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 811-05848
                                                     ---------

                           The Gabelli Value Fund Inc.
           ---------------------------------------------------------
               (Exact name of registrant as specified in charter)

                              One Corporate Center
                            Rye, New York 10580-1422
           ---------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 Bruce N. Alpert
                               Gabelli Funds, LLC
                              One Corporate Center
                            Rye, New York 10580-1422
           ---------------------------------------------------------
                     (Name and address of agent for service)

       registrant's telephone number, including area code: 1-800-422-3554
                                                           --------------

                      Date of fiscal year end: December 31
                                               -----------

                   Date of reporting period: December 31, 2007
                                             -----------------



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

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


ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.


                           THE GABELLI VALUE FUND INC.

                                  ANNUAL REPORT
                                DECEMBER 31, 2007

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,  2007 with a  description  of  factors  that  affected  the
performance during the past year.

PERFORMANCE DISCUSSION (UNAUDITED)

In 2007,  the Gabelli  Value Fund posted a return of 4.63%  versus 5.49% for the
S&P 500. The most profitable  areas of investment for the Fund were  Industrials
(+26%) and  Consumer  Staples  (+23%).  Two S&P sectors were down for the year -
Financials (-19%) and Consumer  Discretionary  (-13%). The benefit of the Fund's
relative  underweighting of Financials (6% for the Fund vs. 21% for the S&P) was
largely offset by its overweighting of Consumer  Discretionary (41% for the Fund
vs. 10% for the S&P).  The Fund was also hurt by its  underweighting  in Energy.
Superior stock selection across the board aided the Fund's relative performance,
however.

      Many of the  Fund's  best  performing  stocks in 2007  related  to oil and
agriculture.  Flowserve  (+91%) (1.6% of net assets as of December 31, 2007),  a
valve  supplier to the oil and gas  industry,  was the single  largest  positive
contributor to performance.  Agricultural  stocks Mosaic Co. (+342%) (0.3%), CNH
Global (141%) (0.7%),  Monsanto (113%) (0.1%),  and Deere & Co (96%) (0.8%) were
strong.  A handful of media  stocks  performed  well during the year,  including
Discovery  Holding  (+56%) (1.1%),  Rogers  Communications  (+52%)  (2.1%),  and
Liberty Global (+34%) (1.2%).  Finally,  two long-time holdings of the Fund were
the subjects of completed  buyouts during the year.  Blackstone  Group purchased
Hilton Hotels for $47.50 per share while the Carlyle Group purchased Sequa Corp.
for $175 per share.

      It was a difficult  year for many of the Fund's  largest  holdings.  Media
General  (-43%) (2.2%)  continued to suffer from a secular  decline in newspaper
stocks while Sprint  Corp.  (-30%)  (2.3%) has had  difficulty  integrating  its
acquisition  of Nextel Corp.  A collapse in U.S.  cable  valuations  led to poor
performances  by Time  Warner  (-24%)  (2.5%)  and  Cablevision  (-14%)  (5.1%).
Meanwhile,  cyclical weakness has begun to impact our large positions,  American
Express (-14%) (3.3%) and CBS Corp. (-14%) (3.6%).

                                                  Sincerely yours,

                                                  /s/ Bruce N. Alpert
                                                  Bruce N. Alpert
                                                  President
February 22, 2008



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

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]



              Gabelli Value Fund Class A Shares    S&P 500 Index   Consumer Price Index +10%
                                                                   
 9/29/1989                 $ 9,450                    $10,000               $ 10,000
12/31/1989                 $ 9,648                    $10,205               $ 11,460
12/31/1990                 $ 9,109                    $ 9,888               $ 13,305
12/31/1991                 $10,505                    $12,893               $ 15,048
12/31/1992                 $11,838                    $13,875               $ 16,989
12/31/1993                 $16,508                    $15,270               $ 19,147
12/31/1994                 $16,508                    $15,470               $ 21,578
12/31/1995                 $20,214                    $21,277               $ 24,276
12/31/1996                 $21,980                    $26,160               $ 27,504
12/31/1997                 $32,581                    $34,884               $ 30,723
12/31/1998                 $40,150                    $44,860               $ 34,286
12/31/1999                 $52,966                    $54,295               $ 38,641
12/31/2000                 $48,808                    $49,354               $ 43,819
12/31/2001                 $51,453                    $43,491               $ 48,902
12/31/2002                 $43,247                    $33,884               $ 54,965
12/31/2003                 $57,029                    $43,598               $ 61,506
12/31/2004                 $64,318                    $48,337               $ 69,686
12/31/2005                 $64,208                    $50,710               $ 79,024
12/31/2006                 $78,135                    $58,712               $ 88,903
12/31/2007                 $81,753                    $61,936               $101,438


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, 2007 (a)



                                                                                                              Since
                                                                                                            Inception
                                      Quarter      1 Year     3 Year     5 Year     10 Year     15 Year     (9/29/89)
                                      -------      ------     ------     ------     -------     -------     ---------
                                                                                       
GABELLI VALUE FUND CLASS a ........    (5.75)%      4.63%      8.33%     13.58%      9.64%      13.75%      12.55%
                                      (11.17)(b)   (1.38)(b)   6.21(b)   12.25(b)    8.99(b)    13.30(b)    12.18(b)
S&P 500 Index .....................    (3.33)       5.49       8.61      12.82       5.91       10.49       10.51
The Consumer Price Index +10% .....    10.74       14.10      13.59      13.04      12.69       12.65       14.36
Class B ...........................    (5.91)       3.86       7.51      12.75       8.99       13.30       12.19
                                      (10.61)(c)   (1.14)(c)   6.64(c)   12.50(c)    8.99       13.30       12.19
Class C ...........................    (5.84)       3.99       7.53      12.75       9.02       13.33       12.20
                                       (6.79)(d)    2.99(d)    7.53      12.75       9.02       13.33       12.20


IN THE CURRENT  PROSPECTUS,  THE EXPENSE RATIOS FOR CLASS A, B, AND C SHARES ARE
1.41%, 2.16%, AND 2.16%, RESPECTIVELY.  THE MAXIMUM SALES CHARGE FOR CLASS A, B,
AND C SHARES IS 5.75%, 5.00%, AND 1.00%, RESPECTIVELY.

(a)   RETURNS  REPRESENT PAST  PERFORMANCE AND DO NOT GUARANTEE  FUTURE RESULTS.
      TOTAL RETURNS AND AVERAGE  ANNUAL RETURNS  REFLECT  CHANGES IN SHARE PRICE
      AND  REINVESTMENT  OF  DISTRIBUTIONS  AND ARE NET OF EXPENSES.  INVESTMENT
      RETURNS AND THE PRINCIPAL  VALUE OF AN  INVESTMENT  WILL  FLUCTUATE.  WHEN
      SHARES ARE  REDEEMED,  THEY MAY BE WORTH MORE OR LESS THAN THEIR  ORIGINAL
      COST.  PERFORMANCE  RETURNS  FOR  PERIODS  LESS  THAN  ONE  YEAR  ARE  NOT
      ANNUALIZED.   CURRENT   PERFORMANCE  MAY  BE  LOWER  OR  HIGHER  THAN  THE
      PERFORMANCE  DATA  PRESENTED.   VISIT   WWW.GABELLI.COM   FOR  PERFORMANCE
      INFORMATION AS OF THE MOST RECENT MONTH END.  INVESTORS  SHOULD  CAREFULLY
      CONSIDER THE INVESTMENT  OBJECTIVES,  RISKS,  CHARGES, AND EXPENSES OF THE
      FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE INFORMATION ABOUT THIS
      AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING.

      THE  CLASS A  SHARES'  NET ASSET  VALUES  ("NAV'S")  PER SHARE ARE USED TO
      CALCULATE  PERFORMANCE  FOR THE PERIODS  PRIOR TO THE  ISSUANCE OF CLASS B
      SHARES AND CLASS C SHARES ON MARCH 15, 2000.  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
      INDEX IS AN UNMANAGED INDICATOR OF STOCK MARKET PERFORMANCE.  THE CONSUMER
      PRICE INDEX IS A WIDELY  USED COST OF LIVING  BENCHMARK  PUBLISHED  BY THE
      BUREAU OF LABOR  STATISTICS  IN THE  DEPARTMENT  OF LABOR.  DIVIDENDS  ARE
      CONSIDERED REINVESTED EXCEPT FOR THE CONSUMER PRICE INDEX +10%. YOU CANNOT
      INVEST DIRECTLY IN AN INDEX.

(b)   THE MAXIMUM SALES CHARGE ON CLASS A SHARES IS 5.75%.

(c)   PERFORMANCE  RESULTS  INCLUDE THE DEFERRED  SALES  CHARGES FOR THE CLASS B
      SHARES UPON  REDEMPTION AT THE END OF THE QUARTER,  ONE YEAR,  THREE YEAR,
      AND FIVE YEAR PERIODS OF 5%, 5%, 3%, AND 2%,  RESPECTIVELY,  OF THE FUND'S
      NAV PER SHARE AT THE TIME OF PURCHASE OR SALE, WHICHEVER IS LOWER. CLASS B
      SHARES ARE NOT AVAILABLE FOR NEW PURCHASES.

