — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 97.1%
		Aerospace — 3.8%
	2,000	Lockheed Martin Corp.	$	47,350	$	160,800
	10,000	Raytheon Co.		279,200		508,700
	337,000	Rockwell Automation Inc.		16,077,118		31,897,050
	2,000	Rockwell Collins Inc.		15,844		129,660
	1,400,000	Rolls-Royce Group plc†		9,952,358		13,902,075
	370,000	The Boeing Co.		22,895,642		27,354,100
				49,267,512		73,952,385
		Agriculture — 0.8%
	99,000	Archer-Daniels-Midland Co.		2,838,337		3,564,990
	150,000	Monsanto Co.		2,423,783		10,839,000
	12,000	The Mosaic Co.		186,246		945,000
				5,448,366		15,348,990
		Automotive — 1.4%
	1,075,000	Ford Motor Co.†		14,853,503		16,028,250
	129,000	Navistar International Corp.†		4,588,321		8,943,570
	20,000	PACCAR Inc.		959,800		1,047,000
				20,401,624		26,018,820
		Automotive: Parts and Accessories — 1.8%
	415,000	Genuine Parts Co.		17,076,729		22,260,600
	6,000	Johnson Controls Inc.		50,425		249,420
	52,000	Modine Manufacturing Co.†		522,033		839,280
	140,000	O’Reilly Automotive Inc.†		4,059,601		8,044,400
	55,100	Tenneco Inc.†		840,371		2,338,995
	140,000	The Pep Boys — Manny, Moe & Jack		1,583,944		1,779,400
				24,133,103		35,512,095
		Aviation: Parts and Services — 0.3%
	65,000	Curtiss-Wright Corp.		944,125		2,284,100
	76,700	GenCorp Inc.†		497,445		458,666
	4,500	Precision Castparts Corp.		421,715		662,310
	21,000	United Technologies Corp.		609,942		1,777,650
				2,473,227		5,182,726
		Broadcasting — 0.4%
	290,000	CBS Corp., Cl. A, Voting		5,448,229		7,284,800
	132	Granite Broadcasting Corp.† (a)		10,795		0
				5,459,024		7,284,800
		Business Services — 0.6%
	30,000	Automatic Data Processing Inc.		1,174,016		1,539,300
	185,000	Diebold Inc.		6,514,528		6,560,100
	4,000	Landauer Inc.		134,546		246,080
	10,000	MasterCard Inc., Cl. A		743,059		2,517,200
				8,566,149		10,862,680
		Cable and Satellite — 0.7%
	135,000	Cablevision Systems Corp., Cl. A		1,864,112		4,672,350
	10,000	DIRECTV, Cl. A†		331,857		468,000
	190,000	DISH Network Corp., Cl. A†		3,832,521		4,628,400
	16,000	EchoStar Corp., Cl. A†		478,839		605,600
	500	Jupiter Telecommunications Co. Ltd.		492,514		491,104
	55,000	Scripps Networks Interactive Inc., Cl. A		2,303,601		2,754,950
				9,303,444		13,620,404
		Communications Equipment — 0.8%
	250,000	Corning Inc.		3,735,647		5,157,500
	182,000	Thomas & Betts Corp.†		6,559,883		10,823,540
				10,295,530		15,981,040
		Computer Hardware — 1.6%
	192,000	International Business Machines Corp.		16,476,397		31,309,440
		Computer Software and Services — 1.1%
	6,000	eBay Inc.†		200,290		186,240
	135,000	Fidelity National Information Services Inc.		2,392,326		4,413,150
	450,000	Microsoft Corp.		12,688,431		11,412,000
	365,000	Yahoo! Inc.†		7,575,342		6,077,250
				22,856,389		22,088,640
		Consumer Products — 6.3%
	45,000	Altria Group Inc.		538,092		1,171,350
	185,000	Avon Products Inc.		5,394,525		5,002,400
	15,000	Clorox Co.		823,581		1,051,050
	15,000	Compagnie Financiere Richemont SA, Cl. A		478,768		866,358
	880,000	Eastman Kodak Co.†		6,800,851		2,842,400
	86,000	Energizer Holdings Inc.†		4,415,164		6,119,760
	200,000	Fortune Brands Inc.		9,508,607		12,378,000
	5,000	Hanesbrands Inc.†		108,950		135,200
	173,000	Harman International Industries Inc.		6,738,252		8,099,860
	250,000	Kimberly-Clark Corp.		15,970,978		16,317,500
	5,000	National Presto Industries Inc.		146,756		563,400
	50,000	Philip Morris International Inc.		1,501,172		3,281,500
	100,000	Reckitt Benckiser Group plc		3,154,703		5,136,677
	1,250,000	Swedish Match AB		16,783,406		41,568,307
	225,000	The Procter & Gamble Co.		13,187,964		13,860,000

See accompanying notes to financial statements.

4

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	78,000	Unilever NV — NY Shares, ADR	$	1,542,066	$	2,446,080
				87,093,835		120,839,842
		Consumer Services — 0.1%
	100,000	Rollins Inc.		381,843		2,030,000
		Diversified Industrial — 3.7%
	5,000	3M Co.		213,645		467,500
	4,000	Acuity Brands Inc.		42,447		233,960
	6,000	Alstom SA		432,684		354,794
	100,000	Cooper Industries plc		2,757,977		6,490,000
	96,000	Crane Co.		3,275,285		4,649,280
	1,250,000	General Electric Co.		25,812,643		25,062,500
	215,000	Honeywell International Inc.		6,599,180		12,837,650
	55,000	ITT Corp.		2,944,520		3,302,750
	12,000	Jardine Matheson Holdings Ltd.		427,596		534,480
	155,000	Jardine Strategic Holdings Ltd.		3,478,961		4,138,500
	413,003	National Patent Development Corp.†		1,017,559		627,765
	120,000	Textron Inc.		763,372		3,286,800
	12,000	Trinity Industries Inc.		214,160		440,040
	210,000	Tyco International Ltd.		8,305,569		9,401,700
				56,285,598		71,827,719
		Electronics — 1.6%
	500,000	Intel Corp.		9,940,781		10,085,000
	100,000	L-1 Identity Solutions Inc.†		1,169,000		1,178,000
	310,000	LSI Corp.†		2,828,090		2,108,000
	130,000	TE Connectivity Ltd.		4,330,657		4,526,600
	315,000	Texas Instruments Inc.		7,598,308		10,886,400
	30,000	Thermo Fisher Scientific Inc.†		1,407,828		1,666,500
				27,274,664		30,450,500
		Energy and Utilities: Electric — 0.8%
	33,000	American Electric Power Co. Inc.		1,042,775		1,159,620
	12,000	DTE Energy Co.		517,320		587,520
	85,000	El Paso Electric Co.†		670,852		2,584,000
	159,006	GenOn Energy Inc.†		936,815		605,813
	1,200,000	GenOn Energy Inc., Escrow† (a)		0		0
	110,000	Great Plains Energy Inc.		2,663,694		2,202,200
	75,000	Korea Electric Power Corp., ADR†		1,177,587		918,000
	150,000	Northeast Utilities		3,148,300		5,190,000
	80,000	The AES Corp.†		268,400		1,040,000
	13,333	UIL Holdings Corp.		293,785		406,923
				10,719,528		14,694,076
		Energy and Utilities: Integrated — 3.7%
	170,000	BP plc, ADR		6,645,840		7,503,800
	50,100	CH Energy Group Inc.		2,054,118		2,532,054
	118,000	CONSOL Energy Inc.		4,790,336		6,328,340
	90,000	Constellation Energy Group Inc.		2,772,144		2,801,700
	110,000	Dominion Resources Inc.		4,509,912		4,917,000
	100,000	DPL Inc.		2,637,051		2,741,000
	195,000	Duke Energy Corp.		2,406,814		3,539,250
	463,168	El Paso Corp.		5,303,214		8,337,024
	29,000	ENI SpA		304,221		712,239
	50,350	FirstEnergy Corp.		1,229,350		1,867,482
	30,000	Hess Corp.		2,213,981		2,556,300
	12,269	Iberdrola SA, ADR		510,847		425,489
	25,000	Integrys Energy Group Inc.		1,192,522		1,262,750
	100,000	NextEra Energy Inc.		4,697,195		5,512,000
	80,000	NSTAR		1,282,183		3,701,600
	72,000	OGE Energy Corp.		1,955,611		3,640,320
	100,000	PNM Resources Inc.		1,042,460		1,492,000
	90,000	Progress Energy Inc.		3,857,884		4,152,600
	15,000	Progress Energy Inc., CVO†		7,800		2,175
	7,200	Public Service Enterprise Group Inc.		156,820		226,872
	30,000	Suncor Energy Inc., New York		785,965		1,345,200
	21,000	Suncor Energy Inc., Toronto		908,497		941,805
	50,000	TECO Energy Inc.		652,639		938,000
	140,000	Westar Energy Inc.		2,333,669		3,698,800
				54,251,073		71,175,800
		Energy and Utilities: Natural Gas — 1.7%
	13,000	AGL Resources Inc.		242,114		517,920
	16,000	Atmos Energy Corp.		420,845		545,600
	195,000	National Fuel Gas Co.		8,712,021		14,430,000
	73,000	ONEOK Inc.		1,642,426		4,882,240
	24,000	Piedmont Natural Gas Co. Inc.		394,017		728,400
	110,000	Southern Union Co.		2,047,400		3,148,200
	65,000	Southwest Gas Corp.		1,365,198		2,533,050
	200,000	Spectra Energy Corp.		4,249,072		5,436,000
				19,073,093		32,221,410
		Energy and Utilities: Oil — 5.6%
	185,000	Anadarko Petroleum Corp.		9,335,801		15,155,200
	45,000	Canadian Oil Sands Ltd.		1,290,650		1,516,400
	190,000	Chevron Corp.		8,702,369		20,411,700
	185,000	ConocoPhillips		5,343,273		14,774,100

See accompanying notes to financial statements.

