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, 2016

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, 450 Fifth Street, NW, Washington, DC 20549-0609. 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 Equity Income Fund   Annual Report — September 30, 2016   Mario J. Gabelli, CFA Portfolio Manager

To Our Shareholders,

For the year ended September 30, 2016, the net asset value (“NAV”) per Class AAA Share of The Gabelli Equity Income Fund increased 11.3% compared with an increase of 15.4% for the Standard & Poor’s (“S&P”) 500 Index. See page 3 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2016.

Performance Discussion (Unaudited)

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 we contributed to this framework with the discipline of Private Market Value with a Catalyst^®. This proprietary research and valuation method identifies companies 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, or industry changes such as changes in regulation or changes in competition.

The market volatility exhibited in 2015 continued into the quarter ending March 31, 2016, as a sharply negative January preceded a flattish February, followed by a March recovery. Driving much of these rotations were uneven economic data, global concerns (namely the Chinese economy and oil production), and speculation about interest rate increases and their timing. Near the close of the quarter, the Federal Reserve left short term interest rates unchanged in its March meeting and suggested a cautious approach to rate hikes for the rest of the year.

During the quarter ended June 30, investors’ worries shifted from a collapse in China, to a recession in the U.S. and increasing oil prices, and finally, to Brexit; the United Kingdom’s vote to exit the European Union (EU). The vote to leave the EU sparked a market correction, amplifying economic uncertainty, increasing volatility, and driving down the pound. However, these events were quickly followed by a strong bounce back to earlier, more stable levels.

The quarter ending September 30 saw a mixed set of data, including an improvement in consumer spending. The overall market was up low single digits. However, core income growth, meaning wages and salaries, has been in a slowing trend for over a year. The long term slow growth in GDP has resulted in low sales growth for corporations, which has put downward pressure on profits and capital spending. This has been part of the circle of low growth and more accommodative monetary and fiscal policies, not just in the United States, but globally.

Among the better performing stocks for the fiscal year were: Navistar International Corp. (0.3% of net assets as of September 30, 2016), an American holding company and manufacturer and marketer of medium and heavy trucks and mid-range diesel engines. In September, Navistar and Volkswagen Truck & Bus announced a long anticipated strategic alliance in which the two truck manufacturers would share technology and purchasing efforts in exchange for VW taking a $256 million stake (16.6%) in Navistar. Natural gas company Spectra Energy Corp. (0.1%); and gold producer Freeport-McMoRan Inc. (0.1%) also performed well. On September 6, 2016, Enbridge announced an agreement to merge with Spectra Energy Corp. for $40 per share, or $28 billion enterprise value, to create the largest energy infrastructure company in North America. All three holdings returned over 60% for the year.

Some of our weaker performers were Weatherford International plc (0.1%); asset manager Waddell & Reed Financial Inc. (0.1%); and tax preparation company H&R Block Inc. (0.3%). Waddell & Reed’s investment performance has been weaker which has led to outflows in their funds. The company has announced restructuring to cut costs. H&R Block had poor execution during tax season and lost market share due to tax preparation software Turbo Tax.

We appreciate your confidence and trust.

2

Comparative Results

Average Annual Returns through September 30, 2016 (a)(b) (Unaudited)													Since
	1 Year			5 Year			10 Year			15 Year			Inception (01/02/92)
Class AAA (GABEX)		11.31	%		12.25	%		6.46	%		7.87	%		9.84	%
S&P 500 Index		15.43			16.37			7.24			7.15			9.08	(e)
Nasdaq Composite Index		16.45			18.62			10.15			9.92			9.31	(e)
Lipper Equity Income Fund Average		14.61			13.94			5.87			6.69			8.24
Class A (GCAEX)		11.31			12.24			6.47			7.87			9.83
With sales charge (c)		4.91			10.92			5.84			7.44			9.57
Class C (GCCEX)		10.51			11.42			5.67			7.20			9.42
With contingent deferred sales charge (d)		9.51			11.42			5.67			7.20			9.42
Class I (GCIEX)		11.59			12.54			6.70			8.04			9.94

In the current prospectuses dated January 28, 2016, the expense ratios for Class AAA, A, C, and I Shares are 1.37%, 1.37%, 2.12%, and 1.12%, respectively. See page 14 for the expense ratios for the year ended September 30, 2016. 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 prospectuses contain 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.

3

The Gabelli Equity Income Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2016 through September 30, 2016 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, 2016.

	Beginning Account Value 04/01/16	Ending Account Value 09/30/16	Annualized Expense Ratio	Expenses Paid During Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$1,000.00	$1,054.90	1.38%	$  7.09
Class A	$1,000.00	$1,054.70	1.38%	$  7.09
Class C	$1,000.00	$1,050.80	2.13%	$10.92
Class I	$1,000.00	$1,056.20	1.13%	$  5.81
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.10	1.38%	$  6.96
Class A	$1,000.00	$1,018.10	1.38%	$  6.96
Class C	$1,000.00	$1,014.35	2.13%	$10.73
Class I	$1,000.00	$1,019.35	1.13%	$  5.70

* 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 366.

4

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2016:

The Gabelli Equity Income Fund

Financial Services	18.8	%
Food and Beverage	14.6	%
Health Care	12.0	%
Retail	8.6	%
Consumer Products	4.8	%
Diversified Industrial	4.2	%
Energy and Utilities: Oil	3.7	%
Telecommunications	3.5	%
Automotive: Parts and Accessories	2.8	%
Specialty Chemicals	2.6	%
Aerospace	2.6	%
Entertainment	1.7	%
Broadcasting	1.7	%
Building and Construction	1.6	%
Computer Software and Services	1.5	%
Equipment and Supplies	1.5	%
Energy and Utilities: Services	1.4	%
Energy and Utilities: Natural Gas	1.4	%
Electronics	1.3	%
Business Services	1.3	%
Real Estate Investment Trusts	1.1	%
Computer Hardware	1.0	%

Machinery	1.0	%
Metals and Mining	1.0	%
Cable and Satellite	0.9	%
Communications Equipment	0.9	%
Energy and Utilities: Integrated	0.8	%
Environmental Services	0.7	%
Wireless Communications	0.7	%
Agriculture	0.7	%
Hotels and Gaming	0.6	%
Automotive	0.5	%
Transportation	0.4	%
Aviation: Parts and Services	0.3	%
Energy and Utilities: Electric	0.3	%
Consumer Services	0.2	%
Energy and Utilities: Water	0.2	%
Paper and Forest Products	0.0	%*
Publishing	0.0	%*
Real Estate	0.0	%*
Other Assets and Liabilities (Net)	(2.9	)%
	100.0	%

* Amount represents less than 0.05%

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.

5

The Gabelli Equity Income Fund

Schedule of Investments — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS — 102.6%
		Aerospace — 2.6%
	64,000	Aerojet Rocketdyne Holdings Inc.†	$	359,828	$	1,125,120
	2,000	Lockheed Martin Corp.		47,350		479,440
	10,000	Raytheon Co.		279,200		1,361,300
	180,000	Rockwell Automation Inc.		7,135,843		22,021,200
	2,000	Rockwell Collins Inc.		15,844		168,680
	1,500,000	Rolls-Royce Holdings plc		10,969,440		13,998,341
	50,000	The Boeing Co.		3,117,884		6,587,000
				21,925,389		45,741,081
		Agriculture — 0.7%
	100,000	Archer Daniels Midland Co.		2,734,560		4,217,000
	81,500	Monsanto Co.		1,501,334		8,329,300
	12,000	The Mosaic Co.		186,246		293,520
				4,422,140		12,839,820
		Automotive — 0.5%
	125,000	Ford Motor Co.		1,404,144		1,508,750
	240,000	Navistar International Corp.†		4,770,116		5,493,600
	31,000	PACCAR Inc.		1,399,566		1,822,180
				7,573,826		8,824,530
		Automotive: Parts and Accessories — 2.8%
	8,000	BorgWarner Inc.		246,560		281,440
	190,000	Dana Inc.		3,137,081		2,962,100
	70,000	Federal-Mogul Holdings Corp.†		753,550		672,700
	416,000	Genuine Parts Co.		17,940,852		41,787,200
	36,000	Modine Manufacturing Co.†		307,265		426,960
	4,000	O’Reilly Automotive Inc.†		100,320		1,120,440
	31,000	Tenneco Inc.†		470,565		1,806,370
				22,956,193		49,057,210
		Aviation: Parts and Services — 0.3%
	35,000	Curtiss-Wright Corp.		248,332		3,188,850
	29,000	United Technologies Corp.		1,453,950		2,946,400
				1,702,282		6,135,250
		Broadcasting — 1.7%
	350,000	CBS Corp., Cl. A, Voting		8,412,735		19,218,500
	53,000	CBS Corp., Cl. B, Non-Voting		1,219,019		2,901,220
	65,575	Liberty Global plc, Cl. A†		1,481,226		2,241,353
	160,539	Liberty Global plc, Cl. C†		3,626,432		5,304,209
	36,000	MSG Networks Inc., Cl. A†		134,967		669,960
				14,874,379		30,335,242
		Building and Construction — 1.5%
	218,000	Fortune Brands Home & Security Inc.		2,273,822		12,665,800
	40,000	Herc Holdings Inc.†		1,502,296		1,348,000

Shares			Cost		Market Value
	254,500	Johnson Controls International plc	$	5,433,856	$	11,841,885
				9,209,974		25,855,685
		Business Services — 1.3%
	37,000	Automatic Data Processing Inc.		1,358,159		3,263,400
	97,300	Diebold Inc.		2,961,258		2,412,067
	100,000	MasterCard Inc., Cl. A		864,079		10,177,000
	2,000	MSC Industrial Direct Co. Inc., Cl. A		132,352		146,820
	40,000	Pentair plc		1,223,885		2,569,600
	30,000	S&P Global Inc.		1,225,693		3,796,800
	4,000	Vectrus Inc.†		61,245		60,920
				7,826,671		22,426,607
		Cable and Satellite — 0.9%
	10,000	AMC Networks Inc., Cl. A†		389,742		518,600
	200	Cable One Inc.		26,256		116,800
	168,000	DISH Network Corp., Cl. A†		3,451,041		9,203,040
	16,000	EchoStar Corp., Cl. A†		478,840		701,280
	8,181	Liberty Global plc LiLAC, Cl. A†		221,309		225,714
	20,030	Liberty Global plc LiLAC, Cl. C†		541,872		561,842
	60,000	Scripps Networks Interactive Inc., Cl. A		2,582,949		3,809,400
				7,692,009		15,136,676
		Communications Equipment — 0.9%
	700,000	Corning Inc.		9,266,661		16,555,000
		Computer Hardware — 1.0%
	22,000	Apple Inc.		1,611,288		2,487,100
	100,000	HP Inc.		799,421		1,553,000
	88,000	International Business Machines Corp.		7,026,526		13,978,800
				9,437,235		18,018,900
		Computer Software and Services — 1.5%
	11,000	CDK Global Inc.		171,508		630,960
	111,500	Fidelity National Information Services Inc.		1,973,852		8,588,845
	300,000	Hewlett Packard Enterprise Co.		3,540,582		6,825,000
	50,000	Microsoft Corp.		1,397,000		2,880,000
	23,000	NetScout Systems Inc.†		371,369		672,750
	170,000	Yahoo! Inc.†		2,777,079		7,327,000
				10,231,390		26,924,555
		Consumer Products — 4.8%
	44,000	Altria Group Inc.		517,039		2,782,120
	82,000	Edgewell Personal Care Co.†		3,487,167		6,520,640
	62,000	Energizer Holdings Inc.		783,090		3,097,520

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	2,000	National Presto Industries Inc.	$	60,046	$	175,580
	50,000	Philip Morris International Inc.		1,501,172		4,861,000
	97,000	Reckitt Benckiser Group plc		2,997,050		9,133,982
	19,000	Svenska Cellulosa AB, Cl. A		326,762		564,321
	1,100,000	Swedish Match AB		14,470,956		40,364,620
	155,000	The Procter & Gamble Co.		8,880,238		13,911,250
	81,000	Unilever NV - NY Shares		1,639,778		3,734,100
				34,663,298		85,145,133
		Consumer Services — 0.2%
	3,500	Allegion plc		50,080		241,185
	122,000	Rollins Inc.		293,512		3,572,160
				343,592		3,813,345
		Diversified Industrial — 4.1%
	100,000	Crane Co.		3,402,503		6,301,000
	80,000	Eaton Corp. plc		3,769,548		5,256,800
	640,000	General Electric Co.		10,618,388		18,956,800
	192,000	Honeywell International Inc.		6,196,527		22,385,280
	50,000	ITT Inc.		1,004,526		1,792,000
	50,000	Jardine Matheson Holdings Ltd.		2,372,853		3,030,500
	180,000	Jardine Strategic Holdings Ltd.		4,227,653		5,886,000
	120,000	Textron Inc.		763,372		4,770,000
	350,000	Toray Industries Inc.		2,392,238		3,379,025
	26,000	Trinity Industries Inc.		376,576		628,680
				35,124,184		72,386,085
		Electronics — 1.3%
	20,000	Dolby Laboratories Inc., Cl. A		787,104		1,085,800
	8,173	Fortive Corp.		150,615		416,006
	45,000	Sony Corp.		1,174,377		1,461,318
	85,000	Sony Corp., ADR		2,025,391		2,822,850
	74,000	TE Connectivity Ltd.		2,500,525		4,764,120
	175,000	Texas Instruments Inc.		4,531,094		12,281,500
				11,169,106		22,831,594
		Energy and Utilities: Electric — 0.3%
	12,000	American Electric Power Co. Inc.		412,710		770,520
	7,000	Avangrid Inc.		137,482		292,460
	45,000	El Paso Electric Co.		351,450		2,104,650
	50,000	Korea Electric Power Corp., ADR		650,030		1,219,000
	105,000	The AES Corp.		518,708		1,349,250
				2,070,380		5,735,880
		Energy and Utilities: Integrated — 0.8%
	5,512	California Resources Corp.		109,927		68,900

Shares			Cost		Market Value
	18,000	Dominion Resources Inc.	$	609,314	$	1,336,860
	7,000	Duke Energy Corp.		326,055		560,280
	210,000	Energy Transfer Equity LP		1,351,030		3,525,900
	29,000	Eni SpA		304,221		417,641
	14,000	Eversource Energy		211,873		758,520
	6,500	Iberdrola SA, ADR		98,020		176,475
	2,000	NextEra Energy Inc.		80,620		244,640
	65,000	OGE Energy Corp.		866,906		2,055,300
	59,000	PNM Resources Inc.		607,016		1,930,480
	55,000	Westar Energy Inc.		624,753		3,121,250
				5,189,735		14,196,246
		Energy and Utilities: Natural Gas — 1.4%
	2,000	Atmos Energy Corp.		52,608		148,940
	90,000	Kinder Morgan Inc.		2,890,350		2,081,700
	210,000	National Fuel Gas Co.		9,311,949		11,354,700
	17,000	ONE Gas Inc.		72,951		1,051,280
	120,000	ONEOK Inc.		1,199,557		6,166,800
	24,000	Piedmont Natural Gas Co. Inc.		394,017		1,440,960
	14,000	Southwest Gas Corp.		288,512		978,040
	46,000	Spectra Energy Corp.		1,043,458		1,966,500
				15,253,402		25,188,920
		Energy and Utilities: Oil — 3.7%
	179,000	Anadarko Petroleum Corp.		9,017,310		11,341,440
	1,500	Apache Corp.		83,360		95,805
	95,000	BP plc, ADR		3,954,774		3,340,200
	121,000	Chevron Corp.		5,275,194		12,453,320
	145,000	ConocoPhillips		2,955,952		6,303,150
	16,000	Denbury Resources Inc.†		47,450		51,680
	39,000	Devon Energy Corp.		1,150,716		1,720,290
	112,000	Exxon Mobil Corp.		3,217,018		9,775,360
	111,000	Hess Corp.		6,722,409		5,951,820
	28,000	Marathon Oil Corp.		652,294		442,680
	36,000	Marathon Petroleum Corp.		588,886		1,461,240
	87,000	Occidental Petroleum Corp.		3,357,100		6,344,040
	3,000	PetroChina Co. Ltd., ADR		234,161		200,400
	108,000	Royal Dutch Shell plc, Cl. A, ADR		4,778,015		5,407,560
	17,000	Total SA, ADR		282,789		810,900
				42,317,428		65,699,885
		Energy and Utilities: Services — 1.4%
	350,000	Halliburton Co.		10,342,941		15,708,000
	93,000	Oceaneering International Inc.		2,001,490		2,558,430
	60,000	Schlumberger Ltd.		2,723,820		4,718,400
	455,000	Weatherford International plc†		5,769,370		2,557,100
				20,837,621		25,541,930
		Energy and Utilities: Water — 0.2%
	22,500	Aqua America Inc.		166,116		685,800

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Water (Continued)
	80,000	Severn Trent plc	$	2,133,400	$	2,597,470
				2,299,516		3,283,270
		Entertainment — 1.7%
	150,000	Grupo Televisa SAB, ADR		3,532,654		3,853,500
	12,000	The Madison Square Garden Co, Cl. A†		347,057		2,032,920
	114,000	Time Warner Inc.		3,143,442		9,075,540
	134,000	Twenty-First Century Fox Inc., Cl. B		4,252,037		3,315,160
	298,046	Viacom Inc., Cl. A		11,778,960		12,762,330
				23,054,150		31,039,450
		Environmental Services — 0.7%
	50,000	Republic Services Inc.		1,684,307		2,522,500
	169,000	Waste Management Inc.		5,666,202		10,775,440
				7,350,509		13,297,940
		Equipment and Supplies — 1.5%
	31,500	A.O. Smith Corp.		219,384		3,111,885
	16,346	Danaher Corp.		476,946		1,281,363
	190,000	Flowserve Corp.		2,554,267		9,165,600
	24,000	Graco Inc.		1,307,940		1,776,000
	12,000	Ingersoll-Rand plc		249,750		815,280
	26,000	Minerals Technologies Inc.		951,815		1,837,940
	190,000	Mueller Industries Inc.		3,794,476		6,159,800
	16,000	Parker Hannifin Corp.		835,168		2,008,480
	15,000	Tenaris SA, ADR		306,100		426,000
				10,695,846		26,582,348
		Financial Services — 18.8%
	6,500	Alleghany Corp.†		1,001,491		3,412,630
	307,107	AllianceBernstein Holding LP		5,008,288		7,002,040
	332,000	American Express Co.		13,154,601		21,261,280
	200,000	American International Group Inc.		4,566,720		11,868,000
	31,000	Argo Group International Holdings Ltd.		706,689		1,749,020
	21,000	Banco Popular Espanol SA		166,484		25,973
	5,195	Banco Santander Chile, ADR		29,250		107,485
	95,000	Banco Santander SA, ADR		715,658		418,950
	335,000	Bank of America Corp.		3,395,384		5,242,750
	13,056	BNP Paribas SA		580,935		671,287
	400,000	Citigroup Inc.		14,897,828		18,892,000
	12,000	Deutsche Bank AG†		197,322		157,080
	57,000	Dundee Corp., Cl. A†		762,181		293,266
	44,000	Eaton Vance Corp.		1,344,334		1,718,200
	130,000	Federated Investors Inc., Cl. B		3,202,051		3,851,900
	34,000	Fidelity Southern Corp.		281,974		625,260
	256,000	H&R Block Inc.		4,577,499		5,926,400
	54,000	Interactive Brokers Group Inc., Cl. A		820,617		1,904,580

