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 811-04494
                                                    ----------
                             The Gabelli Asset Fund
          ------------------------------------------------------------
               (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: December 31
                                              ------------
                  Date of reporting period: December 31, 2004
                                           ------------------


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. ss. 3507.



ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.
                                                                [PHOTO OMITTED]


THE
GABELLI
ASSET
FUND




                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 2004



                             THE GABELLI ASSET FUND
                                  ANNUAL REPORT
                                DECEMBER 31, 2004

TO OUR SHAREHOLDERS:

      The Sarbanes-Oxley Act requires a Fund's principal executive and financial
officers  to  certify  the  entire   contents  of  the  semi-annual  and  annual
shareholder  reports in a filing with the Securities and Exchange  Commission on
Form N-CSR. This certification  would cover the portfolio  manager's  commentary
and  subjective  opinions  if they are  attached  to or a part of the  financial
statements. Many of these comments and opinions would be difficult or impossible
to certify.

      Because we do not want our portfolio  managers to eliminate their opinions
and/or  restrict their  commentary to historical  facts, we have separated their
commentary from the financial  statements and investment portfolio and have sent
it to  you  separately.  Both  the  commentary  and  the  financial  statements,
including  the  portfolio  of  investments,  will be available on our website at
www.gabelli.com/funds.

      Enclosed are the audited financial statements and the investment portfolio
as of  December  31,  2004 with a  description  of  factors  that  affected  the
performance during the past year.

PERFORMANCE DISCUSSION

      Through most of the first ten months of 2004, it appeared equity investors
wouldn't be  experiencing  a very merry  Christmas.  Then a strong,  broad based
market rally that began in late October and extended through the end of the year
put everyone in a festive  mood. We are pleased to report that for the full year
2004, the Gabelli Asset Fund returned 16.5% compared to the Dow Jones Industrial
Average's 5.4% gain and the S&P 500's 10.87% advance.  In this context,  we note
that the Gabelli Asset Fund outpaced the broad  benchmarks  for the one,  three,
five, ten and fifteen year and since inception periods.

      As noted  above,  equity  investors  spent most of the first ten months of
2004  finding  things to worry about.  Early in the year it was the economy,  as
anemic job growth caused investors to question the strength and endurance of the
recovery.  As we headed into the spring it was interest  rates,  as surprisingly
strong March employment data convinced  investors the Federal Reserve would soon
begin tightening.  From July through October, it was back to the economy,  which
stalled  suddenly  in the summer  and  remained  soft  through  the early  fall.
Throughout  this period,  rapidly rising oil prices and  uncertainty  created by
what appeared to be a "too close to call" presidential  election also undermined
investor confidence.

      Late in  October,  the market  started  to  improve.  Oil prices  declined
significantly  and the economy  regained  momentum.  The  conclusive  Republican
victory eliminated  uncertainty regarding government policies on certain issues.
Investors focused on the positives -- a sturdy economy and respectable corporate
earnings  growth -- and stocks took off.  Through the end of October,  2004, the
Dow Jones  Industrials  ("DJIA") and NASDAQ Composite were down -2.4% and -1.42%
respectively  and the S&P 500 was up  3.06%.  At the end of  2004,  the DJIA had
gained 5.4%,  the NASDAQ  Composite  was up 8.59%,  and the S&P 500 had advanced
10.87% for the year.

      As evidenced by the Asset Fund's solid  performance,  our research driven,
value oriented  investment  discipline was productive.  Approximately 70% of our
portfolio  holdings posted positive returns,  with more than half gaining 10% or
more. In general,  our investments in the hotel/gaming,  housing,  and utilities
industries performed very well. In addition, eleven portfolio companies were the
subject of merger and acquisition  activity (completed deals, pending deals, and
companies  putting  themselves  up for sale) or major  restructurings.  So, deal
activity had a direct impact on portfolio  performance and helped surface values
in other portfolio  holdings in the same industry groups as well. The lackluster
performance of  advertising  supported  media stocks,  a sector in which we have
substantial commitments, prevented the Fund from achieving even better returns.

      Stock specific,  Homebuilders  Southern Energy Homes,  Nobility Homes, and
Cavalier  Homes  finished  near the top of our  portfolio  rankings  this  year.
Gaming/hospitality  companies  MGM  Mirage,  Starwood  Hotels and  Resorts,  and
Mandalay  Resort Group were also  stellar  performers.  Real estate  development
company St. Joe (the  largest  private  landholder  in  Florida)  and auto parts
manufacturer Tenneco Automotive made substantial


          COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE
                     GABELLI ASSET FUND, THE CONSUMER PRICE
                       INDEX + 10% AND THE S&P 500 INDEX

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS:

               Gabelli Asset Fund     S&P 500     Consumer Price
                  (Class AAA)          Index       Index + 10%
               ------------------    --------     --------------
3/3/86               $10,000         $10,000         $10,000
12/31/86              11,280          10,980          11,160
12/31/87              13,111          11,556          12,678
12/31/88              17,189          13,470          14,503
12/31/89              21,691          17,731          16,621
12/31/90              20,611          17,179          19,297
12/31/91              24,350          22,402          21,825
12/31/92              27,976          24,107          24,640
12/31/93              34,086          26,532          27,769
12/31/94              34,035          26,879          31,296
12/31/95              42,523          36,967          35,208
12/31/96              48,204          45,451          39,891
12/31/97              66,555          60,609          44,558
12/31/98              77,157          77,943          49,727
12/31/99              99,139          94,335          56,042
12/31/00              96,790          85,751          63,552
12/31/01              96,945          75,563          70,924
12/31/02              83,111          58,871          79,718
12/31/03             108,518          75,750          89,205
12/31/04             126,382          83,984         101,069

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RESULTS. The performance tables and
graph do not reflect the deduction of taxes that  shareholder  would pay on fund
distributions or the redemption of fund shares.

COMPARATIVE RESULTS
- --------------------------------------------------------------------------------
              AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 2004 (a)
              ----------------------------------------------------


                                                                                                     Since
                                                                                                   Inception
                                      Quarter       1 Year      3 Year       5 Year     10 Year    (3/3/86)
- -----------------------------------------------------------------------------------------------------------
                                                                                  
  GABELLI ASSET FUND CLASS AAA ....   12.88%        16.50%      9.25%       4.98%       14.02%      14.41%
  S&P 500 Index ...................    9.23         10.87       3.58       (2.30)       12.07       11.97
  Dow Jones Industrial Average ....    7.62          5.40       4.73        0.70        13.13       13.23
  Nasdaq Composite Index ..........   14.69          8.59       3.71      (11.77)       11.21       10.03
  Class A .........................   12.91         16.49       9.25        4.98        14.02       14.41
                                       6.43(b)       9.80(b)    7.12(b)     3.75(b)     13.35(b)    14.04(b)
  Class B .........................   12.76         15.63       8.98        4.83        13.94       14.37
                                       7.76(c)      10.63(c)    8.13(c)     4.49(c)     13.94(c)    14.37(c)
  Class C .........................   12.67         15.62       8.98        4.82        13.94       14.36
                                      11.67(c)      14.62(c)    8.98(c)     4.82(c)     13.94(c)    14.36(c)
<FN>
(a) RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS.  TOTAL RETURNS AND AVERAGE ANNUAL
    RETURNS REFLECT CHANGES IN SHARE PRICES AND REINVESTMENT OF DIVIDENDS AND ARE NET OF EXPENSES. INVESTMENT
    RETURNS AND THE PRINCIPAL VALUE OF AN INVESTMENT WILL  FLUCTUATE.  WHEN SHARES ARE REDEEMED,  THEY MAY BE
    WORTH MORE OR LESS THAN THEIR ORIGINAL COST.  PERFORMANCE  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.  CURRENT  PERFORMANCE  MAY BE LOWER OR HIGHER  THAN THE  PERFORMANCE  DATA  PRESENTED.  VISIT
    WWW.GABELLI.COM  FOR PERFORMANCE  INFORMATION AS OF THE MOST RECENT MONTH END.  INVESTORS SHOULD CONSIDER
    THE INVESTMENT  OBJECTIVES,  RISKS AND CHARGES AND EXPENSES OF THE FUND CAREFULLY BEFORE  INVESTING.  THE
    PROSPECTUS  CONTAINS MORE  INFORMATION  ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY  BEFORE
    INVESTING.  THE CLASS AAA SHARES' NET ASSET VALUE ARE USED TO CALCULATE PERFORMANCE FOR THE PERIODS PRIOR
    TO THE ISSUANCE OF CLASS A SHARES,  CLASS B SHARES AND CLASS C SHARES ON DECEMBER  31,  2003.  THE ACTUAL
    PERFORMANCE  FOR THE  CLASS B SHARES  AND CLASS C SHARES  WOULD  HAVE  BEEN  LOWER DUE TO THE  ADDITIONAL
    EXPENSES  ASSOCIATED WITH THESE CLASSES OF SHARES. THE DOW JONES INDUSTRIAL AVERAGE IS AN UNMANAGED INDEX
    OF 30 LARGE  CAPITALIZATION  STOCKS.  THE S&P 500  INDEX AND THE  NASDAQ  COMPOSITE  INDEX ARE  UNMANAGED
    INDICATORS OF STOCK MARKET PERFORMANCE. DIVIDENDS ARE REINVESTED EXCEPT FOR THE NASDAQ COMPOSITE INDEX.
(b) INCLUDES THE EFFECT OF THE MAXIMUM 5.75% SALES CHARGE AT THE BEGINNING OF THE PERIOD.
(c) INCLUDES THE EFFECT OF THE APPLICABLE CONTINGENT DEFERRED SALES CHARGE AT THE END OF THE PERIOD SHOWN FOR
    CLASS B AND CLASS C SHARES, RESPECTIVELY. CLASS B SHARES ARE NOT AVAILABLE FOR NEW PURCHASES.
- -------------------------------------------------------------------------------------------------------------
</FN>

                                       2


performance contributions.  The letter G stood for good this year, with GenCorp,
Gaylord,  Greif, Grupo Televisa, and Genuine Parts posting Good with a capital G
returns.

      Our   substantial   commitment  to  ad  supported   media   companies  was
counterproductive   in  2004.   In  general,   media   stocks  were  victims  of
expectations. The consensus (including us) anticipated a substantial increase in
ad spending resulting from the strong economy and further enhanced by the summer
Olympics and hotly contested  presidential  and  congressional  elections.  This
unfolded as anticipated,  but was already fully discounted in stock prices,  and
therefore failed to excite investors.  We also expected  increased deal activity
to  surface  value.   This  failed  to  materialize.   Broadcasters  were  awful
performers,  and  following  their  excellent  performance  in  2003,  newspaper
publishers produced lackluster returns.

      Specifically,  the  advertising  supported  media holdings we held ranging
from  small  group   broadcasters  such  as  Paxson   Communications  and  Young
Broadcasting  to  newspaper  publishers  New York Times and Belo to  diversified
media  giants  Viacom and Tribune  disappointed.  Additionally,  pharmaceuticals
industry  investments  such as  Merck,  Pfizer,  and Eli  Lilly  also  penalized
returns.

SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED)

Under  SEC  rules,  all  funds are  required  to  include  in their  annual  and
semi-annual shareholder reports a presentation of portfolio holdings in a table,
chart or graph by reasonably identifiable categories.  The following table which
presents  portfolio  holdings  as a percent of total net assets is  provided  in
compliance with such requirement.

