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: June 30, 2005
                                               -------------

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.


                           THE GABELLI UTILITIES FUND

                               SEMI-ANNUAL REPORT
                                  JUNE 30, 2005


TO OUR SHAREHOLDERS,

      During the second quarter of 2005, the Gabelli Utilities Fund (the "Fund")
rose 6.6%, while the Standard & Poor's ("S&P") 500 Utility Index was up 9.3% and
the Lipper Utility Fund Average rose 7.30%.  For the six month period ended June
30,  2005,  the Fund was up 8.9% versus gains of 15.2% and 10.0% for the S&P 500
Utility Index and the Lipper Utility Fund Average, respectively.

      Enclosed are the financial  statements and the investment  portfolio as of
June 30, 2005.

COMPARATIVE RESULTS
- --------------------------------------------------------------------------------
                AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2005 (A)
                ------------------------------------------------


                                                                                                               Since
                                                                          Year to                            Inception
                                                                Quarter    Date    1 Year   3 Year  5 Year   (8/31/99)
                                                                -------    ----    ------   ------  ------   ---------
                                                                                            
  GABELLI UTILITIES FUND CLASS AAA ............................  6.57%     8.91%   21.42%   12.45%   5.63%    9.16%
  S&P 500 Utility Index .......................................  9.31     15.24    37.98    13.80    4.01     3.89
  Lipper Utility Fund Average .................................  7.30     10.00    30.25    14.50    1.83     3.84
  Class A .....................................................  6.43      8.88    21.35    12.51    5.66     9.19
                                                                 0.31(b)   2.64(b) 14.41(b) 10.30(b) 4.42(b)  8.09(b)
  Class B .....................................................  6.34      8.59    20.52    11.70    5.20     8.78
                                                                 1.34(c)   3.59(c) 15.52(c) 10.89(c) 4.87(c)  8.55(c)
  Class C .....................................................  6.32      8.55    20.60    11.80    5.26     8.83
                                                                 5.32(c)   7.55(c) 19.60(c) 11.80(c) 5.26(c)  8.83(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  RETURNS FOR PERIODS LESS
     THAN ONE YEAR ARE NOT  ANNUALIZED.  THE VALUE OF UTILITY  STOCKS  CHANGE 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.
     CLASS B SHARES ARE NOT AVAILABLE FOR NEW PURCHASES.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
We  have  separated  the  portfolio  manager's  commentary  from  the  financial
statements  and  investment  portfolio due to corporate  governance  regulations
stipulated by the  Sarbanes-Oxley  Act of 2002. We have done this to ensure that
the content of the portfolio manager's commentary is unrestricted. The financial
statements and investment  portfolio are mailed separately.  Both the commentary
and the financial  statements,  including the portfolio of investments,  will be
available on our website at www.gabelli.com/funds.
- --------------------------------------------------------------------------------



THE GABELLI UTILITIES FUND
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
For the Six Month Period from January 1, 2005 through June 30, 2005
                                                                   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),  and  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 six months  ended June 30,
2005.

                   Beginning        Ending      Annualized   Expenses
                 Account Value   Account Value    Expense   Paid During
                   01/01/05        06/30/05        Ratio      Period*
- --------------------------------------------------------------------------------
GABELLI UTILITIES FUND
- --------------------------------------------------------------------------------
ACTUAL FUND RETURN
Class AAA          $1,000.00      $1,089.10        1.47%     $ 7.61
Class A            $1,000.00      $1,088.80        1.47%     $ 7.61
Class B            $1,000.00      $1,085.90        2.22%     $11.48
Class C            $1,000.00      $1,085.50        2.22%     $11.48

HYPOTHETICAL 5% RETURN
Class AAA          $1,000.00      $1,017.50        1.47%     $ 7.35
Class A            $1,000.00      $1,017.50        1.47%     $ 7.35
Class B            $1,000.00      $1,013.79        2.22%     $11.08
Class C            $1,000.00      $1,013.79        2.22%     $11.08

*    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
     365.

                                        2



SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED)

The  following  table  presents  portfolio  holdings  as a percent  of total net
assets.

GABELLI UTILITIES FUND

Energy and Utilities: Integrated .................   40.3%
Energy and Utilities: Electric ...................   19.7%
U.S. Government Obligations ......................   12.0%
Energy and Utilities: Natural Gas ................   10.0%
Cable and Satellite ..............................    4.8%
Telecommunications ...............................    4.0%
Entertainment ....................................    2.5%
Energy and Utilities: Oil ........................    1.9%
Wireless Communications ..........................    1.5%
Computer Software and Services ...................    0.9%
Energy and Utilities: Water ......................    0.5%
Transportation ...................................    0.4%
Metals and Mining ................................    0.1%
Other Assets and Liabilities - Net ...............    1.4%
                                                    ------
                                                    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 LAST OF WHICH WAS
FILED FOR THE  QUARTER  ENDING  MARCH 31,  2005.  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  without charge,  upon
request,  (i) by  calling  800-GABELLI  (800-422-3554);  (ii) by  writing to The
Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) by visiting
the Securities and Exchange Commission's website at www.sec.gov.

