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 811-09397
                                                    ----------

                           The Gabelli Utilities 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
UTILITIES
FUND

                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 2004


                           THE GABELLI UTILITIES 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

      During 2004, the Gabelli  Utilities Fund rose 15.59%  compared to gains by
the S&P 500 Utility  Index and the average  utility fund  monitored by Lipper of
24.28% and 23.40%,  respectively.  Utility stocks had a strong fourth quarter of
2004, finishing a year of strong performance. A number of factors contributed to
these gains. One reason was continued rotation by institutional investors out of
higher growth sectors of the market and into defensive stocks.

      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.

      Just prior to the end of 2004 was the  announcement  of the largest merger
in the history of the U.S.  utility  industry,  when Exelon Corp.  agreed to buy
Public  Service  Enterprise  Group.  The  Fund has  tried  to stay  ahead of the
consolidation  trend by  investing  in  several  of the  smaller  and  mid-sized
utilities that we think are attractive  takeover  candidates.  Also during 2004,
there was an increase in merger  activity  among  natural gas  utilities and gas
pipelines.  We also  believe  that a  number  of  large  foreign  utilities  are
interested in acquiring U.S. utilities.

      Utilities are  increasing  their  dividends  again.  During 2004,  several
utilities  announced  dividend  increases  for the first time in several  years,
making it the third  consecutive  year in which the number of  utilities  hiking
their dividends has increased.

                                                           Sincerely yours,

                                                           /s/  Bruce N. Alpert
                                                           Bruce N. Alpert
                                                           President
February 23, 2005



                   COMPARISON OF CHANGE IN VALUE OF A $10,000
               INVESTMENT IN THE GABELLI UTILITIES FUND CLASS AAA
                        SHARES AND THE S&P UTILITY INDEX

[GRAPHIC OMITTED]
PLOT POINTS FOLLOW:

                      Gabelli Utilities Fund
                         Class AAA Shares          S&P Utility Index
8/31/99                      10,000                     10,000
12/31/99                     12,225                      9,008
12/31/00                     14,234                     14,160
12/31/01                     12,047                      9,849
12/31/02                     10,233                      6,896
12/31/03                     13,249                      8,706
12/31/04                     15,314                     10,820

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RESULTS. THE PERFORMANCE TABLES AND
GRAPH DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND
DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES.



COMPARATIVE RESULTS
- --------------------------------------------------------------------------------


                                        AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 2004 (A)
                                        ----------------------------------------------------
                                                                                       Since
                                                                                      Inception
                                        QUARTER      1 YEAR      3 YEAR    5 YEAR     (8/31/99)
                                        -------      ------      ------    ------     ---------
                                                                         
  GABELLI UTILITIES FUND CLASS AAA ....  8.13%       15.59%      8.33%      4.61%       8.31%

  S&P 500 Utility Index ............... 12.18        24.28       3.18       3.73        1.53
  Lipper Utility Fund Average ......... 11.91        23.40       4.87       0.47        2.35
  Class A .............................  8.11        15.39       8.39       4.65        8.34
                                         1.83(b)      8.78(b)    6.26(b)    3.42(b)     7.15(b)
  Class B .............................  7.88        14.54       7.71       4.25        7.96
                                         2.88(c)      9.54(c)    6.84(c)    3.96(c)     7.83(c)
  Class C .............................  7.99        14.64       7.82       4.32        8.02
                                         6.99(c)     13.64(c)    7.82(c)    4.32(c)     8.02(c)



(a)  RETURNS  REPRESENT PAST  PERFORMANCE  AND DO NOT GUARANTEE  FUTURE RESULTS.
     TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN SHARE PRICE 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. 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 COMPLETE  INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD
     BE READ CAREFULLY BEFORE  INVESTING.  PERFORMANCE FOR PERIODS LESS THAN ONE
     YEAR  IS NOT  ANNUALIZED.  OTHER  SHARE  CLASSES  ARE  AVAILABLE  AND  HAVE
     DIFFERENT PERFORMANCE CHARACTERISTICS.  THE VALUE OF UTILITY STOCKS CHANGES
     AS LONG-TERM  INTEREST  RATES CHANGE.  FUNDS  INVESTING IN A SINGLE SECTOR,
     SUCH AS UTILITIES, MAY BE SUBJECT TO MORE VOLATILITY THAN FUNDS THAT INVEST
     MORE  BROADLY.  THE  UTILITIES  INDUSTRY CAN BE  SIGNIFICANTLY  AFFECTED BY
     GOVERNMENT REGULATION, FINANCING DIFFICULTIES, SUPPLY OR DEMAND OF SERVICES
     OR FUEL AND NATURAL RESOURCES CONSERVATION. THE CLASS AAA SHARES' NET ASSET
     VALUES  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, 2002. 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 S&P 500 UTILITY INDEX IS AN UNMANAGED  INDICATOR OF
     ELECTRIC  AND GAS  UTILITY  STOCK  PERFORMANCE,  WHILE THE  LIPPER  AVERAGE
     REFLECTS  THE  AVERAGE  PERFORMANCE  OF  MUTUAL  FUNDS  CLASSIFIED  IN THIS
     PARTICULAR CATEGORY.
 (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.
- --------------------------------------------------------------------------------

                                        2


THE GABELLI UTILITIES 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  costs (in  dollars) of  investing  in your Fund and to
compare these costs with those of other mutual funds.  The examples are based on
an  investment  of $1,000 made at the beginning of the period shown and held for
the entire period.

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

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

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

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

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not  reflect  any  transactional  costs such as sales
charges (loads),  redemption fees, or exchange fees, if any, which are described
in the Prospectus. If these costs were applied to your account, your costs would
be higher.  Therefore, the 5% hypothetical return is useful in comparing ongoing
costs only,  and will not help you determine the relative  total costs of owning
different funds. The "Annualized  Expense Ratio"  represents the actual expenses
for the last six  months  and may be  different  from the  expense  ratio in the
Financial Highlights which is for the year ended December 31, 2004.

