nvcsr

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 811-04873

The GAMCO Growth Fund

(Exact name of registrant as specified in charter)

One Corporate Center
Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2010

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. § 3507.


Item 1.		Reports to Stockholders.

The Report to Shareholders is attached herewith.

The GAMCO Growth Fund

Annual Report
December 31, 2010

Howard F. Ward, CFA

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 (“SEC”) 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 including the investment portfolio as of December 31, 2010 with a description of factors that affected the performance during the past year.

Performance Discussion (Unaudited)

The GAMCO Growth Fund (the “Fund”) (Class AAA) net asset value (“NAV”) per share rose 10.1% in 2010, compared with the Standard & Poor’s (“S&P”) 500 Index of 15.1%.

The first quarter of 2010 started the year off on relatively good footing with the S&P 500 Index up over 5%. By year end, the S&P 500 was up over 15%. Throughout the year, investors were rightfully concerned about sovereign debt issues in various European countries. The size and trend of our federal deficit led many investors to consider whether our country might eventually face these same debt issues.

During 2010, another concern causing some volatility in the stock market was the pace at which the U.S. economy was emerging from the Great Recession. As a reminder, the National Bureau of Economic Research, which is charged with deciding when recessions begin and end, stated in September 2010 that the Great Recession actually ended in June 2009, eighteen months after it began. Although the economy did begin to rebuild inventories in the second half of 2009 and corporate profits grew throughout 2010, the pace of recovery was still of concern. The unemployment rate, which is a lagging indicator, stayed stubbornly high, hovering between 9%-10% for most of the year.

Selected holdings that contributed positively to the Fund’s performance in 2010 were Apple Inc. (4.8% of net assets as of December 31, 2010), Eaton Corp. (2.5%), Cummins Inc. (1.3%), a designer and manufacturer of power generation equipment, power systems, gasoline engines, and power supplies, and Joy Global Inc. (1.2%), a worldwide leader in high productivity mining solutions. Some of the Fund’s weaker performing stocks during the year were Google Inc., (4.5%), Microsoft Corp. (3.0%), and Southwestern Energy Company (1.8%), an independent energy company located in Houston, Texas.

We appreciate your confidence and trust.


	Sincerely yours,

	Bruce N. Alpert
	President

February 24, 2011

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE GAMCO GROWTH FUND CLASS AAA SHARES AND THE S&P 500 INDEX (Unaudited)

Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Comparative Results

Average Annual Returns through December 31, 2010 (a) (Unaudited)


																						Since
																						Inception
	Quarter			1 Year			3 Year			5 Year			10 Year			15 Year			20 Year			(4/10/87)
GAMCO Growth Fund Class AAA		12.47	%		10.14	%		(4.61	)%		1.73	%		(1.84	)%		6.02	%		8.17	%		9.57	%
S&P 500 Index		10.76			15.08			(2.84	)		2.29			1.42			6.77			9.13			8.80	(e)
Russell 1000 Growth Index		11.83			16.71			(0.47	)		3.75			0.02			5.73			8.33			8.09	(e)
Class A		12.46			10.18			(4.61	)		1.73			(1.83	)		6.02			8.17			9.57
With sales charge (b)		6.00			3.84			(6.48	)		0.53			(2.41	)		5.60			7.85			9.30
Class B		12.25			9.32			(5.33	)		0.97			(2.35	)		5.64			7.88			9.32
With contingent deferred sales charge (c)		7.25			4.32			(6.29	)		0.58			(2.35	)		5.64			7.88			9.32
Class C		12.29			9.36			(5.33	)		0.97			(2.35	)		5.64			7.88			9.32
With contingent deferred sales charge (d)		11.29			8.36			(5.33	)		0.97			(2.35	)		5.64			7.88			9.32
Class I		12.54			10.41			(4.40	)		1.87			(1.77	)		6.06			8.21			9.60

In the current prospectus, the expense ratios for Class AAA, A, B, C and I Shares are 1.53%, 1.53%, 2.28%, 2.28%, and 1.28%, respectively. See page 9 for expense ratios for the year ended December 31, 2010. Class AAA and Class I Shares do not have a sales charge. 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 prices, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Performance returns for periods of less than one year are not annualized. 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 information about this and other matters and should be read carefully before investing. The Class AAA Shares NAVs per share are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares, and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance of the Class B Shares and Class C Shares would have been lower due to the additional expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 and the Russell 1000 Growth Index are unmanaged indicators of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.

(b)		Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.