(d)   PERFORMANCE  RESULTS  INCLUDE THE DEFERRED  SALES  CHARGES FOR THE CLASS C
      SHARES UPON REDEMPTION AT THE END OF THE QUARTER,  AND ONE YEAR PERIODS OF
      1% OF THE FUND'S NAV PER SHARE AT THE TIME OF PURCHASE OR SALE,  WHICHEVER
      IS LOWER.

- --------------------------------------------------------------------------------


                                        2



THE GABELLI VALUE FUND INC.
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
For the Six Month Period from July 1, 2007 through December 31, 2007

                                                                   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, 2007.



                              Beginning         Ending      Annualized     Expenses
                            Account Value   Account Value    Expense     Paid During
                               07/01/07        12/31/07       Ratio        Period*
- ------------------------------------------------------------------------------------
THE GABELLI VALUE FUND INC.
- ------------------------------------------------------------------------------------
                                                               
ACTUAL FUND RETURN
Class A                       $  1,000.00     $    951.30     1.39%        $    6.87
Class B                       $  1,000.00     $    948.20     2.14%        $   10.57
Class C                       $  1,000.00     $    948.30     2.14%        $   10.57

HYPOTHETICAL 5% RETURN
Class A                       $  1,000.00     $  1,018.30     1.39%        $    7.11
Class B                       $  1,000.00     $  1,014.50     2.14%        $   10.93
Class C                       $  1,000.00     $  1,014.50     2.14%        $   10.93


*     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.


                                        3



SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED)

The following table presents portfolio holdings as a percent of total net assets
as of December 31, 2007:

THE GABELLI VALUE FUND

Entertainment .......................................................    13.1%
Cable and Satellite .................................................    10.0%
Telecommunications ..................................................     7.0%
Broadcasting ........................................................     6.4%
Publishing ..........................................................     6.4%
Food and Beverage ...................................................     6.1%
Financial Services ..................................................     5.6%
Metals and Mining ...................................................     5.5%
Diversified Industrial ..............................................     5.2%
Consumer Products ...................................................     4.6%
Equipment and Supplies ..............................................     3.7%
Environmental Services ..............................................     2.8%
Energy and Utilities ................................................     2.7%
Electronics .........................................................     2.7%
U.S. Government Obligations .........................................     2.4%
Hotels and Gaming ...................................................     2.2%
Communications Equipment ............................................     1.6%
Machinery ...........................................................     1.5%
Automotive: Parts and Accessories ...................................     1.5%
Aerospace ...........................................................     1.3%
Consumer Services ...................................................     1.3%
Agriculture .........................................................     1.2%
Specialty Chemicals .................................................     1.0%
Retail ..............................................................     0.9%
Aviation: Parts and Services ........................................     0.8%
Health Care .........................................................     0.8%
Real Estate .........................................................     0.6%
Business Services ...................................................     0.5%
Computer Software and Services ......................................     0.4%
Wireless Communications .............................................     0.4%
Automotive ..........................................................     0.1%
Manufactured Housing ................................................     0.1%
Transportation ......................................................     0.0%
Other Assets and Liabilities (Net) ..................................    (0.4)%
                                                                        -----
                                                                        100.0%
                                                                        =====

THE FUND FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SECURITIES AND
EXCHANGE  COMMISSION (THE "SEC") FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL
YEAR ON FORM N-Q,  THE LAST OF WHICH WAS FILED FOR THE QUARTER  ENDED  SEPTEMBER
30, 2007.  SHAREHOLDERS  MAY OBTAIN THIS  INFORMATION AT  WWW.GABELLI.COM  OR BY
CALLING THE FUND AT 800-GABELLI (800-422-3554). THE FUND'S FORM N-Q IS AVAILABLE
ON THE SEC'S WEBSITE AT  WWW.SEC.GOV  AND MAY ALSO BE REVIEWED AND COPIED AT THE
SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON,  DC.  INFORMATION ON THE OPERATION OF
THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330.

PROXY VOTING

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


                                        4



THE GABELLI VALUE FUND INC.
SCHEDULE OF INVESTMENTS -- DECEMBER 31, 2007
- --------------------------------------------------------------------------------



                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
              COMMON STOCKS -- 98.0%
              AEROSPACE -- 1.3%
      1,000   Lockheed Martin Corp. ............................   $      25,800   $     105,260
  1,000,000   Rolls-Royce Group plc+ ...........................       7,007,796      10,868,698
 40,400,000   Rolls-Royce Group plc, Cl. B .....................          81,830          88,462
                                                                   -------------   -------------
                                                                       7,115,426      11,062,420
                                                                   -------------   -------------
              AGRICULTURE -- 1.2%
    150,000   Archer-Daniels-Midland Co.........................       3,140,470       6,964,500
     28,000   The Mosaic Co.+ ..................................         370,018       2,641,520
                                                                   -------------   -------------
                                                                       3,510,488       9,606,020
                                                                   -------------   -------------
              AUTOMOTIVE -- 0.1%
     11,000   Navistar International Corp.+ ....................         338,106         596,200
                                                                   -------------   -------------
              AUTOMOTIVE: PARTS AND ACCESSORIES -- 1.5%
      2,000   BERU AG ..........................................         218,785         219,600
     38,000   China Yuchai International Ltd....................         300,576         376,580
    140,000   Dana Corp.+ ......................................         295,461           3,360
    250,000   Genuine Parts Co..................................       6,781,559      11,575,000
     20,000   Proliance International Inc.+ ....................          90,875          36,000
                                                                   -------------   -------------
                                                                       7,687,256      12,210,540
                                                                   -------------   -------------
              AVIATION: PARTS AND SERVICES -- 0.8%
     43,000   Curtiss-Wright Corp. .............................         764,822       2,158,600
    340,000   GenCorp Inc.+ ....................................       3,135,471       3,964,400
    281,800   The Fairchild Corp., Cl. A+ ......................       1,047,210         732,680
                                                                   -------------   -------------
                                                                       4,947,503       6,855,680
                                                                   -------------   -------------
              BROADCASTING -- 6.4%
  1,124,000   CBS Corp., Cl. A .................................      20,738,821      30,067,000
    150,000   Gray Television Inc...............................       1,634,112       1,203,000
    187,000   Liberty Media Corp. -
                 Capital, Cl. A+ ...............................      11,529,300      21,783,630
     25,000   Young Broadcasting Inc., Cl. A+ ..................         156,306          26,250
                                                                   -------------   -------------
                                                                      34,058,539      53,079,880
                                                                   -------------   -------------
              BUSINESS SERVICES -- 0.5%
     26,000   ChoicePoint Inc.+ ................................       1,041,447         946,920
    123,000   Intermec Inc.+ ...................................       2,775,530       2,498,130
     35,700   Nashua Corp.+ ....................................         295,578         414,834
     10,000   The Brink's Co. ..................................         583,378         597,400
                                                                   -------------   -------------
                                                                       4,695,933       4,457,284
                                                                   -------------   -------------
              CABLE AND SATELLITE -- 10.0%
    130,000   Adelphia Communications
                 Corp., Cl. A+ (a) .............................          91,925               0
    130,000   Adelphia Communications
                 Corp., Cl. A, Escrow+ (a) .....................               0               0
    130,000   Adelphia Recovery Trust+ (a) .....................               0               0
  1,735,000   Cablevision Systems Corp.,
                 Cl. A+ ........................................       7,066,676      42,507,500