GABELLI ASSET FUND

Food and Beverage ....................................................     8.9%
Publishing ...........................................................     8.6%
Entertainment ........................................................     7.5%
Telecommunications ...................................................     6.6%
Energy and Utilities .................................................     5.9%
Consumer Products ....................................................     5.3%
Diversified Industrial ...............................................     5.2%
Financial Services ...................................................     5.0%
Equipment and Supplies ...............................................     4.6%
Cable and Satellite ..................................................     4.0%
Automotive: Parts and Accessories ....................................     4.0%
Wireless Communications ..............................................     3.4%
Hotels and Gaming ....................................................     3.1%
Health Care ..........................................................     3.1%
Retail ...............................................................     2.9%
Aviation: Parts and Services .........................................     2.5%
Specialty Chemicals ..................................................     1.7%
Machinery ............................................................     1.7%
Communications Equipment .............................................     1.6%
Metals and Mining ....................................................     1.6%
U.S. Government Obligations ..........................................     1.6%
Real Estate ..........................................................     1.5%
Automotive ...........................................................     1.5%
Consumer Services ....................................................     1.4%
Environmental Services ...............................................     1.2%
Business Services ....................................................     1.2%
Broadcasting .........................................................     1.1%
Electronics ..........................................................     1.0%
Agriculture ..........................................................     0.9%
Aerospace ............................................................     0.9%
Manufactured Housing and Recreational Vehicles .......................     0.3%
Closed-End Funds .....................................................     0.1%
Computer Software and Services .......................................     0.1%
Transportation .......................................................     0.1%
Other Assets and Liabilities - Net ...................................    (0.1%)
                                                                         ------
                                                                         100.0%
                                                                         ======

THE FUND FILES A COMPLETE  SCHEDULE OF PORTFOLIO  HOLDINGS  WITH THE SEC FOR THE
FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE FIRST OF WHICH WAS
FILED FOR THE QUARTER  ENDED  SEPTEMBER 30, 2004.  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  COMMISSION'S  PUBLIC
REFERENCE  ROOM IN  WASHINGTON,  DC.  INFORMATION ON THE OPERATION OF THE PUBLIC
REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330.

PROXY VOTING

The Fund files Form N-PX with its complete proxy voting record for the 12 months
ended June 30th,  no later than August 31st of each year. A  description  of the
Fund's proxy voting  policies and procedures  are available (i) without  charge,
upon  request,  by calling  800-GABELLI  (800-422-3554);  (ii) by writing to The
Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) by visiting
the Securities and Exchange Commission's website at www.sec.gov.

                                        3


THE GABELLI ASSET FUND
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
For the Six Month Period from July 1, 2004 through December 31, 2004
                                                                   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  cost (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 December 31, 2004.

                  Beginning          Ending         Annualized       Expenses
                Account Value    Account Value       Expense       Paid During
                   7/1/04           12/31/04          Ratio          Period*
- --------------------------------------------------------------------------------
GABELLI ASSET FUND
- --------------------------------------------------------------------------------
ACTUAL FUND RETURN
Class AAA          $1,000.00       $1,109.90           1.40%          $ 7.43
Class A            $1,000.00       $1,110.10           1.40%          $ 7.43
Class B            $1,000.00       $1,106.50           2.15%          $11.38
Class C            $1,000.00       $1,105.90           2.15%          $11.38

HYPOTHETICAL 5% RETURN
Class AAA          $1,000.00       $1,018.10           1.40%          $ 7.10
Class A            $1,000.00       $1,018.10           1.40%          $ 7.10
Class B            $1,000.00       $1,014.33           2.15%          $10.89
Class C            $1,000.00       $1,014.33           2.15%          $10.89

* Expenses  are equal to the Fund's  annualized  expense  ratio for the last six
  months multiplied by the average account value over the period,  multiplied by
  the number of days in the most recent fiscal half-year, then divided by 366.

                                        4


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS -- 97.9%
                 AEROSPACE -- 0.7%
       75,000    Boeing Co. ...............   $    2,587,078   $    3,882,750
       15,300    Herley Industries Inc.+ ..          292,591          311,202
       70,000    Lockheed Martin Corp. ....        1,963,076        3,888,500
      150,000    Northrop Grumman Corp. ...        4,667,966        8,154,000
                                              --------------   --------------
                                                   9,510,711       16,236,452
                                              --------------   --------------
                 AGRICULTURE -- 0.9%
      790,000    Archer-Daniels-Midland Co.       10,916,590       17,624,900
       15,000    Delta & Pine Land Co. ....          260,292          409,200
       40,529    Monsanto Co. .............          647,781        2,251,386
       10,000    Mosaic Co.+ ..............          139,584          163,200
        1,000    Potash Corp. of
                   Saskatchewan Inc. ......           41,185           83,060
                                              --------------   --------------
                                                  12,005,432       20,531,746
                                              --------------   --------------
                 AUTOMOTIVE -- 1.5%
      150,000    General Motors Corp. .....        6,420,210        6,009,000
      520,000    Navistar International Corp.+     9,543,722       22,869,600
       45,000    PACCAR Inc. ..............          522,021        3,621,600
       27,000    Volkswagen AG ............        1,125,088        1,223,936
                                              --------------   --------------
                                                  17,611,041       33,724,136
                                              --------------   --------------
                 AUTOMOTIVE: PARTS AND ACCESSORIES -- 3.9%
      110,000    BorgWarner Inc. ..........        2,079,060        5,958,700
      122,000    CLARCOR Inc. .............        1,741,943        6,681,940
      570,000    Dana Corp. ...............        8,891,297        9,878,100
      210,000    Federal-Mogul Corp.+ .....          467,782           75,600
      500,000    Genuine Parts Co. ........       12,026,034       22,030,000
      235,000    Johnson Controls Inc. ....        4,769,020       14,908,400
      170,000    Midas Inc.+ ..............        2,224,151        3,400,000
      300,000    Modine Manufacturing Co. .        7,078,060       10,131,000
      219,600    Scheib (Earl) Inc.+ ......        1,458,955          718,092
      205,000    Standard Motor Products Inc.      3,007,686        3,239,000
       65,000    Superior Industries
                   International Inc. .....        1,642,639        1,888,250
      300,000    Tenneco Automotive Inc.+ .        1,840,227        5,172,000
      100,000    TransPro Inc.+ ...........          788,321          610,000
      100,000    TRW Automotive
                 Holdings Corp.+ ..........        2,571,485        2,070,000
                                              --------------   --------------
                                                  50,586,660       86,761,082
                                              --------------   --------------
                 AVIATION: PARTS AND SERVICES -- 2.5%
       75,000    Aviall Inc.+ .............          750,124        1,722,750
      214,000    Curtiss-Wright Corp. .....        1,310,760       12,285,740
       67,000    Curtiss-Wright Corp., Cl .B       2,209,093        3,769,420
      230,000    Fairchild Corp., Cl. A+ ..        1,401,907          848,700
      620,000    GenCorp Inc. .............        2,313,974       11,513,400
      110,000    Kaman Corp., Cl. A .......        1,534,270        1,391,500
      170,000    Precision Castparts Corp.         4,207,013       11,165,600
      109,000    Sequa Corp., Cl. A+ ......        4,666,598        6,665,350
      105,000    Sequa Corp., Cl. B+ ......        5,381,629        6,483,750
                                              --------------   --------------
                                                  23,775,368       55,846,210
                                              --------------   --------------
                 BROADCASTING -- 1.1%
       20,000    Corus Entertainment Inc.,
                   Cl. B ...................          64,982          417,310


                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

       80,000    Fisher Communications Inc.+  $    4,393,988   $    3,910,400
      166,000    Granite Broadcasting Corp.+          69,153           68,060
      310,000    Gray Television Inc. ......       3,936,811        4,805,000
       10,000    Gray Television Inc., Cl. A         109,420          141,500
      170,000    Liberty Corp.                     6,268,553        7,473,200
      135,000    Lin TV Corp., Cl. A+              2,865,853        2,578,500
      160,000    Paxson
                   Communications Corp.+           1,343,205          220,800
      400,000    Television Broadcasts Ltd.        1,815,551        1,857,784
      240,000    Young Broadcasting Inc.,
                   Cl. A+ ..................       4,594,131        2,534,400
                                              --------------   --------------
                                                  25,461,647       24,006,954
                                              --------------   --------------
                 BUSINESS SERVICES -- 1.1%
      480,000    Cendant Corp. ............        4,891,205       11,222,400
       50,000    ChoicePoint Inc.+ ........        1,773,215        2,299,500
      200,000    Ecolab Inc. ..............        1,876,865        7,026,000
       10,000    Imation Corp. ............          203,344          318,300
       65,000    Landauer Inc. ............          402,818        2,970,500
      119,000    Nashua Corp.+ ............        1,745,996        1,351,840
                                              --------------   --------------
                                                  10,893,443       25,188,540
                                              --------------   --------------
                 CABLE AND SATELLITE -- 4.0%
    2,030,000    Cablevision Systems Corp.,
                   Cl. A+ .................       21,325,960       50,547,000
       30,000    Charter Communications
                   Inc., Cl. A+ ...........          138,876           67,200
      300,000    Comcast Corp., Cl. A+ ....        8,368,051        9,984,000
       40,000    Comcast Corp., Cl. A,
                   Special+ ...............          306,462        1,313,600
      275,000    DIRECTV Group Inc.+ ......        5,438,062        4,603,500
       30,000    EchoStar Communications
                   Corp., Cl. A ...........          921,111          997,200
      285,000    Liberty Media International
                   Inc., Cl. A+ ...........        3,759,992       13,175,550
       60,000    Shaw Communications Inc.,
                   Cl. B ..................          164,952        1,098,193
       80,000    Shaw Communications Inc.,
                   Cl. B, Non-Voting ......          312,647        1,463,200
      605,000    UnitedGlobalCom
                   Inc., Cl. A+ ...........        4,627,094        5,844,300
                                              --------------   --------------
                                                  45,363,207       89,093,743
                                              --------------   --------------
                 CLOSED-END FUNDS -- 0.1%
       80,001    Royce Value Trust Inc. ...          953,886        1,635,220
                                              --------------   --------------
                 COMMUNICATIONS EQUIPMENT -- 1.4%
      380,000    Agere Systems Inc., Cl. B+        1,136,696          513,000
      180,000    Andrew Corp.+ ............          688,270        2,453,400
      600,000    Corning Inc.+ ............        4,374,876        7,062,000
      800,000    Lucent Technologies Inc.+         4,465,766        3,008,000
      300,000    Motorola Inc. ............        2,779,293        5,160,000
      240,000    Nortel Networks Corp.+ ...        1,202,804          837,600
      400,000    Thomas & Betts Corp.+ ....        7,934,757       12,300,000
                                              --------------   --------------
                                                  22,582,462       31,334,000
                                              --------------   --------------
                 COMPUTER HARDWARE -- 0.0%
       40,000    Maxtor Corp.+ ............          314,584          212,000
                                              --------------   --------------

                See accompanying notes to financial statements.