Shares			Cost		Market Value
	310,000	Janus Capital Group Inc.	$	3,087,882	$	4,343,100
	270,000	JPMorgan Chase & Co.		9,499,666		17,979,300
	82,758	Julius Baer Group Ltd.		2,738,518		3,367,394
	32,000	Kemper Corp.		868,650		1,258,240
	90,100	Kinnevik AB, Cl. A		1,682,511		2,505,929
	19,000	Kinnevik AB, Cl. B		278,394		484,590
	430,000	Legg Mason Inc.		9,687,835		14,396,400
	15,000	Leucadia National Corp.		263,160		285,600
	138,000	Loews Corp.		5,594,059		5,678,700
	155,000	M&T Bank Corp.		11,346,097		17,995,500
	334,000	Marsh & McLennan Companies Inc.		10,030,101		22,461,500
	347,000	Morgan Stanley		8,520,962		11,124,820
	288,000	Navient Corp.		2,385,656		4,167,360
	75,000	Northern Trust Corp.		3,374,898		5,099,250
	40,000	Och-Ziff Capital Management Group LLC, Cl. A		222,990		173,600
	40,000	Oritani Financial Corp.		400,000		628,800
	40,000	Popular Inc.		1,006,510		1,528,800
	14,000	Royal Bank of Canada		698,975		867,440
	310,000	SLM Corp.†		1,466,618		2,315,700
	170,000	State Street Corp.		7,766,302		11,837,100
	310,000	Sterling Bancorp		3,484,951		5,425,000
	12,000	SunTrust Banks Inc.		251,737		525,600
	81,500	T. Rowe Price Group Inc.		3,695,844		5,419,750
	100,000	TD Ameritrade Holding Corp.		1,692,686		3,524,000
	1,150,000	The Bank of New York Mellon Corp.		33,925,753		45,862,000
	3,000	The Dun & Bradstreet Corp.		105,969		409,860
	21,000	The Goldman Sachs Group Inc.		2,643,896		3,386,670
	136,000	The Hartford Financial Services Group Inc.		4,286,951		5,823,520
	106,000	The PNC Financial Services Group Inc.		5,651,498		9,549,540
	17,000	The Travelers Companies Inc.		676,569		1,947,350
	67,000	W. R. Berkley Corp.		2,438,241		3,869,920
	118,000	Waddell & Reed Financial Inc., Cl. A		2,439,791		2,142,880
	770,000	Wells Fargo & Co.		24,160,338		34,095,600
	369,000	Wright Investors’ Service Holdings Inc.†		907,026		258,300
				222,690,340		335,867,214
		Food and Beverage — 14.6%
	1,000	Ajinomoto Co. Inc.		15,519		22,114
	30,000	Anheuser-Busch InBev NV		496,266		3,929,498
	362,000	Brown-Forman Corp., Cl. A		6,869,324		18,009,500
	38,000	Brown-Forman Corp., Cl. B		767,140		1,802,720
	180,000	Campbell Soup Co.		5,690,628		9,846,000
	80,000	Coca-Cola Amatil Ltd., ADR		246,845		634,400

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	20,000	Coca-Cola European Partners plc	$	450,000	$	798,000
	14,500	Coca-Cola Femsa SAB de CV, ADR		590,410		1,087,500
	9,400	Constellation Brands Inc., Cl. A		116,592		1,565,006
	143,000	Danone SA		7,325,786		10,610,263
	550,000	Davide Campari-Milano SpA		3,822,395		6,196,992
	96,000	Diageo plc, ADR		5,503,813		11,139,840
	51,500	Dr Pepper Snapple Group Inc.		943,929		4,702,465
	133,000	Fomento Economico Mexicano
		SAB de CV, ADR		3,194,849		12,241,320
	220,000	General Mills Inc.		5,882,682		14,053,600
	3,000,000	Grupo Bimbo SAB de CV, Cl. A		2,411,096		7,937,183
	148,000	Heineken NV		6,988,553		13,019,558
	17,000	Heineken NV, ADR		430,190		745,620
	230,000	ITO EN Ltd.		4,740,133		8,119,915
	35,000	Kellogg Co.		1,790,141		2,711,450
	2,000	McCormick & Co. Inc., Cl. V		137,120		200,320
	28,000	McCormick & Co. Inc., Non-Voting		1,282,199		2,797,760
	823,000	Mondelēz International Inc., Cl. A		15,683,230		36,129,700
	115,000	Nestlé SA		3,174,203		9,061,503
	65,000	Nestlé SA, ADR		3,829,280		5,136,300
	116,000	NISSIN FOODS HOLDINGS CO. LTD.		3,815,694		7,012,277
	3,700,000	Parmalat SpA		10,220,794		9,800,829
	100,000	PepsiCo Inc.		6,444,340		10,877,000
	45,000	Pernod Ricard SA		3,674,041		5,325,548
	58,000	Remy Cointreau SA		3,534,133		4,949,797
	20,000	SABMiller plc		733,959		1,165,232
	40,000	Sapporo Holdings Ltd.		932,502		1,102,115
	80,000	The Kraft Heinz Co.		2,398,923		7,160,800
	290,000	The Coca-Cola Co.		6,834,854		12,272,800
	1,000	The Hershey Co.		36,300		95,600
	129,000	The WhiteWave Foods Co.†		1,641,036		7,021,470
	95,001	Tootsie Roll Industries Inc.		1,892,237		3,498,887
	14,500	Tyson Foods Inc., Cl. A		127,506		1,082,715
	150,000	Yakult Honsha Co. Ltd.		4,019,541		6,715,645
				128,688,183		260,579,242
		Health Care — 12.0%
	35,000	Abbott Laboratories		983,290		1,480,150
	18,000	AbbVie Inc.		447,725		1,135,260
	36,000	Aetna Inc.		1,423,297		4,156,200
	4,000	Allergan plc†		576,000		921,240
	78,000	Baxter International Inc.		1,729,585		3,712,800
	4,000	Becton, Dickinson and Co.		307,741		718,920

Shares				Cost		Market Value
	22,000		Bio-Rad Laboratories Inc., Cl. A†	$	2,262,601	$	3,603,820
	155,000		Boston Scientific Corp.†		1,004,304		3,689,000
	505,000		Bristol-Myers Squibb Co.		12,583,576		27,229,600
	374,000		Eli Lilly & Co.		13,649,122		30,017,240
	20,000		Express Scripts Holding Co.†		1,010,819		1,410,600
	13,000		GlaxoSmithKline plc, ADR		574,785		560,690
	21,000		Henry Schein Inc.†		534,174		3,422,580
	105,000		Indivior plc		68,659		417,131
	215,000		Johnson & Johnson		13,312,485		25,397,950
	7,000		Laboratory Corp. of America Holdings†		462,726		962,360
	84,000		Mead Johnson Nutrition Co.		3,909,607		6,636,840
	440,000		Merck & Co. Inc.		13,145,545		27,460,400
	240,000		Novartis AG, ADR		13,121,109		18,950,400
	215,000		Patterson Companies Inc.		7,565,090		9,877,100
	355,000		Pfizer Inc.		6,076,741		12,023,850
	120,000		Roche Holding AG, ADR		2,290,438		3,716,400
	37,000		Roche Holding AG Genusschein		5,446,249		9,178,590
	25,000		St. Jude Medical Inc.		877,404		1,994,000
	55,000		Tenet Healthcare Corp.†		1,293,300		1,246,300
	2,500		UnitedHealth Group Inc.		65,833		350,000
	87,500		William Demant Holding A/S†		854,734		1,786,199
	61,854		Wright Medical Group NV†		1,273,574		1,517,279
	51,000		Zimmer Biomet Holdings Inc.		2,977,382		6,631,020
	73,000		Zoetis Inc.		2,150,117		3,796,730
					111,978,012		214,000,649
			Hotels and Gaming — 0.6%
	32,320	��	Interval Leisure Group Inc.		101,898		554,934
	127,000		Las Vegas Sands Corp.		1,888,043		7,307,580
	78,000		MGM Resorts International†		799,235		2,030,340
	14,500		Wynn Resorts Ltd.		468,737		1,412,590
					3,257,913		11,305,444
			Machinery — 1.0%
	6,000		Caterpillar Inc.		35,181		532,620
	106,000		Deere & Co.		4,989,042		9,047,100
	150,000		Xylem Inc.		4,170,939		7,867,500
					9,195,162		17,447,220
			Metals and Mining — 1.0%
	450,000		Alcoa Inc.		3,968,710		4,563,000
	224,998		Freeport-McMoRan Inc.		2,667,171		2,443,478
	252,000		Newmont Mining Corp.		7,734,605		9,901,080
					14,370,486		16,907,558
			Paper and Forest Products — 0.0%
	15,000		International Paper Co.		469,570		719,700
			Publishing — 0.0%
	600		Graham Holdings Co., Cl. B		130,944		288,822

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Publishing (Continued)
	3,000	Value Line Inc.	$	41,976	$	48,720
				172,920		337,542
		Real Estate — 0.0%
	10,000	Griffin Industrial Realty Inc.		224,290		316,900
		Real Estate Investment Trusts — 1.1%
	45,600	Ryman Hospitality Properties Inc.		1,742,930		2,196,096
	520,000	Weyerhaeuser Co.		11,929,414		16,608,800
				13,672,344		18,804,896
		Retail — 8.6%
	16,000	Compagnie Financiere Richemont SA		540,728		974,987
	24,562	Copart Inc.†		433,098		1,315,541
	105,000	Costco Wholesale Corp.		5,333,616		16,013,550
	452,000	CVS Health Corp.		15,841,773		40,223,480
	39,000	Hertz Global Holdings Inc.†		1,825,034		1,566,240
	100,000	Ingles Markets Inc., Cl. A		1,788,883		3,954,000
	408,000	J.C. Penney Co. Inc.†		4,275,735		3,761,760
	442,000	Macy’s Inc.		6,498,602		16,376,100
	90,000	Seven & i Holdings Co. Ltd.		2,692,986		4,221,981
	333,000	The Home Depot Inc.		9,409,534		42,850,440
	26,000	Tractor Supply Co.		205,119		1,751,100
	119,000	Walgreens Boots Alliance Inc.		3,723,320		9,593,780
	75,000	Wal-Mart Stores Inc.		3,418,796		5,409,000
	10,000	Weis Markets Inc.		300,480		530,000
	198,000	Whole Foods Market Inc.		3,364,027		5,613,300
				59,651,731		154,155,259
		Specialty Chemicals — 2.6%
	24,000	Albemarle Corp.		345,659		2,051,760
	6,000	Ashland Global Holdings Inc.		275,062		695,700
	60,000	E. I. du Pont de Nemours and Co.		2,567,312		4,018,200
	254,000	Ferro Corp.†		1,677,848		3,507,740
	8,000	FMC Corp.		186,076		386,720
	46,000	H.B. Fuller Co.		950,216		2,137,620
	184,000	International Flavors & Fragrances Inc.		8,446,784		26,306,480
	2,400	NewMarket Corp.		9,263		1,030,368
	2,000	Quaker Chemical Corp.		31,167		211,860
	23,500	Sensient Technologies Corp.		469,542		1,781,300
	20,000	The Chemours Co.		210,932		320,000
	80,000	The Dow Chemical Co.		2,640,288		4,146,400
				17,810,149		46,594,148
		Telecommunications — 3.4%
	10,000	AT&T Inc.		241,201		406,100
	400,000	BCE Inc.		8,534,720		18,472,000
	50,000	BT Group plc		204,914		252,132

Shares			Cost		Market Value
	32,000	BT Group plc, ADR	$	469,025	$	813,760
	40,000	CenturyLink Inc.		1,274,072		1,097,200
	360,000	Cincinnati Bell Inc.†		1,052,736		1,468,800
	320,000	Deutsche Telekom AG, ADR		4,884,975		5,372,800
	16,000	Harris Corp.		1,279,244		1,465,760
	33,000	Loral Space & Communications Inc.†		1,317,447		1,290,630
	25,000	Orange SA, ADR		424,798		389,500
	48,000	Proximus SA		1,497,748		1,433,492
	45,010	Telefonica SA, ADR		428,921		453,701
	325,000	Telephone & Data Systems Inc.		9,369,960		8,833,500
	24,000	TELUS Corp.		185,454		791,920
	30,000	TELUS Corp., New York		687,084		990,000
	333,000	Verizon Communications Inc.		11,932,780		17,309,340
				43,785,079		60,840,635
		Transportation — 0.4%
	162,000	GATX Corp.		5,650,976		7,217,100
		Wireless Communications — 0.7%
	9,000	Millicom International Cellular SA		513,014		469,800
	36,000	Millicom International Cellular SA, SDR		2,473,395		1,867,394
	228,000	NTT DoCoMo Inc.		3,309,462		5,760,426
	78,000	Turkcell Iletisim Hizmetleri A/S, ADR†		1,151,785		628,680
	22,914	United States Cellular Corp.†		951,456		832,695
	125,000	Vodafone Group plc, ADR		5,777,281		3,643,750
				14,176,393		13,202,745
		TOTAL COMMON STOCKS		983,280,464		1,830,888,834
		CONVERTIBLE PREFERRED STOCKS — 0.1%
		Telecommunications — 0.1%
	30,000	Cincinnati Bell Inc., 6.750%, Ser. B		625,446		1,504,800
		RIGHTS — 0.0%
		Retail — 0.0%
	250,017	Safeway Casa Ley, CVR, expire 01/30/19†		27,343		87,506
	250,017	Safeway PDC, CVR, expire 01/30/17†		1,313		12,201
		TOTAL RIGHTS		28,656		99,707
		WARRANTS — 0.0%
		Energy and Utilities: Natural Gas — 0.0%
	310,000	Kinder Morgan Inc., expire 05/25/17†		553,864		4,805

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		WARRANTS (Continued)
		Retail — 0.0%
	105	Sears Holdings Corp., expire 12/15/19†	$	522	$	359
		TOTAL WARRANTS		554,386		5,164
Principal Amount
		CONVERTIBLE CORPORATE BONDS — 0.1%
		Building and Construction — 0.1%
	$1,025,000	Layne Christensen Co., 4.250%, 11/15/18		1,018,395		909,047
		CORPORATE BONDS — 0.1%
		Diversified Industrial — 0.1%
	2,000,000	Griffon Corp., Sub. Deb., 4.000%, 01/15/17(a)		1,997,838		2,412,500
		Energy and Utilities: Electric — 0.0%
	200,000	Texas Competitive Electric Holdings Co. LLC, Ser. B, 10.250%, 11/01/16†		12,850		13,750
		Retail — 0.0%
	3,000	Sears Holdings Corp., 8.000%, 12/15/19		2,634		2,659
		TOTAL CORPORATE BONDS		2,013,322		2,428,909
		TOTAL INVESTMENTS — 102.9%	$	987,520,669		1,835,836,461
		Other Assets and Liabilities (Net) — (2.9)%				(51,435,256	)
		NET ASSETS — 100.0%			$	1,784,401,205

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, the market value of the Rule 144A security amounted to $2,412,500 or 0.14% of net assets.

† Non-income producing security.

ADR American Depositary Receipt

CVR Contingent Value Right

SDR Swedish Depositary Receipt

See accompanying notes to financial statements.

11

The Gabelli Equity Income Fund

Statement of Assets and Liabilities

September 30, 2016

Assets:
Investments, at value (cost $987,520,669)	$	1,835,836,461
Receivable for Fund shares sold		2,624,197
Receivable for investments sold		2,020,042
Dividends and interest receivable		3,865,892
Prepaid expenses		38,923
Total Assets		1,844,385,515
Liabilities:
Payable to custodian		4,179
Payable for Fund shares redeemed		3,615,865
Payable for investment advisory fees		1,510,339
Payable for distribution fees		473,812
Payable for accounting fees		7,500
Line of credit payable		53,838,000
Other accrued expenses		534,615
Total Liabilities		59,984,310
Net Assets (applicable to 75,457,564 shares outstanding)	$	1,784,401,205
Net Assets Consist of:
Paid-in capital	$	944,133,739
Undistributed net investment income		2,280,726
Distributions in excess of net realized gain on investments and foreign currency transactions		(10,301,918	)
Net unrealized appreciation on investments		848,315,792
Net unrealized depreciation on foreign currency translations		(27,134	)
Net Assets	$	1,784,401,205
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($833,153,706 ÷ 34,628,434 shares outstanding; 150,000,000 shares authorized)	$	24.06
Class A:
Net Asset Value and redemption price per share ($160,592,688 ÷ 6,702,440 shares outstanding; 50,000,000 shares authorized)	$	23.96
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	25.42
Class C:
Net Asset Value and offering price per share ($306,349,644 ÷ 14,596,821 shares outstanding; 50,000,000 shares authorized)	$	20.99	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($484,305,167 ÷ 19,529,869 shares outstanding; 50,000,000 shares authorized)	$	24.80

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

Statement of Operations

For the Year Ended September 30, 2016

Investment Income:
Dividends (net of foreign withholding taxes of $1,472,764)	$	47,606,343
Interest		178,705
Other income*		330,507
Total Investment Income		48,115,555
Expenses:
Investment advisory fees		20,228,367
Distribution fees - Class AAA		2,306,948
Distribution fees - Class A		443,949
Distribution fees - Class C		3,367,173
Shareholder services fees		1,728,235
Shareholder communication expenses		311,111
Custodian fees		226,905
Legal and audit fees		141,102
Registration expenses		96,697
Interest expense		93,699
Directors’ fees		70,865
Accounting fees		45,000
Miscellaneous expenses		135,579
Total Expenses		29,195,630
Less: Expenses paid indirectly by broker (See Note 6)		(13,831	)
Net Expenses		29,181,799
Net Investment Income		18,933,756
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		185,447,272
Net realized loss on foreign currency transactions		(24,567	)
Net realized gain on investments and foreign currency transactions		185,422,705
Net change in unrealized appreciation/depreciation: on investments		10,945,651
on foreign currency translations		(1,762	)
Net change in unrealized appreciation/ depreciation on investments and foreign currency translations		10,943,889
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		196,366,594
Net Increase in Net Assets Resulting from Operations	$	215,300,350

* The Fund received a one time reimbursement of custody expenses paid in prior years.

See accompanying notes to financial statements.