                                       3



THE GABELLI UTILITIES FUND
SCHEDULE OF INVESTMENTS -- JUNE 30, 2005 (UNAUDITED)
- --------------------------------------------------------------------------------

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

             COMMON STOCKS -- 85.4%
             CABLE AND SATELLITE -- 4.8%
     30,000  Cablevision Systems Corp.,
               Cl. A+ .................. $    787,605    $    966,000
     12,000  Cogeco Cable Inc. .........      248,655         265,426
     40,000  Cogeco Inc. ...............      777,563         876,918
     20,000  Comcast Corp., Cl. A+ .....      638,470         614,000
     50,000  DIRECTV Group Inc.+ .......      861,324         775,000
     77,000  EchoStar Communications
               Corp., Cl. A ............    2,396,899       2,321,550
     25,000  Insight Communications
               Co. Inc., Cl. A+ ........      239,308         276,250
     29,702  Liberty Global Inc., Cl A+     1,254,626       1,386,179
      6,000  Mediacom Communications
               Corp., Cl. A+ ...........       35,001          41,220
     75,000  Rogers Communications Inc.,
               Cl. B ...................    2,008,921       2,466,000
      1,000   Shaw Communications Inc.,
               Cl. B, New York .........       16,985          20,770
                                         ------------    ------------
                                            9,265,357      10,009,313
                                         ------------    ------------
             COMPUTER SOFTWARE AND SERVICES -- 0.9%
     50,000  Storage Technology Corp.+      1,820,396       1,814,500
                                         ------------    ------------
             ENERGY AND UTILITIES: ELECTRIC -- 19.5%
     90,000  AES Corp.+ ................      434,950       1,474,200
    205,000  Allegheny Energy Inc.+ ....    2,255,704       5,170,100
     26,000  ALLETE Inc. ...............      865,004       1,297,400
     60,000  American Electric
               Power Co. Inc. ..........    2,101,931       2,212,200
     30,000  Cleco Corp. ...............      608,816         647,100
    120,000  DPL Inc. ..................    2,908,871       3,294,000
      6,000  DTE Energy Co. ............      240,835         280,620
     70,000  Duquesne Light Holdings Inc.   1,131,131       1,307,600
     52,000  Edison International ......      671,304       2,108,600
     80,000  El Paso Electric Co.+ .....      963,137       1,636,000
    160,000  Electric Power Development
               Co. Ltd. ................    4,680,039       4,630,782
    148,000  FPL Group Inc. ............    5,497,916       6,224,880
     90,000  Great Plains Energy Inc. ..    2,583,899       2,870,100
     30,000  Green Mountain Power Corp..      682,200         895,200
    100,000  Pepco Holdings Inc. .......    2,029,206       2,394,000
     35,000  Pinnacle West Capital Corp.    1,513,477       1,555,750
      6,500  TXU Corp. .................      110,193         540,085
      3,000  UIL Holdings Corp. ........      124,810         161,430
     70,000  Unisource Energy Corp. ....    1,641,096       2,152,500
                                         ------------    ------------
                                           31,044,519      40,852,547
                                         ------------    ------------
             ENERGY AND UTILITIES: INTEGRATED -- 39.7%
     25,000  Alliant Energy Corp. ......      566,406         703,750
     40,000  Ameren Corp. ..............    1,841,934       2,212,000
    720,000  Aquila Inc.+ ..............    2,439,112       2,599,200
      3,500  Areva .....................    1,475,044       1,495,571

