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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number             811-06367                    

                    Gabelli Equity Series Funds, Inc.                    

(Exact name of registrant as specified in charter)

One Corporate Center

                    Rye, New York 10580-1422                    

(Address of principal executive offices) (Zip code)

Bruce N. Alpert

Gabelli Funds, LLC

One Corporate Center

                         Rye, New York 10580-1422                        

(Name and address of agent for service)

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

Date of fiscal year end:   September 30

Date of reporting period:   September 30, 2013

EXPLANATORY NOTE: Registrant is re-filing this annual N-CSR for the fiscal year ended September 30, 2013, originally filed with the Securities and Exchange Commission on December 4, 2013 (Accession Number 0001193125-13-461711). Due to a scrivener’s error, the N-CSR was inadvertently filed under submission type N-CSRS. Except as set forth above, this filing does not amend, update or change any other items or disclosures found in the original Form N-CSR filing.

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

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

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The Gabelli Small Cap Growth Fund   Annual Report — September 30, 2013     Morningstar^® rated The Gabelli Small Cap Growth Fund Class AAA Shares 5 stars overall, 3 stars for the three year period, and 5 stars for the five and ten year periods ended September 30, 2013 among 598, 598, 532, and 329 Small Blend funds, respectively. Morningstar Rating^TM is based on risk-adjusted returns.   Mario J. Gabelli, CFA Portfolio Manager

To Our Shareholders,

For the year ended September 30, 2013, the net asset value (“NAV”) per Class AAA Share of The Gabelli Small Cap Growth Fund increased 31.8% compared with an increase of 30.1% for the Russell 2000 Index. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of September 30, 2013.

Performance Discussion

In the last quarter of 2012, stock prices rallied despite headwinds of anemic economic growth, high joblessness, recession in the eurozone, and worries over U.S. public finances and the fiscal cliff. Strong cumulative equity returns since 2009 in both global (up more than 70%) and domestic indices (up 120%, including dividend reinvestment) had not deterred continual and massive redemptions from domestic equity mutual funds. Because of this, equity valuations remained at a healthy discount to average historical price-to-earnings (P/E) multiples.

During the second quarter of 2013, signs of modest improvement in the United States economy contrasted with renewed volatility in Europe, economic deceleration in China and Latin America, and political unrest in the Middle East. However, Federal Reserve Chairman Ben Bernanke took center stage late in June to remind the world that interest rates would not remain low forever but in doing so likened a reduction in the Federal Reserve’s round three of Quantitative Easing bond buying program to letting the “foot off the accelerator” versus “tapping the brakes.”

The third quarter was marked with events that have become all too familiar over the last few years: the Fed continued its program of quantitative easing, the economy improved (albeit slowly), tensions flared in the Middle East, Washington seemed to be at an impasse, and of course, markets rose substantially, with the S&P up about 5% for the quarter. At the end of the quarter, the attention turned to events in Washington. While markets shrugged off the federal government shutdown that started on October 1, the potential of the United States bumping up against the Federal debt ceiling was beginning to look more possible.

Among the better performing stocks for the fiscal year were: O’Reilly Automotive Inc. (1.7% of net assets as of September 30, 2013), a manufacturer of car parts; Schiff Nutrition International, Inc., a manufacturer of nutritional supplements that was sold prior to year end; and Brembo SpA (0.7%), a manufacturer of automotive brake systems. Our weaker performing stocks during the year were Cincinnati Bell Inc. (0.2%), a telephone company; J.C. Penney Co. Inc. (0.2%), a chain of American mid-range department stores; and Orthofix International NV (0%), a diversified global medical device company focused on the spine and orthopedic markets.

We appreciate your loyalty and support.

Comparative Results

Average Annual Returns through September 30, 2013 (a)(b) (Unaudited)				Since
				Inception
	1 Year	5 Year	10 Year	(10/22/91)
Class AAA (GABSX)	31.82%	13.02%	11.91%	13.36%
Russell 2000 Index	30.06	11.15	9.64	9.90
Class A (GCASX)	31.80	13.04	11.91	13.36
With sales charge (c)	24.22	11.70	11.25	13.05
Class C (GCCSX)	30.80	12.19	11.11	12.98
With contingent deferred sales charge (d)	29.80	12.19	11.11	12.98
Class I (GACIX)	32.14	13.31	12.08	13.43

In the current prospectuses dated January 28, 2013, the expense ratios for Class AAA, A, C, and I Shares are 1.41%, 1.41%, 2.16%, and 1.16%, respectively. See page 16 for the expense ratios for the year ended September 30, 2013. Class AAA and Class I Shares have no sales charge. The maximum sales charge for Class A and C Shares is 5.75% 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. Visit www.gabelli.com for performance information as of the most recent month end. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003, and the Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class 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 which measures the performance of the small-cap segment of the U.S. equity market. 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 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI SMALL CAP GROWTH FUND CLASS AAA AND THE RUSSELL 2000 INDEX (Unaudited)

* Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

2

The Gabelli Small Cap Growth Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2013 through September 30, 2013 Expense Table

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

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

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

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

Hypothetical 5% Return: This section provides information about hypothetical account values and

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2013.

	Beginning Account Value 04/01/13	Ending Account Value 09/30/13	Annualized Expense Ratio	Expenses Paid During Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA	$1,000.00	$1,115.10	1.39%	$  7.37
Class A	$1,000.00	$1,114.90	1.39%	$  7.37
Class C	$1,000.00	$1,110.70	2.14%	$11.32
Class I	$1,000.00	$1,116.50	1.14%	$  6.05
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.10	1.39%	$  7.03
Class A	$1,000.00	$1,018.10	1.39%	$  7.03
Class C	$1,000.00	$1,014.34	2.14%	$10.81
Class I	$1,000.00	$1,019.35	1.14%	$  5.77

* 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 (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2013:

The Gabelli Small Cap Growth Fund

U.S. Government Obligations	15.5%
Equipment and Supplies	8.2%
Food and Beverage	6.9%
Automotive: Parts and Accessories	6.5%
Diversified Industrial	6.0%
Retail	5.8%
Energy and Utilities	5.2%
Health Care	4.7%
Business Services	4.4%
Financial Services	4.2%
Specialty Chemicals	3.9%
Aviation: Parts and Services	3.5%
Building and Construction	3.1%
Hotels and Gaming	2.7%
Computer Software and Services	2.4%
Electronics	1.5%
Entertainment	1.4%
Publishing	1.4%
Broadcasting	1.4%
Consumer Products	1.3%
Cable	1.3%
Machinery	1.2%

Real Estate	1.2%
Consumer Services	1.2%
Telecommunications	1.2%
Automotive	0.9%
Transportation	0.8%
Metals and Mining	0.5%
Environmental Services	0.4%
Home Furnishings	0.3%
Manufactured Housing and Recreational Vehicles	0.3%
Wireless Communications	0.2%
Educational Services	0.2%
Closed-End Funds	0.2%
Paper and Forest Products	0.1%
Communications Equipment	0.1%
Closed-End Business Development Company	0.0%
Aerospace	0.0%
Agriculture	0.0%
Other Assets and Liabilities (Net)	(0.1)%
	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. 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 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Small Cap Growth Fund

Schedule of Investments — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS — 84.4%
		Aerospace — 0.0%
	25,000	Embraer SA, ADR	$	430,623	$	811,750
	15,000	Exelis Inc.		135,825		235,650
	12,500	Innovative Solutions & Support Inc.		47,898		99,500
				614,346		1,146,900
		Agriculture — 0.0%
	329,975	Black Earth Farming Ltd., SDR†		680,485		354,276
	12,000	Cadiz Inc.†		93,950		61,320
	177,700	Ceres Inc.†		1,529,062		264,773
	3,000	The Mosaic Co.		63,893		129,060
				2,367,390		809,429
		Automotive — 0.9%
	735,080	Navistar International Corp.†		20,952,170		26,815,718
	12,000	PACCAR Inc.		471,506		667,920
				21,423,676		27,483,638
		Automotive: Parts and Accessories — 6.4%
	129,500	BorgWarner Inc.		1,436,796		13,130,005
	890,000	Brembo SpA		10,373,886		23,189,751
	90,022	China Automotive Systems Inc.†		463,870		672,464
	1,000,015	Dana Holding Corp.		7,045,474		22,840,343
	1,026,138	Federal-Mogul Corp.†		13,122,909		17,228,857
	684,000	Modine Manufacturing Co.†		8,515,290		10,006,920
	22,500	Monro Muffler Brake Inc.		152,114		1,046,025
	435,000	O’Reilly Automotive Inc.†		11,834,366		55,501,650
	100,000	Penske Automotive Group Inc.		1,476,842		4,273,000
	36,000	Puradyn Filter Technologies Inc.†		10,247		6,480
	195,000	SORL Auto Parts Inc.†		1,145,902		725,400
	80,375	Spartan Motors Inc.		388,580		487,876
	231,000	Standard Motor Products Inc.		1,913,710		7,428,960
	207,000	Strattec Security Corp.(a)		4,399,791		7,938,450
	400,000	Superior Industries International Inc.		6,650,124		7,132,000
	510,000	Tenneco Inc.†		5,099,490		25,755,000
	532,061	The Pep Boys - Manny, Moe & Jack†		5,756,097		6,634,801
	27,000	Thor Industries Inc.		250,194		1,567,080
	70,000	Wonder Auto Technology Inc.†		262,540		31,500
				80,298,222		205,596,562
		Aviation: Parts and Services — 3.5%
	25,000	AAR Corp.		302,990		683,250
	10,000	Astronics Corp.†		31,028		497,100
	5,812	Astronics Corp., Cl. B†		17,960		289,844

					Market
Shares			Cost		Value
	100	B/E Aerospace Inc.†	$	6,935	$	7,382
	2,500	Barnes Group Inc.		68,820		87,300
	5,000,000	BBA Aviation plc		13,331,465		24,688,362
	520,000	Curtiss-Wright Corp.		14,888,024		24,419,200
	44,000	Ducommun Inc.†		868,225		1,261,920
	1,225,095	GenCorp Inc.†		7,763,715		19,638,273
	833,877	Kaman Corp.		15,096,028		31,570,583
	85,000	Moog Inc., Cl. A†		703,065		4,986,950
	16,100	Moog Inc., Cl. B†		464,818		940,562
	68,000	Woodward Inc.		1,052,020		2,776,440
				54,595,093		111,847,166
		Broadcasting — 1.4%
	520,836	ACME Communications Inc.		532,873		36,459
	230,853	Beasley Broadcast Group Inc., Cl. A		1,324,247		2,006,113
	23,300	Cogeco Inc.		592,837		1,040,532
	400,000	Crown Media Holdings Inc., Cl. A†		1,489,737		1,232,000
	310,000	Gray Television Inc.†		935,016		2,433,500
	43,000	Gray Television Inc., Cl. A†		89,142		311,535
	87,000	Liberty Media Corp., Cl. A†		1,575,433		12,802,050
	455,000	LIN Media LLC, Cl. A†		7,052,500		9,231,950
	110,000	Pandora Media Inc.†		1,419,811		2,764,300
	550,354	Salem Communications Corp., Cl. A		2,192,559		4,556,931
	175,000	Sinclair Broadcast Group Inc., Cl. A		1,392,064		5,866,000
	450,000	Sirius XM Radio Inc.		219,282		1,741,500
				18,815,501		44,022,870
		Building and Construction — 3.1%
	65,000	Beazer Homes USA Inc.†		1,210,794		1,170,000
	295,000	D.R. Horton Inc.		3,487,621		5,731,850
	750,000	Hovnanian Enterprises Inc., Cl. A†		1,928,866		3,922,500
	200,000	KB Home		2,123,861		3,604,000
	428,000	Layne Christensen Co.†		10,771,182		8,542,880
	114,000	Lennar Corp., Cl. A		1,631,993		4,035,600
	320,009	Lennar Corp., Cl. B		7,605,393		9,168,258
	600,000	Louisiana-Pacific Corp.†		5,071,723		10,554,000
	170,000	MDC Holdings Inc.		4,403,790		5,101,700
	155,000	Meritage Homes Corp.†		3,454,885		6,657,250
	12,500	Nortek Inc.†		459,613		858,875
	2,800	NVR Inc.†		1,980,556		2,573,732
	345,000	PulteGroup Inc.		2,447,273		5,692,500
	200,000	Standard Pacific Corp.†		771,232		1,582,000
	143,015	Texas Industries Inc.†		4,697,629		9,483,325
	255,000	The Ryland Group Inc.		4,167,256		10,337,700
	380,000	Toll Brothers Inc.†		7,446,446		12,323,400
				63,660,113		101,339,570

See accompanying notes to financial statements.

5

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

						Market
Shares				Cost		Value
			COMMON STOCKS (Continued)
			Business Services — 4.4%
	40,000		ACCO Brands Corp.†	$	383,433	$	265,600
	115,000	��	Ascent Capital Group Inc., Cl. A†		2,922,487		9,271,300
	510,006		Clear Channel Outdoor Holdings Inc., Cl. A†		2,194,944		4,182,049
	388,100		Diebold Inc.		12,838,029		11,394,616
	550,000		Edgewater Technology Inc.†(a)		2,709,394		2,898,500
	380,000		Furmanite Corp.†		1,479,692		3,762,000
	110,000		GP Strategies Corp.†		915,343		2,884,200
	35,589		GSE Systems Inc.†		138,667		55,875
	355,000		Internap Network Services Corp.†		2,430,077		2,467,250
	22,000		Lamar Advertising Co., Cl. A†		196,856		1,034,660
	16,500		Landauer Inc.		425,722		845,625
	1,135,000		Live Nation Entertainment Inc.†		11,614,286		21,054,250
	275,000		Loomis AB, Cl. B		2,925,762		6,054,818
	196,000		Macquarie Infrastructure Co. LLC		2,829,518		10,493,840
	97,000		McGrath RentCorp		2,605,346		3,462,900
	125,000		ModusLink Global Solutions Inc.†		486,103		342,500
	10,000		Sealed Air Corp.		220,480		271,900
	120,000		Sohgo Security Services Co. Ltd.		1,459,559		2,396,460
	147,500		Stamps.com Inc.†		1,187,965		6,774,675
	560,000		Swisher Hygiene Inc.†		385,126		353,381
	405,007		The Brink’s Co.		10,028,164		11,461,698
	1,910,000		The Interpublic Group of Companies Inc.		13,286,999		32,813,800
	20,000		Tiger Media Inc.†		93,821		25,600
	33,050		TransAct Technologies Inc.		168,459		432,625
	10,072,500		Trans-Lux Corp.†(a)		3,956,179		2,518,125
	60,000		United Rentals Inc.†		380,572		3,497,400
	84,000		ValueClick Inc.†		1,083,047		1,751,400
					79,346,030		142,767,047
			Cable — 1.3%
	176,000		AMC Networks Inc., Cl. A†		2,124,059		12,052,480
	538,968		Cablevision Systems Corp., Cl. A		688,308		9,076,221
	10,000		Cogeco Cable Inc.		340,851		470,268
	232,000		DIRECTV†		5,764,499		13,862,000
	50,000		DISH Network Corp., Cl. A		968,420		2,250,500
	36,000		EchoStar Corp., Cl. A†		708,109		1,581,840
	8,800		Liberty Global plc, Cl. A†		211,413		698,280
	8,800		Liberty Global plc, Cl. C†		203,123		663,784
					11,008,782		40,655,373

					Market
Shares			Cost		Value
		Closed-End Business Development Company — 0.0%
	115,000	MVC Capital Inc.	$	1,305,912	$	1,501,900
		Closed-End Funds — 0.2%
	105,067	The Central Europe, Russia, and Turkey Fund Inc.		3,145,276		3,406,272
	34,905	The European Equity Fund Inc.		353,307		281,509
	57,977	The New Germany Fund Inc.		698,895		1,193,746
				4,197,478		4,881,527
		Communications Equipment — 0.1%
	150,071	Communications Systems Inc.		1,117,201		1,697,303
	500	IPG Photonics Corp.		31,282		28,155
	295,000	Sycamore Networks Inc.		498,478		141,600
				1,646,961		1,867,058
		Computer Software and Services — 2.4%
	310,000	Activision Blizzard Inc.		4,655,450		5,167,700
	320,000	EarthLink Inc.		2,438,884		1,584,000
	125,000	Electronic Arts Inc.†		2,391,504		3,193,750
	135,000	Emulex Corp.†		1,313,413		1,047,600
	440,000	FalconStor Software Inc.†		1,726,908		580,800
	1,000	FireEye Inc.†		20,000		41,530
	460,020	Global Sources Ltd.†		3,474,121		3,413,348
	60,077	Guidance Software Inc.†		541,417		544,898
	40,000	InterXion Holding NV†		630,985		889,600
	60,000	Mentor Graphics Corp.		720,436		1,402,200
	22,000	Mercury Systems Inc.†		410,105		219,780
	20,187	MKS Instruments Inc.		367,981		536,772
	440,000	NCR Corp.†		4,746,089		17,428,400
	65,000	Quantum Corp.†		204,798		89,700
	100,000	Rockwell Automation Inc.		2,731,906		10,694,000
	54,000	Stratasys Ltd.†		4,104,000		5,468,040
	299,500	Tyler Technologies Inc.†		1,333,221		26,197,265
				31,811,218		78,499,383
		Consumer Products — 1.3%
	270,000	1-800-FLOWERS.COM Inc., Cl. A†		1,228,113		1,331,100
	55,000	Brunswick Corp.		967,690		2,195,050
	33,500	Chofu Seisakusho Co. Ltd.		484,644		766,143
	58,500	Church & Dwight Co. Inc.		295,249		3,512,925
	12,000	Elizabeth Arden Inc.†		419,418		443,040
	2,000	Harley-Davidson Inc.		4,713		128,480
	25,012	Harman International Industries Inc.		1,083,712		1,656,545
	400,004	Marine Products Corp.		799,378		3,632,036
	10,000	National Presto Industries Inc.		300,897		704,100
	445,000	Sally Beauty Holdings Inc.†		2,951,051		11,641,200
	200,000	Samick Musical Instruments Co. Ltd.†		259,514		348,012

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	6,500	Steven Madden Ltd.†	$	36,466	$	349,895
	235,000	Stewart Enterprises Inc., Cl. A		1,311,459		3,087,900
	150,000	Swedish Match AB		2,992,162		5,293,541
	87,425	Syratech Corp.†		17,426		262
	24,000	The Scotts Miracle-Gro Co., Cl. A		710,286		1,320,720
	22,000	WD-40 Co.		606,916		1,427,800
	55,000	Wolverine World Wide Inc.		567,192		3,202,650
				15,036,286		41,041,399
		Consumer Services — 1.2%
	52,000	Bowlin Travel Centers Inc.†		52,442		71,500
	2,750	Collectors Universe Inc.		4,650		40,370
	20,000	IAC/InterActiveCorp.		221,743		1,093,400
	265,017	KAR Auction Services Inc.		3,573,437		7,476,130
	100,000	Liberty Interactive Corp., Cl. A†		1,749,861		2,347,000
	18,726	Liberty Ventures, Cl. A†		795,942		1,651,071
	180,000	Martha Stewart Living Omnimedia Inc., Cl. A†		952,155		414,000
	600,000	Rollins Inc.		2,281,581		15,906,000
	70,000	The ADT Corp.		1,686,019		2,846,200
	460,000	TiVo Inc.†		4,876,896		5,722,400
				16,194,726		37,568,071
		Diversified Industrial — 6.0%
	29,000	Acuity Brands Inc.		363,546		2,668,580
	30,000	Aegion Corp.†		561,304		711,900
	114,000	Albany International Corp., Cl. A		2,415,759		4,089,180
	204,000	Ampco-Pittsburgh Corp.		3,534,267		3,655,680
	6,000	Anixter International Inc.†		57,120		525,960
	3,000	Columbus McKinnon Corp.†		40,570		72,090
	397,000	Crane Co.		9,316,447		24,482,990
	3,000	ESCO Technologies Inc.		49,914		99,690
	17,000	Foster Wheeler AG†		32,976		447,780
	74,000	Greif Inc., Cl. A		757,714		3,628,220
	117,970	Greif Inc., Cl. B		5,709,954		6,281,903
	1,204,000	Griffon Corp.		13,203,675		15,098,160
	375,000	Handy & Harman Ltd.†		2,652,544		8,951,250
	15,000	Haynes International Inc.		738,665		679,950
	190,000	Jardine Strategic Holdings Ltd.		3,487,637		6,431,500
	400,000	Katy Industries Inc.†(a)		616,568		282,180
	87,500	Kaydon Corp.		2,922,621		3,108,000
	30,000	Key Technology Inc.†		483,654		416,700
	1,000	L.B. Foster Co., Cl. A		17,608		45,740
	40,000	Lawson Products Inc.†		532,135		412,400
	97,000	Lincoln Electric Holdings Inc.		2,614,310		6,462,140
	72,000	Lindsay Corp.		1,620,267		5,876,640