                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
     38,000   Comcast Corp., Cl. A,
                 Special+ ......................................   $     855,690   $     688,560
    150,000   EchoStar Communications
                 Corp., Cl. A+ .................................       4,860,611       5,658,000
    250,000   Liberty Global Inc., Cl. A+ ......................       4,300,954       9,797,500
    385,000   Rogers Communications Inc.,
                 Cl. B .........................................       1,249,265      17,421,250
    285,000   The DIRECTV Group Inc.+ ..........................       5,106,399       6,589,200
                                                                   -------------   -------------
                                                                      23,531,520      82,662,010
                                                                   -------------   -------------
              COMMUNICATIONS EQUIPMENT -- 1.6%
     70,000   Alcatel-Lucent, ADR ..............................         764,285         512,400
    408,000   Corning Inc. .....................................       3,755,066       9,787,920
     30,000   Motorola Inc. ....................................         210,940         481,200
    190,000   Nortel Networks Corp.+ ...........................       4,511,914       2,867,100
                                                                   -------------   -------------
                                                                       9,242,205      13,648,620
                                                                   -------------   -------------
              COMPUTER SOFTWARE AND SERVICES -- 0.4%
      8,000   Alibaba.com Ltd.+ ................................          14,075          28,369
     60,000   Metavante Technologies Inc.+ .....................       1,413,592       1,399,200
     91,000   Yahoo! Inc.+ .....................................       2,671,171       2,116,660
                                                                   -------------   -------------
                                                                       4,098,838       3,544,229
                                                                   -------------   -------------
              CONSUMER PRODUCTS -- 4.6%
     75,000   Energizer Holdings Inc.+ .........................       1,759,542       8,409,750
        500   Givaudan SA ......................................         135,440         481,827
    125,000   Hartmarx Corp.+ ..................................         564,094         426,250
      3,000   National Presto Industries Inc. ..................          89,483         157,980
    157,000   Pactiv Corp.+ ....................................       1,509,648       4,180,910
  1,000,000   Swedish Match AB .................................      13,071,817      23,904,567
      3,000   Wolverine World Wide Inc. ........................          29,203          73,560
                                                                   -------------   -------------
                                                                      17,159,227      37,634,844
                                                                   -------------   -------------
              CONSUMER SERVICES -- 1.3%
     45,000   IAC/InterActiveCorp+ .............................       1,322,026       1,211,400
    300,000   Liberty Media Corp. -
                 Interactive, Cl. A+ ...........................       5,516,811       5,724,000
    180,000   Rollins Inc. .....................................         858,555       3,456,000
                                                                   -------------   -------------
                                                                       7,697,392      10,391,400
                                                                   -------------   -------------
              DIVERSIFIED INDUSTRIAL -- 5.2%
     47,000   Ampco-Pittsburgh Corp. ...........................         235,016       1,792,110
     24,000   Cooper Industries Ltd., Cl. A ....................         803,600       1,269,120
    182,000   Crane Co. ........................................       4,792,658       7,807,800
     45,000   Griffon Corp.+ ...................................         874,266         560,250
    313,000   Honeywell International Inc. .....................       9,171,187      19,271,410
    121,000   ITT Corp. ........................................       4,997,798       7,990,840
    217,000   Katy Industries Inc.+ ............................       1,621,018         434,000
      1,000   Pentair Inc. .....................................          31,908          34,810
     95,000   Tyco International Ltd. ..........................       4,332,327       3,766,750
                                                                   -------------   -------------
                                                                      26,859,778      42,927,090
                                                                   -------------   -------------


                 See accompanying notes to financial statements.


                                        5



THE GABELLI VALUE FUND INC.
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2007
- --------------------------------------------------------------------------------



                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
              COMMON STOCKS (CONTINUED)
              ELECTRONICS -- 2.7%
    200,000   LSI Corp.+ .......................................   $   1,178,577   $   1,062,000
    218,000   Texas Instruments Inc. ...........................       5,498,427       7,281,200
      5,000   Thermo Fisher Scientific Inc.+ ...................         115,249         288,400
    215,000   Thomas & Betts Corp.+ ............................       4,057,129      10,543,600
     75,000   Tyco Electronics Ltd. ............................       2,634,751       2,784,750
                                                                   -------------   -------------
                                                                      13,484,133      21,959,950
                                                                   -------------   -------------
              ENERGY AND UTILITIES -- 2.7%
      6,000   Allegheny Energy Inc..............................          74,092         381,660
     14,000   Chevron Corp. ....................................         848,670       1,306,620
    176,000   ConocoPhillips ...................................       4,857,622      15,540,800
      5,420   Mirant Corp.+ ....................................          25,619         211,272
    200,000   Mirant Corp., Escrow+ (a) ........................               0               0
    100,000   Northeast Utilities ..............................       1,922,987       3,131,000
     10,000   Puget Energy Inc. ................................         275,000         274,300
     40,000   Southwest Gas Corp. ..............................         959,676       1,190,800
                                                                   -------------   -------------
                                                                       8,963,666      22,036,452
                                                                   -------------   -------------
              ENTERTAINMENT -- 13.1%
      8,570   Chestnut Hill Ventures+ (a) ......................         233,241         241,246
    376,000   Discovery Holding Co., Cl. A+ ....................       4,606,452       9,452,640
     60,000   Dover Motorsports Inc. ...........................         309,314         393,000
  1,255,000   Gemstar-TV Guide
                 International Inc.+ ...........................       6,044,946       5,973,800
    315,000   Grupo Televisa SA, ADR ...........................       2,901,682       7,487,550
  1,230,000   Time Warner Inc. .................................      17,440,521      20,307,300
     40,000   Triple Crown Media Inc.+ .........................         395,708         189,200
  1,060,000   Viacom Inc., Cl. A+ ..............................      31,010,423      46,618,800
    385,000   Vivendi ..........................................       5,120,012      17,663,494
                                                                   -------------   -------------
                                                                      68,062,299     108,327,030
                                                                   -------------   -------------
              ENVIRONMENTAL SERVICES -- 2.8%
    358,000   Republic Services Inc. ...........................       4,404,114      11,223,300
    378,000   Waste Management Inc. ............................       8,900,994      12,349,260
                                                                   -------------   -------------
                                                                      13,305,108      23,572,560
                                                                   -------------   -------------
              EQUIPMENT AND SUPPLIES -- 3.7%
    210,000   CIRCOR International Inc. ........................       2,325,092       9,735,600
    140,000   Flowserve Corp. ..................................       1,842,358      13,468,000
     85,000   Gerber Scientific Inc.+ ..........................         578,987         918,000
    100,000   GrafTech International Ltd.+ .....................       1,250,825       1,775,000
    150,000   Watts Water
                 Technologies Inc., Cl. A ......................       2,155,289       4,470,000
                                                                   -------------   -------------
                                                                       8,152,551      30,366,600
                                                                   -------------   -------------
              FINANCIAL SERVICES -- 5.6%
    519,000   American Express Co. .............................      16,878,291      26,998,380
     45,000   Ameriprise Financial Inc. ........................       1,144,164       2,479,950
    175,000   Citigroup Inc. ...................................       8,381,663       5,152,000
     27,000   Deutsche Bank AG .................................       1,569,799       3,494,070
     14,000   H&R Block Inc. ...................................         279,248         259,980


                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
     20,000   Interactive Brokers
                 Group Inc., Cl. A+ ............................   $     528,142   $     646,400
     30,000   Legg Mason Inc....................................       2,454,647       2,194,500
     65,000   SLM Corp. ........................................       1,694,712       1,309,100
     22,000   The Bear Stearns
                 Companies Inc. ................................       2,086,949       1,941,500
    110,000   The Phoenix Companies Inc.........................       1,214,394       1,305,700
     15,000   Wells Fargo & Co. ................................         466,676         452,850
                                                                   -------------   -------------
                                                                      36,698,685      46,234,430
                                                                   -------------   -------------
              FOOD AND BEVERAGE -- 6.1%
      9,000   Cadbury Schweppes plc, ADR .......................         451,090         444,330
     20,000   Constellation Brands Inc.,
                 Cl. A+ ........................................         461,080         472,800
     15,000   Corn Products
              International Inc.................................         184,913         551,250
     40,000   Davide Campari-Milano SpA ........................         406,275         383,058
     40,000   Del Monte Foods Co................................         303,364         378,400
    208,000   Diageo plc, ADR ..................................       7,993,283      17,852,640
    100,000   Flowers Foods Inc.................................         533,974       2,341,000
    231,000   Fomento Economico
                 Mexicano SAB de CV, ADR .......................       2,825,162       8,817,270
     70,000   General Mills Inc.................................       3,596,140       3,990,000
     70,000   H.J. Heinz Co. ...................................       2,240,658       3,267,600
     70,000   Kerry Group plc, Cl. A ...........................         797,221       2,245,417
      2,000   Meiji Seika Kaisha Ltd. ..........................          10,116           8,504
    105,000   PepsiAmericas Inc.................................       1,513,475       3,498,600
     12,000   Pernod-Ricard SA .................................       2,664,369       2,773,806
     14,000   Remy Cointreau SA ................................         897,443         998,260
     44,000   The Hershey Co. ..................................       1,844,826       1,733,600
     14,000   Wm. Wrigley Jr. Co. ..............................         680,116         819,700
      3,750   Wm. Wrigley Jr. Co., Cl. B .......................         193,262         221,250
                                                                   -------------   -------------
                                                                      27,596,767      50,797,485
                                                                   -------------   -------------
              HEALTH CARE -- 0.8%
    105,000   Advanced Medical Optics Inc.+ ....................       3,216,785       2,575,650
      4,000   Chemed Corp.......................................         125,792         223,520
     12,000   Covidien Ltd.+ ...................................         499,815         531,480
    100,000   Pfizer Inc........................................       2,487,765       2,273,000
     15,000   UnitedHealth Group Inc............................         858,372         873,000
                                                                   -------------   -------------
                                                                       7,188,529       6,476,650
                                                                   -------------   -------------
              HOTELS AND GAMING -- 2.2%
     52,900   Dover Downs Gaming &
                 Entertainment Inc..............................         328,276         595,125
    183,000   Gaylord Entertainment Co.+ .......................       5,125,485       7,406,010
    352,941   Ladbrokes plc ....................................       3,502,005       2,271,044
     16,000   Las Vegas Sands Corp.+ ...........................         800,574       1,648,800
     75,000   MGM Mirage+ ......................................       2,350,912       6,301,500
                                                                   -------------   -------------
                                                                      12,107,252      18,222,479
                                                                   -------------   -------------


                 See accompanying notes to financial statements.