(c)		Assuming payment of the maximum contingent deferred sales charge (CDSC). The maximum CDSC for Class B Shares is 5% and is reduced to 0% after six years.

(d)		Assuming payment of the maximum CDSC. A CDSC of 1% is imposed on redemptions made within one year of purchase.

(e)		S&P 500 and Russell 1000 Growth Index since inception performance are as of March 31, 1987.


The GAMCO Growth Fund Disclosure of Fund Expenses (Unaudited) For the Six Month Period from July 1, 2010 through December 31, 2010		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, 2010.


	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	07/01/10		12/31/10		Ratio			Period*
*The GAMCO Growth Fund*
Actual Fund Return
Class AAA	$	1,000.00	$	1,263.20		1.45	%	$	8.27
Class A	$	1,000.00	$	1,263.10		1.45	%	$	8.27
Class B	$	1,000.00	$	1,258.10		2.20	%	$	12.52
Class C	$	1,000.00	$	1,258.70		2.20	%	$	12.52
Class I	$	1,000.00	$	1,264.50		1.20	%	$	6.85
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.90		1.45	%	$	7.38
Class A	$	1,000.00	$	1,017.90		1.45	%	$	7.38
Class B	$	1,000.00	$	1,014.12		2.20	%	$	11.17
Class C	$	1,000.00	$	1,014.12		2.20	%	$	11.17
Class I	$	1,000.00	$	1,019.16		1.20	%	$	6.11


*		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 (184 days), then divided by 365.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of December 31, 2010:

The GAMCO Growth Fund


Technology	20.9	%
Producer Durables	20.8	%
Energy	19.6	%
Materials and Processing	14.4	%
Consumer Staples	12.1	%
Financial Services	4.6	%
Health Care	4.1	%
Consumer Discretionary	3.3	%
U.S. Government Obligations	0.1	%
Other Assets and Liabilities (Net)	0.1	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended September 30, 2010. 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 twelve 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.

The GAMCO Growth Fund
Schedule of Investments — December 31, 2010


					Market
Shares			Cost		Value
		COMMON STOCKS — 99.8%
		TECHNOLOGY — 20.9%
		Electronics — 0.9%
	235,000	Intel Corp.	$	5,250,577	$	4,942,050

		Information Technology — 17.6%
	100,000	Adobe Systems Inc.†		3,641,791		3,078,000
	83,000	Apple Inc.†		13,305,759		26,772,480
	365,000	EMC Corp.†		7,419,017		8,358,500
	41,500	Google Inc., Cl. A†		20,866,152		24,649,755
	120,000	International Business Machines Corp.		14,215,707		17,611,200
	600,000	Microsoft Corp.		13,679,020		16,752,000

				73,127,446		97,221,935

		Telecommunications — 2.4%
	231,000	Cisco Systems Inc.†		6,053,354		4,673,130
	170,000	QUALCOMM Inc.		7,967,589		8,413,300

				14,020,943		13,086,430

		TOTAL TECHNOLOGY		92,398,966		115,250,415

		PRODUCER DURABLES — 20.8%
	100,000	ABB Ltd., ADR		2,330,004		2,245,000
	30,000	Caterpillar Inc.		2,525,976		2,809,800
	65,000	Cummins Inc.		3,598,357		7,150,650
	20,000	Deere & Co.		1,549,029		1,661,000
	137,000	Eaton Corp.		10,181,371		13,906,870
	155,000	Emerson Electric Co.		7,248,593		8,861,350
	80,000	Flowserve Corp.		7,600,809		9,537,600
	570,000	General Electric Co.		9,735,298		10,425,300
	140,000	Honeywell International Inc.		6,162,918		7,442,400
	150,000	ITT Corp.		7,461,619		7,816,500
	101,800	Jardine Matheson Holdings Ltd.		2,818,066		4,479,200
	76,000	Joy Global Inc.		3,564,284		6,593,000
	85,000	PACCAR Inc.		2,574,206		4,880,700
	50,000	Rockwell Collins Inc.		2,672,444		2,913,000
	20,000	Schneider Electric SA		2,936,313		2,993,332
	97,000	Siemens AG		9,629,065		12,015,955
	119,000	United Technologies Corp.		7,639,582		9,367,680