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

     33,000  Black Hills Corp. ......... $    973,139    $  1,216,050
     22,500  CH Energy Group Inc. ......      983,888       1,094,175
     24,000  Chubu Electric Power Co. Inc.    574,288         575,602
     24,000  Chugoku Electric
               Power Co. Inc. .........       457,538         468,488
    100,000  Cinergy Corp. .............    4,024,413       4,482,000
    110,000  CMS Energy Corp.+ .........      735,229       1,656,600
     42,000  Consolidated Edison Inc. ..    1,815,654       1,967,280
     22,000  Constellation Energy Group       704,631       1,269,180
     47,000  Duke Energy Corp. .........      899,917       1,397,310
    230,000  El Paso Corp. .............    2,118,265       2,649,600
     12,000  Empire District Electric Co.     278,855         287,520
    130,000  Enel SpA ..................      888,729       1,132,706
      2,000  Energias de Portugal SA, ADR      59,120          50,160
     75,000  Energy East Corp. .........    1,604,380       2,173,500
      4,000  Entergy Corp. .............      152,640         302,200
     43,000  FirstEnergy Corp. .........    1,531,999       2,068,730
     28,200  Florida Public Utilities Co.     492,924         536,082
     75,000  Hawaiian Electric
               Industries Inc. .........    1,929,553       2,010,750
    100,000  Hera SpA ..................      174,312         278,638
     12,000  Hokkaido Electric
               Power Co. Inc. ..........      238,323         245,604
     24,000  Hokuriku Electric Power Co.      442,615         457,668
      2,000  Iberdrola SA ..............       46,240          52,811
     96,000  Kansai Electric Power Co. Inc  1,925,246       1,930,214
     45,000  Korea Electric Power
               Corp., ADR .............       669,628         705,150
     24,000  Kyushu Electric Power Co. Inc    503,470         521,504
     32,000  Maine & Maritimes Corp. ...      985,650         784,000
     44,390  MGE Energy Inc. ...........    1,475,025       1,614,908
     40,000  Mirant Corp.+ .............       58,080          20,480
     10,000  National Grid Transco plc,
               ADR .....................      386,405         487,700
     40,500  NiSource Inc. .............      879,696       1,001,565
    105,000  Northeast Utilities .......    1,980,479       2,190,300
     83,000  NSTAR .....................    1,905,618       2,558,890
    140,000  OGE Energy Corp. ..........    3,661,255       4,051,600
      1,000  Ormat Technologies Inc. ...       15,000          19,100
     31,800  Otter Tail Corp. ..........      836,051         869,094
     28,000  PG&E Corp. ................      365,349       1,051,120
     17,500  PPL Corp. .................      669,063       1,039,150
     85,000  Progress Energy Inc. ......    3,636,699       3,845,400
     50,000  Public Service Enterprise
               Group Inc. .............     2,522,462       3,041,000
     30,000  SCANA Corp. ...............    1,223,194       1,281,300
     90,000  Scottish Power plc ........      691,224         800,620
     40,000  Scottish Power plc, ADR ...    1,267,354       1,424,000
     24,000  Shikoku Electric Power
               Co. Inc. ................      473,574         478,226
     80,800  Southern Co. ..............    2,598,025       2,801,336
     30,000  TECO Energy Inc. ..........      458,758         567,300
    140,000  Tohoku Electric Power
               Co. Inc. ................    2,470,795       2,985,303
     32,000  Tokyo Electric Power
               Co. Inc. ................      782,090         763,141

                 See accompanying notes to financial statements.

                                        4



THE GABELLI UTILITIES FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2005 (UNAUDITED)
- --------------------------------------------------------------------------------

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

             COMMON STOCKS (CONTINUED)
             ENERGY AND UTILITIES: INTEGRATED (CONTINUED)
     60,000  Vectren Corp. ............. $  1,645,112    $  1,723,800
    130,000  Westar Energy Inc. ........    2,558,013       3,123,900
     70,000  Wisconsin Energy Corp. ....    2,224,841       2,730,000
     50,000  WPS Resources Corp. .......    2,661,155       2,812,500
    140,000  Xcel Energy Inc. ..........    2,370,239       2,732,800
                                         ------------    ------------
                                           71,348,698      83,338,576
                                         ------------    ------------
             ENERGY AND UTILITIES: NATURAL GAS -- 10.0%
     95,000  Atmos Energy Corp. ........    2,568,047       2,736,000
     16,000  Cascade Natural Gas Corp. .      329,312         328,000
     38,300  Chesapeake Utilities Corp.       981,460       1,170,065
     20,000  Energen Corp. .............      239,277         701,000
     38,000  KeySpan Corp. .............    1,374,217       1,546,600
     40,000  Laclede Group Inc. ........    1,200,335       1,270,400
     77,000  National Fuel Gas Co. .....    1,950,116       2,226,070
     15,000  Nicor Inc. ................      388,552         617,550
     67,000  ONEOK Inc. ................    1,555,299       2,187,550
     32,000  Peoples Energy Corp. ......    1,382,676       1,390,720
     35,000  Piedmont Natural Gas Co. Inc.    833,090         840,700
     27,200  SEMCO Energy Inc.+ ........      146,023         162,928
      2,000  Snam Rete Gas SpA .........       10,804          10,710
      4,000  South Jersey Industries Inc.     191,860         244,480
     50,000  Southern Union Co.+ .......      871,322       1,227,500
    170,000  Southwest Gas Corp. .......    4,213,198       4,336,700
                                          -----------      ----------
                                           18,235,588      20,996,973
                                          -----------      ----------
             ENERGY AND UTILITIES: OIL -- 1.9%
     50,000  Kaneb Services LLC ........    2,160,520       2,164,000
      6,000  Murphy Oil Corp. ..........      269,557         313,380
     25,000  Unocal Corp. ..............    1,417,511       1,626,250
                                         ------------    ------------
                                            3,847,588       4,103,630
                                         ------------    ------------
             ENERGY AND UTILITIES: WATER -- 0.5%
      3,000  American States Water Co...       75,431          88,110
      3,000  Aqua America Inc. .........       78,190          89,220
      1,000  California Water Service
               Group ..................        34,715          37,540
      5,333  Middlesex Water Co. .......       91,735         103,567
     16,000  Pennichuck Corp. ..........      286,405         305,920
      6,000  SJW Corp. .................      219,961         282,060
      2,000  Veolia Environnement ......       68,803          75,199
      1,100  York Water Co. ............       20,544          23,254
                                         ------------    ------------
                                              875,784       1,004,870
                                         ------------    ------------
             ENTERTAINMENT -- 2.5%
     50,000  Time Warner Inc.+ .........      898,799         835,500
    140,000  Vivendi Universal SA, ADR..    4,377,460       4,386,200
                                         ------------    ------------
                                            5,276,259       5,221,700
                                         ------------    ------------