                                        6



THE GABELLI VALUE FUND INC.
SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2007
- --------------------------------------------------------------------------------



                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
              COMMON STOCKS (CONTINUED)
              MACHINERY -- 1.5%
     86,800   CNH Global NV  ...................................   $   1,632,870   $   5,713,176
     70,000   Deere & Co. ......................................       1,458,349       6,518,400
                                                                   -------------   -------------
                                                                       3,091,219      12,231,576
                                                                   -------------   -------------
              MANUFACTURED HOUSING -- 0.1%
     55,000   Champion Enterprises Inc.+ .......................         516,458         518,100
                                                                   -------------   -------------
              METALS AND MINING -- 5.5%
    478,000   Barrick Gold Corp. ...............................       7,651,550      20,099,900
    123,133   Kinross Gold Corp.+ ..............................       1,119,195       2,265,647
    470,000   Newmont Mining Corp. .............................       9,078,857      22,950,100
                                                                   -------------   -------------
                                                                      17,849,602      45,315,647
                                                                   -------------   -------------
              PUBLISHING -- 6.4%
    150,000   Belo Corp., Cl. A ................................       2,592,090       2,616,000
    853,500   Media General Inc., Cl. A ........................      16,779,810      18,136,875
     65,000   Meredith Corp. ...................................       1,305,657       3,573,700
    715,000   News Corp., Cl. A ................................      10,118,497      14,650,350
     43,000   PRIMEDIA Inc. ....................................         775,854         365,500
    300,000   The E.W. Scripps Co., Cl. A ......................      10,208,574      13,503,000
                                                                   -------------   -------------
                                                                      41,780,482      52,845,425
                                                                   -------------   -------------
              REAL ESTATE -- 0.6%
    134,300   Griffin Land & Nurseries Inc. ....................       1,598,131       4,901,950
                                                                   -------------   -------------
              RETAIL -- 0.9%
     50,000   Ingles Markets Inc., Cl. A .......................         572,181       1,269,500
    130,000   Safeway Inc. .....................................       2,649,854       4,447,300
     30,000   SUPERVALU Inc. ...................................         850,469       1,125,600
     10,000   Wal-Mart Stores Inc. .............................         446,044         475,300
                                                                   -------------   -------------
                                                                       4,518,548       7,317,700
                                                                   -------------   -------------
              SPECIALTY CHEMICALS -- 1.0%
    220,000   Ferro Corp. ......................................       4,605,734       4,560,600
    128,000   Hercules Inc. ....................................       1,083,436       2,476,800
      8,000   International Flavors &
                 Fragrances Inc. ...............................         389,771         385,040
      4,000   Monsanto Co. .....................................         170,632         446,760
     10,000   Sensient Technologies Corp. ......................         197,746         282,800
      8,065   Tronox Inc., Cl. B ...............................          78,763          69,762
                                                                   -------------   -------------
                                                                       6,526,082       8,221,762
                                                                   -------------   -------------
              TELECOMMUNICATIONS -- 7.0%
    645,000   Cincinnati Bell Inc.+ ............................       2,473,255       3,063,750
     22,000   Embarq Corp. .....................................         579,180       1,089,660


                                                                                       MARKET
  SHARES                                                                COST           VALUE
- -----------                                                        -------------   -------------
                                                                          
    150,000   Qwest Communications
                 International Inc.+ ...........................   $     367,000   $   1,051,500
  1,472,000   Sprint Nextel Corp. ..............................      19,701,341      19,327,360
    404,000   Telephone & Data
                 Systems Inc. ..................................       8,792,582      25,290,400
    143,000   Telephone & Data
                 Systems Inc., Special .........................       3,191,333       8,236,800
                                                                   -------------   -------------
                                                                      35,104,691      58,059,470
                                                                   -------------   -------------
              TRANSPORTATION -- 0.0%
     95,000   Grupo TMM SA, Cl. A, ADR+ ........................         736,710         213,750
                                                                   -------------   -------------
              WIRELESS COMMUNICATIONS -- 0.4%
     40,000   United States Cellular Corp.+ ....................       1,880,524       3,364,000
                                                                   -------------   -------------
              TOTAL COMMON STOCKS                                    460,103,648     809,659,233
                                                                   -------------   -------------
              WARRANTS -- 0.0%
              ENERGY AND UTILITIES-- 0.0%
     17,405   Mirant Corp., Ser. A,
                 expire 01/03/11+ ..............................          35,380         320,600
                                                                   -------------   -------------


 PRINCIPAL
  AMOUNT
- -----------
                                                                          
              U.S. GOVERNMENT OBLIGATIONS -- 2.4%
$19,852,000   U.S. Treasury Bills,
                 2.453% to 3.186%++,
                 01/10/08 to 06/05/08 ..........................      19,679,497      19,673,470
                                                                   -------------   -------------
              TOTAL INVESTMENTS -- 100.4% ......................   $ 479,818,525     829,653,303
                                                                   =============
              OTHER ASSETS AND LIABILITIES (NET) -- (0.4)% .....                      (3,613,903)
                                                                                   -------------
              NET ASSETS -- 100.0% .............................                   $ 826,039,400
                                                                                   =============


- ----------
(a)   Security fair valued under procedures established by the Board of
      Directors. The procedures may include reviewing available financial
      information about the company and reviewing valuation of comparable
      securities and other factors on a regular basis. At December 31, 2007, the
      market value of fair valued securities amounted to $241,246 or 0.03% 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.


                                        7



                           THE GABELLI VALUE FUND INC.

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2007
- --------------------------------------------------------------------------------

ASSETS:
   Investments, at value (cost $479,818,525) ...............   $  829,653,303
   Foreign currency, at value (cost $1) ....................                1
   Cash ....................................................            1,256
   Receivable for investments sold .........................          978,103
   Receivable for Fund shares sold .........................          509,452
   Dividends and interest receivable .......................          620,995
   Prepaid expense .........................................           54,128
                                                               --------------
   TOTAL ASSETS ............................................      831,817,238
                                                               --------------

LIABILITIES:
   Payable for investments purchased .......................        3,101,788
   Payable for Fund shares redeemed ........................        1,348,758
   Payable for investment advisory fees ....................          713,222
   Payable for distribution fees ...........................          194,889
   Payable for accounting fees .............................           11,252
   Other accrued expenses ..................................          407,929
                                                               --------------
   TOTAL LIABILITIES .......................................        5,777,838
                                                               --------------
   NET ASSETS applicable to 49,347,815
      shares outstanding ...................................   $  826,039,400
                                                               ==============
NET ASSETS CONSIST OF:
   Paid-in capital, each class at $0.001 par value .........   $  482,997,132
   Accumulated distributions in excess of net
      realized gain on investments and foreign
      currency transactions ................................       (6,792,894)
   Net unrealized appreciation on investments ..............      349,834,778
   Net unrealized appreciation on foreign
      currency translations ................................              384
                                                               --------------
   NET ASSETS ..............................................   $  826,039,400
                                                               ==============
SHARES OF CAPITAL STOCK:
   CLASS A:
   Net Asset Value and redemption price per share
      ($800,586,328 / 47,702,435 shares outstanding;
      100,000,000 shares authorized) .......................   $        16.78
                                                               ==============
   Maximum offering price per share (NAV /9425,
      based on maximum sales charge of 5.75%
      of the offering price) ...............................   $        17.80
                                                               ==============
   CLASS B:
   Net Asset Value and offering price per share
      ($10,773,907 / 696,924 shares outstanding;
      100,000,000 shares authorized) .......................   $        15.46(a)
                                                               ==============
   CLASS C:
   Net Asset Value and offering price per share
      ($14,679,165 / 948,456 shares outstanding;
      50,000,000 shares authorized) ........................   $        15.48(a)
                                                               ==============

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

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
- --------------------------------------------------------------------------------