		TOTAL PRODUCER DURABLES		90,227,934		115,099,337

		ENERGY — 19.6%
	121,000	Apache Corp.		12,089,214		14,426,830
	173,000	Chesapeake Energy Corp.		4,084,495		4,482,430
	88,000	ConocoPhillips		5,236,625		5,992,800
	100,000	Devon Energy Corp.		7,736,257		7,851,000
	67,000	EOG Resources Inc.		6,053,904		6,124,470
	235,000	Hess Corp.		15,721,883		17,986,900
	116,000	Murphy Oil Corp.		7,625,187		8,647,800
	168,000	Occidental Petroleum Corp.		12,794,033		16,480,800
	145,000	Petroleo Brasileiro SA, ADR		6,329,620		4,954,650
	270,000	Southwestern Energy Co.†		11,335,965		10,106,100
	230,000	Ultra Petroleum Corp.†		11,172,750		10,987,100

		TOTAL ENERGY		100,179,933		108,040,880

		MATERIALS AND PROCESSING — 14.4%
	155,000	Agnico-Eagle Mines Ltd.		9,000,018		11,888,500
	145,000	Barrick Gold Corp.		6,667,197		7,711,100
	55,000	E. I. du Pont de Nemours and Co.		2,531,601		2,743,400
	89,500	Freeport-McMoRan Copper & Gold Inc.		7,166,717		10,748,055
	89,000	Monsanto Co.		5,173,948		6,197,960
	240,000	Newmont Mining Corp.		12,911,917		14,743,200
	68,000	Precision Castparts Corp.		8,127,662		9,466,280
	91,000	Rio Tinto plc, ADR		5,106,739		6,521,060
	125,500	The Mosaic Co.		6,802,212		9,583,180

		TOTAL MATERIALS AND PROCESSING		63,488,011		79,602,735

		CONSUMER STAPLES — 12.1%
	75,000	Colgate-Palmolive Co.		6,188,000		6,027,750
	104,122	Danone		6,028,970		6,542,323
	185,000	Nestlé SA		9,008,201		10,832,888
	212,600	PepsiCo Inc.		13,256,099		13,889,158
	295,000	The Coca-Cola Co.		16,053,263		19,402,150
	155,000	The Procter & Gamble Co.		9,476,900		9,971,150

		TOTAL CONSUMER STAPLES		60,011,433		66,665,419

		FINANCIAL SERVICES — 4.6%
	16,500	BlackRock Inc.		3,293,999		3,144,570
	222,000	Cheung Kong (Holdings) Ltd.		2,943,268		3,424,480
	9,000	MasterCard Inc., Cl. A		1,923,843		2,016,990
	35,000	Northern Trust Corp.		1,870,742		1,939,350
	106,500	Standard Chartered plc		2,578,539		2,865,072
	45,000	State Street Corp.		2,062,815		2,085,300
	106,000	Sun Hung Kai Properties Ltd.		1,561,651		1,760,575
	188,000	Swire Pacific Ltd., Cl. A		2,069,750		3,091,087
	180,000	The Charles Schwab Corp.		3,092,956		3,079,800
	30,000	Visa Inc., Cl. A		1,881,756		2,111,400

		TOTAL FINANCIAL SERVICES		23,279,319		25,518,624

See accompanying notes to financial statements.

The GAMCO Growth Fund
Schedule of Investments (Continued) — December 31, 2010


					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		HEALTH CARE — 4.1%
	70,000	Abbott Laboratories	$	3,780,164	$	3,353,700
	45,000	Becton, Dickinson and Co.		3,431,329		3,803,400
	35,000	Celgene Corp.†		1,902,575		2,069,900
	30,000	Novo Nordisk A/S, Cl. B		2,046,520		3,382,903
	15,000	Roche Holding AG, Genusschein		2,548,548		2,197,861
	60,000	St. Jude Medical Inc.†		2,339,457		2,565,000
	50,000	Stryker Corp.		2,934,218		2,685,000
	35,000	Varian Medical Systems Inc.†		1,479,895		2,424,800

		TOTAL HEALTH CARE		20,462,706		22,482,564

		CONSUMER DISCRETIONARY — 3.3%
	5,000	Amazon.com Inc.†		189,430		900,000
	25,000	Coach Inc.		676,483		1,382,750
	25,000	Costco Wholesale Corp.		1,194,227		1,805,250
	285,000	Johnson Controls Inc.		9,244,416		10,887,000
	10,000	NIKE Inc., Cl. B		546,568		854,200
	10,000	Polo Ralph Lauren Corp.		449,921		1,109,200
	22,400	Tiffany & Co.		469,547		1,394,848

		TOTAL CONSUMER DISCRETIONARY		12,770,592		18,333,248

		TOTAL COMMON STOCKS		462,818,894		550,993,222


Principal
Amount
		U.S. GOVERNMENT OBLIGATIONS — 0.1%
$	800,000	U.S. Treasury Bills, 0.105% to 0.170%††, 02/24/11 to 06/09/11		799,666		799,692

		TOTAL INVESTMENTS — 99.9%	$	463,618,560		551,792,914

		Other Assets and Liabilities (Net) — 0.1%				418,778

		NET ASSETS — 100.0%			$	552,211,692


†		Non-income producing security.