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

             METALS AND MINING -- 0.1%
     11,000  Compania de Minas
               Buenaventura SA, ADR .... $    260,300    $    252,890
                                         ------------    ------------
             TELECOMMUNICATIONS -- 3.6%
    150,000  AT&T Corp. ................    2,852,150       2,856,000
     16,000  BellSouth Corp. ...........      476,849         425,120
        200  Hutchison Telecommunications
               International Ltd.+ .....          163             198
    100,000  MCI Inc. ..................    2,508,103       2,571,000
        200  Mobistar SA ...............       18,055          16,724
        200  PT Indosat Tbk ............          128             113
     10,000  SBC Communications Inc. ...      267,899         237,500
     20,000  Sprint Corp. ..............      474,697         501,800
        600  Tele2 AB, Cl. B ...........        8,180           5,645
      4,000  Telecom Italia SpA, ADR ...      137,085         125,240
      4,500  Telephone & Data Systems Inc.    184,848         183,645
      7,500  Telephone & Data Systems Inc.,
               Special ................       300,104         287,550
      8,000  Verizon Communications Inc.      296,320         276,400
                                         ------------    ------------
                                            7,524,581       7,486,935
                                         ------------    ------------
             TRANSPORTATION -- 0.4%
     20,000  Overnite Corp. ............      851,660         859,600
                                         ------------    ------------
             WIRELESS COMMUNICATIONS -- 1.5%
      5,000  America Movil SA de CV,
               Cl. L, ADR ..............      253,766         298,050
      7,000  China Mobile (Hong Kong)
               Ltd., ADR ...............      115,527         130,130
      7,000  China Unicom Ltd., ADR ....       58,187          58,660
      2,000  Cosmote Mobile
               Telecommunications SA ...       36,555          36,547
      2,400  Mobile TeleSystems, ADR ...       79,902          80,760
        190  MobileOne Ltd. ............          218             246
     20,000  O2 plc+ ...................       45,106          48,824
     10,000  SK Telecom Co. Ltd., ADR ..      204,963         204,000
        200  SmarTone Telecommunications
               Holdings Ltd. ...........          207             220
      2,000  Telefonica Moviles SA, ADR        23,200          21,220
        200  Tim Hellas Telecommunications
               SA, ADR .................        3,316           3,794
        200  Total Access
               Communication plc+ .......         715             640
     41,000  United States Cellular Corp.+  1,906,494       2,047,540
      4,000  Vimpel-Communications,
               ADR+ .....................     123,051         136,120
      1,000  Virgin Mobile Holdings plc         4,222           4,622
      6,000  Vodafone Group plc, ADR ...      156,362         145,920
                                         ------------    ------------
                                            3,011,791       3,217,293
                                         ------------    ------------
             TOTAL COMMON STOCKS .......  153,362,521     179,158,827
                                         ------------    ------------

                 See accompanying notes to financial statements.

                                        5



THE GABELLI UTILITIES FUND
SCHEDULE OF INVESTMENTS (CONTINUED) -- JUNE 30, 2005 (UNAUDITED)
- --------------------------------------------------------------------------------

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

             CONVERTIBLE PREFERRED STOCKS -- 0.8%
             ENERGY AND UTILITIES: INTEGRATED -- 0.6%
        800  El Paso Corp.,
               4.990% Cv. Pfd.+ (b) ....  $   758,731     $   849,654
     15,000  Mirant Trust I, 6.250% Cv.
               Pfd., Ser. A+ (a) .......      432,655         318,750
                                         ------------    ------------
                                            1,191,386       1,168,404
                                         ------------    ------------
             TELECOMMUNICATIONS -- 0.2%
     11,400  Cincinnati Bell Inc.,
               6.750% Cv. Pfd., Ser. B        477,317         514,140
                                         ------------    ------------
             TOTAL CONVERTIBLE
               PREFERRED STOCKS ........    1,668,703       1,682,544
                                         ------------    ------------
    PRINCIPAL
     AMOUNT
     ------
             CONVERTIBLE BONDS -- 0.4%
             ENERGY AND UTILITIES: ELECTRIC -- 0.2%
 $  450,000  AES Corp., Sub. Deb. Cv.,
               4.500%, 08/15/05 ........      442,602         452,250
                                         ------------    ------------
             TELECOMMUNICATIONS -- 0.2%
    400,000  Nortel Networks Corp., Cv.,
               4.250%, 09/01/08 ........      384,704         375,000
                                         ------------    ------------
             TOTAL CONVERTIBLE BONDS ...      827,306         827,250
                                         ------------    ------------