12

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2016				Year Ended September 30, 2015
Operations:
Net investment income		$	18,933,756			$	22,527,371
Net realized gain on investments, securities sold short, and foreign currency transactions			185,422,705				165,930,458
Net change in unrealized appreciation/depreciation on investments and foreign currency translations			10,943,889				(299,630,836	)
Net Increase/(Decrease) in Net Assets Resulting from Operations			215,300,350				(111,173,007	)
Distributions to Shareholders:
Net investment income
Class AAA			(9,078,082	)			(10,878,119	)
Class A			(1,758,236	)			(1,801,369	)
Class C			(1,304,743	)			(3,397,674	)
Class I			(7,020,663	)			(6,350,097	)
			(19,161,724	)			(22,427,259	)
Net realized gain
Class AAA			(83,259,250	)			(69,951,446	)
Class A			(16,104,680	)			(13,005,643	)
Class C			(34,165,941	)			(25,979,180	)
Class I			(51,342,435	)			(46,112,598	)
			(184,872,306	)			(155,048,867	)
Return of capital
Class AAA			(32,303,440	)			—
Class A			(6,305,011	)			—
Class C			(16,125,596	)			—
Class I			(14,445,009	)			—
			(69,179,056	)			—
Total Distributions to Shareholders			(273,213,086	)			(177,476,126	)
Capital Share Transactions:
Class AAA			(127,327,265	)			(491,853,048	)
Class A			(17,529,218	)			(1,515,615	)
Class C			(4,788,500	)			58,551,145
Class I			(170,384,648	)			97,181,640
Net Decrease in Net Assets from Capital Share Transactions			(320,029,631	)			(337,635,878	)
Redemption Fees			3,762				4,168
Net Decrease in Net Assets			(377,938,605	)			(626,280,843	)
Net Assets:
Beginning of year			2,162,339,810				2,788,620,653
End of year (including undistributed net investment income of $2,280,726 and $2,994,832, respectively)		$	1,784,401,205			$	2,162,339,810

See accompanying notes to financial statements.

13

The Gabelli Equity Income Fund

Financial Highlights

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

				Income from Investment Operations											Distributions																									Ratios to Average Net Assets/ Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Year			Net Investment Income (a)			Net Realized and Unrealized Gain/(Loss) on Investments				Total from Investment Operations				Net Investment Income				Net Realized Gain on Investments				Return of Capital				Total Distributions				Redemption Fees (a)(b)			Net Asset Value, End of Year			Total Return †			Net Assets End of Year (in 000’s)			Net Investment Income			Operating Expenses			Portfolio Turnover Rate
Class AAA
2016		$	25.08		$	0.26		$	2.72			$	2.98			$	(0.26	)		$	(2.35	)		$	(1.39	)		$	(4.00	)		$	0.00		$	24.06		11.31	%		$	833,154		0.99	%		1.39	%(c)		1	%
2015			28.55			0.25			(1.71	)			(1.46	)			(0.18	)			(1.83	)			—				(2.01	)			0.00			25.08		(5.40	)			985,647		0.88			1.37	(c)		3
2014			26.68			0.30			3.05				3.35				(0.44	)			(0.38	)			(0.66	)			(1.48	)			0.00			28.55		12.64				1,604,629		1.06			1.37			4
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
Class A
2016		$	24.99		$	0.26		$	2.71			$	2.97			$	(0.26	)		$	(2.35	)		$	(1.39	)		$	(4.00	)		$	0.00		$	23.96		11.31	%		$	160,593		0.99	%		1.39	%(c)		1	%
2015			28.45			0.26			(1.71	)			(1.45	)			(0.18	)			(1.83	)			—				(2.01	)			0.00			24.99		(5.38	)			183,418		0.90			1.37	(c)		3
2014			26.59			0.30			3.04				3.34				(0.44	)			(0.38	)			(0.66	)			(1.48	)			0.00			28.45		12.64				209,501		1.07			1.37			4
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
Class C
2016		$	22.48		$	0.06		$	2.45			$	2.51			$	(0.09	)		$	(2.35	)		$	(1.56	)		$	(4.00	)		$	0.00		$	20.99		10.51	%		$	306,349		0.24	%		2.14	%(c)		1	%
2015			25.99			0.04			(1.54	)			(1.50	)			(0.18	)			(1.83	)			—				(2.01	)			0.00			22.48		(6.10	)			329,846		0.15			2.12	(c)		3
2014			24.59			0.08			2.80				2.88				(0.25	)			(0.38	)			(0.85	)			(1.48	)			0.00			25.99		11.78				321,772		0.31			2.12			4
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
Class I
2016		$	25.68		$	0.33		$	2.79			$	3.12			$	(0.32	)		$	(2.35	)		$	(1.33	)		$	(4.00	)		$	0.00		$	24.80		11.59	%		$	484,305		1.24	%		1.14	%(c)		1	%
2015			29.11			0.34			(1.76	)			(1.42	)			(0.18	)			(1.83	)			—				(2.01	)			0.00			25.68		(5.15	)			663,429		1.15			1.12	(c)		3
2014			27.11			0.38			3.10				3.48				(0.51	)			(0.38	)			(0.59	)			(1.48	)			0.00			29.11		12.92				652,719		1.28			1.12			4
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

   † Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the year and sold at the end of the year 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.

(c) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2016 and 2015, there was no impact to the expense ratios.

See accompanying notes to financial statements.

14

The Gabelli Equity Income Fund

Notes to Financial Statements

1. Organization. The Gabelli Equity Income Fund is a series of the Gabelli Equity Series Funds, Inc. (the “Corporation”). 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 total return on its assets with an emphasis on income. The Fund commenced investment operations on January 2, 1992.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

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

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

15

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 Board’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, 2016 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 9/30/16
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks(a)		$1,830,888,834		—		—		$1,830,888,834
Convertible Preferred Stocks (a)		1,504,800		—				1,504,800
Rights (a)		—		—		$99,707		99,707
Warrants (a)		5,164		—		—		5,164
Convertible Corporate Bonds (a)		—		$   909,047		—		909,047
Corporate Bonds (a)		—		2,428,909		—		2,428,909
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$1,832,398,798		$3,337,956		$99,707		$1,835,836,461

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

The Fund did not have material transfers among Level 1, Level 2, and Level 3 during the year ended September 30, 2016. 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.

    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

16

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 may 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, 2016, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

    Swap Agreements. The Fund may enter into equity contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an equity contract for difference swap, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short term interest rates and the returns on the Fund’s portfolio securities at the time an equity contract for difference 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, 2016, the Fund held no investments in equity contract for difference swap agreements.

17

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

Securities Sold Short. The Fund may enter into short sale transactions. Short selling involves selling securities that may or may not be owned and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace such borrowed securities at a later date. The proceeds received from short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of an open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. By entering into a short sale, the Fund bears the market risk of an unfavorable change in the price of the security sold short. Dividends on short sales are recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the accrual basis. The broker retains collateral for the value of the open positions, which is adjusted periodically as the value of the position fluctuates. At September 30, 2016, there were no short sales outstanding.

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 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 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, 2016, the Fund held no restricted securities.

18

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 recharacterization of distributions. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2016, reclassifications were made to decrease net investment income by $486,138 and decrease distributions in excess of net realized gain by $620,143, with an offsetting adjustment to paid-in capital.

The tax character of distributions paid during the years ended September 30, 2016 and 2015 was as follows:

	Year Ended September 30, 2016		Year Ended September 30, 2015*
Distributions paid from:
Ordinary income		$  19,177,983		$  24,713,020
Net long term capital gains		184,856,047		162,112,388
Return of capital		69,179,056		—
Total distributions paid		$273,213,086		$186,825,408

* Total distributions paid differs from the Statement of Changes in Net Assets due to the utilization of equalization.

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

19

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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, 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.

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, 2016, the components of accumulated earnings/losses on a tax basis were as follows:

Net unrealized appreciation on investments $ 840,267,466

At September 30, 2016, the temporary difference between book basis and tax basis net unrealized appreciation on investments was due to deferral of losses from wash sales for tax purposes and tax basis adjustments on investments in partnerships.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2016:

	Cost			Gross Unrealized Appreciation			Gross Unrealized Depreciation				Net Unrealized Appreciation
Investments		$	995,541,860		$	876,721,946		$	(36,427,345	)		$	840,294,601

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, 2016, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2016, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. 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.

20

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 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, 2016, other than short term securities and U.S. Government obligations, aggregated $11,834,893 and $553,349,234 respectively.

6. Transactions with Affiliates and Other Arrangements. During the year ended September 30, 2016, the Fund paid $326,045 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $174,416 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

During the year ended September 30, 2016, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $13,831.

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, 2016, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

During the year ended September 30, 2016, the Fund engaged in purchase and sale transactions with funds that have a common investment adviser. These purchase and sale transactions complied with Rule 17a-7 under the Act and amount to $625,000 and $781,539, respectively.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 9, 2017 and may be renewed annually, 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 bears interest at a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2016, there was $53,838,000 outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2016 was $6,908,501 with a weighted average interest rate of 1.05%. The maximum amount borrowed at any time during the year ended September 30, 2016 was $62,131,000.

21

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and 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, 2016 and 2015, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

Transactions in shares of capital stock were as follows:

	Year Ended September 30, 2016						Year Ended September 30, 2015
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		1,436,608		$	37,106,495			2,524,754		$	72,709,871
Shares issued upon reinvestment of distributions		4,791,800			117,986,705			2,944,279			79,537,003
Shares redeemed		(10,900,808	)		(282,420,465	)		(22,375,421	)		(644,099,922	)
Net decrease		(4,672,400	)	$	(127,327,265	)		(16,906,388	)	$	(491,853,048	)
Class A
Shares sold		1,339,365		$	34,432,584			2,028,495		$	57,870,814
Shares issued upon reinvestment of distributions		883,107			21,644,670			463,391			12,372,383
Shares redeemed		(2,859,662	)		(73,606,472	)		(2,514,896	)		(71,758,812	)
Net decrease		(637,190	)	$	(17,529,218	)		(23,010	)	$	(1,515,615	)
Class C
Shares sold		2,876,079		$	66,322,080			3,932,456		$	102,375,805
Shares issued upon reinvestment of distributions		2,069,324			44,696,486			967,909			23,322,668
Shares redeemed		(5,019,513	)		(115,807,066	)		(2,608,248	)		(67,147,328	)
Net increase/(decrease)		(74,110	)	$	(4,788,500	)		2,292,117		$	58,551,145
Class I
Shares sold		2,668,289		$	70,894,899			10,629,569		$	311,718,190
Shares issued upon reinvestment of distributions		2,591,553			65,764,539			1,693,262			46,565,405
Shares redeemed		(11,564,857	)		(307,044,086	)		(8,909,295	)		(261,101,955	)
Net increase/(decrease)		(6,305,015	)	$	(170,384,648	)		3,413,536		$	97,181,640

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. 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.

22

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 of The Gabelli Equity Income Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., including the schedule of investments, as of September 30, 2016, 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, 2016, by correspondence with the Fund’s custodian. 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, 2016, 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 the 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 23, 2016

23

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: 74	Since 1991	30	Chairman, Chief Executive Officer, and 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Chief Executive Officer and Chairman of the Board of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); 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: 72	Since 1991	10	Senior Vice President of G.research, LLC	—
INDEPENDENT DIRECTORS5 :
Anthony J. Colavita Director Age: 80	Since 1991	36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 72	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of LGL Group, Inc. (diversified manufacturing) (2011-2014)
Robert J. Morrissey Director Age: 77	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board, Belmont Savings Bank
Kuni Nakamura Director Age: 48	Since 2009	19	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—
Anthony R. Pustorino Director Age: 91	Since 1991	13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)
Anthonie C. van Ekris Director Age: 82	Since 1991	22	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/ export company)	—
Salvatore J. Zizza Director Age: 70	Since 2001	30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012)

24

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 Age: 64		Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of several registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Director of Teton Advisors, Inc., 1998-2012; Chairman of Teton Advisors, Inc., 2008-2010; President of Teton Advisors, Inc., 1998-2008
Andrea R. Mango Secretary Age: 44		Since 2013	Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of all closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013; Vice President and Counsel of Deutsche Bank, 2006-2011
Agnes Mullady Treasurer Age: 58		Since 2006	President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2010; Chief Executive Officer of G.distributors, LLC since 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 within the Gabelli/GAMCO Fund Complex
Richard J. Walz Chief Compliance Officer Age: 57		Since 2013	Chief Compliance Officer of all of the registered investment companies within the Gabelli/ GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013; Chief Compliance Officer of Cutwater Asset Management, 2004- 2011

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.

2016 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2016, the Fund paid to shareholders, ordinary income distributions (inclusive of short term capital gains) totaling $0.258, $0.259, $0.090, and $0.324 per share for Class AAA, Class A, Class C, and Class I Shares, respectively, and long term capital gains totaling $184,856,047, 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, 2016, 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 0.37% 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.

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.

25

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GABELLI EQUITY INCOME FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Chief Executive Officer and Chairman of the Board of Directors of Associated Capital Group, 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.

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. 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. Chairman and Chief Executive Officer, Associated Capital Group, 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, LLC.   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   Andrea R. Mango Secretary   Agnes Mullady Treasurer   Richard J. Walz Chief Compliance Officer   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.

GAB444Q316AR

The Gabelli Small Cap Growth Fund Annual Report — September 30, 2016
	Mario J. Gabelli, CFA
	Portfolio Manager

To Our Shareholders,

For the year ended September 30, 2016, the net asset value (“NAV”) per Class AAA Share of The Gabelli Small Cap Growth Fund increased 14.3% compared with an increase of 15.5% for the Russell 2000 Index. See page 2 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2016.

Performance Discussion

The Fund invests primarily in small cap companies that, through bottom-up fundamental research, the portfolio manager believes are attractively priced relative to their earnings growth potential or private market value. The Fund characterizes small capitalization companies as those companies with a market capitalization at the time of the Fund’s initial investment of $3 billion or less.

The market volatility exhibited in 2015 continued into the quarter ending March 31, 2016, as a sharply negative January preceded a flattish February, followed by a March recovery. Driving much of these rotations were uneven economic data, global concerns (namely the Chinese economy and oil production), and speculation about interest rate increases and their timing. Near the close of the quarter, the Federal Reserve left short term interest rates unchanged in its March meeting and suggested a cautious approach to rate hikes for the rest of the year.

During the quarter ended June 30, investors’ worries shifted from a collapse in China, to a recession in the U.S. and increasing oil prices, and finally, to Brexit; the United Kingdom’s vote to exit the European Union (EU). The vote to leave the EU sparked a market correction, amplifying economic uncertainty, increasing volatility, and driving down the pound. However, these events were quickly followed by a strong bounce back to earlier, more stable levels.

The quarter ending September 30 saw a mixed set of data, including an improvement in consumer spending. The overall market was up low single digits. However, core income growth, meaning wages and salaries, has been in a slowing trend for over a year. The long term slow growth in GDP has resulted in low sales growth for corporations, which has put downward pressure on profits and capital spending. This has been part of the cycle of low growth and more accommodative monetary and fiscal policies, not just in the U.S., but globally.

Among the better performing stocks for the fiscal year were: RPC Inc. (1.1% of net assets as of September 30, 2016), a provider of oil field services and equipment for oil and gas companies involved in the exploration, production, and development of oil and gas properties; Brembo SpA (1.0%), who together with its subsidiaries, designs, develops, and produces braking systems and components under the Brembo, Breco, AP, Bybre, and Marchesini brands for cars, motorbikes, and industrial vehicles and machinery; and Curtiss-Wright Corp. (1.3%),

who together with its subsidiaries, designs, manufactures, and overhauls precision components, and engineered products and services primarily to the aerospace, defense, power generation, and general industrial markets worldwide.

Our weaker performing stocks during the year were Waddell & Reed Financial Inc., Cl. A. (0.3%), which provides investment management and advisory, investment product underwriting and distribution, and shareholder services administration to mutual funds, and institutional and separately managed accounts in the U.S. Waddell & Reed’s investment performance has been weaker which has led to outflows in their funds. The company has announced restructuring to cut costs.

Another detractor to performance was The Hain Celestial Group Inc. (0.4%), a manufacturer, marketer, distributor, and seller of organic and natural products in the U.S., the United Kingdom, Canada, and Europe; and GAM Holding AG (0.3%), a publicly owned asset management holding company.

We appreciate your confidence and trust.

Comparative Results

Average Annual Returns through September 30, 2016 (a)(b) (Unaudited)													Since Inception (10/22/91)
	1 Year			5 Year			10 Year			15 Year
Class AAA (GABSX)		14.26	%		14.59	%		8.70	%		10.95	%		12.44	%
Russell 2000 Index		15.47			15.82			7.07			9.26			9.51
Class A (GCASX)		14.26			14.60			8.70			10.95			12.44
With sales charge (c)		7.69			13.25			8.05			10.51			12.17
Class C (GCCSX)		13.41			13.74			7.89			10.25			12.02
With contingent deferred sales charge (d)		12.41			13.74			7.89			10.25			12.02
Class I (GACIX)		14.56			14.89			8.94			11.12			12.54

In the current prospectuses dated January 28, 2016, the expense ratios for Class AAA, A, C, and I Shares are 1.38%, 1.38%, 2.13%, and 1.13%, respectively. See page 17 for the expense ratios for the year ended September 30, 2016. 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 prospectuses contain 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 associated with 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.

2

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.

3

The Gabelli Small Cap Growth Fund Disclosure of Fund Expenses (Unaudited) For the Six Month Period from April 1, 2016 through September 30, 2016   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, 2016.

	Beginning Account Value 04/01/16	Ending Account Value 09/30/16	Annualized Expense Ratio	Expenses Paid During Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA	$1,000.00	$1,076.40	1.37%		$  7.11
Class A	$1,000.00	$1,076.50	1.37%		$  7.11
Class C	$1,000.00	$1,072.40	2.12%		$10.98
Class I	$1,000.00	$1,077.80	1.12%		$  5.82
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.15	1.37%		$  6.91
Class A	$1,000.00	$1,018.15	1.37%		$  6.91
Class C	$1,000.00	$1,014.40	2.12%		$10.68
Class I	$1,000.00	$1,019.40	1.12%		$  5.65

* 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 366.

4

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2016:

The Gabelli Small Cap Growth Fund

Food and Beverage	10.7	%
Equipment and Supplies	8.9	%
Energy and Utilities	6.6	%
Automotive: Parts and Accessories	6.4	%
Retail	6.1	%
Diversified Industrial	5.7	%
Health Care	5.6	%
Business Services	5.5	%
Specialty Chemicals	4.8	%
Financial Services	3.9	%
Aviation: Parts and Services	3.8	%
Hotels and Gaming	3.3	%
Building and Construction	3.1	%
Computer Software and Services	2.9	%
Entertainment	2.9	%
U.S. Government Obligations	2.1	%
Telecommunications	1.8	%
Machinery	1.6	%
Broadcasting	1.6	%
Electronics.	1.6	%
Consumer Products	1.6	%
Cable	1.5	%
Consumer Services	1.3	%

Real Estate	1.3	%
Automotive	0.9	%
Publishing	0.8	%
Transportation	0.8	%
Aerospace	0.7	%
Environmental Services	0.6	%
Metals and Mining	0.5	%
Manufactured Housing and Recreational Vehicles	0.4	%
Home Furnishings	0.4	%
Wireless Communications	0.1	%
Communications Equipment	0.1	%
Closed-End Funds	0.1	%
Closed-End Business Development Company	0.0	%*
Educational Services	0.0	%*
Paper and Forest Products	0.0	%*
Agriculture	0.0	%*
Other Assets and Liabilities (Net)	0.0	%*
	100.0	%

* Amount represents less than 0.05%

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.