††		Represents annualized yield at date of purchase.

ADR		American Depositary Receipt

See accompanying notes to financial statements.

The GAMCO Growth Fund

Statement of Assets and Liabilities
December 31, 2010


Assets:
Investments, at value (cost $463,618,560)	$	551,792,914
Foreign currency, at value (cost $5)		5
Cash		2,587
Receivable for investments sold		654,382
Receivable for Fund shares issued		277,237
Dividends receivable		625,292
Prepaid expenses		46,549

Total Assets		553,398,966

Liabilities:
Payable for Fund shares redeemed		366,767
Payable for investment advisory fees		466,214
Payable for distribution fees		116,560
Payable for accounting fees		7,500
Payable for shareholder services fees		88,894
Payable for shareholder communications expenses		81,255
Other accrued expenses		60,084

Total Liabilities		1,187,274

Net Assets (applicable to 17,592,886 shares outstanding)	$	552,211,692

Net Assets Consist of:
Paid-in capital	$	918,719,575
Accumulated net realized loss on investments and foreign currency transactions		(454,697,754	)
Net unrealized appreciation on investments		88,174,354
Net unrealized appreciation on foreign currency translations		15,517

Net Assets	$	552,211,692

Shares of Beneficial Interest each at $0.01 par value; unlimited number of shares authorized:
Class AAA:
Net Asset Value, offering, and redemption price per share ($546,786,447 ÷ 17,418,960 shares outstanding)	$	31.39

Class A:
Net Asset Value and redemption price per share ($857,748 ÷ 27,315 shares outstanding)	$	31.40

Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	33.32

Class B:
Net Asset Value and offering price per share ($287,575 ÷ 9,658 shares outstanding)	$	29.78	(a)

Class C:
Net Asset Value and offering price per share ($787,376 ÷ 26,443 shares outstanding)	$	29.78	(a)

Class I:
Net Asset Value, offering, and redemption price per share ($3,492,546 ÷ 110,510 shares outstanding)	$	31.60


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

Statement of Operations
For the Year Ended December 31, 2010


Investment Income:
Dividends (net of foreign withholding taxes of $5,023)	$	7,583,467
Interest		2,074

Total Investment Income		7,585,541

Expenses:
Investment advisory fees		5,360,261
Distribution fees — Class AAA		1,325,070
Distribution fees — Class A		2,353
Distribution fees — Class B		2,571
Distribution fees — Class C		13,055
Shareholder services fees		588,878
Shareholder communications expenses		189,825
Custodian fees		87,768
Trustees’ fees		87,553
Legal and audit fees		68,122
Registration expenses		58,439
Accounting fees		45,000
Interest expense		1,837
Miscellaneous expenses		59,862

Total Expenses		7,890,594

Less:
Custodian fee credits		(34	)

Net Expenses		7,890,560

Net Investment Loss		(305,019	)

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized loss on investments		(4,356,431	)

Net realized loss on foreign currency transactions		(9,698	)

Net realized loss on investments and foreign currency transactions		(4,366,129	)

Net change in unrealized appreciation:
on investments		55,337,726
on foreign currency translations		12,827

Net change in unrealized appreciation on investments and foreign currency translations		55,350,553

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		50,984,424

Net Increase in Net Assets Resulting from Operations	$	50,679,405

See accompanying notes to financial statements.

The GAMCO Growth Fund

Statement of Changes in Net Assets


	Year Ended			Year Ended
	December 31, 2010			December 31, 2009
Operations:
Net investment loss	$	(305,019	)	$	(398,605	)
Net realized loss on investments and foreign currency transactions		(4,366,129	)		(77,482,264	)
Net change in unrealized appreciation on investments and foreign currency translations		55,350,553			272,245,690

Net Increase in Net Assets Resulting from Operations		50,679,405			194,364,821

Shares of Beneficial Interest Transactions:
Class AAA		(78,602,668	)		(72,334,029	)
Class A		(434,946	)		164,195
Class C		(915,285	)		(330,845	)
Class I		(716,189	)		(247,375	)

Net Decrease in Net Assets from Shares of Beneficial Interest Transactions		(80,669,088	)		(72,748,054	)

Redemption Fees		418			1,551

Net Increase/(Decrease) in Net Assets		(29,989,265	)		121,618,318
Net Assets:
Beginning of period		582,200,957			460,582,639

End of period (including undistributed net investment income of $0 and $0, respectively)	$	552,211,692		$	582,200,957

See accompanying notes to financial statements.