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

             U.S.  GOVERNMENT  OBLIGATIONS -- 12.0%
$25,227,000  U.S.  Treasury Bills,
               2.637% to 3.221%++,
               07/07/05 to 10/20/05 .... $ 25,101,139    $ 25,100,657
                                         ------------    ------------
             TOTAL INVESTMENTS
                -- 98.6% ............... $180,959,669     206,769,278
                                         ============
             OTHER ASSETS AND LIABILITIES (NET) -- 1.4%     3,036,509
                                                         ------------
             NET ASSETS -- 100.0% ....................   $209,805,787
                                                         ============
- ----------
 (a) Security in default.
 (b) Security exempt from registration  under Rule 144A of the Securities Act of
     1933, as amended.  These  securities may be resold in  transactions  exempt
     from registration,  normally to qualified institutional buyers. At June 30,
     2005, the Rule 144A  securities are considered  liquid and the market value
     amounted to $849,654 or 0.4% of total net assets.
 +   Non-income producing security.
 ++  Represents annualized yield at date of purchase.
 ADR American Depository Receipt




                 See accompanying notes to financial statements.

                                        6



                                                THE GABELLI UTILITIES FUND

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2005 (UNAUDITED)
- --------------------------------------------------------------------------------

ASSETS:
  Investments, at value (cost $180,959,669) ................  $206,769,278
  Cash .....................................................        29,516
  Dividends and interest receivable ........................       531,420
  Receivable from investments sold .........................           259
  Receivable for Fund shares sold ..........................     3,074,396
  Other assets .............................................         2,492
                                                              ------------
  TOTAL ASSETS .............................................   210,407,361
                                                              ------------
LIABILITIES:
  Payable for investments purchased ........................       309,127
  Payable for Fund shares redeemed .........................        43,260
  Payable for investment advisory fees .....................       157,906
  Payable for distribution fees ............................        68,469
  Other accrued expenses and liabilities ...................        22,812
                                                              ------------
  TOTAL LIABILITIES ........................................       601,574
                                                              ------------
  NET ASSETS applicable to 24,347,362
    shares outstanding .....................................  $209,805,787
                                                              ============
NET ASSETS CONSIST OF:
  Shares of beneficial interest, at $0.001
    par value ..............................................  $     24,347
  Additional paid-in capital ...............................   185,970,280
  Accumulated net realized loss on
    investments and foreign currency
    transactions ...........................................    (1,992,153)
  Net unrealized appreciation on investments ...............    25,809,609
  Net unrealized depreciation on foreign
    currency translations ..................................        (6,296)
                                                              ------------
  NET ASSETS ...............................................  $209,805,787
                                                              ============
SHARES OF BENEFICIAL INTEREST:
  CLASS AAA:
  Net Asset Value, offering and redemption price
    per share ($116,222,746 / 13,426,341 shares
    outstanding; unlimited number of shares
    authorized of $0.001 par value) ........................         $8.66
                                                                     =====
  CLASS A:
  Net Asset Value and redemption price per
    share ($39,397,283 / 4,536,738 shares
    outstanding; unlimited number of shares
    authorized of $0.001 par value) ........................         $8.68
                                                                     =====
  Maximum offering price per share (NAV / 0.9425,
    based on maximum sales charge of 5.75%
    of the offering price) .................................         $9.21
                                                                     =====
  CLASS B:
  Net Asset Value and offering price per share
    ($329,439 / 38,958 shares outstanding;
    unlimited number of shares authorized of
    $0.001 par value) ......................................         $8.46(a)
                                                                     =====
  CLASS C:
  Net Asset Value and offering price per share
    ($53,856,319 / 6,345,325 shares outstanding;
    unlimited number of shares authorized of
    $0.001 par value) ......................................         $8.49(a)
                                                                     =====
- ----------
(a) Redemption price varies based on the length of time held.


STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
- --------------------------------------------------------------------------------

INVESTMENT INCOME:
  Dividends (net of foreign taxes of $43,911) ..............   $ 2,017,073
  Interest .................................................       287,873
                                                               -----------
  TOTAL INVESTMENT INCOME ..................................     2,304,946
                                                               -----------
EXPENSES:
  Investment advisory fees .................................       740,038
  Distribution fees -- Class AAA ...........................       120,521
  Distribution fees -- Class A .............................        26,794
  Distribution fees -- Class B .............................         1,638
  Distribution fees -- Class C .............................       149,138
  Shareholder services fees ................................        40,804
  Shareholder communications expenses ......................        25,194
  Registration fees ........................................        21,016
  Custodian fees ...........................................        16,573
  Legal and audit fees .....................................        14,439
  Trustees' fees ...........................................        12,146
  Miscellaneous expenses ...................................        29,793
                                                               -----------
  TOTAL EXPENSES ...........................................     1,198,094
  Less: Custodian fee credits ..............................          (550)
                                                               -----------
  TOTAL NET EXPENSES .......................................     1,197,544
                                                               -----------
  NET INVESTMENT INCOME ....................................     1,107,402
                                                               -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS AND FOREIGN CURRENCY:
  Net realized gain on investments .........................     1,189,129
  Net realized loss on foreign currency
    transactions ...........................................          (688)
  Net change in unrealized appreciation/
    depreciation on investments and foreign
    currency translations ..................................    11,753,987
                                                               -----------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS AND FOREIGN CURRENCY .......................    12,942,428
                                                               -----------
  NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS ........................................   $14,049,830
                                                               ===========

                 See accompanying notes to financial statements.