                    Beginning        Ending       Annualized      Expenses
                  Account Value   Account Value    Expense      Paid During
                     7/1/04          12/31/04        Ratio         Period*

- --------------------------------------------------------------------------------
GABELLI UTILITIES FUND
- --------------------------------------------------------------------------------
ACTUAL FUND RETURN
Class AAA          $1,000.00       $1,114.90         1.72%         $ 9.14
Class A            $1,000.00       $1,114.50         1.72%         $ 9.14
Class B            $1,000.00       $1,109.90         2.47%         $13.10
Class C            $1,000.00       $1,110.90         2.47%         $13.11

HYPOTHETICAL 5% RETURN
Class AAA          $1,000.00       $1,016.49         1.72%         $ 8.72
Class A            $1,000.00       $1,016.49         1.72%         $ 8.72
Class B            $1,000.00       $1,012.72         2.47%         $12.50
Class C            $1,000.00       $1,012.72         2.47%         $12.50

*  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.

                                        3


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 UTILITIES FUND


Energy and Utilities: Integrated .................   39.0%
Energy and Utilities: Electric ...................   24.6%
U.S. Government Obligations ......................   12.5%
Energy and Utilities: Natural Gas ................    8.3%
Cable and Satellite ..............................    5.4%
Energy and Utilities: Oil ........................    2.0%
Telecommunications ...............................    1.8%
Entertainment ....................................    1.6%
Environmental Services ...........................    1.5%
Wireless Communications ..........................    1.3%
Energy and Utilities: Water ......................    0.5%
Metals and Mining ................................    0.2%
Other Assets and Liabilities - Net ...............    1.3%
                                                    -----
                                                    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.

MONTHLY DISTRIBUTIONS

Since  January 2000,  the Fund has had a fixed  distribution  policy.  Under the
policy,  the Fund declares and pays monthly  distributions  from net  investment
income, capital gains and paid in capital. The actual source of the distribution
is  determined  after the end of the year.  The Fund  continues  to evaluate its
distribution  policy in light of ongoing economic and market  conditions and may
change  the amount of the  monthly  distributions  in the  future.  The  current
annualized  rate is $0.84 per share.  Distributions  for the year ended December
31, 2004 included a return of capital of $0.69, $0.72, $0.75 and $0.77 per share
for Class AAA, Class A, Class B and Class C, respectively.

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.


                                        4


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

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

             COMMON STOCKS -- 84.6%
             CABLE AND SATELLITE -- 5.4%
     25,000  Cablevision Systems Corp.,
               Cl. A+ ..................  $   586,037    $    622,500
     20,000  Comcast Corp., Cl. A+ .....      627,995         665,600
     55,000  DIRECTV Group Inc.+ .......      951,574         920,700
     50,000  EchoStar Communications
               Corp., Cl. A ............    1,583,731       1,662,000
     17,000  Liberty Media International Inc.,
               Cl. A+ ..................      682,372         785,910
     90,000  UnitedGlobalCom Inc., Cl. A+     758,169         869,400
                                          -----------    ------------
                                            5,189,878       5,526,110
                                          -----------    ------------
             ENERGY AND UTILITIES: ELECTRIC -- 24.2%
     90,000  AES Corp.+ ................      434,950       1,230,300
    192,000  Allegheny Energy Inc.+ ....    2,007,140       3,784,320
     25,000  ALLETE Inc. ...............      814,653         918,750
     10,000  American Electric Power
               Co. Inc. ................      348,725         343,400
      6,000  Chubu  Electric
               Power Co. Inc. ..........      139,829         144,042
      6,000  Chugoku Electric Power
               Co. Inc. ................      108,973         111,779
     20,000  Cleco Corp. ...............      403,257         405,200
     46,000  DPL Inc. ..................      980,514       1,155,060
      6,000  DTE Energy Co. ............      240,835         258,780
     50,000  Duquesne Light Holdings Inc.     752,566         942,500
     52,000  Edison International ......      671,304       1,665,560
     80,000  El Paso Electric Co.+ .....      963,137       1,515,200
     70,000  Electric Power Development
               Co., Ltd.+ ..............    1,940,751       1,960,574
     20,000  FPL Group Inc. ............    1,249,752       1,495,000
     50,000  Great Plains Energy Inc. ..    1,331,656       1,514,000
     30,000  Green Mountain Power Corp.       682,200         864,900
      3,000  Hokkaido Electric Power
               Co. Inc. ................       57,078          58,993
      6,000  Hokuriku Electric Power Co.      106,926         109,086
     12,000  Kansai Electric Power Co. Inc.   233,993         243,583
     80,000  Pepco Holdings Inc. .......    1,585,764       1,705,600
      5,000  Pinnacle West Capital Corp.      221,333         222,050
      6,000  Shikoku Electric Power
               Co. Inc. ................      114,759         117,107
     40,000  Southern Co. ..............    1,229,773       1,340,800
      8,000  Tokyo Electric Power
               Co. Inc. ................      190,577         196,350
     10,000  TXU Corp. .................      195,942         645,600
      2,000  UIL Holdings Corp. ........       70,260         102,600
     70,000  Unisource Energy Corp. ....    1,641,096       1,687,700
                                          -----------    ------------
                                           18,717,743      24,738,834
                                          -----------    ------------
             ENERGY AND UTILITIES: INTEGRATED -- 38.3%
     15,000  Alliant Energy Corp. ......      282,537         429,000
     30,000  Ameren Corp. ..............    1,329,411       1,504,200
    270,000  Aquila Inc.+ ..............      828,387         996,300
     30,000  Black Hills Corp. .........      884,698         920,400
      6,300  CH Energy Group Inc. ......      280,270         302,715
     14,000  Cinergy Corp. .............      492,620         582,820