The GAMCO Growth Fund

Financial Highlights

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


			Income (Loss)																		Ratios to Average Net Assets/
			from Investment Operations																		Supplemental Data
						Net
	Net Asset		Net			Realized and			Total					Net Asset					Net Assets		Net
Period	Value,		Investment			Unrealized			from					Value,					End of		Investment						Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Redemption		End of		Total			Period		Income			Operating			Turnover
December 31	of Period		(Loss)(a)			Investments			Operations			Fees(a)(b)		Period		Return†			(in 000’s)		(Loss)			Expenses			Rate
Class AAA
2010	$	28.50	$	(0.02	)	$	2.91		$	2.89		$	0.00	$	31.39		10.1	%	$	546,786		(0.06	)%		1.47	%		55	%
2009		19.56		(0.02	)		8.96			8.94			0.00		28.50		45.7			575,203		(0.08	)		1.53			83
2008		36.17		(0.09	)		(16.52	)		(16.61	)		0.00		19.56		(45.9	)		455,357		(0.31	)		1.40			93
2007		30.62		(0.16	)		5.71			5.55			0.00		36.17		18.1			945,068		(0.49	)		1.45			91
2006		28.81		(0.05	)		1.86			1.81			0.00		30.62		6.3			956,811		(0.19	)		1.44			57
Class A
2010	$	28.50	$	(0.01	)	$	2.91		$	2.90		$	0.00	$	31.40		10.2	%	$	858		(0.05	)%		1.47	%		55	%
2009		19.57		(0.02	)		8.95			8.93			0.00		28.50		45.6			1,237		(0.08	)		1.53			83
2008		36.18		(0.08	)		(16.53	)		(16.61	)		0.00		19.57		(45.9	)		737		(0.29	)		1.40			93
2007		30.63		(0.08	)		5.63			5.55			0.00		36.18		18.1			707		(0.23	)		1.45			91
2006		28.82		(0.06	)		1.87			1.81			0.00		30.63		6.3			276		(0.19	)		1.44			57
Class B
2010	$	27.24	$	(0.21	)	$	2.75		$	2.54		$	0.00	$	29.78		9.3	%	$	288		(0.80	)%		2.22	%		55	%
2009		18.84		(0.19	)		8.59			8.40			0.00		27.24		44.6			263		(0.84	)		2.28			83
2008		35.10		(0.30	)		(15.96	)		(16.26	)		0.00		18.84		(46.3	)		182		(1.06	)		2.15			93
2007		29.93		(0.40	)		5.57			5.17			0.00		35.10		17.2			339		(1.23	)		2.20			91
2006		28.38		(0.27	)		1.82			1.55			0.00		29.93		5.5			289		(0.94	)		2.19			57
Class C
2010	$	27.23	$	(0.21	)	$	2.76		$	2.55		$	0.00	$	29.78		9.4	%	$	787		(0.80	)%		2.22	%		55	%
2009		18.84		(0.18	)		8.57			8.39			0.00		27.23		44.5			1,620		(0.82	)		2.28			83
2008		35.10		(0.28	)		(15.98	)		(16.26	)		0.00		18.84		(46.3	)		1,467		(1.05	)		2.15			93
2007		29.93		(0.40	)		5.57			5.17			0.00		35.10		17.2			1,001		(1.23	)		2.20			91
2006		28.38		(0.27	)		1.82			1.55			0.00		29.93		5.5			401		(0.95	)		2.19			57
Class I
2010	$	28.62	$	0.05		$	2.93		$	2.98		$	0.00	$	31.60		10.4	%	$	3,493		0.19	%		1.22	%		55	%
2009		19.60		0.04			8.98			9.02			0.00		28.62		46.0			3,878		0.17			1.28			83
2008(c)		33.70		0.00	(b)		(14.10	)		(14.10	)		0.00		19.60		(41.8	)		2,840		0.00	(d)(e)		1.15	(d)		93


†		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. Total return for a period of less than one year is not annualized.