5

The Gabelli Small Cap Growth Fund

Schedule of Investments — September 30, 2016

						Market
Shares				Cost		Value
			COMMON STOCKS — 97.7%
			Aerospace — 0.7%
	1,245,095		Aerojet Rocketdyne Holdings Inc.†	$	8,096,303	$	21,888,770
	25,000		Embraer SA, ADR		430,623		431,500
	20,000		Innovative Solutions & Support Inc.†		69,694		63,600
					8,596,620		22,383,870
			Agriculture — 0.0%
	500,000		Black Earth Farming Ltd., SDR†		547,399		241,292
	12,000		Cadiz Inc.†		93,950		88,920
					641,349		330,212
			Automotive — 0.9%
	1,315,000		Navistar International Corp.†		36,011,392		30,100,350
	15,000		PACCAR Inc.		627,598		881,700
					36,638,990		30,982,050
			Automotive: Parts and Accessories — 6.3%
	321,651		Accuride Corp.†		834,040		823,427
	236,000		BorgWarner Inc.		1,330,291		8,302,480
	585,000		Brembo SpA		6,245,134		34,895,359
	90,022		China Automotive Systems Inc.†		447,666		373,591
	332,000		Cooper Tire & Rubber Co.		8,686,929		12,622,640
	1,185,000		Dana Inc.		10,629,525		18,474,150
	1,353,507		Federal-Mogul Holdings Corp.†		16,327,905		13,007,202
	756,000		Modine Manufacturing Co.†		9,525,533		8,966,160
	22,000		Monro Muffler Brake Inc.		150,657		1,345,740
	195,000		O’Reilly Automotive Inc.†		5,172,356		54,621,450
	45,000		Puradyn Filter Technologies Inc.†		11,732		1,276
	185,000		SORL Auto Parts Inc.†		1,037,077		703,000
	80,375		Spartan Motors Inc.		388,580		769,993
	207,500		Standard Motor Products Inc.		1,627,780		9,910,200
	207,000		Strattec Security Corp.(a)		4,420,973		7,307,100
	393,000		Superior Industries International Inc.		6,477,904		11,459,880
	475,000		Tenneco Inc.†		4,109,505		27,678,250
	26,000		Thor Industries Inc.		240,934		2,202,200
	15,000		Visteon Corp.		1,538,232		1,074,900
					79,202,753		214,538,998
			Aviation: Parts and Services — 3.8%
	25,000		AAR Corp.		302,990		783,000
	9,500		Astronics Corp.†		18,095		427,975
	15,000		Astronics Corp., Cl. B†		27,720		677,850
	35,000	��	B/E Aerospace Inc.		1,869,544		1,808,100
	9,700,000		BBA Aviation plc		22,260,763		31,418,887
	482,000		Curtiss-Wright Corp.		13,833,833		43,915,020

					Market
Shares			Cost		Value
	44,000	Ducommun Inc.†	$	868,225	$	1,004,960
	880,018	Kaman Corp.		16,923,967		38,650,391
	55,000	KLX Inc.†		2,110,685		1,936,000
	85,000	Moog Inc., Cl. A†		703,065		5,060,900
	16,200	Moog Inc., Cl. B†		471,841		966,168
	68,000	Woodward Inc.		1,052,020		4,248,640
				60,442,748		130,897,891
		Broadcasting — 1.6%
	520,836	ACME Communications Inc.†.		10,417		17,188
	247,034	Beasley Broadcast Group Inc., Cl. A		1,430,627		1,341,395
	10,000	Cogeco Communications Inc.		340,851		493,616
	23,300	Cogeco Inc.		592,837		913,210
	700,000	Crown Media Holdings Inc., Cl. A†		2,910,210		3,535,000
	25,000	Gray Television Inc.†		73,674		259,000
	71,200	Gray Television Inc., Cl. A†		373,008		728,020
	420,000	ITV plc		1,355,190		1,019,079
	20,000	Liberty Broadband Corp., Cl. A†		124,003		1,403,200
	52,362	Liberty Broadband Corp., Cl. C†		730,014		3,742,836
	119,800	Liberty Global plc LiLAC, Cl. A†		3,948,176		3,305,282
	291,034	Liberty Global plc LiLAC, Cl. C†		9,539,889		8,163,504
	20,000	Liberty Media Group, Cl. A†		66,962		573,000
	40,000	Liberty Media Group, Cl. C†		139,035		1,125,600
	80,000	Liberty SiriusXM Group, Cl. A†		271,567		2,718,400
	160,000	Liberty SiriusXM Group, Cl. C†		541,505		5,345,600
	360,000	MSG Networks Inc., Cl. A†		2,378,357		6,699,600
	150,000	Pandora Media Inc.†		2,027,795		2,149,500
	594,500	Salem Media Group Inc.		2,056,752		3,495,660
	170,000	Sinclair Broadcast Group Inc., Cl. A		1,335,314		4,909,600
	450,000	Sirius XM Holdings Inc.†		219,282		1,876,500
	108,148	TiVo Corp.†		2,406,443		2,106,723
				32,871,908		55,921,513
		Building and Construction — 3.1%
	22,905	Armstrong Flooring Inc.†		432,701		432,446
	55,000	Beazer Homes USA Inc.†		924,311		641,300
	265,000	CalAtlantic Group Inc.		4,303,397		8,861,600
	295,000	D.R. Horton Inc.		3,487,621		8,909,000
	52,000	Gibraltar Industries Inc.†		1,113,797		1,931,800
	299,200	Herc Holdings Inc.†		10,156,520		10,083,040
	750,000	Hovnanian Enterprises Inc., Cl. A†		1,928,866		1,267,500
	140,385	Johnson Controls International plc		2,752,473		6,532,114

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

						Market
Shares				Cost		Value
			COMMON STOCKS (Continued)
			Building and Construction (Continued)
	200,000		KB Home	$	2,123,861	$	3,224,000
	374,033		Layne Christensen Co.†		6,988,403		3,183,021
	73,000		Lennar Corp., Cl. A		1,035,143		3,090,820
	460,000		Lennar Corp., Cl. B		12,453,560		15,442,200
	600,000		Louisiana-Pacific Corp.†		5,071,723		11,298,000
	130,000		MDC Holdings Inc.		3,265,051		3,354,000
	155,000		Meritage Homes Corp.†		3,454,885		5,378,500
	2,700		NVR Inc.†.		1,908,453		4,427,649
	345,000	��	PulteGroup Inc.		2,447,273		6,913,800
	380,000		Toll Brothers Inc.†		7,446,446		11,346,800
					71,294,484		106,317,590
			Business Services — 5.5%
	40,000		ACCO Brands Corp.†		363,855		385,600
	120,000		Ascent Capital Group Inc., Cl. A†		2,768,685		2,780,400
	125,000		Blackhawk Network Holdings Inc.†		2,894,657		3,771,250
	525,006		Clear Channel Outdoor Holdings Inc., Cl. A		1,909,003		3,066,035
	1,152,000		Diebold Inc.		37,345,482		28,558,080
	559,953		Edgewater Technology Inc.†		2,770,733		4,759,601
	95,000		GP Strategies Corp.†		791,180		2,338,900
	30,000		GSE Systems Inc.†		130,842		86,400
	375,000		Internap Corp.†		2,434,703		618,750
	17,000		Landauer Inc.		443,034		756,160
	1,100,000		Live Nation Entertainment Inc.†		11,276,960		30,228,000
	210,000		Loomis AB, Cl. B		2,237,130		6,486,921
	200,000		Macquarie Infrastructure Corp.		1,613,089		16,648,000
	94,000		McGrath RentCorp.		2,555,092		2,980,740
	370,000		Scientific Games Corp., Cl. A†		4,560,350		4,169,900
	15,000		Sealed Air Corp.		362,982		687,300
	21,900		Sequential Brands Group Inc.†		211,008		175,200
	118,000		Sohgo Security Services Co. Ltd.		1,431,727		6,283,714
	40,000		Stamps.com Inc.†		377,584		3,780,400
	179,392		Team Inc.†		5,345,577		5,867,912
	400,000		The Brink’s Co.		9,807,432		14,832,000
	2,000,000		The Interpublic Group of Companies Inc.		15,460,476		44,700,000
	33,050		TransAct Technologies Inc.		168,459		243,579
	403,000		Trans-Lux Corp.†(a)		3,940,122		1,098,175
	47,000		United Rentals Inc.†		587,456		3,689,030
	14,444		Vectrus Inc.†		306,666		219,982
					112,094,284		189,212,029

					Market
Shares			Cost		Value
		Cable — 1.5%
	167,000	AMC Networks Inc., Cl. A†	$	2,124,059	$	8,660,620
	4,000	Cable One Inc.		1,226,313		2,336,000
	50,000	DISH Network Corp., Cl. A†		968,420		2,739,000
	36,000	EchoStar Corp., Cl. A†		708,109		1,577,880
	297,990	Liberty Global plc, Cl. A†		7,607,076		10,185,298
	734,391	Liberty Global plc, Cl. C†		18,704,379		24,264,279
				31,338,356		49,763,077
		Closed-End Business Development Company — 0.0%
	108,000	MVC Capital Inc.		1,160,867		895,320
		Closed-End Funds — 0.1%
	82,067	The Central Europe, Russia, and Turkey Fund Inc.		2,347,766		1,575,686
	31,977	The European Equity Fund Inc.		318,173		252,618
	104,826	The New Germany Fund Inc.		1,436,693		1,504,253
				4,102,632		3,332,557
		Communications Equipment — 0.1%
	350,000	Communications Systems Inc.		2,900,232		1,666,000
	52,000	Fortinet Inc.†		1,067,508		1,920,360
	290,000	Sycamore Networks Inc.		338,438		44,979
				4,306,178		3,631,339
		Computer Software and Services — 2.9%
	190,000	Activision Blizzard Inc.		3,007,337		8,417,000
	44,000	Avid Technology Inc.†		436,719		349,360
	10,000	CommerceHub Inc., Cl. A†		94,825		158,000
	14,000	CommerceHub Inc., Cl. C†		98,978		222,740
	113,019	comScore Inc.†		3,922,306		3,465,163
	930,000	EarthLink Holdings Corp.		4,910,862		5,766,000
	395,000	FalconStor Software Inc.†		1,110,933		410,800
	253,231	Global Sources Ltd.†		1,641,060		2,147,399
	75,077	Guidance Software Inc.†		671,365		447,459
	42,000	InterXion Holding NV†		687,045		1,521,240
	60,000	Mentor Graphics Corp.		710,536		1,586,400
	20,000	Mercury Systems Inc.†		303,410		491,400
	20,187	MKS Instruments Inc.		367,981		1,003,900
	440,000	NCR Corp.†		4,746,089		14,163,600
	3,996	NetScout Systems Inc.†		14,188		116,883
	65,000	Quantum Corp.†		204,798		47,853
	12,000	Rocket Internet SE†		305,549		257,878
	100,000	Rockwell Automation Inc.		2,731,906		12,234,000
	10,000	SecureWorks Corp., Cl. A†		127,406		125,100
	125,000	Stratasys Ltd.†		3,600,213		3,011,250
	250,000	Tyler Technologies Inc.†		1,023,442		42,807,500
	2,000	Zedge Inc., Cl. B†		7,168		6,840
				30,724,116		98,757,765

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Products — 1.6%
	295,000	1-800-FLOWERS.COM Inc., Cl. A†	$	1,342,595	$	2,705,150
	74,000	Brunswick Corp.		1,881,888		3,609,720
	33,500	Chofu Seisakusho Co. Ltd.		484,644		872,146
	100,000	Church & Dwight Co. Inc.		266,314		4,792,000
	90,000	Ginko International Co. Ltd.		1,156,197		892,951
	2,000	Harley-Davidson Inc.		4,713		105,180
	25,000	Harman International Industries Inc.		1,186,027		2,111,250
	143,812	Hunter Douglas NV		6,182,682		7,959,668
	2,800	Kobayashi Pharmaceutical Co Ltd.		115,862		145,239
	491,085	Marine Products Corp.		1,506,990		4,405,032
	10,000	National Presto Industries Inc.		300,897		877,900
	12,000	Newell Brands Inc.		112,731		631,920
	420,000	Sally Beauty Holdings Inc.†		2,845,224		10,785,600
	220,000	Samick Musical Instruments Co. Ltd.		299,584		551,323
	13,000	Shimano Inc.		1,500,919		1,912,726
	9,750	Steven Madden Ltd.†		36,466		336,960
	150,000	Swedish Match AB		2,992,162		5,504,266
	87,425	Syratech Corp.†		17,426		262
	25,000	The Scotts Miracle-Gro Co., Cl. A		771,996		2,081,750
	22,000	WD-40 Co.		606,916		2,473,460
	105,000	Wolverine World Wide Inc.		542,857		2,418,150
				24,155,090		55,172,653
		Consumer Services — 1.3%
	53,000	Bowlin Travel Centers Inc.†		53,947		78,175
	2,750	Collectors Universe Inc.		1,420		50,958
	18,000	IAC/InterActiveCorp.		199,991		1,124,460
	265,017	KAR Auction Services Inc.		3,573,437		11,438,134
	100,000	Liberty Interactive Corp. QVC Group, Cl. A†		1,487,382		2,001,000
	37,000	Liberty TripAdvisor Holdings Inc., Cl. A†		393,577		808,450
	50,000	Liberty Ventures, Cl. A†		586,245		1,993,500
	900,000	Rollins Inc.		2,281,581		26,352,000
				8,577,580		43,846,677
		Diversified Industrial — 5.6%
	17,500	Acuity Brands Inc.		255,011		4,630,500
	30,000	Aegion Corp.†		561,304		572,100
	101,000	Albany International Corp., Cl. A		2,239,244		4,280,380
	216,000	Ampco-Pittsburgh Corp.		2,987,828		2,395,440
	6,000	Anixter International Inc.†		57,120		387,000
	50,000	Burnham Holdings Inc., Cl. A		963,334		854,500
	40,076	Covisint Corp.†		103,328		87,366

					Market
Shares			Cost		Value
	402,000	Crane Co.	$	9,587,092	$	25,330,020
	120,000	EnPro Industries Inc.		6,570,400		6,818,400
	115,000	Greif Inc., Cl. A		2,267,516		5,702,850
	117,970	Greif Inc., Cl. B		5,709,954		7,147,802
	1,245,000	Griffon Corp.		13,703,772		21,177,450
	30,000	Handy & Harman Ltd.†		778,029		631,200
	35,000	Haynes International Inc.		1,705,221		1,298,850
	190,000	Jardine Strategic Holdings Ltd.		3,487,637		6,213,000
	491,000	Katy Industries Inc.†(a)		652,646		233,225
	48,000	Key Technology Inc.†		678,183		518,880
	205,018	Kimball International Inc., Cl. B		2,084,730		2,652,933
	27,000	L.B. Foster Co., Cl. A		340,898		324,270
	80,000	Lawson Products Inc.†		1,171,587		1,418,400
	95,000	Lincoln Electric Holdings Inc.		2,555,503		5,948,900
	61,000	Lindsay Corp.		1,511,197		4,512,780
	34,000	Lydall Inc.†		383,806		1,738,420
	31,000	Matthews International Corp., Cl. A		738,675		1,883,560
	592,576	Myers Industries Inc.		6,667,772		7,697,562
	126,000	Oil-Dri Corp. of America		1,382,128		4,742,640
	125,000	Olin Corp.		2,446,749		2,565,000
	310,000	Park-Ohio Holdings Corp.		3,082,761		11,299,500
	19,000	Pentair plc		727,134		1,220,560
	99,000	Raven Industries Inc.		2,453,433		2,279,970
	32,000	Roper Technologies Inc.		620,029		5,839,040
	313,000	Sevcon Inc.†(a)		1,981,995		2,770,050
	140,000	Sevcon Inc.†(a)(b)		1,081,886		1,239,000
	96,000	Sonoco Products Co.		2,940,089		5,071,680
	200	Spectrum Brands Holdings Inc.		22,606		27,538
	58,000	Standex International Corp.		1,563,076		5,386,460
	264,446	Steel Partners Holdings LP†		4,477,060		3,794,800
	7,000	T Hasegawa Co. Ltd.		105,119		128,534
	8,000	Terex Corp.		190,480		203,280
	390,000	Textron Inc.		2,523,213		15,502,500
	539,036	Tredegar Corp.		9,222,799		10,020,679
	244,000	Trinity Industries Inc.		3,786,904		5,899,920
				106,369,248		192,446,939
		Educational Services — 0.0%
	59,000	Career Education Corp.†		416,169		400,610
	125,000	Corinthian Colleges Inc.†		209,899		119
	265,125	Universal Technical Institute Inc.		4,059,067		471,923
				4,685,135		872,652
		Electronics — 1.6%
	196,000	Badger Meter Inc.		2,797,399		6,567,960
	284,000	Bel Fuse Inc., Cl. A(a)		6,448,441		5,722,600
	550,000	CTS Corp.		5,306,161		10,230,000

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Electronics (Continued)
	575,000	Cypress Semiconductor Corp.	$	4,654,983	$	6,992,000
	40,000	Daktronics Inc.		362,126		381,600
	100,000	Dolby Laboratories Inc., Cl. A		4,100,353		5,429,000
	1,167	Fortive Corp.		4,776		59,400
	245,000	Gentex Corp.		3,067,461		4,302,200
	20,000	IMAX Corp.†		158,565		579,400
	70,000	KEMET Corp.†		270,334		249,900
	25,000	Kimball Electronics Inc.†		151,153		346,500
	70,000	MOCON Inc.		1,038,750		1,099,000
	353,725	Park Electrochemical Corp.		5,759,842		6,144,203
	55,500	Renesas Electronics Corp.†		362,072		336,049
	135,000	Rofin-Sinar Technologies Inc.†		3,214,465		4,344,300
	165,000	Stoneridge Inc.†		1,306,544		3,036,000
				39,003,425		55,820,112
		Energy and Utilities — 6.6%
	12,000	Amec Foster Wheeler plc, ADR		35,093		89,160
	70,000	Avangrid Inc.		2,750,953		2,924,600
	125,000	Avista Corp.		4,157,796		5,223,750
	332,000	Black Hills Corp.		8,463,611		20,325,040
	70,000	Black Ridge Oil and Gas Inc.†		0		4,200
	270,271	Callon Petroleum Co.†		2,037,944		4,243,255
	46,000	Chesapeake Utilities Corp.		838,953		2,808,760
	6,000	Clean Energy Fuels Corp.†		52,782		26,820
	38,000	CMS Energy Corp.		197,906		1,596,380
	23,000	Connecticut Water Service Inc.		464,832		1,143,790
	15,000	CONSOL Energy Inc.		197,331		288,000
	11,000	Consolidated Water Co. Ltd.		141,093		127,820
	155,000	Covanta Holding Corp.		438,363		2,385,450
	103,000	Diamondback Energy Inc.†		5,377,395		9,943,620
	406,000	El Paso Electric Co.		5,906,970		18,988,620
	80,000	Energy Recovery Inc.†		352,081		1,278,400
	120,000	EXCO Resources Inc.†		362,962		128,400
	20,000	Gamesa Corporacion Tecnologica SA		117,491		478,887
	155,000	Great Plains Energy Inc.		3,015,094		4,229,950
	110,000	Hawaiian Electric Industries Inc.		2,784,810		3,283,500
	44,000	Middlesex Water Co.		755,374		1,550,560
	95,000	National Fuel Gas Co.		5,556,830		5,136,650
	15,000	Northwest Natural Gas Co.		715,241		901,650
	80,000	NorthWestern Corp.		2,451,541		4,602,400
	80,000	Oceaneering International Inc		1,366,984		2,200,800
	310,000	Otter Tail Corp		7,388,107		10,722,900
	12,000	Patterson-UTI Energy Inc		241,902		268,440
	1,250,000	PNM Resources Inc		14,688,912		40,900,000