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

    130,000  CMS Energy Corp.+ .........  $   857,619      $1,358,500
     12,000  Consolidated Edison Inc. ..      508,978         525,000
     17,000  Constellation Energy
               Group Inc. ..............      448,840         743,070
     52,000  Duke Energy Corp. .........    1,090,200       1,317,160
    200,000  El Paso Corp. .............    1,779,965       2,080,000
      1,000  Electricidade de Portugal
               SA, ADR ................        29,650          30,230
    130,000  Enel SpA ..................      888,729       1,277,559
     70,000  Energy East Corp. .........    1,474,159       1,867,600
      4,000  Entergy Corp. .............      152,640         270,360
     35,000  FirstEnergy Corp. .........    1,206,299       1,382,850
     19,500  Florida Public
               Utilities Co. ...........      336,106         373,425
     27,000  Hawaiian Electric
               Industries Inc. .........      636,374         787,050
    100,000  Hera SpA ..................      174,312         288,161
      2,000  Iberdrola SA ..............       46,240          50,836
      6,000  Kyushu Electric Power
               Co. Inc. ................      118,804         121,206
     32,000  Maine & Maritimes Corp. ...      982,930         843,200
     27,000  MGE Energy Inc. ...........      852,234         972,810
     43,805  Mirant Corp.+ .............       85,781          16,865
     10,000  National Grid Transco
               plc, ADR ................      386,405         479,900
     25,000  NiSource Inc. .............      514,479         569,500
     40,000  Northeast Utilities .......      681,116         754,000
     35,000  NSTAR .....................    1,530,573       1,899,800
     45,000  OGE Energy Corp. ..........    1,092,836       1,192,950
      5,000  Ormat Technologies Inc.+ ..       75,000          81,400
     15,000  Otter Tail Corp. ..........      401,965         382,950
     50,000  Patina Oil & Gas Corp. ....    1,828,132       1,875,000
     28,000  PG&E Corp.+ ...............      365,349         931,840
     14,500  PPL Corp. .................      496,028         772,560
     40,000  Progress Energy Inc. ......    1,679,337       1,809,600
     30,000  Public Service Enterprise
               Group Inc. ..............    1,495,490       1,553,100
      1,500  SCANA Corp. ...............       58,140          59,100
     60,000  Scottish Power plc ........      440,529         464,520
     20,000  Scottish Power plc, ADR ...      608,045         623,200
     20,000  TECO Energy Inc. ..........      295,599         306,800
     80,000  Tohoku Electric
               Power Co. Inc. ..........    1,379,371       1,436,518
      3,000  Vectren Corp. .............       80,134          80,400
     60,000  Westar Energy Inc. ........      959,778       1,372,200
     40,000  Wisconsin Energy Corp. ....    1,146,937       1,348,400
      6,300  WPS Resources Corp. .......      308,454         314,748
    100,000  Xcel Energy Inc. ..........    1,616,011       1,820,000
                                          -----------    ------------
                                           33,207,491      39,169,803
                                          -----------    ------------
             ENERGY AND UTILITIES: NATURAL GAS -- 8.3%
     25,000  Atmos Energy Corp. ........      635,238         683,750
      3,000  Cascade Natural Gas Corp. .       64,058          63,600
     33,000  Chesapeake Utilities Corp.       830,924         881,100
     10,000  Energen Corp. .............      239,277         589,500
     30,000  KeySpan Corp. .............    1,057,210       1,183,500
     25,000  Laclede Group Inc. ........      738,140         778,750


                 See accompanying notes to financial statements.

                                        5


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

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

             COMMON STOCKS (CONTINUED)
             ENERGY AND UTILITIES: NATURAL GAS (CONTINUED)
     35,000  National Fuel Gas Co. .....  $   788,954     $   991,900
     11,000  Nicor Inc. ................      231,907         406,340
     40,000  ONEOK Inc. ................      764,289       1,136,800
      2,000  Peoples Energy Corp. ......       89,955          87,900
      2,000  Snam Rete Gas SpA .........       10,804          11,635
      2,500  South Jersey Industries Inc.     103,422         131,400
     43,000  Southern Union Co.+ .......      700,481       1,031,140
     20,000  Southwest Gas Corp. .......      425,018         508,000
                                          -----------    ------------
                                            6,679,677       8,485,315
                                          -----------    ------------
             ENERGY AND UTILITIES: OIL -- 2.0%
     40,000  Kaneb Services LLC ........    1,727,520       1,727,600
      2,000  Murphy Oil Corp. ..........      161,152         160,900
      3,000  Royal Dutch Petroleum Co. .      169,635         172,140
                                          -----------    ------------
                                            2,058,307       2,060,640
                                          -----------    ------------
             ENERGY AND UTILITIES: WATER -- 0.5%
      1,000  Aqua America Inc. .........       23,520          24,590
        500  California Water
               Service Group ...........       16,465          18,825
      5,333  Middlesex Water Co. .......       91,735         101,007
     12,000  Pennichuck Corp. ..........      286,405         313,200
      1,000  Veolia Environnement ......       31,927          36,197
                                          -----------    ------------
                                              450,052         493,819
                                          -----------    ------------
             ENTERTAINMENT -- 1.6%
     50,000  Vivendi Universal SA, ADR+     1,556,471       1,603,500
                                           -----------    ------------
             ENVIRONMENTAL SERVICES -- 1.5%
     35,400  Ionics Inc.+ ..............    1,533,435       1,534,236
                                          -----------    ------------
             METALS AND MINING -- 0.2%
      10,000 Compania de Minas
               Buenaventura SA, ADR ....      239,250         229,000
                                          -----------    ------------
             TELECOMMUNICATIONS -- 1.3%
      2,000  BCE Inc. ..................       48,010          48,260
     14,000  BellSouth Corp. ...........      423,209         389,060
        200  Hutchison Telecommunications
               International Ltd.+ .....          163             180
      2,000  MCI Inc. ..................       37,250          40,320
        200  Mobistar SA+ ..............       18,055          18,744
        200  PT Indonesian Satellite
               Corporation Tbk (Indosat)          128             124
     17,500  Rogers Communications
               Inc., Cl. B .............      425,207         457,625
     15,000  SBC Communications Inc. ...      457,602         386,550
        200  Tele2 AB, Cl. B ...........        8,180           7,855
        200  Telecom Italia SpA, ADR ...        7,868           8,174
                                          -----------    ------------
                                            1,425,672       1,356,892
                                          -----------    ------------