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

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

(c)		From the commencement of offering Class I Shares on January 11, 2008 through December 31, 2008.

(d)		Annualized.

(e)		Amount represents less than 0.005%.

See accompanying notes to financial statements.

The GAMCO Growth Fund
Notes to Financial Statements

1. Organization. The GAMCO Growth Fund (the “Fund”) was organized on October 24, 1986 as a Massachusetts business trust. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary objective is capital appreciation. The Fund commenced investment operations on April 10, 1987.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which may require the use of management estimates and assumptions. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

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

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

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value 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.

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

	•		Level 1 — quoted prices in active markets for identical securities;

	•		Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

	•		Level 3 — significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of December 31, 2010 is as follows:


	Investments in
	Securities
	(Market Value)
Valuation Inputs	Assets
Level 1 — Quoted Prices*	$	550,993,222
Level 2 — Other Significant Observable Inputs*		799,692

Total	$	551,792,914


*		Portfolio holdings designated in Level 1 and Level 2 are disclosed individually in the Schedule of Investments (“SOI”). Level 2 consists of U.S. Government Obligations. Please refer to the SOI for the industry classifications of these portfolio holdings.

The Fund did not have significant transfers between Level 1 and Level 2 during the year ended December 31, 2010.

There were no Level 3 investments held at December 31, 2010 or December 31, 2009.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance to improve disclosure about fair value measurements which requires additional disclosures about transfers between Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). FASB also clarified existing disclosure requirements relating to the levels of disaggregation of fair value measurement and inputs and valuation techniques used to measure fair value. The amended guidance is effective for financial statements for fiscal years beginning after December 15, 2009 and interim periods within those fiscal years. Management has adopted the amended guidance and determined that there was no material impact to the Fund’s financial statements except for additional disclosures made in the notes. Disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Management is currently evaluating the impact of the additional disclosure requirements on the Fund’s financial statements.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

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 from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the net asset value (“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 included in “interest expense” in the Statement of Operations.

Distributions to Shareholders. Distributions to shareholders, if any, are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund and timing differences. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to the tax treatment of currency gains and losses, expired capital loss carryforwards, and a write-off of the current year net operating loss. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2010, reclassifications were made to decrease accumulated net investment loss by $305,019 and decrease accumulated net realized loss on investments and foreign currency transactions by $469,924,462, with an offsetting adjustment to additional paid-in capital.

No distributions were made during the years ended December 31, 2010 and December 31, 2009.

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the 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, 2010, the components of accumulated earnings/losses on a tax basis were as follows:


Accumulated capital loss carryforwards	$	(448,685,479	)
Net unrealized appreciation on investments and foreign currency translations		82,177,596

Total	$	(366,507,883	)

At December 31, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $448,685,479 which are available to reduce future required distributions of net capital gains to shareholders. $350,050,494 of the loss carryforward is available through 2011; $1,141,675 is available through 2012; $18,485,136 is available through 2016; $67,392,145 is available through 2017; and $11,616,029 is available through 2018.

During the year ended December 31, 2010, $469,914,764 of the capital loss carryforwards expired.

At December 31, 2010, the temporary difference between book basis and tax basis net unrealized appreciation was primarily due to deferral of losses from wash sales for tax purposes.

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2010:


			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	469,630,835	$	94,651,591	$	(12,489,512	)	$	82,162,079

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended December 31, 2010, the Fund did not incur any income tax, interest, or penalties. As of December 31, 2010, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended December 31, 2007 through December 31, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio, oversees the administration of all aspects of the Fund’s business and affairs, and pays the compensation of all Officers and Trustees of the Fund who are affiliated persons of the Adviser.

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $6,000 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee, Proxy Voting Committee, and the Lead Trustee each receive an annual fee of $1,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees 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, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Co.”), an affiliate of the Adviser, serves as Distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Co. at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended December 31, 2010, other than short-term securities and U.S. Government obligations, aggregated $292,401,131 and $372,572,596, respectively.

6. Transactions with Affiliates. During the year ended December 31, 2010, the Fund paid brokerage commissions on security trades of $6,160 to Gabelli & Co. Additionally, Gabelli & Co. informed the Fund that it retained $229 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 year ended December 31, 2010, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At December 31, 2010, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended December 31, 2010 was $181,602 with a weighted average interest rate of 1.40%. The maximum amount borrowed at any time during the year ended December 31, 2010 was $5,545,000.