                                       5


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS (CONTINUED)
                 COMPUTER SOFTWARE AND SERVICES -- 0.1%
       10,000    Computer Associates
                   International Inc. .....   $      145,700   $      310,600
       48,000    Jupitermedia Corp.+ ......          241,258        1,141,440
       26,026    Telecom Italia Media SpA+            26,184           11,780
                                              --------------   --------------
                                                     413,142        1,463,820
                                              --------------   --------------
              CONSUMER PRODUCTS -- 5.3%
       40,500    Alberto-Culver Co. .......        1,073,604        1,967,085
       12,000    Altria Group Inc. ........          360,636          733,200
       11,000    Christian Dior SA ........          307,335          748,335
      285,000    Church & Dwight Co. Inc. .        1,872,507        9,581,700
       30,000    Clorox Co. ...............        1,637,346        1,767,900
        1,000    Colgate-Palmolive Co. ....           50,430           51,160
       60,000    Department 56 Inc.+ ......          651,832          999,000
       80,000    Eastman Kodak Co. ........        2,128,338        2,580,000
      305,000    Energizer Holdings Inc.+ .        5,264,268       15,155,450
      110,000    Fortune Brands Inc. ......        2,536,232        8,489,800
      290,000    Gallaher Group plc, ADR ..        4,661,436       17,605,900
      250,000    Gillette Co. .............        8,034,142       11,195,000
        3,000    Givaudan SA ..............        1,028,013        1,976,080
       38,000    Harley-Davidson Inc. .....           95,713        2,308,500
      160,000    Mattel Inc. ..............        2,466,356        3,118,400
       50,000    Maytag Corp. .............        1,118,418        1,055,000
       62,000    National Presto
                   Industries Inc. ........        2,088,819        2,821,000
      370,000    Procter & Gamble Co. .....       12,802,755       20,379,600
    1,000,000    Swedish Match AB .........       10,327,823       11,586,962
       10,000    Syratech Corp.+ ..........            2,000            1,100
      140,000    Wolverine World Wide Inc.         1,953,224        4,398,800
                                              --------------   --------------
                                                  60,461,227      118,519,972
                                              --------------   --------------
                 CONSUMER SERVICES -- 1.4%
          800    eBay Inc.+ ...............           24,652           93,024
      830,000    IAC/InterActiveCorp+ .....        6,466,832       22,924,600
      298,650    Rollins Inc. .............        3,453,596        7,860,468
                                              --------------   --------------
                                                   9,945,080       30,878,092
                                              --------------   --------------
                 DIVERSIFIED INDUSTRIAL -- 5.2%
      144,000    Acuity Brands Inc. .......        2,344,464        4,579,200
        5,000    Anixter International Inc.           45,044          179,950
      180,000    Cooper Industries Ltd., Cl. A     7,326,626       12,220,200
      425,000    Crane Co. ................        6,646,604       12,257,000
       76,000    Gardner Denver Inc.+ .....        1,148,950        2,758,040
      253,500    GATX Corp. ...............        5,681,476        7,493,460
       25,000    General Electric Co. .....          776,165          912,500
      240,000    Greif Inc., Cl. A ........        5,453,716       13,440,000
       30,000    Harbor Global Co. Ltd.+ ..           52,965          279,000
      425,000    Honeywell International Inc.     13,730,962       15,049,250
      300,000    ITT Industries Inc. ......        9,410,611       25,335,000
      150,000    Katy Industries Inc.+ ....        1,369,925          777,000
      320,000    Lamson & Sessions Co.+ ...        1,748,797        2,912,000
       40,000    MagneTek Inc.+ ...........          309,670          276,000
      247,500    Myers Industries Inc. ....        1,557,014        3,168,000
       51,000    Pentair Inc. .............          730,157        2,221,560
       80,000    Smiths Group plc .........          880,176        1,262,527


                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

      155,000    Thomas Industries Inc. ...   $    1,971,325   $    6,187,600
       75,000    Trinity Industries Inc. ..          931,715        2,556,000
       38,000    Tyco International Ltd. ..          519,098        1,358,120
                                              --------------   --------------
                                                  62,635,460      115,222,407
                                              --------------   --------------
                 ELECTRONICS -- 1.0%
       30,000    Freescale Semiconductor
                 Inc., Cl. B+ .............          303,199          550,800
        3,000    Hitachi Ltd., ADR ........          172,200          208,290
       13,000    Kyocera Corp., ADR .......          448,062        1,000,740
       25,000    Molex Inc., Cl. A ........          719,620          666,250
       46,000    Samsung Electronics Co. ..
                 Ltd., GDR (a) ............        8,616,601       10,009,177
      135,000    Sony Corp., ADR ..........        5,285,746        5,259,600
      205,000    Texas Instruments Inc. ...        5,187,155        5,047,100
                                              --------------   --------------
                                                  20,732,583       22,741,957
                                              --------------   --------------
                 ENERGY AND UTILITIES -- 5.9%
      110,000    AES Corp.+ ...............          434,151        1,503,700
       50,000    AGL Resources Inc. .......          839,802        1,662,000
      150,000    Allegheny Energy Inc.+ ...        1,510,942        2,956,500
      235,000    BP plc, ADR ..............        6,274,016       13,724,000
      250,000    Burlington Resources Inc.         4,842,969       10,875,000
       25,000    CH Energy Group Inc. .....        1,040,745        1,201,250
      330,000    ChevronTexaco Corp. ......        9,189,420       17,328,300
       95,000    ConocoPhillips ...........        5,513,340        8,248,850
       20,000    Constellation Energy
                   Group Inc. .............          484,262          874,200
      124,000    Devon Energy Corp. .......        1,695,494        4,826,080
       70,000    DPL Inc. .................        1,408,409        1,757,700
       20,000    DTE Energy Co. ...........          832,127          862,600
      318,000    Duke Energy Corp. ........        5,835,300        8,054,940
      110,000    Duquesne Light
                 Holdings Inc. ............        1,579,788        2,073,500
       30,000    Edison International .....          510,000          960,900
      225,000    El Paso Corp. ............        1,667,558        2,340,000
      285,000    El Paso Electric Co.+ ....        3,296,727        5,397,900
      155,000    Energy East Corp. ........        3,179,893        4,135,400
       55,000    EOG Resources Inc. .......          503,772        3,924,800
      310,000    Exxon Mobil Corp. ........        6,624,170       15,890,600
        7,000    FPL Group Inc. ...........          401,591          523,250
       31,625    GlobalSantaFe Corp. ......          743,538        1,047,104
       10,000    Halliburton Co. ..........          104,525          392,400
       50,000    Kerr-McGee Corp. .........        2,729,556        2,889,500
      180,000    Mirant Corp.+ ............          708,578           69,300
       22,086    NiSource Inc. ............          475,953          503,119
      190,000    Northeast Utilities ......        3,643,888        3,581,500
      100,000    Progress Energy Inc., CVO+           52,000           13,000
       66,000    SJW Corp. ................        2,151,408        2,402,400
      310,000    Southwest Gas Corp. ......        5,639,091        7,874,000
       52,000    TXU Corp. ................          931,823        3,357,120
       10,000    UIL Holdings Corp. .......          426,389          513,000
                                              --------------   --------------
                                                  75,271,225      131,763,913
                                              --------------   --------------
                 ENTERTAINMENT -- 7.5%
       19,406    EMI Group plc ............           75,408           98,733
      195,000    EMI Group plc, ADR .......        1,693,472        1,984,222

                 See accompanying notes to financial statements.

                                        6


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS (CONTINUED)
                 ENTERTAINMENT (CONTINUED)
      185,000    Fox Entertainment Group
                   Inc., Cl. A+ ...........   $    4,339,217   $    5,783,100
      200,000    GC Companies Inc.+ (b) ...          218,000          172,000
      500,000    Gemstar-TV Guide
                   International Inc.+ ....        2,181,174        2,960,000
      165,000    Grupo Televisa SA, ADR ...        4,491,076        9,982,500
    4,650,000    Liberty Media Corp., Cl. A+      11,718,968       51,057,000
      130,000    Metro-Goldwyn-Mayer Inc.+           782,635        1,544,400
       20,000    Regal Entertainment Group,
                   Cl. A ..................          393,316          415,000
      220,000    Six Flags Inc.+ ..........        1,256,628        1,181,400
      500,000    The Walt Disney Co. ......       10,720,267       13,900,000
    1,500,000    Time Warner Inc.+ ........       20,133,908       29,160,000
      835,000    Viacom Inc., Cl. A .......       20,051,192       30,961,800
      520,000    Vivendi Universal SA, ADR+       10,471,933       16,676,400
       60,000    World Wrestling
                   Entertainment Inc. .....          612,234          727,800
                                              --------------   --------------
                                                  89,139,428      166,604,355
                                              --------------   --------------
                 ENVIRONMENTAL SERVICES -- 1.2%
      320,000    Allied Waste Industries Inc.+     2,860,139        2,969,600
      300,000    Republic Services Inc. ...        3,560,581       10,062,000
      450,000    Waste Management Inc. ....        8,677,342       13,473,000
                                              --------------   --------------
                                                  15,098,062       26,504,600
                                              --------------   --------------
                 EQUIPMENT AND SUPPLIES -- 4.6%
      525,000    AMETEK Inc. ..............        3,039,407       18,726,750
        3,000    Amphenol Corp., Cl. A+ ...           23,162          110,220
      105,000    CIRCOR International Inc.           907,143        2,431,800
      185,000    Crown Holdings Inc.+ .....          834,035        2,541,900
      155,000    CTS Corp. ................          815,744        2,059,950
        4,000    Danaher Corp. ............           70,641          229,640
      404,000    Donaldson Co. Inc. .......        1,542,170       13,162,320
      323,550    Fedders Corp. ............        1,385,781        1,171,251
      415,000    Flowserve Corp.+ .........        5,764,416       11,429,100
      179,800    Gerber Scientific Inc.+ ..        1,712,068        1,368,278
      195,000    GrafTech International Ltd.+      2,594,065        1,844,700
      560,000    IDEX Corp. ...............        3,178,528       22,680,000
        2,000    Imagistics International
                   Inc.+ ...................          39,950           67,320
       12,000    Ingersoll-Rand Co., Cl. A           501,720          963,600
      400,000    Interpump Group SpA ......        1,572,035        2,299,850
      100,000    Lufkin Industries Inc. ...        1,810,811        3,990,800
       18,000    Manitowoc Co. Inc. .......          131,305          677,700
       35,900    Met-Pro Corp. ............          321,984          477,470
       10,000    Sealed Air Corp.+ ........          168,679          532,700
       30,000    Valmont Industries Inc. ..          242,908          753,300
      435,000    Watts Water Technologies
                 Inc., Cl. A ..............        5,006,660       14,024,400
      120,000    Weir Group plc ...........          504,947          740,698
                                              --------------   --------------
                                                  32,168,159      102,283,747
                                              --------------   --------------

                 FINANCIAL SERVICES -- 5.0%
       15,000    Alleghany Corp.+ .........        2,724,804        4,278,750
        2,000    Allstate Corp. ...........           47,350          103,440


                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

      400,000    American Express Co. .....   $    9,964,607   $   22,548,000
       55,000    Argonaut Group Inc.+ .....        1,333,591        1,162,150
       15,000    Bank of America Corp. ....          282,955          704,850
       59,000    Bank of New York Co. Inc.         2,033,306        1,971,780
          220    Berkshire Hathaway Inc.,
                   Cl. A+ .................          874,549       19,338,000
       50,000    BKF Capital Group Inc. ...          933,375        1,895,000
        7,500    Calamos Asset Management
                   Inc., Cl. A+ ...........          135,000          202,500
       35,000    Commerzbank AG+ ..........          624,519          721,218
      110,000    Commerzbank AG, ADR+ .....        2,308,920        2,268,178
      155,000    Deutsche Bank AG, ADR ....        7,004,175       13,796,550
       30,000    H&R Block Inc. ...........          720,982        1,470,000
       26,400    JPMorgan Chase & Co. .....          535,615        1,029,864
        6,000    Lehman Brothers
                   Holdings Inc. ..........           54,150          524,880
       28,000    Leucadia National Corp. ..          721,175        1,945,440
       30,000    Marsh & McLennan
                   Companies Inc. .........          847,179          987,000
      120,000    Mellon Financial Corp. ...        4,103,607        3,733,200
       23,000    Merrill Lynch & Co. Inc. .          948,745        1,374,710
       38,000    Metris Companies Inc.+ ...          347,786          484,500
      385,000    Midland Co. ..............        1,978,452       12,038,950
      160,000    Phoenix Companies Inc. ...        2,392,173        2,000,000
       30,000    PNC Financial Services
                   Group ..................        1,456,850        1,723,200
        2,500    Prudential Financial Inc.            68,750          137,400
       50,000    St. Paul Travelers
                   Companies Inc. .........        1,890,906        1,853,500
       85,000    State Street Corp. .......          661,975        4,175,200
       20,000    SunTrust Banks Inc. ......          424,879        1,477,600
       30,000    T. Rowe Price Group Inc. .        1,012,984        1,866,000
       20,000    Unitrin Inc. .............          522,263          909,000
        8,500    Value Line Inc. ..........          136,515          333,523
      115,000    Waddell & Reed Financial
                   Inc., Cl. A ............        2,331,754        2,747,350
                                              --------------   --------------
                                                  49,423,891      109,801,733
                                              --------------   --------------
                 FOOD AND BEVERAGE -- 8.9%
       70,000    Allied Domecq plc, ADR ...        2,204,828        2,793,700
      345,000    Brown-Forman Corp., Cl. A         8,539,615       17,512,200
       37,000    Cadbury Schweppes
                   plc, ADR ...............          926,106        1,394,900
      125,000    Campbell Soup Co. ........        3,400,652        3,736,250
      105,000    Coca-Cola Co. ............        3,236,639        4,371,150
       10,000    Coca-Cola Enterprises Inc.          183,697          208,500
        9,500    Coca-Cola Hellenic Bottling
                   Co. SA .................          231,686          224,675
      225,000    Corn Products
                   International Inc. .....        5,622,183       12,051,000
      250,000    Del Monte Foods Co.+ .....        2,354,135        2,755,000
      318,000    Diageo plc, ADR ..........       11,903,832       18,405,840
       70,000    Farmer Brothers Co. ......          943,094        1,696,800
      270,000    Flowers Foods Inc. .......        2,549,594        8,526,600
      280,000    General Mills Inc. .......        8,447,097       13,918,800

                 See accompanying notes to financial statements.