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

             WIRELESS COMMUNICATIONS -- 1.3%
      1,500  America Movil SA de CV,
               Cl. L, ADR ..............  $    74,681     $    78,525
      1,500  China Mobile (Hong Kong)
               Ltd., ADR ...............       25,767          25,740
      1,500  China Unicom Ltd., ADR ....       11,942          11,775
        200  Cosmote Mobile
               Telecommunications SA ...        3,702           4,012
      2,000  mm02 plc, ADR+ ............       45,106          47,140
        600  Mobile TeleSystems, ADR ...       79,902          83,106
        190  MobilOne Ltd. .............          218             212
      1,000  Nextel Communications Inc.,
               Cl. A+ ..................       29,399          30,000
      2,000  SK Telecom Co. Ltd., ADR ..       43,875          44,500
        200  SmarTone Telecommunications
               Holdings Ltd. ...........          207             224
        200  Telefonica Moviles SA, ADR         2,332           2,542
        200  Tim Hellas Telecommunications
               SA, ADR .................        3,316           3,750
        200  Total Access
               Communication plc+ ......          714             708
     15,000  United States Cellular Corp.+    678,525         671,400
      6,000  Vimpel-Communications, ADR+      195,027         216,840
        200  Virgin Mobile Holdings plc+          868             874
      2,000  Vodafone Group plc, ADR ...       54,542          54,760
                                          -----------    ------------
                                            1,250,123       1,276,108
                                          -----------    ------------
             TOTAL COMMON STOCKS .......   72,308,099      86,474,257
                                          -----------    ------------
             PREFERRED STOCKS -- 0.9%
             ENERGY AND UTILITIES: INTEGRATED -- 0.7%
      8,800  Cinergy Corp.,
               9.500% Cv. Pfd. .........      440,000         557,920
     15,000  Mirant Trust I,
               6.250% Cv. Pfd.,
               Ser. A+ (a) .............      432,655         156,000
                                          -----------    ------------
                                              872,655         713,920
                                          -----------    ------------
             TELECOMMUNICATIONS -- 0.2%
      4,000  Cincinnati Bell Inc.,
               6.750% Cv. Pfd.,
               Ser. B ..................      163,992         163,000
                                          -----------    ------------
              TOTAL PREFERRED STOCKS ...    1,036,647         876,920
                                          -----------    ------------
 PRINCIPAL
  AMOUNT
 ---------
             CONVERTIBLE BONDS -- 0.7%
             ENERGY AND UTILITIES: ELECTRIC -- 0.4%
 $  450,000  AES Corp., Sub. Deb. Cv.,
               4.500%, 08/15/05 ........      413,893         454,500
                                          -----------    ------------

                 See accompanying notes to financial statements.

                                        6


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

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

             CONVERTIBLE BONDS (CONTINUED)
             TELECOMMUNICATIONS -- 0.3%
 $  300,000  Nortel Networks Corp., Cv.,
               4.250%, 09/01/08 ........  $   291,774    $    293,250
                                          -----------    ------------
             TOTAL CONVERTIBLE BONDS ...      705,667         747,750
                                          -----------    ------------
             U.S.  GOVERNMENT  OBLIGATIONS -- 12.5%
 12,736,365  U.S.  Treasury   Bills,
               1.794% to 2.202%++,
               01/20/05 to 03/17/05 ....   12,736,365      12,737,083
                                          -----------    ------------
             TOTAL INVESTMENTS -- 98.7%.  $86,786,778     100,836,010
                                          ===========
             OTHER ASSETS AND LIABILITIES (NET) -- 1.3%     1,378,146
                                                         ------------
             NET ASSETS -- 100.0% .....................  $102,214,156
                                                         ============
- ----------
             For Federal tax purposes:
             Aggregate cost ...........................  $ 87,025,596
                                                         ============
             Gross unrealized appreciation ............  $ 14,716,996
             Gross unrealized depreciation ............      (906,582)
                                                         ------------
             Net unrealized
              appreciation (depreciation) .............  $ 13,810,414
                                                         ============
- ----------
(a)   Security  in  default.
+     Non-income producing security.
++    Represents  annualized yield at date of purchase.
ADR - American  Depository Receipt.

                 See accompanying notes to financial statements.

                                        7


                           THE GABELLI UTILITIES FUND

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

ASSETS:
  Investments, at value (cost $86,786,778).. $100,836,010
  Cash .....................................          743
  Dividends and interest receivable ........      148,213
  Receivable for Fund shares sold ..........    1,465,868
  Other assets .............................        5,443
                                             ------------
  TOTAL ASSETS .............................  102,456,277
                                             ------------
LIABILITIES:
  Payable for Fund shares redeemed .........       53,735
  Payable for investment advisory fees .....       80,959
  Payable for distribution fees ............       24,983
  Other accrued expenses and liabilities ...       82,444
                                             ------------
  TOTAL LIABILITIES ........................      242,121
                                             ------------
  NET ASSETS applicable to 12,246,392
    shares outstanding ..................... $102,214,156
                                             ============
NET ASSETS CONSIST OF:
  Shares of beneficial interest, at
    $0.001 par value ....................... $     12,246
  Additional paid-in capital ...............   90,144,737
  Accumulated net realized loss
   on investments ..........................   (1,992,153)
  Net unrealized appreciation on investments   14,049,326
                                             ------------
  NET ASSETS ............................... $102,214,156
                                             ============
SHARES OF BENEFICIAL INTEREST:
  CLASS AAA:
  Net Asset Value, offering and redemption
    price per share ($81,470,808 / 9,748,728
    shares outstanding) ....................        $8.36
                                                    =====
  CLASS A:
  Net Asset Value and redemption price per
    share ($10,164,620 / 1,212,387
    shares outstanding) ....................        $8.38
                                                    =====
  Maximum offering price per share (NAV / 0.9425,
    based on maximum sales charge of 5.75%
    of the offering price) .................        $8.89
                                                    =====
  CLASS B:
  Net Asset Value and offering price per share
    ($333,313 / 40,634 shares outstanding)..        $8.20(a)
                                                    =====
  CLASS C:
  Net Asset Value and offering price per share
    ($10,245,415 / 1,244,643 shares outstanding)    $8.23(a)
                                                    =====
- ----------
(a) Redemption price varies based on the length of time held.