8. Shares of Beneficial Interest. The Fund offers five classes of shares — Class AAA Shares, Class A Shares, Class B Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from Gabelli & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

approximately eight years after the original purchase. The applicable Class B CDSC is equal to a percentage declining from 5% 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 & Co.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the years ended December 31, 2010 and December 31, 2009 amounted to $418 and $1,551, respectively. The redemption fee does not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of 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.

Transactions in shares of beneficial interest were as follows:


	Year Ended						Year Ended
	December 31, 2010						December 31, 2009
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		724,280		$	20,032,512			1,248,178		$	28,547,900
Shares redeemed		(3,490,250	)		(98,635,180	)		(4,343,445	)		(100,881,929	)

Net decrease		(2,765,970	)	$	(78,602,668	)		(3,095,267	)	$	(72,334,029	)


Class A
Shares sold		9,652		$	278,393			22,812		$	568,856
Shares redeemed		(25,735	)		(713,339	)		(17,076	)		(404,661	)

Net increase/(decrease)		(16,083	)	$	(434,946	)		5,736		$	164,195


Class B
Shares sold		—		$	—			—		$	—
Shares redeemed		—			—			—			—

Net increase/(decrease)		—		$	—			—		$	—


Class C
Shares sold		4,596		$	126,688			13,413		$	316,290
Shares redeemed		(37,652	)		(1,041,973	)		(31,795	)		(647,135	)

Net decrease		(33,056	)	$	(915,285	)		(18,382	)	$	(330,845	)


Class I
Shares sold		31,707		$	888,202			61,341		$	1,460,614
Shares redeemed		(56,702	)		(1,604,391	)		(70,745	)		(1,707,989	)

Net decrease		(24,995	)	$	(716,189	)		(9,404	)	$	(247,375	)

The GAMCO Growth Fund
Notes to Financial Statements (Continued)

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

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading activity in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. In the administrative settlement order, the SEC found that the Adviser had willfully violated Section 206(2) of the 1940 Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had willfully aided and abetted and caused violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under the terms of the settlement, the Adviser, while neither admitting nor denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty), approximately $12.8 million of which is in the process of being paid to shareholders of the Global Growth Fund in accordance with a plan developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and acceptable to the staff of the SEC, and agreed to cease and desist from future violations of the above referenced federal securities laws and rule. The SEC order also noted the cooperation that the Adviser had given the staff of the SEC during its inquiry. The settlement did not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement. On the same day, the SEC filed a civil action against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer is also an officer of the Fund, the Global Growth Fund, and other funds in the Gabelli/GAMCO fund complex. The officer denied the allegations and is continuing in his positions with the Adviser and the funds. The court dismissed certain claims and found that the SEC was not entitled to pursue various remedies against the officer while leaving one remedy in the event the SEC were able to prove violations of law. The court subsequently dismissed without prejudice the remaining remedy against the officer, which would allow the SEC to appeal the court’s rulings. On October 29, 2010 the SEC filed its appeal with the U.S. Court of Appeals for the Second Circuit regarding the lower court’s orders. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Fund or the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

11. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

The GAMCO Growth Fund
Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
The GAMCO Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The GAMCO Growth Fund (hereafter referred to as the “Fund”) at December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2010 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 28, 2011

The GAMCO Growth Fund
Additional Fund Information (Unaudited)

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


	Term of	Number of
Name, Position(s)	Office and	Funds in Fund
Address¹	Length of	Complex Overseen		Principal Occupation(s)	Other Directorships
and Age	Time Served²	by Trustee		During Past Five Years	Held by Trustee⁴
INTERESTED TRUSTEES³:
Mario J. Gabelli Trustee Age: 68	Since 1992		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer — Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chief Executive Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)

John D. Gabelli Trustee Age: 66	Since 1995		10	Senior Vice President of Gabelli & Company, Inc.	—

Anthony Torna, Sr. Trustee Age: 84	Since 1987		1	Registered Representative, Maxim Group LLC from 2002; Investec Ernst & Company, 2001-2002	—

INDEPENDENT TRUSTEES⁵:

Anthony J. Colavita Trustee Age: 75	Since 1989		34	President of the law firm of Anthony J. Colavita, P.C.	—

James P. Conn Trustee Age: 72	Since 1992		18	Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings Ltd. (insurance holding company) (1992-1998)	Director of First Republic Bank (banking) through January 2008 and LaQuinta Corp. (hotels) through January 2006

Dugald A. Fletcher Trustee Age: 81	1989-1996 2000-present		2	President, Fletcher & Company, Inc.	Director of Harris and Harris Group, Inc. (venture capital)