					Market
Shares			Cost		Value
	40,083	Lydall Inc.†	$	447,165	$	688,225
	81,000	Magnetek Inc.†		1,773,803		1,434,510
	32,000	Matthews International Corp., Cl. A		748,294		1,218,560
	473,273	Myers Industries Inc.		4,629,255		9,517,520
	138,000	Oil-Dri Corp. of America		1,510,309		4,656,120
	124,000	Olin Corp.		2,407,153		2,860,680
	304,000	Park-Ohio Holdings Corp.†		2,675,513		11,679,680
	19,000	Pentair Ltd.		727,134		1,233,860
	87,000	Precision Castparts Corp.		1,759,715		19,769,880
	62,000	Raven Industries Inc.		1,623,285		2,028,020
	32,000	Roper Industries Inc.		620,029		4,251,840
	260,033	Sevcon Inc.†(a)		1,552,527		1,261,160
	96,000	Sonoco Products Co.		2,940,089		3,738,240
	115,500	Standex International Corp.		2,765,273		6,860,700
	387,000	Textron Inc.		2,408,058		10,685,070
	390,023	Tredegar Corp.		6,611,601		10,140,598
	85,000	Trinity Industries Inc.		2,575,111		3,854,750
	147,000	Tyco International Ltd.		2,752,473		5,142,060
				92,256,042		195,450,106
		Educational Services — 0.2%
	60,000	Career Education Corp.†		484,149		165,600
	400,000	Corinthian Colleges Inc.†		2,167,339		876,000
	417,000	Universal Technical Institute Inc.		7,178,807		5,058,210
				9,830,295		6,099,810
		Electronics — 1.5%
	98,000	Badger Meter Inc.		2,797,399		4,557,000
	252,048	Bel Fuse Inc., Cl. A(a)		5,966,028		4,365,471
	20,000	CSR plc, ADR		293,600		658,600
	560,000	CTS Corp.		5,365,883		8,831,200
	375,000	Cypress Semiconductor Corp.		3,283,342		3,502,500
	40,000	Daktronics Inc.		362,126		447,600
	110,000	Gentex Corp.		2,666,319		2,814,900
	114,000	Greatbatch Inc.†		2,887,842		3,879,420
	20,000	IMAX Corp.†		158,565		604,800
	70,000	KEMET Corp.†		307,782		292,600
	110,000	Methode Electronics Inc.		951,012		3,080,000
	20,000	MOCON Inc.		290,913		273,600
	310,000	Park Electrochemical Corp.		7,329,771		8,881,500
	12,000	Pulse Electronics Corp.†		546,998		46,800
	118,000	Rofin-Sinar Technologies Inc.†		2,796,014		2,856,780
	185,000	Stoneridge Inc.†		1,506,975		1,999,850
	109,000	Zygo Corp.†		1,013,646		1,741,820
				38,524,215		48,834,441
		Energy and Utilities — 5.2%
	5,000	Atlas Resource Partners LP		95,819		104,700
	371,500	Black Hills Corp.		9,503,775		18,522,990

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities (Continued)
	70,000	Black Ridge Oil and Gas Inc.†	$	0	$	56,000
	100,000	Callon Petroleum Co.†		621,608		547,000
	35,000	Chesapeake Utilities Corp.		933,995		1,837,150
	8,000	Clean Energy Fuels Corp.†		121,214		102,240
	42,000	CMS Energy Corp.		221,307		1,105,440
	23,000	Connecticut Water Service Inc.		464,832		739,680
	6,000	Consolidated Water Co. Ltd.		80,818		89,820
	155,000	Covanta Holding Corp.		538,638		3,313,900
	13,000	Dawson Geophysical Co.†		365,597		422,110
	408,089	El Paso Electric Co.		5,933,161		13,630,173
	70,000	Energy Recovery Inc.†		301,631		507,500
	20,000	Gamesa Corporacion Tecnologica SA†		117,491		174,437
	190,000	Great Plains Energy Inc.		3,922,294		4,218,000
	98,000	Hawaiian Electric Industries Inc.		2,495,312		2,459,800
	70,000	Key Energy Services Inc.†		597,194		510,300
	45,000	Middlesex Water Co.		773,022		962,550
	65,000	National Fuel Gas Co.		3,483,943		4,469,400
	200,000	North Atlantic Drilling Ltd.		1,937,412		1,912,443
	100,000	NorthWestern Corp.		2,966,899		4,492,000
	80,000	Oceaneering International Inc.		1,366,984		6,499,200
	229,000	Otter Tail Corp.		5,094,778		6,320,400
	12,000	Patterson-UTI Energy Inc.		241,902		256,560
	1,190,000	PNM Resources Inc.		12,941,338		26,929,700
	132,000	Rowan Companies plc, Cl. A†		4,649,603		4,847,040
	2,370,129	RPC Inc.		3,583,935		36,665,896
	146,000	SJW Corp.		2,799,413		4,090,920
	185,000	Southwest Gas Corp.		4,313,295		9,250,000
	330,000	SunEdison Inc.†		1,355,447		2,630,100
	45,000	Tesoro Corp.		455,817		1,979,100
	37,063	The Laclede Group Inc.		1,431,334		1,667,835
	46,000	The York Water Co.		647,831		923,220
	15,000	Vestas Wind Systems A/S†		142,183		378,462
	220,000	Westar Energy Inc.		4,036,837		6,743,000
				78,536,659		169,359,066
		Entertainment — 1.4%
	90,000	Carmike Cinemas Inc.†		605,943		1,987,200
	30,000	Discovery Communications Inc., Cl. A†		409,648		2,532,600
	30,000	Discovery Communications Inc., Cl. C†		418,237		2,343,600
	347,850	Dover Motorsports Inc.		1,386,473		838,318
	32,000	International Speedway Corp., Cl. A		962,891		1,033,600
	6,200	International Speedway Corp., Cl. B		148,415		210,800
	7,000	Rovi Corp.†		99,660		134,190

					Market
Shares			Cost		Value
	90,000	Starz, Cl. A†	$	221,728	$	2,531,700
	360,000	Take-Two Interactive Software Inc.†		5,193,550		6,537,600
	270,000	The Madison Square Garden Co., Cl. A†		3,541,603		15,678,900
	260,000	Twenty-First Century Fox Inc., Cl. A		673,473		8,710,000
	180,000	Universal Entertainment Corp.		2,597,230		3,829,086
	22,000	World Wrestling Entertainment Inc., Cl. A		201,106		223,740
				16,459,957		46,591,334
		Environmental Services — 0.4%
	18,248	Ceco Environmental Corp.		240,403		256,932
	400,000	Republic Services Inc.		5,798,456		13,344,000
				6,038,859		13,600,932
		Equipment and Supplies — 8.2%
	44,000	A.O. Smith Corp.		328,585		1,988,800
	539,000	AMETEK Inc.		1,018,107		24,804,780
	40,000	AZZ Inc.		1,262,250		1,674,400
	18,000	Belden Inc.		208,890		1,152,900
	52,000	Capstone Turbine Corp.†		99,800		61,360
	548,000	CIRCOR International Inc.		15,249,641		34,074,640
	221,000	CLARCOR Inc.		1,338,826		12,272,130
	330,000	Core Molding Technologies Inc.†		654,777		3,161,400
	167,000	Crown Holdings Inc.†		674,926		7,060,760
	4,000	Danaher Corp.		34,106		277,280
	180,000	Donaldson Co. Inc.		1,558,860		6,863,400
	220,000	Entegris Inc.†		1,259,906		2,233,000
	750,000	Federal Signal Corp.†		4,742,153		9,652,500
	288,000	Flowserve Corp.		2,418,287		17,968,320
	310,000	Franklin Electric Co. Inc.		1,429,429		12,214,000
	222,000	Gerber Scientific Inc., Escrow†		0		2,220
	190,042	Graco Inc.		4,662,131		14,074,511
	1,117,000	GrafTech International Ltd.†		13,389,798		9,438,650
	100,000	IDEX Corp.		765,938		6,525,000
	520,000	Interpump Group SpA		3,101,642		5,652,480
	52,000	Itron Inc.†		2,232,271		2,227,160
	10,500	Jarden Corp.†		115,037		508,200
	40,000	Littelfuse Inc.		758,367		3,128,800
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		709,497
	6,000	Mine Safety Appliances Co.		179,592		309,660
	30,000	Minerals Technologies Inc.		1,102,042		1,481,100
	140,002	Mueller Industries Inc.		6,098,272		7,793,911
	240,000	Mueller Water Products Inc., Cl. A		1,447,179		1,917,600
	10,000	Plantronics Inc.		262,977		460,500
	2,000	Regal-Beloit Corp.		59,351		135,860

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Equipment and Supplies (Continued)
	93,032	SL Industries Inc.	$	1,274,561	$	2,274,632
	5,000	Teleflex Inc.		76,167		411,400
	300,000	Tennant Co.		6,160,189		18,600,000
	665,000	The Gorman-Rupp Co.		13,671,070		26,679,800
	180,000	The Greenbrier Companies Inc.†		2,723,774		4,451,400
	262,052	The L.S. Starrett Co., Cl. A		3,263,481		2,882,572
	100,000	The Manitowoc Co. Inc.		666,995		1,958,000
	25,200	The Middleby Corp.†		1,126,121		5,264,532
	24,400	The Toro Co.		859,601		1,326,140
	8,000	Valmont Industries Inc.		176,298		1,111,280
	135,005	Vicor Corp.†		1,214,760		1,104,341
	7,875	Watsco Inc., Cl. B		23,627		745,290
	155,000	Watts Water Technologies Inc., Cl. A		3,553,514		8,737,350
				101,602,907		265,371,556
		Financial Services — 4.2%
	10,500	Alleghany Corp.†		1,739,381		4,301,325
	24,200	Argo Group International Holdings Ltd.		724,275		1,037,696
	305,000	BBCN Bancorp Inc.		3,424,494		4,196,800
	10,121	BCB Holdings Ltd.†		21,770		2,663
	118,000	BKF Capital Group Inc.†		495,818		132,750
	30,000	Blackhawk Network Holdings Inc.†		737,444		720,900
	35,000	Calamos Asset Management Inc., Cl. A		395,264		349,650
	12,500	Capitol Federal Financial Inc.		125,000		155,375
	22,000	Crazy Woman Creek Bancorp Inc.†		343,564		243,650
	183,000	Energy Transfer Equity LP		2,827,780		12,037,740
	9,162	Fidelity Southern Corp.		53,096		140,545
	280,000	First Niagara Financial Group Inc.		3,647,333		2,903,600
	65,000	FirstMerit Corp.		1,077,300		1,411,150
	291,000	Flushing Financial Corp.		4,635,436		5,368,950
	170,100	Fortress Investment Group LLC, Cl. A		892,762		1,350,594
	1,083,300	GAM Holding AG		13,708,995		19,585,288
	53,000	Hudson Valley Holding Corp.		1,022,300		995,340
	1,071,000	Janus Capital Group Inc.		10,549,099		9,114,210
	750,072	KKR & Co. LP		5,438,228		15,436,482
	180,000	Legg Mason Inc.		4,080,240		6,019,200
	21,000	M&T Bank Corp.		1,813,109		2,350,320
	2,000	Manning & Napier Inc.		26,519		33,360
	60,024	Medallion Financial Corp.		463,920		893,157
	250,000	Och-Ziff Capital Management Group LLC, Cl. A		1,997,164		2,747,500
	165,000	Oritani Financial Corp.		1,685,540		2,715,900
	32,000	PrivateBancorp Inc.		541,949		684,800

						Market
Shares			Cost			Value
	199,000	Steel Excel Inc.†	$	5,322,428		$	5,842,640
	275,000	Sterling Bancorp		3,903,038			3,775,750
	30,000	Stifel Financial Corp.†		1,235,264			1,236,600
	427,020	SWS Group Inc.†		4,499,056			2,382,772
	10,000	T. Rowe Price Group Inc.		270,786			719,300
	150,000	The Charles Schwab Corp.		2,404,087			3,171,000
	10,000	Universal American Corp.		89,364			76,200
	4,500	Value Line Inc.		107,462			39,735
	410,000	Waddell & Reed Financial Inc., Cl. A		7,656,587			21,106,800
	10,121	Waterloo Investment Holdings Ltd.†		1,390			655
	572,600	Wright Investors’ Service Holdings Inc.†		1,177,668			1,216,775
				89,134,910			134,497,172
		Food and Beverage — 6.9%
	400	Annie’s Inc.†		7,600			19,640
	580,000	Arca Continental SAB de CV		1,141,603			3,611,291
	585,000	Boulder Brands Inc.†		3,809,777			9,383,400
	57,150	Brown-Forman Corp., Cl. A		1,115,861			3,782,187
	7,500	Brown-Forman Corp., Cl. B		144,052			510,975
	220,000	Bull-Dog Sauce Co. Ltd.		479,963			396,154
	5,100,000	China Tontine Wines Group Ltd.†		989,232			213,708
	115,010	Crimson Wine Group Ltd.†		1,041,866			1,098,345
	1,100,000	Davide Campari - Milano SpA		6,022,895			9,538,949
	155,000	Dean Foods Co.†		2,263,978			2,991,500
	365,400	Denny’s Corp.†		1,008,852			2,236,248
	270,000	Diamond Foods Inc.†		5,635,173			6,366,600
	326,000	Dr Pepper Snapple Group Inc.		6,664,752			14,611,320
	3,500,000	Dynasty Fine Wines Group Ltd.†		1,246,520			649,828
	55,000	Farmer Brothers Co.†		711,242			828,300
	510,000	Flowers Foods Inc.		1,250,571			10,934,400
	33,000	Green Mountain Coffee Roasters Inc.†		910,942	��		2,485,890
	206,000	Ingredion Inc.		4,411,472			13,631,020
	160,000	ITO EN Ltd.		3,301,726			3,631,517
	23,500	J & J Snack Foods Corp.		531,096			1,896,920
	1,325,000	Kikkoman Corp.		14,057,979			24,196,297
	245,000	Lifeway Foods Inc.		2,476,636			3,309,950
	3,000	MEIJI Holdings Co. Ltd.		117,526			163,894
	70,000	MGP Ingredients Inc.		331,262			366,800
	450,000	Morinaga Milk Industry Co. Ltd.		1,808,850			1,419,197
	85,000	NISSIN FOODS HOLDINGS CO. LTD.		2,907,986			3,484,918
	30,000	Nutrisystem Inc.		382,707			431,400
	4,000,000	Parmalat SpA		11,428,716			13,398,631
	45,000	Post Holdings Inc.†		1,001,788			1,816,650

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	162,000	Rock Field Co. Ltd.	$	2,539,700	$	3,203,907
	585,636	Snyders-Lance Inc.		12,198,552		16,895,599
	42,600	The Boston Beer Co. Inc., Cl. A†		818,946		10,403,346
	228,000	The Hain Celestial Group Inc.†		3,984,418		17,583,360
	66,000	The J.M. Smucker Co.		1,599,230		6,932,640
	700,000	Tingyi (Cayman Islands) Holding Corp.		1,792,917		1,854,717
	306,000	Tootsie Roll Industries Inc.		6,235,019		9,430,920
	90,000	United Natural Foods Inc.†		2,545,822		6,049,800
	7,000	Vina Concha Y Toro SA, ADR		240,329		257,600
	1,200,000	Vitasoy International Holdings Ltd.		739,370		1,514,718
	185,773	WhiteWave Foods Co., Cl. A†		2,438,410		3,709,887
	20,000	Willamette Valley Vineyards Inc.†		73,225		108,200
	153,000	Yakult Honsha Co. Ltd.		3,829,281		7,650,389
				116,237,842		223,001,012
		Health Care — 4.6%
	30,000	Alere Inc.†		554,733		917,100
	37,000	Align Technology Inc.†		289,663		1,780,440
	100,000	Allergan Inc.		1,964,408		9,045,000
	110,000	AngioDynamics Inc.†		1,391,149		1,452,000
	8,000	Anika Therapeutics Inc.†		76,123		191,680
	160,000	ArthroCare Corp.†		3,219,138		5,692,800
	45,225	Biolase Inc.†		47,357		86,380
	12,099	Bio-Rad Laboratories Inc., Cl. A†		838,694		1,422,358
	88,000	Bio-Reference Laboratories Inc.†		1,917,610		2,629,440
	18,000	Bruker Corp.†		164,974		371,700
	219,006	Cantel Medical Corp.		2,541,859		6,975,341
	222,000	Cepheid Inc.†		3,001,918		8,666,880
	184,000	Chemed Corp.		4,974,482		13,156,000
	65,000	CONMED Corp.		1,684,549		2,209,350
	376,000	Cutera Inc.†		3,995,949		3,346,400
	15,000	Cynosure Inc., Cl. A†		353,951		342,150
	96,000	DexCom Inc.†		962,427		2,710,080
	28,000	DGT Holdings Corp.†		330,269		352,800
	210,024	Exactech Inc.†		3,283,169		4,231,984
	522,000	Gentiva Health Services Inc.†		6,506,583		6,284,880
	43,000	Henry Schein Inc.†		844,050		4,459,100
	7,000	Heska Corp.		66,328		41,930
	44,000	ICU Medical Inc.†		1,989,124		2,988,920
	100,000	Lexicon Pharmaceuticals Inc.†		195,732		237,000
	42,000	Life Technologies Corp.†		1,070,187		3,142,860
	191,000	MAKO Surgical Corp.†		4,297,393		5,636,410
	29,000	Meridian Bioscience Inc.		547,819		685,850

					Market
Shares			Cost		Value
	39,500	MWI Veterinary Supply Inc.†	$	957,165	$	5,899,720
	8,000	Neogen Corp.†		195,096		485,760
	50,000	Nordion Inc.†		369,385		431,500
	60,000	NuVasive Inc.†		1,298,364		1,469,400
	105,000	Opko Health Inc.†		284,862		925,050
	70,000	Orthofix International NV†		1,141,374		1,460,200
	55,000	Owens & Minor Inc.		945,161		1,902,450
	265,000	Pain Therapeutics Inc.		1,131,663		720,800
	15,000	Patterson Companies Inc.		506,907		603,000
	636,000	Quidel Corp.†		7,144,104		18,062,400
	10,000	Rhoen Klinikum AG		199,650		256,974
	224,000	Rochester Medical Corp.†		2,574,265		4,471,040
	210,000	RTI Surgical Inc.†		1,057,768		785,400
	950,000	Sorin SpA†		2,406,255		2,570,416
	54,084	STERIS Corp.		1,726,476		2,323,449
	2,300	Straumann Holding AG		206,988		417,858
	3,000	Stryker Corp.		142,188		202,770
	14,000	Syneron Medical Ltd.†		116,750		120,680
	6,500	Techne Corp.		445,248		520,390
	34,500	The Cooper Companies Inc.		1,323,598		4,474,305
	46,500	United-Guardian Inc.		421,054		1,179,240
	75,000	Vascular Solutions Inc.†		573,743		1,260,000
	390,000	Wright Medical Group Inc.†		6,239,716		10,171,200
				78,517,418		149,770,835
		Home Furnishings — 0.3%
	145,000	Bassett Furniture Industries Inc.		1,287,183		2,347,550
	42,500	Bed Bath & Beyond Inc.†		1,113,189		3,287,800
	78,802	Blyth Inc.		1,538,231		1,089,832
	160,000	La-Z-Boy Inc.		2,880,101		3,633,600
				6,818,704		10,358,782
		Hotels and Gaming — 2.7%
	389,538	Boyd Gaming Corp.†		2,937,358		5,511,963
	110,000	Canterbury Park Holding Corp.		1,120,504		1,251,250
	228,637	Churchill Downs Inc.		9,342,329		19,781,673
	135,000	Dover Downs Gaming & Entertainment Inc.		802,305		183,600
	500,000	Genting Singapore plc.		514,712		571,918
	18,000	Home Inns & Hotels Management Inc., ADR†		343,247		597,600
	87,000	Lakes Entertainment Inc.†		388,784		360,180
	174,000	Las Vegas Sands Corp.		1,035,304		11,557,080
	2,000,000	Mandarin Oriental International Ltd.		2,854,177		3,240,000
	100,000	Morgans Hotel Group Co.†		719,616		769,000
	148,000	Orient-Express Hotels Ltd., Cl. A†		1,759,901		1,921,040
	75,000	Penn National Gaming Inc.†		1,122,844		4,152,000
	400,000	Pinnacle Entertainment Inc.†		3,285,549		10,020,000