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

INVESTMENT INCOME:
  Dividends (net of foreign taxes
    of $18,137) ............................ $  2,118,486
  Interest .................................      197,870
                                             ------------
  TOTAL INVESTMENT INCOME ..................    2,316,356
                                             ------------
EXPENSES:
  Investment advisory fees .................      628,457
  Distribution fees -- Class AAA ...........      148,178
  Distribution fees -- Class A .............        4,619
  Distribution fees -- Class B .............        2,968
  Distribution fees -- Class C .............       14,304
  Shareholder services fees ................       68,095
  Recovery of reimbursed expenses (see Note 3)     66,719
  Shareholder communications expenses ......       56,632
  Registration fees ........................       51,119
  Legal and audit fees .....................       31,338
  Trustees' fees ...........................       25,500
  Custodian fees ...........................       17,300
  Miscellaneous expenses ...................       39,998
                                             ------------
  TOTAL EXPENSES ...........................    1,155,227
                                             ------------
  NET INVESTMENT INCOME ....................    1,161,129
                                             ------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
  Net realized gain on investments .........      163,412
  Net change in unrealized appreciation/
    depreciation on investments ............    8,946,173
                                             ------------
  NET REALIZED AND UNREALIZED GAIN
    ON INVESTMENTS .........................    9,109,585
                                             ------------
  NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ........................ $ 10,270,714
                                             ============

                 See accompanying notes to financial statements.

                                        8


                           THE GABELLI UTILITIES FUND

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




                                                                                  YEAR ENDED           YEAR ENDED
                                                                               DECEMBER 31, 2004    DECEMBER 31, 2003
                                                                               -----------------    -----------------
                                                                                                
OPERATIONS:
  Net investment income ......................................................   $  1,161,129         $   521,878
  Net realized gain/(loss) on investments ....................................        163,412            (295,760)
  Net change in unrealized appreciation/depreciation on investments ..........      8,946,173           6,636,854
                                                                                 ------------         -----------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .......................     10,270,714           6,862,972
                                                                                 ------------         -----------
DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income
    Class AAA ................................................................     (1,083,750)           (513,031)
    Class A ..................................................................        (39,396)             (2,529)
    Class B ..................................................................         (5,664)             (2,460)
    Class C ..................................................................        (32,816)             (3,858)
                                                                                 ------------         -----------
                                                                                   (1,161,626)           (521,878)
                                                                                 ------------         -----------
  Net realized gains
    Class AAA ................................................................       (125,338)                 --
    Class A ..................................................................         (4,556)                 --
    Class B ..................................................................           (655)                 --
    Class C ..................................................................         (3,795)                 --
                                                                                 ------------         -----------
                                                                                     (134,344)                  --
                                                                                 ------------         -----------
  Return of capital
    Class AAA ................................................................     (5,119,985)         (2,646,786)
    Class A ..................................................................       (186,117)            (13,048)
    Class B ..................................................................        (26,759)            (12,689)
    Class C ..................................................................       (155,031)            (19,907)
                                                                                 ------------         -----------
                                                                                   (5,487,892)         (2,692,430)
                                                                                 ------------         -----------
  TOTAL DISTRIBUTIONS TO SHAREHOLDERS ........................................     (6,783,862)         (3,214,308)
                                                                                 ------------         -----------
SHARES OF BENEFICIAL INTEREST TRANSACTIONS:
  Class AAA ..................................................................     34,873,967          26,732,440
  Class A ....................................................................      9,616,331             278,094
  Class B ....................................................................        255,354              74,045
  Class C ....................................................................      9,765,972             262,280
                                                                                 ------------         -----------
  NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS..     54,511,624          27,346,859
                                                                                 ------------         -----------
  REDEMPTION FEES ............................................................          4,853                  --
                                                                                 ------------         -----------
  NET INCREASE IN NET ASSETS .................................................     58,003,329          30,995,523
NET ASSETS:
  Beginning of period ........................................................     44,210,827          13,215,304
                                                                                 ------------         -----------
  End of period ..............................................................   $102,214,156         $44,210,827
                                                                                 ============         ===========



                 See accompanying notes to financial statements.

                                        9


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


1.  ORGANIZATION.  The Gabelli  Utilities Fund (the "Fund") was organized on May
18, 1999 as a Delaware  statutory  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 commenced  operations on August 31,
1999.  The Fund's  primary  objective is to provide a high level of total return
through a combination of capital appreciation and current income.

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.

REPURCHASE  AGREEMENTS.  The Fund may  enter  into  repurchase  agreements  with
primary  government  securities dealers recognized by the Federal Reserve Board,
with member banks of the Federal Reserve System or with other brokers or dealers
that meet credit  guidelines  established  by the  Adviser  and  reviewed by the
Board.  Under  the  terms of a  typical  repurchase  agreement,  the Fund  takes
possession  of an  underlying  debt  obligation  subject to an obligation of the
seller to repurchase,  and the Fund to resell,  the obligation at an agreed-upon
price and time, thereby  determining the yield during the Fund's holding period.
The Fund will


                                       10


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


always  receive and  maintain  securities  as  collateral  whose  market  value,
including accrued interest,  will be at least equal to 102% of the dollar amount
invested  by the Fund in each  agreement.  The Fund will make  payment  for such
securities  only upon physical  delivery or upon evidence of book entry transfer
of the  collateral  to the  account of the  custodian.  To the  extent  that any
repurchase  transaction exceeds one business day, the value of the collateral is
marked-to-market on a daily basis to maintain the adequacy of the collateral. If
the seller  defaults and the value of the  collateral  declines or if bankruptcy
proceedings   are  commenced  with  respect  to  the  seller  of  the  security,
realization of the collateral by the Fund may be delayed or limited.