                                        7



                           THE GABELLI UTILITIES FUND

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


                                                                               SIX MONTHS ENDED
                                                                                 JUNE 30, 2005         YEAR ENDED
                                                                                  (UNAUDITED)       DECEMBER 31, 2004
                                                                                ---------------     -----------------
                                                                                                    
OPERATIONS:
  Net investment income .....................................................     $ 1,107,402         $ 1,161,129
  Net realized gain on investments and foreign currency transactions ........       1,188,441             163,412
  Net change in unrealized appreciation/depreciation on investments and
    foreign currency translations ...........................................      11,753,987           8,946,173
                                                                                 ------------        ------------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................      14,049,830          10,270,714
                                                                                 ------------        ------------
DISTRIBUTIONS TO SHAREHOLDERS:
  Net investment income
    Class AAA ...............................................................        (700,007)         (1,083,750)
    Class A .................................................................        (167,812)            (39,396)
    Class B .................................................................          (2,367)             (5,664)
    Class C .................................................................        (237,216)            (32,816)
                                                                                 ------------        ------------
                                                                                   (1,107,402)         (1,161,626)
                                                                                 ------------        ------------
  Net realized gains
    Class AAA ...............................................................        (751,234)*          (125,338)
    Class A .................................................................        (180,092)*            (4,556)
    Class B .................................................................          (2,540)*              (655)
    Class C .................................................................        (254,575)*            (3,795)
                                                                                 ------------        ------------
                                                                                   (1,188,441)           (134,344)
                                                                                 ------------        ------------
  Return of capital
    Class AAA ...............................................................      (3,510,518)*        (5,119,985)
    Class A .................................................................        (841,572)*          (186,117)
    Class B .................................................................         (11,872)*           (26,759)
    Class C .................................................................      (1,189,629)*          (155,031)
                                                                                 ------------        ------------
                                                                                   (5,553,591)         (5,487,892)
                                                                                 ------------        ------------
  TOTAL DISTRIBUTIONS TO SHAREHOLDERS .......................................      (7,849,434)         (6,783,862)
                                                                                 ------------        ------------
SHARES OF BENEFICIAL INTEREST TRANSACTIONS:
    Class AAA ...............................................................      30,881,664          34,873,967
    Class A .................................................................      28,155,348           9,616,331
    Class B .................................................................         (13,488)            255,354
    Class C .................................................................      42,348,986           9,765,972
                                                                                 ------------        ------------
  NET INCREASE IN NET ASSETS FROM SHARES OF BENEFICIAL INTEREST TRANSACTIONS      101,372,510          54,511,624
                                                                                 ------------        ------------
  REDEMPTION FEES ...........................................................          18,725               4,853
                                                                                 ------------        ------------
  NET INCREASE IN NET ASSETS ................................................     107,591,631          58,003,329

NET ASSETS:
  Beginning of period .......................................................     102,214,156          44,210,827
                                                                                 ------------        ------------
  End of period .............................................................    $209,805,787        $102,214,156
                                                                                 ============        ============


- ----------
*   Based on fiscal year to date book  income. Amounts are subject to change and
    recharacterization at fiscal year end.

                 See accompanying notes to financial statements.

                                        8


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

                                        9



THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
agreed-upon  price and time,  thereby  determining  the yield  during the Fund's
holding  period.  The Fund  will  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 year ended December 31, 2004
was as follows:


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

                                       10



THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
PROVISION  FOR  INCOME  TAXES.  The Fund  intends  to  continue  to qualify as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (the  "Code").  It is the policy of the Fund to comply with the
requirements  of the Code  applicable to regulated  investment  companies and to
distribute  substantially  all of its net investment  company taxable income and
net capital gains. Therefore, no provision for Federal income taxes is required.

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 foreign 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.
However,  to the  extent  that  distributions  are in excess  of net  investment
company  taxable income and/or net capital gain, a portion of such excess may be
deemed taxable to the extent of the Fund's  earnings and profits for the taxable
year.  $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.

The following  summarizes  the tax cost of  investments  and related  unrealized
appreciation (depreciation) at June 30, 2005:


                                                 GROSS             GROSS         NET UNREALIZED
                                              UNREALIZED        UNREALIZED        APPRECIATION/
                                 COST        APPRECIATION      DEPRECIATION      (DEPRECIATION)
                                 ----        ------------      ------------      --------------
                                                                         
      Investments .......... $181,217,973     $26,659,884      $(1,108,579)       $25,551,305


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 its  average  daily net  assets.  In
accordance  with the  Advisory  Agreement,  the  Adviser  provides a  continuous
investment program for the Fund's portfolio,  oversees the administration of all
aspects of the Fund's  business  and  affairs and pays the  compensation  of all
Officers and Trustees of the Fund who are the Adviser's 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.