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Hotels and Gaming (Continued)
	460,494	Ryman Hospitality Properties Inc.	$	11,727,682	$	15,891,648
	2,600,000	The Hongkong & Shanghai Hotels Ltd.		2,690,035		3,928,880
	346,591	The Marcus Corp.		4,334,335		5,035,967
	24,000	Wynn Resorts Ltd.		199,481		3,792,240
				45,178,163		88,566,039
		Machinery — 1.2%
	185,059	Astec Industries Inc.		6,210,110		6,654,722
	1,680,492	CNH Industrial NV†		5,637,413		21,006,150
	23,000	Global Power Equipment Group Inc.		478,427		462,530
	69,000	Kennametal Inc.		2,010,829		3,146,400
	6,000	Nordson Corp.		107,171		441,780
	136,000	Twin Disc Inc.		3,079,957		3,553,680
	110,000	Zebra Technologies Corp., Cl. A†		2,213,349		5,008,300
				19,737,256		40,273,562
		Manufactured Housing and Recreational Vehicles — 0.3%
	82,000	Cavco Industries Inc.†		1,886,364		4,669,900
	15,000	Drew Industries Inc.		255,948		683,100
	42,000	Nobility Homes Inc.†		500,123		388,500
	10,000	Polaris Industries Inc.		539,231		1,291,800
	208,861	Skyline Corp.†		4,126,036		1,038,039
	58,000	Winnebago Industries Inc.†		685,542		1,505,680
				7,993,244		9,577,019
		Metals and Mining — 0.5%
	52,003	Barrick Gold Corp.		1,522,648		968,296
	245,000	Century Aluminum Co.†		2,967,388		1,972,250
	16,200	First Quantum Minerals Ltd.		309,773		301,651
	45,000	Ivanhoe Mines Ltd.†		117,783		96,986
	140,000	Kinross Gold Corp.		962,642		707,000
	200,000	Lynas Corp Ltd.†		184,524		74,632
	348,000	Materion Corp.		7,896,679		11,156,880
	85,000	Molycorp Inc.†		1,471,018		557,600
	52,100	Stillwater Mining Co.†		477,514		573,621
	125,000	Turquoise Hill Resources Ltd.†		1,554,856		552,500
	15,000	Yamana Gold Inc.		50,671		156,000
				17,515,496		17,117,416
		Paper and Forest Products — 0.1%
	18,000	Schweitzer-Mauduit International Inc.		396,901		1,089,540
	223,500	Wausau Paper Corp.		2,114,331		2,903,265
				2,511,232		3,992,805
		Publishing — 1.4%
	65,000	Belo Corp., Cl. A		157,232		890,500

					Market
Shares			Cost		Value
	80,000	Cambium Learning Group Inc.†	$	261,134	$	123,200
	980,000	Il Sole 24 Ore SpA†		1,563,750		723,883
	12,000	John Wiley & Sons Inc., Cl. B		46,500		573,120
	1,095,000	Journal Communications Inc., Cl. A†		5,475,453		9,362,250
	1,620,000	Media General Inc., Cl. A†(a)		8,191,413		23,101,200
	45,000	Meredith Corp.		1,246,283		2,142,900
	65,000	News Corp., Cl. A†		91,837		1,043,900
	405,000	The E.W. Scripps Co., Cl. A†		2,634,168		7,431,750
				19,667,770		45,392,703
		Real Estate — 1.2%
	36,320	Capital Properties Inc., Cl. A		419,855		309,628
	156,000	Cohen & Steers Inc.		3,685,154		5,508,360
	203,850	Griffin Land & Nurseries Inc.		3,172,580		6,543,585
	8,400	Gyrodyne Co. of America Inc.		181,040		629,160
	105,000	Morguard Corp.		1,338,795		11,364,934
	75,091	Tejon Ranch Co.†		2,149,986		2,315,806
	590,000	The St. Joe Co.†		11,365,338		11,575,800
				22,312,748		38,247,273
		Retail — 5.8%
	270,000	Aaron’s Inc.†		1,631,612		7,479,000
	200,000	AutoNation Inc.†		3,399,442		10,434,000
	56,000	Barnes & Noble Inc.†		744,895		724,640
	18,000	Best Buy Co. Inc.		439,636		675,000
	170,000	Big 5 Sporting Goods Corp.		2,285,759		2,733,600
	28,283	Biglari Holdings Inc.†		7,349,199		11,671,546
	349,000	Casey’s General Stores Inc.		12,714,657		25,651,500
	75,000	Coldwater Creek Inc.†		709,364		129,000
	82,000	Copart Inc.†		1,407,742		2,606,780
	1,000	Cracker Barrel Old Country Store Inc.		59,645		103,240
	90,000	CST Brands Inc.		2,903,500		2,682,000
	124,000	Dominion Diamond Corp.†		1,806,407		1,511,560
	2,500	Dunkin’ Brands Group Inc.		47,500		113,150
	2,000	GNC Holdings Inc., Cl. A		82,712		109,260
	108,000	HSN Inc.		3,197,489		5,790,960
	662,551	Ingles Markets Inc., Cl. A		10,922,963		19,035,090
	625,000	J.C. Penney Co. Inc.†		8,618,262		5,512,500
	380,000	Krispy Kreme Doughnuts Inc.†		2,420,097		7,349,200
	180,000	Macy’s Inc.		2,590,692		7,788,600
	58,000	Movado Group Inc.		756,058		2,537,500
	70,000	Murphy USA Inc.†		2,688,347		2,827,300
	155,000	Nathan’s Famous Inc.†		2,258,524		8,180,900
	13,000	Outerwall Inc.†		717,980		649,870
	500,000	Pier 1 Imports Inc.		5,471,047		9,760,000
	45,000	Regis Corp.		897,844		660,600
	300,000	Rush Enterprises Inc., Cl. B†		3,438,009		6,831,000
	3,000	Sprouts Farmers Market Inc.†		54,000		133,170

See accompanying notes to financial statements.

11

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Retail (Continued)
	350,000	The Bon-Ton Stores Inc.	$	2,656,422	$	3,692,500
	380,000	The Cheesecake Factory Inc.		10,341,163		16,701,000
	165,000	The Wendy’s Co.		1,329,631		1,399,200
	256,000	Tractor Supply Co.		2,329,721		17,195,520
	36,000	Village Super Market Inc., Cl. A		899,231		1,368,720
	2,500	Vitamin Shoppe, Inc.†		122,210		109,375
	56,000	Weis Markets Inc.		1,772,705		2,740,640
	300	Winmark Corp.		21,919		22,113
				99,086,384		186,910,034
		Specialty Chemicals — 3.9%
	52,000	A. Schulman Inc.		1,103,761		1,531,920
	19,000	Airgas Inc.		547,423		2,014,950
	80,000	Albemarle Corp.		1,244,700		5,035,200
	69,000	Ashland Inc.		1,115,171		6,381,120
	345,000	Chemtura Corp.†		5,243,175		7,931,550
	12,000	Cytec Industries Inc.		358,846		976,320
	2,270,100	Ferro Corp.†		15,076,816		20,680,611
	314,000	H.B. Fuller Co.		4,142,113		14,189,660
	9,000	Hawkins Inc.		135,158		339,660
	1,236,000	Huntsman Corp.		9,286,502		25,473,960
	80,000	Material Sciences Corp.†		465,412		750,400
	25,000	NewMarket Corp.		2,623,877		7,197,750
	300,000	OMNOVA Solutions Inc.†		574,864		2,565,000
	70,000	Penford Corp.†		758,592		1,002,400
	13,000	Quaker Chemical Corp.		214,482		949,650
	100,000	Rockwood Holdings Inc.		1,867,175		6,690,000
	255,000	Sensient Technologies Corp.		5,194,615		12,211,950
	600,000	Zep Inc.		8,328,433		9,756,000
				58,281,115		125,678,101
		Telecommunications — 1.2%
	53,000	Atlantic Tele-Network Inc.		1,320,085		2,762,890
	2,000,000	Cincinnati Bell Inc.†		6,463,021		5,440,000
	6,795	Community Service Communications Inc.		0		4,131
	110,000	HickoryTech Corp.		949,514		1,251,800
	6,000	IDT Corp., Cl. B		57,867		106,500
	211,525	Ixia†		3,418,952		3,314,597
	33,000	Loral Space & Communications Inc.		1,276,558		2,235,090
	129,000	New ULM Telecom Inc.		1,212,089		835,275
	10,000	Primus Telecommunications Group Inc.		122,384		33,900
	115,000	Rogers Communications Inc., Cl. B		555,319		4,946,150
	116,005	Shenandoah Telecommunications Co.		982,995		2,795,721
	392,616	Sprint Corp.†		2,226,133		2,438,145

						Market
Shares				Cost		Value
	3,000		Straight Path Communications Inc., Cl. B†	$	10,212	$	15,780
	37,584		Verizon Communications Inc.		846,702		1,753,669
	815,000		VimpelCom Ltd., ADR		2,480,014		9,576,250
					21,921,845		37,509,898
			Transportation — 0.8%
	474,726		GATX Corp.		14,438,439		22,558,980
	2,000	(b)	Irish Continental Group plc		14,688		67,913
	200		Navigator Holdings Ltd.†		6,460		10,350
	133,000		Providence and Worcester Railroad Co.		1,888,133		2,682,610
					16,347,720		25,319,853
			Wireless Communications — 0.2%
	2,000,000		Cable & Wireless Communications plc		1,191,254		1,283,147
	200,000		Leap Wireless International Inc.†		3,225,545		3,158,000
	26,000		Millicom International Cellular SA, SDR		1,996,576		2,295,891
					6,413,375		6,737,038
			TOTAL COMMON STOCKS		1,373,245,890		2,729,284,680
			PREFERRED STOCKS — 0.1%
			Automotive: Parts and Accessories — 0.1%
	48,000		Jungheinrich AG		990,268		2,803,647
			RIGHTS — 0.1%
			Health Care — 0.1%
	850,000		Sanofi, CVR, expire 12/31/20†		1,751,817		1,717,000
			WARRANTS — 0.0%
			Automotive: Parts and Accessories — 0.0%
	4,531		Federal-Mogul Corp., expire 12/27/14†		87,687		95
			Real Estate — 0.0%
	11,091		Tejon Ranch Co., expire 08/31/16†		66,495		30,611
			TOTAL WARRANTS		154,182		30,706
Principal
Amount
			CORPORATE BONDS — 0.0%
			Real Estate — 0.0%
$	65,376		Capital Properties Inc., 5.000%, 12/31/22		65,376		65,376

See accompanying notes to financial statements.

12

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2013

Principal					Market
Amount			Cost		Value
		U.S. GOVERNMENT OBLIGATIONS — 15.5%
	$502,294,000	U.S. Treasury Bills,
		0.005% to 0.100%††,
		10/03/13 to 04/03/14	$	502,228,518	$	502,275,644
		TOTAL INVESTMENTS — 100.1%	$	1,878,436,051		3,236,177,053
		Other Assets and Liabilities (Net) — (0.1)%				(4,234,363	)
		NET ASSETS — 100.0%			$	3,231,942,690

(a) Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.

(b) Denoted in units.

† Non-income producing security.

†† Represents annualized yield at date of purchase.

ADR American Depositary Receipt

CVR Contingent Value Right

SDR Swedish Depositary Receipt

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Statement of Assets and Liabilities

September 30, 2013

Assets:
Investments, at value (cost $1,851,044,151)	$3,193,811,967
Investments in affiliates, at value (cost $27,391,900)	42,365,086
Cash	4,805,065
Receivable for Fund shares sold	7,522,474
Receivable for investments sold	549,164
Dividends and interest receivable	1,890,384
Prepaid expenses	71,265
Total Assets	3,251,015,405
Liabilities:
Payable for investments purchased	11,544,340
Payable for Fund shares redeemed	3,663,639
Payable for investment advisory fees	2,582,292
Payable for distribution fees	644,639
Payable for accounting fees	3,750
Other accrued expenses	634,055
Total Liabilities	19,072,715
Net Assets (applicable to 70,743,245 shares outstanding)	$3,231,942,690
Net Assets Consist of:
Paid-in capital	$1,794,763,831
Net investment loss	(6,177,961)
Accumulated net realized gain on investments, futures contracts, and foreign currency transactions	85,614,174
Net unrealized appreciation on investments	1,357,741,002
Net unrealized appreciation on foreign currency translations	1,644
Net Assets	$3,231,942,690
Shares of Capital Stock, each at $0.001 par value:

Class AAA:
Net Asset Value, offering, and redemption price per share ($2,171,212,722 ÷ 47,390,193 shares outstanding; 150,000,000 shares authorized)	$45.82
Class A:
Net Asset Value and redemption price per share ($305,616,820 ÷ 6,673,055 shares outstanding; 50,000,000 shares authorized)	$45.80
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$48.59
Class C:
Net Asset Value and offering price per share ($186,540,387 ÷ 4,396,243 shares outstanding; 50,000,000 shares authorized)	$42.43	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($568,572,761 ÷ 12,283,754 shares outstanding; 50,000,000 shares authorized)	$46.29

Statement of Operations

For the Year Ended September 30, 2013

Investment Income:
Dividends - unaffiliated (net of foreign withholding taxes of $1,102,674)	$	48,295,732
Dividends - affiliated		142,557
Interest		165,634
Total Investment Income		48,603,923
Expenses:
Investment advisory fees		25,964,243
Distribution fees - Class AAA		4,509,992
Distribution fees - Class A		559,500
Distribution fees - Class C		1,348,668
Shareholder services fees		2,448,729
Shareholder communication expenses		512,523
Custodian fees		298,108
Registration expenses		114,370
Legal and audit fees		98,181
Directors’ fees		95,599
Accounting fees		45,000
Interest expense		9,915
Miscellaneous expenses		135,260
Total Expenses		36,140,088
Less:
Advisory fee reduction on unsupervised assets (Note 3)		(79,382	)
Custodian fee credits		(361	)
Total Reductions and Credits		(79,743	)
Net Expenses		36,060,345
Net Investment Income		12,543,578
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency:
Net realized gain on investments - unaffiliated		107,357,679
Net realized loss on investments - affiliated		(174,237	)
Net realized gain on futures contracts		86,310
Net realized loss on foreign currency transactions		(30,031	)
Net realized gain on investments, futures contracts, and foreign currency transactions		107,239,721
Net change in unrealized appreciation/depreciation:
on investments		587,702,980
on foreign currency translations		1,732
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		587,704,712
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency		694,944,433
Net Increase in Net Assets Resulting from Operations	$	707,488,011

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

See accompanying notes to financial statements.

14

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment income/(loss)		$	12,543,578			$	(1,675,321	)
Net realized gain on investments, futures contracts, and foreign currency transactions			107,239,721				38,768,816
Net change in unrealized appreciation on investments and foreign currency translations			587,704,712				443,952,656
Net Increase in Net Assets Resulting from Operations			707,488,011				481,046,151
Distributions to Shareholders:
Net investment income
Class AAA			(10,780,896	)			—
Class A			(1,263,153	)			—
Class I			(4,204,003	)			—
			(16,248,052	)			—
Net realized gain
Class AAA			(35,142,355	)			(39,324,963	)
Class A			(3,923,350	)			(3,747,019	)
Class B*			—				(466	)
Class C			(2,560,469	)			(2,264,720	)
Class I			(7,900,812	)			(3,844,897	)
			(49,526,986	)			(49,182,065	)
Total Distributions to Shareholders			(65,775,038	)			(49,182,065	)
Capital Share Transactions:
Class AAA			189,362,947				(346,040,497	)
Class A			80,344,935				(8,551,679	)
Class B*			—				(19,608	)
Class C			51,376,747				2,774,402
Class I			116,738,688				142,406,478
Net Increase/(Decrease) in Net Assets from Capital Share Transactions			437,823,317				(209,430,904	)
Redemption Fees			23,251				720
Net Increase in Net Assets			1,079,559,541				222,433,902
Net Assets:
Beginning of year			2,152,383,149				1,929,949,247
End of year (including undistributed net investment income of $0 and $0, respectively)		$	3,231,942,690			$	2,152,383,149

* Class B Shares were liquidated on July 3, 2012.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund

Financial Highlights

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

			Income (Loss) from Investment Operations									Distributions																	Ratio to Average Net Assets/ Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Period		Net Investment Income (Loss) (a)(b)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Net Investments Income			Net Realized Gain on Investments			Total Distributions			Redemption Fees (b)(c)		Net Asset Value, End of Period		Total Return †		Net Assets End of Period (in 000’s)		Net Investment Income (Loss) (a)		Operating Expenses (d)		Portfolio Turnover Rate
Class AAA
2013	$	35.84	$	0.20		$	10.87		$	11.07		$	(0.25	)	$	(0.84	)	$	(1.09	)	$	0.00	$	45.82		31.82%	$	2,171,213		0.50%		1.39%		5%
2012		29.16		(0.03	)		7.46			7.43			—			(0.75	)		(0.75	)		0.00		35.84		25.98		1,535,477		(0.09)		1.41		7
2011		29.97		(0.10	)		(0.71	)		(0.81	)		—			—			—			0.00		29.16		(2.70)		1,539,100		(0.30)		1.42		14
2010		25.81		(0.06	)		4.22			4.16			—			—			—			0.00		29.97		16.12		1,435,780		(0.23)		1.44		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		25
Class A
2013	$	35.84	$	0.17		$	10.89		$	11.06		$	(0.26	)	$	(0.84	)	$	(1.10	)	$	0.00	$	45.80		31.80%	$	305,617		0.43%		1.39%		5%
2012		29.15		(0.03	)		7.47			7.44			—			(0.75	)		(0.75	)		0.00		35.84		26.02		169,823		(0.08)		1.41		7
2011		29.96		(0.10	)		(0.71	)		(0.81	)		—			—			—			0.00		29.15		(2.70)		145,049		(0.31)		1.42		14
2010		25.81		(0.06	)		4.21			4.15			—			—			—			0.00		29.96		16.08		115,265		(0.22)		1.44		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		25
Class C
2013	$	33.27	$	(0.12	)	$	10.12		$	10.00			—		$	(0.84	)	$	(0.84	)	$	0.00	$	42.43		30.80%	$	186,540		(0.32)%		2.14%		5%
2012		27.31		(0.26	)		6.97			6.71			—			(0.75	)		(0.75	)		0.00		33.27		25.08		102,214		(0.83)		2.16		7
2011		28.28		(0.34	)		(0.63	)		(0.97	)		—			—			—			0.00		27.31		(3.43)		81,289		(1.05)		2.17		14
2010		24.54		(0.25	)		3.99			3.74			—			—			—			0.00		28.28		15.24		64,830		(0.98)		2.19		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		25
Class I
2013	$	36.29	$	0.29		$	10.99		$	11.28		$	(0.44	)	$	(0.84	)	$	(1.28	)	$	0.00	$	46.29		32.14%	$	568,573		0.71%		1.14%		5%
2012		29.44		0.08			7.52			7.60			—			(0.75	)		(0.75	)		0.00		36.29		26.31		344,869		0.24		1.16		7
2011		30.18		(0.02	)		(0.72	)		(0.74	)		—			—			—			0.00		29.44		(2.45)		164,494		(0.05)		1.17		14
2010		25.93		0.01			4.24			4.25			—			—			—			0.00		30.18		16.39		135,112		0.02		1.19		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		25

† 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.

(a) Due to capital share activity throughout the period, net investment income (loss) per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.

(b) Per share amounts have been calculated using the average shares outstanding method.

(c) Amount represents less than $0.005 per share.

(d) The ratios do not include a reduction of advisory fee on unsupervised assets for the years ended September 30, 2013, 2012, 2011, 2010, and 2009. Including such advisory fee reduction on unsupervised assets, the ratios of operating expenses to average net assets would have been 1.39%, 1.40%, 1.41%, 1.42%, and 1.47% (Class AAA and Class A), 2.14%, 2.15%, 2.16%, 2.17%, and 2.22% (Class C), and 1.14%, 1.15%, 1.16%, 1.17%, and 1.22% (Class I), respectively.

See accompanying notes to financial statements.