5

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Oil (Continued)
	22,000	Denbury Resources Inc.†	$	369,472	$	536,800
	49,000	Devon Energy Corp.		2,021,181		4,496,730
	149,000	Exxon Mobil Corp.		4,735,083		12,535,370
	40,000	Marathon Oil Corp.		1,639,448		2,132,400
	24,000	Nexen Inc.		739,574		598,329
	2,000	Niko Resources Ltd.		114,911		191,851
	100,000	Occidental Petroleum Corp.		4,145,051		10,449,000
	7,500	PetroChina Co. Ltd., ADR		544,578		1,141,875
	110,000	Petroleo Brasileiro SA, ADR		4,218,356		4,447,300
	33,000	Repsol YPF SA, ADR		689,095		1,136,850
	120,000	Royal Dutch Shell plc, Cl. A, ADR		5,525,081		8,743,200
	16,000	SilverBirch Energy Corp.†		93,825		147,705
	25,000	Statoil ASA, ADR		327,939		691,000
	200,000	Talisman Energy Inc.		4,444,646		4,940,000
	17,518	Total SA, ADR		290,564		1,068,072
	44,000	Transocean Ltd.†		3,256,838		3,429,800
	40,000	WesternZagros Resources Ltd.†		147,109		22,692
				57,974,844		108,566,374
		Energy and Utilities: Services — 2.2%
	30,000	ABB Ltd., ADR†		351,824		725,700
	52,000	Cameron International Corp.†		746,014		2,969,200
	38,178	GDF Suez, Strips		0		54
	350,000	Halliburton Co.		10,342,941		17,444,000
	47,000	Oceaneering International Inc.†		2,032,090		4,204,150
	40,000	Schlumberger Ltd.		1,275,020		3,730,400
	620,000	Weatherford International Ltd.†		11,423,429		14,012,000
				26,171,318		43,085,504
		Energy and Utilities: Water — 0.0%
	30,000	Aqua America Inc.		329,549		686,700
		Entertainment — 1.6%
	120,000	Grupo Televisa SA, ADR†		2,737,649		2,943,600
	38,750	Madison Square Garden Inc., Cl. A†		480,606		1,045,863
	120,000	Time Warner Inc.		3,494,326		4,284,000
	305,300	Viacom Inc., Cl. A		12,029,180		16,269,437
	225,000	Vivendi		7,625,595		6,425,201
				26,367,356		30,968,101
		Environmental Services — 0.3%
	145,000	Waste Management Inc.		4,749,875		5,414,300
��
		Equipment and Supplies — 1.1%
	18,000	A.O. Smith Corp.		253,184		798,120
	24,000	Danaher Corp.		876,851		1,245,600
	88,000	Flowserve Corp.		3,345,009		11,334,400
	6,000	Ingersoll-Rand plc		116,173		289,860
	1,500	Minerals Technologies Inc.		37,938		102,780
	66,000	Mueller Industries Inc.		2,509,510		2,416,920
	12,000	Parker Hannifin Corp.		459,607		1,136,160
	90,000	Tenaris SA, ADR		3,561,978		4,451,400
				11,160,250		21,775,240
		Financial Services — 11.4%
	6,579	Alleghany Corp.†		1,015,113		2,177,518
	245,000	AllianceBernstein Holding LP		6,477,777		5,341,000
	360,000	American Express Co.		14,688,640		16,272,000
	23,990	Argo Group International Holdings Ltd.		741,793		792,630
	25,864	Banco Popular Espanol SA		185,938		152,042
	2,000	Banco Santander Chile, ADR		29,250		173,500
	160,000	Banco Santander SA, ADR		1,233,058		1,875,200
	390,000	Bank of America Corp.		4,518,427		5,198,700
	12,156	BNP Paribas		506,339		889,106
	1,300,000	Citigroup Inc.†		5,913,260		5,746,000
	36,000	Commerzbank AG, ADR†		531,523		281,520
	117,000	Deutsche Bank AG		6,291,728		6,911,190
	105,000	Discover Financial Services		1,820,893		2,532,600
	90,000	Federal National Mortgage Association†		64,427		35,460
	102,147	Federated Investors Inc., Cl. B		2,573,445		2,732,433
	27,680	Fidelity Southern Corp.†		257,631		221,440
	270,000	H&R Block Inc.		5,330,519		4,519,800
	10,000	Interactive Brokers Group Inc., Cl. A		169,390		158,900
	160,000	Janus Capital Group Inc.		2,244,555		1,995,200
	280,199	JPMorgan Chase & Co.		10,031,500		12,917,174
	75,000	Julius Baer Group Ltd.		2,537,524		3,254,763
	61,100	Kinnevik Investment AB, Cl. A		977,600		1,422,979
	18,000	Kinnevik Investment AB, Cl. B		252,511		419,493
	315,000	Legg Mason Inc.		6,129,360		11,368,350
	35,000	Leucadia National Corp.		467,433		1,313,900
	140,000	Loews Corp.		6,155,434		6,032,600
	125,000	M&T Bank Corp.		8,810,945		11,058,750

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS(Continued)
		Financial Services (Continued)
	365,000	Marsh & McLennan Companies Inc.	$	11,002,192	$	10,880,650
	300,000	Morgan Stanley		8,946,766		8,196,000
	156,000	Northern Trust Corp.		8,015,233		7,917,000
	80,000	NYSE Euronext		1,891,784		2,813,600
	21,000	Och-Ziff Capital Management Group LLC, Cl. A		205,343		342,720
	40,000	Oritani Financial Corp.		400,000		507,200
	85,000	PNC Financial Services Group Inc.		4,220,150		5,354,150
	900,000	Popular Inc.†		2,650,073		2,619,000
	500	Raiffeisen International Bank Holding AG		28,874		27,749
	958	Reinet Investments SCA†		188,972		16,910
	40,000	Royal Bank of Canada		2,105,956		2,478,800
	195,000	SLM Corp.†		3,451,586		2,983,500
	160,000	State Street Corp.		7,324,890		7,190,400
	180,000	Sterling Bancorp		2,861,683		1,801,800
	12,000	SunTrust Banks Inc.		251,737		346,080
	50,000	T. Rowe Price Group Inc.		1,388,039		3,321,000
	190,000	TD Ameritrade Holding Corp.		3,311,518		3,965,300
	2,000	The Allstate Corp.		61,340		63,560
	780,000	The Bank of New York Mellon Corp.		23,243,035		23,298,600
	15,000	The Charles Schwab Corp.		262,820		270,450
	2,000	The Dun & Bradstreet Corp.		20,476		160,480
	11,000	The Goldman Sachs Group Inc.		1,476,161		1,743,170
	38,000	The Student Loan Corp., Escrow (a)		0		95,000
	35,000	The Travelers Companies Inc.		1,385,281		2,081,800
	40,000	Unitrin Inc.		1,156,156		1,235,200
	155,000	Waddell & Reed Financial Inc., Cl. A		3,408,831		6,294,550
	480,000	Wells Fargo & Co.		14,589,727		15,216,000
	700,000	Wilmington Trust Corp.		5,648,392		3,164,000
				199,453,028		220,178,917
		Food and Beverage — 11.1%
	30,000	Anheuser-Busch InBev NV		496,266		1,708,923
	64,500	Brown-Forman Corp., Cl. A		2,934,638		4,376,970
	13,500	Brown-Forman Corp., Cl. B		825,918		922,050
	145,000	Campbell Soup Co.		4,305,546		4,800,950
	40,000	Coca-Cola Amatil Ltd., ADR		246,845		964,800
	20,000	Coca-Cola Enterprises Inc.		450,000		546,000
	15,000	Coca-Cola Femsa SAB de CV, ADR		539,060		1,154,850
	200,000	Constellation Brands Inc., Cl. A†		2,611,207		4,056,000
	136,389	Danone		6,897,164		8,909,684
	10,000	Davide Campari — Milano SpA		65,299		67,657
	345,102	Dean Foods Co.†		6,115,845		3,451,020
	80,000	Diageo plc, ADR		4,048,834		6,097,600
	100,000	Dr Pepper Snapple Group Inc.		2,159,483		3,716,000
	50,000	Feihe International Inc.†		891,758		430,500
	140,000	Fomento Economico Mexicano SAB de CV, ADR		3,316,409		8,218,000
	220,000	General Mills Inc.		5,457,146		8,041,000
	800,000	Grupo Bimbo SAB de CV, Cl. A		2,557,333		6,782,995
	118,000	H.J. Heinz Co.		4,171,689		5,760,760
	125,000	Heineken NV		5,566,367		6,829,986
	230,000	ITO EN Ltd.		4,833,964		4,006,612
	3,000	Kellogg Co.		92,580		161,940
	1,025,000	Kraft Foods Inc., Cl. A		30,269,487		32,144,000
	18,000	McCormick & Co. Inc., Non-Voting		711,698		860,940
	102,000	Nestlé SA		2,185,232		5,846,815
	44,000	Nestlé SA, ADR		2,403,932		2,529,120
	105,000	NISSIN FOODS HOLDINGS CO. LTD.		3,438,629		3,701,130
	4,000,000	Parmalat SpA		11,113,923		13,400,981
	38,053	PepsiCo Inc.		2,412,127		2,450,994
	40,507	Pernod-Ricard SA		3,199,895		3,783,072
	50,841	Remy Cointreau SA		2,897,375		3,828,818
	150,000	Sapporo Holdings Ltd.		1,005,195		559,029
	1,050,021	Sara Lee Corp.		16,694,595		18,553,872
	523,000	The Coca-Cola Co.		25,482,714		34,701,050
	55,000	The Hershey Co.		2,163,089		2,989,250
	72,178	Tootsie Roll Industries Inc.		1,672,255		2,046,976
	110,000	Tyson Foods Inc., Cl. A		1,278,200		2,110,900
	32,000	Wimm-Bill-Dann Foods OJSC, ADR†		379,105		1,071,040
	135,000	YAKULT HONSHA Co. Ltd.		3,659,573		3,450,469
				169,550,375		215,032,753
		Health Care — 12.0%
	110,000	Abbott Laboratories		5,104,557		5,395,500