					Market
Shares			Cost		Value
	72,000	Rowan Companies plc, Cl. A	$	2,499,120	$	1,091,520
	2,285,000	RPC Inc.†		3,229,570		38,388,000
	118,000	SJW Corp.		2,362,098		5,154,240
	175,500	Southwest Gas Corp.		4,302,243		12,260,430
	17,000	Spire Inc.		676,778		1,083,580
	234,654	Steel Excel Inc.†		5,895,555		2,592,927
	129,000	SunEdison Inc.†		198,659		6,489
	30,000	Tesoro Corp.		352,883		2,386,800
	42,000	The York Water Co.		587,880		1,245,720
	14,000	Vestas Wind Systems A/S		132,040		1,152,250
	220,000	Westar Energy Inc.		4,036,837		12,485,000
				95,132,014		223,648,758
		Entertainment — 2.9%
	75,000	Carmike Cinemas Inc.†		510,631		2,451,750
	50,000	Discovery Communications Inc., Cl. A†		863,334		1,346,000
	100,000	Discovery Communications Inc., Cl. C†		926,160		2,631,000
	431,384	Dover Motorsports Inc.		1,595,309		1,065,518
	44,000	Eros International plc†		511,606		674,080
	6,000	Global Eagle Entertainment Inc.†		65,431		49,860
	69,000	International Speedway Corp., Cl. A		2,180,287		2,305,980
	6,814	International Speedway Corp., Cl. B		167,786		228,405
	20,512	Liberty Braves Group, Cl. A†		264,465		357,934
	250,604	Liberty Braves Group, Cl. C†		3,842,274		4,355,498
	33,000	Lions Gate Entertainment Corp.		671,070		659,670
	4,500	Manchester United plc, Cl. A		73,614		75,960
	1,705,800	Media General Inc.†		9,996,682		31,437,894
	254,000	Pinnacle Entertainment Inc.†		2,839,720		3,134,360
	72,000	Starz, Cl. A†		180,768		2,245,680
	210,000	Take-Two Interactive Software Inc.†		1,957,272		9,466,800
	124,000	The Madison Square Garden Co, Cl. A†		6,688,655		21,006,840
	260,000	Twenty-First Century Fox Inc., Cl. A		673,473		6,297,200
	157,000	Universal Entertainment Corp.†		2,117,510		4,630,807
	153,000	World Wrestling Entertainment Inc., Cl. A		1,680,845		3,258,900
				37,806,892		97,680,136
		Environmental Services — 0.6%
	400,000	Republic Services Inc.		5,798,456		20,180,000
		Equipment and Supplies — 8.9%
	44,000	A.O. Smith Corp.		328,585		4,346,760
	534,000	AMETEK Inc.		1,010,335		25,514,520

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Equipment and Supplies (Continued)
	40,500	AZZ Inc.	$	1,280,665	$	2,643,435
	10,000	Belden Inc.		119,356		689,900
	536,000	CIRCOR International Inc.		15,598,243		31,924,160
	222,000	CLARCOR Inc.		1,449,019		14,430,000
	325,000	Core Molding Technologies Inc.†		638,902		5,492,500
	165,000	Crown Holdings Inc.†		666,877		9,419,850
	2,335	Danaher Corp.		15,131		183,041
	178,000	Donaldson Co. Inc.		1,577,779		6,644,740
	215,000	Entegris Inc.†		1,209,536		3,745,300
	830,063	Federal Signal Corp.		5,906,469		11,006,635
	300,000	Flowserve Corp.		2,954,946		14,472,000
	315,500	Franklin Electric Co. Inc.		1,601,373		12,844,005
	244,000	Graco Inc.		8,720,951		18,056,000
	93,000	IDEX Corp.		705,777		8,702,010
	455,000	Interpump Group SpA		2,802,617		7,753,794
	68,000	Itron Inc.†		2,820,377		3,791,680
	38,000	Littelfuse Inc.		745,492		4,894,780
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		730,585
	100,000	Manitowoc Foodservice Inc.†.		513,586		1,622,000
	81,000	Minerals Technologies Inc.		4,034,941		5,725,890
	6,000	MSA Safety Inc.		179,592		348,240
	688,000	Mueller Industries Inc.		18,450,507		22,304,960
	530,000	Mueller Water Products Inc., Cl. A		3,997,254		6,651,500
	10,000	Plantronics Inc.		262,977		519,600
	2,000	Regal Beloit Corp.		59,351		118,980
	4,000	Teleflex Inc.		60,933		672,200
	282,000	Tennant Co.		5,860,985		18,273,600
	870,000	The Gorman-Rupp Co.		14,653,416		22,280,700
	155,000	The Greenbrier Companies Inc.		2,327,736		5,471,500
	259,100	The L.S. Starrett Co., Cl. A		3,190,006		2,544,362
	100,000	The Manitowoc Co. Inc.		153,409		479,000
	75,000	The Middleby Corp.†		1,121,311		9,271,500
	40,000	The Timken Co.		1,374,376		1,405,600
	48,000	The Toro Co.		845,248		2,248,320
	7,500	Valmont Industries Inc.		172,236		1,009,275
	149,000	Vicor Corp.†		1,299,938		1,728,400
	7,875	Watsco Inc., Cl. B		23,627		1,124,904
	176,500	Watts Water Technologies Inc., Cl. A		4,730,803		11,444,260
				113,824,271		302,530,486
		Financial Services — 3.9%
	10,800	Alleghany Corp.†		1,858,237		5,670,216
	29,282	Argo Group International Holdings Ltd.		724,275		1,652,090
	24,000	Astoria Financial Corp.		369,433		350,400
	107,700	BKF Capital Group Inc.†		210,018		73,241

					Market
Shares			Cost		Value
	131,000	Calamos Asset Management Inc., Cl. A	$	1,566,158	$	893,420
	12,500	Capitol Federal Financial Inc.		125,000		175,875
	22,000	Crazy Woman Creek Bancorp Inc.		343,564		290,180
	636,000	Energy Transfer Equity LP		1,235,930		10,678,440
	80,000	FCB Financial Holdings Inc., Cl. A†		2,298,603		3,074,400
	9,967	Fidelity Southern Corp.		63,366		183,293
	500,093	Flushing Financial Corp.		8,835,466		11,862,206
	305,064	Fortress Investment Group LLC, Cl. A		1,650,314		1,507,016
	1,148,300	GAM Holding AG		14,898,731		10,968,836
	250,000	Hilltop Holdings Inc.†		5,543,303		5,615,000
	310,000	Hope Bancorp Inc.		3,512,655		5,384,700
	455,800	Huntington Bancshares Inc.		4,363,341		4,494,188
	1,350,000	Janus Capital Group Inc.		13,871,453		18,913,500
	156,400	KeyCorp.		2,428,474		1,903,388
	750,072	KKR & Co. LP		4,155,605		10,696,027
	180,000	Legg Mason Inc.		4,136,892		6,026,400
	15,000	M&T Bank Corp.		1,294,650		1,741,500
	11,500	Manning & Napier Inc.		117,859		81,535
	60,024	Medallion Financial Corp.		453,245		253,301
	280,000	Och-Ziff Capital Management Group LLC, Cl. A		1,871,733		1,215,200
	165,000	Oritani Financial Corp.		1,685,540		2,593,800
	32,000	PrivateBancorp Inc.		541,949		1,469,440
	56,000	Pzena Investment Management Inc., Cl. A		532,967		431,200
	1,155	Southeastern Bank Financial Corp.		62,147		62,133
	12,000	State Auto Financial Corp.		284,397		285,720
	431,887	Sterling Bancorp.		4,773,930		7,558,023
	14,000	T. Rowe Price Group Inc.		603,780		931,000
	14,000	TFS Financial Corp.		205,115		249,340
	150,000	The Charles Schwab Corp.		2,404,087		4,735,500
	454	Thomasville Bancshares Inc.		14,991		14,766
	10,000	Universal American Corp.		68,617		76,500
	40,782	Value Line Inc.		570,979		662,300
	31,209	Virtu Financial Inc., Cl. A		581,067		467,199
	465,000	Waddell & Reed Financial Inc., Cl. A		8,782,517		8,444,400
	10,121	Waterloo Investment Holdings Ltd.†		1,390		405
	572,300	Wright Investors’ Service Holdings Inc.†		1,177,469		400,610
	30,000	Yadkin Financial Corp.		648,150		788,700
				98,867,397		132,875,388
		Food and Beverage — 10.7%
	575,000	Arca Continental SAB de CV		1,132,490		3,422,169

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	3,000	Blue Buffalo Pet Products Inc.†	$	55,641	$	71,280
	113,000	Brown-Forman Corp., Cl. A		1,092,699		5,621,750
	15,000	Brown-Forman Corp., Cl. B		144,052		711,600
	21,000	Bull-Dog Sauce Co. Ltd.		120,234		423,500
	5,000,000	China Tontine Wines Group Ltd.†		960,438		156,000
	220,000	Chr. Hansen Holding A/S		9,205,103		13,078,049
	575,000	Cott Corp.		4,350,426		8,193,750
	350,000	Crimson Wine Group Ltd.†		3,112,381		3,027,500
	1,800,000	Davide Campari-Milano SpA		11,746,861		20,281,064
	55,000	Dean Foods Co.		656,947		902,000
	265,000	Denny’s Corp.†		868,404		2,832,850
	302,000	Dr Pepper Snapple Group Inc.		6,135,751		27,575,620
	3,500,000	Dynasty Fine Wines Group Ltd.†		1,246,520		649,786
	110,000	Farmer Brothers Co.†		1,983,969		3,910,500
	510,000	Flowers Foods Inc.		1,347,594		7,711,200
	145,000	Ingredion Inc.		3,043,782		19,293,700
	180,000	ITO EN Ltd.		3,741,497		6,354,716
	89,200	Iwatsuka Confectionery Co. Ltd.		5,078,214		3,078,744
	23,500	J & J Snack Foods Corp.		531,096		2,799,320
	143,000	Kameda Seika Co. Ltd.		5,790,287		7,939,352
	1,300,000	Kikkoman Corp.		13,674,730		41,280,016
	240,892	Lifeway Foods Inc.†		2,490,576		4,080,710
	1,200,000	Maple Leaf Foods Inc.		21,546,913		27,540,684
	6,000	MEIJI Holdings Co. Ltd.		117,526		591,095
	72,000	MGP Ingredients Inc.		382,002		2,917,440
	450,000	Morinaga Milk Industry Co. Ltd.		1,808,850		3,581,184
	21,000	National Beverage Corp.†		818,085		925,050
	85,000	NISSIN FOODS HOLDINGS CO. LTD.		2,907,986		5,138,307
	30,000	Nutrisystem Inc.		382,707		890,700
	6,500,000	Parmalat SpA		17,935,803		17,217,673
	277,000	Post Holdings Inc.†		9,829,762		21,376,090
	320,000	Rock Field Co. Ltd.		2,505,527		4,746,117
	889,236	Snyder’s-Lance Inc.		20,473,780		29,860,545
	25,000	The Boston Beer Co. Inc., Cl. A†		535,992		3,881,500
	427,000	The Hain Celestial Group Inc.†		3,735,408		15,192,660
	76,000	The J.M. Smucker Co.		2,608,859		10,301,040
	185,000	The WhiteWave Foods Co.†		2,425,256		10,069,550
	800,000	Tingyi (Cayman Islands) Holding Corp.		1,806,272		926,203
	337,001	Tootsie Roll Industries Inc.		6,483,394		12,411,747
	95,000	United Natural Foods Inc.†		2,727,489		3,803,800

Shares			Cost		Market Value
	22,000	Vina Concha Y Toro SA, ADR	$	820,659	$	766,920
	1,400,000	Vitasoy International Holdings Ltd.		1,028,189		2,822,959
	20,000	Willamette Valley Vineyards Inc.†		73,225		159,000
	150,000	Yakult Honsha Co. Ltd.		3,747,741		6,715,645
				183,211,117		365,231,085
		Health Care — 5.6%
	40,000	Achaogen Inc.†		409,599		191,600
	10,000	Akorn Inc.†		313,132		272,600
	25,000	Alere Inc.†		645,066		1,081,000
	13,200	Align Technology Inc.†		95,890		1,237,500
	22,000	Allergan plc†		6,783,480		5,066,820
	78,000	AngioDynamics Inc.†		856,768		1,368,120
	7,000	Anika Therapeutics Inc.†		63,228		334,950
	43,000	Biolase Inc.†		38,708		75,250
	12,400	Bio-Rad Laboratories Inc., Cl. A†		883,151		2,031,244
	18,000	Bruker Corp.		164,975		407,700
	186,000	Cantel Medical Corp.		2,155,559		14,504,280
	160,000	Cempra Inc.†		2,392,808		3,872,000
	218,000	Cepheid†		2,991,037		11,486,420
	180,000	Chemed Corp.		4,982,598		25,392,600
	59,000	CONMED Corp.		1,505,771		2,363,540
	385,000	Cutera Inc.†		4,034,485		4,589,200
	83,000	DexCom Inc.†		714,427		7,275,780
	210,024	Exactech Inc.†		3,283,169		5,676,949
	175,000	Globus Medical Inc., Cl. A†		4,095,135		3,949,750
	43,000	Henry Schein Inc.†		844,050		7,008,140
	4,500	Heska Corp.†		36,434		244,935
	46,500	ICU Medical Inc.†		2,163,255		5,876,670
	99,000	Integer Holdings Corp.†		2,270,116		2,147,310
	6,500	K2M Group Holdings Inc.†		113,793		115,570
	122,019	Kindred Healthcare Inc.		1,725,121		1,247,034
	17,600	Lexicon Pharmaceuticals Inc.†		230,556		318,032
	35,000	LivaNova plc†		1,851,986		2,103,850
	122,000	Masimo Corp.†		3,191,918		7,257,780
	204,000	Meridian Bioscience Inc.		4,152,151		3,935,160
	19,853	Neogen Corp.†		576,800		1,110,577
	145,000	NuVasive Inc.†		4,284,884		9,665,700
	25,500	Nuvectra Corp.†		174,575		176,460
	18,000	Ophthotech Corp.†		726,750		830,340
	319,500	OPKO Health Inc.†		1,967,486		3,383,505
	163,444	Orthofix International NV†		4,090,071		6,990,500
	69,678	Owens & Minor Inc.		1,452,849		2,419,917
	160,000	Pain Therapeutics Inc.†		516,921		159,984
	50,000	Patterson Companies Inc.		1,908,401		2,297,000
	636,000	Quidel Corp.†		7,144,104		14,049,240
	205,000	RTI Surgical Inc.†		1,010,145		641,650
	25,000	Seikagaku Corp.		292,810		407,524

See accompanying notes to financial statements

11

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	54,084	STERIS plc	$	4,031,421	$	3,953,540
	2,300	Straumann Holding AG		206,988		899,048
	3,000	Stryker Corp.		142,188		349,230
	43,000	SurModics Inc.†		892,751		1,293,870
	14,000	Syneron Medical Ltd.†		116,750		100,240
	104,000	Tetraphase Pharmaceuticals Inc.†		649,903		398,320
	26,500	The Cooper Companies Inc.		1,018,432		4,750,390
	45,500	United-Guardian Inc.		411,719		662,480
	70,000	Vascular Solutions Inc.†		528,293		3,376,100
	404,500	Wright Medical Group NV†		8,320,598		9,922,385
	19,000	Zeltiq Aesthetics Inc.†		485,205		745,180
				93,938,410		190,014,964
		Home Furnishings — 0.4%
	212,050	Bassett Furniture Industries Inc.		2,326,401		4,930,164
	35,000	Bed Bath & Beyond Inc.		992,346		1,508,850
	62,700	Ethan Allen Interiors Inc.		1,540,490		1,960,629
	210,000	La-Z-Boy Inc.		4,169,516		5,157,600
				9,028,753		13,557,243
		Hotels and Gaming — 3.3%
	152,000	Belmond Ltd., Cl. A†		1,430,860		1,931,920
	500,000	Boyd Gaming Corp.†		4,146,653		9,890,000
	190,000	Canterbury Park Holding Corp.		1,954,657		1,995,000
	221,300	Churchill Downs Inc.		9,336,286		32,387,255
	170,000	Dover Downs Gaming & Entertainment Inc.†		728,732		187,000
	148,000	Formosa International Hotels Corp.		1,300,083		847,522
	116,000	Gaming and Leisure Properties Inc.		1,267,163		3,880,200
	1,000,000	Genting Singapore plc		969,758		549,974
	165,000	Golden Entertainment Inc.		1,406,273		2,057,550
	70,000	International Game Technology plc		1,325,186		1,706,600
	173,000	Las Vegas Sands Corp.		908,003		9,954,420
	3,150,000	Mandarin Oriental International Ltd.		4,525,377		4,110,750
	94,500	Morgans Hotel Group Co.†		642,826		190,890
	30,000	Penn National Gaming Inc.†		131,625		407,100
	560,000	Ryman Hospitality Properties Inc.		16,389,148		26,969,600
	2,900,000	The Hongkong & Shanghai Hotels Ltd.		3,109,105		2,878,913
	385,057	The Marcus Corp.		4,939,900		9,641,827
	24,000	Wynn Resorts Ltd.		199,481		2,338,080
				54,711,116		111,924,601

Shares			Cost		Market Value
		Machinery — 1.6%
	470,000	Astec Industries Inc.	$	17,146,572	$	28,138,900
	3,000	Capstone Turbine Corp.†		4,212		4,110
	1,700,000	CNH Industrial NV		5,782,380		12,274,000
	2,000	Disco Corp.		156,366		234,505
	300,000	Kennametal Inc.		6,569,742		8,706,000
	6,000	Nordson Corp.		107,171		597,780
	166,500	The Eastern Co.		3,243,577		3,334,995
	182,900	Twin Disc Inc.		3,346,951		2,191,142
	10,000	Xylem Inc.		362,059		524,500
				36,719,030		56,005,932
		Manufactured Housing and Recreational Vehicles — 0.4%
	91,000	Cavco Industries Inc.†		2,571,702		9,013,550
	14,000	Drew Industries Inc.		237,825		1,372,280
	73,992	Nobility Homes Inc.†		850,472		1,202,370
	84,490	Skyline Corp.†		493,561		1,156,668
	60,000	Winnebago Industries Inc.		734,195		1,414,200
				4,887,755		14,159,068
		Metals and Mining — 0.5%
	15,500	Allegheny Technologies Inc.		274,648		280,085
	52,003	Barrick Gold Corp.		1,522,648		921,493
	174,750	Century Aluminum Co.†		1,916,670		1,214,514
	20,000	Constellium NV, Cl. A†		134,975		144,000
	45,000	Ivanhoe Mines Ltd., Cl. A†		117,783		78,204
	135,000	Kinross Gold Corp.†		796,824		568,350
	345,000	Materion Corp.		7,808,783		10,594,950
	52,100	Stillwater Mining Co.†		477,514		696,056
	90,000	TimkenSteel Corp.†		1,319,196		940,500
	245,000	Turquoise Hill Resources Ltd.†		1,368,145		727,650
	45,000	United States Steel Corp.		448,111		848,700
	15,000	Yamana Gold Inc.		50,671		64,650
				16,235,968		17,079,152
		Paper and Forest Products — 0.0%
	16,000	Schweitzer-Mauduit International Inc.		373,701		616,960
		Publishing — 0.8%
	80,000	Cambium Learning Group Inc.†		261,134		434,400
	3,100	Graham Holdings Co., Cl. B		1,435,776		1,492,247
	1,075,000	Il Sole 24 Ore SpA†		1,242,777		611,653
	12,000	John Wiley & Sons Inc., Cl. B.		46,500		646,080
	57,000	Meredith Corp.		1,779,993		2,963,430
	65,000	News Corp., Cl. A		91,837		908,700
	1,300,000	The E.W. Scripps Co., Cl. A†		12,675,118		20,670,000
				17,533,135		27,726,510
		Real Estate — 1.3%
	60,000	Capital Properties Inc., Cl. A†.		683,966		645,000
	160,000	Cohen & Steers Inc.		3,637,458		6,840,000

See accompanying notes to financial statements.