16

The Gabelli Small Cap Growth Fund

Notes to Financial Statements

1. Organization. The Gabelli Small Cap Growth Fund, a series of the Gabelli Equity Series Funds, Inc. (the “Corporation”), was incorporated on July 25, 1991 in Maryland. 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 of the Corporation. The Fund seeks to provide a high level of capital appreciation. Gabelli Funds, LLC (the “Adviser”) currently characterizes small capitalization companies for the Fund as those with total common stock market values of $3 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 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 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.

17

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the 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 September 30, 2013 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 9/30/13
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Automotive: Parts and Accessories		$    205,565,062		—		$  31,500		$  205,596,562
Consumer Products		41,041,137		$                262		—		41,041,399
Equipment and Supplies		265,369,336		—		2,220		265,371,556
Financial Services		134,496,517		—		655		134,497,172
Transportation		25,309,503		—		10,350		25,319,853
Other Industries (a)		2,057,458,138		—		—		2,057,458,138
Total Common Stocks		2,729,239,693		262		44,725		2,729,284,680
Preferred Stocks (a)		2,803,647		—		—		2,803,647
Rights (a)		1,717,000		—		—		1,717,000
Warrants (a)		30,706		—		—		30,706
Corporate Bonds (a)		—		—		65,376		65,376
U.S. Government Obligations		—		502,275,644		—		502,275,644
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$2,733,791,046		$502,275,906		$110,101		$3,236,177,053

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

The Fund did not have transfers between Level 1 and Level 2 during the year ended September 30, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

18

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in such Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

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 September 30, 2013, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for financial statements whose fiscal year begins after December 31, 2012. Management is currently evaluating the impact of the additional disclosure requirements on the Fund’s financial statements.

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

19

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

(“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 held 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.

The Fund held futures contracts on November 19, 2012, with a notional amount for the day of approximately $9,937,280. At September 30, 2013, the Fund held no investments in futures contracts.

For the year ended September 30, 2013, the effect of futures contracts with equity risk exposure can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency, Net realized gain on futures contracts.

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 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 those of securities of comparable U.S. issuers.

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

Restricted Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted 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

20

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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. At September 30, 2013, the Fund held no restricted securities.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/( 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 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 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. Permanent differences were primarily due to recharacterization of distributions, adjustments on sale of securities no longer deemed passive foreign investment companies, and tax treatment of currency gains and losses. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2013, reclassifications were made to increase net investment loss by $564,813 and increase accumulated net realized gain on investments, futures contracts, and foreign currency transactions by $541,230, with an offsetting adjustment to paid-in capital.

21

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

The tax character of distributions paid during the years ended September 30, 2013 and September 30, 2012 was as follows:

	Year Ended September 30, 2013			Year Ended September 30, 2012
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$	20,400,015		$	482,624
Net long term capital gains			45,375,023			48,699,441
Total distributions paid		$	65,775,038		$	49,182,065

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, 2013, the components of accumulated earnings/losses on a tax basis were as follows:

Undistributed long term capital gains	$	98,092,715
Net unrealized appreciation on investments		1,344,115,731
Other temporary differences*		(5,029,587	)
Total	$	1,437,178,859

* Other temporary differences are primarily due to adjustments on qualified late year loss deferral.

At September 30, 2013, the temporary difference between book basis and tax basis net unrealized appreciation on investments was primarily due to deferral of losses from wash sales for tax purposes, mark-to-market adjustments on investments in passive foreign investment companies, and basis adjustments on investments in partnerships.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward for an unlimited period capital losses incurred. As a result of the rule, post-enactment capital losses that are carried forward will retain their character as either short term or long term capital losses rather than being considered all short term as under previous law.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2013:

	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments	$	1,892,062,966	$	1,404,993,945	$	(60,879,858	)	$	1,344,114,087

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 year ended September 30, 2013, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2013, the Adviser has reviewed all open tax years and concluded that there was no impact

22

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

to the Fund’s net assets or results of operations. Tax years ended September 30, 2010 through September 30, 2013 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 year ended September 30, 2013, 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 $79,382.

The Corporation pays each Director who is not considered an affiliated person an annual retainer of $18,000 plus $2,000 for each Board meeting attended, and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $1,000 per meeting attended. The Chairman of the Audit Committee receives a $3,000 annual fee, and the Lead Director receives an annual fee of $2,000. A Director may receive a single meeting fee, allocated among the participating funds, for attending 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. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”) an affiliate of the Fund, 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 during the year ended September 30, 2013, other than short term securities and U.S. Government obligations, aggregated $123,303,572 and $205,046,156, respectively.

6. Transactions with Affiliates. During the year ended September 30, 2013, the Fund paid brokerage commissions on security trades of $164,578 to G.research, Inc. (formerly Gabelli & Company, Inc.), an affiliate of the Adviser. Additionally, the Distributor retained a total of $177,808 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. During the year ended September 30, 2013, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

23

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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 rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2013, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2013 was $624,126 with a weighted average interest rate of 1.17%. The maximum amount borrowed at anytime during the year ended September 30, 2013 was $10,880,000.

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 the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, directly through the Distributor or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

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 years ended September 30, 2013 and September 30, 2012 amounted to $23,251 and $720, respectively.

24

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:

	Year Ended September 30, 2013						Year Ended September 30, 2012
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		10,638,978		$	437,443,572			5,785,146		$	191,861,703
Shares issued upon reinvestment of distributions		1,254,465			44,134,991			1,248,605			37,703,778
Shares redeemed		(7,340,873	)		(292,215,616	)		(16,982,088	)		(575,605,978	)
Net increase/(decrease)		4,552,570		$	189,362,947			(9,948,337	)	$	(346,040,497	)
Class A
Shares sold		2,905,363		$	119,839,617			1,400,637		$	46,632,112
Shares issued upon reinvestment of distributions		135,636			4,771,381			113,467			3,426,712
Shares redeemed		(1,106,239	)		(44,266,063	)		(1,751,203	)		(58,610,503	)
Net increase/(decrease)		1,934,760		$	80,344,935			(237,099	)	$	(8,551,679	)
Class B*
Shares issued upon reinvestment of distributions		—			—			15		$	423
Shares redeemed		—			—			(632	)		(20,031	)
Net decrease		—			—			(617	)	$	(19,608	)
Class C
Shares sold		1,775,583		$	68,170,846			651,027		$	20,360,308
Shares issued upon reinvestment of distributions		72,080			2,351,244			73,277			2,064,384
Shares redeemed		(523,722	)		(19,145,343	)		(628,287	)		(19,650,290	)
Net increase		1,323,941		$	51,376,747			96,017		$	2,774,402
Class I
Shares sold		4,595,673		$	191,534,069			7,951,014		$	278,868,415
Shares issued upon reinvestment of distributions		292,940			10,434,347			100,679			3,092,474
Shares redeemed		(2,107,103	)		(85,229,728	)		(4,137,119	)		(139,554,411	)
Net increase		2,781,510		$	116,738,688			3,914,574		$	142,406,478

* Class B Shares were fully redeemed and closed on July 3, 2012.

25

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which a Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund’s transactions in the securities of these issuers during the year ended September 30, 2013 is set forth below:

	Beginning Shares		Shares Purchased		Shares Sold			Ending Shares			Dividend Income		Realized Gain/ (Loss)			Value at September 30, 2013		Percent Owned of Shares Outstanding
Bel Fuse Inc., Cl. A		248,000		5,048		(1,000	)		252,048		$	59,487	$	(17,073	)	$	4,365,471	11.59%
Edgewater Technology Inc.		550,000		—		—			550,000			—		—			2,898,500	5.08%
Katy Industries Inc.		400,000		—		—			400,000			—		—			282,180	5.03%
Strattec Security Corp.		201,000		6,000		—			207,000			83,070		—			7,938,450	6.03%
Sevcon Inc.		255,833		4,200		—			260,033			—		—			1,261,160	7.49%
Ingles Markets Inc., Cl. A*		662,051		500		—			662,551			—		—			—
Media General Inc., Cl. A		1,610,800		9,200		—			1,620,000	��		—		—			23,101,200	5.92%
Trans-Lux Corp.**		95,300		10,012,200		(35,000	)		10,072,500			—		(74,343	)		2,518,125	38.86%
Trans-Lux Pfd., Ser. A**		200,000		—		(200,000	)		—			—		—			—
Trans-Lux Ser. A, Warrants,expired 04/19/13		2,000,000		—		(2,000,000	)		—			—		(82,821	)		—
Total											$	142,557	$	(174,237	)	$	42,365,086

* Security is no longer considered affiliated at September 30, 2013.

** 200,000 shares of Trans-Lux Pfd., Ser. A were closed and converted into 10,000,000 shares of Trans-Lux Corp. common stock.

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.

11. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading 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. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York 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, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on 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.

26

The Gabelli Small Cap Growth Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Small Cap Growth Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Small Cap Growth Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2013, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Small Cap Growth Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

November 25, 2013

27

The Gabelli Small Cap Growth Fund

Additional Fund Information (Unaudited)

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

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Number of Funds in Fund Complex Overseen by Director	Principal Occupation(s) During Past Five Years	Other Directorships Held by Director4
INTERESTED DIRECTORS3 :
Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 71	Since 1991	27	Chairman, Chief Executive Officer, Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc., and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group, Inc. (communications); Director of RLJ Acquisition Inc. (blank check company) (2011-2012)
John D. Gabelli Director Age: 69	Since 1991	10	Senior Vice President of G.research, Inc.	—
INDEPENDENT DIRECTORS5 :
Anthony J. Colavita Director Age: 77	Since 1991	35	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 69	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics); Director of LGL Group, Inc. (diversified manufacturing)
Robert J. Morrissey Director Age: 74	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 45	Since 2009	13	President of Advanced Polymer, Inc. (chemical wholesale company)	—
Anthony R. Pustorino Director Age: 88	Since 1991	13	Certified Public Accountant; Professor Emeritus, Pace University	Director of LGL Group, Inc. (diversified manufacturing) (2002-2010)
Anthonie C. van Ekris Director Age: 79	Since 1991	20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 67	Since 2001	29	Chairman (since 1978) of Zizza & Associates Corp. (financial consulting); Chairman (since 2005) of Metropolitan Paper Recycling, Inc. (recycling); Chairman (since 1999) of Harbor BioSciences, Inc. (biotechnology)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified, Inc. (pharmaceutical); Chairman of Bion Environmental Technologies (technology); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012)

28

The Gabelli Small Cap Growth Fund

Additional Fund Information (Continued) (Unaudited)

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Principal Occupation(s) During Past Five Years
OFFICERS:
Bruce N. Alpert President, Secretary, and Acting Chief Compliance Officer Age: 61	Since 1991     Since November     2011	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc. 2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 55	Since 2006	President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex

¹ Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

² Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Fund’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

³ “Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

⁴ This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁵  Directors who are not interested persons are considered “Independent” Directors.

2013 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2013, the Fund paid to shareholders, ordinary income distributions (inclusive of short term capital gains) totaling $0.325, $0.335, $0.070, and $0.509 per share for Class AAA, Class A, Class C, and Class I, respectively, and long term capital gains totaling $45,375,023, or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors. For the year ended September 30, 2013, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.34% of the ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Reauthorization, and Job Creation Act of 2010. The Fund designates 100% of the ordinary income distribution as qualified short term gain pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the year ended September 30, 2013 which was derived from U.S. Treasury securities was 0.19%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2013. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

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

29

Gabelli/GAMCO Funds and Your Personal Privacy

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, 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 fund 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.

THE GABELLI SMALL CAP GROWTH FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. that he founded in 1977 and Chief Investment Officer – Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

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. © 2013 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.

Gabelli Equity Series Funds, Inc.

THE GABELLI SMALL CAP GROWTH FUND

One Corporate Center

Rye, New York 10580-1422

t   800-GABELLI    (800-422-3554)

f   914-921-5118

e  info@gabelli.com

    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, G.research, Inc. Robert J. Morrissey Partner, 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 & Associates Corp. OFFICERS Bruce N. Alpert President, Secretary, and Acting Chief Compliance Officer Agnes Mullady Treasurer DISTRIBUTOR G.distributors, LLC CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING 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.

Overall Morningstar Rating ^TM«««««

Morningstar^® rated The Gabelli Small Cap Growth Fund Class AAA Shares 5 stars overall, 3 stars for the three year period, and 5 stars for the five and ten year periods ended September 30, 2013 among 598, 598, 532, and 329 Small Blend funds, respectively. Morningstar Rating ^TM is based on risk-adjusted returns.

GAB443Q313AR

The Gabelli Equity Income Fund
Annual Report — September 30, 2013
Morningstar® rated The Gabelli Equity Income Fund Class AAA Shares 4 stars overall, 3 stars for the three year period, 4 stars for the five year period, and 5 stars for the ten year period ended September 30, 2013 among 1,372, 1,372, 1,233, and 779 Large Blend funds, respectively. Morningstar RatingTM is based on risk-adjusted returns.

To Our Shareholders,

For the year ended September 30, 2013, the net asset value (“NAV”) per Class AAA Share of The Gabelli Equity Income Fund increased 21.4% compared with an increase of 19.3% for the Standard & Poor’s (“S&P”) 500 Index. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of September 30, 2013.

Performance Discussion

Global equity markets generally rose, despite the weak global economy. Investors were encouraged by the continued commitment of central banks in the United States, Europe, and Japan to extremely low interest rates and asset price support. In September, the Federal Reserve backed off from earlier talks of tapering down its own third easing program (“QE3”), consisting of $85 billion of monthly asset purchases with newly created money, and designed to help maintain very low interest rates and to boost the stock and housing markets. This turnabout indicated that in the view of the Federal Reserve, the United States is stuck in a continuing period of weak growth. At the same time, the Fed again lowered its estimates of growth for the next few quarters, trimming about a quarter of a percent from its June forecast, now to predicting overall 2.2% in 2013.

Our stock selection process is based on the investment principles of Graham and Dodd, the first investors to articulate the fundamentals of value investing. Their work provided the framework for value investing, and our firm contributed to this framework with the discipline of Private Market Value with a Catalyst. This proprietary research and valuation method identifies firms whose shares are selling at a discount to intrinsic value, with an identifiable path to realizing, or surfacing, that private market value. We define private market value as the price an informed acquirer would pay for an entire enterprise. The catalyst comprises identifiable events or circumstances that might reasonably result in the narrowing of the difference between the public market price of the stock and our estimate of the private market value. This realization of value can take place gradually or suddenly, with company specific changes such as management changes or restructurings, sale of assets or of the business as a whole, industry changes such as changes in regulation, or changes in competition.

Some of the countries outside the U.S. that the Fund has equity positions in are the United Kingdom, Switzerland, Sweden, Canada, France, Ireland, Mexico, and Japan.

Among the better performing stocks for the fiscal year were: The Boeing Co. (0.9% of net assets as of September 30, 2013), an aerospace company and one of two manufacturers of large commercial aircraft; Genuine Parts Co. (1.6%), a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products, and electrical/electronic materials; and Rockwell Automation Inc. (1.2%), a provider of industrial automation power, control, and information solutions. Some of our weaker performing stocks during the year were Newmont Mining Corp. (0.4%), a multinational gold producer; International Business Machines Corp (1.3%), an IT giant operating in multiple business segments; and J.C. Penny Co. Inc. (0.1%), a retailer operating over 1,000 department stores.

We appreciate your loyalty and support in these volatile markets.

Comparative Results

Average Annual Returns through September 30, 2013 (a)(b) (Unaudited)										Since
											Inception
	1 Year			5 Year			10 Year			(01/02/92)
Class AAA (GABEX)		21.38	%		10.48	%		9.08	%		10.40	%
S&P 500 Index		19.34			10.02			7.57			8.79	(e)
Nasdaq Composite Index		22.83			13.82			8.92			8.93	(e)
Lipper Equity Income Fund Average		18.88			9.17			7.53			8.22
Class A (GCAEX)		21.36			10.48			9.07			10.39
With sales charge (c)		14.38			9.18			8.43			10.09
Class C (GCCEX)		20.50			9.67			8.30			10.03
With contingent deferred sales charge (d)		19.50			9.67			8.30			10.03
Class I (GCIEX)		21.67			10.77			9.25			10.47

In the current prospectuses dated January 28, 2013, the expense ratios for Class AAA, A, C, and I Shares are 1.40%, 1.40%, 2.15%, and 1.15%, respectively. See page 13 for the expense ratios for the year ended September 30, 2013. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A and C Shares is 5.75% 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. Visit www.gabelli.com for performance information as of the most recent month end. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit www.gabelli.com. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Nasdaq Composite Index is an unmanaged indicator of stock market performance. The Lipper Equity Income Fund Average includes the 30 largest equity funds in this category 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 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

(e) S&P 500 Index and Nasdaq Composite Index since inception performance is as of December 31, 1991.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI EQUITY INCOME FUND CLASS AAA SHARES AND S&P 500 INDEX (Unaudited)

* Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

2

The Gabelli Equity Income Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2013 through September 30, 2013 Expense Table

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

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

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

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

Hypothetical 5% Return: This section provides information about hypothetical account values and

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2013.

	Beginning Account Value 04/01/13	Ending Account Value 09/30/13	Annualized Expense Ratio	Expenses Paid During Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$1,000.00	$1,067.70	1.38%	$  7.15
Class A	$1,000.00	$1,067.50	1.38%	$  7.15
Class C	$1,000.00	$1,063.70	2.13%	$11.02
Class I	$1,000.00	$1,069.00	1.13%	$  5.86
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.15	1.38%	$  6.98
Class A	$1,000.00	$1,018.15	1.38%	$  6.98
Class C	$1,000.00	$1,014.39	2.13%	$10.76
Class I	$1,000.00	$1,019.40	1.13%	$  5.72

* 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 (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2013:

The Gabelli Equity Income Fund

Financial Services	14.1%
Health Care	12.6%
Food and Beverage	11.8%
Retail	7.3%
Diversified Industrial	4.1%
Consumer Products	4.1%
Energy and Utilities: Oil	4.0%
Aerospace	3.4%
Energy and Utilities: Integrated	3.2%
Telecommunications	3.2%
Automotive: Parts and Accessories	2.6%
Energy and Utilities: Services	2.3%
U.S. Government Obligations	2.2%
Energy and Utilities: Natural Gas	2.0%
Specialty Chemicals	1.9%
Entertainment	1.9%
Automotive	1.6%
Computer Hardware	1.6%
Metals and Mining	1.4%
Electronics	1.4%
Computer Software and Services	1.4%
Equipment and Supplies	1.2%

Machinery	1.2%
Wireless Communications	1.1%
Hotels and Gaming	1.1%
Broadcasting	0.9%
Energy and Utilities: Electric	0.8%
Agriculture	0.8%
Cable and Satellite	0.7%
Business Services	0.7%
Real Estate Investment Trusts	0.7%
Communications Equipment	0.5%
Building and Construction	0.4%
Environmental Services	0.3%
Transportation	0.3%
Aviation: Parts and Services	0.3%
Consumer Services	0.3%
Energy and Utilities: Water	0.3%
Paper and Forest Products	0.1%
Real Estate	0.0%
Publishing	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. 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 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Equity Income Fund

Schedule of Investments — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS — 97.1%
		Aerospace — 3.4%
	88,000	Exelis Inc.	$	1,060,962	$	1,382,480
	2,000	Lockheed Martin Corp.		47,350		255,100
	10,000	Raytheon Co.		279,200		770,700
	295,000	Rockwell Automation Inc.		13,456,833		31,547,300
	2,000	Rockwell Collins Inc.		15,844		135,720
	1,625,000	Rolls-Royce Holdings plc		12,119,318		29,253,686
	205,500	The Boeing Co.		11,795,574		24,146,250
				38,775,081		87,491,236
		Agriculture — 0.8%
	120,000	Archer Daniels Midland Co.		3,433,231		4,420,800
	150,000	Monsanto Co.		2,423,783		15,655,500
	12,000	The Mosaic Co.		186,246		516,240
				6,043,260		20,592,540
		Automotive — 1.6%
	1,060,000	Ford Motor Co.		14,340,007		17,882,200
	135,000	General Motors Co.†		3,945,532		4,855,950
	460,000	Navistar International Corp.†		11,765,098		16,780,800
	31,000	PACCAR Inc.		1,399,566		1,725,460
				31,450,203		41,244,410
		Automotive: Parts and Accessories — 2.6%
	8,000	BorgWarner Inc.		490,649		811,120
	100,000	Dana Holding Corp.		1,496,853		2,284,000
	50,007	Federal-Mogul Corp.†		463,002		839,623
	507,000	Genuine Parts Co.		22,687,907		41,011,230
	6,000	Johnson Controls Inc.		50,425		249,000
	50,000	Modine Manufacturing Co.†		465,332		731,500
	133,000	O’Reilly Automotive Inc.†		3,881,341		16,969,470
	50,000	Tenneco Inc.†		763,094		2,525,000
	150,000	The Pep Boys—Manny, Moe & Jack†		1,664,729		1,870,500
				31,963,332		67,291,443
		Aviation: Parts and Services — 0.3%
	60,000	Curtiss-Wright Corp.		926,093		2,817,600
	74,000	GenCorp Inc.†		442,031		1,186,220
	3,000	Precision Castparts Corp.		283,757		681,720
	28,000	United Technologies Corp.		1,339,140		3,018,960
				2,991,021		7,704,500
		Broadcasting — 0.9%
	310,000	CBS Corp., Cl. A, Voting		6,173,196		17,152,300
	90,000	CBS Corp., Cl. B, Non-Voting		2,029,610		4,964,400
				8,202,806		22,116,700
		Building and Construction — 0.4%
	245,000	Fortune Brands Home & Security Inc.		2,712,564		10,199,350