INVESTMENT INCOME:
   Dividends (net of foreign taxes of $216,490) ............   $   10,107,154
   Interest ................................................          496,797
                                                               --------------
   TOTAL INVESTMENT INCOME .................................       10,603,951
                                                               --------------
EXPENSES:
   Investment advisory fees ................................        8,898,584
   Distribution fees - Class A .............................        2,154,025
   Distribution fees - Class B .............................          124,536
   Distribution fees - Class C .............................          157,948
   Shareholder services fees ...............................          580,342
   Shareholder communications expenses .....................          216,572
   Custodian fees ..........................................          126,413
   Legal and audit fees ....................................           88,615
   Directors' fees .........................................           69,417
   Accounting fees .........................................           45,000
   Interest expense ........................................           17,058
   Registration expenses ...................................           17,114
   Miscellaneous expenses ..................................           76,657
                                                               --------------
   TOTAL EXPENSES ..........................................       12,572,281
   Less: Custodian fee credits .............................           (6,408)
                                                               --------------
   NET EXPENSES ............................................       12,565,873
                                                               --------------
   NET INVESTMENT LOSS .....................................       (1,961,922)
                                                               --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS AND FOREIGN CURRENCY:
   Net realized gain on investments ........................       75,550,452
   Net realized gain on foreign
      currency transactions ................................              601
                                                               --------------
   Net realized gain on investments and
      foreign currency transactions ........................       75,551,053
                                                               --------------
   Net change in unrealized appreciation/
      depreciation on investments ..........................      (31,123,235)
   Net change in unrealized appreciation/
      depreciation on foreign currency translations ........              162
                                                               --------------
   Net change in unrealized appreciation/
      depreciation on investments and
      foreign currency translations ........................      (31,123,073)
                                                               --------------
   NET REALIZED AND UNREALIZED GAIN (LOSS) ON
      INVESTMENTS AND FOREIGN CURRENCY .....................       44,427,980
                                                               --------------
   NET INCREASE IN NET ASSETS RESULTING
      FROM OPERATIONS ......................................   $   42,466,058
                                                               ==============

                 See accompanying notes to financial statements.


                                        8


                           THE GABELLI VALUE FUND INC.

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



                                                                                                  YEAR ENDED         YEAR ENDED
                                                                                              DECEMBER 31, 2007   DECEMBER 31, 2006
                                                                                              -----------------   -----------------
                                                                                                              
OPERATIONS:
   Net investment income (loss) ...........................................................     $  (1,961,922)      $    1,165,445
   Net realized gain on investments and foreign currency transactions .....................        75,551,053          180,292,600
   Net change in unrealized appreciation/depreciation on investments and foreign
      currency translations ...............................................................       (31,123,073)           4,923,797
                                                                                                -------------       --------------
   NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................................        42,466,058          186,381,842
                                                                                                -------------       --------------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net investment income
      Class A .............................................................................                --           (1,177,420)
      Class B .............................................................................                --                   (6)
                                                                                                -------------       --------------
                                                                                                           --           (1,177,426)
                                                                                                -------------       --------------
   Net realized gains on investments and foreign currency transactions
      Class A .............................................................................       (72,089,295)        (175,292,657)
      Class B .............................................................................        (1,048,345)          (2,830,343)
      Class C .............................................................................        (1,434,056)          (3,171,930)
                                                                                                -------------       --------------
                                                                                                  (74,571,696)        (181,294,930)
                                                                                                -------------       --------------
   Return of capital
      Class A .............................................................................           (50,036)                  --
      Class B .............................................................................              (728)                  --
      Class C .............................................................................              (995)                  --
                                                                                                -------------       --------------
                                                                                                      (51,759)                  --
                                                                                                -------------       --------------
   TOTAL DISTRIBUTIONS TO SHAREHOLDERS ....................................................       (74,623,455)        (182,472,356)
                                                                                                -------------       --------------
CAPITAL SHARE TRANSACTIONS:
      Class A .............................................................................       (29,345,720)        (206,787,976)
      Class B .............................................................................        (1,778,459)          (4,770,251)
      Class C .............................................................................           779,864            1,241,683
                                                                                                -------------       --------------
   NET DECREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS .............................       (30,344,315)        (210,316,544)
                                                                                                -------------       --------------
   REDEMPTION FEES ........................................................................             2,293                1,667
                                                                                                -------------       --------------
   NET DECREASE IN NET ASSETS .............................................................       (62,499,419)        (206,405,391)

NET ASSETS:
   Beginning of period ....................................................................       888,538,819        1,094,944,210
                                                                                                -------------       --------------
   End of period (including undistributed net investment income of $0 and $461,
      respectively) .......................................................................     $ 826,039,400       $  888,538,819
                                                                                                =============       ==============


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. ORGANIZATION.  The Gabelli Value Fund Inc. (the "Fund") was organized on July
20,  1989 as a  Maryland  corporation.  The Fund is a  non-diversified  open-end
management  investment  company  registered under the Investment  Company Act of
1940,  as amended (the "1940 Act").  The Fund's  primary  objective is long-term
capital appreciation.  The Fund commenced investment operations on September 29,
1989.

2. SIGNIFICANT  ACCOUNTING POLICIES.  The preparation of financial statements in
accordance with United States ("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


                                        9



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

are being valued. If there were no sales that day, the security is valued at the
average of the  closing bid and asked  prices or, if there were no asked  prices
quoted on that day, then the security is valued at the closing bid price on that
day. If no bid or asked prices are quoted on such day, the security is valued at
the most recently available price or, if the Board of Directors (the "Board") so
determines,  by such other method as the Board shall  determine in good faith to
reflect  its fair market  value.  Portfolio  securities  traded on more than one
national  securities exchange or market are valued according to the broadest and
most representative market, as determined by Gabelli Funds, LLC (the "Adviser").

Portfolio  securities  primarily traded on a foreign market are generally valued
at the preceding  closing values of such securities on the relevant market,  but
may be fair valued  pursuant to  procedures  established  by the Board if market
conditions change  significantly after the close of the foreign market but prior
to the  close of  business  on the day the  securities  are being  valued.  Debt
instruments  with  remaining  maturities  of 60 days or less that are not credit
impaired are valued at amortized cost,  unless the Board  determines such amount
does not reflect the securities' fair value, in which case these securities will
be fair valued as determined by the Board.  Debt  instruments  having a maturity
greater  than 60 days for which  market  quotations  are readily  available  are
valued at the average of the latest bid and asked prices. If there were no asked
prices  quoted on such day,  the security is valued using the closing bid price.
Futures contracts are valued at the closing  settlement price of the exchange or
board of trade on which the applicable contract is traded.

Securities and assets for which market  quotations are not readily available are
fair  valued as  determined  by the  Board.  Fair  valuation  methodologies  and
procedures may include, but are not limited to: analysis and review of available
financial and non-financial  information  about the company;  comparisons 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.

In September 2006, the Financial  Accounting Standards Board (the "FASB") issued
Statement  of  Financial   Accounting   Standards   ("SFAS")   157,  Fair  Value
Measurements,  which  clarifies  the  definition  of  fair  value  and  requires
companies  to expand  their  disclosure  about the use of fair  value to measure
assets and  liabilities  in interim  and annual  periods  subsequent  to initial
recognition.  Adoption of SFAS 157  requires  the use of the price that would be
received  to sell  an  asset  or paid to  transfer  a  liability  in an  orderly
transaction  between market  participants at the  measurement  date. SFAS 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November 15, 2007, and interim  periods within those fiscal years. At this time,
management is in the process of reviewing the  requirements  of SFAS 157 against
its current valuation policies to determine future applicability.

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 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


                                       10



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

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.  At December 31, 2007,  there were no open repurchase
agreements.

FUTURES  CONTRACTS.  The Fund may engage in futures contracts for the purpose of
hedging  against  changes in the value of its  portfolio  securities  and in the
value of  securities  it  intends  to  purchase.  Upon  entering  into a futures
contract,  the Fund is required to deposit  with the broker an amount of cash or
cash equivalents equal to a certain  percentage of the contract amount.  This is
known as the "initial margin." Subsequent payments ("variation margin") are made
or received by the Fund each day,  depending  on the daily  fluctuations  in the
value    of    the    contract,     which    are    included    in    unrealized
appreciation/depreciation   on  investments  and  futures  contracts.  The  Fund
recognizes a realized gain or loss when the contract is closed.

There are several  risks in  connection  with the use of futures  contracts as a
hedging  instrument.   The  change  in  value  of  futures  contracts  primarily
corresponds  with the  value  of their  underlying  instruments,  which  may not
correlate with the change in value of the hedged investments. In addition, there
is the risk that the Fund may not be able to enter  into a  closing  transaction
because of an illiquid  secondary  market.  At December 31, 2007,  there were no
open futures contracts.

SECURITIES SOLD SHORT.  The Fund may enter into short sale  transactions.  Short
selling involves selling  securities that may or may not be owned and, at times,
borrowing the same securities for delivery to the purchaser,  with an obligation
to replace such borrowed  securities at a later date. The proceeds received from
short sales are recorded as liabilities  and the Fund records an unrealized gain
or loss to the extent of the  difference  between the proceeds  received and the
value of an open short position on the day of determination.  The Fund records a
realized gain or loss when the short  position is closed out. By entering into a
short sale, the Fund bears the market risk of an unfavorable change in the price
of the security sold short.  Dividends on short sales are recorded as an expense
by the Fund on the  ex-dividend  date and  interest  expense is  recorded on the
accrual  basis.  The Fund did not hold any short  positions  as of December  31,
2007.

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

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


                                       11



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

securities  of many  foreign  issuers  and their  markets may be less liquid and
their prices more volatile than those of securities of comparable U.S. issuers.