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS(Continued)
		Health Care (Continued)
	25,000	Aetna Inc.	$	817,636	$	935,750
	43,000	Alcon Inc.		6,684,703		7,116,930
	155,000	Baxter International Inc.		6,195,428		8,334,350
	85,000	Beckman Coulter Inc.		6,482,290		7,060,950
	150,000	Becton, Dickinson and Co.		10,659,079		11,943,000
	300	Bio-Rad Laboratories Inc., Cl. A†		33,951		36,042
	600,000	Boston Scientific Corp.†		5,655,585		4,314,000
	530,000	Bristol-Myers Squibb Co.		13,254,291		14,007,900
	15,000	Cephalon Inc.†		1,131,210		1,136,700
	325,000	Covidien plc		12,213,108		16,880,500
	438,000	Eli Lilly & Co.		17,944,527		15,404,460
	300,000	Genzyme Corp.†		22,710,660		22,845,000
	11,276	GlaxoSmithKline plc, ADR		515,984		433,111
	22,000	Henry Schein Inc.†		566,365		1,543,740
	100,000	Hospira Inc.†		3,605,739		5,520,000
	325,000	Johnson & Johnson		20,546,408		19,256,250
	17,000	Laboratory Corp. of America Holdings†		1,207,808		1,566,210
	122,152	Mead Johnson Nutrition Co.		5,600,591		7,076,265
	24,000	Medco Health Solutions Inc.†		613,992		1,347,840
	18,000	Medtronic Inc.		587,868		708,300
	450,000	Merck & Co. Inc.		13,633,210		14,854,500
	5,000	Nobel Biocare Holding AG†		139,480		103,647
	163,000	Novartis AG, ADR		8,889,047		8,859,050
	41,000	Patterson Companies Inc.		1,392,875		1,319,790
	1,245,000	Pfizer Inc.		25,158,688		25,285,950
	15,000	Roche Holding AG, ADR		540,149		539,250
	13,000	Roche Holding AG, Genusschein		1,873,357		1,856,941
	70,000	St. Jude Medical Inc.		2,868,961		3,588,200
	913,400	Tenet Healthcare Corp.†		6,290,081		6,804,830
	230,000	UnitedHealth Group Inc.		9,173,997		10,396,000
	5,000	Watson Pharmaceuticals Inc.†		258,718		280,050
	18,000	William Demant Holding A/S†		880,509		1,558,732
	56,000	Zimmer Holdings Inc.†		3,315,672		3,389,680
				216,546,524		231,699,418
		Hotels and Gaming — 1.4%
	125,000	International Game Technology		2,451,771		2,028,750
	2,004,352	Ladbrokes plc		10,531,607		4,260,404
	285,000	Las Vegas Sands Corp.†		3,382,570		12,032,700
	90,000	MGM Resorts International†		630,000		1,183,500
	80,000	Starwood Hotels & Resorts Worldwide Inc.		1,673,543		4,649,600
	15,000	Wynn Resorts Ltd.		579,316		1,908,750
				19,248,807		26,063,704
		Machinery — 2.6%
	200,000	Bucyrus International Inc.		18,094,964		18,290,000
	6,000	Caterpillar Inc.		35,181		668,100
	319,000	Deere & Co.		15,880,141		30,907,910
	20,009	Mueller Water Products Inc., Cl. A		160,285		89,641
				34,170,571		49,955,651
		Metals and Mining — 2.2%
	570,000	Alcoa Inc.		10,194,351		10,060,500
	10,000	Carpenter Technology Corp.		327,255		427,100
	248,000	Freeport-McMoRan Copper & Gold Inc.		3,061,631		13,776,400
	255,000	Newmont Mining Corp.		11,333,530		13,917,900
	45,000	Peabody Energy Corp.		1,713,246		3,238,200
	2,000	Royal Gold Inc.		88,166		104,800
	6,615	Teck Resources Ltd., Cl. B		533,053		350,639
				27,251,232		41,875,539
		Paper and Forest Products — 0.5%
	395,000	Weyerhaeuser Co.		9,865,519		9,717,000
		Publishing — 0.1%
	6,016	News Corp., Cl. B		70,881		112,018
	30,000	The McGraw-Hill Companies Inc.		1,225,693		1,182,000
	800	The Washington Post Co., Cl. B		465,710		350,048
	3,000	Value Line Inc.		42,802		44,400
				1,805,086		1,688,466
		Real Estate — 0.0%
	10,000	Griffin Land & Nurseries Inc.		224,290		321,800
		Real Estate Investment Trusts — 0.0%
	6,000	Rayonier Inc.		264,580		373,860
		Retail — 5.8%
	7,500	AutoZone Inc.†		1,120,476		2,051,700
	20,133	Copart Inc.†		696,640		872,363
	225,000	Costco Wholesale Corp.		11,676,234		16,497,000
	530,059	CVS Caremark Corp.		18,822,655		18,191,625
	80,000	Ingles Markets Inc., Cl. A		1,547,485		1,584,800
	510,000	Macy’s Inc.		8,225,055		12,372,600
	200,000	Safeway Inc.		4,259,793		4,708,000
	500	Sears Holdings Corp.†		40,733		41,325
	205,000	SUPERVALU Inc.		2,782,840		1,830,650

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

						Market
Shares				Cost		Value
			COMMON STOCKS (Continued)
			Retail (Continued)
	570,000		The Home Depot Inc.	$	16,258,364	$	21,124,200
	110,000		Tractor Supply Co.		1,936,339		6,584,600
	234,000		Wal-Mart Stores Inc.		11,089,210		12,179,700
	145,000		Walgreen Co.		4,799,942		5,820,300
	10,000		Weis Markets Inc.		300,480		404,600
	100,000		Whole Foods Market Inc.		3,392,986		6,590,000
					86,949,232		110,853,463
			Specialty Chemicals — 2.9%
	18,000		Airgas Inc.		1,132,691		1,195,560
	44,000		Albemarle Corp.		576,219		2,629,880
	50,000		Ashland Inc.		1,969,030		2,888,000
	90,000		Dionex Corp.†		10,622,250		10,624,500
	90,000		E. I. du Pont de Nemours and Co.		3,883,609		4,947,300
	260,000		Ferro Corp.†		2,722,418		4,313,400
	4,000		FMC Corp.		186,076		339,720
	52,500		H.B. Fuller Co.		1,084,497		1,127,700
	230,000		International Flavors & Fragrances Inc.		10,761,205		14,329,000
	3,500		NewMarket Corp.		13,508		553,770
	75,000		Omnova Solutions Inc.†		485,875		590,250
	5,000		Quaker Chemical Corp.		90,412		200,850
	40,000		Sensient Technologies Corp.		822,757		1,433,600
	120,000		The Dow Chemical Co.		4,456,634		4,530,000
	50,000		The Lubrizol Corp.		6,687,500		6,698,000
	4,000		Zep Inc.		17,026		69,640
					45,511,707		56,471,170
			Telecommunications — 4.0%
	380,000		AT&T Inc.		10,147,034		11,628,000
	525,000		BCE Inc.		12,011,920		19,078,500
	46,000		Belgacom SA		1,592,123		1,781,993
	4,495	(b)	Bell Aliant Inc. (c)		117,429		124,441
	50,000		BT Group plc		204,914		148,871
	16,000		BT Group plc, ADR		469,025		481,280
	9,000		CenturyLink Inc.		325,449		373,950
	500,000		Cincinnati Bell Inc.†		1,922,791		1,340,000
	460,000		Deutsche Telekom AG, ADR		7,455,388		7,093,200
	20,000		France Telecom SA, ADR		546,384		450,200
	20,000		Loral Space & Communications Inc.†		1,488,159		1,551,000
	2,000,000		Sprint Nextel Corp.†		9,611,438		9,280,000
	27,585		Telefonica SA, ADR		161,475		695,694
	350,000		Telekom Austria AG		5,307,460		5,118,903
	144,500		Telephone & Data Systems Inc.		5,307,372		4,869,650
	12,000		TELUS Corp.		185,454		613,553
	20,000		TELUS Corp., Non-Voting		937,513		969,800
	285,000		Verizon Communications Inc.		9,518,189		10,983,900
					67,309,517		76,582,935
			Transportation — 0.3%
	165,000		GATX Corp.		5,878,986		6,378,900
			Wireless Communications — 0.8%
	140,000		Cable & Wireless Communications plc		106,768		102,323
	140,000		Cable & Wireless Worldwide plc		166,997		117,797
	36,000		Millicom International Cellular SA		2,802,201		3,462,120
	2,400		NTT DoCoMo Inc.		3,485,733		4,218,322
	70,000		Turkcell Iletisim Hizmetleri A/S, ADR		1,147,786		1,052,100
	225,000		Vodafone Group plc, ADR		5,770,688		6,468,750
					13,480,173		15,421,412
			TOTAL COMMON STOCKS		1,454,023,218		1,873,512,574
			PREFERRED STOCKS — 0.1%
			Communications Equipment — 0.0%
	1,100		Lucent Technologies Capital Trust I, 7.750% Cv. Pfd.		759,000		1,078,000
			Entertainment — 0.0%
	3,000		Metromedia International Group Inc., 7.250% Pfd.† (a)		5,310		7,650
			Telecommunications — 0.1%
	33,000		Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B		807,519		1,300,200
			TOTAL PREFERRED STOCKS		1,571,829		2,385,850
			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		0
			TOTAL WARRANTS		0		0

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

Principal					Market
Amount			Cost		Value
		CORPORATE BONDS — 0.6%
		Automotive: Parts and Accessories — 0.0%
$	800,000	Standard Motor Products Inc., Sub. Deb. Cv., 15.000%, 04/15/11 (a)	$	799,157	$	817,200
		Broadcasting — 0.0%
	200,000	Young Broadcasting Inc., Sub. Deb., 10.000%, 03/01/12† (a)		154,752		0
		Computer Hardware — 0.1%
	2,000,000	SanDisk Corp., Cv., 1.000%, 05/15/13		1,663,830		1,972,500
		Diversified Industrial — 0.4%
	6,000,000	Griffon Corp., Sub. Deb. Cv., 4.000%, 01/15/17 (c)		6,000,000		6,757,500
		Energy and Utilities: Electric — 0.0%
	100,000	Texas Competitive Electric Holdings Co. LLC, Ser. B (STEP), 10.250%, 11/01/15		69,558		58,750
		Retail — 0.1%
	4,400,000	The Great Atlantic & Pacific Tea Co. Inc., Cv., 5.125%, 06/15/11†		4,363,148		1,496,000
		TOTAL CORPORATE BONDS		13,050,445		11,101,950
		U.S. GOVERNMENT OBLIGATIONS — 2.4%
	45,581,000	U.S. Treasury Bills, 0.100% to 0.248%††, 04/28/11 to 09/22/11		45,557,786		45,558,100
		TOTAL INVESTMENTS — 100.2%	$	1,514,203,278		1,932,558,474

Notional			Termination		Unrealized
Amount			Date		Appreciation
		EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS — 0.0%
$	293,999
(140,000 Shares) Rank Group plc				06/27/11	$	41,404
	185,861
(20,000 Shares)   Rolls-Royce Group plc				06/27/11		12,652
		TOTAL EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS				54,056

	Market
	Value
Other Assets and Liabilities (Net) — (0.2)%		(3,332,267	)
NET ASSETS — 100.0%	$	1,929,280,263

(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 March 31, 2011, the market value of fair valued securities amounted to $ 919,850 or 0.05% of net assets.
(b)	Denoted in units.
(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 March 31, 2011, the market value of Rule 144A securities amounted to $6,881,941 or 0.36% of net assets.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt
Cv.	Convertible
CVO	Contingent Value Obligation
OJSC	Open Joint Stock Company
STEP	Step coupon bond. The rate disclosed is that in effect at March 31, 2011.
Strips	Regular income payment portion of security traded separately from the principal portion of the security.