Shares			Cost		Market Value
		Business Services — 0.7%
	37,000	Automatic Data Processing Inc.	$	1,543,362	$	2,678,060
	188,000	Diebold Inc.		6,436,650		5,519,680
	4,000	Landauer Inc.		134,546		205,000
	10,400	MasterCard Inc., Cl. A		879,679		6,996,912
	30,000	McGraw Hill Financial Inc.		1,225,693		1,967,700
	6,146	MSC Industrial Direct Co. Inc., Cl. A		438,767		499,977
				10,658,697		17,867,329
		Cable and Satellite — 0.7%
	33,000	AMC Networks Inc., Cl. A†		1,278,263		2,259,840
	140,000	Cablevision Systems Corp., Cl. A		1,650,260		2,357,600
	10,000	DIRECTV†		331,857		597,500
	180,000	DISH Network Corp., Cl. A		3,608,196		8,101,800
	16,000	EchoStar Corp., Cl. A†		478,840		703,040
	58,000	Scripps Networks Interactive Inc., Cl. A		2,452,305		4,530,380
				9,799,721		18,550,160
		Communications Equipment — 0.5%
	15,000	Cisco Systems Inc.		279,075		351,300
	880,000	Corning Inc.		11,888,836		12,839,200
				12,167,911		13,190,500
		Computer Hardware — 1.6%
	300,000	Hewlett-Packard Co.		6,437,422		6,294,000
	182,000	International Business Machines Corp.		15,123,120		33,702,760
				21,560,542		39,996,760
		Computer Software and Services — 1.4%
	25,000	eBay Inc.†		779,839		1,394,750
	380,000	EMC Corp.		9,619,404		9,712,800
	122,000	Fidelity National Information Services Inc.		2,160,830		5,665,680
	360,000	Microsoft Corp.		9,920,506		11,991,600
	210,000	Yahoo! Inc.†		3,416,554		6,963,600
				25,897,133		35,728,430
		Consumer Products — 4.1%
	45,000	Altria Group Inc.		538,092		1,545,750
	330,000	Avon Products Inc.		7,664,774		6,798,000
	76,000	Energizer Holdings Inc.		3,766,002		6,927,400
	5,000	Hanesbrands Inc.		108,950		311,550
	170,000	Harman International Industries Inc.		6,624,986		11,259,100
	2,500	National Presto Industries Inc.		74,242		176,025
	50,000	Philip Morris International Inc.		1,501,172		4,329,500
	105,000	Reckitt Benckiser Group plc		3,432,951		7,683,342

See accompanying notes to financial statements.

5

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	25,500	Svenska Cellulosa AB, Cl. A	$	439,719	$	645,168
	1,240,000	Swedish Match AB		16,678,674		43,759,939
	230,000	The Procter & Gamble Co.		13,512,663		17,385,700
	81,000	Unilever NV - NY Shares		1,639,778		3,055,320
				55,982,003		103,876,794
		Consumer Services — 0.3%
	100,000	Rollins Inc.		381,843		2,651,000
	120,000	The ADT Corp.		3,117,793		4,879,200
				3,499,636		7,530,200
		Diversified Industrial — 3.8%
	4,000	Acuity Brands Inc.		42,447		368,080
	4,000	Alstom SA		206,008		142,482
	100,000	Crane Co.		3,402,503		6,167,000
	115,000	Eaton Corp. plc		5,969,144		7,916,600
	1,500,000	General Electric Co.		30,045,202		35,835,000
	235,000	Honeywell International Inc.		8,486,747		19,514,400
	50,000	ITT Corp.		1,004,526		1,797,500
	30,000	Jardine Matheson Holdings Ltd.		1,300,044		1,647,000
	172,000	Jardine Strategic Holdings Ltd.		3,971,804		5,822,200
	46,000	Pentair Ltd.		1,457,495		2,987,240
	120,000	Textron Inc.		763,372		3,313,200
	50,000	Toray Industries Inc.		327,480		328,094
	18,000	Trinity Industries Inc.		530,674		816,300
	305,000	Tyco International Ltd.		6,428,113		10,668,900
				63,935,559		97,323,996
		Electronics — 1.4%
	100,000	Emerson Electric Co.		4,955,000		6,470,000
	500,000	Intel Corp.		10,037,981		11,460,000
	70,000	LSI Corp.		616,011		547,400
	85,000	TE Connectivity Ltd.		2,886,395		4,401,300
	320,000	Texas Instruments Inc.		7,759,058		12,886,400
				26,254,445		35,765,100
		Energy and Utilities: Electric — 0.8%
	60,000	American Electric Power Co. Inc.		2,198,544		2,601,000
	10,000	DTE Energy Co.		428,080		659,800
	90,000	El Paso Electric Co.		820,152		3,006,000
	1,200,000	GenOn Energy Inc., Escrow†		0		0
	110,000	Great Plains Energy Inc.		2,663,694		2,442,000
	100,000	Korea Electric Power Corp., ADR†		1,479,637		1,404,000
	170,000	Northeast Utilities		3,155,199		7,012,500
	245,000	The AES Corp.		2,306,408		3,256,050
	13,333	UIL Holdings Corp.		293,785		495,721
				13,345,499		20,877,071

Shares				Cost		Market Value
			Energy and Utilities: Integrated — 3.2%
	440,000		BP plc, ADR	$	18,798,855	$	18,493,200
	160,000		CONSOL Energy Inc.		6,322,656		5,384,000
	100,000		Dominion Resources Inc.		4,101,684		6,248,000
	110,000		Duke Energy Corp.		5,111,218		7,345,800
	100,000		Energy Transfer Equity LP		3,323,390		6,578,000
	29,000		Eni SpA		304,221		664,994
	48,000		FirstEnergy Corp.		1,164,848		1,749,600
	120,000		Hess Corp.		7,451,605		9,280,800
	13,069		Iberdrola SA, ADR		299,699		304,246
	25,000		Integrys Energy Group Inc.		1,192,522		1,397,250
	116,000		NextEra Energy Inc.		5,624,121		9,298,560
	138,000		OGE Energy Corp.		1,883,215		4,980,420
	118,000		PNM Resources Inc.		1,394,458		2,670,340
	30,000		Suncor Energy Inc., New York		785,965		1,073,400
	2,000		Suncor Energy Inc., Toronto		61,550		71,511
	50,000		TECO Energy Inc.		652,639		827,000
	135,000		Westar Energy Inc.		2,217,074		4,137,750
					60,689,720		80,504,871
			Energy and Utilities: Natural Gas — 1.9%
	10,000		AGL Resources Inc.		178,125		460,300
	8,000		Atmos Energy Corp.		210,433		340,720
	245,000		Kinder Morgan Inc.		7,298,260		8,714,650
	310,000		National Fuel Gas Co.		15,496,458		21,315,600
	143,000		ONEOK Inc.		1,617,481		7,624,760
	24,000		Piedmont Natural Gas Co. Inc.		394,017		789,120
	74,000		Southwest Gas Corp.		1,818,048		3,700,000
	195,000		Spectra Energy Corp.		4,167,926		6,674,850
					31,180,748		49,620,000
			Energy and Utilities: Oil — 4.0%
	202,000		Anadarko Petroleum Corp.		10,808,768		18,783,980
	45,000		Canadian Oil Sands Ltd.		1,290,650		871,996
	5,000	(a)	Canadian Oil Sands Trust†		116,475		96,888
	188,000		Chevron Corp.		8,670,601		22,842,000
	180,000		ConocoPhillips		4,001,446		12,511,800
	22,000		Denbury Resources Inc.†		369,472		405,020
	58,000		Devon Energy Corp.		2,515,153		3,350,080
	151,000		Exxon Mobil Corp.		4,905,886		12,992,040
	40,000		Marathon Oil Corp.		1,000,063		1,395,200
	20,000		Marathon Petroleum Corp.		639,385		1,286,400
	100,000		Occidental Petroleum Corp.		4,145,051		9,354,000
	4,000		PetroChina Co. Ltd., ADR		317,768		439,800
	50,000		Phillips 66		668,879		2,891,000
	36,000		Repsol SA, ADR		742,075		889,560
	120,000		Royal Dutch Shell plc, Cl. A, ADR		5,524,835		7,881,600
	40,000		Statoil ASA		1,019,952		907,995
	80,000		Statoil ASA, ADR		1,779,821		1,814,400
	300,000		Talisman Energy Inc.		5,401,388		3,450,000
	17,518		Total SA, ADR		290,564		1,014,643

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Oil (Continued)
	40,000	WesternZagros Resources Ltd.†	$	147,109	$	37,280
				54,355,341		103,215,682
		Energy and Utilities: Services — 2.3%
	30,000	ABB Ltd., ADR		351,824		707,700
	52,000	Cameron International Corp.†		746,014		3,035,240
	350,000	Halliburton Co.		10,342,941		16,852,500
	94,000	Oceaneering International Inc.		2,032,090		7,636,560
	40,000	Schlumberger Ltd.		1,275,020		3,534,400
	80,000	Transocean Ltd.		4,742,599		3,560,000
	1,500,000	Weatherford International Ltd.†		24,207,409		22,995,000
				43,697,897		58,321,400
		Energy and Utilities: Water — 0.3%
	45,000	Aqua America Inc.		458,537		1,112,850
	200,000	Severn Trent plc		5,304,473		5,708,273
				5,763,010		6,821,123
		Entertainment — 1.9%
	130,000	Grupo Televisa SAB, ADR		2,961,072		3,633,500
	35,500	The Madison Square Garden Co., Cl. A†		445,361		2,061,485
	117,000	Time Warner Inc.		3,385,344		7,699,770
	106,016	Twenty-First Century Fox Inc., Cl. B		3,289,985		3,540,934
	306,000	Viacom Inc., Cl. A		12,096,487		25,645,860
	205,000	Vivendi SA		6,523,779		4,716,071
				28,702,028		47,297,620
		Environmental Services — 0.3%
	30,000	Republic Services Inc.		1,008,307		1,000,800
	175,000	Waste Management Inc.		5,905,150		7,217,000
				6,913,457		8,217,800
		Equipment and Supplies — 1.2%
	36,000	A.O. Smith Corp.		253,184		1,627,200
	28,000	Danaher Corp.		1,074,985		1,940,960
	214,000	Flowserve Corp.		2,756,400		13,351,460
	20,000	Graco Inc.		1,006,940		1,481,200
	12,000	Ingersoll-Rand plc		302,107		779,280
	25,000	Minerals Technologies Inc.		880,441		1,234,250
	95,000	Mueller Industries Inc.		3,794,476		5,288,650
	16,000	Parker Hannifin Corp.		791,261		1,739,520
	80,000	Tenaris SA, ADR		3,067,303		3,742,400
				13,927,097		31,184,920
		Financial Services — 14.1%
	6,579	Alleghany Corp.†		1,015,114		2,695,087
	440,000	AllianceBernstein Holding LP		9,567,886		8,738,400
	383,000	American Express Co.		15,736,067		28,924,160

Shares			Cost		Market Value
	530,000	American International Group Inc.	$	14,058,173	$	25,773,900
	27,489	Argo Group International Holdings Ltd.		772,108		1,178,728
	22,000	Banco Popular Espanol SA†		199,833		118,128
	5,195	Banco Santander Chile, ADR		29,250		136,577
	160,000	Banco Santander SA, ADR		1,233,058		1,307,200
	320,000	Bank of America Corp.		3,184,684		4,416,000
	12,156	BNP Paribas SA		506,339		822,263
	500,000	Citigroup Inc.		20,229,828		24,255,000
	24,000	Deutsche Bank AG		1,097,395		1,101,120
	78,000	Dundee Corp., Cl. A†		1,828,287		1,447,852
	35,000	Eaton Vance Corp.		968,411		1,359,050
	125,000	Federated Investors Inc., Cl. B		3,056,627		3,395,000
	33,870	Fidelity Southern Corp.		284,707		519,566
	270,000	H&R Block Inc.		4,898,488		7,198,200
	180,000	Hartford Financial Services Group Inc.		5,665,884		5,601,600
	60,000	Hudson City Bancorp Inc.		510,798		543,000
	55,000	Interactive Brokers Group Inc., Cl. A		837,556		1,032,350
	210,000	Janus Capital Group Inc.		1,782,274		1,787,100
	278,000	JPMorgan Chase & Co.		9,867,050		14,369,820
	82,758	Julius Baer Group Ltd.		2,738,518		3,861,765
	40,000	Kemper Corp.		1,156,156		1,344,000
	90,100	Kinnevik Investment AB, Cl. A		1,682,511		3,094,134
	19,000	Kinnevik Investment AB, Cl. B		278,394		657,803
	473,000	Legg Mason Inc.		11,114,576		15,817,120
	19,000	Leucadia National Corp.		304,896		517,560
	180,000	Loews Corp.		7,797,363		8,413,200
	158,000	M&T Bank Corp.		11,613,841		17,683,360
	365,000	Marsh & McLennan Companies Inc.		11,002,192		15,895,750
	360,000	Morgan Stanley		9,580,097		9,702,000
	220,000	Northern Trust Corp.		10,796,541		11,965,800
	28,000	Och-Ziff Capital Management Group LLC, Cl. A		283,762		307,720
	40,000	Oritani Financial Corp.		400,000		658,400
	45,000	Popular Inc.†		1,154,011		1,180,350
	500	Raiffeisen Bank International AG		28,874		16,363
	48,000	Royal Bank of Canada		2,548,864		3,082,080
	391,000	SLM Corp.		5,853,704		9,735,900
	170,000	State Street Corp.		7,766,302		11,177,500
	250,000	Sterling BanCorp		3,529,115		3,432,500
	12,000	SunTrust Banks Inc.		251,737		389,040
	82,000	T. Rowe Price Group Inc.		3,733,964		5,898,260
	115,000	TD Ameritrade Holding Corp.		1,950,608		3,010,700
	1,040,000	The Bank of New York Mellon Corp.		29,547,257		31,397,600
	3,000	The Dun & Bradstreet Corp.		105,969		311,550

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	15,000	The Goldman Sachs Group Inc.	$	1,599,455	$	2,373,150
	106,000	The PNC Financial Services Group Inc.		5,651,498		7,679,700
	27,000	The Travelers Companies Inc.		1,032,136		2,288,790
	90,000	W. R. Berkley Corp.		3,297,008		3,857,400
	145,000	Waddell & Reed Financial Inc., Cl. A		3,298,893		7,464,600
	920,000	Wells Fargo & Co.		29,357,941		38,014,400
	410,000	Wright Investors’ Service Holdings Inc.†		1,009,526		871,250
				267,795,526		358,819,846
		Food and Beverage — 11.8%
	30,000	Anheuser-Busch InBev NV		496,266		2,986,282
	270,000	Beam Inc.		10,793,498		17,455,500
	194,392	Brown-Forman Corp., Cl. A		7,502,319		12,864,863
	20,250	Brown-Forman Corp., Cl. B		825,919		1,379,632
	220,000	Campbell Soup Co.		6,897,934		8,956,200
	40,000	Coca-Cola Amatil Ltd., ADR		246,845		918,800
	20,000	Coca-Cola Enterprises Inc.		450,000		804,200
	13,600	Coca-Cola Femsa SAB de CV, ADR		502,169		1,713,328
	18,000	Constellation Brands Inc., Cl. A†		223,261		1,033,200
	136,389	Danone SA		6,897,164		10,266,355
	550,000	Davide Campari - Milano SpA		3,822,395		4,769,474
	130,000	Dean Foods Co.†		1,954,766		2,509,000
	1,000	Diageo plc		20,487		31,812
	93,000	Diageo plc, ADR		5,126,053		11,818,440
	103,000	Dr Pepper Snapple Group Inc.		2,277,323		4,616,460
	133,000	Fomento Economico Mexicano SAB de CV, ADR		3,194,849		12,912,970
	275,000	General Mills Inc.		7,537,273		13,178,000
	3,000,000	Grupo Bimbo SAB de CV, Cl. A		2,411,096		9,268,498
	142,000	Heineken NV		6,578,070		10,064,369
	17,000	Heineken NV, ADR		430,190		602,650
	240,004	Hillshire Brands Co.		6,836,690		7,377,723
	245,000	ITO EN Ltd.		5,089,181		5,560,761
	40,000	Kellogg Co.		2,011,521		2,349,200
	320,000	Kraft Foods Group Inc.		9,916,126		16,780,800
	24,000	McCormick & Co. Inc., Non-Voting		1,004,538		1,552,800
	1,020,000	Mondelēz International Inc., Cl. A		19,666,442		32,048,400
	102,000	Nestlé SA		2,185,232		7,133,853
	55,000	Nestlé SA, ADR		3,094,786		3,828,000
	130,000	NISSIN FOODS HOLDINGS CO. LTD.		4,309,367		5,329,874
	4,200,000	Parmalat SpA		11,859,744		14,068,562

Shares			Cost		Market Value
	120,053	PepsiCo Inc.	$	7,713,785	$	9,544,213
	43,500	Pernod Ricard SA		3,504,187		5,401,749
	10,000	Post Holdings Inc.†		263,033		403,700
	52,700	Remy Cointreau SA		3,106,596		5,615,924
	20,000	SABMiller plc		733,959		1,017,808
	220,000	Sapporo Holdings Ltd.		1,080,450		953,456
	982,000	The Coca-Cola Co.		23,768,792		37,198,160
	2,000	The Hershey Co.		72,601		185,000
	89,654	Tootsie Roll Industries Inc.		1,956,728		2,763,136
	72,000	Tyson Foods Inc., Cl. A		727,056		2,036,160
	161,003	WhiteWave Foods Co., Cl. A†		2,204,291		3,215,230
	155,000	Yakult Honsha Co. Ltd.		4,171,714		7,750,394
				183,464,696		300,264,936
		Health Care — 12.6%
	32,000	Abbott Laboratories		836,192		1,062,080
	20,000	AbbVie Inc.		496,537		894,600
	34,000	Actavis Inc.†		2,655,913		4,896,000
	43,324	Aetna Inc.		1,782,357		2,773,602
	146,000	Baxter International Inc.		6,239,268		9,590,740
	157,000	Becton, Dickinson and Co.		11,298,691		15,703,140
	23,500	Bio-Rad Laboratories Inc., Cl. A†		2,427,191		2,762,660
	800,000	Boston Scientific Corp.†		6,726,017		9,392,000
	650,000	Bristol-Myers Squibb Co.		17,077,002		30,082,000
	295,000	Covidien plc		10,136,389		17,977,300
	449,000	Eli Lilly & Co.		17,859,208		22,598,170
	11,000	Express Scripts Holding Co.†		347,042		679,580
	14,076	GlaxoSmithKline plc, ADR		635,995		706,193
	22,000	Henry Schein Inc.†		566,365		2,281,400
	235,000	Hospira Inc.†		7,755,633		9,216,700
	320,000	Johnson & Johnson		20,207,972		27,740,800
	23,000	Laboratory Corp. of America Holdings†		1,748,126		2,280,220
	45,000	Life Technologies Corp.†		3,332,325		3,367,350
	35,000	Mallinckrodt plc†		948,144		1,543,150
	100,000	Mead Johnson Nutrition Co.		4,689,231		7,426,000
	30,000	Medtronic Inc.		1,005,816		1,597,500
	510,000	Merck & Co. Inc.		15,703,221		24,281,100
	279,000	Novartis AG, ADR		15,298,186		21,402,090
	200,000	Patterson Companies Inc.		6,945,790		8,040,000
	1,275,000	Pfizer Inc.		25,443,775		36,605,250
	68,000	Roche Holding AG, ADR		2,632,469		4,592,040
	40,000	Roche Holding AG, Genusschein		5,894,355		10,787,859
	51,000	St. Jude Medical Inc.		2,043,058		2,735,640
	260,000	Tenet Healthcare Corp.†		7,331,097		10,709,400
	240,000	UnitedHealth Group Inc.		9,652,496		17,186,400
	18,000	William Demant Holding A/S†		880,509		1,663,492
	60,000	Wright Medical Group Inc.†		949,266		1,564,800
	54,000	Zimmer Holdings Inc.		3,182,725		4,435,560