                                        7


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS (CONTINUED)
                 FOOD AND BEVERAGE (CONTINUED)
       70,000    Groupe Danone ............   $    5,997,841   $    6,465,271
    1,267,800    Grupo Bimbo SA de CV,
                   Cl. A ..................        2,247,680        3,202,767
       10,000    Hain Celestial Group Inc.+          141,134          206,700
      200,000    Heinz (H.J.) Co. .........        7,241,965        7,798,000
       80,000    Hershey Foods Corp. ......        1,387,857        4,443,200
      230,000    Kellogg Co. ..............        5,933,962       10,271,800
      100,000    Kerry Group plc, Cl. A ...        1,179,129        2,412,663
       33,000    LVMH Moet Hennessy
                   Louis Vuitton SA .......        1,150,670        2,527,593
        9,000    Nestle SA ................        1,868,527        2,354,674
      960,000    PepsiAmericas Inc. .......       12,302,726       20,390,400
      355,000    PepsiCo Inc. .............        9,198,266       18,531,000
      150,000    Ralcorp Holdings Inc. ....        2,240,767        6,289,500
       20,000    Smucker (J.M.) Co. .......          547,733          941,400
      149,041    Tootsie Roll Industries Inc.      2,005,314        5,161,290
      255,000    Wrigley (Wm.) Jr. Co. ....        7,899,994       17,643,450
                                              --------------   --------------
                                                 111,886,723      196,235,123
                                              --------------   --------------
                 HEALTH CARE -- 3.1%
       44,000    Amgen Inc.+ ..............          203,194        2,822,600
        3,000    ArthroCare Corp.+ ........           34,530           96,180
       44,000    Biogen Idec Inc.+ ........          409,921        2,930,840
        4,000    Biomet Inc. ..............          120,840          173,560
      165,000    Bristol-Myers Squibb Co. .        4,554,462        4,227,300
       52,000    Chemed Corp. .............        1,605,605        3,489,720
       40,000    Chiron Corp.+ ............          550,315        1,333,200
        1,000    CONMED Corp.+ ............           15,430           28,420
        5,500    DENTSPLY International Inc.         209,434          309,100
       65,000    Eli Lilly & Co. ..........        3,977,030        3,688,750
       27,100    Exactech Inc.+ ...........          431,718          495,659
       20,000    Henry Schein Inc.+ .......        1,091,829        1,392,800
       58,000    INAMED Corp.+ ............        2,545,038        3,668,500
        1,000    Integra LifeSciences
                   Holdings+ ..............           19,480           36,930
       25,000    Inverness Medical
                   Innovations Inc.+ ......          424,748          627,500
       52,000    Invitrogen Corp.+ ........        2,603,325        3,490,760
       70,000    Johnson & Johnson ........        1,140,150        4,439,400
      120,000    Medco Health
                   Solutions Inc.+ ........        3,628,666        4,992,000
      155,000    Merck & Co. Inc. .........        4,827,898        4,981,700
        2,000    Nobel Biocare Holding AG .          285,863          362,325
       15,000    Orthofix International NV+          501,240          592,185
        4,000    OrthoLogic Corp.+ ........           13,880           25,000
       32,000    Patterson Companies Inc.+           702,130        1,388,480
      440,000    Pfizer Inc. ..............        7,544,903       11,831,600
      135,000    Schering-Plough Corp. ....        2,580,980        2,818,800
        2,000    Stryker Corp. ............           65,440           96,500
      150,000    Sybron Dental
                   Specialties Inc.+ ......        2,817,765        5,307,000
       30,000    Thoratec Corp.+ ..........          369,898          312,600
       10,000    William Demant Holding A/S+         448,464          469,617


                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

       70,000    Women First
                   HealthCare Inc.+ .......   $      124,375   $           70
        1,000    Wright Medical Group Inc.+           16,460           28,500
       55,000    Wyeth ....................        2,169,854        2,342,450
        1,000    Young Innovations Inc. ...           30,000           33,730
                                              --------------   --------------
                                                  46,064,865       68,833,776
                                              --------------   --------------
                 HOTELS AND GAMING -- 3.1%
       90,000    Aztar Corp.+ .............          906,574        3,142,800
      160,000    Caesars Entertainment Inc.+         918,206        3,222,400
      365,000    Gaylord Entertainment Co.+        9,694,168       15,158,450
       80,000    GTECH Holdings Corp. .....          404,713        2,076,000
       10,000    Harrah's Entertainment Inc.          94,169          668,900
    2,832,300    Hilton Group plc .........       10,264,349       15,470,358
      740,000    Hilton Hotels Corp. ......        8,392,741       16,827,600
       21,500    Kerzner International Ltd.+         968,335        1,291,075
       60,000     Mandalay Resort Group              726,750        4,225,800
       25,000    MGM Mirage+ ..............          619,881        1,818,500
       90,000    Starwood Hotels & Resorts
                  Worldwide Inc. ...........       2,370,235        5,256,000
                                              --------------   --------------
                                                  35,360,121       69,157,883
                                              --------------   --------------
                 MACHINERY -- 1.7%
       70,000    Caterpillar Inc. .........          927,858        6,825,700
      400,000    Deere & Co. ..............        6,703,065       29,760,000
                                              --------------   --------------
                                                   7,630,923       36,585,700
                                              --------------   --------------
                 MANUFACTURED HOUSING AND RECREATIONAL VEHICLES -- 0.3%
       57,200    Cavalier Homes Inc.+ .....          289,788          336,908
       16,100    Cavco Industries Inc.+ ...          609,204          723,695
      100,000    Champion Enterprises Inc.+          951,245        1,182,000
       15,000    Coachmen Industries Inc. .          246,594          260,400
      100,000    Fleetwood Enterprises Inc.+       1,316,778        1,346,000
       80,111    Huttig Building
                   Products Inc.+ .........          243,014          837,160
       12,500    Nobility Homes Inc. ......          260,493          291,250
       20,000    Palm Harbor Homes Inc.+ ..          346,431          337,600
       30,000    Skyline Corp. ............        1,179,310        1,224,000
       11,000    Southern Energy
                   Homes Inc.+ ............           43,900           51,535
                                              --------------   --------------
                                                   5,486,757        6,590,548
                                              --------------   --------------
                 METALS AND MINING -- 1.6%
       45,000    Alcoa Inc. ...............        1,224,220        1,413,900
      255,000    Barrick Gold Corp. .......        3,244,173        6,176,100
       12,525    Freeport-McMoRan Copper
                   & Gold Inc., Cl. B .....          272,500          478,831
       50,000    Kinross Gold Corp.+ ......          359,224          352,000
      515,000    Newmont Mining Corp. .....        9,699,426       22,871,150
      170,000    Placer Dome Inc. .........        1,576,429        3,206,200
                                              --------------   --------------
                                                  16,375,972       34,498,181
                                              --------------   --------------
                 PUBLISHING -- 8.6%
      225,000    Belo Corp., Cl. A ........        4,060,533        5,904,000
       22,000    Dow Jones & Co. Inc. .....        1,000,419          947,320
       30,000    EMAP plc .................          362,733          469,704

                 See accompanying notes to financial statements.

                                        8


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS (CONTINUED)
                 PUBLISHING (CONTINUED)
       38,000    Lee Enterprises Inc. .....   $      875,843   $    1,751,040
       60,000    McClatchy Co., Cl. A .....        1,240,718        4,308,600
      140,000    McGraw-Hill Companies Inc.        2,576,918       12,815,600
      370,000    Media General Inc., Cl. A        10,364,815       23,979,700
       80,000    Meredith Corp. ...........        1,650,283        4,336,000
      135,000    New York Times Co., Cl. A         1,230,827        5,508,000
    4,460,000    News Corp., Cl. A ........       32,029,721       83,223,600
       24,000    News Corp., Cl. B ........          227,345          460,800
      700,000    PRIMEDIA Inc.+ ...........        2,895,356        2,660,000
      200,000    Pulitzer Inc. ............        9,206,927       12,970,000
      250,000    Reader's Digest
                   Association Inc. .......        4,550,868        3,477,500
      248,000    Scripps (E.W.) Co., Cl. A         7,804,764       11,973,440
       68,614    Seat Pagine Gialle SpA ...          172,632           31,616
      120,000    Thomas Nelson Inc. .......        1,535,734        2,712,000
      290,000    Tribune Co. ..............       10,098,557       12,220,600
        1,000    VNU NV ...................           29,111           29,537
                                              --------------   --------------
                                                  91,914,104      189,779,057
                                              --------------   --------------
                 REAL ESTATE -- 1.5%
      230,000    Catellus Development Corp.        2,776,068        7,038,000
      120,082    Florida East Coast
                   Industries Inc. ........        1,856,261        5,415,698
      100,000    Griffin Land &
                 Nurseries Inc.+ ..........        1,372,091        2,575,000
      295,000    St. Joe Co. ..............        2,247,748       18,939,000
                                              --------------   --------------
                                                   8,252,168       33,967,698
                                              --------------   --------------
                 RETAIL -- 2.9%
       40,000    Aaron Rents Inc. .........           82,258        1,000,000
       60,750    Aaron Rents Inc., Cl. A ..          287,231        1,374,469
      160,000    Albertson's Inc. .........        3,394,168        3,820,800
      400,000    AutoNation Inc.+ .........        3,907,791        7,684,000
      140,000    Burlington Coat Factory
                   Warehouse Corp. ........        1,620,864        3,178,000
       13,500    Coldwater Creek Inc.+ ....           50,700          416,745
      130,000    Kroger Co.+ ..............          761,625        2,280,200
      660,000    Neiman Marcus Group Inc.,
                   Cl. B ..................       15,984,491       44,088,000
                                              --------------   --------------
                                                  26,089,128       63,842,214
                                              --------------   --------------
                 SPECIALTY CHEMICALS -- 1.7%
      450,000    Ferro Corp. ..............        7,347,884       10,435,500
      105,000    Fuller (H.B.) Co. ........        1,723,277        2,993,550
      130,000    General Chemical
                   Group Inc.+ ............          502,184            2,600
      105,000    Great Lakes Chemical Corp.        2,781,423        2,991,450
      310,000    Hercules Inc.+ ...........        4,915,696        4,603,500
       38,000    International Flavors &
                   Fragrances Inc. ........          737,444        1,627,920
      160,000    Material Sciences Corp.+ .        1,390,040        2,878,400
      650,000    Omnova Solutions Inc.+ ...        2,051,888        3,653,000
      350,000    Sensient Technologies Corp.       6,822,604        8,396,500
                                              --------------   --------------
                                                  28,272,440       37,582,420
                                              --------------   --------------