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Statement of Assets and Liabilities
March 31, 2011 (Unaudited)

Assets:
Investments, at value (cost $1,514,203,278)	$	1,932,558,474
Foreign currency, at value (cost $67)		69
Receivable for Fund shares issued		5,540,473
Unrealized appreciation on swap contracts		54,056
Dividends and interest receivable		3,966,088
Prepaid expenses		91,684
Total Assets		1,942,210,844
Liabilities:
Payable to custodian		1,529
Payable for investments purchased		8,957,862
Payable for Fund shares redeemed		1,315,533
Payable for investment advisory fees		1,583,211
Payable for distribution fees		430,953
Payable for accounting fees		7,500
Other accrued expenses		633,993
Total Liabilities		12,930,581
Net Assets (applicable to 89,609,628 shares outstanding)	$	1,929,280,263
Net Assets Consist of:
Paid-in capital	$	1,614,062,579
Accumulated distributions in excess of net investment income		(10,279,769	)
Accumulated net realized loss on investments, swap contracts, and foreign currency transactions		(92,918,424	)
Net unrealized appreciation on investments		418,355,196
Net unrealized appreciation on swap contracts		54,056
Net unrealized appreciation on foreign currency translations		6,625
Net Assets	$	1,929,280,263
Shares of Capital Stock each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,655,272,737 ÷ 76,694,120 shares outstanding; 150,000,000 shares authorized)	$	21.58
Class A:
Net Asset Value and redemption price per share ($123,656,016 ÷ 5,746,117 shares outstanding; 50,000,000 shares authorized)	$	21.52
Maximum offering price per share (NAV÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	22.83
Class B:
Net Asset Value and offering price per share ($161,476 ÷ 7,940 shares outstanding, 50,000,000 shares authorized)	$	20.34	(a)
Class C:
Net Asset Value and offering price per share ($82,191,255 ÷ 4,039,895 shares outstanding, 50,000,000 shares authorized)	$	20.34	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($67,998,779 ÷ 3,121,556 shares outstanding, 50,000,000 shares authorized)	$	21.78

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

Statement of Operations
For the Six Months Ended March 31, 2011 (Unaudited)

Investment Income:
Dividends (net of foreign withholding taxes of $182,286)	$	16,390,070
Interest		261,008
Total Investment Income		16,651,078
Expenses:
Investment advisory fees		8,466,842
Distribution fees — Class AAA		1,860,173
Distribution fees — Class A		115,226
Distribution fees — Class B		759
Distribution fees — Class C		299,776
Shareholder services fees		740,850
Shareholder communications expenses		188,527
Custodian fees		103,179
Legal and audit fees		60,496
Registration expenses		53,790
Accounting fees		22,500
Directors’ fees		21,639
Interest expense		88
Miscellaneous expenses		55,415
Total Expenses		11,989,260
Less:
Custodian fee credits		(125	)
Net Expenses		11,989,135
Net Investment Income		4,661,943
Net Realized and Unrealized Gain on Investments, Swap Contracts, and Foreign Currency:
Net realized gain on investments		8,513,031
Net realized gain on swap contracts		34,764
Net realized gain on foreign currency transactions		12,063
Net realized gain on investments, swap contracts, and foreign currency transactions		8,559,858
Net change in unrealized appreciation:
on investments		245,243,349
on swap contracts		51,245
on foreign currency translations		12,352
Net change in unrealized appreciation on investments, swap contracts, and foreign currency translations		245,306,946
Net Realized and Unrealized Gain on Investments, Swap Contracts, and Foreign Currency		253,866,804
Net Increase in Net Assets Resulting from Operations	$	258,528,747

See accompanying notes to financial statements.

11

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2011			Year Ended
	(Unaudited)			September 30, 2010
Operations:
Net investment income	$	4,661,943		$	17,109,258
Net realized gain/(loss) on investments, swap contracts, and foreign currency transactions		8,559,858			(10,021,544	)
Net change in unrealized appreciation on investments, swap contracts, and foreign currency translations		245,306,946			127,675,821
Net Increase in Net Assets Resulting from Operations		258,528,747			134,763,535
Distributions to Shareholders:
Net investment income
Class AAA		(13,286,702	)		(15,582,602	)
Class A		(844,431	)		(604,809	)
Class B		(1,436	)		(1,755	)
Class C		(582,749	)		(416,801	)
Class I		(469,791	)		(280,529	)
		(15,185,109	)		(16,886,496	)
Return of capital
Class AAA		—			(9,276,624	)
Class A		—			(360,055	)
Class B		—			(1,045	)
Class C		—			(248,130	)
Class I		—			(167,004	)
		—			(10,052,858	)
Total Distributions to Shareholders		(15,185,109	)		(26,939,354	)
Capital Share Transactions
Class AAA		109,600,114			141,667,526
Class A		43,432,082			32,355,446
Class B		(1,000	)		21,771
Class C		30,638,555			18,243,484
Class I		19,193,909			31,329,729
Net Increase in Net Assets from Capital Share Transactions		202,863,660			223,617,956
Redemption Fees		14,760			5,058
Net Increase in Net Assets		446,222,058			331,447,195
Net Assets:
Beginning of period		1,483,058,205			1,151,611,010
End of period (including undistributed net investment income of $0 and $243,397, respectively)	$	1,929,280,263		$	1,483,058,205

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 (Loss)																														Ratio 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)(b)		Period		Return†			(in 000’s)		Income			Expenses††			Rate†††
Class AAA
2011(c)	$	18.65	$	0.06		$	3.05		$	3.11		$	(0.18	)		—			—		$	(0.18	)	$	0.00	$	21.58		16.74	%	$	1,655,273		0.57	%(d)		1.40	%(d)		4	%
2010		17.14		0.23			1.64			1.87			(0.23	)		—		$	(0.13	)		(0.36	)		0.00		18.65		11.03			1,330,970		1.29			1.44			14
2009		18.00		0.21			(0.71	)		(0.50	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		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		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		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		20.23		11.25			794,375		1.98			1.46			14
Class A
2011(c)	$	18.60	$	0.06		$	3.04		$	3.10		$	(0.18	)		—			—		$	(0.18	)	$	0.00	$	21.52		16.73	%	$	123,656		0.59	%(d)		1.40	%(d)		4	%
2010		17.09		0.24			1.63			1.87			(0.23	)		—		$	(0.13	)		(0.36	)		0.00		18.60		11.06			67,314		1.35			1.44			14
2009		17.95		0.21			(0.71	)		(0.50	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		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		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		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		20.17		11.29			8,379		2.02			1.46			14
Class B
2011(c)	$	17.65	$	(0.02	)	$	2.89		$	2.87		$	(0.18	)		—			—		$	(0.18	)	$	0.00	$	20.34		16.33	%	$	161		(0.19)	%(d)		2.15	%(d)		4	%
2010		16.37		0.10			1.54			1.64			(0.23	)		—		$	(0.13	)		(0.36	)		0.00		17.65		10.13			141		0.56			2.19			14
2009		17.34		0.10			(0.71	)		(0.61	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		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		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		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		19.82		10.46			352		1.91			2.21			14
Class C
2011(c)	$	17.65	$	(0.01	)	$	2.88		$	2.87		$	(0.18	)		—			—		$	(0.18	)	$	0.00	$	20.34		16.32	%	$	82,191		(0.15)	%(d)		2.15	%(d)		4	%
2010		16.36		0.10			1.55			1.65			(0.23	)		—		$	(0.13	)		(0.36	)		0.00		17.65		10.20			43,429		0.61			2.19			14
2009		17.33		0.10			(0.71	)		(0.61	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		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		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		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		19.81		10.46			8,044		1.26			2.21			14
Class I
2011(c)	$	18.80	$	0.09		$	3.07		$	3.16		$	(0.18	)		—			—		$	(0.18	)	$	0.00	$	21.78		16.87	%	$	67,999		0.83	%(d)		1.15	%(d)		4	%
2010		17.23		0.35			1.58			1.93			(0.23	)		��		$	(0.13	)		(0.36	)		0.00		18.80		11.32			41,204		1.92			1.19			14
2009		18.04		0.25			(0.70	)		(0.45	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		17.23		(2.05	)		8,819		1.71			1.25			17
2008(e)		21.42		0.19			(3.30	)		(3.11	)		(0.14	)		—			(0.13	)		(0.27	)		0.00		18.04		(14.65	)		962		1.31	(d)		1.18	(d)		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.
††	The ratios do not include a reduction for custodian fee credits on cash balances maintained with the custodian (“Custodian Fee Credits”). Including such Custodian Fee Credits, the 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 six months ended March 31, 2011 and the years ended September 30, 2010, 2009, 2008, and 2007, the effect of Custodian Fee Credits was minimal.
†††	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, and 2006 would have been 20%, and 34%, respectively.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Amount represents less than $0.005 per share.
(c)	For the six months ended March 31, 2011, unaudited.
(d)	Annualized.
(e)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.

See accompanying notes to financial statements.

13

The Gabelli Equity Income Fund

Notes to Financial Statements (Unaudited)

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 Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which may require the use of management estimates and assumptions. 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. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. 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) (Unaudited)

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).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. 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 in securities and other financial instruments by inputs used to value the Fund’s investments as of March 31, 2011 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant		Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 3/31/11
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	7,284,800		—	$	0	$	7,284,800
Energy and Utilities: Electric		14,694,076		—		0		14,694,076
Financial Services		220,083,917		—		95,000		220,178,917
Other Industries (a)		1,631,354,781		—		—		1,631,354,781
Total Common Stocks		1,873,417,574		—		95,000		1,873,512,574
Preferred Stocks:
Entertainment		—		—		7,650		7,650
Other Industries (a)		2,378,200		—		—		2,378,200
Total Preferred Stocks		2,378,200		—		7,650		2,385,850
Warrants (a)		—		—		0		0
Corporate Bonds		1,496,000	$	9,605,950		0		11,101,950
U.S. Government Obligations		—		45,558,100		—		45,558,100
TOTAL INVESTMENTS IN SECURITIES — ASSETS	$	1,877,291,774	$	55,164,050	$	102,650	$	1,932,558,474
OTHER FINANCIAL INSTRUMENTS:
ASSETS (Unrealized Appreciation):*
EQUITY CONTRACTS:
Contract for Difference Swap Agreements	$	—	$	54,056	$	—	$	54,056

(a)	Please refer to the Schedule of Investments (“SOI”) for the industry classifications of these portfolio holdings.
*	Other financial instruments are derivatives reflected in the SOI, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation of the instrument.