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

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME.  Securities  transactions  are
accounted  for on the  trade  date  with  realized  gain or loss on  investments
determined  by using the  identified  cost method.  Interest  income  (including
amortization  of premium and  accretion  of discount) is recorded on the accrual
basis.  Premiums  and  discounts  on debt  securities  are  amortized  using the
effective  yield  to  maturity  method.  Dividend  income  is  recorded  on  the
ex-dividend date except for certain  dividends which are recorded as soon as the
Fund is informed of the dividend.

DETERMINATION   OF  NET  ASSET  VALUE  AND  CALCULATION  OF  EXPENSES.   Certain
administrative  expenses are common to, and allocated among,  various affiliated
funds.  Such allocations are made on the basis of each Fund's average net assets
or other criteria  directly  affecting the expenses as determined by the Adviser
pursuant to procedures established by the Board.

In calculating the NAV per share of each class,  investment income, realized and
unrealized  gains and losses,  redemption  fees,  and expenses  other than class
specific  expenses  are  allocated  daily to each class of shares based upon the
proportion  of  net  assets  of  each  class  at  the  beginning  of  each  day.
Distribution expenses are borne solely by the class incurring the expense.

CUSTODIAN FEE CREDITS AND INTEREST EXPENSE. When cash balances are maintained in
the  custody  account,  the Fund  receives  credits  which  are  used to  offset
custodian  fees.  The gross  expenses  paid under the  custody  arrangement  are
included in custodian fees in the Statement of Operations with the corresponding
expense offset, if any, shown as "custodian fee credits." When cash balances are
overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal
funds rate on  outstanding  balances.  This  amount,  if any,  would be shown as
"interest expense" in the Statement of Operations.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions to shareholders are recorded on the
ex-dividend date.  Distributions to shareholders are based on income and capital
gains as determined in accordance with federal income tax regulations, which may
differ from income and capital gains as determined under U.S. generally accepted
accounting  principles.   These  differences  are  primarily  due  to  differing
treatments  of income and gains on various  investment  securities  and  foreign
currency  transactions  held by the  Fund,  timing  differences,  and  differing
characterizations  of  distributions  made by the Fund.  Distributions  from net
investment  income include net realized gains on foreign currency  transactions.
These book/tax  differences are either temporary or permanent in nature.  To the
extent these differences are permanent,  adjustments are made to the appropriate
capital accounts in the period when the differences arise. Permanent differences
for the fiscal year ended  December 31, 2007,  were  primarily  attributable  to
reclassification  of short-term  capital gains to ordinary income and unutilized
net operating losses.  These  reclassifications  have no impact on the net asset
value  of  the  Fund.   For  the  fiscal   year   ended   December   31,   2007,
reclassifications  were made to  decrease  accumulated  net  investment  loss by
$1,961,461 and to increase  accumulated  distributions in excess of net realized
gain on investments and foreign  currency  transactions  by $1,163,779,  with an
offsetting adjustment to paid-in capital.


                                       12



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

The tax character of  distributions  paid during the fiscal years ended December
31, 2007 and December 31, 2006 was as follows:

                                               YEAR ENDED          YEAR ENDED
                                           DECEMBER 31, 2007   DECEMBER 31, 2006
                                           -----------------   -----------------
DISTRIBUTIONS PAID FROM:
Ordinary income (inclusive of
   short-term capital gains) ...........                --       $   1,874,083
Net long-term capital gains ............      $ 74,571,696         180,598,273
Return of capital ......................            51,759                  --
                                              ------------       -------------
Total distributions paid ...............      $ 74,623,455       $ 182,472,356
                                              ============       =============

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

At December 31, 2007, the difference between book basis and tax basis unrealized
appreciation  was  primarily  due to  deferral  of losses on wash  sales for tax
purposes.

As of December 31, 2007, the components of accumulated  earnings/(losses) on tax
basis were as follows:

          Net unrealized appreciation on investments and
             foreign currency ................................   $ 343,042,268
                                                                 -------------
          Total ..............................................   $ 343,042,268
                                                                 =============

The following  summarizes the tax cost of investments and the related unrealized
appreciation/(depreciation) at December 31, 2007:

                                        GROSS         GROSS
                                     UNREALIZED     UNREALIZED    NET UNREALIZED
                         COST       APPRECIATION   DEPRECIATION    APPRECIATION
                    -------------  -------------  --------------  --------------
Investments ......  $ 486,611,419  $ 364,519,879  $ (21,477,995)  $ 343,041,884

FASB  Interpretation  No. 48,  "Accounting  for  Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109" ("the  Interpretation")  established a
minimum  threshold  for  financial  statement  recognition  of  the  benefit  of
positions taken in filing tax returns  (including whether the Fund is taxable in
a particular  jurisdiction)  and required certain expanded tax disclosures.  The
Fund has adopted the  Interpretation for all open tax years and it had no impact
on the amounts reported in the financial statements.

3. INVESTMENT  ADVISORY AGREEMENT AND OTHER  TRANSACTIONS.  The Fund has entered
into an  investment  advisory  agreement  (the  "Advisory  Agreement")  with the
Adviser which provides that the Fund will pay the Adviser a fee,  computed daily
and paid monthly,  at the annual rate of 1.00% of the value of its average daily
net assets.  In accordance with the Advisory  Agreement,  the Adviser provides a
continuous   investment   program  for  the  Fund's   portfolio,   oversees  the
administration  of all aspects of the Fund's business and affairs,  and pays the
compensation  of all  Officers  and  Directors  of the Fund  who are  affiliated
persons of the Adviser.

The Fund pays each Director who is not considered to be an affiliated  person an
annual retainer of $10,000 plus $1,000 for each Board meeting  attended and they
are reimbursed for any out of pocket expenses incurred


                                       13



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

in attending  meetings.  All Board committee  members receive $1,000 per meeting
attended  and the  chairman of each  committee  also  receives  $2,500 per year.
Directors who are directors or employees of the Adviser or an affiliated company
receive no compensation or expense reimbursement from the Fund.

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 A, Class B, and Class C Share
Plans,  payments are  authorized  to Gabelli & Company at annual rates of 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 sale of securities for
the fiscal year ended December 31, 2007,  other than  short-term  securities and
U.S.   Government   obligations,   aggregated   $81,255,977  and   $163,736,552,
respectively.

6. TRANSACTIONS WITH AFFILIATES. During the fiscal year ended December 31, 2007,
the Fund paid brokerage  commissions on security trades of $202,273 to Gabelli &
Company.  Additionally,  Gabelli & Company  informed  the Fund that it  received
$112,920 from investors representing commissions (sales charges and underwriting
fees) on sales and redemptions of Fund shares.

The cost of calculating  the Fund's NAV per share is a Fund expense  pursuant to
the Advisory Agreement between the Fund and the Adviser.  During the fiscal year
ended  December  31,  2007,  the Fund paid or accrued  $45,000 to the Adviser in
connection with the cost of computing the Fund's NAV.

7. CAPITAL STOCK TRANSACTIONS.  The Fund offers four classes of shares - Class A
Shares,  Class B Shares,  Class C Shares, and Class I Shares. Class I Shares are
offered to foundations,  endowments,  institutions,  and employee benefit plans.
Class A Shares are subject to a maximum front-end sales charge of 5.75%. For the
period from January 1, through  April 30, 2007,  the maximum  front-end  load on
Class A Shares was 5.50%.  Class B Shares are subject to a  contingent  deferred
sales  charge  ("CDSC")  upon  redemption  within  six  years  of  purchase  and
automatically  convert to Class A Shares  approximately  eight  years  after the
original purchase. The applicable CDSC is equal to a declining percentage of the
lesser of the NAV per share at the date of the original  purchase or at the date
of redemption, based on the length of time held. Class C Shares are subject to a
1.00%  CDSC for one year  after  purchase.  Class B Shares  are  available  only
through  exchange  of Class B Shares of other  funds  distributed  by  Gabelli &
Company. Class I Shares were first issued on January 11, 2008.

The Fund  imposes a redemption  fee of 2.00% on Class A Shares,  Class B Shares,
Class C Shares,  and Class I Shares that are  redeemed or exchanged on or before
the  seventh day after the date of a purchase.  The  redemption  fee is deducted
from  the  proceeds  otherwise  payable  to the  redeeming  shareholders  and is
retained by the Fund. The redemption fees retained by the Fund during the fiscal
year ended  December  31,  2007 and the  fiscal  year ended  December  31,  2006
amounted to $2,293 and $1,667, respectively.

The  redemption fee does not apply to redemptions of shares where (i) the shares
were   purchased   through   automatic   reinvestment   of  dividends  or  other
distributions,  (ii) the redemption was initiated by the Fund,  (iii) the shares
were purchased  through  programs that collect the redemption fee at the program
level and remit them to the Fund,  or (iv) the  shares  were  purchased  through
programs that the Adviser determines to have appropriate anti-short-term trading
policies  in place or as to which  the  Adviser  has  received  assurances  that
look-through  redemption  fee  procedures or effective  anti-short-term  trading
policies and procedures are in place.