                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 TELECOMMUNICATIONS -- 6.6%
       66,000    ALLTEL Corp. .............   $    2,088,222   $    3,878,160
      150,000    AT&T Corp. ...............        3,743,176        2,859,000
       14,000    Brasil Telecom Participacoes
                 SA, ADR ..................          810,959          534,100
      280,000    BT Group plc .............        1,103,373        1,091,272
       30,000    BT Group plc, ADR ........        1,082,623        1,185,900
      455,000    CenturyTel Inc. ..........        5,373,842       16,138,850
      600,000    Cincinnati Bell Inc.+ ....        3,839,116        2,490,000
      300,000    Citizens
                 Communications Co. .......        2,996,415        4,137,000
      300,000    Commonwealth Telephone
                 Enterprises Inc.+ ........        5,360,976       14,898,000
       80,000    Deutsche Telekom AG, ADR+         1,229,873        1,814,400
       35,000    France Telecom SA, ADR ...          683,990        1,157,800
    2,750,000    Qwest Communications
                   International Inc.+ .....      10,590,300       12,210,000
      776,550    Rogers Communications Inc.,
                   Cl. B, New York .........       7,666,353       20,306,782
       10,000    Rogers Communications Inc.,
                   Cl. B, Toronto ..........          77,553          262,404
      160,000    SBC Communications Inc. ..        5,329,234        4,123,200
      940,000    Sprint Corp. .............       15,654,834       23,359,000
       10,000    Swisscom AG, ADR .........          292,659          395,300
       75,403    Tele Norte Leste Participacoes
                   SA, ADR ................        1,032,454        1,272,049
    1,500,435    Telecom Italia SpA .......          939,006        6,138,792
      295,000    Telecom Italia SpA, ADR ..        2,009,130       12,056,650
       95,000    Telefonica SA, ADR .......        3,448,619        5,367,500
       12,567    Telefonica SA, BDR .......          147,383          231,846
       20,000    Telefonos de Mexico SA de
                   CV, Cl. L, ADR .........          171,746          766,400
       32,500    TELUS Corp. ..............          572,039          982,473
       17,500    TELUS Corp., ADR .........          316,603          529,024
      210,000    Verizon
                   Communications Inc. ....        6,612,906        8,507,100
                                              --------------   --------------
                                                  83,173,384      146,693,002
                                              --------------   --------------
                 TRANSPORTATION -- 0.1%
       85,000    AMR Corp.+ ...............        1,245,603          930,750
       55,000    Grupo TMM SA, Cl. A, ADR+           396,879          201,300
        4,000    Kansas City Southern+ ....            7,317           70,920
        4,000    Providence & Worcester
                   Railroad Co. ...........           44,669           53,960
                                              --------------   --------------
                                                   1,694,468        1,256,930
                                              --------------   --------------
                 WIRELESS COMMUNICATIONS -- 3.4%
       65,000    America Movil SA de CV,
                   Cl. L, ADR ..............       1,117,669        3,402,750
      300,000    mm02 plc+ ................          348,979          707,004
      140,000    mm02 plc, ADR+ ...........        1,526,021        3,299,800
      120,000    Nextel Communications Inc.,
                   Cl. A+ ..................       1,364,944        3,600,000
       70,000    Nextel Partners Inc., Cl .A+        691,833        1,367,800
       72,000    Price
                   Communications Corp.+ ...       1,120,226        1,338,480

                 See accompanying notes to financial statements.

                                        9


THE GABELLI ASSET FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004
- --------------------------------------------------------------------------------

                                                                    MARKET
     SHARES                                        COST             VALUE
    ---------                                 --------------   --------------

                 COMMON STOCKS (CONTINUED)
                 WIRELESS COMMUNICATIONS (CONTINUED)
       10,019    Tele Centro Oeste Celular
                   Participacoes SA, ADR ...  $       30,034   $       98,888
          776    Tele Leste Celular
                   Participacoes SA, ADR+ ..          20,757            9,428
        1,350    Tele Norte Celular
                   Participacoes SA, ADR ...          20,857           12,326
    1,800,000    Telecom Italia Mobile SpA .       1,661,797       13,456,572
        3,375    Telemig Celular
                   Participacoes SA, ADR .....        97,539           95,276
      593,500    Telephone & Data
                   Systems Inc. ............      23,240,247       45,669,825
       33,764    Telesp Celular
                   Participacoes SA, ADR+ ..         602,880          229,595
       13,001    Tim Participacoes SA, ADR           157,722          200,475
       30,000    United States
                   Cellular Corp.+ .........       1,063,446        1,342,800
       12,000    Vodafone Group plc, ADR             237,532          328,560
                                              --------------   --------------
                                                  33,302,483       75,159,579
                                              --------------   --------------
                 TOTAL COMMON STOCKS .......   1,129,850,234    2,170,536,790
                                              --------------   --------------
                 PREFERRED STOCKS -- 0.2%
                 AEROSPACE -- 0.2%
       29,500    Northrop Grumman Corp.,
                   7.000% Cv. Pfd., Ser. B ..      3,437,340        3,894,295
                                              --------------   --------------
                 WIRELESS COMMUNICATIONS -- 0.0%
    7,686,101    Telesp Celular Participacoes
                   SA, Pfd.+ ...............          60,929           20,807
    2,752,134    Telesp Celular Participacoes
                  SA, Pfd., Receipts+ ......           5,096            7,201
                                              --------------   --------------
                                                      66,025           28,008
                                              --------------   --------------
                 TOTAL PREFERRED STOCKS ....       3,503,365        3,922,303
                                              --------------   --------------


    PRINCIPAL
     AMOUNT
  -----------
                 CONVERTIBLE CORPORATE BONDS -- 0.4%
                 AUTOMOTIVE: PARTS AND ACCESSORIES -- 0.1%
  $ 1,500,000    Pep Boys - Manny, Moe & Jack, Cv.,
                   4.250%, 06/01/07 ........       1,491,518        1,533,750
    1,000,000    Standard Motor Products Inc.,
                   Sub. Deb. Cv.,
                   6.750%, 07/15/09 ........         921,415          977,500
                                              --------------   --------------
                                                   2,412,933        2,511,250
                                              --------------   --------------
                 AVIATION: PARTS AND SERVICES -- 0.0%
      500,000    GenCorp Inc., Sub. Deb. Cv.,
                   5.750%, 04/15/07 ........         504,404          549,375
                                              --------------   --------------
                 BUSINESS SERVICES -- 0.1%
    1,000,000    Trans-Lux Corp., Sub. Deb. Cv.,
                   7.500%, 12/01/06 ........       1,005,384        1,015,000
                                              --------------   --------------
                 CABLE AND SATELLITE -- 0.0%
    1,000,000    Charter Communications Inc., Cv.,
                   4.750%, 06/01/06 .........        750,828        1,005,000
                                              --------------   --------------


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

                 COMMUNICATIONS EQUIPMENT -- 0.2%
  $ 2,000,000    Agere Systems Inc., Sub. Deb. Cv.,
                   6.500%, 12/15/09 ........  $    1,924,333   $    2,125,000
    1,000,000    Nortel Networks Corp., Cv.,
                  4.250%, 09/01/08 .........         967,402          977,500
    1,000,000    TriQuint Semiconductor Inc.,
                   Sub. Deb. Cv.,
                   4.000%, 03/01/07 ........         968,861          972,500
                                              --------------   --------------
                                                   3,860,596        4,075,000
                                              --------------   --------------
                 ELECTRONICS -- 0.0%
      500,000    Oak Industries Inc., Sub. Deb. Cv.,
                   4.875%, 03/01/08                  366,968          520,000
                                              --------------   --------------
                 TOTAL CONVERTIBLE
                   CORPORATE BONDS .........       8,901,113        9,675,625
                                              --------------   --------------
                 U.S.  GOVERNMENT OBLIGATIONS -- 1.6%
   34,574,000    U.S. Treasury Bills,
                   1.776% to 2.202%++,
                   01/06/05 to 03/17/05 ....      34,460,359       34,465,617
                                              --------------   --------------
     SHARES
   ----------
                 WARRANTS -- 0.0%
                 COMMUNICATIONS EQUIPMENT -- 0.0%
        1,097    Lucent Technologies Inc.,
                   expires 12/10/07+ .......           1,821            1,733
                                              --------------   --------------
                 TOTAL
                   INVESTMENTS -- 100.1%      $1,176,716,892    2,218,602,068
                                              ==============

                 OTHER ASSETS AND
                   LIABILITIES (NET) -- (0.1)% .............       (1,851,502)
                                                               --------------
                 NET ASSETS -- 100.0% ......................   $2,216,750,566
                                                               ==============
- ----------
                 For Federal tax purposes:
                 Aggregate cost ............................   $1,183,302,111
                                                               ==============
                 Gross unrealized appreciation .............   $1,064,812,645
                 Gross unrealized depreciation .............      (29,512,688)
                                                               ==============
                 Net unrealized appreciation (depreciation)    $1,035,299,957
                                                               ==============
- ----------
(a)   Security exempt from registration under Rule 144A of the Securities Act of
      1933, as amended. These securities may be resold in transactions exempt
      from registration, normally to qualified institutional buyers. At December
      31, 2004, the Rule 144A securities are considered liquid and the market
      value amounted to $10,009,177 or 0.5% of total net assets.
(b)   Security fair valued under procedures established by the Board of
      Trustees. The procedures may include reviewing available financial
      information about the company and reviewing valuation of comparable
      securities and other factors on a regular basis. At December 31, 2004, the
      market value of fair valued securities amounted to $172,000 or 0.01% of
      total net assets.
+     Non-income producing security.
++    Represents annualized yield at date of purchase.
ADR - American Depository Receipt.
BDR - Brazilian Depository Receipt.
CVO - Contingent Value Obligation.
GDR - Global Depository Receipt.

                 See accompanying notes to financial statements.