12

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Real Estate (Continued)
	235,000	Griffin Industrial Realty Inc.		$      4,084,962		$      7,447,150
	6,967	Gyrodyne LLC		201,352		131,676
	20,000	Lamar Advertising Co., Cl. A		184,258		1,306,200
	103,000	Morguard Corp.		1,314,900		13,425,054
	43,747	New Senior Investment Group Inc.		496,047		504,840
	5,500	Seritage Growth Properties, Cl. A		278,127		278,740
	130,000	Tejon Ranch Co.†		3,608,091		3,161,600
	505,060	The St. Joe Co.†		8,182,966		9,283,003
				22,672,127		43,023,263
		Retail — 6.1%
	330,000	Aaron’s Inc.		3,379,591		8,388,600
	200,000	AutoNation Inc.†		3,399,442		9,742,000
	20,224	Barnes & Noble Education Inc.†		151,401		193,544
	32,000	Barnes & Noble Inc.		293,897		361,600
	320,700	Big 5 Sporting Goods Corp.		4,271,391		4,367,934
	22,639	Biglari Holdings Inc.†		6,366,435		9,871,057
	193,000	Casey’s General Stores Inc.		7,490,852		23,188,950
	50,000	Coldwater Creek Inc.†		71,495		735
	82,000	Copart Inc.†		1,407,742		4,391,920
	1,000	Cracker Barrel Old Country Store Inc.		59,645		132,220
	455,000	CST Brands Inc.		15,649,819		21,880,950
	443,000	Dominion Diamond Corp.		6,310,531		4,314,820
	2,500	Dunkin’ Brands Group Inc.		47,500		130,200
	13,000	Fairway Group Holdings Corp.†		2,760		91
	105,000	GNC Holdings Inc., Cl. A		3,084,494		2,144,100
	20,000	Hertz Global Holdings Inc.†		938,438		803,200
	80,000	HSN Inc.		2,423,032		3,184,000
	665,000	Ingles Markets Inc., Cl. A		11,051,587		26,294,100
	665,000	J.C. Penney Co. Inc.†		8,094,551		6,131,300
	61,000	Lands’ End Inc.†		1,236,183		884,500
	180,000	Macy’s Inc.		2,590,692		6,669,000
	80,000	Movado Group Inc		1,353,733		1,718,400
	77,000	Murphy USA Inc.†		2,994,428		5,494,720
	157,000	Nathan’s Famous Inc.†		262,984		8,249,565
	1,500	Neff Corp., Cl. A†		13,803		14,250
	100,000	Penske Automotive Group Inc.		1,476,842		4,818,000
	492,498	Pier 1 Imports Inc.		5,556,441		2,088,192
	290,000	Rush Enterprises Inc., Cl. B†		3,282,048		7,049,900
	4,000	Salvatore Ferragamo SpA		78,673		101,551
	3,100	Sprouts Farmers Market Inc.†		57,829		64,015
	255,000	SUPERVALU Inc.†		2,199,484		1,272,450
	380,000	The Bon-Ton Stores Inc.		2,705,213		649,800
	440,000	The Cheesecake Factory Inc.		13,457,066		22,026,400

Shares			Cost		Market Value
	194,000	Tractor Supply Co.		$      1,774,881		$      13,065,900
	44,073	Village Super Market Inc., Cl. A		1,147,845		1,410,777
	130,000	Vitamin Shoppe, Inc.†		4,259,266		3,490,500
	56,000	Weis Markets Inc.		1,772,705		2,968,000
	1,054	Winmark Corp.		72,976		111,218
	12,000	Yoox Net-A-Porter Group SpA†		295,129		371,516
				121,082,824		208,039,975
		Specialty Chemicals — 4.8%
	55,000	A. Schulman Inc.		1,316,740		1,601,600
	98,000	Albemarle Corp.		3,367,963		8,378,020
	72,000	Ashland Global Holdings Inc.		2,304,412		8,348,400
	1,450,000	Chemtura Corp.†		31,620,144		47,574,500
	2,307,100	Ferro Corp.†		15,212,349		31,861,051
	305,000	H.B. Fuller Co.		4,074,383		14,173,350
	91,000	Hawkins Inc.		3,325,886		3,943,030
	1,050,000	Huntsman Corp.		7,984,216		17,083,500
	16,000	NewMarket Corp.		1,655,130		6,869,120
	300,000	OMNOVA Solutions Inc.†		574,864		2,532,000
	37,000	Platform Specialty Products Corp.†		347,769		300,070
	12,000	Quaker Chemical Corp.		196,457		1,271,160
	250,000	Sensient Technologies Corp.		5,092,725		18,950,000
	7,500	Takasago International Corp.		201,942		199,916
	2,500	Valvoline Inc.†		55,000		58,725
				77,329,980		163,144,442
		Telecommunications — 1.8%
	86,200	ATN International Inc.		3,953,387		5,606,448
	2,800,000	Cincinnati Bell Inc.†		9,218,908		11,424,000
	64,000	Consolidated Communi- cations Holdings Inc.		632,706		1,615,360
	898,079	Gogo Inc.†		14,743,591		9,914,792
	33,000	Harris Corp.		2,613,407		3,023,130
	250,000	HC2 Holdings Inc.†		1,000,923		1,362,500
	6,000	IDT Corp., Cl. B		40,619		103,440
	12,000	Iridium Communications Inc.†		96,080		97,320
	342,000	Ixia†		4,801,104		4,275,000
	39,000	Loral Space & Communications Inc.†		1,527,120		1,525,290
	140,000	New ULM Telecom Inc.		1,294,046		1,043,000
	40,000	Pharol SGPS SA		16,517		10,784
	115,000	Rogers Communications Inc., Cl. B		555,319		4,878,300
	232,010	Shenandoah Telecommunications Co.		982,995		6,312,992
	705,000	Sprint Corp.†		3,684,619		4,674,150
	6,629	Straight Path Communications Inc., Cl. B†		122,880		169,769
	37,584	Verizon Communications Inc.		846,702		1,953,616

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Telecommunications (Continued)
	808,000	VimpelCom Ltd., ADR	$	2,333,746	$	2,811,840
				48,464,669		60,801,731
		Transportation — 0.8%
	490,000	GATX Corp.		15,218,669		21,829,500
	20,000	Irish Continental Group plc		14,688		99,529
	415,000	ModusLink Global Solutions Inc.†		1,509,095		680,600
	127,000	Navigator Holdings Ltd.†		1,862,107		913,130
	133,332	Providence and Worcester Railroad Co.		1,892,820		3,303,967
				20,497,379		26,826,726
		Wireless Communications — 0.1%
	62,000	Millicom International Cellular SA, SDR		4,443,283		3,216,068
	50,000	United States Cellular Corp.†		1,991,054		1,817,000
				6,434,337		5,033,068
		TOTAL COMMON STOCKS		1,720,755,094		3,335,222,732
		PREFERRED STOCKS — 0.1%
		Automotive: Parts and Accessories — 0.1%
	138,000	Jungheinrich AG		948,781		4,666,970
		CONVERTIBLE PREFERRED STOCKS — 0.1%
		Business Services — 0.0%
	14,747	Trans-Lux Pfd., Ser. B(a)		2,949,400		870,492
		Diversified Industrial — 0.1%
	60,098	Sevcon Inc., 4.000%, Ser. A(a)		1,292,107		1,588,390
		TOTAL CONVERTIBLE PREFERRED STOCKS		4,241,507		2,458,882
		RIGHTS — 0.0%
		Health Care — 0.0%
	58,000	Durata Therapeutics Inc., CVR, expire 12/31/20†		0		0
	300,000	Sanofi, CVR, expire 12/31/20†		280,936		80,100
				280,936		80,100
		Wireless Communications — 0.0%
	200,000	Leap Wireless International Inc., CVR, expire 03/14/17†		463,949		504,000
		TOTAL RIGHTS		744,885		584,100

Shares			Cost		Market Value
		WARRANTS — 0.0%
		Diversified Industrial — 0.0%
	70,000	Sevcon Inc., expire 07/11/21†(a)		$194,914		$257,049
Principal Amount
		CORPORATE BONDS — 0.0%
		Automotive — 0.0%
	$    300,000	Navistar International Corp., 8.250%, 11/01/21		205,115		298,500
		Real Estate — 0.0%
	58,838	Capital Properties Inc., 5.000%, 12/31/22		58,838		58,800
		TOTAL CORPORATE BONDS		263,953		357,300
		U.S. GOVERNMENT OBLIGATIONS — 2.1%
	73,112,000	U.S. Treasury Bills, 0.120% to 0.451%††, 10/13/16 to 03/09/17		73,050,344		73,064,153
		TOTAL INVESTMENTS — 100.0%		$1,800,199,478		3,416,611,186
		Other Assets and Liabilities (Net) — 0.0%				(1,352,396	)
		NET ASSETS — 100.0%				$3,415,258,790

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

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, the market value of the Rule 144A security amounted to $1,239,000 or 0.04% of total 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.

14

The Gabelli Small Cap Growth Fund

Statement of Assets and Liabilities

September 30, 2016

Assets:
Investments, at value (cost $1,777,236,994)	$	3,395,525,105
Investments in affiliates, at value (cost $22,962,484)		21,086,081
Foreign currency, at value (cost $898,786)		903,024
Cash		68,772
Receivable for Fund shares sold		2,947,437
Receivable for investments sold		2,542,938
Dividends and interest receivable		3,089,000
Prepaid expenses		58,792
Total Assets		3,426,221,149
Liabilities:
Payable for Fund shares redeemed		5,991,122
Payable for investments purchased		718,431
Payable for investment advisory fees		2,775,903
Payable for distribution fees		606,251
Payable for accounting fees		7,500
Payable for shareholder services fees		549,547
Other accrued expenses		313,605
Total Liabilities		10,962,359
Net Assets (applicable to 68,215,556 shares outstanding)	$	3,415,258,790
Net Assets Consist of:
Paid-in capital	$	1,688,408,905
Accumulated net investment loss		(817,977	)
Accumulated net realized gain on investments and foreign currency transactions		111,262,052
Net unrealized appreciation on investments		1,616,411,708
Net unrealized depreciation on foreign currency translations		(5,898	)
Net Assets	$	3,415,258,790
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,779,332,793 ÷ 35,492,950 shares outstanding; 150,000,000 shares authorized)		$50.13
Class A:
Net Asset Value and redemption price per share ($270,163,006 ÷ 5,391,330 shares outstanding; 50,000,000 shares authorized)		$50.11
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)		$53.17
Class C:
Net Asset Value and offering price per share ($227,464,135 ÷ 5,050,094 shares outstanding; 50,000,000 shares authorized)		$45.04	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($1,138,298,856 ÷ 22,281,182 shares outstanding; 50,000,000 shares authorized)		$51.09

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

Statement of Operations

For the Year Ended September 30, 2016

Investment Income:
Dividends - unaffiliated (net of foreign withholding taxes of $584,746)	$	46,498,721
Dividends - affiliated		305,131
Interest		276,080
Total Investment Income		47,079,932
Expenses:
Investment advisory fees		33,157,903
Distribution fees - Class AAA		4,397,010
Distribution fees - Class A		685,948
Distribution fees - Class C		2,237,675
Shareholder services fees		3,032,616
Shareholder communication expenses		574,125
Custodian fees		330,838
Legal and audit fees		142,124
Registration expenses		124,597
Directors’ fees		113,211
Accounting fees		45,000
Interest expense		3,479
Miscellaneous expenses		177,554
Total Expenses		45,022,080
Less:
Advisory fee reduction on unsupervised assets (See Note 3)		(9,671	)
Expenses paid indirectly by broker (See Note 6)		(20,537	)
Reimbursement for custody fees		(430,403	)
Total Credits, Reductions, and Reimbursements		(460,611	)
Net Expenses		44,561,469
Net Investment Income		2,518,463
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments - unaffiliated		135,951,848
Net realized loss on investments - affiliated		(97,871	)
Net realized gain on foreign currency transactions		58,808
Net realized gain on investments and foreign currency transactions		135,912,785
Net change in unrealized appreciation/depreciation:
on investments		298,631,344
on foreign currency translations		764
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		298,632,108
Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		434,544,893
Net Increase in Net Assets Resulting from Operations	$	437,063,356

* The Fund received a one time reimbursement of custody expenses paid in prior years.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2016			September 30, 2015
Operations:
Net investment income/(loss)		$        2,518,463			$        (2,633,265	)
Net realized gain on investments and foreign currency transactions		135,912,785			125,584,801
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		298,632,108			(159,185,970	)
Net Increase/(Decrease) in Net Assets Resulting from Operations		437,063,356			(36,234,434	)
Distributions to Shareholders:
Net realized gain
Class AAA		(66,085,582	)		(40,491,589	)
Class A		(10,407,406	)		(5,714,487	)
Class C		(9,096,124	)		(4,769,460	)
Class I		(38,921,755	)		(17,578,191	)
Total Distributions to Shareholders		(124,510,867	)		(68,553,727	)
Capital Share Transactions:
Class AAA		(171,884,032	)		(275,000,296	)
Class A		(32,204,148	)		(7,559,787	)
Class C		(12,335,617	)		7,660,328
Class I		(4,204,959	)		184,769,629
Net Decrease in Net Assets from Capital Share Transactions		(220,628,756	)		(90,130,126	)
Redemption Fees		8,589			10,209
Net Increase/(Decrease) in Net Assets		91,932,322			(194,908,078	)
Net Assets:
Beginning of year		3,323,326,468			3,518,234,546
End of year (including undistributed net investment income of $0 and $0,respectively)		$3,415,258,790			$3,323,326,468

See accompanying notes to financial statements.

16

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 Year			Net Investment Income (Loss) (a)(b)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations				Net Investment Income				Net Realized Gain on Investments				Total Distributions				Redemption Fees (b)(c)			Net Asset Value, End of Year			Total Return †			Net Assets End of Year (in 000’s)			Net   Investment   Income   (Loss) (a)			Operating     Expenses (d)			Portfolio   Turnover   Rate
Class AAA
2016		$	45.47		$	0.02			$	6.36			$	6.38				—			$	(1.72	)		$	(1.72	)		$	0.00		$	50.13		14.26	%		$	1,779,333		0.05	%		1.39	%(e)(f)		4	%
2015			46.91			(0.05	)			(0.47	)			(0.52	)			—				(0.92	)			(0.92	)			0.00			45.47		(1.25	)			1,784,050		(0.10	)		1.38	(e)		9
2014			45.82			(0.14	)			2.65				2.51				—				(1.42	)			(1.42	)			0.00			46.91		5.47				2,103,544		(0.28	)		1.38			5
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
Class A
2016		$	45.45		$	0.02			$	6.36			$	6.38				—			$	(1.72	)		$	(1.72	)		$	0.00		$	50.11		14.26	%		$	270,163		0.05	%		1.39	%(e)(f)		4	%
2015			46.89			(0.05	)			(0.47	)			(0.52	)			—				(0.92	)			(0.92	)			0.00			45.45		(1.25	)			276,603		(0.10	)		1.38	(e)		9
2014			45.80			(0.14	)			2.65				2.51				—				(1.42	)			(1.42	)			0.00			46.89		5.47				292,796		(0.28	)		1.38			5
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
Class C
2016		$	41.31		$	(0.30	)		$	5.75			$	5.45				—			$	(1.72	)		$	(1.72	)		$	0.00		$	45.04		13.41	%		$	227,464		(0.70	)%		2.14	%(e)(f)		4	%
2015			43.01			(0.38	)			(0.40	)			(0.78	)			—				(0.92	)			(0.92	)			0.00			41.31		(1.98	)			220,763		(0.85	)		2.13	(e)		9
2014			42.43			(0.46	)			2.46				2.00				—				(1.42	)			(1.42	)			0.00			43.01		4.68				222,684		(1.03	)		2.13			5
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
Class I
2016		$	46.19		$	0.13			$	6.49			$	6.62				—			$	(1.72	)		$	(1.72	)		$	0.00		$	51.09		14.56	%		$	1,138,299		0.29	%		1.14	%(e)(f)		4	%
2015			47.52			0.08				(0.49	)			(0.41	)			—				(0.92	)			(0.92	)			0.00			46.19		(1.00	)			1,041,910		0.17			1.13	(e)		9
2014			46.29			(0.01	)			2.66				2.65				—				(1.42	)			(1.42	)			0.00			47.52		5.72				899,211		(0.03	)		1.13			5
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

  † Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the 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 year ended September 30, 2012. Including such advisory fee reduction on unsupervised assets, the ratios of operating expenses to average net assets would have been 1.40% (Class AAA and Class A), 2.15% (Class C), and 1.15% (Class I), respectively. For the years ended September 30, 2016, 2015, 2014, and 2013, the effect was minimal.

(e) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2016 and 2015, there was no impact on the expense ratios.

(f) During the year ended September 30, 2016, the Fund received a one time reimbursement of custody expenses paid in prior years. Had such reimbursement (allocated by relative net asset values of the Fund’s share classes) been included in this period, the expense ratios would have been 1.38% (Class AAA and Class A), 2.13% (Class C), and 1.13% (Class I).

See accompanying notes to financial statements.