The Fund did not have significant transfers between Level 1 and Level 2 during the six months ended March 31, 2011.

15

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

The following table reconciles 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								Transfers		Transfers		Balance		period on Level 3
	as of		discounts/		gain/			appreciation/								into		out of		as of		investments held
	9/30/10		(premiums)		(loss)			depreciation†			Purchases		Sales			Level 3††		Level 3††		3/31/11		at 3/31/11†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	0	$	—	$	—		$	—		$	—	$	—		$	—	$	—	$	0	$	—
Energy and Utilities: Electric		0		—		—			—			—		—			—		—		0		—
Financial Services		—		—		—			95,000			0		—			—		—		95,000		95,000
Publishing		17		—		(268	)		251			—		(0	)		—		—		—		—
Total Common Stocks		17		—		(268	)		95,251			0		(0	)		—		—		95,000		95,000
Preferred Stock:
Entertainment		—		—		—			(52,350	)		—		—			60,000		—		7,650		(52,350	)
Warrants:
Broadcasting		—		—		—			—			—		—			0		—		0		—
Corporate Bonds		2		—		—			(2	)		—		—			—		—		0		(2	)
TOTAL INVESTMENTS IN SECURITIES	$	19	$	—	$	(268	)	$	42,899		$	0	$	(0	)	$	60,000	$	—	$	102,650	$	42,648

†	Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
††	The Fund’s policy is to recognize transfers into and transfers out of Level 3 as of the beginning of the reporting period.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance to improve disclosure about fair value measurements which requires additional disclosures about transfers between Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). FASB also clarified existing disclosure requirements relating to the levels of disaggregation of fair value measurement and inputs and valuation techniques used to measure fair value. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2009 and interim periods within those fiscal years. Management has adopted the amended guidance and determined that there was no material impact to the Fund’s financial statements except for additional disclosures made in the notes. Disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Management is currently evaluating the impact of the additional disclosure requirements on the Fund’s financial statements.

16

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

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.

The Fund’s derivative contracts held at March 31, 2011, if any, are not accounted for as hedging instruments under GAAP.

     Swap Agreements. The Fund may enter into equity 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 an equity contract for difference 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.

The Fund has entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc. Details of the swaps at March 31, 2011 are reflected within the Schedule of Investments and further details are as follows:

Notional	Equity Security	Interest Rate/	Termination	Net Unrealized
Amount	Received	Equity Security Paid	Date	Appreciation
	Market Value	One month LIBOR plus 90 bps plus
	Appreciation on:	Market Value Depreciation on:
$293,999 (140,000 Shares)	Rank Group plc	Rank Group plc	6/27/11	$	41,404
185,861 (20,000 Shares)	Rolls-Royce Group plc	Rolls-Royce Group plc	6/27/11		12,652
				$	54,056

17

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

The Fund’s volume of activity in equity contract for difference swap agreements during the six months ended March 31, 2011 had an average monthly notional amount of approximately $485,580.

As of March 31, 2011, the value of equity contract for difference swap agreements can be found in the Statement of Assets and Liabilities under Assets, Unrealized appreciation on swap contracts. For the six months ended March 31, 2011, the effect of equity contract for difference swap agreements can be found in the Statement of Operations, under Net Realized and Unrealized Gain on Investments, Swap Contracts, and Foreign Currency, Net realized gain on swap contracts and Net change in unrealized appreciation on swap contracts.

     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, and 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. During the six months ended March 31, 2011, the Fund held no investments in 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 Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. During the six months ended March 31, 2011, the Fund held no investments in forward foreign exchange contracts.

18

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

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 broker retains collateral for the value of the open positions, which is adjusted periodically as the value of the position fluctuates. At March 31, 2011, there were no short sales outstanding.

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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 March 31, 2011, the Fund held no investments in 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 purchase 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 inability 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 securities of comparable U.S. issuers.

19

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

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. The Fund held no illiquid securities at March 31, 2011. For the restricted securities the Fund held as of March 31, 2011, refer to the Schedule of Investments.

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 from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

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 net asset value (“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.

20

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

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 GAAP. 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 for federal income tax purposes 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.

The tax character of distributions paid during the year ended September 30, 2010 was as follows:

Distributions paid from:
Ordinary income	$	16,886,496
Return of capital		10,052,858
Total distributions paid	$	26,939,354

The Fund has a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the calendar year. Pursuant to this policy, distributions during the calendar year are made in excess of required distributions. 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 pass through to shareholders all of its net realized long-term capital gains as a Capital Gain Dividend, subject to the maximum federal income tax rate of 15%, and may cause such gains to be treated as ordinary income subject to a maximum federal income tax rate of 35%. The Board 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 current annualized rate is $0.36 per share. Any paid-in capital that is a component of a distribution is not sourced from net investment income or realized gains of the Fund and that portion should not be considered as yield or total return from the Fund.

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.

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $74,164,504, which are available to reduce future required distributions of net capital gains to shareholders. $1,899,612 of the loss carryforward is available through 2017; $72,264,892 is available through 2018.

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, 2010, the Fund deferred capital losses of $14,442,132 and currency losses of $70,087.

21

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

The following summarizes the tax cost of investments and the related net unrealized appreciation/depreciation at March 31, 2011:

			Gross		Gross			Net
			Unrealized		Unrealized			Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,524,656,849	$	462,583,638	$	(54,682,013	)	$	407,901,625

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the six months ended March 31, 2011, the Fund did not incur any income tax, interest, or penalties. As of March 31, 2011, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into 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 and they are reimbursed 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 & Co.”), 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 & Co. 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 six months ended March 31, 2011, other than short-term securities and U.S. Government obligations, aggregated $257,465,138 and $74,120,425, respectively.

6. Transactions with Affiliates. During the six months ended March 31, 2011, the Fund paid brokerage commissions on security trades of $252,229 to Gabelli & Co. Additionally, Gabelli & Co. informed the Fund that it retained $70,519 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

22

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

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 six months ended March 31, 2011, the Fund paid or accrued $22,500 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 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended March 31, 2011, there were no borrowings under the line of credit.

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 & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers 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 Class B CDSC is equal to a percentage declining from 5% 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 & Co.

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 as an increase in paid-in capital. The redemption fees retained by the Fund during the six months ended March 31, 2011 and the year ended September 30, 2010 amounted to $14,760 and $5,058, 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.

23

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

Transactions in shares of capital stock were as follows:

	Six Months Ended
	March 31, 2011						Year Ended
	(Unaudited)						September 30, 2010
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		12,901,297		$	264,469,584			21,637,827		$	387,763,650
Shares issued upon reinvestment of distributions		619,211			12,607,498			1,300,877			23,212,884
Shares redeemed		(8,192,770	)		(167,476,968	)		(15,099,132	)		(269,309,008	)
Net increase		5,327,738		$	109,600,114			7,839,572		$	141,667,526
Class A
Shares sold		2,796,623		$	57,024,162			2,491,071		$	44,560,597
Shares issued upon reinvestment of distributions		34,885			711,446			46,493			828,020
Shares redeemed		(705,374	)		(14,303,526	)		(737,882	)		(13,033,171	)
Net increase		2,126,134		$	43,432,082			1,799,682		$	32,355,446
Class B
Shares sold		531		$	10,753			3,220		$	57,672
Shares issued upon reinvestment of distributions		71			1,362			157			2,655
Shares redeemed		(673	)		(13,115	)		(2,353	)		(38,556	)
Net increase/(decrease)		(71	)	$	(1,000	)		1,024		$	21,771
Class C
Shares sold		1,779,639		$	34,449,304			1,389,534		$	23,812,111
Shares issued upon reinvestment of distributions		20,458			395,124			30,202			512,405
Shares redeemed		(220,189	)		(4,205,873	)		(360,684	)		(6,081,032	)
Net increase		1,579,908		$	30,638,555			1,059,052		$	18,243,484
Class I
Shares sold		1,378,715		$	28,396,179			2,679,750		$	49,306,287
Shares issued upon reinvestment of distributions		21,018			433,547			24,314			438,095
Shares redeemed		(469,982	)		(9,635,817	)		(1,024,097	)		(18,414,653	)
Net increase		929,751		$	19,193,909			1,679,967		$	31,329,729

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. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

24

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued) (Unaudited)

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an 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 administrative settlement order, the SEC found that the Adviser had willfully violated Section 206(2) of the 1940 Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had willfully 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, paid $16 million (which included a $5 million civil monetary penalty), approximately $12.8 million of which is in the process of being paid 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 acceptable to the staff of the SEC, and agreed to cease and desist from future violations of the above referenced federal securities laws and rule. The SEC order also noted the cooperation that the Adviser had given the staff of the SEC during its inquiry. The settlement did 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 Fund, the Global Growth Fund, and other funds in the Gabelli/GAMCO fund complex. The officer denied the allegations and is continuing in his positions with the Adviser and the funds. The court dismissed certain claims and found that the SEC was not entitled to pursue various remedies against the officer while leaving one remedy in the event the SEC were able to prove violations of law. The court subsequently dismissed without prejudice the remaining remedy against the officer, which allowed the SEC to appeal the court’s rulings. On October 29, 2010 the SEC filed its appeal with the U.S. Court of Appeals for the Second Circuit regarding the lower court’s orders. 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 on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

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.

25

The Gabelli Equity Income Fund

Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2011, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser, and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long-term performance of the Fund against a peer group of equity income funds. The Independent Board Members noted that the Fund’s performance was in the top one-third of the funds in its category for the one, three, and five year periods.

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker, that the affiliated broker received distribution fees and minor amounts of sales commissions and that the Adviser received a moderate level of soft dollar research benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund with similar expense ratios of the peer group of equity income funds and noted that the Adviser’s management fee includes substantially all administrative services for the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios were above average within this group. The Independent Board Members also noted that the Fund’s size was average within this group. The Independent Board Members also noted that the management fee structure was the same as that in effect for most of the Gabelli funds. The Independent Board Members did not compare the management fee with the fees for other types of accounts managed by the Adviser.

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and a good performance record. The Independent Board Members also concluded that the Fund’s expense ratios and the profitability to the Adviser of managing the Fund were reasonable, particularly in light of the Fund’s performance, and that economies of scale were not a significant factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the investment management agreement to the full Board.