Robert J. Morrissey Trustee Age: 71	Since 2001		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—

Anthony R. Pustorino Trustee Age: 85	Since 1987		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2002-2010)

Anthonie C. van Ekris Trustee Age: 76	1987-1989 1992-present		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	Director of Aurado Energy Inc. (oil and gas operations) through 2005

Salvatore J. Zizza Trustee Age: 65	1987-1996 2000-present		28	Chairman and Chief Executive Officer of Zizza & Co., Ltd. (private holding company) and Chief Executive Officer of General Employment Enterprises, Inc.	Director of Harbor BioSciences, Inc. (biotechnology) and Trans-Lux Corporation (business services); Chairman of each of BAM (manufacturing); Metropolitan Paper Recycling (recycling); Bergen Cove Realty Inc. (real estate); Bion Environmental Technologies (technology) (2005-2008); Director of Earl Scheib Inc. (automotive painting) through April 2009

The GAMCO Growth Fund
Report of Independent Registered Public Accounting Firm


	Term of
Name, Position(s)	Office and
Address¹	Length of	Principal Occupation(s)
and Age	Time Served²	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 59	Since 1994	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex. Director of Teton Advisors, Inc. since 1998; Chairman of Teton Advisors, Inc. 2008 to 2010; President of Teton Advisors, Inc. 1998 through 2008; Senior Vice President of GAMCO Investors, Inc. since 2008

Agnes Mullady Treasurer Age: 52	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

Peter D. Goldstein Chief Compliance Officer Age: 57	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex


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

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

³		“Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mr. Torna is considered an interested person because he is a registered broker with a firm to which the Fund Complex (but not the Fund) pays brokerage commissions. Mario J. Gabelli and John D. Gabelli are brothers.

⁴		This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁵		Trustees who are not interested persons are considered “Independent” Trustees.

GAMCO

The GAMCO Growth Fund

ANNUAL REPORT
DECEMBER 31, 2010

The GAMCO Growth Fund
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
fax: 914-921-5118
website: www.gabelli.com
e-mail: info@gabelli.com
Net Asset Value per share available daily by calling
800-GABELLI after 7:00 P.M.

Board of Trustees

Mario J. Gabelli, CFA
Chairman and Chief
Executive Officer
GAMCO Investors, Inc.

Anthony J. Colavita
President
Anthony J. Colavita, P.C.

James P. Conn
Former Chief Investment Officer
Financial Security Assurance
Holdings Ltd.

Dugald A. Fletcher
President
Fletcher & Company, Inc.

John D. Gabelli
Senior Vice President
Gabelli & Company, Inc.

Robert J. Morrissey
Attorney-at-Law
Morrissey, Hawkins & Lynch

Anthony R. Pustorino
Certified Public Accountant,
Professor Emeritus
Pace University

Anthony Torna
Maxim Group LLC

Anthonie C. van Ekris
Chairman
BALMAC International, Inc.

Salvatore J. Zizza
Chairman
Zizza & Co., Ltd.

Officers and Portfolio Manager

Bruce N. Alpert
President and Secretary

Peter D. Goldstein
Chief Compliance Officer

Howard F. Ward, CFA
Portfolio Manager

Agnes Mullady
Treasurer

Distributor
Gabelli & Company, Inc.

Custodian, Transfer Agent, and Dividend Agent
State Street Bank and Trust Company

Legal Counsel
Skadden, Arps, Slate, Meagher & Flom LLP

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

GAB406Q410SR

Item 2. Code of Ethics.

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

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

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


Item 3.		Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s Board of Trustees has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.


Item 4.		Principal Accountant Fees and Services.

Audit Fees

(a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $42,400 for 2009 and $34,767 for 2010.

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 2009 and $0 for 2010.

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 $3,800 for 2009 and $3,625 for 2010. 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 2009 and $0 for 2010.

	(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)		100%

	(c)		100%

	(d)		N/A

(f)

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

	(g)		The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2009 and $0 for 2010.

	(h)		The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.


Item 5.		Audit Committee of Listed registrants.

Not applicable.


Item 6.		Investments.

(a)		Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b)		Not applicable.


Item 7.		Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.


Item 8.		Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.


Item 9.		Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.


Item 10.		Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, 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 GAMCO Growth Fund
By (Signature and Title)*	/s/ Bruce N. Alpert
	Bruce N. Alpert, Principal Executive Officer

Date 3/9/11

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 3/9/11



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

Date 3/9/11


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