                                       14



THE GABELLI VALUE FUND INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

Transactions in shares of capital stock were as follows:



                                                                   YEAR ENDED                     YEAR ENDED
                                                                DECEMBER 31,2007              DECEMBER 31, 2006
                                                          ----------------------------   ----------------------------
                                                            SHARES          AMOUNT         SHARES          AMOUNT
                                                          ----------    --------------   -----------   --------------
                                                                                           
                                                                     CLASS A                        CLASS A
                                                          ----------------------------   ----------------------------
Shares sold ..........................................     1,478,576    $   27,445,819     2,603,599   $   50,582,707
Shares issued upon reinvestment of distributions .....     4,003,660        67,344,910     9,303,834      164,770,939
Shares redeemed ......................................    (6,674,075)     (124,136,449)  (21,715,392)    (422,141,622)
                                                          ----------    --------------   -----------   --------------
   Net decrease ......................................    (1,191,839)   $  (29,345,720)   (9,807,959)  $ (206,787,976)
                                                          ==========    ==============   ===========   ==============
                                                                     CLASS B                        CLASS B
                                                          ----------------------------   ----------------------------
Shares sold ..........................................         4,521    $       74,391         7,500   $      131,453
Shares issued upon reinvestment of distributions .....        61,782           957,619       148,543        2,459,882
Shares redeemed ......................................      (161,790)       (2,810,469)     (394,141)      (7,361,586)
                                                          ----------    --------------   -----------   --------------
   Net decrease ......................................       (95,487)   $   (1,778,459)     (238,098)  $   (4,770,251)
                                                          ==========    ==============   ===========   ==============
                                                                     CLASS C                        CLASS C
                                                          ----------------------------   ----------------------------
Shares sold ..........................................       191,138    $    3,300,404       140,139   $    2,542,951
Shares issued upon reinvestment of distributions .....        62,213           964,928       128,599        2,130,888
Shares redeemed ......................................      (197,724)       (3,485,468)     (185,965)      (3,432,156)
                                                          ----------    --------------   -----------   --------------
   Net increase ......................................        55,627    $      779,864        82,773   $    1,241,683
                                                          ==========    ==============   ===========   ==============


8.  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.

9. OTHER MATTERS.  The Adviser  and/or  affiliates  received  subpoenas from the
Attorney General of the State of New York and the SEC requesting  information on
mutual fund share  trading  practices  involving  certain  funds  managed by the
Adviser.  GAMCO  Investors,   Inc.  ("GAMCO"),  the  Adviser's  parent  company,
responded to these  requests for documents and  testimony.  In June 2006,  GAMCO
began discussions with the SEC regarding a possible resolution of their inquiry.
In February  2007,  the Adviser made an offer of  settlement to the staff of the
SEC for  communication  to the Commission for its  consideration to resolve this
matter.  This offer of settlement is subject to agreement regarding the specific
language of the SEC's administrative order and other settlement documents.  On a
separate matter, in September 2005, the Adviser was informed by the staff of the
SEC that the staff may recommend to the Commission that an administrative remedy
and a monetary penalty be sought from the Adviser in connection with the actions
of two of nine closed-end funds managed by the Adviser relating to Section 19(a)
and Rule 19a-1 of the 1940 Act. These provisions require  registered  investment
companies to provide written  statements to shareholders when a dividend is made
from a source other than net investment  income.  While the two closed-end funds
sent annual statements and provided other materials containing this information,
the funds did not send written statements to shareholders with each distribution
in 2002  and  2003.  The  Adviser  believes  that  all of the  funds  are now in
compliance.  The Adviser believes that these matters would have no effect on the
Fund or any material  adverse effect on the Adviser or its ability to manage the
Fund.


                                       15



THE GABELLI VALUE FUND INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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



                              INCOME FROM INVESTMENT OPERATIONS                          DISTRIBUTIONS
                          ----------------------------------------   ----------------------------------------------------
                                            Net
              Net Asset      Net        Realized and       Total                     Net
  Period        Value,    Investment     Unrealized        from         Net        Realized      Return
   Ended      Beginning    Income/     Gain/(Loss) on   Investment   Investment     Gain on        of           Total
December 31   of Period   (Loss)(a)     Investments     Operations     Income     Investments    Capital    Distributions
- -----------   ---------   ----------   --------------   ----------   ----------   -----------   ---------   -------------
                                                                                      
CLASS A
   2007        $ 17.61     $ (0.04)       $  0.86         $ 0.82           --       $ (1.65)    $ 0.00(c)     $ (1.65)
   2006          18.11        0.03           3.92           3.95      $ (0.03)        (4.42)        --          (4.45)
   2005          19.49        0.02          (0.05)         (0.03)       (0.01)        (1.34)        --          (1.35)
   2004          17.97       (0.02)          2.31           2.29           --         (0.77)        --          (0.77)
   2003          13.81       (0.05)          4.45           4.40           --         (0.24)        --          (0.24)

CLASS B
   2007        $ 16.46     $ (0.17)       $  0.82         $ 0.65           --       $ (1.65)    $ 0.00(c)     $ (1.65)
   2006          17.28       (0.10)          3.70           3.60           --         (4.42)        --          (4.42)
   2005          18.79       (0.12)         (0.05)         (0.17)          --         (1.34)        --          (1.34)
   2004          17.47       (0.15)          2.24           2.09           --         (0.77)        --          (0.77)
   2003          13.53       (0.17)          4.35           4.18           --         (0.24)        --          (0.24)

CLASS C
   2007        $ 16.47     $ (0.17)       $  0.83         $ 0.66           --       $ (1.65)    $ 0.00(c)     $ (1.65)
   2006          17.29       (0.11)          3.71           3.60           --         (4.42)        --          (4.42)
   2005          18.80       (0.12)         (0.05)         (0.17)          --         (1.34)        --          (1.34)
   2004          17.49       (0.15)          2.23           2.08           --         (0.77)        --          (0.77)
   2003          13.54       (0.17)          4.36           4.19           --         (0.24)        --          (0.24)


                                                   RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
                                                 ---------------------------------------------------
                           Net Asset              Net Assets      Net
  Period                     Value,                 End of     Investment                  Portfolio
   Ended      Redemption    End of      Total       Period       Income/     Operating      Turnover
December 31     Fees(a)     Period     Return+    (in 000's)     (Loss)     Expenses (b)      Rate
- -----------   ----------   ---------   -------   -----------   ----------   ------------   ---------
                                                                         
CLASS A
   2007        $ 0.00(c)    $ 16.78      4.6%    $   800,586     (0.20)%      1.39%            9%
   2006          0.00(c)      17.61     21.7         860,789      0.14        1.41(d)         17
   2005          0.00(c)      18.11     (0.2)      1,063,137      0.08        1.40             3
   2004          0.00(c)      19.49     12.8       1,261,293     (0.11)       1.39            12
   2003            --         17.97     31.9       1,255,668     (0.35)       1.44(e)          8

CLASS B
   2007        $ 0.00(c)    $ 15.46      3.9%    $    10,774     (0.95)%      2.14%            9%
   2006          0.00(c)      16.46     20.8          13,046     (0.53)       2.16(d)         17
   2005          0.00(c)      17.28     (0.9)         17,804     (0.67)       2.15             3
   2004          0.00(c)      18.79     12.0          20,366     (0.86)       2.14            12
   2003            --         17.47     30.9          18,059     (1.10)       2.19(e)          8

CLASS C
   2007        $ 0.00(c)    $ 15.48      4.0%    $    14,679     (0.94)%      2.14%            9%
   2006          0.00(c)      16.47     20.7          14,704     (0.58)       2.16(d)         17
   2005          0.00(c)      17.29     (0.9)         14,003     (0.67)       2.15             3
   2004          0.00(c)      18.80     11.9          16,400     (0.85)       2.14            12
   2003            --         17.49     30.9          14,973     (1.10)       2.19(e)          8


- ----------
+     Total return  represents  aggregate total return of a hypothetical  $1,000
      investment  at the  beginning  of the  period  and  sold at the end of the
      period  including  reinvestment  of  distributions  and does  not  reflect
      applicable sales charges.

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

(b)   The ratios do not  include a  reduction  of  expenses  for  custodian  fee
      credits on cash balances  maintained  with the  custodian.  For the fiscal
      years ended December 31, 2003, 2006, and 2007, the effect of the custodian
      fee credits were minimal. For the fiscal years ended December 31, 2004 and
      2005, there were no custodian fee credits.

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

(d)   The Fund incurred  interest  expense during the fiscal year ended December
      31,  2006.  If  interest  expense  had not been  incurred,  the  ratios of
      operating  expenses to average net assets would have been 1.40% (Class A),
      2.15%  (Class B), and 2.15% (Class C),  respectively.  For the fiscal year
      ended December 31, 2007, the effect of the interest expense was minimal.