26

The Gabelli Equity Income Fund

Board Consideration and Re-Approval of Advisory Agreement (Continued) (Unaudited)

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based its decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

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.
	Kuni Nakamura
Anthony J. Colavita	President
President	Advanced Polymer, Inc.
Anthony J. Colavita, P.C.
	Anthony R. Pustorino
Vincent D. Enright	Certified Public Accountant,
Former Senior Vice President	Professor Emeritus
and Chief Financial Officer	Pace University
KeySpan Corp.
	Anthonie C. van Ekris
John D. Gabelli	Chairman
Senior Vice President	BALMAC International, Inc.
Gabelli & Company, Inc.
	Salvatore J. Zizza
	Chairman
	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.

GAB444Q111SR

The Gabelli Equity Income Fund

Morningstar^® rated The Gabelli Equity Income Fund
Class AAA Shares 5 stars overall and 5 stars for the
five and ten year periods and 4 stars for the three year
period ended March 31, 2011 among 1,120, 945, 522,
and 1,120 Large Value funds, respectively.

SEMI ANNUAL REPORT
MARCH 31, 2011

The Gabelli Woodland Small Cap Value Fund

Semi-Annual Report — March 31, 2011

  
Elizabeth M. Lilly, CFA

To Our Shareholders,

     For the six months ended March 31, 2011, the net asset value (“NAV”) per Class AAA Share of The Gabelli Woodland Small Cap Value Fund (the “Fund”) rose 26.1% compared with 25.5% for the Russell 2000 Index.

Comparative Results

Average Annual Returns through March 31, 2011 (a)(b) (Unaudited)

																Since
				Six												Inception
	Quarter			Months			1 Year			3 Year			5 Year			(12/31/02)
Gabelli Woodland Small Cap Value Fund Class AAA		9.12	%		26.12	%		26.69	%		9.18	%		4.70	%		9.38	%
Russell 2000 Index		7.94			25.48			25.79			8.57			3.35			11.46
Class A		9.04			26.14			26.70			9.18			4.72			9.41
With sales charge (c)		2.77			18.89			19.42			6.99			3.46			8.61
Class C		8.84			25.57			25.72			8.36			3.92			8.62
With contingent deferred sales charge (d)		7.84			24.57			24.72			8.36			3.92			8.62
Class I		9.14			26.28			26.99			9.47			4.86			9.48

In the current prospectus dated January 28, 2011, the gross expense ratios for Class AAA, A, C, and I Shares are 3.09%, 3.09%, 3.84%, and 2.84%, respectively. The net expense ratios after contractual reimbursements by Gabelli Funds, LLC (the “Adviser”) in place through January 31, 2012 are 2.01%, 2.01%, 2.76%, and 1.76%, respectively. See page 8 for the expense ratios for the six months ended March 31, 2011. The maximum sales charge for Class A and C Shares is 5.75% and 1.00%, respectively. Class AAA and Class I Shares do not have a sales charge.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, 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 information about this and other matters and should be read carefully before investing.
	The Class AAA Shares 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 is an unmanaged indicator of stock market performance. Dividends are considered reinvested. You cannot directly invest in an index.
(b)	The Fund’s fiscal year ends September 30.
(c)	Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Assuming payment of the maximum 1% CDSC imposed on redemptions made within one year of purchase.

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.

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

For the Six Month Period from October 1, 2010 through March 31, 2011 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/10		03/31/11		Ratio			Period*
The Gabelli Woodland Small Cap Value Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,261.20		2.01	%	$	11.33
Class A	$	1,000.00	$	1,261.40		2.01	%	$	11.33
Class C	$	1,000.00	$	1,255.70		2.76	%	$	15.52
Class I	$	1,000.00	$	1,262.80		1.76	%	$	9.93
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,014.91		2.01	%	$	10.10
Class A	$	1,000.00	$	1,014.91		2.01	%	$	10.10
Class C	$	1,000.00	$	1,011.17		2.76	%	$	13.84
Class I	$	1,000.00	$	1,016.16		1.76	%	$	8.85

* 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 (182 days), then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of March 31, 2011:

The Gabelli Woodland Small Cap Value Fund

Diversified Industrial	13.5	%
Business Services	11.5	%
Computer Software and Services	11.3	%
Health Care	7.5	%
Equipment and Supplies	6.1	%
Specialty Chemicals	5.2	%
Machinery	4.3	%
Financial Services	4.2	%
Consumer Products	3.8	%
Electronics	3.6	%
Telecommunications	3.5	%
Retail	3.1	%
Energy and Utilities	3.0	%
Aerospace	2.2	%
Publishing	2.1	%
Hotels and Gaming	1.9	%
Consumer Services	1.9	%
Restaurants	1.5	%
Entertainment	1.3	%
Transportation	1.2	%
Food and Beverage	1.0	%
Communications Equipment	1.0	%
Commercial Services	0.9	%
Automotive: Parts and Accessories	0.6	%
U.S. Government Obligations	3.0	%
Other Assets and Liabilities (Net)	0.8	%
	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 on Form N-Q, the last of which was filed for the quarter ended December 31, 2010. 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 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 are 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.

3

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 96.2%
		Aerospace — 2.2%
	2,420	Kaman Corp.	$	62,697	$	85,184
	3,200	Spirit Aerosystems Holdings Inc., Cl. A†		48,500		82,144
				111,197		167,328
		Automotive: Parts and Accessories — 0.6%
	1,800	Federal-Mogul Corp.†		23,085		44,820
		Business Services — 11.5%
	8,500	ACCO Brands Corp.†		70,812		81,090
	1,758	Ascent Media Corp., Cl. A†		48,653		85,878
	3,390	Deluxe Corp.		53,735		89,970
	8,150	Edgewater Technology Inc.†		58,199		25,999
	2,700	G & K Services Inc., Cl. A		77,933		89,775
	4,000	Intermec Inc.†		98,702		43,160
	3,000	Liquidity Services Inc.†		24,634		53,580
	3,300	Macquarie Infrastructure Co. LLC†		51,956		78,738
	12,800	PRGX Global Inc.†		59,917		77,696
	10,000	S1 Corp.†		62,888		66,800
	3,333	Safeguard Scientifics Inc.†		30,380		67,827
	3,520	The Brink’s Co.		105,002		116,547
				742,811		877,060
		Commercial Services — 0.9%
	23,000	Odyssey Marine Exploration Inc.†		51,451		70,840
		Communications Equipment — 1.0%
	9,000	Tekelec†		74,808		73,080
		Computer Software and Services — 11.3%
	5,500	Dynamics Research Corp.†		49,049		89,925
	3,100	Fair Isaac Corp.		50,761		97,991
	8,410	Lawson Software Inc.†		60,860		101,761
	5,600	Mercury Computer Systems Inc.†		74,345		118,496
	1,740	MTS Systems Corp.		63,274		79,257
	6,000	Rimage Corp.		99,938		96,900
	3,800	Schawk Inc.		58,264		73,872
	17,700	Tier Technologies Inc.†		156,502		97,350
	8,800	TransAct Technologies Inc.†		26,149		105,160
				639,142		860,712
		Consumer Products — 3.8%
	5,500	Arctic Cat Inc.†		75,487		85,525
	1,085	Church & Dwight Co. Inc.		32,590		86,084
	8,600	Kid Brands Inc.†		43,283		63,210
	3,900	The Jones Group Inc.		52,376		53,625
				203,736		288,444
		Consumer Services — 1.9%
	3,100	CPI Corp.		70,815		69,781
	1,600	Steiner Leisure Ltd.†		74,445		74,016
				145,260		143,797
		Diversified Industrial — 13.5%
	2,400	AEP Industries Inc.†		86,725		71,328
	4,000	Albany International Corp., Cl. A		89,332		99,600
	1,450	Crane Co.		63,484		70,223
	1,850	EnPro Industries Inc.†		66,036		67,192
	20,000	Graphic Packaging Holding Co.†		71,355		108,400
	5,957	Griffon Corp.†		51,420		78,215
	2,175	Harsco Corp.		52,227		76,756
	2,200	L.B. Foster Co., Cl. A		60,598		94,842
	1,300	OSI Systems Inc.†		15,728		48,789
	1,000	Raven Industries Inc.		19,885		61,420
	2,000	Texas Industries Inc.		57,124		90,460
	4,500	Vishay Intertechnology Inc.†		28,152		79,830
	5,171	Vishay Precision Group Inc.†		86,701		81,030
				748,767		1,028,085
		Electronics — 3.6%
	1,100	Analogic Corp.		60,360		62,205
	16,040	Pulse Electronics Corp.		78,808		97,042
	2,100	Universal Display Corp.†		67,891		115,584
				207,059		274,831
		Energy and Utilities — 3.0%
	2,700	GeoResources Inc.†		72,790		84,429
	2,800	Insituform Technologies Inc., Cl. A†		73,380		74,900
	2,170	PICO Holdings Inc.†		70,399		65,230
				216,569		224,559
		Entertainment — 1.3%
	6,500	Take-Two Interactive Software Inc.†		63,637		99,905
		Equipment and Supplies — 6.1%
	3,200	Actuant Corp., Cl. A		50,801		92,800
	6,200	Gerber Scientific Inc.†		25,224		58,032
	3,350	GrafTech International Ltd.†		55,207		69,111
	1,950	Mine Safety Appliances Co.		48,264		71,507
	1,930	Powell Industries Inc.†		38,791		76,119
	1,450	The Toro Co.		55,539		96,019
				273,826		463,588

See accompanying notes to financial statements.