17

The Gabelli Small Cap Growth Fund

Notes to Financial Statements

1. Organization. The Gabelli Small Cap Growth Fund is a series of the Gabelli Equity Series Funds, Inc. (the “Corporation”). 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. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

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

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

18

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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.

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 Board’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, 2016 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 9/30/16
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Automotive: Parts and Accessories		$	214,537,722		$          1,276		—		$    214,538,998
Broadcasting			56,371,925		4,263,020		—		60,634,945
Business Services			188,113,854		1,098,175		—		189,212,029
Consumer Products			55,172,391		—		$          262		55,172,653
Consumer Services			43,768,502		78,175		—		43,846,677
Diversified Industrial			190,974,714		1,472,225		—		192,446,939
Educational Services			872,533		—		119		872,652
Entertainment			92,738,299		228,405		—		92,966,704
Equipment and Supplies			301,405,582		1,124,904		—		302,530,486
Financial Services			132,724,843		150,140		405		132,875,388
Food and Beverage			364,581,299		—		649,786		365,231,085
Manufactured Housing and Recreational Vehicles			12,956,698		1,202,370		—		14,159,068
Retail			208,039,149		—		826		208,039,975
Other Industries (a)			1,462,695,133		—		—		1,462,695,133
Total Common Stocks			3,324,952,644		9,618,690		651,398		3,335,222,732
Preferred Stocks (a)			4,666,970		—		—		4,666,970
Convertible Preferred Stocks (a)			—		2,458,882		—		2,458,882
Rights (a)			80,100		—		504,000		584,100
Warrants (a)			—		257,049		—		257,049
Corporate Bonds (a)			—		357,300		—		357,300
U.S. Government Obligations			—		73,064,153		—		73,064,153
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	3,329,699,714		$85,756,074		$1,155,398		$3,416,611,186

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

The Fund did not have material transfers among Level 1, Level 2, and Level 3 during the year ended September 30, 2016. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

19

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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.

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 may 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, 2016, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

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

20

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the “initial margin.” Subsequent payments (“variation margin”) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are included in unrealized appreciation/depreciation on futures contracts. The Fund recognizes a realized gain or loss when the contract is closed.

There are several risks in connection with the use of futures contracts as a hedging instrument. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. During the year ended September 30, 2016, the Fund held no investments in 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 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 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

21

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

traded securities, and accordingly the Board will monitor their liquidity. At September 30, 2016, 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.

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 the tax treatment of currency gains and losses, reclassification of REIT distributions, and basis adjustments on investments in partnerships and on investments no longer deemed passive foreign investment companies. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2016, reclassifications were made to increase accumulated net investment loss by $228,485 and increase accumulated net realized gain on investments and foreign currency transactions by $230,989, with an offsetting adjustment to paid-in capital.

The tax character of distributions paid during the years ended September 30, 2016 and 2015 was as follows:

	Year Ended		Year Ended
	September 30, 2016		September 30, 2015
Distributions paid from:
Net long term capital gains		$124,510,867		$68,553,727
Total distributions paid		$124,510,867		$68,553,727

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

22

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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, 2016, the components of accumulated earnings/losses on a tax basis were as follows:

Undistributed ordinary income	$	3,961,662
Undistributed long term capital gains		131,215,883
Net unrealized appreciation on investments		1,591,672,340
Total	$	1,726,849,885

At September 30, 2016, the temporary differences between book basis and tax basis unrealized appreciation on investments were 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.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2016:

	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments	$	1,824,932,948	$	1,733,294,068	$	(141,615,830	)	$	1,591,678,238

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, 2016, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2016, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. 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, 2016, 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 $9,671.

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

23

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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 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, 2016, other than short term securities and U.S. Government obligations, aggregated $130,862,726 and $283,134,814, respectively.

6. Transactions with Affiliates and Other Arrangements. During the year ended September 30, 2016, the Fund paid $159,767 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $102,430 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

During the year ended September 30, 2016, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $20,537.

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, 2016, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

During the year ended September 30, 2016, the Fund engaged in sale transactions with funds that have a common investment adviser. These sale transactions complied with Rule 17a-7 under the Act and amount to $417,560.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 9, 2017 and may be renewed annually, 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 bears interest at a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statement of Operations. During the year ended September 30, 2016, there were no borrowings under the line of credit.

8. Capital Stock. The Fund offers four classes of shares – Class AAA Shares, Class A Shares, Class C Shares, and Class I Shares. Class AAA and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

24

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the years ended September 30, 2016 and 2015, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

Transactions in shares of capital stock were as follows:

	Year Ended						Year Ended
	September 30, 2016						September 30, 2015
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		2,409,898		$	111,806,739			3,319,959		$	162,417,991
Shares issued upon reinvestment of distributions		1,366,459			64,729,142			809,664			39,560,198
Shares redeemed		(7,521,289	)		(348,419,913	)		(9,736,323	)		(476,978,485	)
Net decrease		(3,744,932	)	$	(171,884,032	)		(5,606,700	)	$	(275,000,296	)
Class A
Shares sold		917,514		$	42,933,050			1,117,567		$	54,900,120
Shares issued upon reinvestment of distributions		198,812			9,413,748			101,724			4,968,185
Shares redeemed		(1,811,015	)		(84,550,946	)		(1,377,817	)		(67,428,092	)
Net decrease		(694,689	)	$	(32,204,148	)		(158,526	)	$	(7,559,787	)
Class C
Shares sold		649,485		$	27,265,851			889,352		$	39,843,004
Shares issued upon reinvestment of distributions		196,038			8,396,317			96,136			4,294,403
Shares redeemed		(1,139,350	)		(47,997,785	)		(818,494	)		(36,477,079	)
Net increase/(decrease)		(293,827	)	$	(12,335,617	)		166,994		$	7,660,328
Class I
Shares sold		5,922,484		$	281,871,627			9,409,515		$	472,777,435
Shares issued upon reinvestment of distributions		720,229			34,693,416			311,616			15,434,375
Shares redeemed		(6,917,731	)		(320,770,002	)		(6,086,578	)		(303,442,181	)
Net increase/(decrease)		(275,018	)	$	(4,204,959	)		3,634,553		$	184,769,629

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, 2016 is set forth below:

																			Percent
																	Value at		Owned of
	Beginning		Shares		Shares			Ending					Realized				September 30,		Shares
	Shares		Purchased		Sold/Closed			Shares		Dividends			Loss				2016		Outstanding
Bel Fuse Inc., Cl. A		281,368		3,632		(1,000	)		284,000		$	68,084		$	(17,266	)		$  5,722,600		13.06	%
Katy Industries Inc		500,000		—		(9,000	)		491,000			—			(66,527	)		233,225		6.18	%
Sevcon Inc.		300,000		13,000		—			313,000			—			—			2,770,050		5.86	%
Sevcon Inc., 144A		—		140,000		—			140,000			—			—			1,239,000		—
Sevcon Inc., 4.000%, Ser. A		60,098		—		—			60,098			57,694			—			1,588,390		—
Sevcon Inc., expire 07/11/21		—		70,000		—			70,000			—			—			257,049		—
Strattec Security Corp.		207,000		—		—			207,000			109,710			—			7,307,100		5.65	%
Trans-Lux Corp.		404,180		70		(1,250	)		403,000			—			(14,078	)		1,098,175		23.56	%
Trans-Lux Pfd., Ser. B		—		14,747		—			14,747			69,643			—			870,492		—
Total											$	305,131		$	(97,871	)		$21,086,081

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. 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 of The Gabelli Small Cap Growth Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., including the schedule of investments, as of September 30, 2016, 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, 2016, 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, 2016, 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 the 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 23, 2016

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)	Term of Office		Number of Funds
Address1	and Length of		in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2		Overseen by Director		During Past Five Years	Held by Director4
INTERESTED DIRECTORS3:
Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 74		Since 1991		30	Chairman, Chief Executive Officer, and 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Chief Executive Officer and Chairman of the Board of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); 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: 72		Since 1991		10	Senior Vice President of G.research, LLC	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 80		Since 1991		36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 72		Since 1991		17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of LGL Group, Inc. (diversified manufacturing) (2011-2014)
Robert J. Morrissey Director Age: 77		Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board, Belmont Savings Bank
Kuni Nakamura Director Age: 48		Since 2009		19	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—
Anthony R. Pustorino Director Age: 91		Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)
Anthonie C. van Ekris Director Age: 82		Since 1991		22	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/ export company)	—
Salvatore J. Zizza Director Age: 70		Since 2001		30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); 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)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President Age: 64	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Director of Teton Advisors, Inc., 1998-2012; Chairman of Teton Advisors, Inc., 2008-2010; President of Teton Advisors, Inc., 1998-2008
Andrea R. Mango Secretary Age: 44	Since 2013	Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of all closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013; Vice President and Counsel of Deutsche Bank, 2006-2011
Agnes Mullady Treasurer Age: 58	Since 2006	President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2010; Chief Executive Officer of G.distributors, LLC since 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 within the Gabelli/GAMCO Fund Complex
Richard J. Walz Chief Compliance Officer Age: 57	Since 2013	Chief Compliance Officer of all of the registered investment companies within the Gabelli/ GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013; Chief Compliance Officer of Cutwater Asset Management, 2004- 2011

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.

2016 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2016, the Fund paid to shareholders long term capital gains totaling $124,510,867, 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.

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 and GAMCO Asset Management Inc., which are affiliated with GAMCO Investors, Inc. that is a publicly held company with subsidiaries and affiliates that provide investment advisory 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, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Chief Executive Officer and Chairman of the Board of Directors of Associated Capital Group, 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.

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. 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. Chairman and Chief Executive Officer, Associated Capital Group, 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, LLC   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   Andrea R. Mango Secretary   Agnes Mullady Treasurer   Richard J. Walz Chief Compliance Officer   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.

GAB443Q316AR

The Gabelli Focus Five Fund

Annual Report — September 30, 2016

To Our Shareholders,

For the year ended September 30, 2016, the net asset value (“NAV”) per Class I Share of The Gabelli Focus Five Fund increased 14.5% compared with the Fund’s benchmark, the Blended Index, which increased 13.3%. The Blended Index consists of 50% of the Russell 2500 Index, 25% of the Russell 1000 Index, and 25% of the MSCI AC World Ex-U.S. Index. See page 2 for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2016.

Performance Discussion (Unaudited)

The Focus Five Fund seeks to provide a high level of capital appreciation. Under normal circumstances, the Fund will invest in a concentrated portfolio of twenty-five to thirty-five equity securities. The Fund could potentially invest up to 50% of its net assets in five securities that represent the largest, and thus the highest conviction, positions.

Some of the better performing investments during the fiscal year were BioScrip Inc. (10.8% of net assets as of September 30, 2016), Inventure Foods Inc. (2.1%), and Take-Two Interactive Software Inc. (2.1%). BioScrip is the third largest provider of home infusion services in the United States. On June 13, 2016, BioScrip announced a transforming transaction with privately held Home Solutions, adding a new CEO and a high margin infusion business that should result in significant cost savings. Inventure is a manufacturer of healthy/natural snacks and frozen products. Take-Two, a global leader in the development, design, marketing, and publication of interactive entertainment software and accessories also performed well. Take-Two continues to benefit from the popularity of interactive entertainment.

Investments that detracted from performance during the year included Alere Inc. (6.6%), Internap Corp. (1.4%), and Jason Industries Inc. (no longer held as of September 30, 2016). Alere develops, manufactures, and sells professional and consumer diagnostic products, including point of care and lab based testing for a range of cardio metabolic, infectious disease, toxicology, and oncology concerns. Abbott Laboratories is in process of acquiring Alere for $6 billion, although the transaction has taken longer than investors expected. We continue to expect the $56 per share deal to close in early 2017.

We appreciate your confidence and trust.

Comparative Results

Average Annual Returns through September 30, 2016 (a)(b) (Unaudited)

										Since			Since
										January 1,			Inception
	1 Year			5 Year			10 Year			2012(c)			(12/31/02)
Class AAA (GWSVX)		14.17	%		13.94	%		6.62	%		10.92	%		8.13	%
Russell 2500 Index		14.44			16.30			7.95			13.92	(d)		11.14
Russell 1000 Index		14.93			16.41			7.40			14.61			9.28
MSCI AC World Ex-U.S. Index		9.80			6.52			2.63			6.05			8.26
Blended Index		13.30			13.70			6.46			12.04			9.94
Class A (GWSAX)		14.19			13.95			6.65			10.94			8.15
With sales charge (e)		7.63			12.61			6.00			9.56			7.67
Class C (GWSCX)		13.35			13.10			5.84			10.11			7.36
With contingent deferred sales charge (f)		12.35			13.10			5.84			10.11			7.36
Class I (GWSIX)		14.51			14.24			6.86			11.22			8.31

In the current prospectuses dated January 28, 2016, the expense ratios for Class AAA, A, C, and I Shares are 1.37%, 1.37%, 2.12%, and 1.12%, respectively. See page 10 for the expense ratios for the year ended September 30, 2016. 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. 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 prospectuses contain 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 Russell 2500 Index is a market capitalization weighted index of 2,500 U.S. traded stocks of small and mid capitalization stocks. The Russell 1000 Index is a market capitalization weighted index of 1,000 U.S. traded large capitalization stocks. The Morgan Stanley Capital International All Country World Index excluding the U.S. (MSCI ACWI Ex-U.S.) is a market capitalization weighted index of small, mid, and large capitalization stocks across developed and emerging markets, excluding U.S. stocks. The Blended Index consists of a 50% Russell 2500 Index, 25% Russell 1000 Index, and 25% MSCI ACWI Ex-U.S. Index. 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 began operating under its current name.

(d) Russell 2500 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.

2

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

THE GABELLI FOCUS FIVE FUND CLASS AAA, THE BLENDED INDEX, AND THE RUSSELL 2500 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.

3

The Gabelli Focus Five Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2016 through September 30, 2016 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, 2016.

	Beginning	Ending	Annualized		Expenses
	Account Value	Account Value	Expense		Paid During
	04/01/16	09/30/16	Ratio		Period*
The Gabelli Focus Five Fund
Actual Fund Return
Class AAA	$1,000.00	$1,083.90		1.38%		$  7.19
Class A	$1,000.00	$1,083.80		1.38%		$  7.19
Class C	$1,000.00	$1,079.70		2.13%		$11.07
Class I	$1,000.00	$1,084.90		1.13%		$  5.89
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.10		1.38%		$  6.96
Class A	$1,000.00	$1,018.10		1.38%		$  6.96
Class C	$1,000.00	$1,014.35		2.13%		$10.73
Class I	$1,000.00	$1,019.35		1.13%		$  5.70

* 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 366.

4

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2016:

The Gabelli Focus Five Fund

Cable and Satellite	14.2	%
Health Care Equipment and Services	10.8	%
Specialty Chemicals	9.2	%
Retail	9.0	%
Food and Beverage	7.9	%
Health Care Equipment and Supplies	6.6	%
Computer Software and Services	5.6	%
Pharmaceuticals	5.1	%
Hotels and Gaming	4.9	%
Consumer Products	4.3	%

U.S. Government Obligations	4.0	%
Financial Services	3.5	%
Energy and Utilities	3.3	%
Telecommunications	3.1	%
Semiconductors	2.2	%
Building and Construction	2.2	%
Entertainment	2.1	%
Biotechnology	1.2	%
Equipment and Supplies	0.5	%
Other Assets and Liabilities (Net)	0.3	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. 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.

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 Investors, Inc. Mr. Miller joined the Firm in 2002 and graduated magna cum laude with a degree in finance from the University of Miami in Coral Gables, Florida.

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.

5

The Gabelli Focus Five Fund

Schedule of Investments — September 30, 2016

Shares			Cost		Market Value
		COMMON STOCKS — 95.7%
		Biotechnology — 1.2%
	30,000	BioMarin Pharmaceutical Inc.†	$	2,463,965	$	2,775,600
		Building and Construction — 2.2%
	294,570	Taylor Morrison Home Corp., Cl. A†		3,918,704		5,184,432
		Cable and Satellite — 14.2%
	395,000	EchoStar Corp., Cl. A†		16,389,112		17,312,850
	500,000	Liberty Global plc, Cl. C†		14,354,783		16,520,000
				30,743,895		33,832,850
		Computer Software and Services — 5.6%
	10,000	Alphabet Inc., Cl. C†		5,997,583		7,772,900
	65,000	Fortinet Inc.†		1,936,983		2,400,450
	2,008,833	Internap Corp.†		9,870,003		3,314,574
				17,804,569		13,487,924
		Consumer Products — 4.3%
	129,795	Edgewell Personal Care Co.†		10,319,639		10,321,298
		Energy and Utilities — 3.3%
	250,000	Canadian Solar Inc.†		3,599,930		3,435,000
	800,000	Weatherford International plc†		4,348,337		4,496,000
				7,948,267		7,931,000
		Entertainment — 2.1%
	112,774	Take-Two Interactive Software Inc.†		1,993,805		5,083,852
		Equipment and Supplies — 0.5%
	15,000	Graco Inc.		1,108,008		1,110,000
		Financial Services — 3.5%
	140,000	Blackhawk Network Holdings Inc.†		4,401,629		4,223,800
	65,000	Interactive Brokers Group Inc., Cl. A		2,231,006		2,292,550
	448,261	Och-Ziff Capital Management Group LLC, Cl. A		1,805,026		1,945,453
				8,437,661		8,461,803
		Food and Beverage — 7.9%
	545,000	Inventure Foods Inc.†		3,175,872		5,123,000
	380,000	Maple Leaf Foods Inc.		6,428,973		8,721,217
	50,000	Post Holdings Inc.†		1,664,675		3,858,500
	32,500	United Natural Foods Inc.†		993,762		1,301,300
				12,263,282		19,004,017
		Health Care Equipment and Services — 10.8%
	8,956,023	BioScrip Inc.†(a)		34,285,284		25,882,906
		Health Care Equipment and Supplies — 6.6%
	365,000	Alere Inc.†		13,678,331		15,782,600

Shares			Cost		Market Value
		Hotels and Gaming — 4.9%
	450,162	MGM Resorts International†	$	8,594,225	$	11,717,717
		Pharmaceuticals — 5.1%
	275,000	Akorn Inc.†		6,544,425		7,496,500
	20,000	Allergan plc†		4,495,154		4,606,200
				11,039,579		12,102,700
		Retail — 9.0%
	20,000	Advance Auto Parts Inc.		3,030,284		2,982,400
	512,900	Ascena Retail Group Inc.†		3,274,516		2,867,111
	261,669	CST Brands Inc.		9,287,049		12,583,662
	75,000	Hertz Global Holdings Inc.†		2,848,065		3,012,000
				18,439,914		21,445,173
		Semiconductors — 2.2%
	225,000	Integrated Device Technology Inc.†		4,426,430		5,197,500
		Specialty Chemicals — 9.2%
	510,000	Chemtura Corp.†		10,930,902		16,733,100
	145,000	Methanex Corp.		5,238,196		5,173,600
				16,169,098		21,906,700
		Telecommunications — 3.1%
	665,300	Gogo Inc.†		6,479,893		7,344,912
		TOTAL COMMON STOCKS		210,114,549		228,572,984
Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 4.0%
	$ 9,417,000	U.S. Treasury Bills, 0.265% to 0.451%††, 10/20/16 to 03/16/17(b)		9,409,939		9,411,138
		TOTAL INVESTMENTS — 99.7%	$	219,524,488		237,984,122
		CALL OPTIONS WRITTEN (Premiums received $39,959)				(33,750	)
		Other Assets and Liabilities (Net) — 0.3%				805,224
		NET ASSETS — 100.0%			$	238,755,596

See accompanying notes to financial statements.