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	70,000	Zoetis Inc.	$	2,041,079	$	2,178,400
				216,769,440		320,753,216
		Hotels and Gaming — 1.1%
	90,000	International Game Technology		1,451,484		1,703,700
	2,004,352	Ladbrokes plc		10,531,607		5,490,309
	160,000	Las Vegas Sands Corp.		2,597,929		10,627,200
	80,000	MGM Resorts International†		813,235		1,635,200
	26,000	Ryman Hospitality Properties Inc.		892,462		897,260
	80,000	Starwood Hotels & Resorts Worldwide Inc.		1,673,543		5,316,000
	14,500	Wynn Resorts Ltd.		468,737		2,291,145
				18,428,997		27,960,814
		Machinery — 1.2%
	6,000	Caterpillar Inc.		35,181		500,220
	318,000	Deere & Co.		15,873,262		25,882,020
	150,000	Xylem Inc.		4,170,939		4,189,500
				20,079,382		30,571,740
		Metals and Mining — 1.4%
	855,000	Alcoa Inc.		9,069,561		6,942,600
	10,000	Carpenter Technology Corp.		327,255		581,100
	369,202	Freeport-McMoRan Copper & Gold Inc.		6,872,293		12,213,202
	330,000	Newmont Mining Corp.		14,923,249		9,273,000
	400,000	Peabody Energy Corp.		8,120,682		6,900,000
	2,000	Royal Gold Inc.		88,166		97,320
	6,615	Teck Resources Ltd., Cl. B		533,053		177,761
				39,934,259		36,184,983
		Paper and Forest Products — 0.1%
	75,000	International Paper Co.		2,403,385		3,360,000
		Publishing — 0.0%
	1,504	News Corp., Cl. B†		8,506		24,711
	1,000	The Washington Post Co., Cl. B		442,591		611,350
	2,700	Value Line Inc.		38,523		23,841
				489,620		659,902
		Real Estate — 0.0%
	78,000	Dream Unlimited Corp., Cl. A†		1,030,053		984,418
	10,000	Griffin Land & Nurseries Inc.		224,290		321,000
				1,254,343		1,305,418
		Real Estate Investment Trusts — 0.7%
	70,000	Plum Creek Timber Co. Inc.		2,874,828		3,278,100
	9,000	Rayonier Inc.		264,580		500,850

Shares			Cost		Market Value
	460,000	Weyerhaeuser Co.	$	11,163,328	$	13,169,800
				14,302,736		16,948,750
		Retail — 7.3%
	16,000	Compagnie Financiere Richemont SA		540,728		1,602,919
	40,266	Copart Inc.†		696,640		1,280,056
	218,000	Costco Wholesale Corp.		11,302,742		25,096,160
	575,000	CVS Caremark Corp.		20,427,489		32,631,250
	28,000	Hertz Global Holdings Inc.†		706,327		620,480
	113,800	Ingles Markets Inc., Cl. A		2,071,571		3,269,474
	340,000	J.C. Penney Co. Inc.†		7,443,696		2,998,800
	500,000	Macy’s Inc.		7,988,643		21,635,000
	230,017	Safeway Inc.		4,905,407		7,358,244
	214	Sears Canada Inc.		2,288		2,609
	500	Sears Holdings Corp.†		39,103		29,820
	109	Sears Hometown and Outlet Stores Inc.†		2,759		3,461
	90,000	Seven & i Holdings Co. Ltd.		2,692,986		3,277,888
	25,000	SUPERVALU Inc.†		59,348		205,750
	510,000	The Home Depot Inc.		14,399,640		38,683,500
	158,000	Tractor Supply Co.		1,377,651		10,612,860
	125,000	Walgreen Co.		3,937,736		6,725,000
	225,000	Wal-Mart Stores Inc.		10,637,800		16,641,000
	10,000	Weis Markets Inc.		300,480		489,400
	200,000	Whole Foods Market Inc.		3,392,986		11,700,000
				92,926,020		184,863,671
		Specialty Chemicals — 1.9%
	43,000	Albemarle Corp.		564,900		2,706,420
	42,000	Ashland Inc.		1,444,320		3,884,160
	124,000	E. I. du Pont de Nemours and Co.		5,631,542		7,261,440
	295,000	Ferro Corp.†		2,499,418		2,687,450
	8,000	FMC Corp.		186,076		573,760
	50,000	H.B. Fuller Co.		1,032,850		2,259,500
	224,000	International Flavors & Fragrances Inc.		10,435,704		18,435,200
	3,000	NewMarket Corp.		11,578		863,730
	5,000	Quaker Chemical Corp.		90,412		365,250
	3,000	Rockwood Holdings Inc.		128,667		200,700
	40,000	Sensient Technologies Corp.		822,757		1,915,600
	165,000	The Dow Chemical Co.		5,508,445		6,336,000
	4,000	Zep Inc.		17,026		65,040
				28,373,695		47,554,250
		Telecommunications — 3.1%
	360,000	AT&T Inc.		9,362,623		12,175,200
	515,000	BCE Inc.		11,794,458		21,990,500
	50,000	Belgacom SA		1,602,316		1,329,176
	4,495	Bell Aliant Inc.(b)		117,429		111,982
	50,000	BT Group plc, Cl. A		204,914		277,157
	16,000	BT Group plc, ADR		469,025		884,800

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Telecommunications (Continued)
	570,000	Cincinnati Bell Inc.†	$	2,113,891	$	1,550,400
	435,000	Deutsche Telekom AG, ADR		6,985,799		6,351,000
	36,000	Loral Space & Communications Inc.		1,458,551		2,438,280
	25,000	Orange SA, ADR		424,798		312,750
	33,220	Sprint Corp.†		188,357		206,296
	30,010	Telefonica SA, ADR†		192,371		464,555
	340,000	Telekom Austria AG		4,971,579		2,850,889
	390,000	Telephone & Data Systems Inc.		11,671,223		11,524,500
	24,000	TELUS Corp.		185,454		795,457
	30,000	TELUS Corp., New York		687,084		993,600
	295,000	Verizon Communications Inc.		9,881,714		13,764,700
				62,311,586		78,021,242
		Transportation — 0.3%
	171,000	GATX Corp.		6,081,094		8,125,920
		Wireless Communications — 1.1%
	3,500,000	Cable & Wireless Communications plc		2,195,547		2,245,508
	8,000	Millicom International Cellular SA		636,267		709,360
	36,000	Millicom International Cellular SA, SDR		2,802,200		3,178,925
	240,000	NTT DoCoMo Inc.		3,485,733		3,887,075
	80,000	Turkcell Iletisim Hizmetleri A/S, ADR†		1,272,518		1,180,000
	32,000	United States Cellular Corp.		1,394,584		1,456,960
	440,000	Vodafone Group plc, ADR		11,867,079		15,479,200
				23,653,928		28,137,028
		TOTAL COMMON STOCKS		1,588,737,418		2,476,061,651
		CONVERTIBLE PREFERRED STOCKS — 0.1%
		Communications Equipment — 0.0%
	1,100	Lucent Technologies Capital Trust I, 7.750%		759,000		1,114,300
		Food and Beverage — 0.0%
	1,000	Post Holdings Inc., 3.750%(b)		100,000		103,405
		Telecommunications — 0.1%
	31,500	Cincinnati Bell Inc., 6.750%, Ser. B		766,264		1,327,725
		TOTAL CONVERTIBLE PREFERRED STOCKS		1,625,264		2,545,430

Shares			Cost		Market Value
		RIGHTS — 0.0%
		Health Care — 0.0%
	260,000	Sanofi, CVR, expire 12/31/20†	$	555,689	$	525,200
		WARRANTS — 0.1%
		Energy and Utilities: Natural Gas — 0.1%
	330,000	Kinder Morgan Inc., expire 05/25/17†		589,946		1,640,100
Principal Amount
		CORPORATE BONDS — 0.3%
		Diversified Industrial — 0.3%
	$6,500,000	Griffon Corp., Sub. Deb. Cv., 4.000%, 01/15/17(b)		6,477,070		7,259,687
		Energy and Utilities: Electric — 0.0%
	100,000	Texas Competitive Electric Holdings Co. LLC, Ser. B, 10.250%, 11/01/15		82,745		2,750
		TOTAL CORPORATE BONDS		6,559,815		7,262,437
		U.S. GOVERNMENT OBLIGATIONS — 2.2%
	56,210,000	U.S. Treasury Bills, 0.005% to 0.090%††, 10/10/13 to 03/20/14		56,205,363		56,207,970
		TOTAL INVESTMENTS — 99.8%	$	1,654,273,495		2,544,242,788
		Other Assets and Liabilities (Net) — 0.2%				4,971,422
		NET ASSETS — 100.0%			$	2,549,214,210

(a) Denoted in units.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2013, the market value of Rule 144A securities amounted to $7,475,074 or 0.29% of net assets.

† Non-income producing security.

†† Represents annualized yield at date of purchase.

ADR American Depositary Receipt

CVR Contingent Value Right

SDR Swedish Depositary Receipt

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Statement of Assets and Liabilities

September 30, 2013

Assets:
Investments, at value (cost $1,654,273,495)		$2,544,242,788
Cash		366
Receivable for Fund shares sold		6,095,407
Receivable for investments sold		354,833
Dividends and interest receivable		4,004,183
Prepaid expenses		57,591
Total Assets		2,554,755,168
Liabilities:
Payable for Fund shares redeemed		2,294,641
Payable for investment advisory fees		2,088,637
Payable for distribution fees		580,711
Payable for accounting fees		3,750
Payable for shareholder services fees		324,685
Other accrued expenses		248,534
Total Liabilities		5,540,958
Net Assets
(applicable to 96,074,001 shares outstanding)	$	2,549,214,210
Net Assets Consist of:
Paid-in capital	$	1,681,175,604
Accumulated net investment income		2,365,606
Accumulated net realized loss on investments and foreign currency transactions		(24,304,059	)
Net unrealized appreciation on investments		889,969,293
Net unrealized appreciation on foreign currency translations		7,766
Net Assets	$	2,549,214,210

Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,726,723,597 ÷ 64,729,475 shares outstanding; 150,000,000 shares authorized)	$	26.68
Class A:
Net Asset Value and redemption price per share ($215,353,591 ÷ 8,098,126 shares outstanding; 50,000,000 shares authorized)	$	26.59
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	28.21
Class C:
Net Asset Value and offering price per share ($224,804,244 ÷ 9,143,147 shares outstanding; 50,000,000 shares authorized)	$	24.59	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($382,332,778 ÷ 14,103,253 shares outstanding; 50,000,000 shares authorized)	$	27.11

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

Statement of Operations

For the Year Ended September 30, 2013

Investment Income:
Dividends (net of foreign withholding taxes of $955,538)	$	59,099,593
Interest		418,959
Total Investment Income		59,518,552
Expenses:
Investment advisory fees		23,496,165
Distribution fees - Class AAA		4,122,514
Distribution fees - Class A		463,202
Distribution fees - Class C		1,852,216
Shareholder services fees		2,064,448
Shareholder communication expenses		401,882
Custodian fees		294,945
Legal and audit fees		101,888
Directors’ fees		90,928
Registration expenses		86,482
Accounting fees		45,000
Interest expense		5,949
Miscellaneous expenses		144,119
Total Expenses		33,169,738
Less:
Custodian fee credits		(190	)
Net Expenses		33,169,548
Net Investment Income		26,349,004
Net Realized and Unrealized Gain on Investments and Foreign Currency:
Net realized gain on investments		56,304,506
Net realized gain on foreign currency transactions		138,389
Net realized gain on investments and foreign currency transactions		56,442,895
Net change in unrealized appreciation/depreciation:
on investments		366,261,540
on foreign currency translations		8,149
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		366,269,689
Net Realized and Unrealized Gain on Investments and Foreign Currency		422,712,584
Net Increase in Net Assets Resulting from Operations	$	449,061,588

See accompanying notes to financial statements.

11

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment income		$	26,349,004			$	24,425,358
Net realized gain on investments, swap contracts, and foreign currency transactions			56,442,895				10,477,418
Net change in unrealized appreciation on investments, swap contracts, and foreign currency translations			366,269,689				393,599,625
Net Increase in Net Assets Resulting from Operations			449,061,588				428,502,401
Distributions to Shareholders:
Net investment income
Class AAA			(41,888,838	)			(26,576,765	)
Class A			(4,873,154	)			(2,457,235	)
Class B*			—				(658	)
Class C			(5,331,075	)			(1,443,579	)
Class I			(8,549,926	)			(3,633,045	)
			(60,642,993	)			(34,111,282	)
Return of capital
Class AAA			—				(644,288	)
Class A			—				(55,324	)
Class B*			—				(464	)
Class C			—				(1,054,766	)
			—				(1,754,842	)
Total Distributions to Shareholders			(60,642,993	)			(35,866,124	)
Capital Share Transactions:
Class AAA			(152,071,501	)			(173,419,541	)
Class A			20,867,415				21,812,344
Class B*			—				(78,939	)
Class C			34,744,935				40,895,775
Class I			18,369,702				165,866,082
Net Increase/(Decrease) in Net Assets from Capital Share Transactions			(78,089,449	)			55,075,721
Redemption Fees			12,890				2,134
Net Increase in Net Assets			310,342,036				447,714,132
Net Assets:
Beginning of year			2,238,872,174				1,791,158,042
End of year (including undistributed net investment income of $2,365,606 and $1,264,748, respectively)		$	2,549,214,210			$	2,238,872,174

* Class B Shares were redeemed and closed on September 25, 2012.

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 year:

				Income (Loss) from Investment Operations											Distributions																								Ratios to Average Net Assets/ Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Period			Net Investment Income (a)			Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations				Net Investment Income				Return of Capital				Total Distributions				Redemption Fees (a)(b)			Net Asset Value, End of Period			Total Return †			Net Assets End of Period (in 000’s)			Net Investment Income			Operating Expenses			Portfolio Turnover Rate
Class AAA
2013		$	22.54		$	0.29		$	4.49			$	4.78			$	(0.64	)			—			$	(0.64	)		$	0.00		$	26.68		21.38	%		$	1,726,724		1.15	%		1.39	%		6	%
2012			18.52			0.25			4.13				4.38				(0.35	)		$	(0.01	)			(0.36	)			0.00			22.54		23.78				1,603,696		1.17			1.40			6
2011			18.65			0.16			0.07				0.23				(0.16	)			(0.20	)			(0.36	)			0.00			18.52		1.05				1,464,658		0.79			1.41			14
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
Class A
2013		$	22.47		$	0.28		$	4.48			$	4.76			$	(0.64	)			—			$	(0.64	)		$	0.00		$	26.59		21.36	%		$	215,353		1.14	%		1.39	%		6	%
2012			18.47			0.25			4.11				4.36				(0.35	)		$	(0.01	)			(0.36	)			0.00			22.47		23.73				164,177		1.19			1.40			6
2011			18.60			0.17			0.06				0.23				(0.16	)			(0.20	)			(0.36	)			0.00			18.47		1.06				115,210		0.82			1.41			14
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
Class C
2013		$	20.97		$	0.09		$	4.17			$	4.26			$	(0.64	)			—			$	(0.64	)		$	0.00		$	24.59		20.50	%		$	224,804		0.38	%		2.14	%		6	%
2012			17.38			0.09			3.86				3.95				(0.21	)		$	(0.15	)			(0.36	)			0.00			20.97		22.85				161,842		0.46			2.15			6
2011			17.65			0.02			0.07				0.09				(0.02	)			(0.34	)			(0.36	)			0.00			17.38		0.31				98,296		0.09			2.16			14
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
Class I
2013		$	22.84		$	0.35		$	4.56			$	4.91			$	(0.64	)			—			$	(0.64	)		$	0.00		$	27.11		21.67	%		$	382,333		1.38	%		1.14	%		6	%
2012			18.71			0.33			4.16				4.49				(0.36	)			—				(0.36	)			0.00			22.84		24.13				309,157		1.54			1.15			6
2011			18.80			0.23			0.04				0.27				(0.22	)		$	(0.14	)			(0.36	)			0.00			18.71		1.26				112,929		1.10			1.16			14
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

† 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.

(a) Per share amounts have been calculated using the average shares outstanding method.

(b) Amount represents less than $0.005 per share.

See accompanying notes to financial statements.

13

The Gabelli Equity Income Fund

Notes to Financial Statements

1. Organization. The Gabelli Equity Income Fund, a series of the Gabelli Equity Series Funds, Inc. (the “Corporation”), was incorporated on July 25, 1991 in Maryland. 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 on its assets 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.

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.

14

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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

— Level 1 — quoted prices in active markets for identical securities;

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the 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 September 30, 2013 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable  Inputs			Total Market Value at 9/30/13
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Energy and Utilities: Electric		$	20,877,071			—		$	0		$	20,877,071
Other Industries (a)			2,455,184,580			—			—			2,455,184,580
Total Common Stocks			2,476,061,651			—			0			2,476,061,651
Convertible Preferred Stocks:
Food and Beverage			—		$	103,405			—			103,405
Other Industries (a)			2,442,025			—			—			2,442,025
Total Convertible Preferred Stocks			2,442,025			103,405			—			2,545,430
Rights (a)			525,200			—			—			525,200
Warrants (a)			1,640,100			—			—			1,640,100
Corporate Bonds (a)			—			7,262,437			—			7,262,437
U.S. Government Obligations			—			56,207,970			—			56,207,970
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	2,480,668,976		$	63,573,812		$	0		$	2,544,242,788

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

The Fund did not have transfers between Level 1 and Level 2 during the year ended September 30, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

15

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

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 September 30, 2013, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for financial statements whose fiscal year begins after December 31, 2012. Management is currently evaluating the impact on the additional disclosure requirements on the Fund’s financial statements.

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.

16

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 received or paid on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. At September 30, 2013, the Fund held no investments in equity contract for difference swap 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 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 those of securities of comparable U.S. issuers.

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

Restricted Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted 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

17

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 securities the Fund held as of September 30, 2013, refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(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 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.

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. 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. Permanent differences are primarily due to recharacterization of distributions, tax treatment of currency gains and losses, and reclassifications of distributions from investments in real estate investment trusts. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2013, reclassifications were made to increase accumulated net investment income by $35,394,847 and decrease accumulated net realized loss on investments and foreign currency transactions by $446,332, with an offsetting adjustment to paid-in-capital.

18

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

The tax character of distributions paid during the years ended September 30, 2013 and September 30, 2012 was as follows:

	Year Ended September 30, 2013			Year Ended September 30, 2012
Distributions paid from:
Ordinary income		$	60,642,993		$	34,111,282
Return of capital			—			1,754,842
Total distributions paid		$	60,642,993		$	35,866,124

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 20%, and may cause such gains to be treated as ordinary income subject to a maximum federal income tax rate of 39.6%. In addition, for taxable years beginning on or after January 1, 2013, certain U.S. shareholders who are individuals, estates, or trusts and whose income exceeds certain thresholds will be required to pay 3.8% Medicare tax on their “net investment income,” which includes dividends received from the Fund and capital gains from the sale or other disposition of shares of the Fund. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. 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 $1.20 per share.

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, 2013, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(14,023,002	)
Net unrealized appreciation on investments		882,061,608
Total	$	868,038,606

At September 30, 2013, the Fund had net capital loss carryforwards for federal income tax purposes which are available to reduce future required distributions of net capital gains to shareholders. Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward for an unlimited period capital losses incurred in years beginning after December 22, 2010. In addition, these losses must be utilized prior to the losses incurred in pre-enactment taxable years. As a result of the rule, pre-enactment capital loss carryforwards may have an increased likelihood of expiring unused. Additionally, post enactment capital

19

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

losses that are carried forward will retain their character as either short term or long term capital losses rather than being considered all short term as under previous law.

Capital Loss Carryforward Available through 2018	$	5,779,719
Capital Loss Carryforward Available through 2019		8,243,283
Total Capital Loss Carryforwards	$	14,023,002

During the year ended September 30, 2013, the Fund utilized capital loss carryforwards of $57,919,526.