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 six months ended June 30, 2005, other than short term securities, aggregated
$97,754,816 and $10,422,394, respectively.

                                       11



THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
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  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.  The Board has approved
Class I Shares which have not been offered publicly.

Effective  June 15, 2005,  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 on or
before the seventh day after the date of a  purchase.  (Prior to June 15,  2005,
the Fund  imposed a  redemption  fee on shares that were  redeemed or  exchanged
within the  sixtieth day after the date of a purchase.)  The  redemption  fee is
deducted from the proceeds  otherwise payable to the redeeming  shareholders and
is retained by the Fund. The redemption fees retained by the Fund during the six
months ended June 30, 2005 amounted to $18,725.

The redemption fee does 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 to implement such systems.

Transactions in shares of beneficial interest were as follows:

 


                                                         SIX MONTHS ENDED
                                                           JUNE 30, 2005                      YEAR ENDED
                                                            (UNAUDITED)                    DECEMBER 31, 2004
                                                     ----------------------------     ----------------------------
                                                      SHARES            AMOUNT          SHARES             AMOUNT
                                                     --------          --------        --------           --------
                                                             CLASS AAA                        CLASS AAA
                                                     ----------------------------     ----------------------------
                                                                                              
Shares sold .......................................   4,721,206      $ 39,599,873       6,962,962     $ 55,861,448
Shares issued upon reinvestment of dividends ......     387,963         3,243,790         577,703        4,627,738
Shares redeemed ...................................  (1,431,556)      (11,961,999)     (3,209,195)     (25,615,219)
                                                     ----------      ------------      ----------     ------------
  Net increase ....................................   3,677,613      $ 30,881,664       4,331,470     $ 34,873,967
                                                     ==========      ============      ==========     ============
                                                                 CLASS A                          CLASS A
                                                     ----------------------------     ----------------------------
Shares sold .......................................   3,326,476      $ 28,172,970       1,196,763     $  9,794,869
Shares issued upon reinvestment of dividends ......      61,577           518,100          13,991          114,955
Shares redeemed ...................................     (63,702)         (535,722)        (36,423)        (293,493)
                                                     ----------      ------------      ----------     ------------
  Net increase ....................................   3,324,351      $ 28,155,348       1,174,331     $  9,616,331
                                                     ==========      ============      ==========     ============
                                                                 CLASS B                          CLASS B
                                                     ----------------------------     ----------------------------
Shares sold .......................................         955      $      8,016          37,151     $    299,078
Shares issued upon reinvestment of dividends ......         221             1,797             535            4,218
Shares redeemed ...................................      (2,852)          (23,301)         (5,937)         (47,942)
                                                     ----------      ------------      ----------     ------------
  Net increase (decrease) .........................      (1,676)     $    (13,488)         31,749     $    255,354
                                                     ==========      ============      ==========     ============
                                                                 CLASS C                          CLASS C
                                                     ----------------------------     ----------------------------
Shares sold .......................................   5,151,157      $ 42,760,404       1,213,943     $  9,827,615
Shares issued upon reinvestment of dividends ......      77,001           634,317          12,114           97,528
Shares redeemed ...................................    (127,476)       (1,045,735)        (19,910)        (159,171)
                                                     ----------      ------------      ----------     ------------
  Net increase ....................................   5,100,682      $ 42,348,986       1,206,147     $  9,765,972
                                                     ==========      ============      ==========     ============


                                       12



THE GABELLI UTILITIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
7. TRANSACTIONS WITH AFFILIATES.  During the six months ended June 30, 2005, the
Fund paid  brokerage  commissions  of $136,065  to Gabelli & Company.  Gabelli &
Company has informed the Fund that it received  commissions  (sales  charges and
underwriting fees) from investors on sales and redemptions of Fund shares during
the six months ended June 30, 2005 in the amount of $181,913.

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
six months  ended June 30,  2005,  the Fund  reimbursed  the Adviser  $22,500 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 for documents and
testimony.  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.


                                       13



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
   2005 (d)     $8.36       $0.07          $0.65          $0.72      $(0.06)      $ (0.06)      $(0.30)      $(0.42)
   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 +
   2005 (d)     $8.38       $0.07          $0.65          $0.72      $(0.06)      $ (0.06)      $(0.30)      $(0.42)
   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 +
   2005 (d)     $8.20       $0.03          $0.65          $0.68      $(0.06)      $ (0.06)      $(0.30)      $(0.42)
   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 +
   2005 (d)     $8.23       $0.04          $0.64          $0.68      $(0.06)      $ (0.06)      $(0.30)      $(0.42)
   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(e)  Reimbursements(f)   Rate
- -----------       -------    ------   --------   ----------   ------     -----------------  -----------------  -------
                                                                                          