                                       10


                             THE GABELLI ASSET FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2004
- --------------------------------------------------------------------------------

ASSETS:
  Investments, at value (cost $1,176,716,892) ............    $2,218,602,068
  Cash and foreign currency, at value
    (cost $1,430) ........................................             1,433
  Receivable for Fund shares sold ........................         1,451,358
  Dividends and interest receivable ......................         2,236,305
  Receivable for investments sold ........................           125,479
  Other assets ...........................................            74,522
                                                              --------------
  TOTAL ASSETS ...........................................     2,222,491,165
                                                              --------------
LIABILITIES:
  Payable for Fund shares redeemed .......................         2,770,377
  Payable for investment advisory fees ...................         1,848,164
  Payable for distribution fees ..........................           462,258
  Payable for shareholder services fees ..................           363,023
  Payable for shareholder communications fees ............           170,074
  Other accrued expenses .................................           126,703
                                                              --------------
  TOTAL LIABILITIES ......................................         5,740,599
                                                              --------------
  NET ASSETS applicable to 53,474,817
    shares outstanding ...................................    $2,216,750,566
                                                              ==============
NET ASSETS CONSIST OF:
  Shares of beneficial interest, at $0.01 par value ......    $      534,748
  Additional paid-in capital .............................     1,180,878,296
  Accumulated distributions in excess of
    net investment income ................................            (6,974)
  Accumulated net realized loss on investments
    and foreign currency transactions ....................        (6,543,466)
  Net unrealized appreciation on investments
    and foreign currency translations ....................     1,041,887,962
                                                              --------------
  NET ASSETS .............................................    $2,216,750,566
                                                              ==============
SHARES OF BENEFICIAL INTEREST:
  CLASS AAA:
  Net Asset Value, offering and redemption price
    per share ($2,216,049,748  /  53,457,834.248
    shares outstanding) ..................................            $41.45
                                                                      ======
  CLASS A:
  Net Asset Value and redemption price per share
    ($350,464  /  8,467.263 shares outstanding) ..........            $41.39
                                                                      ======
  Maximum offering price per share (NAV  /  0.9425,
    based on maximum sales charge of 5.75% of
    the offering price) ..................................            $43.92
                                                                      ======
  CLASS B:
  Net Asset Value and offering price per share
    ($1,156  /  28.085 shares outstanding) ...............            $41.16(a)
                                                                      ======
  CLASS C:
  Net Asset Value and offering price per share
    ($349,198  /  8,487.167 shares outstanding) ..........            $41.14(a)
                                                                      ======

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


STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------

INVESTMENT INCOME:
  Dividends (net of foreign taxes of $476,400) ...........      $ 28,432,393
  Interest ...............................................           933,076
                                                                ------------
  TOTAL INVESTMENT INCOME ................................        29,365,469
                                                                ------------
EXPENSES:
  Investment advisory fees ...............................        20,317,306
  Distribution fees -- Class AAA .........................         5,078,789
  Distribution fees -- Class A ...........................               318
  Distribution fees -- Class B ...........................                10
  Distribution fees -- Class C ...........................               872
  Shareholder services fees ..............................         1,472,139
  Shareholder communications expenses ....................           485,806
  Custodian fees .........................................           343,935
  Legal and audit fees ...................................            76,866
  Trustees' fees .........................................            57,000
  Registration expenses ..................................            55,579
  Miscellaneous expenses .................................           178,188
                                                                ------------
  TOTAL EXPENSES .........................................        28,066,808
                                                                ------------
  NET INVESTMENT INCOME ..................................         1,298,661
                                                                ------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  AND FOREIGN CURRENCY:
  Net realized gain on investments .......................        40,899,377
  Net realized gain on foreign
    currency transactions ................................            18,554
  Net change in unrealized appreciation /
    depreciation on investments and foreign
    currency translations ................................       276,438,154
                                                                ------------
  NET REALIZED AND UNREALIZED GAIN ON
    INVESTMENTS AND FOREIGN CURRENCY
    TRANSACTIONS .........................................       317,356,085
                                                                ------------
  NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ......................................      $318,654,746
                                                                ============

                 See accompanying notes to financial statements.

                                       11


                             THE GABELLI ASSET FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------



                                                                                 YEAR ENDED            YEAR ENDED
                                                                              DECEMBER 31, 2004     DECEMBER 31, 2003
                                                                              -----------------     -----------------
                                                                                               
OPERATIONS:
  Net investment income ...................................................    $    1,298,661        $    1,851,940
  Net realized gain on investments
  and foreign currency transactions .......................................        40,917,931            43,687,872
  Net change in unrealized appreciation/depreciation on investments
    and foreign currency translations .....................................       276,438,154           420,113,505
                                                                               --------------        --------------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................       318,654,746           465,653,317
                                                                               --------------        --------------
DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income
    Class AAA .............................................................        (1,324,870)           (1,651,347)
    Class A ...............................................................              (693)                   --
    Class B ...............................................................                --                    --
    Class C ...............................................................              (143)                   --
                                                                               --------------        --------------
                                                                                   (1,325,706)           (1,651,347)
                                                                               --------------        --------------
  Net realized gain on investments
    Class AAA .............................................................       (40,218,795)          (31,641,902)
    Class A ...............................................................            (6,345)                   --
    Class B ...............................................................               (21)                   --
    Class C ...............................................................            (6,372)                   --
                                                                               --------------        --------------
                                                                                  (40,231,533)          (31,641,902)
                                                                               --------------        --------------
  TOTAL DISTRIBUTIONS TO SHAREHOLDERS .....................................       (41,557,239)          (33,293,249)
                                                                               --------------        --------------
CAPITAL SHARE TRANSACTIONS:
  Class AAA ...............................................................       (19,448,643)           24,647,514
  Class A .................................................................           325,037                 1,000
  Class B .................................................................                --                 1,000
  Class C .................................................................           329,814                 1,000
                                                                               --------------        --------------
  Net increase / (decrease) in net assets from shares of
    beneficial interest transactions ......................................       (18,793,792)           24,650,514
                                                                               --------------        --------------
  REDEMPTION FEES .........................................................            16,237                    --
                                                                               --------------        --------------
  NET INCREASE IN NET ASSETS ..............................................       258,319,952           457,010,582
NET ASSETS:
  Beginning of period .....................................................     1,958,430,614         1,501,420,032
                                                                               --------------        --------------
  End of period (including undistributed net investment income of
    $0 and $164,909, respectively) ........................................    $2,216,750,566        $1,958,430,614
                                                                               ==============        ==============


                 See accompanying notes to financial statements.

                                       12


THE GABELLI ASSET FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  ORGANIZATION.  The Gabelli Asset Fund (the "Fund") was organized on November
25, 1985 as a Massachusetts business trust. The Fund is a diversified,  open-end
management  investment  company  registered under the Investment  Company Act of
1940,  as amended (the "1940 Act").  The Fund's  primary  objective is growth of
capital. The Fund commenced investment operations on March 3, 1986.

2.  SIGNIFICANT  ACCOUNTING POLICIES. The preparation of financial statements in
accordance  with  U.S.  generally  accepted   accounting   principles   requires
management to make estimates and  assumptions  that affect the reported  amounts
and  disclosures in the financial  statements.  Actual results could differ from
those estimates.  The following is a summary of significant  accounting policies
followed by the Fund in the preparation of its financial statements.

SECURITY  VALUATION.  Portfolio  securities  listed or  traded  on a  nationally
recognized securities exchange or traded in the U.S. over-the-counter market for
which market quotations are readily available are valued at the last quoted sale
price or a market's  official  closing  price as of the close of business on the
day the  securities  are being  valued.  If there  were no sales  that day,  the
security is valued at the  average of the  closing  bid and asked  prices or, if
there were no asked  prices  quoted on that day,  then the security is valued at
the closing bid price on that day. If no bid or asked  prices are quoted on such
day,  the  security is valued at the most  recently  available  price or, if the
Board of Trustees (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 foreign markets are generally valued at
the preceding closing values of such securities on their respective exchanges or
if after the close of the foreign markets, but prior to the close of business on
the day the securities are being valued, market conditions change significantly,
certain foreign securities may be fair valued pursuant to procedures established
by the Board.  Debt  instruments  that are not credit  impaired  with  remaining
maturities  of 60 days or less 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 valued at their fair value as  determined by the
Board. Debt instruments  having a maturity greater than 60 days for which market
quotations are readily available are valued at the latest average of the bid and
asked prices.  If there were no asked prices quoted on such day, the security is
valued using the closing bid price.  Futures contracts are valued at the closing
settlement  price of the  exchange  or board  of trade on which  the  applicable
contract is traded.

Securities and assets for which market  quotations are not readily available are
valued  at their  fair  value  as  determined  in good  faith  under  procedures
established by and under the general  supervision  of 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  to the  valuation  and changes in valuation of similar  securities,
including a comparison of foreign securities to the equivalent U.S. dollar value
ADR  securities at the close of the U.S.  exchange;  and evaluation of any other
information that could be indicative of the value of the security.

                                       13


THE GABELLI ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

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

The use of forward foreign exchange contracts does not eliminate fluctuations in
the underlying prices of the Fund's portfolio securities,  but it does establish
a rate of exchange that can be achieved in the future.  Although forward foreign
exchange  contracts  limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result should the
value of the currency increase. In addition,  the Fund could be exposed to risks
if the  counterparties  to the  contracts  are unable to meet the terms of their
contracts.  At December 31, 2004,  there were no open forward  foreign  exchange
contracts.

FOREIGN CURRENCY  TRANSLATION.  The books and records of the Fund are maintained
in United States  (U.S.)  dollars.  Foreign  currencies,  investments  and other
assets and liabilities  are translated  into U.S.  dollars at the exchange rates
prevailing  at the end of the  period,  and  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, which
result from changes in foreign exchange rates and/or changes in market prices of
securities,  have  been  included  in  unrealized  appreciation/depreciation  on
investments and foreign  currency  translations.  Net realized  foreign currency
gains and losses  resulting  from  changes in  exchange  rates  include  foreign
currency gains and losses  between trade date and settlement  date on investment
securities  transactions,  foreign  currency  transactions  and  the  difference
between the amounts of interest and dividends  recorded on the books of the Fund
and the amounts  actually  received.  The portion of foreign  currency gains and
losses  related to  fluctuation in exchange rates between the initial trade date
and  subsequent  sale  trade  date  is  included  in  realized   gain/(loss)  on
investments.

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

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME.  Securities  transactions  are
accounted  for on the  trade  date  with  realized  gain or loss on  investments
determined  by using the  identified  cost method.  Interest  income  (including
amortization  of premium  and  accretion  of  discount)  is  recorded as earned.
Dividend income is recorded on the ex-dividend date.

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.

                                       14


THE GABELLI ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

In  calculating  net asset  value 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 solely borne by the class incurring the expense.

DIVIDENDS AND  DISTRIBUTIONS  TO  SHAREHOLDERS.  Dividends and  distributions to
shareholders are recorded on the ex-dividend date. Distributions to shareholders
are based on ordinary income and long-term capital gain amounts as determined in
accordance with Federal income tax regulations, which may differ from income and
capital gains as determined under U.S. generally accepted accounting principles.
These differences are primarily due to differing  treatments of income and gains
on  various  investment  securities  held by the Fund,  timing  differences  and
differing characterizations of distributions made by the Fund.

For the year ended  December 31, 2004,  reclassifications  were made to decrease
accumulated  net investment  income by $144,838 and to decrease  accumulated net
realized loss on investments and foreign currency transactions by $144,838.

The tax character of  distributions  paid during the fiscal years ended December
31, 2004 and December 31, 2003 were as follows:



                                                              YEAR ENDED              YEAR ENDED
                                                           DECEMBER 31, 2004       DECEMBER 31, 2003
                                                           -----------------       -----------------

                                                                               
             DISTRIBUTIONS PAID FROM:
             Ordinary income
                (inclusive of short term capital gains)        $ 3,054,945           $  1,651,347
             Net long term capital gains ..................     38,502,294             31,641,902
                                                               -----------           ------------
             Total distributions paid .....................    $41,557,239           $ 33,293,249
                                                               ===========           ============


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 Fund's  policy 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.

Dividends and interest from non-U.S.  sources received by the Fund are generally
subject  to  non-U.S.  withholding  taxes  at  rates  ranging  up to  30%.  Such
withholding  taxes may be reduced or  eliminated  under the terms of  applicable
U.S. income tax treaties, and the Fund intends to undertake any procedural steps
required to claim the benefits of such treaties.

As of December 31, 2004, the components of  accumulated  earnings/(losses)  on a
tax basis were as follows:

             Accumulated net realized capital gains .......     $       34,782
             Net unrealized appreciation ..................      1,035,299,957
             Net unrealized appreciation on
               foreign currency transactions ..............              2,783
                                                                --------------
             Total accumulated gain .......................     $1,035,337,522
                                                                ==============

                                       15


THE GABELLI ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

3.  INVESTMENT  ADVISORY  AGREEMENT.  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 the Fund's 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 Trustees of the Fund who are its affiliates.

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

5.  PORTFOLIO SECURITIES.  Purchases and  proceeds  from the sales of securities
for the year  ended  December  31,  2004,  other  than  short  term  securities,
aggregated $137,591,797 and $159,508,285, respectively.