4

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments (Continued) — March 31, 2011 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Financial Services — 4.2%
	1,400	Cash America International Inc.	$	50,543	$	64,470
	4,500	Investment Technology Group Inc.†		69,459		81,855
	6,700	NewAlliance Bancshares Inc.		97,054		99,428
	4,600	TCF Financial Corp.		65,435		72,956
				282,491		318,709
		Food and Beverage — 1.0%
	1,100	The J.M. Smucker Co.		52,808		78,529
		Health Care — 7.5%
	6,200	AtriCure Inc.†		30,842		70,556
	1,050	Beckman Coulter Inc.		76,126		87,223
	1,300	Chemed Corp.		54,426		86,593
	60,300	Hooper Holmes Inc.†		61,785		44,622
	3,000	IRIS International Inc.†		31,000		27,060
	8,740	Rochester Medical Corp.†		104,725		100,335
	1,000	Techne Corp.		58,834		71,600
	3,500	Transcend Services Inc.†		45,829		84,000
				463,567		571,989
		Hotels and Gaming — 1.9%
	2,520	Gaylord Entertainment Co.†		20,724		87,394
	4,400	Pinnacle Entertainment Inc.†		34,849		59,928
				55,573		147,322
		Machinery — 4.3%
	4,664	Key Technology Inc.†		50,344		94,259
	17,000	Mueller Water Products Inc., Cl. A		70,085		76,160
	1,670	Robbins & Myers Inc.		32,656		76,803
	3,750	TriMas Corp.†		37,420		80,625
				190,505		327,847
		Publishing — 2.1%
	14,000	Journal Communications Inc., Cl. A†		72,210		84,000
	2,700	Scholastic Corp.		43,899		73,008
				116,109		157,008
		Restaurants — 1.5%
	640	DineEquity Inc.†		23,247		35,187
	8,000	Famous Dave’s of America Inc.†		49,700		78,240
				72,947		113,427
		Retail — 3.1%
	3,200	Collective Brands Inc.†		69,393		69,056
	2,000	J. Crew Group Inc., Escrow† (a)		0		0
	3,900	Penske Automotive Group Inc.†		64,036		78,078
	5,200	Regis Corp.		95,512		92,248
				228,941		239,382
		Specialty Chemicals — 5.2%
	4,700	A. Schulman Inc.		91,499		116,184
	660	FMC Corp.		26,045		56,054
	2,850	H.B. Fuller Co.		63,386		61,218
	6,000	PolyOne Corp.		43,626		85,260
	1,900	Quaker Chemical Corp.		62,181		76,323
				286,737		395,039
		Telecommunications — 3.5%
	1,400	Atlantic Tele-Network Inc.		69,565		52,066
	7,400	HickoryTech Corp.		56,094		67,266
	2,400	j2 Global Communications Inc.†		50,715		70,824
	5,000	Neutral Tandem Inc.†		64,094		73,750
				240,468		263,906
		Transportation — 1.2%
	11,000	Air Transport Services Group Inc.†		69,845		92,950
		TOTAL COMMON STOCKS		5,561,339		7,323,157
Principal
Amount
		U.S. GOVERNMENT OBLIGATIONS — 3.0%
$	230,000	U.S. Treasury Bills, 0.095% to 0.145%††, 04/21/11 to 05/05/11		229,977		229,977
		TOTAL INVESTMENTS — 99.2%	$	5,791,316		7,553,134
		Other Assets and Liabilities (Net) — 0.8%				60,547
		NET ASSETS — 100.0%			$	7,613,681

(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 March 31, 2011, the fair valued security had no market value.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.

See accompanying notes to financial statements.

5

The Gabelli Woodland Small Cap Value Fund

Statement of Assets and Liabilities
March 31, 2011 (Unaudited)

Assets:
Investments, at value (cost $5,791,316)	$	7,553,134
Cash		58,271
Receivable for investments sold		25,528
Receivable for Fund shares issued		1,069
Dividends receivable		2,939
Prepaid expenses		26,532
Total Assets		7,667,473
Liabilities:
Payable for investments purchased		13,650
Payable for Fund shares redeemed		1,185
Payable for distribution fees		1,628
Payable for investment advisory fees		682
Payable for legal and audit fees		18,549
Payable for shareholder communications expenses		15,322
Other accrued expenses		2,776
Total Liabilities		53,792
Net Assets (applicable to 677,543 shares outstanding)	$	7,613,681
Net Assets Consist of:
Paid-in capital	$	6,177,169
Accumulated net investment loss		(43,772	)
Accumulated net realized loss on investments		(281,534	)
Net unrealized appreciation on investments		1,761,818
Net Assets	$	7,613,681
Shares of Capital Stock each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($7,213,492 ÷ 641,152 shares outstanding; 100,000,000 shares authorized)	$	11.25
Class A:
Net Asset Value and redemption price per share ($142,635 ÷ 12,576 shares outstanding; 50,000,000 shares authorized)	$	11.34
Maximum offering price per share (NAV÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	12.03
Class C:
Net Asset Value and offering price per share ($149,938 ÷ 14,329 shares outstanding, 50,000,000 shares authorized)	$	10.46	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($107,616 ÷ 9,486 shares outstanding, 50,000,000 shares authorized)	$	11.34

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

Statement of Operations
For the Six Months Ended March 31, 2011 (Unaudited)

Investment Income:
Dividends	$	25,440
Interest		51
Total Investment Income		25,491
Expenses:
Investment advisory fees		34,303
Distribution fees — Class AAA		8,143
Distribution fees — Class A		161
Distribution fees — Class C		676
Registration expenses		16,665
Legal and audit fees		11,146
Shareholder communications expenses		10,731
Shareholder services fees		8,167
Custodian fees		5,101
Interest expense		251
Directors’ fees		88
Miscellaneous expenses		4,460
Total Expenses		99,892
Less:
Fees waived and expenses reimbursed by the Adviser (See Note 3)		(30,629	)
Net Expenses		69,263
Net Investment Loss		(43,772	)
Net Realized and Unrealized Gain on Investments:
Net realized gain on investments		609,583
Net change in unrealized appreciation on investments		1,006,249
Net Realized and Unrealized Gain on Investments		1,615,832
Net Increase in Net Assets Resulting from Operations	$	1,572,060

See accompanying notes to financial statements.

6

The Gabelli Woodland Small Cap Value Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2011			Year Ended
	(Unaudited)			September 30, 2010
Operations:
Net investment loss	$	(43,772	)	$	(79,973	)
Net realized gain on investments		609,583			613,259
Net change in unrealized appreciation on investments		1,006,249			177,018
Net Increase in Net Assets Resulting from Operations		1,572,060			710,304
Capital Share Transactions:
Class AAA		(18,405	)		(406,637	)
Class A		(3,337	)		59,906
Class B		—			(154	)*
Class C		—			(14,730	)
Class I		22,321			(998	)
Net Increase/(Decrease) in Net Assets from Capital Share Transactions	579				(362,613	)
Net Increase in Net Assets		1,572,639			347,691
Net Assets:
Beginning of period		6,041,042			5,693,351
End of period (including undistributed net investment income of $0 and $0, respectively)	$	7,613,681		$	6,041,042

* Class B Shares were fully redeemed and closed on February 2, 2010.

See accompanying notes to financial statements.

7

The Gabelli Woodland Small Cap Value Fund
Financial Highlights

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

			Income (Loss) from																												Ratios to Average Net Assets/
			Investment Operations																												Supplemental Data
						Net						Distributions																						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)			Investments			Operations			Income			Investments			Distributions			Fees(a)			Period		Return†			(in 000’s)		(Loss)(b)			ments(c)			ments(d)			Rate
Class AAA
2011(e)	$	8.92	$	(0.06	)	$	2.39		$	2.33			—			—			—			—		$	11.25		26.12	%	$	7,213		(1.26	)%(f)		2.01	%(f)		2.90	%(f)		24	%
2010		7.90		(0.11	)		1.13			1.02			—			—			—			—			8.92		12.91			5,739		(1.33	)		2.01			3.09			61
2009		9.30		(0.07	)		(0.92	)		(0.99	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(g)		7.90		(8.99	)		5,462		(1.04	)		2.01			3.34			62
2008		12.61		(0.08	)		(1.43	)		(1.51	)		—			(1.80	)		(1.80	)		0.00	(g)		9.30		(13.20	)		7,327		(0.80	)		2.01			2.52			58
2007		13.35		0.05			2.44			2.49		$	(0.06	)		(3.17	)		(3.23	)		0.00	(g)		12.61		20.71			9,040		0.38			2.01			2.33			51
2006		14.64		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(g)		13.35		(0.35	)		9,137		(0.84	)		2.01			2.31			59
Class A
2011(e)	$	8.99	$	(0.06	)	$	2.41		$	2.35			—			—			—			—		$	11.34		26.14	%	$	143		(1.27	)%(f)		2.01	%(f)		2.90	%(f)		24	%
2010		7.96		(0.11	)		1.14			1.03			—			—			—			—			8.99		12.94			116		(1.27	)		2.01			3.09			61
2009		9.37		(0.07	)		(0.93	)		(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(g)		7.96		(9.04	)		50		(1.06	)		2.01			3.34			62
2008		12.69		(0.08	)		(1.44	)		(1.52	)		—			(1.80	)		(1.80	)		0.00	(g)		9.37		(13.19	)		51		(0.80	)		2.01			2.52			58
2007		13.36		0.13			2.39			2.52		$	(0.02	)		(3.17	)		(3.19	)		0.00	(g)		12.69		20.94			65		1.00			2.01			2.33			51
2006		14.65		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(g)		13.36		(0.36	)		100		(0.83	)		2.01			2.31			59
Class C
2011(e)	$	8.33	$	(0.10	)	$	2.23		$	2.13			—			—			—			—		$	10.46		25.57	%	$	150		(2.02	)%(f)		2.76	%(f)		3.65	%(f)		24	%
2010		7.43		(0.16	)		1.06			0.90			—			—			—			—			8.33		12.11			119		(2.09	)		2.76			3.84			61
2009		8.84		(0.11	)		(0.89	)		(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(g)		7.43		(9.61	)		122		(1.78	)		2.76			4.09			62
2008		12.16		(0.15	)		(1.37	)		(1.52	)		—			(1.80	)		(1.80	)		0.00	(g)		8.84		(13.86	)		146		(1.58	)		2.76			3.27			58
2007		13.00		(0.03	)		2.36			2.33			—			(3.17	)		(3.17	)		0.00	(g)		12.16		19.84			295		(0.26	)		2.76			3.08			51
2006		14.39		(0.21	)		0.06			(0.15	)		—			(1.24	)		(1.24	)		0.00	(g)		13.00		(1.11	)		425		(1.58	)		2.76			3.06			59
Class I
2011(e)	$	8.98	$	(0.05	)	$	2.41		$	2.36			—			—			—			—		$	11.34		26.28	%	$	108		(1.01	)%(f)		1.76	%(f)		2.65	%(f)		24	%
2010		7.93		(0.09	)		1.14			1.05			—			—			—			—			8.98		13.24			67		(1.09	)		1.76			2.84			61
2009		9.31		(0.05	)		(0.92	)		(0.97	)		—		$	(0.41	)	$	(0.41	)	$	0.00	(g)		7.93		(8.76	)		59		(0.79	)		1.76			3.09			62
2008(h)		9.41		(0.03	)		(0.07	)		(0.10	)		—			—			—			0.00	(g)		9.31		(1.06	)		72		(0.44	)(f)		1.76	(f)		2.27	(f)		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.
(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 Fund incurred interest expense during the six months ended March 31, 2011 and the years ended September 30, 2010, 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%, 2.00%, 2.00%, and 2.00% (Class AAA and Class A), 2.75%, 2.75%, 2.75%, 2.75%, 2.75%, and 2.75% (Class C), 1.75%, 1.75%, 1.75%, and 1.75% (Class I), respectively.
(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)	For the six months ended March 31, 2011, unaudited.
(f)	Annualized.
(g)	Amount represents less than $0.005 per share.
(h)	From the commencement of offering Class I shares on January 11, 2008 through September 30, 2008.