At September 30, 2013, the differences between book basis and tax basis unrealized appreciation were primarily due to deferral of losses from wash sales for tax purposes and tax basis adjustments on partnership, investments in passive foreign investment companies, and real estate investments trusts.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2013:

	Cost			Gross Unrealized Appreciation			Gross Unrealized Depreciation				Net Unrealized Appreciation
Investments		$	1,662,188,946		$	927,106,171		$	(45,052,329	)		$	882,053,842

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 year ended September 30, 2013, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2013, 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, 2010 through September 30, 2013 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 $18,000 plus $2,000 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. The Chairman of the Audit Committee receives a $3,000 annual fee, and the Lead Director receives an annual fee of $2,000. A Director may receive a single meeting fee, allocated among the participating funds, for attending 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.

20

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the Adviser, 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 during the year ended September 30, 2013, other than short term securities and U.S. Government obligations, aggregated $148,072,270 and $255,555,378, respectively.

6. Transactions with Affiliates. During the year ended September 30, 2013, the Fund paid brokerage commissions on security trades of $224,461 to G.research, Inc. (formerly Gabelli & Company, Inc.), an affiliate of the Adviser. Additionally, the Distributor retained a total of $197,891 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. During the year ended September 30, 2013, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2013, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2013 was $818,162 with a weighted average interest rate of 1.15%. The maximum amount borrowed at anytime during the year ended September 30, 2013 was $17,427,000.

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 the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, directly through the Distributor or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

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 years ended September 30, 2013 and September 30, 2012 amounted to $12,890 and $2,134, respectively.

21

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:

	Year Ended September 30, 2013						Year Ended September 30, 2012
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		7,432,312		$	184,885,486			14,361,618		$	303,464,063
Shares issued upon reinvestment of distributions		1,589,668			40,317,142			1,199,611			25,557,490
Shares redeemed		(15,448,311	)		(377,274,129	)		(23,498,722	)		(502,441,094	)
Net decrease		(6,426,331	)	$	(152,071,501	)		(7,937,493	)	$	(173,419,541	)
Class A
Shares sold		2,373,529		$	59,611,052			3,228,646		$	67,537,066
Shares issued upon reinvestment of distributions		159,832			4,056,585			97,038			2,064,798
Shares redeemed		(1,741,311	)		(42,800,222	)		(2,258,986	)		(47,789,520	)
Net increase		792,050		$	20,867,415			1,066,698		$	21,812,344
Class B*
Shares sold		—			—			608		$	11,530
Shares issued upon reinvestment of distributions		—			—			51			1,005
Shares redeemed		—			—			(4,422	)		(91,474	)
Net decrease		—			—			(3,763	)	$	(78,939	)
Class C
Shares sold		2,804,546		$	66,345,646			3,029,165		$	60,064,059
Shares issued upon reinvestment of distributions		166,930			3,934,359			88,822			1,775,195
Shares redeemed		(1,545,194	)		(35,535,070	)		(1,056,164	)		(20,943,479	)
Net increase		1,426,282		$	34,744,935			2,061,823		$	40,895,775
Class I
Shares sold		5,027,715		$	128,728,851			11,496,875		$	252,401,765
Shares issued upon reinvestment of distributions		270,917			6,997,768			153,070			3,333,904
Shares redeemed		(4,731,705	)		(117,356,917	)		(4,148,114	)		(89,869,587	)
Net increase		566,927		$	18,369,702			7,501,831		$	165,866,082

* Class B Shares were fully redeemed and closed on September 25, 2012.

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.

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading 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. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York 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, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

22

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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.

23

The Gabelli Equity Income Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Equity Income Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Equity Income Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2013, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Equity Income Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

November 25, 2013

24

The Gabelli Equity Income Fund

Additional Fund Information (Unaudited)

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

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Number of Funds in Fund Complex Overseen by Director	Principal Occupation(s) During Past Five Years	Other Directorships Held by Director4
INTERESTED DIRECTORS3 :
Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 71	Since 1991	27	Chairman, Chief Executive Officer, Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc., and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services); Director of CIBL, Inc. (broadcasting and wireless communications); Director, ICTC Group, Inc. (communications); Director of RLJ Acquisition Inc. (blank check company) (2011-2012)
John D. Gabelli Director Age: 69	Since 1991	10	Senior Vice President of G.research, Inc.	—
INDEPENDENT DIRECTORS5 :
Anthony J. Colavita Director Age: 77	Since 1991	35	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 69	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics); Director of LGL Group, Inc. (diversified manufacturing)
Robert J. Morrissey Director Age: 74	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 45	Since 2009	13	President of Advanced Polymer, Inc. (chemical wholesale company)	—
Anthony R. Pustorino Director Age: 88	Since 1991	13	Certified Public Accountant; Professor Emeritus, Pace University	Director of LGL Group, Inc. (diversified manufacturing) (2002-2010)
Anthonie C. van Ekris Director Age: 79	Since 1991	20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 67	Since 2001	29	Chairman (since 1978) of Zizza & Associates Corp. (financial consulting); Chairman (since 2005) of Metropolitan Paper Recycling, Inc. (recycling); Chairman (since 1999) of Harbor BioSciences, Inc. (biotechnology)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceutical); Chairman of Bion Environmental Technologies (technology); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012).

25

The Gabelli Equity Income Fund

Additional Fund Information (Continued) (Unaudited)

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Principal Occupation(s) During Past Five Years
OFFICERS:
Bruce N. Alpert President, Secretary, and Acting Chief Compliance Officer Age: 61	Since 1991 Since November 2011	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc. 2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 55	Since 2006	President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex

1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

2 Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Fund’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

3 “Interested person” of the Fund as defined in the 1940 Act. Messers. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

4 This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

5 Directors who are not interested persons are considered “Independent” Directors.

2013 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2013, the Fund paid to shareholders ordinary income distributions (comprised of net investment income) totaling $0.64, $0.64, $0.64, and $0.64 per share for Class AAA, Class A, Class C, and Class I, respectively. For the year ended September 30, 2013, 78.56% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 93.62% of the ordinary income distribution (excluding return of capital distributions) as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.72% of the ordinary income distribution as qualified interest income pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the year ended September 30, 2013 which was derived from U.S. Treasury securities was 0.01%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2013. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

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

26

GABELLI EQUITY INCOME FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. that he founded in 1977 and Chief Investment Officer – Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

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. ^© 2013 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.

Gabelli Equity Series Funds, Inc.

THE GABELLI EQUITY INCOME FUND

One Corporate Center

Rye, New York 10580-1422

t 800-GABELLI (800-422-3554)

f 914-921-5118

e info@gabelli.com

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,

G.research, Inc.

Robert J. Morrissey

Partner,

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 & Associates Corp.

OFFICERS

Bruce N. Alpert

President, Secretary, and

Acting Chief Compliance

Officer

Agnes Mullady

Treasurer

DISTRIBUTOR

G.distributors, LLC

CUSTODIAN, TRANSFER

AGENT, AND DIVIDEND

DISBURSING 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.

Overall Morningstar Rating ^TM

Morningstar^® rated The Gabelli Equity Income Fund Class AAA Shares 4 stars overall, 3 stars for the three year period, 4 stars for the five year period, and 5 stars for the ten year period ended September 30, 2013 among 1,372, 1,372, 1,233, and 779 Large Blend funds, respectively. Morningstar Rating^TM is based on risk-adjusted returns.

GAB444Q313AR

The Gabelli Focus Five Fund

Annual Report — September 30, 2013

To Our Shareholders,

For the fiscal year ended September 30, 2013, the net asset value (“NAV”) per Class I Share of The Gabelli Focus Five Fund increased 28.0% compared with an increase of 19.3% for the Standard & Poor’s (“S&P”) 500 Index. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of September 30, 2013.

Performance Discussion (Unaudited)

During the fiscal year ended September 30, 2013, assets under management increased from $36.1 million to $408.5 million, a dramatic rise we attribute to the unique investment approach the Fund adopted on January 1, 2012. The Fund employed a small cap value strategy, prior to becoming a concentrated “best ideas” strategy comprised of 25-35 securities across all market capitalizations.

Despite the Fund’s strong investment performance during the fiscal year, the biggest detractor was the relatively high percentage of cash held as a result of the aforementioned inflows and a conservative methodology for allocating capital. Cash as a percentage of AUM averaged just under 20% during the fiscal year, and offset some of the better performing individual investments like Weatherford International Ltd. (4.0% of net assets as of September 30, 2013), GNC Holdings Inc. (3.0%), Inventure Foods Inc. (1.0%), and Tenneco Inc. (0.7%).

The Fund’s investment objective, seeking to provide a high level of capital appreciation, remains unchanged.

We appreciate your continuing confidence and trust.

Comparative Results

Average Annual Returns through September 30, 2013 (a)(b) (Unaudited)

	1 Year(c)			5 Year			10 Year			Since January  1, 2012(c)			Since Inception (12/31/02)
Class AAA (GWSVX)		27.74	%		10.50	%		9.67	%		25.53	%		9.54	%
S&P 500 Index		19.34			10.02			7.57			20.69	(d)		8.40
Class A (GWSAX)		27.76			10.52			9.72			25.58			9.57
With sales charge (e)		20.41			9.19			9.05			21.40			8.95
Class C (GWSCX)		26.80			9.71			8.88			24.64			8.78
With contingent deferred sales charge (f)		25.80			9.71			8.88			24.64			8.78
Class I (GWSIX)		28.00			10.82			9.84			25.89			9.69

In the current prospectuses dated January 28, 2013, the gross expense ratios for Class AAA, A, C, and I Shares are stated as 2.41%, 2.41%, 3.16%, and 2.16%, respectively, and the net expense ratios after contractual reimbursements by Gabelli Funds, LLC (the “Adviser”) in place through January 31, 2014 are 1.70%, 1.70%, 2.45%, and 1.45%, respectively. See page 9 for the expense ratios for the year ended September 30, 2013. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A and C Shares is 5.75% and 1.00%, respectively. The actual expense ratios may be lower than what is stated in the prospectuses.

(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. Visit www.gabelli.com for performance information as of the most recent month end. Returns would have been lower had the Adviser not reimbursed certain expenses of the Fund. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The Class AAA Share NAVs 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. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. Dividends are considered reinvested. You cannot invest directly in an index.

(b) The Fund’s fiscal year ends September 30.

(c) On January 1, 2012, the Fund changed its investment strategy to the current investment strategy. (d) S&P 500 Index performance is as of December 31, 2011.

(e) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.

(f) Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI FOCUS FIVE FUND CLASS AAA AND THE S&P 500 INDEX (Unaudited)

* Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

2

The Gabelli Focus Five Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from April 1, 2013 through September 30, 2013	Expense Table

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

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

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

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

Hypothetical 5% Return: This section provides information about hypothetical account values and

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2013.

	Beginning Account Value 04/01/13	Ending Account Value 09/30/13	Annualized Expense Ratio	Expenses Paid During Period*
The Gabelli Focus Five Fund
Actual Fund Return
Class AAA	$1,000.00	$1,064.40	1.48%	$7.66
Class A	$1,000.00	$1,064.60	1.48%	$7.66
Class C	$1,000.00	$1,061.20	2.23%	$11.52
Class I	$1,000.00	$1,065.70	1.23%	$6.37
Hypothetical 5% Return
Class AAA	$1,000.00	$1,017.65	1.48%	$7.49
Class A	$1,000.00	$1,017.65	1.48%	$7.49
Class C	$1,000.00	$1,013.89	2.23%	$11.26
Class I	$1,000.00	$1,018.90	1.23%	$6.23

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2013:

The Gabelli Focus Five Fund

Long Positions	Percent
U.S. Government Obligations		19.1%
Cable and Satellite		10.8%
Retail		9.8%
Health Care		8.1%
Computer Software and Services		6.0%
Energy and Utilities		5.5%
Consumer Services		5.5%
Diversified Industrial		4.9%
Food and Beverage		4.8%
Machinery		4.8%
Automotive		4.4%
Specialty Chemicals		4.3%
Financial Services		3.9%
Communications		2.4%

Publishing	2.2%
Entertainment	2.1%
Automotive: Parts and Accessories	1.1%
Equipment and Supplies	0.0%
Other Assets and Liabilities (Net)	0.4%
Short Positions
Call Options Written	(0.1)%
Put Options Written	(0.0)%
	100.0%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. 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 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

4

The Gabelli Focus Five Fund

Schedule of Investments — September 30, 2013

Shares			Cost		Market Value
		COMMON STOCKS — 80.6%
		Automotive — 4.4%
	500,000	General Motors Co.†	$	15,539,042	$	17,985,000
		Automotive: Parts and Accessories — 1.1%
	80,800	Dana Holding Corp.		986,548		1,845,472
	54,400	Tenneco Inc.†		2,069,271		2,747,200
				3,055,819		4,592,672
		Cable and Satellite — 10.8%
	288,900	DIRECTV†		16,310,964		17,261,775
	115,000	EchoStar Corp., Cl. A†		3,578,399		5,053,100
	290,100	Liberty Global plc, Cl. C†		20,484,416		21,882,243
				40,373,779		44,197,118
		Communications — 2.4%
	135,000	American Tower Corp.		9,495,094		10,007,550
		Computer Software and Services — 6.0%
	175,000	Blucora Inc.†		2,596,149		4,021,500
	542,149	Guidance Software Inc.†		4,896,770		4,917,291
	1,367,012	Internap Network Services Corp.†		9,948,422		9,500,734
	849,764	RealD Inc.†		9,285,370		5,948,348
				26,726,711		24,387,873
		Consumer Services — 5.5%
	550,000	The ADT Corp.		22,415,369		22,363,000
		Diversified Industrial — 4.9%
	131,879	Haynes International Inc.		6,361,365		5,978,075
	125,705	Tredegar Corp.		3,088,470		3,268,330
	302,700	Tyco International Ltd.		9,655,929		10,588,446
				19,105,764		19,834,851
		Energy and Utilities — 5.5%
	190,000	CONSOL Energy Inc.		5,579,877		6,393,500
	1,062,100	Weatherford International Ltd.†		12,957,831		16,281,993
				18,537,708		22,675,493
		Entertainment — 2.1%
	481,540	Take-Two Interactive Software Inc.†		8,508,955		8,744,766
		Equipment and Supplies — 0.0%
	3,200	Gerber Scientific Inc., Escrow†		0		32
		Financial Services — 3.9%
	325,000	CIT Group Inc.†		14,018,996		15,850,250
		Food and Beverage — 4.8%
	70,000	Boulder Brands Inc.†		612,122		1,122,800
	304,495	Hillshire Brands Co.		9,831,034		9,360,176
	395,235	Inventure Foods Inc.†		2,547,687		4,149,968
	47,289	The J.M. Smucker Co.		4,740,481		4,967,237
				17,731,324		19,600,181

Shares			Cost		Market Value
		Health Care — 8.1%
	170,000	DaVita HealthCare Partners Inc.†	$	9,517,864	$	9,673,000
	130,000	Endo Health Solutions Inc.†		3,903,912		5,907,200
	139,400	Express Scripts Holding Co.†		8,327,321		8,612,132
	1,014,817	Lexicon Pharmaceuticals Inc.†		1,983,981		2,405,116
	125,000	Medtronic Inc.		6,732,324		6,656,250
				30,465,402		33,253,698
		Machinery — 4.8%
	280,000	Kennametal Inc.		10,846,791		12,768,000
	239,000	Xylem Inc.		6,125,096		6,675,270
				16,971,887		19,443,270
		Publishing — 2.2%
	550,000	News Corp., Cl. A†		8,452,126		8,833,000
		Retail — 9.8%
	227,500	GNC Holdings Inc., Cl. A		7,923,200		12,428,325
	285,347	Macy’s Inc.		12,560,060		12,346,965
	302,202	Outerwall Inc.†		15,558,146		15,107,078
				36,041,406		39,882,368
		Specialty Chemicals — 4.3%
	600,000	Chemtura Corp.†		13,068,474		13,794,000
	191,384	Huntsman Corp.		3,752,707		3,944,424
				16,821,181		17,738,424
		TOTAL COMMON STOCKS		304,260,563		329,389,546
Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 19.1%
	$77,803,000	U.S. Treasury Bills,
		0.010% to 0.090%††,
		10/10/13 to 03/20/14(a)		77,795,267		77,800,448
		TOTAL INVESTMENTS — 99.7%	$	382,055,830		407,189,994
		CALL OPTIONS WRITTEN — (0.1)% (Premiums received $76,961)				(174,080	)
		PUT OPTIONS WRITTEN — (0.0)% (Premiums received $72,025)				(13,750	)
		Other Assets and Liabilities (Net) — 0.4%				1,464,484
		NET ASSETS — 100.0%			$	408,466,648

See accompanying notes to financial statements.

5

The Gabelli Focus Five Fund

Schedule of Investments (Continued) — September 30, 2013

Number of Contracts			Expiration Date/ Exercise Price		Market Value
		OPTIONS CONTRACTS WRITTEN (b) — (0.1)%
		Call Options Written — (0.1)%
	272	Tenneco Inc.		Oct. 13/44	$	174,080
		Put Options Written — (0.0)%
	500	National Fuel Gas Co.		Jan. 14/50		13,750
		TOTAL OPTIONS CONTRACTS WRITTEN (Premiums received $148,986)			$	187,830

(a) At September 30, 2013, $11,140,000 of the principal amount was pledged as collateral for options written.

(b) At September 30, 2013, the Fund had entered into exchange traded Option Contracts Written with Pershing LLC.

† Non-income producing security.

†† Represents annualized yield at date of purchase.

See accompanying notes to financial statements.

6

The Gabelli Focus Five Fund

Statement of Assets and Liabilities

September 30, 2013

Assets:
Investments, at value (cost $382,055,830)	$407,189,994
Cash	1,779
Deposit at brokers	927,368
Receivable for investments sold	7,290,502
Receivable for Fund shares sold	6,450,911
Dividends receivable	126,314
Prepaid expenses	34,041
Total Assets	422,020,909
Liabilities:
Call options written (premiums received $76,961)	174,080
Put options written (premiums received $72,025)	13,750
Payable for investments purchased	12,534,044
Payable for Fund shares redeemed	285,228
Payable for investment advisory fees	309,347
Payable for distribution fees	92,971
Payable for accounting fees	3,750
Other accrued expenses	141,091
Total Liabilities	13,554,261
Net Assets (applicable to 29,920,855 shares     outstanding)	$408,466,648
Net Assets Consist of:
Paid-in capital	$378,974,911
Accumulated net realized gain on investments	4,396,417
Net unrealized appreciation on investments	25,134,164
Net unrealized depreciation on written options	(38,844	)
Net Assets	$408,466,648

Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($50,274,825 ÷ 3,663,983 shares outstanding; 100,000,000 shares authorized)	$13.72
Class A:
Net Asset Value and redemption price per share ($192,156,714 ÷ 13,878,143 shares outstanding; 50,000,000 shares authorized)	$13.85
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$14.69
Class C:
Net Asset Value and offering price per share ($55,865,389 ÷ 4,473,358 shares outstanding; 50,000,000 shares authorized)	$12.49	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($110,169,720 ÷ 7,905,371 shares outstanding; 50,000,000 shares authorized)	$13.94

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

Statement of Operations

For the Year Ended September 30, 2013

Investment Income:
Dividends	$	857,719
Interest		27,536
Total Investment Income		885,255
Expenses:
Investment advisory fees		1,793,203
Distribution fees - Class AAA		76,242
Distribution fees - Class A		218,716
Distribution fees - Class C		229,624
Registration expenses		108,738
Shareholder services fees		99,128
Shareholder communications expenses		44,450
Custodian fees		38,940
Accounting fees		37,500
Legal and audit fees		32,093
Directors’ fees		4,473
Miscellaneous expenses		14,313
Total Expenses		2,697,420
Plus:
Expenses recovered by the Adviser (See Note 3)		140,973
Less:
Custodian fee credits		(837	)
Net Expenses		2,837,556
Net Investment Loss		(1,952,301	)
Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency:
Net realized gain on investments		6,327,190
Net realized gain on written options		410,054
Net realized gain on foreign currency transactions		40,184
Net realized gain on investments, written options, and foreign currency transactions		6,777,428
Net change in unrealized appreciation/ depreciation
on investments		23,429,780
on written options		(38,844	)
Net change in unrealized appreciation/ depreciation on investments and written options		23,390,936
Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency		30,168,364
Net Increase in Net Assets Resulting from Operations	$	28,216,063

See accompanying notes to financial statements.