CLASS AAA
   2005 (d)       $0.00(c)   $8.66       8.9%    $116,223      1.62%(b)       1.47%(b)           1.47%(b)         8%
   2004            0.00(c)    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 +
   2005 (d)       $0.00(c)   $8.68       8.9%    $ 39,397      1.69%(b)       1.47%(b)           1.47%(b)         8%
   2004            0.00(c)    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 +
   2005 (d)       $0.00(c)   $8.46       8.6%      $  330      0.84%(b)       2.22%(b)           2.22%(b)         8%
   2004            0.00(c)    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 +
   2005 (d)       $0.00(c)   $8.49       8.6%     $ 53,856     0.98%(b)       2.22%(b)           2.22%(b)         8%
   2004            0.00(c)    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  the  period  of  less  than  one  year is not
     annualized.
(a)  Per share data is calculated using the average shares outstanding method.
(b)  Annualized.
(c)  Amount represents less than $0.005 per share.
(d)  For the six months ended June 30, 2005, unaudited.
(e)  The ratios do not include a reduction of expenses for custodian fee credits
     on cash balances  maintained  with the custodian.  For the six months ended
     June 30, 2005, the effect of the custodian fee credits was minimal.
(f)  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.


                                       14



                           THE GABELLI UTILITIES FUND

           BOARD CONSIDERATION AND RE-APPROVAL OF MANAGEMENT AGREEMENT

At its meeting on February 16, 2005, the Board of Trustees ("Board") of the Fund
approved the continuation of the investment  advisory agreement with the Adviser
for  the  Fund  on  the  basis  of  the  recommendation  by  the  trustees  (the
"independent  trustees")  who are not  "interested  persons"  of the  Fund.  The
following  paragraphs  summarize the material information and factors considered
by the  independent  trustees  as well as  their  conclusions  relative  to such
factors.

NATURE,  EXTENT AND QUALITY OF SERVICES.  The  independent  trustees  considered
information regarding the Adviser's portfolio managers, the depth of the analyst
pool  available  to the  Adviser  and  the  portfolio  managers,  the  scope  of
supervisory,  administrative,  shareholder  and  other  services  supervised  or
provided by the Adviser and the absence of significant service problems reported
to the Board. The independent  trustees noted the experience,  length of service
and reputation of the portfolio managers.

INVESTMENT PERFORMANCE.  The independent trustees reviewed the short, medium and
long-term performance of the Fund since inception against a peer group of sector
funds.  The trustees  noted that the Fund's  performance  had been  declining in
comparison to its peer group from top quartile over medium and long term periods
to lowest quartile in the most recent period.

PROFITABILITY.  The independent trustees reviewed summary data regarding the low
level of profitability  after years of profitability of the Fund to the Adviser.
The  trustees  also  noted that an  affiliated  broker of the  Adviser  received
distribution fees and minor amounts of sales commissions.

ECONOMIES OF SCALE. The independent trustees discussed the major elements of the
Adviser's  cost  structure and the  relationship  of those elements to potential
economies  of  scale.  The  independent  trustees  noted  that the  Fund  needed
significantly  more assets  before  economies  of scale could be  realized.  The
independent trustees agreed that the Adviser should gather and provide them with
information regarding possible ways of measuring potential economies of scale so
that they  would be in a  position  to review  this  potential  issue in greater
detail if the Fund grew substantially.

SHARING  OF  ECONOMIES  OF  SCALE.  The  independent  trustees  noted  that  the
investment  management  fee schedule for the Fund does not take into account any
potential  economies  of scale  that may  develop  or any  losses or  diminished
profitability to the Adviser in prior years.

SERVICE AND COST  COMPARISONS.  The  independent  trustees  compared the expense
ratios of the  investment  management  fee, other expenses and total expenses of
the Fund to similar  expense  ratios of the peer group of sector funds and noted
that the Adviser's  management  fee includes  substantially  all  administrative
services of the Fund as well as investment Advisory services of the Adviser. The
trustees  noted that the Fund's  expense ratios were average and the Fund's size
was below average within this group. The trustees also noted that the management
fee  waiver  structure  was the same as that in effect  for most of the  Gabelli
funds.  The  trustees  did not compare the  management  fee to the fee for other
types of accounts managed by an affiliated adviser.

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

                                       15


                           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                           FORMER SENIOR PORTFOLIO MANAGER
EXECUTIVE 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 D. Goldstein
CHIEF COMPLIANCE OFFICER


                                   DISTRIBUTOR
                             Gabelli & Company, Inc.


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


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

- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli  Utilities  Fund. It is not authorized for  distribution  to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
GAB470Q205SR



                                                              [GRAPGHIC OMITTED]
                                                                Mario J. Gabelli

THE
GABELLI
UTILITIES
FUND










                                                              SEMI-ANNUAL REPORT
                                                                   JUNE 30, 2005



ITEM 2. CODE OF ETHICS.

Not applicable.



ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.



ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.



ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.



ITEM 6. 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)   Not applicable.


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

     (a)(3)   Not applicable.

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


                                   SIGNATURES

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

(registrant) The Gabelli Utilities Fund
            --------------------------------------------------------------------

By (Signature and Title)*  /s/ Bruce N. Alpert
                         -------------------------------------------------------
                  Bruce N. Alpert, Principal Executive Officer

Date     September 7, 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     September 7, 2005
    ----------------------------------------------------------------------------



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