6.  TRANSACTIONS  WITH AFFILIATES.  During the year ended December 31, 2004, the
Fund paid  brokerage  commissions  of $336,270 to Gabelli & Company.  During the
year  ended  December  31,  2004,  Gabelli & Company  informed  the Fund that it
received  $1,303 from  investors  representing  commissions  (sales  charges and
underwriting fees) on sales and redemptions of Fund shares.

The cost of  calculating  the Fund's net asset value per share is a Fund expense
pursuant to the Advisory Agreement between the Fund and the Adviser.  During the
year ended  December  31,  2004,  the Fund  reimbursed  the  Adviser  $34,800 in
connection  with the cost of  computing  the  Fund's  net asset  value  which is
included in miscellaneous expenses in the Statement of Operations.

7.  LINE OF CREDIT. The Fund has access to an unsecured  line of credit of up to
$25,000,000  from the  custodian for temporary  borrowing  purposes.  Borrowings
under this  arrangement  bear  interest at 0.75% above the Federal Funds rate on
outstanding  balances.  During the year ended  December 31, 2004,  there were no
borrowings from the line of credit.

8.  SHARES OF  BENEFICIAL  INTEREST. The Fund  offers four  classes of shares --
Class AAA Shares,  Class A Shares,  Class B Shares and Class C Shares. Class AAA
Shares are offered only to investors  who acquire them  directly  from Gabelli &
Company or  through  selected  broker/dealers  without a sales  charge.  Class A
Shares are subject to a maximum front-end sales charge of 5.75%.  Class B Shares
are subject to a contingent  deferred  sales  charge  ("CDSC")  upon  redemption
within six years of purchase and  automatically  convert to Class A Shares after
eight  years  from the  original  purchase.  The  applicable  CDSC is equal to a
declining  percentage of the lesser of the net asset value per share at the date
of original  purchase or at the date of redemption,  based on the length of time
held. Class C Shares are subject to a 1% CDSC for one year after purchase. As of
July 27, 2004,  Class B Shares are  available  only through  exchange of Class B
Shares of other Funds distributed by Gabelli & Company.

The Fund imposes a redemption fee of 2.00% on Class AAA Shares,  Class A Shares,
Class B Shares and Class C Shares that are redeemed or exchanged  within 60 days
after  the date of a  purchase.  For  Class  AAA,  Class A,  Class B and Class C
Shares, the 2.00% redemption fee applied to shares purchased on or after

                                       16


THE GABELLI ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

November 1, 2004.  The  redemption  fee is deducted from the proceeds  otherwise
payable to the redeeming  shareholders  and retained by the Fund. The redemption
fees  retained by the Fund during the year ended  December 31, 2004  amounted to
$16,237.

The redemption fee did not apply to shares  purchased  through programs that the
Adviser  determined to have  appropriate  short-term  trading policies in place.
Additionally,  certain recordkeepers for qualified and non-qualified  retirement
plans that could not collect the redemption fee at the participant  level due to
systems limitations have received an extension until March 31, 2005 to implement
such systems.

Transactions in shares of beneficial interest were as follows:



                                                              YEAR ENDED                        YEAR ENDED
                                                           DECEMBER 31, 2004                 DECEMBER 31, 2003
                                                     ----------------------------      ---------------------------
                                                       SHARES          AMOUNT            SHARES          AMOUNT
                                                     ----------     -------------      ----------    -------------
                                                             CLASS AAA                         CLASS AAA
                                                     ----------------------------      ---------------------------
                                                                                         
Shares sold ......................................    7,073,000     $ 266,326,783       8,794,945    $ 263,908,171
Shares issued upon reinvestment of dividends .....      952,780        39,435,639         866,201       31,347,814
Shares redeemed ..................................   (8,572,029)     (325,211,065)     (8,795,505)    (270,608,471)
                                                     ----------     -------------      ----------    -------------
    Net increase / (decrease) ....................     (546,249)    $ (19,448,643)        865,641    $  24,647,514
                                                     ==========     =============      ==========    =============


                                                              CLASS A                          CLASS A*
                                                     ----------------------------      ---------------------------
                                                                                         
Shares sold ......................................        8,269     $     317,999              28    $       1,000
Shares issued upon reinvestment of dividends .....          170             7,038              --               --
Shares redeemed ..................................           --                --              --               --
                                                     ----------     -------------      ----------    -------------
    Net increase .................................        8,439     $     325,037              28    $       1,000
                                                     ==========     =============      ==========    =============


                                                              CLASS B                          CLASS B*
                                                     ----------------------------      ---------------------------
                                                                                         
Shares sold ......................................           --     $          --              28    $       1,000
Shares issued upon reinvestment of dividends .....           --                --              --               --
Shares redeemed ..................................           --                --              --               --
                                                     ----------     -------------      ----------    -------------
    Net increase .................................           --     $          --              28    $       1,000
                                                     ==========     =============      ==========    =============



                                                              CLASS C                          CLASS C*
                                                     ----------------------------      ---------------------------
                                                                                         
Shares sold ......................................        9,071     $     354,240              28    $       1,000
Shares issued upon reinvestment of dividends .....          156             6,395              --               --
Shares redeemed ..................................         (767)          (30,821)             --               --
                                                     ----------     -------------      ----------    -------------
    Net increase .................................        8,460     $     329,814              28    $       1,000
                                                     ==========     =============      ==========    =============

<FN>
- ----------
*Commencement of share offering to the public on December 31, 2003.
</FN>


9. OTHER MATTERS. The Adviser and/or affiliates have received subpoenas from the
Attorney  General of the State of New York and the SEC requesting information on
mutual fund  shares  trading  practices.  Gabelli  Asset  Management  Inc.,  the
Adviser's  parent  company,  is responding to these  requests. The Fund does not
believe  that these  matters will have a material  adverse  effect on the Fund's
financial position or the results of its operations.

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

                                       17

THE GABELLI ASSET FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Selected data for a share of beneficial  interest  outstanding  throughout  each
period:



                                       INCOME
                             FROM INVESTMENT OPERATIONS                                  DISTRIBUTIONS
              ----------------------------------------------------------    -----------------------------------------
                                                  Net
              Net Asset                      Realized and        Total                       Net
  Period        Value,          Net             Unrealized       from           Net       Realized
   Ended      Beginning      Investment      Gain/(Loss) on   Investment    Investment     Gain on          Total
December 31   of Period   Income/(Loss)(c)    Investments     Operations      Income     Investments    Distributions
- -----------   ---------   ----------------   --------------   ----------    ----------   -----------    -------------
                                                                                      
CLASS AAA
   2004        $36.26          $ 0.02           $ 5.96         $ 5.98         $(0.03)       $(0.76)        $(0.79)
   2003         28.25            0.04             8.60           8.64          (0.03)        (0.60)         (0.63)
   2002         32.97            0.02            (4.72)         (4.70)         (0.02)        (0.00)(a)      (0.02)
   2001         33.90           (0.00)(a)         0.05           0.05            --          (0.98)         (0.98)
   2000         40.84            0.31            (1.37)         (1.06)         (0.31)        (5.57)         (5.88)
CLASS A(b)
   2004        $36.26          $ 0.03           $ 5.94         $ 5.97         $(0.08)       $(0.76)        $(0.84)
CLASS B(b)
   2004        $36.26          $(0.25)          $ 5.91         $ 5.66            --         $(0.76)        $(0.76)
CLASS C(b)
   2004        $36.26          $(0.26)          $ 5.92         $ 5.66         $(0.02)       $(0.76)        $(0.78)




                                             RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
                                       ----------------------------------------------------------

                           Net Asset             Net Assets       Net
  Period                    Value,                  End of     Investment               Portfolio
   Ended      Redemption    End of      Total      Period        Income/    Operating   Turnover
December 31     Fees(c)     Period     Return+   (in 000's)      (Loss)      Expenses      Rate
- -----------   ----------   ---------   -------   -----------   ----------   ---------   ---------
                                                                       
CLASS AAA
   2004        $0.00(a)     $41.45       16.5%    $2,216,050      0.06%        1.38%         7%
   2003           --         36.26       30.6      1,958,431      0.11         1.38          7
   2002           --         28.25      (14.3)     1,501,420      0.04         1.38          8
   2001           --         32.97        0.2      1,911,007     (0.00)        1.36         15
   2000           --         33.90       (2.4)     1,906,095      0.77         1.36         48
CLASS A(b)
   2004        $0.00(a)     $41.39       16.5%          $351      0.07%        1.40%         7%
CLASS B(b)
   2004        $0.00(a)     $41.16       15.6%            $1     (0.67)%       2.07%         7%
CLASS C(b)
   2004        $0.00(a)     $41.14       15.6%          $349     (0.68)%       2.15%         7%

<FN>
- -------------------------
+   Total return represents aggregate total return of a hypothetical $1,000 investment at the
    beginning of the period and sold at the end of the period including reinvestment of
    dividends and does not reflect applicable sales charges. Total return for the period of less
    than one year is not annualized.
(a) Amount represents less than $0.005 per share.
(b) Class A, Class B and Class C shares were initially offered on December 31, 2003.
(c) Per share amounts have been calculated using the average shares outstanding method.
</FN>


                 See accompanying notes to financial statements.

                                       18


THE GABELLI ASSET FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

To the Board of Trustees and Shareholders of
The Gabelli Asset Fund:

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of The  Gabelli  Asset  Fund (the
"Fund") at December 31, 2004,  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 periods  presented,  in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial  statements") are the  responsibility of the Fund's management;
our responsibility is to express an opinion on these financial  statements based
on our  audits.  We  conducted  our  audits  of these  financial  statements  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 are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at December  31, 2004 by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
our opinion.


PricewaterhouseCoopers LLP
New York, New York
February 28, 2005

                                       19


THE GABELLI ASSET FUND
ADDITIONAL FUND INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------

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



                           TERM OF        NUMBER OF
                         OFFICE AND     FUNDS IN FUND
NAME, POSITION(S)         LENGTH OF        COMPLEX
    ADDRESS 1                TIME        OVERSEEN BY              PRINCIPAL OCCUPATION(S)                     OTHER DIRECTORSHIPS
    AND AGE                SERVED 2        TRUSTEE                DURING PAST FIVE YEARS                       HELD BY TRUSTEE 4
- -----------------        ----------     -------------   ---------------------------------------------   ----------------------------
INTERESTED TRUSTEES 3:
- ----------------------
                                                                                            
MARIO J. GABELLI         Since 1986           24        Chairman of the Board, Chief Executive          Director of Morgan Group
Trustee and Chairman                                    Officer of Gabelli Asset Management Inc. an     Holdings, Inc. (holding
Age: 62                                                 Chief Investment Officer of Gabelli Funds,      company)
                                                        LLC and GAMCO Investors, Inc.; Vice Chairman
                                                        and Chief Executive Officer of Lynch
                                                        Interactive Corporation (multimedia and
                                                        services)

JOHN D. GABELLI          Since 1999           10        Senior Vice President of Gabelli &                            --
Trustee                                                 Company, Inc.; Director of Gabelli Advisers,
Age: 60                                                 Inc.