(e)   The Fund incurred  dividend  expense on securities sold short for the year
      ended December 31, 2003. If dividend  expense had not been  incurred,  the
      ratios of  operating  expenses to average net assets would have been 1.43%
      (Class A), 2.18% (Class B), and 2.18% (Class C), respectively.

                 See accompanying notes to financial statements.


                                       16



THE GABELLI VALUE FUND INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

To the Board of Directors and Shareholders of
The Gabelli Value Fund Inc.:

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of The  Gabelli  Value  Fund Inc.
(hereafter  referred to as the "Fund") at December 31, 2007,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended and the financial  highlights for each of
the  five  years  in the  period  then  ended,  in  conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at December  31, 2007 by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 29, 2008


                                       17



THE GABELLI VALUE FUND INC.
ADDITIONAL FUND INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------

The  business  and affairs of the Fund are managed  under the  direction  of the
Fund's Board of Directors.  Information pertaining to the Directors and officers
of the Fund is set forth below. The Fund's  Statement of Additional  Information
includes  additional  information  about the Fund's  Directors and is available,
without  charge,  upon  request,  by calling  800-GABELLI  (800-422-3554)  or by
writing  to The  Gabelli  Value  Fund Inc.  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 DIRECTOR              DURING PAST FIVE YEARS              HELD BY DIRECTOR(4)
- --------------------------   --------------   ----------------   ---------------------------------------   -------------------------
                                                                                               
INTERESTED DIRECTORS(3):

MARIO J. GABELLI               Since 1989            26          Chairman and Chief Executive Officer of   Director of Morgan Group
Director and                                                     GAMCO Investors, Inc. and Chief           Holdings, Inc. (holding
Chief Investment Officer                                         Investment Officer - Value Portfolios     company); Chairman of the
Age: 65                                                          of Gabelli Funds, LLC and GAMCO Asset     Board of LICT Corp.
                                                                 Management Inc.; Director/Trustee or      (multimedia and
                                                                 Chief Investment Officer of other         communication services
                                                                 registered investment companies in the    company)
                                                                 Gabelli/GAMCO Funds complex; Chairman
                                                                 and Chief Executive Officer of GGCP,
                                                                 Inc.

INDEPENDENT DIRECTORS(5):

ANTHONY J. COLAVITA            Since 1989            35          Partner in the law firm of                            --
Director                                                         Anthony J. Colavita, P.C.
Age: 72

ROBERT J. MORRISSEY            Since 1989             6          Partner in the law firm of Morrissey,                 --
Director                                                         Hawkins & Lynch
Age: 68

ANTHONY R. PUSTORINO           Since 1989            14          Certified Public Accountant; Professor    Director of The LGL
Director                                                         Emeritus, Pace University                 Group, Inc. (diversified
Age: 82                                                                                                    manufacturing)

WERNER J. ROEDER, MD           Since 2001            23          Medical Director of Lawrence Hospital                 --
Director                                                         and practicing private physician
Age: 67


- --------------------------------------------------------------------------------

                   2007 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended December 31, 2007, the Fund paid to shareholders, on
December 27, 2007, a long-term capital gain distribution totaling $74,571,696
which is designated as a capital gain dividend.

- --------------------------------------------------------------------------------


                                       18



THE GABELLI VALUE FUND INC.
ADDITIONAL FUND INFORMATION (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------



                                 TERM OF
    NAME, POSITION(S)          OFFICE AND
        ADDRESS(1)              LENGTH OF                                PRINCIPAL OCCUPATION(S)
         AND AGE             TIME SERVED(2)                               DURING PAST FIVE YEARS
- --------------------------   --------------                              -----------------------
                                        
OFFICERS:

BRUCE N. ALPERT                Since 2003     Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC
President                                     since 1988 and an officer of most of the registered investment companies in
Age: 56                                       the Gabelli/GAMCO Funds complex. Director and President of Gabelli Advisers,
                                              Inc. since 1998

JAMES E. MCKEE                 Since 1995     Vice President, General Counsel, and Secretary of GAMCO Investors, Inc. since
Secretary                                     1999 and GAMCO Asset Management Inc. since 1993; Secretary of all of the
Age: 44                                       registered investment companies in the Gabelli/GAMCO Funds complex

AGNES MULLADY                  Since 2006     Vice President of Gabelli Funds, LLC since 2007; Officer of all of the
Treasurer                                     registered investment companies in the Gabelli/GAMCO Funds complex; Senior
Age: 49                                       Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial
                                              Officer of Excelsior Funds from 2004 through 2005; Chief Financial Officer of
                                              AMIC Distribution Partners from 2002 through 2004; Controller of Reserve
                                              Management Corporation and Reserve Partners, Inc. and Treasurer of Reserve
                                              Funds from 2000 through 2002

PETER D. GOLDSTEIN             Since 2004     Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief
Chief Compliance Officer                      Compliance Officer of all of the registered investment companies in the
Age: 54                                       Gabelli/GAMCO Funds complex; Vice President of Goldman Sachs Asset Management
                                              from 2000 through 2004


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

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

(3)   "Interested person" of the Fund as defined in the 1940 Act. Mr. Gabelli is
      considered an "interested  person" because of his 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, as amended (i.e. public
      companies) or other investment companies registered under the 1940 Act.

(5)   Directors  who are not  interested  persons are  considered  "Independent"
      Directors.


                                       19



                           THE GABELLI VALUE FUND INC.
                              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 per share available daily by calling
                          800-GABELLI after 6:00 P.M.

                               BOARD OF DIRECTORS

Mario J. Gabelli, CFA                      Anthony R. Pustorino
CHAIRMAN AND CHIEF                         CERTIFIED PUBLIC ACCOUNTANT,
EXECUTIVE OFFICER                          PROFESSOR EMERITUS
GAMCO INVESTORS, INC.                      PACE UNIVERSITY

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

Robert J. Morrissey
ATTORNEY-AT-LAW
MORRISSEY, HAWKINS & LYNCH


                                    OFFICERS

Bruce N. Alpert                           James E. McKee
PRESIDENT                                 SECRETARY

Agnes Mullady                             Peter D. Goldstein
TREASURER                                 CHIEF COMPLIANCE OFFICER



                                    CUSTODIAN
                        Mellon Trust of New England, N.A.

                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
                       State Street Bank and Trust Company

                                  LEGAL COUNSEL
                          Willkie Farr & Gallagher LLP

                                   DISTRIBUTOR
                             Gabelli & Company, Inc.

- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Gabelli Value Fund Inc. It is not  authorized  for  distribution  to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
GAB409Q407SR

                                                         [GRAPHIC OMITTED]  E  P
                                                         Gabelli Triangle   P  M
                                                            MANAGEMENT      S  V
                                                            CASH FLOW
                                                             RESEARCH



                                                  THE
                                                  GABELLI
                                                  VALUE
                                                  FUND
                                                  INC.



                                                                   ANNUAL REPORT
                                                               DECEMBER 31, 2007



ITEM 2. CODE OF ETHICS.

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

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

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


ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period  covered by the report,  the  registrant's  Board of
Directors has  determined  that Anthony R. Pustorino is qualified to serve as an
audit committee  financial  expert serving on its audit committee and that he is
"independent," 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
         $48,200 for 2006 and $50,600 for 2007.

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 for 2006 and $0 for 2007.


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 $3,100 for 2006 and $4,350
         for 2007.  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
         for 2006 and $0 for 2007.

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

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


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

                           (b) Not applicable

                           (c) 100%

                           (d) Not applicable

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


     (g) The aggregate non-audit fees billed by the registrant's  accountant for
         services  rendered to the registrant,  and rendered to the registrant's
         investment  adviser  (not  including  any  sub-adviser  whose  role  is
         primarily portfolio management and is subcontracted with or overseen by
         another investment adviser), and any entity controlling, controlled by,
         or under common control with the adviser that provides ongoing services
         to the  registrant  for  each  of the  last  two  fiscal  years  of the
         registrant was $0 for 2006 and $0 for 2007.

     (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  Directors,  where those
changes were  implemented  after the  registrant  last  provided  disclosure  in
response to the  requirements  of Item  407(c)(2)(iv)  of Regulation S-K (17 CFR
229.407) (as required by Item  22(b)(15) of Schedule 14A (17 CFR  240.14a-101)),
or this Item.


ITEM 11. CONTROLS AND PROCEDURES.

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


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


ITEM 12. EXHIBITS.

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

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

     (a)(3)   Not applicable.

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



                                   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 Value Fund Inc.
              ------------------------------------------------------------------

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


Date     03/05/08
    ----------------------------------------------------------------------------


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


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


Date     03/05/08
    ----------------------------------------------------------------------------


By (Signature and Title)*  /s/ Agnes Mullady
                         -------------------------------------------------------
                           Agnes Mullady,
                           Principal Financial Officer and Treasurer


Date     03/05/08
    ----------------------------------------------------------------------------



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