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.

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  gains as  determined  in
accordance with Federal income tax regulations, which may differ from income and
capital gains as determined under U.S. generally accepted accounting principles.
These differences are primarily due to differing  treatments of income and gains
on  various  investment  securities  held by the Fund,  timing  differences  and
differing characterizations of distributions made by the Fund.

These book/tax  differences  are either temporary or permanent in nature. To the
extent these differences are permanent,  adjustments are made to the appropriate
equity accounts in the period that the differences arise.

For the year ended  December 31, 2004,  reclassifications  were made to decrease
accumulated  net investment  loss by $497 and decrease  accumulated net realized
loss on  investments  by $133,847  with an  offsetting  adjustment to additional
paid-in capital.  These  reclassifications have no impact on the net asset value
of the  Fund and the  calculation  of net  investment  income  per  share in the
financial highlights excludes these adjustments.

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

                                                YEAR ENDED         YEAR ENDED
                                            DECEMBER 31, 2004  DECEMBER 31, 2003
                                            -----------------  -----------------
   DISTRIBUTIONS PAID FROM:
   Ordinary income (inclusive of gains) .....  $1,295,970         $  521,878
   Non-taxable return of capital ............   5,487,892          2,692,430
                                               ----------         ----------
   Total distributions paid .................  $6,783,862         $3,214,308
                                               ==========         ==========

                                       11


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


PROVISION  FOR  INCOME  TAXES.  The Fund  intends  to  continue  to qualify as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986,  as  amended  (the  "Code").  It is the 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.

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

  Capital loss carryforward ...............................   $(1,753,335)
  Net unrealized appreciation on investments
    and payables and receivables ..........................    13,810,508
                                                              -----------
  Total accumulated gain ..................................   $12,057,173
                                                              ===========

The Fund has a net capital loss  carryforward for Federal income tax purposes at
December 31, 2004 of $1,753,335.  This capital loss carryforward is available to
reduce  future  required  distributions  of net capital  gains to  shareholders.
$954,200  of the loss  carryforward  is  available  through  2008;  $655,271  is
available  through  2009;  $54,818 is  available  through  2010;  and $89,046 is
available  through 2011. For the year ended December 31, 2004, the Fund utilized
net capital loss carryforwards of $134,344.

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.  The  Adviser
contractually  agreed to waive management fees and/or reimburse  expenses of the
Fund to the extent necessary to maintain the annualized total operating expenses
for Class AAA,  Class A, Class B and Class C at 2.00%,  2.00%,  2.75% and 2.75%,
respectively,  of  average  daily net  assets.  The Fund is obliged to repay the
Adviser for a period of two fiscal years  following the fiscal year in which the
Adviser  reimbursed  the Fund only to the extent that the operating  expenses of
the Fund fall below 2.00%,  2.00%,  2.75% and 2.75% of average  daily net assets
for Class AAA, Class A, Class B and Class C Shares,  respectively.  For the year
ended  December 31, 2004, the Fund repaid the Adviser  $66,719,  the full amount
due to the Adviser.

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
$59,214,289 and $9,467,626, respectively.

6. 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


                                       12


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


sales charge (CDSC) upon redemption within six years of 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.

Effective  November 1, 2004, the Fund imposed a redemption fee of 2.00% on Class
AAA,  Class A, Class B and Class C Shares that are redeemed or exchanged  within
60 days after the date of a purchase.  The  redemption  fee is deducted from the
proceeds otherwise payable to the redeeming  shareholders and is retained by the
Fund.  The  redemption  fees retained by the Fund during the year ended December
31, 2004 amounted to $4,853.

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 ........................................  6,962,962      $ 55,861,448       5,923,852     $ 44,009,746
Shares issued upon reinvestment of dividends .......    577,703         4,627,738         328,032        2,417,958
Shares redeemed .................................... (3,209,195)      (25,615,219)     (2,732,761)     (19,695,264)
                                                      ---------      ------------       ---------     ------------
    Net increase ...................................  4,331,470      $ 34,873,967       3,519,123     $ 26,732,440
                                                      =========      ============       =========     ============
                                                                 CLASS A                          CLASS A
                                                      ---------------------------       --------------------------
Shares sold ........................................  1,196,763      $  9,794,869          38,458     $    281,490
Shares issued upon reinvestment of dividends .......     13,991           114,955           1,314            9,989
Shares redeemed ....................................    (36,423)         (293,493)         (1,716)         (13,385)
                                                      ---------      ------------       ---------     ------------
    Net increase ...................................  1,174,331      $  9,616,331          38,056     $    278,094
                                                      =========      ============       =========     ============
                                                                 CLASS B                          CLASS B
                                                      ---------------------------       --------------------------
Shares sold ........................................     37,151      $    299,078          37,131     $    272,522
Shares issued upon reinvestment of dividends .......        535             4,218           1,256            8,313
Shares redeemed ....................................     (5,937)          (47,942)        (29,502)        (206,790)
                                                      ---------      ------------       ---------     ------------
    Net increase ...................................     31,749      $    255,354           8,885     $     74,045
                                                      =========      ============       =========     ============
                                                                 CLASS C                          CLASS C
                                                      ---------------------------       --------------------------
Shares sold ........................................  1,213,943      $  9,827,615          42,520     $    293,831
Shares issued upon reinvestment of dividends .......     12,114            97,528           3,146           23,475
Shares redeemed ....................................    (19,910)         (159,171)         (7,170)         (55,026)
                                                      ---------      ------------       ---------     ------------
    Net increase ...................................  1,206,147      $  9,765,972          38,496     $    262,280
                                                      =========      ============       =========     ============



                                       13


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


7.  TRANSACTIONS  WITH AFFILIATES.  During the year ended December 31, 2004, the
Fund paid  brokerage  commissions  of $87,765  to  Gabelli & Company.  Gabelli &
Company has informed the Fund that it received  commissions  (sales  charges and
underwriting  fees)  from  investors  on sales of Fund  shares in the  amount of
$70,275.