7

The Gabelli Focus Five Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment loss		$	(1,952,301	)		$	(134,190	)
Net realized gain on investments, written options, and foreign currency transactions			6,777,428				1,294,797
Net change in unrealized appreciation on investments and written options			23,390,936				2,260,830
Net Increase in Net Assets Resulting from Operations			28,216,063				3,421,437
Distributions to Shareholders:
Net realized gain
Class AAA			(419,316	)			(42,840	)
Class A			(480,398	)			(2,071	)
Class C			(124,218	)			(1,905	)
Class I			(512,805	)			(702	)
Total Distributions to Shareholders			(1,536,737	)			(47,518	)
Capital Share Transactions:
Class AAA			33,193,251				4,537,223
Class A			171,356,636				7,210,628
Class C			51,046,361				1,586,991
Class I			90,128,010				13,734,180
Net Increase in Net Assets from Capital Share Transactions.			345,724,258				27,069,022
Redemption Fees			458				14
Net Increase in Net Assets			372,404,042				30,442,955
Net Assets:
Beginning of year			36,062,606				5,619,651
End of year (including undistributed net investment income of $0 and $0, respectively)		$	408,466,648			$	36,062,606

See accompanying notes to financial statements.

8

The Gabelli Focus Five Fund

Financial Highlights

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

			Income (Loss) from Investment Operations									Distributions															Ratios to Average Net Assets/ Supplemental Data
Year Ended         September                30	Net Asset Value, Beginning of Period		Net Investment Loss (a)(b)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Net Realized Gain on Investments			Total Distributions			Redemption Fees (b)(c)		Net Asset Value, End of Period		Total Return †			Net Assets End of Period (in 000’s)		Net Investment Loss (a)			Expenses Net of Waivers/ Reimburse- ments (d)			Expenses Before Waivers/ Reimburse- ments			Portfolio Turnover Rate
Class AAA
2013		$11.11		$(0.14	)		$3.13			$2.99			$(0.38	)		$(0.38	)		$0.00		$13.72		27.74	%		$50,275		(1.05	)%		1.54	%(e)		1.54	%(e)		69	%
2012		8.19		(0.11	)		3.10			2.99			(0.07	)		(0.07	)		0.00		11.11		36.71			11,714		(1.09	)		2.01			2.69	(f)		140
2011		8.92		(0.12	)		(0.61	)		(0.73	)		—			—			0.00		8.19		(8.18	)		5,207		(1.21	)		2.01			2.80	(f)		40
2010		7.90		(0.11	)		1.13			1.02			—			—			—		8.92		12.91			5,739		(1.33	)		2.01			3.09	(f)		61
2009		9.30		(0.07	)		(0.92	)		(0.99	)		(0.41	)		(0.41	)		0.00		7.90		(8.99	)		5,462		(1.04	)		2.01			3.34	(f)		62
Class A
2013		$11.21		$(0.14	)		$3.16			$3.02			$(0.38	)		$(0.38	)		$0.00		$13.85		27.76	%		$192,157		(1.05	)%		1.54	%(e)		1.54	%(e)		69	%
2012		8.26		(0.13	)		3.15			3.02			(0.07	)		(0.07	)		0.00		11.21		36.76			7,574		(1.20	)		2.01			2.69	(f)		140
2011		8.99		(0.12	)		(0.61	)		(0.73	)		—			—			0.00		8.26		(8.12	)		139		(1.21	)		2.01			2.80	(f)		40
2010		7.96		(0.11	)		1.14			1.03			—			—			—		8.99		12.94			116		(1.27	)		2.01			3.09	(f)		61
2009		9.37		(0.07	)		(0.93	)		(1.00	)		(0.41	)		(0.41	)		0.00		7.96		(9.04	)		50		(1.06	)		2.01			3.34	(f)		62
Class C
2013		$10.22		$(0.22	)		$2.87			$2.65			$(0.38	)		$(0.38	)		$0.00		$12.49		26.80	%		$55,865		(1.79	)%		2.29	%(e)		2.29	%(e)		69	%
2012		7.59		(0.17	)		2.87			2.70			(0.07	)		(0.07	)		0.00		10.22		35.79			1,913		(1.83	)		2.76			3.44	(f)		140
2011		8.33		(0.18	)		(0.56	)		(0.74	)		—			—			0.00		7.59		(8.88	)		192		(1.96	)		2.76			3.55	(f)		40
2010		7.43		(0.16	)		1.06			0.90			—			—			—		8.33		12.11			119		(2.09	)		2.76			3.84	(f)		61
2009		8.84		(0.11	)		(0.89	)		(1.00	)		(0.41	)		(0.41	)		0.00		7.43		(9.61	)		122		(1.78	)		2.76			4.09	(f)		62
Class I
2013		$11.26		$(0.11	)		$3.17			$3.06			$(0.38	)		$(0.38	)		$0.00		$13.94		28.00	%		$110,170		(0.79	)%		1.29	%(e)		1.29	%(e)		69	%
2012		8.27		(0.09	)		3.15			3.06			(0.07	)		(0.07	)		0.00		11.26		37.21			14,862		(0.84	)		1.76			2.44	(f)		140
2011		8.98		(0.10	)		(0.61	)		(0.71	)		—			—			0.00		8.27		(7.91	)		82		(0.96	)		1.76			2.55	(f)		40
2010		7.93		(0.09	)		1.14			1.05			—			—			—		8.98		13.24			67		(1.09	)		1.76			2.84	(f)		61
2009		9.31		(0.05	)		(0.92	)		(0.97	)		(0.41	)		(0.41	)		0.00		7.93		(8.76	)		59		(0.79	)		1.76			3.09	(f)		62

† 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.

(a) Due to capital share activity, net investment loss per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.

(b) Per share amounts have been calculated using the average shares outstanding method.

(c) Amount represents less than $0.005 per share.

(d) The Fund incurred interest expense during the years ended September 30, 2011, 2010, and 2009. If interest expense had not been incurred, each year the ratios of operating expenses to average net assets would have been 2.00% (Class AAA and Class A), 2.75% (Class C), and 1.75% (Class I), respectively. For the year ended September 30, 2013, there was no interest expense, and for the year ended September 30, 2012, the effect of interest expense was minimal.

(e) Under an expense deferral agreement with the Adviser, the Adviser recovered from the Fund $140,973 for the year ended September 30, 2013, representing previously reimbursed expenses from the Adviser. Had such payment not been made, the expense ratio would have been 1.48% (Class AAA), 1.48% (Class A), 2.23% (Class C), and 1.23% (Class I).

(f) 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.

See accompanying notes to financial statements.

9

The Gabelli Focus Five Fund

Notes to Financial Statements

1. Organization. The Gabelli Focus Five Fund is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”). The Corporation was incorporated on July 25, 1991 in Maryland. 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 of the Corporation. The Fund seeks to provide a high level of capital appreciation. 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.

10

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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

— Level 1 — quoted prices in active markets for identical securities;

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the 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 September 30, 2013 is as follows:

	Valuation Inputs										Total Market Value at 9/30/13
	Level 1 Quoted Prices				Level 2 Other Significant Observable Inputs			Level 3 Significant Unobservable  Inputs
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Equipment and Supplies			—				—		$	32		$	32
Other Industries (a)		$	329,389,514				—			—			329,389,514
Total Common Stocks			329,389,514				—			32			329,389,546
U.S. Government Obligations			—			$	77,800,448			—			77,800,448
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	329,389,514			$	77,800,448		$	32		$	407,189,994
INVESTMENTS IN SECURITIES:
LIABILITIES (Market Value):
EQUITY CONTRACTS:
Call Options Written		$	(174,080	)			—			—		$	(174,080	)
Put Options Written			(13,750	)			—			—			(13,750	)
TOTAL INVESTMENTS IN SECURITIES - LIABILITIES		$	(187,830	)			—			—		$	(187,830	)

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

The Fund did not have transfers between Level 1 and Level 2 during the year ended September 30, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

11

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

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 September 30, 2013, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for financial statements whose fiscal year begins after December 31, 2012. Management is currently evaluating the impact on the additional disclosure requirements on the Fund’s financial statements.

Options. The Fund may purchase or write call or put options on securities or indices for the purpose of increasing the income of the Fund. As a writer of put options, the Fund receives a premium at the outset and then bears the risk of unfavorable changes in the price of the financial instrument underlying the option. The Fund would incur a loss if the price of the underlying financial instrument decreases between the date the

12

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

option is written and the date on which the option is terminated. The Fund would realize a gain, to the extent of the premium, if the price of the financial instrument increases between those dates. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a written put option is exercised, the premium reduces the cost basis of the security. As a purchaser of put options, the Fund pays a premium for the right to sell to the seller of the put option the underlying security at a specified price. The seller of the put has the obligation to purchase the underlying security upon exercise at the exercise price. If the price of the underlying security declines, the Fund would realize a gain upon sale or exercise. If the price of the underlying security increases or stays the same, the Fund would realize a loss upon sale or at expiration date, but only to the extent of the premium paid.

In the case of call options, these exercise prices are referred to as “in-the-money,” “at-the-money,” and “out-of-the-money,” respectively. The Fund may write (a) in-the-money call options when the Adviser expects that the price of the underlying security will remain stable or decline during the option period, (b) at-the-money call options when the Adviser expects that the price of the underlying security will remain stable, decline, or advance moderately during the option period, and (c) out-of-the-money call options when the Adviser expects that the premiums received from writing the call option will be greater than the appreciation in the price of the underlying security above the exercise price. By writing a call option, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. Out-of-the-money, at-the-money, and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be utilized in the same market environments that such call options are used in equivalent transactions. Option positions at September 30, 2013 are reflected within the Schedule of Investments.

The Fund’s volume of activity in equity options contracts during the year ended September 30, 2013 had an average monthly market value of approximately $470,414. Please refer to Note 5 for option activity during the year ended September 30, 2013.

As of September 30, 2013, the value of equity option positions can be found in the Statement of Assets and Liabilities under Liabilities, Call options written and Put options written. For the year ended September 30, 2013, the effect of equity option positions can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency, Net realized gain on written options and Net change in unrealized depreciation on written options.

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 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.

13

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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 those of securities of comparable U.S. issuers.

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

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(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 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.

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. Permanent differences were primarily due to reclassifications of short term gains against current year net operating loss. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2013, reclassifications were made to increase accumulated net investment income by $2,054,154 and decrease accumulated net realized gain on investments by $2,054,154.

14

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The tax character of distributions paid during the years ended September 30, 2013 and September 30, 2012 was as follows:

	Year Ended September 30, 2013		Year Ended September 30, 2012
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$    768,368		$35,473
Net long term capital gains		768,369		12,045
Total distributions paid		$1,536,737		$47,518

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

As of September 30, 2013, the components of accumulated earnings/losses on a tax basis were as follows:

Undistributed ordinary income	$	3,947,292
Undistributed long term gains		670,689
Net unrealized appreciation on investments		24,873,756
Total	$	29,491,737

At September 30, 2013, the temporary difference between book basis and tax basis net unrealized appreciation/depreciation on investments was due to deferral of losses from wash sales for tax purposes.

The following summarizes the tax cost of investments, written options, and the related net unrealized appreciation/depreciation at September 30, 2013:

	Cost/ Premiums				Gross Unrealized Appreciation			Gross Unrealized Depreciation				Net Unrealized Appreciation/ Depreciation
Investments		$	382,277,394			$	30,565,631		$	(5,653,031	)		$	24,912,600
Written options			(148,986	)			58,275			(97,119	)			(38,844	)
						$	30,623,906		$	(5,750,150	)		$	24,873,756

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. As of September 30, 2013, 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, 2010 through September 30, 2013 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

15

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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 investment advisory fees and/or reimburse expenses of the Fund to the extent necessary to maintain the annualized total operating expenses of the Fund (excluding of brokerage, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) at 1.70%, 1.70%, 2.45%, and 1.45%, respectively, of Class AAA, Class A, Class C, and Class I Shares’ average daily net assets through January 31, 2014. 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, after giving effect to the reimbursement, would not exceed the foregoing limitations. During the year ended September 30, 2013, the Adviser recovered $140,973 representing the balance of previously reimbursed expenses.

The Corporation pays each Director who is not considered an affiliated person an annual retainer of $18,000 plus $2,000 for each Board meeting attended, and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $1,000 per meeting attended. The Chairman of the Audit Committee receives a $3,000 annual fee, and the Lead Director receives an annual fee of $2,000. A Director may receive a single meeting fee, allocated among the participating funds, for attending 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. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the Fund, 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 during the year ended September 30, 2013, other than short term securities and U.S. Government obligations, aggregated $371,285,631 and $101,746,083, respectively.

Written options activity for the Fund for the year ended September 30, 2013 was as follows:

	Number of Contracts			Premiums
Options outstanding at September 30, 2012		0			$	0
Options written		13,099				1,671,948
Options closed		(3,257	)			(438,098	)
Options expired		(6,862	)			(725,972	)
Options exercised		(2,208	)			(358,892	)
Options outstanding at September 30, 2013		772			$	148,986

6. Transactions with Affiliates. During the year ended September 30, 2013, the Distributor retained a total of $198,620 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

16

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the year ended September 30, 2013, the Fund paid or accrued $37,500 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 rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended September 30, 2013, there were no borrowings under the line of credit.

8. Capital Stock Transactions. 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 the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, directly through the Distributor or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

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 years ended September 30, 2013 and September 30, 2012 amounted to $458 and $14, respectively.

17

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:

	Year Ended September 30, 2013						Year Ended September 30, 2012
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		3,555,515		$	45,598,904			675,204		$	7,074,187
Shares issued upon reinvestment of distributions		36,030			398,495			4,401			39,124
Shares redeemed		(981,549	)		(12,804,148	)		(261,417	)		(2,576,088	)
Net increase		2,609,996		$	33,193,251			418,188		$	4,537,223
Class A
Shares sold		14,002,932		$	182,128,658			682,064		$	7,454,632
Shares issued upon reinvestment of distributions		41,652			464,833			201			1,797
Shares redeemed		(841,890	)		(11,236,855	)		(23,610	)		(245,801	)
Net increase		13,202,694		$	171,356,636			658,655		$	7,210,628
Class C
Shares sold		4,391,247		$	52,325,064			182,113		$	1,777,069
Shares issued upon reinvestment of distributions		11,250			113,960			125			1,035
Shares redeemed		(116,286	)		(1,392,663	)		(20,340	)		(191,113	)
Net increase		4,286,211		$	51,046,361			161,898		$	1,586,991
Class I
Shares sold		7,175,192		$	98,356,000			1,327,355		$	13,915,179
Shares issued upon reinvestment of distributions		45,742			512,762			77			694
Shares redeemed		(635,776	)		(8,740,752	)		(17,163	)		(181,693	)
Net increase		6,585,158		$	90,128,010			1,310,269		$	13,734,180

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.

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading 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. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York 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, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

11. Subsequent Events. Effective November 20, 2013, Ms. Elizabeth Lilly and Ms. Sarah Donnelly resigned as Portfolio Managers of the Fund. Mr. Daniel Miller continues to serve as Portfolio Manager of the Fund. Mr. Miller has served as Portfolio Manager of the Fund since January 1, 2012.

18

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

Management has evaluated the impact on the Fund of all other subsequent events occurring through the date the financial statements were issued and has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

19

The Gabelli Focus Five Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Focus Five Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Focus Five Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2013, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Focus Five Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

November 25, 2013

20

The Gabelli Focus Five Fund

Additional Fund Information

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

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Number of Funds in Fund Complex Overseen by Director	Principal Occupation(s) During Past Five Years	Other Directorships Held by Director4
INTERESTED DIRECTORS3 :
Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 71	Since 1991	27	Chairman, Chief Executive Officer, Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc., and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services); Director of CIBL, Inc. (broadcasting and wireless communications); Director, ICTC Group, Inc., (communications); Director of RLJ Acquisition Inc. (blank check company)(2011-2012)
John Gabelli Director Age: 69	Since 1991	10	Senior Vice President of G.research, Inc.	—
INDEPENDENT DIRECTORS5 :
Anthony J. Colavita Director Age: 77	Since 1991	35	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 69	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics); Director of LGL Group, Inc. (diversified manufacturing)
Robert J. Morrissey Director Age: 74	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 45	Since 2009	13	President of Advanced Polymer, Inc. (chemical wholesale company)	—
Anthony R. Pustorino Director Age: 88	Since 1991	13	Certified Public Accountant; Professor Emeritus, Pace University	Director of LGL Group, Inc. (diversified manufacturing) (2002-2010)
Anthonie C. van Ekris Director Age: 79	Since 1991	20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 67	Since 2001	29	Chairman (since 1978) of Zizza & Associates Corp. (financial consulting); Chairman (since 2005) of Metropolitan Paper Recycling, Inc. (recycling); Chairman (since 1999) of Harbor BioSciences, Inc. (biotechnology)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); Chairman of Bion Environmental Technologies (technology); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012).

21

The Gabelli Focus Five Fund

Additional Fund Information (Continued)

Name, Position(s) Address1 and Age	Term of Office and Length of Time Served2	Principal Occupation(s) During Past Five Years
OFFICERS:
Bruce N. Alpert President, Secretary, and Acting Chief Compliance Officer Age: 61	Since 1991 Since November 2011	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc. 2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 55	Since 2006	President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex

¹  Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

²  Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Fund’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

³  “Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

⁴  This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁵  Directors who are not interested persons are considered “Independent” Directors.

2013 TAX NOTICE TO SHAREHOLDERS

For the year ended September 30, 2013, ordinary income distributions (comprised of short term capital gains) totaling $0.19 for each class, and long term capital gains totaling $768,369, or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors. For the year ended September 30, 2013, 12.57% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 12.47% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 100% of the ordinary income distribution as qualified short term gain pursuant to the American Jobs Creation Act of 2004.

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

22

THE GABELLI FOCUS FIVE FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

Daniel M. Miller has been the portfolio manager of the Gabelli Focus Five Fund since inception of the investment strategy on January 1, 2012. He is also a Managing Director of GAMCO and Chairman of Gabelli & Company, the firm’s institutional research business. Mr. Miller served as Head of Institutional Equities at Gabelli & Company from 2004 - 2011, where he oversaw a significant expansion of the brokerage business. His responsibilities included managing the firm’s daily research meetings, the institutional sales and trading teams, and seven industry conferences. Mr. Miller graduated magna cum laude with a degree in finance from the University of Miami in Coral Gables, FL.

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.

Gabelli Equity Series Funds, Inc.

THE GABELLI FOCUS FIVE FUND

One Corporate Center

Rye, New York 10580-1422

t 800-GABELLI (800-422-3554)

f 914-921-5118

e info@gabelli.com

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,

G.research, Inc.

Robert J. Morrissey

Partner,

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 & Associates Corp.

OFFICERS

Bruce N. Alpert

President, Secretary, and

Acting Chief Compliance

Officer

Agnes Mullady

Treasurer

DISTRIBUTOR

G.distributors, LLC

CUSTODIAN, TRANSFER

AGENT, AND DIVIDEND

DISBURSING 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 Focus Five Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

GAB840Q313AR

Item 2. Code of Ethics.

  (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

  (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

  (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

Audit Fees

  (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $77,300 in 2012 and $80,100 in 2013.

Audit-Related Fees

  (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 in 2012 and $0 in 2013.

Tax Fees

  (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $9,600 in 2012 and $10,200 in 2013. Tax fees represent tax compliance services provided in connection with the review of the Registrant’s tax returns.

All Other Fees

  (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2012 and $0 in 2013.

(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

Pre-Approval Policies and Procedures. The Audit Committee (“Committee”) of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC (“Gabelli”) that provides services to the registrant (a “Covered Services Provider”) if the independent registered public accounting firm’s engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson’s pre-approval of such services, his or her decision(s). The Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the delegation of some or all of the Committee’s pre-approval responsibilities to the other persons (other than Gabelli or the registrant’s officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit.

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) N/A

(c) 100%

(d) N/A

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

  (g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $38,700 in 2012 and $40,320 in 2013.

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

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(12.other) Not applicable.

SIGNATURES

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

(Registrant)  Gabelli Equity Series Funds, Inc.                                                                                          

By (Signature and Title)*   /s/ Bruce N. Alpert                                                                                          

      Bruce N. Alpert, Principal Executive Officer    

Date  11/26/2013                                                                                                                                           

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

By (Signature and Title)*   /s/ Bruce N. Alpert                                                                                          

      Bruce N. Alpert, Principal Executive Officer

Date  11/26/2013                                                                                                                                           

By (Signature and Title)*   /s/ Agnes Mullady                                                                                          

      Agnes Mullady, Principal Financial Officer and Treasurer

Date  11/26/2013                                                                                                                                           

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