KARL OTTO POHL           Since 1992           34        Member of the Shareholder Committee of Sal      Director of Gabelli Asset
Trustee                                                 Oppenheim Jr. & Cie (private investment bank);  Management Inc. (investment
Age: 75                                                 Former President of the Deutsche Bundesbank     management); Chairman,
                                                        and Chairman of its Central Bank Council        Incentive Capital and
                                                        (1980-1991)                                     Incentive Asset Management
                                                                                                        (Zurich); Director at Sal
                                                                                                        Oppenheim Jr. & Cie, Zurich


NON-INTERESTED TRUSTEES:
- ------------------------
                                                                                            
ANTHONY J. COLAVITA      Since 1989           36        President and Attorney at Law in the law firm                 --
Trustee                                                 of Anthony J. Colavita P.C.
Age: 69

JAMES P. CONN            Since 1992           13        Former Managing Director and Chief Investment   Director of LaQuinta Corp.
Trustee                                                 Officer of Financial Security Assurance         (hotels) and First Republic
Age: 66                                                 Holdings, Ltd. (1992-1998)                      Bank

ANTHONY R. PUSTORINO     Since 1986           17        Certified Public Accountant; Professor          Director of Lynch
Trustee                                                 Emeritus, Pace University                       Corporation (diversified
Age: 79                                                                                                 manufacturing)

WERNER J. ROEDER, MD     Since 2001           26        Medical Director of Lawrence Hospital and                     --
Trustee                                                 practicing private physician
Age: 64

ANTHONIE C. VAN EKRIS     1986-1989           20        Managing Director of BALMAC                     Director of Aurado Energy
Trustee                 1992-present                    International, Inc. (commodities)               Inc. (oil and gas
Age: 70                                                                                                 operations)

SALVATORE J. ZIZZA        1986-1996           24        Chairman, Hallmark Electrical Supplies Corp.    Director of Hollis Eden
Trustee                 2000-present                                                                    Pharmaceuticals; Director
Age: 59                                                                                                 of Earl Scheib, Inc.
                                                                                                        (automotive services)


                                       20


THE GABELLI ASSET FUND
ADDITIONAL FUND INFORMATION (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



                           TERM OF        NUMBER OF
                         OFFICE AND     FUNDS IN FUND
NAME, POSITION(S)         LENGTH OF        COMPLEX
    ADDRESS 1                TIME        OVERSEEN BY              PRINCIPAL OCCUPATION(S)                     OTHER DIRECTORSHIPS
    AND AGE                SERVED 2        TRUSTEE                DURING PAST FIVE YEARS                       HELD BY TRUSTEE 4
- -----------------        ----------     -------------   ---------------------------------------------   ----------------------------
OFFICERS:
- ---------
                                                                                            
BRUCE N. ALPERT          Since 1994           --        Executive Vice President and Chief Operating                  --
President and Treasurer                                 Officer of Gabelli Funds, LLC since 1988 and
Age: 53                                                 an officer of all mutual funds advised by
                                                        Gabelli Funds, LLC and its affiliates.
                                                        Director and President of Gabelli Advisers,
                                                        Inc.

JAMES E. MCKEE           Since 1995           --        Vice President, General Counsel and Secretary                 --
Secretary                                               of Gabelli Asset Management Inc. since 1999
Age: 41                                                 and GAMCO Investors, Inc. since 1993;
                                                        Secretary of all mutual funds advised by
                                                        Gabelli Advisers, Inc. and Gabelli Funds, LLC

PETER GOLDSTEIN          Since 2004           --        Director of Regulatory Affairs at Gabelli                     --
Chief Compliance Officer                                Asset Management Inc. since February 2004;
Age: 51                                                 Vice President of Goldman Sachs Asset
                                                        Management from November 2000 through January
                                                        2004; Deputy GeneralCounsel at Gabelli Asset
                                                        Management Inc. from February 1998 through
                                                        November 2000
<FN>
- ----------
  1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
  2 Each Trustee 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 Trustee and until the election and  qualification  of his or
    her successor,  if any, elected at such meeting,  or (ii) the date a Trustee resigns or retires,  or a Trustee is removed by the
    Board of Trustees or shareholders, in accordance with the Fund's By-Laws and Declaration of Trust. 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 Investment Company Act of 1940.  Messrs. M. Gabelli,  J. Gabelli and Pohl 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
    (i.e. public companies) or other investment companies registered under the 1940 Act.
</FN>


- --------------------------------------------------------------------------------
                   2004 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended  December 31, 2004, the Fund paid to  shareholders  on
December 29, 2004 ordinary income dividends  (comprised of net investment income
and short-term capital gains) totaling $0.0612, $0.1195, $0.0360 and $0.0532 and
long term capital gains totaling $0.7288, $0.7288, $0.7288 and $0.7288 per share
for Class AAA, Class A, Class B and Class C,  respectively.  For the fiscal year
ended December 31, 2004, 100% of the ordinary income dividend  qualifies for the
dividend received  deduction  available to corporations and 100% of the ordinary
income distribution was qualifying dividend income.

U.S. GOVERNMENT INCOME:
The  percentage of the ordinary  income  dividend paid by the Fund during fiscal
year 2004 which was derived from U.S. Treasury securities was 0.55%. Such income
is  exempt  from  state  and  local tax in all  states.  However,  many  states,
including  New York and  California,  allow a tax exemption for a portion of the
income  earned only if a mutual fund has  invested at least 50% of its assets at
the end of each quarter of the Fund's fiscal year in U.S. Government securities.
The Gabelli Asset Fund did not meet this strict  requirement in 2004. Due to the
diversity  in state and local tax law, it is  recommended  that you consult your
personal tax advisor as to the applicability of the information provided to your
specific situation.
- --------------------------------------------------------------------------------

                                       21


                             THE GABELLI ASSET FUND
                              One Corporate Center
                            Rye, New York 10580-1422
                                   800-GABELLI
                                  800-422-3554
                                FAX: 914-921-5118
                            WEBSITE: WWW.GABELLI.COM
                            E-MAIL: INFO@GABELLI.COM
                   Net Asset Value available daily by calling
                           800-GABELLI after 6:00 P.M.

                                BOARD OF TRUSTEES

Mario J. Gabelli, CFA                         Anthony R. Pustorino
CHAIRMAN AND CHIEF                            CERTIFIED PUBLIC ACCOUNTANT
INVESTMENT OFFICER                            PROFESSOR EMERITUS
GABELLI ASSET MANAGEMENT INC.                 PACE UNIVERSITY

Anthony J. Colavita                           Werner J. Roeder, MD
ATTORNEY-AT-LAW                               MEDICAL DIRECTOR
ANTHONY J. COLAVITA, P.C.                     LAWRENCE HOSPITAL

James P. Conn                                 Anthonie C. van Ekris
FORMER CHIEF INVESTMENT OFFICER               MANAGING DIRECTOR
FINANCIAL SECURITY ASSURANCE                  BALMAC INTERNATIONAL, INC.
HOLDINGS LTD.
                                              Salvatore J. Zizza
John D. Gabelli                               CHAIRMAN
SENIOR VICE PRESIDENT                         HALLMARK ELECTRICAL SUPPLIES
GABELLI & COMPANY, INC.                       CORP.

Karl Otto Pohl
FORMER PRESIDENT
DEUTSCHE BUNDESBANK

                                    OFFICERS

Bruce N. Alpert                               James E. McKee
PRESIDENT AND TREASURER                        SECRETARY

Peter Goldstein
CHIEF COMPLIANCE OFFICER

                                   DISTRIBUTOR
                             Gabelli & Company, Inc.

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

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

- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli  Asset  Fund.  It is not  authorized  for  distribution  to  prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
GAB405Q404SR



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
Trustees 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," as defined by Item 3 of Form N-CSR.


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 $43,429 in
        2004 and $34,259 in 2003.

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 2004 and $0 in 2003.

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 $2,550 in 2004 and $2,450
        in 2003.

        Tax fees represent tax compliance  services  provided in connection with
        the review of the Registrant's tax returns.

All Other Fees
- --------------

   (d)  The  aggregate  fees  billed  in each of the last two  fiscal  years for
        products and services provided by the principal  accountant,  other than
        the services  reported in paragraphs (a) through (c) of this Item are $0
        in 2004 and $0 in 2003.

   (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  auditors  to the  registrant  and (ii)  all  permissible
           non-audit services to be provided by the independent  auditors 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  auditors'  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  aggregate  amount  of all such  permissible  non-audit  services
           provided to the registrant, Gabelli and any Covered Services Provider
           constitutes  not more than 5% of the total amount of revenues paid by
           the registrant to its independent  auditors during the fiscal year in
           which the  permissible  non-audit  services  are  provided;  (ii) the
           permissible  non-audit services were not recognized by the registrant
           at the time of the  engagement  to be non-audit  services;  and (iii)
           such services are promptly  brought to the attention of the Committee
           and approved by the Committee or Chairperson  prior to the completion
           of the audit.

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

                           (b) N/A



                           (c) 100%

                           (d) N/A

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

   (g)  The aggregate  non-audit fees billed by the registrant's  accountant for
        services  rendered to the registrant,  and rendered to the  registrant's
        investment   adviser  (not  including  any  sub-adviser  whose  role  is
        primarily portfolio  management and is subcontracted with or overseen by
        another investment adviser), and any entity controlling,  controlled by,
        or under common control with the adviser that provides  ongoing services
        to the  registrant  for  each  of  the  last  two  fiscal  years  of the
        registrant was $0 in 2004 and $0 in 2003.

   (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. SCHEDULE OF INVESTMENTS

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.



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.

The  Board  of  Trustees   has  a  Nominating   Committee   comprised  of  three
"non-interested" (as such term is defined by the Investment Company Act of 1940,
as amended)  Trustees,  namely James P. Conn,  Werner J. Roeder and Salvatore J.
Zizza.  The Nominating  Committee is  responsible  for  identifying  individuals
believed to be qualified to become Board members in the event that a position is
vacated or created.  The Nominating  Committee will consider Trustee  candidates
recommended   by   shareholders.   In   considering   candidates   submitted  by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees,  the qualifications of the candidate and the interests of
shareholders.  The  Nominating  Committee may also take into  consideration  the
number of shares  held by the  recommending  shareholder  and the length of time
that  such  shares  have  been  held.  To  have a  candidate  considered  by the
Nominating  Committee,  a shareholder must submit the  recommendation in writing
and must include the following information:



   o    The name of the  shareholder  and evidence of the person's  ownership of
        shares of the Fund,  including the number of shares owned and the length
        of time of ownership;
   o    The name of the candidate, the candidate's resume or a listing of his or
        her  qualifications to be a Trustee of the Fund and the person's consent
        to be named as a Trustee if selected  by the  Nominating  Committee  and
        nominated by the Board of Trustees; and
   o    If  requested  by the  Nominating  Committee,  a  completed  and  signed
        Trustees questionnaire.


The shareholder  recommendation and information  described above must be sent to
the Fund's  Secretary  c/o  Gabelli  Funds,  LLC,  James E.  McKee,  and must be
received by the Secretary no less than 120 days prior to the anniversary date of
the Fund's most recent  annual  meeting of  shareholders  or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.



The Nominating Committee believes that the minimum qualifications for serving as
a  Trustee  of the  Fund are that the  individual  demonstrate,  by  significant
accomplishment in his or her field, an ability to make a meaningful contribution
to the Board of Trustees'  oversight on the business and affairs of the Fund and
have an impeccable  record and reputation for honest and ethical conduct in both
his or her professional  and personal  activities.  In addition,  the Nominating
Committee  examines  a  candidate's   specific   experiences  and  skills,  time
availability in light of other commitments,  potential conflicts of interest and
independence  from management and the Fund. The Nominating  Committee also seeks
to have  the  Board  of  Trustees  represent  a  diversity  of  backgrounds  and
experience.



The Fund's Nominating Committee has adopted a Nominating Committee Charter.



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, that is the subject of disclosure required by Item 2,
           filed as exhibit  (a)(1) to the  Registrant's  Form  N-CSR,  filed on
           March 10, 2004 (Accession No. 0000935069-04-000472).

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

   (a)(3)  Not applicable.

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



                                   SIGNATURES

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

(registrant)               The Gabelli Asset Fund
            --------------------------------------------------------------------
By (Signature and Title)*  /s/ Bruce N. Alpert
                           -----------------------------------------------------
                           Bruce N. Alpert, Principal Executive Officer


Date     March 9, 2005
    ----------------------------------------------------------------------------


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 &
                          Principal Financial Officer


Date     March 9, 2005
    ----------------------------------------------------------------------------

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