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  $29,000 in
connection  with the cost of  computing  the  Fund's net asset  value,  which is
included in miscellaneous expenses in the Statement of Operations.

8. CONCENTRATION  RISKS. The Fund invests a high percentage of its assets in the
utilities  sector.  As a result,  the Fund may be more  susceptible to economic,
political, and regulatory developments, positive or negative, and may experience
increased volatility to the Fund's net asset value and a magnified effect in its
total return.

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.


                                       14


THE GABELLI UTILITIES 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    Return of     Total
 December 31    of Period     Income(a)    Investments    Operations     Income    Investments   Capital  Distributions
- ------------   ----------    ----------   -------------   ----------   ----------  -----------  --------- -------------
                                                                                   
CLASS AAA
   2004           $8.03       $0.15          $1.02           $1.17      $(0.13)       $(0.02)    $(0.69)    $(0.84)
   2003            6.96        0.14           1.77            1.91       (0.14)         --        (0.70)     (0.84)
   2002            9.13        0.22          (1.55)          (1.33)      (0.22)         --        (0.62)     (0.84)
   2001           11.72        0.11          (1.86)          (1.75)      (0.11)         --        (0.73)     (0.84)
   2000           10.89        0.89           0.83            1.72       (0.89)         --          --       (0.89)
CLASS A+
   2004           $8.06       $0.19          $0.97           $1.16      $(0.11)       $(0.01)    $(0.72)    $(0.84)
   2003            6.96        0.13           1.81            1.94       (0.13)         --        (0.71)     (0.84)
CLASS B+
   2004           $7.96       $0.08          $1.00           $1.08      $(0.08)       $(0.01)    $(0.75)    $(0.84)
   2003            6.96        0.12           1.72            1.84       (0.12)         --        (0.72)     (0.84)
CLASS C+
   2004           $7.98       $0.11          $0.98           $1.09      $(0.06)       $(0.01)    $(0.77)    $(0.84)
   2003            6.96        0.08           1.78            1.86       (0.08)         --        (0.76)     (0.84)






                                                                   RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
                                                     ---------------------------------------------------------------------
                            Net Asset                Net Assets                 Operating          Operating
  Period                      Value,                   End of        Net        Expenses          Expenses       Portfolio
   Ended        Redemption    End of      Total        Period    Investment      Net of             Before        Turnover
 December 31      Fees(a)     Period     Return++    (in 000's)    Income     Reimbursements   Reimbursements(c)    Rate
- ------------    ----------    ------   -----------   ----------  ----------   --------------   ----------------- ---------
                                                                                          
CLASS AAA
   2004          $0.00(b)    $ 8.36       15.6%       $81,471       1.85%         1.82%             1.82%            17%
   2003            --          8.03        29.5        43,526       1.92          2.00              2.00             39
   2002            --          6.96       (15.1)       13,215       2.91          2.00              2.64             41
   2001            --          9.13       (15.4)        9,727       1.02          2.00              2.49            110
   2000            --         11.72        16.4        13,281       8.31          2.00              2.88            215
CLASS A+
   2004          $0.00(b)    $ 8.38        15.4%      $10,165       2.30%         1.82%             1.82%            17%
   2003            --          8.06        29.9           307       1.67          2.00              2.00             39
CLASS B+
   2004          $0.00(b)    $ 8.20        14.5%        $ 333       1.08%         2.57%             2.57%            17%
   2003            --          7.96        28.4            71       1.72          2.75              2.75             39
CLASS C+
   2004          $0.00(b)    $ 8.23        14.6%      $10,245       1.33%         2.57%             2.57%            17%
   2003            --          7.98        28.7           307       1.11          2.75              2.75             39

- ----------
   + Class A, B and C Shares commenced operations on December 31, 2002.
  ++ 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 less than one year is not annualized.
 (a) Per share data is calculated using the average shares  outstanding  method.
 (b) Amount represents less than $0.005 per share.
 (c) Under an expense deferral  agreement with the Adviser,  the Fund repaid the
     Adviser $66,719 during 2004,  representing  previously  reimbursed expenses
     from the Adviser.  During the fiscal year ended December 31, 2004, had such
     payment  not been made,  the expense  ratio  would have been 1.71%,  1.71%,
     2.46% and 2.46% for Class AAA, Class A, Class B and Class C, respectively.

                 See accompanying notes to financial statements.

                                       15


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

To the Shareholders and Board of Trustees of
The Gabelli Utilities Fund

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of The Gabelli  Utilities Fund (the "Fund") as of
December 31, 2004,  and the related  statement of  operations  for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period  then  ended,  and the  financial  highlights  for  each  of the  periods
indicated therein.  These financial  statements and financial highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the purpose of expressing an opinion on the  effectiveness of the Fund's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion. An audit also includes examining,  on a test basis, evidence supporting
the  amounts  and   disclosures  in  the  financial   statements  and  financial
highlights,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
Our  procedures  included  confirmation  of securities  owned as of December 31,
2004, by correspondence  with the Fund's custodian and brokers.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Gabelli  Utilities  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
indicated  therein,  in  conformity  with  U.S.  generally  accepted  accounting
principles.

                                                           /s/ ERNST & YOUNG LLP
New York, New York
February 11, 2005

- --------------------------------------------------------------------------------
                 2004 TAX NOTICE TO SHAREHOLDERS (Unaudited)
For the fiscal year ended  December  31,  2004,  the Fund paid to  shareholders,
ordinary income dividends (comprised of net investment income) totaling $0.1471,
$0.1235, $0.0872 and $0.0697 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.  Additionally,  81% of the  distributions  paid in 2004 were a
nontaxable return of capital which should be deducted from the cost basis of the
securities held as of the payment date.