See accompanying notes to financial statements.

8

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

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 less. The Fund commenced investment operations on December 31, 2002.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which may require the use of management estimates and assumptions. 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. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

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.

9

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

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).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. 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 in securities by inputs used to value the Fund’s investments as of March 31, 2011 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant		Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 3/31/11
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Retail	$	239,382		—	$	0	$	239,382
Other Industries (a)		7,083,775		—		—		7,083,775
Total Common Stocks		7,323,157		—		0		7,323,157
U.S. Government Obligations		—	$	229,977		—		229,977
TOTAL INVESTMENTS IN SECURITIES — ASSETS	$	7,323,157	$	229,977	$	0	$	7,553,134

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

The Fund did not have significant transfers between Level 1 and Level 2 during the six months ended March 31, 2011.

10

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

The following table reconciles Level 3 investments for which significant unobservable inputs were used to determine fair value:

																			Net change
																			in unrealized
																			appreciation/
																			depreciation
																			during the
							Change in												period on
	Balance		Accrued		Realized		unrealized						Transfers		Transfers		Balance		Level 3
	as of		discounts/		gain/		appreciation/						into		out of		as of		investments
	9/30/10		(premiums)		(loss)		depreciation†		Purchases		Sales		Level 3††		Level 3††		3/31/11		held at 3/31/11†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Retail	$	—	$	—	$	—	$	—	$	0	$	—	$	—	$	—	$	0	$	—
Total Common Stocks		—		—		—		—		0		—		—		—		0		—
TOTAL INVESTMENTS IN SECURITIES	$	—	$	—	$	—	$	—	$	0	$	—	$	—	$	—	$	0	$	—

†	Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
††	The Fund’s policy is to recognize transfers into and transfers out of Level 3 as of the beginning of the reporting period.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance to improve disclosure about fair value measurements which requires additional disclosures about transfers between Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). FASB also clarified existing disclosure requirements relating to the levels of disaggregation of fair value measurement and inputs and valuation techniques used to measure fair value. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2009 and interim periods within those fiscal years. Management has adopted the amended guidance and determined that there was no material impact to the Fund’s financial statements except for additional disclosures made in the notes. Disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Management is currently evaluating the impact of the additional disclosure requirements on the Fund’s financial statements.

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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 March 31, 2011, the Fund held no investments in repurchase agreements.

11

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

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 inability 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 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.

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 from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

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 net asset value (“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. There were no custodian fee credits earned during the six months ended March 31, 2011.

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 GAAP. 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.

No distributions were made during the year ended September 30, 2010.

12

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

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.

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $874,666, which are available to reduce future required distributions of net capital gains to shareholders. $279,714 of the loss carryforward is available through 2017; $594,952 is available through 2018.

The following summarizes the tax cost of investments and the related net unrealized appreciation/depreciation at March 31, 2011:

			Gross		Gross			Net
			Unrealized		Unrealized			Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	5,800,189	$	1,989,940	$	(236,995	)	$	1,752,945

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the six months ended March 31, 2011, the Fund did not incur any income tax, interest, or penalties. As of March 31, 2011, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into 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 of the Fund (exclusive of brokerage fees, interest, taxes, and extraordinary expenses) at 2.00%, 2.00%, 2.75%, and 1.75%, respectively, of Class AAA, Class A, Class C, and Class I Shares’ average daily net assets through January 31, 2011. For the six months ended March 31, 2011, the Adviser reimbursed the Fund in the amount of $30,629. 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 fell below those percentages of average daily net assets for those respective share classes. At March 31, 2011, the cumulative amount which the Fund may repay the Adviser is $158,542.

13

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

For the year ended September 30, 2009, expiring September 30, 2011	$	63,496
For the year ended September 30, 2010, expiring September 30, 2012		64,417
For the year ended September 30, 2011, expiring September 30, 2013		30,629
	$	158,542

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 and they are reimbursed 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 & Co.”), an affiliate of the Adviser, serves as Distributor of the Fund. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to Gabelli & Co. at annual rates of 0.25%, 0.25%, 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 six months ended March 31, 2011, other than short-term securities and U.S. Government obligations, aggregated $1,634,301 and $2,041,303, respectively.

6. Transactions with Affiliates. During the six months ended March 31, 2011, Gabelli & Co. informed the Fund that there were no sales charges and underwriting fees retained from investors on sales and redemptions of Fund shares.

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 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended March 31, 2011, there were no borrowings under the line of credit.

8. Capital Stock. The Fund offers four classes of shares — Class AAA Shares, Class A 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 & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers 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 were fully redeemed on February 2, 2010. Class C Shares are subject to a 1.00% contingent deferred sales charge based on the lesser of the NAV per share at the date of original purchase or at the date of redemption for one year after purchase.

14

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

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 as an increase in paid-in capital. The Fund did not retain any redemption fees during the six months ended March 31, 2011 or the year ended September 30, 2010. 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:

	Six Months Ended
	March 31, 2011						Year Ended
	(Unaudited)						September 30, 2010
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		50,461		$	505,468			68,072		$	578,213
Shares redeemed		(52,702	)		(523,873	)		(116,302	)		(984,850	)
Net decrease		(2,241	)	$	(18,405	)		(48,230	)	$	(406,637	)
Class A
Shares sold		—			—			6,735		$	60,906
Shares redeemed		(359	)	$	(3,337	)		(104	)		(1,000	)
Net increase/(decrease)		(359	)	$	(3,337	)		6,631		$	59,906
Class B*
Shares redeemed		—			—			(19	)	$	(154	)
Net decrease		—			—			(19	)	$	(154	)
Class C
Shares redeemed		—			—			(2,051	)	$	(14,730	)
Net decrease		—			—			(2,051	)	$	(14,730	)
Class I
Shares sold		2,308		$	24,590			3,772		$	31,966
Shares redeemed		(212	)		(2,269	)		(3,862	)		(32,964	)
Net increase/(decrease)		2,096		$	22,321			(90	)	$	(998	)

* Class B Shares were fully redeemed on February 2, 2010.

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. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

15

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

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an 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 administrative settlement order, the SEC found that the Adviser had willfully violated Section 206(2) of the 1940 Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had willfully 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, paid $16 million (which included a $5 million civil monetary penalty), approximately $12.8 million of which is in the process of being paid 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 acceptable to the staff of the SEC, and agreed to cease and desist from future violations of the above referenced federal securities laws and rule. The SEC order also noted the cooperation that the Adviser had given the staff of the SEC during its inquiry. The settlement did 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 Fund, the Global Growth Fund, and other funds in the Gabelli/GAMCO fund complex. The officer denied the allegations and is continuing in his positions with the Adviser and the funds. The court dismissed certain claims and found that the SEC was not entitled to pursue various remedies against the officer while leaving one remedy in the event the SEC were able to prove violations of law. The court subsequently dismissed without prejudice the remaining remedy against the officer, which allowed the SEC to appeal the court’s rulings. On October 29, 2010 the SEC filed its appeal with the U.S. Court of Appeals for the Second Circuit regarding the lower court’s orders. 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 on the Fund of all subsequent events occurring through 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

The Gabelli Woodland Small Cap Value Fund

Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2011, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser, and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the performance of the Fund over various periods against a peer group of small cap value and core funds. The Independent Board Members noted that the Fund’s performance was in the top half for the one, three, and five year periods. The Independent Board Members also noted that the Fund’s performance had improved relative to its peers over time.

Profitability. The Independent Board Members reviewed summary data regarding the lack of profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that an affiliated broker of the Adviser received distribution fees and minor amounts of sales commissions and that the Adviser received a moderate level of soft dollar research benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members agreed that economies of scale were not an issue for this small and slow growing Fund that has been unprofitable to the Adviser.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop or any losses or diminished profitability to the Adviser in prior years.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund with similar expense ratios of the peer group of small cap value and core funds and noted that the Adviser’s management fee includes substantially all administrative services for the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios after waivers were above and the Fund’s size was far below average within this group and that the Adviser had been waiving substantial portions of its fees in order to make the Fund a more attractive investment. The Independent Board Members also noted that the management fee structure before waivers was the same as that in effect for most of the Gabelli funds. The Independent Board Members did not compare the management fee with the fees for other types of accounts managed by the Adviser.

17

The Gabelli Woodland Small Cap Value Fund

Board Consideration and Re-Approval of Advisory Agreement (Continued) (Unaudited)

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and an improving performance record during its limited life. The Independent Board Members also concluded that the Fund’s expense ratios were reasonable in light of the lack of profitability to the Adviser of managing the Fund, and that economies of scale were not a factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the Advisory Agreements to the full Board.

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based its decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

18

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, which is 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.

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 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
Chairman and Chief
Executive Officer
GAMCO Investors, Inc.

Anthony J. Colavita
President
Anthony J. Colavita, P.C.

Vincent D. Enright
Former Senior Vice President
and Chief Financial Officer
KeySpan Corp.

John D. Gabelli
Senior Vice President
Gabelli & Company, Inc.

Robert J. Morrissey
Attorney-at-Law
Morrissey, Hawkins & Lynch

Kuni Nakamura
President
Advanced Polymer, Inc.

Anthony R. Pustorino
Certified Public Accountant,
Professor Emeritus
Pace University

Anthonie C. van Ekris
Chairman
BALMAC International, Inc.

Salvatore J. Zizza
Chairman
Zizza & Co., Ltd.

Officers

Bruce N. Alpert
President and Secretary

Peter D. Goldstein
Chief Compliance Officer

Agnes Mullady
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.

GAB840Q111SR

The Gabelli Woodland Small Cap Value Fund

SEMI ANNUAL REPORT
MARCH 31, 2011

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

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)	Not applicable.
(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 6/6/11

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 6/6/11
By (Signature and Title)*	/s/ Agnes Mullady Agnes Mullady, Principal Financial Officer and Treasurer
Date 6/6/11

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