6

The Gabelli Focus Five Fund

Schedule of Investments (Continued) — September 30, 2016

Number of Contracts			Expiration     Date/     Exercise     Price		Market Value
		OPTION CONTRACTS WRITTEN (c) — (0.0)%
		Call Options Written — (0.0)%
	500	Inventure Foods Inc.		Jan. 17/10	$	33,750

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

(b) At September 30, 2016, $700,000 of the principal amount was pledged as collateral for options written.

(c) At September 30, 2016, 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.

7

The Gabelli Focus Five Fund

Statement of Assets and Liabilities

September 30, 2016

Assets:
Investments, at value (cost $185,239,204)	$	212,101,216
Investments in affiliates, at value (cost $34,285,284)		25,882,906
Cash		8,955
Deposit at brokers		39,954
Receivable for investments sold		1,833,027
Receivable for Fund shares sold		1,520,994
Dividends receivable		1,200
Prepaid expenses		26,116
Total Assets		241,414,368
Liabilities:
Call options written (premiums received $39,959)		33,750
Payable for investments purchased		1,900,971
Payable for Fund shares redeemed		371,341
Payable for investment advisory fees		193,959
Payable for distribution fees		62,333
Payable for accounting fees		7,500
Other accrued expenses		88,918
Total Liabilities		2,658,772
Net Assets (applicable to 17,779,761 shares outstanding)	$	238,755,596
Net Assets Consist of:
Paid-in capital	$	225,963,888
Accumulated net investment loss		(2,157,812	)
Accumulated net realized loss on investments, written options, and foreign currency transactions		(3,516,323	)
Net unrealized appreciation on investments		18,459,634
Net unrealized appreciation on written options		6,209
Net Assets	$	238,755,596

Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($33,695,034 ÷ 2,459,074 shares outstanding; 100,000,000 shares authorized)	$	13.70
Class A:
Net Asset Value and redemption price per share ($43,775,042 ÷ 3,162,779 shares outstanding; 50,000,000 shares authorized)	$	13.84
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	14.68
Class C:
Net Asset Value and offering price per share ($57,796,238 ÷ 4,791,645 shares outstanding; 50,000,000 shares authorized)	$	12.06	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($103,489,282 ÷ 7,366,263 shares outstanding; 50,000,000 shares authorized)	$	14.05

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

Statement of Operations

For the Year Ended September 30, 2016

Investment Income:
Dividends - unaffiliated (net of foreign withholding taxes of $56,394)	$	809,083
Interest		16,766
Other income*		30,624
Total Investment Income		856,473
Expenses:
Investment advisory fees.		2,656,396
Distribution fees - Class AAA		85,757
Distribution fees - Class A		119,508
Distribution fees - Class C		618,624
Shareholder services fees		196,680
Registration expenses		74,123
Shareholder communications expenses		50,280
Accounting fees		45,000
Legal and audit fees		27,320
Custodian fees		24,766
Directors’ fees		9,924
Interest expense		6,780
Miscellaneous expenses		30,933
Total Expenses		3,946,091
Less:
Expenses paid indirectly by broker (See Note 6)		(4,291	)
Net Expenses		3,941,800
Net Investment Loss		(3,085,327	)
Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency:
Net realized gain on investments - unaffiliated		16,798,340
Net realized loss on investments - affiliated		(17,368,584	)
Net realized loss on foreign currency transactions		(1,040	)
Net realized loss on investments and foreign currency transactions		(571,284	)
Net change in unrealized appreciation/depreciation:
on investments		37,899,722
on written options		6,209
Net change in unrealized appreciation/depreciation on investments and written options		37,905,931
Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency		37,334,647
Net Increase in Net Assets Resulting from Operations	$	34,249,320

* The Fund received a one time reimbursement of custody expenses paid in prior years.

See accompanying notes to financial statements.

8

The Gabelli Focus Five Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2016				Year Ended   September 30, 2015
Operations:
Net investment loss		$	(3,085,327	)		$	(4,119,153	)
Net realized loss on investments, written options, and foreign currency transactions			(571,284	)			(2,024,195	)
Net change in unrealized appreciation/depreciation on investments, written options, and foreign currency translations			37,905,931				(51,737,361	)
Net Increase/(Decrease) in Net Assets Resulting from Operations			34,249,320				(57,880,709	)
Distributions to Shareholders:
Net realized gain
Class AAA			—				(4,590,959	)
Class A			—				(8,748,506	)
Class C			—				(8,227,387	)
Class I			—				(24,833,402	)
Total Distributions to Shareholders			—				(46,400,254	)
Capital Share Transactions:
Class AAA			(9,685,248	)			(7,220,254	)
Class A			(20,369,724	)			(28,863,265	)
Class C			(19,956,810	)			3,625,597
Class I			(87,459,731	)			(90,452,273	)
Net Decrease in Net Assets from Capital Share Transactions			(137,471,513	)			(122,910,195	)
Redemption Fees			2,568				4,497
Net Decrease in Net Assets			(103,219,625	)			(227,186,661	)
Net Assets:
Beginning of year			341,975,221				569,161,882
End of year (including undistributed net investment income of $0 and $0, respectively)		$	238,755,596			$	341,975,221

See accompanying notes to financial statements.

9

The Gabelli Focus Five Fund

Financial Highlights

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

			Income (Loss)																						Ratios to Average Net Assets/
			from Investment Operations									Distributions													Supplemental Data
Year Ended  September        30	Net Asset Value, Beginning of Year		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 Year		Total Return †			Net Assets End of Year (in 000’s)		Net Investment Loss (a)			Expenses Net of Waivers/ Reimburse- ments			Expenses Before Waivers/ Reimburse- ments			Portfolio Turnover Rate
Class AAA
2016		$12.00		$(0.14	)		$1.84			$1.70			—			—			$0.00		$13.70		14.17	%		$  33,695		(1.11	)%		1.42	%		1.42	%(d)		60	%
2015		15.22		(0.12	)		(1.81	)		(1.93	)		$(1.29	)		$(1.29	)		0.00		12.00		(14.11	)		38,960		(0.83	)		1.37			1.37	(d)		73
2014		13.72		(0.09	)		1.75			1.66			(0.16	)		(0.16	)		0.00		15.22		12.15			57,565		(0.58	)		1.38			1.38			94
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
Class A
2016		$12.12		$(0.14	)		$1.86			$1.72			—			—			$0.00		$13.84		14.19	%		$  43,775		(1.10	)%		1.42	%		1.42	%(d)		60	%
2015		15.36		(0.12	)		(1.83	)		(1.95	)		$(1.29	)		$(1.29	)		0.00		12.12		(14.11	)		57,987		(0.83	)		1.37			1.37	(d)		73
2014		13.85		(0.09	)		1.76			1.67			(0.16	)		(0.16	)		0.00		15.36		12.11			105,369		(0.59	)		1.38			1.38			94
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
Class C
2016		$10.64		$(0.21	)		$1.63			$1.42			—			—			$0.00		$12.06		13.35	%		$  57,796		(1.85	)%		2.17	%		2.17	%(d)		60	%
2015		13.73		(0.20	)		(1.60	)		(1.80	)		$(1.29	)		$(1.29	)		0.00		10.64		(14.74	)		70,274		(1.58	)		2.12			2.12	(d)		73
2014		12.49		(0.18	)		1.58			1.40			(0.16	)		(0.16	)		0.00		13.73		11.25			87,443		(1.31	)		2.13			2.13			94
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
Class I
2016		$12.27		$(0.11	)		$1.89			$1.78			—			—			$0.00		$14.05		14.51	%		$103,490		(0.85	)%		1.17	%		1.17	%(d)		60	%
2015		15.50		(0.09	)		(1.85	)		(1.94	)		$(1.29	)		$(1.29	)		0.00		12.27		(13.90	)		174,754		(0.58	)		1.12			1.12	(d)		73
2014		13.94		(0.05	)		1.77			1.72			(0.16	)		(0.16	)		0.00		15.50		12.39			318,785		(0.30	)		1.13			1.13			94
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

†	Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the 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 received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2016 and 2015, there was no impact to the expense ratios.
(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 and Class A), 2.23% (Class C), and 1.23% (Class I).
(f)	During the year ended September 30, 2012, 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.

10

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. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

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

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

11

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 Board’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 and other financial instruments by inputs used to value the Fund’s investments as of September 30, 2016 is as follows:

	Valuation Inputs
	Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs				Total Market Value at 9/30/16
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks (a)		$	228,572,984			—			$	228,572,984
U.S. Government Obligations			—		$	9,411,138				9,411,138
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	228,572,984		$	9,411,138			$	237,984,122
INVESTMENTS IN SECURITIES:
LIABILITIES (Market Value):
EQUITY CONTRACTS:
Call Options Written			—		$	(33,750	)		$	(33,750	)
TOTAL INVESTMENTS IN SECURITIES - LIABILITIES			—		$	(33,750	)		$	(33,750	)

(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, 2016. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

There were no Level 3 investments held at September 30, 2016 or 2015.

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.

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

12

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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. 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 may 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.

Collateral requirements differ by type of derivative. Collateral requirements are set by the broker or exchange clearing house for exchange traded derivatives, while collateral terms are contract specific for derivatives traded over-the-counter. Securities pledged to cover obligations of the Fund under derivative contracts are noted in the Schedule of Investments. Cash collateral, if any, pledged for the same purpose will be reported, separately as Deposit at brokers, in the Statement of Assets and Liabilities.

The Fund’s derivative contracts held at September 30, 2016, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

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 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.

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

13

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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.

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. 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, 2016, are reflected in the schedule of investments.

The Fund’s volume of activity in equity options contracts while outstanding during the year ended September 30, 2016 had an average monthly market value of approximately $48,457. Please refer to Note 5 for option activity during the year ended September 30, 2016.

At September 30, 2016, the Fund’s derivative liabilities (by type) are as follows:

	Gross Amounts of   Recognized Liabilities   Presented in the Statement of Assets and Liabilities		Gross Amounts Available for Offset in the Statement of Assets and Liabilities		Net Amounts of   Liabilities Presented in   the Statement of Assets and Liabilities
Liabilities
Equity Written Options		$33,750		—		$33,750

The following table presents the Fund’s derivative liabilities by counterparty net of the related collateral segregated by the Fund as of Date:

			Gross Amounts Not Offset in the Statement of Assets and Liabilities
	Net Amounts of Liabilities Presented in   the Statement of Assets   and Liabilities		Financial Instruments		Cash Collateral Pledged		Net Amount
Counterparty
Pershing LLC		$33,750		$33,750		—		—

As of September 30, 2016, the value of equity option positions can be found in the Statement of Assets and Liabilities, under Liabilities, Call options written. For the year ended September 30, 2016, the effect of equity option positions if any, can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Written Options, and Foreign Currency, within Net change in unrealized appreciation on written options.

14

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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 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

15

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

by the Fund. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to current year write-off of net operating loss. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2016, reclassifications were made to decrease accumulated net investment loss by $3,997,379 and decrease accumulated net realized loss on investments, written options, and foreign currency transactions by $1,040, with an offsetting adjustment to paid-in capital.

The tax character of distributions paid during the year ended September 30, 2015 was as follows:

	Year Ended September 30, 2015
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$	31,010,091
Net long term capital gains			15,390,163
Total distributions paid		$	46,400,254

No distributions were paid during the year ended September 30, 2016.

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, 2016, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(1,624,137	)
Net unrealized appreciation on investments and written options		16,573,686
Qualified late year loss deferral*		(2,157,841	)
Total	$	12,791,708

* Under the current law, qualified late year losses realized after October 31 and prior to the Fund’s year end may be elected as occurring on the first day of the following year. For the year ended September 30, 2016, the Fund elected to defer $2,157,812, and $29 of late year ordinary losses and long term capital losses, respectively.

At September 30, 2016, the Fund had short term capital loss carryforwards with no expiration of $1,624,137. The Fund is permitted to carry capital losses forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.

At September 30, 2016, the temporary differences between book basis and tax basis unrealized appreciation on investments were due to deferral of losses from wash sales for tax purposes.

16

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The following summarizes the tax cost of investments and the related net unrealized depreciation at September 30, 2016:

	Cost/ Premiums				Gross Unrealized Appreciation			Gross Unrealized Depreciation				Net Unrealized Appreciation
Investments		$	221,416,644			$	35,216,843		$	(18,649,365	)		$	16,567,478
Written options			(39,959	)			6,209			—				6,209
						$	35,223,052		$	(18,649,365	)		$	16,573,687

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, 2016, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2016, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. 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 $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 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, 2016, other than short term securities and U.S. Government obligations, aggregated $157,828,849 and $305,176,041 respectively.

17

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

Written options activity for the Fund for the year ended September 30, 2016 was as follows:

	Number of Contracts			Premiums
Options outstanding at September 30, 2015		—				—
Options written		850			$	90,525
Options exercised		(350	)			(50,566	)
Options outstanding at September 30, 2016		500			$	39,959

6. Transactions with Affiliates and Other Arrangements. During the year ended September 30, 2016, the Fund paid $1,500 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $31,377 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

During the year ended September 30, 2016, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $4,291.

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, 2016, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

During the year ended September 30, 2016, the Fund engaged in purchase and sale transactions with funds that have a common investment adviser. These purchase and sale transactions complied with Rule 17a-7 under the Act and amount to $499,500 and $4,158,400, respectively.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 9, 2017 and may be renewed annually, 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 bears interest at a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statement of Operations. At September 30, 2016, there were no borrowings under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2016 was $458,103 with a weighted average interest rate of 1.03%. The maximum amount borrowed at any time during the year ended September 30, 2016 was $23,374,000.

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and 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, 2016 and 2015, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

18

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:

	Year Ended September 30, 2016						Year Ended September 30, 2015
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		325,047		$	3,981,673			613,887		$	8,810,559
Shares issued upon reinvestment of distributions		—			—			305,052			4,411,053
Shares redeemed		(1,113,757	)		(13,666,921	)		(1,454,097	)		(20,441,866	)
Net decrease		(788,710	)	$	(9,685,248	)		(535,158	)	$	(7,220,254	)
Class A
Shares sold		545,886		$	6,946,569			1,269,743		$	18,577,441
Shares issued upon reinvestment of distributions		—			—			530,683			7,747,971
Shares redeemed		(2,168,667	)		(27,316,293	)		(3,875,110	)		(55,188,677	)
Net decrease		(1,622,781	)	$	(20,369,724	)		(2,074,684	)	$	(28,863,265	)
Class C
Shares sold		745,654		$	8,293,234			1,737,215		$	22,450,442
Shares issued upon reinvestment of distributions		—			—			512,106			6,606,165
Shares redeemed		(2,559,094	)		(28,250,044	)		(2,012,006	)		(25,431,010	)
Net increase/(decrease)		(1,813,440	)	$	(19,956,810	)		237,315		$	3,625,597
Class I
Shares sold		1,608,302		$	20,528,256			3,482,601		$	51,033,834
Shares issued upon reinvestment of distributions		—			—			1,336,689			19,716,160
Shares redeemed		(8,485,808	)		(107,987,987	)		(11,144,226	)		(161,202,267	)
Net decrease		(6,877,506	)	$	(87,459,731	)		(6,324,936	)	$	(90,452,273	)

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund’s transactions in the securities of these issuers during the year ended September 30, 2016 is set forth below:

	Beginning Shares		Shares Purchased		Shares Sold			Ending Shares		Dividend Income		Realized Loss				Value at September 30, 2016			Percent   Owned of   Shares   Outstanding
Bioscrip Inc.		7,639,940		3,160,060		(1,843,977	)		8,956,023		—		$	(7,497,732	)		$	25,882,906		7.86	%
Jason Industries Inc.*		1,595,212		117,515		(1,712,727	)		—		—			(9,870,852	)			—		—
											—		$	(17,368,584	)		$	25,882,906

* Security is no longer considered affiliated at 09/30/16.

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. 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.

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 of The Gabelli Focus Five Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., including the schedule of investments, as of September 30, 2016, 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, 2016, 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, 2016, 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 the 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 23, 2016

20

The Gabelli Focus Five 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 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: 74	Since 1991	30	Chairman, Chief Executive Officer, and 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Chief Executive Officer and Chairman of the Board of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); 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 Gabelli Director Age: 72	Since 1991	10	Senior Vice President of G.research, LLC	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 80	Since 1991	36	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 72	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of LGL Group, Inc. (diversified manufacturing) (2011-2014)
Robert J. Morrissey Director Age: 77	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board, Belmont Savings Bank
Kuni Nakamura Director Age: 48	Since 2009	19	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—
Anthony R. Pustorino Director Age: 91	Since 1991	13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)
Anthonie C. van Ekris Director Age: 82	Since 1991	22	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/export company)	—
Salvatore J. Zizza Director Age: 70	Since 2001	30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012)

21

The Gabelli Focus Five Fund

Additional Fund Information (Unaudited) (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 Age: 64	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Director of Teton Advisors, Inc., 1998-2012; Chairman of Teton Advisors, Inc., 2008-2010; President of Teton Advisors, Inc., 1998-2008
Andrea R. Mango Secretary Age: 44	Since 2013	Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of all closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013; Vice President and Counsel of Deutsche Bank, 2006-2011
Agnes Mullady Treasurer Age: 58	Since 2006	President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2010; Chief Executive Officer of G.distributors, LLC since 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 within the Gabelli/GAMCO Fund Complex
Richard J. Walz Chief Compliance Officer Age: 57	Since 2013	Chief Compliance Officer of all of the registered investment companies within the Gabelli/ GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013; Chief Compliance Officer of Cutwater Asset Management, 2004-2011

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.

22

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 and GAMCO Asset Management Inc., which are affiliated with GAMCO Investors, Inc. that is a publicly held company with subsidiaries and affiliates that provide investment advisory 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.

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. Chairman and Chief Executive Officer, Associated Capital Group, 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, LLC   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   Andrea R. Mango Secretary   Agnes Mullady Treasurer   Richard J. Walz Chief Compliance Officer   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.

GAB840Q316AR

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 $84,900 in 2015 and $90,800 in 2016.

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 2015 and $0 in 2016.

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 $10,800 in 2015 and $11,100 in 2016. 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 $34,038 in 2015 and $31,621 in 2016. The fees relate to Passive Foreign Investment Company identification database subscription fees billed on an annual basis.

(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) 100%

(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 $44,838 in 2015 and $42,721 in 2016.

(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     12/02/2016                                                                                                                       

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     12/02/2016                                                                                                                      

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

Agnes Mullady, Principal Financial Officer and Treasurer  

Date     12/02/2016                                                                                                                      

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