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 5.36%. 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 Utilities 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.
- --------------------------------------------------------------------------------
                                       16


THE GABELLI UTILITIES 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 Utilities Fund Trustees and is
available,  without charge, upon request, by calling 800-GABELLI  (800-422-3554)
or by writing to The Gabelli  Utilities  Fund at One Corporate  Center,  Rye, NY
10580-1422.



                         TERM OF       NUMBER OF
NAME, POSITION(S)      OFFICE AND    FUNDS IN FUND
    ADDRESS 1            LENGTH OF  COMPLEX OVERSEEN      PRINCIPAL OCCUPATION(S)                     OTHER DIRECTORSHIPS
    AND AGE           TIME SERVED 2    BY TRUSTEE         DURING PAST FIVE YEARS                       HELD BY TRUSTEE 4
- --------------        ------------ ----------------      -----------------------                      ------------------
                                                                                                  
INTERESTED TRUSTEES3:
- -------------------
MARIO J. GABELLI       Since 1999        24        Chairman of the Board, Chief Executive          Director of Morgan Group
Trustee                                            Officer of Gabelli Asset Management Inc. and    Holdings, Inc.
Age: 62                                            Chief Investment Officer of Gabelli Funds, LLC  (holding company)
                                                   and GAMCO Investors, Inc.; Vice Chairman and
                                                   Chief Executive Officer of Lynch Interactive
                                                   Corporation (multimedia and services)

KARL OTTO POHL         Since 1999        34        Member of the Shareholder Committee of          Director of Gabelli
Trustee                                            Sal Oppenheim Jr. & Cie (private investment     Asset Management Inc.
Age: 75                                            bank); Former President of the Deutsche         (investment management);
                                                   Bundesbank and Chairman of its Central Bank     Chairman, Incentive
                                                   Council (1980-1991)                             Capital and Incentive
                                                                                                   Asset Management
                                                                                                   (Zurich);  Director at
                                                                                                   Sal Oppenheim Jr. & Cie,
                                                                                                   Zurich
NON-INTERESTED TRUSTEES:
- -----------------------
ANTHONY J. COLAVITA    Since 1999        36        President and Attorney at Law in the law firm              --
Trustee                                            of Anthony J. Colavita, P.C.
Age: 69

VINCENT D. ENRIGHT     Since 1999        13        Former Senior Vice President and Chief          Director of Aphton
Trustee                                            Financial Officer of KeySpan Energy             Corporation
Age: 61                                            Corporation                                     (biopharmaceutical
                                                                                                   company)

MARY E. HAUCK          Since 2000         6        Retired Senior Manager of the Gabelli O'Connor             --
Trustee                                            Fixed Income Mutual Funds Management Company
Age: 62

WERNER J. ROEDER, MD   Since 1999        26        Medical Director of Lawrence Hospital and                  --
Trustee                                            practicing private physician
Age: 64



                                       17


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




                         TERM OF       NUMBER OF
NAME, POSITION(S)      OFFICE AND    FUNDS IN FUND
    ADDRESS 1            LENGTH OF  COMPLEX OVERSEEN      PRINCIPAL OCCUPATION(S)                     OTHER DIRECTORSHIPS
    AND AGE           TIME SERVED 2    BY TRUSTEE         DURING PAST FIVE YEARS                       HELD BY TRUSTEE 4
- --------------        ------------ ----------------      -----------------------                      ------------------
                                                                                                  
OFFICERS:
BRUCE N. ALPERT        Since 2003        --        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 1999        --        Vice President, General Counsel and Secretary              --
Secretary                                          of Gabelli Asset Management Inc. since 1999 and
Age: 41                                            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 Asset            --
Chief Compliance Officer                           Management Inc. since February 2004; Vice President
Age: 51                                            of Goldman Sachs Asset Management from November
                                                   2000 through January 2004; Deputy General
                                                   Counsel at Gabelli Asset Management Inc. from
                                                   February 1998 through November 2000




- ----------
   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 Agreement 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.  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.
   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.

                                       18



                           THE GABELLI UTILITIES 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                     Mary E. Hauck
CHAIRMAN AND CHIEF                        (RETIRED) SENIOR PORTFOLIO MANAGER
INVESTMENT OFFICER                        GABELLI-O'CONNOR FIXED INCOME
GABELLI ASSET MANAGEMENT INC.             MUTUAL FUND MANAGEMENT CO.

Anthony J. Colavita                       Karl Otto Pohl
ATTORNEY-AT-LAW                           FORMER PRESIDENT
ANTHONY J. COLAVITA, P.C.                 DEUTSCHE BUNDESBANK

Vincent D. Enright                        Werner J. Roeder, MD
FORMER SENIOR VICE PRESIDENT              MEDICAL DIRECTOR
AND CHIEF FINANCIAL OFFICER               LAWRENCE HOSPITAL
KEYSPAN ENERGY CORP.


                                    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  Utilities  Fund. It is not authorized for  distribution  to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
GAB470Q404SR



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  Vincent D.  Enright 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 $20,300 in
        2004 and $19,000 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 $3,600 in 2004 and $3,400
        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 $68,600 in 2004 and $62,400 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.

There have been no material  changes to the procedures by which the shareholders
may  recommend  nominees  to the  registrant's  Board of  Trustees,  where those
changes were  implemented  after the  registrant  last  provided  disclosure  in
response to the  requirements  of Item  7(d)(2)(ii)(G)  of Schedule  14A (17 CFR
240.14a-101), or this Item.


ITEM 11. CONTROLS AND PROCEDURES.

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


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


ITEM 12. EXHIBITS.

   (a)(1)  Code of ethics, 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.   0000935069-04-000463).

   (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 Utilities 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.