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 811-06367

Gabelli Equity Series Funds, 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: September 30

Date of reporting period: March 31, 2009

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 Gabelli Small Cap Growth Fund

Semi-Annual Report _(a)
March 31, 2009

To Our Shareholders,

     The Gabelli Small Cap Growth Fund’s Class AAA Shares declined 10.81% for the quarter ending March 31, 2009, versus declines of 14.95% for the Russell 2000 Index and 7.68% for the Value Line Composite Index.

Comparative Results

Average Annual Returns through March 31, 2009 (a)(b)

																			Since
																			Inception
	Quarter			1 Year			3 Year			5 Year			10 Year			15 Year			(10/22/91)
Gabelli Small Cap Growth Fund Class AAA		(10.81	)%		(33.50	)%		(10.63	)%		(0.73	)%		6.54	%		8.46	%		10.73	%
Russell 2000 Index		(14.95	)		(37.50	)		(16.80	)		(5.24	)		1.93			4.94			6.45
Value Line Composite Index		(7.68	)		(36.76	)		(14.78	)		(4.25	)		3.80			7.38			8.43
Class A		(10.81	)		(33.47	)		(10.62	)		(0.73	)		6.54			8.46			10.73
		(15.94	)(c)		(37.29	)(c)		(12.37	)(c)		(1.90	)(c)		5.92	(c)		8.04	(c)		10.36	(c)
Class B		(10.95	)		(33.97	)		(11.28	)		(1.46	)		6.13			8.18			10.49
		(15.40	)(d)		(37.28	)(d)		(12.18	)(d)		(1.86	)(d)		6.13			8.18			10.49
Class C		(10.95	)		(33.95	)		(11.27	)		(1.46	)		6.13			8.18			10.49
		(11.84	)(e)		(34.61	)(e)		(11.27	)		(1.46	)		6.13			8.18			10.49
Class I		(10.78	)		(33.32	)		(10.54	)		(0.67	)		6.57			8.48			10.75

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.45%, 1.45%, 2.20%, 2.20%, and 1.20%, respectively. Class AAA and 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)	The Fund’s fiscal year ends September 30.
(b)	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 of 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 AAA Shares net asset values (“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 for the Class B Shares and Class C Shares would have been lower and Class I Shares would have been higher due to the differences in expenses associated with these classes of shares. Investing in small capitalization securities involves special risks because these securities may trade less frequently and experience more abrupt price movements than large capitalization securities. The Russell 2000 Index of small U.S. companies and the Value Line Composite Index (composed of equally weighted positions in every stock covered in the Value Line Investment Survey) are unmanaged indicators of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(c)	Includes the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	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.
(e)	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.

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

The Gabelli Small Cap Growth Fund
Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2008 through March 31, 2009 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/08		03/31/09		Ratio			Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA	$	1,000.00	$	696.80		1.50	%	$	6.35
Class A	$	1,000.00	$	697.70		1.50	%	$	6.35
Class B	$	1,000.00	$	694.40		2.25	%	$	9.50
Class C	$	1,000.00	$	694.60		2.25	%	$	9.51
Class I	$	1,000.00	$	697.70		1.25	%	$	5.29
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.45		1.50	%	$	7.54
Class A	$	1,000.00	$	1,017.45		1.50	%	$	7.54
Class B	$	1,000.00	$	1,013.71		2.25	%	$	11.30
Class C	$	1,000.00	$	1,013.71		2.25	%	$	11.30
Class I	$	1,000.00	$	1,018.70		1.25	%	$	6.29

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of March 31, 2009:

The Gabelli Small Cap Growth Fund

U.S. Government Obligations	14.9	%
Equipment and Supplies	10.4	%
Food and Beverage	7.6	%
Health Care	7.6	%
Diversified Industrial	6.7	%
Energy and Utilities	6.3	%
Financial Services	5.1	%
Automotive: Parts and Accessories	4.3	%
Business Services	4.2	%
Retail	3.7	%
Specialty Chemicals	3.5	%
Aviation: Parts and Services	2.5	%
Consumer Products	2.2	%
Hotels and Gaming	2.0	%
Electronics	2.0	%
Telecommunications	1.7	%
Cable	1.6	%
Entertainment	1.5	%
Communications Equipment	1.2	%
Wireless Communications	1.2	%
Consumer Services	1.1	%
Real Estate	1.0	%
Computer Software and Services	0.9	%
Machinery	0.8	%
Educational Services	0.8	%
Environmental Services	0.8	%
Publishing	0.7	%
Manufactured Housing and Recreational Vehicles	0.7	%
Metals and Mining	0.7	%
Transportation	0.6	%
Aerospace	0.6	%
Broadcasting	0.4	%
Closed-End Funds	0.3	%
Automotive	0.2	%
Home Furnishings	0.1	%
Futures Contracts — Long Position	0.1	%
Paper and Forest Products	0.1	%
Building and Construction	0.1	%
Mutual Funds	0.0	%
Agriculture	0.0	%
Other Assets and Liabilities (Net)	(0.2	)%
	100.0	%

The Gabelli Small Cap Growth Fund (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 December 31, 2008. 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.

3

The Gabelli Small Cap Growth Fund
Schedule of Investments — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 85.2%
		Aerospace — 0.6%
	228,000	Herley Industries Inc.†	$	3,494,497	$	2,726,880
	4,000	Innovative Solutions & Support Inc.		51,817		16,920
	70,000	Rockwell Automation Inc.		1,715,672		1,528,800
				5,261,986		4,272,600
		Agriculture — 0.0%
	1,500	Cadiz Inc.†		9,904		11,970
	3,500	The Mosaic Co.		74,541		146,930
				84,445		158,900
		Automotive — 0.2%
	50,000	Navistar International Corp.†		1,171,612		1,673,000
	35,000	Oshkosh Corp.		455,998		235,900
				1,627,610		1,908,900
		Automotive: Parts and Accessories — 4.3%
	3,816	ATC Technology Corp.†		47,013		42,739
	1,000	BERU AG		106,336		101,638
	150,000	BorgWarner Inc.		1,609,839		3,045,000
	72,022	China Automotive Systems Inc.†		350,864		252,797
	270,000	Dana Holding Corp.†		807,449		124,200
	240,900	Earl Scheib Inc.† (a)		1,475,236		457,710
	150,000	Lear Corp.†		768,807		112,500
	300,000	Midas Inc.†		4,424,864		2,376,000
	300,000	Modine Manufacturing Co.		5,400,565		750,000
	11,000	Monro Muffler Brake Inc.		49,307		300,630
	570,000	O’Reilly Automotive Inc.†		15,393,341		19,955,700
	225,000	Proliance International Inc.†		763,514		38,250
	10,000	Puradyn Filter Technologies Inc.†		5,190		2,700
	130,000	SORL Auto Parts Inc.†		721,639		234,000
	80,375	Spartan Motors Inc.		388,580		323,108
	330,000	Standard Motor Products Inc.		3,720,734		907,500
	72,700	Strattec Security Corp.		1,948,207		606,318
	105,000	Superior Industries International Inc.		1,656,698		1,244,250
	360,000	Tenneco Inc.†		3,357,500		586,800
	330,000	The Pep Boys - Manny, Moe & Jack		3,950,049		1,455,300
	27,000	Thor Industries Inc.		250,194		421,740
	46,000	Wonder Auto Technology Inc.†		299,248		164,680
				47,495,174		33,503,560
		Aviation: Parts and Services — 2.5%
	25,000	AAR Corp.†		302,990		313,500
	10,000	Astronics Corp.†		39,192		110,000
	2,500	Astronics Corp., Cl. B†		9,798		25,625
	14,000	Barnes Group Inc.		119,438		149,660
	205,000	Curtiss-Wright Corp.		4,656,749		5,750,250
	7,500	Ducommun Inc.		80,125		109,050
	30,000	Embraer-Empresa Brasileira de Aeronautica SA, ADR		508,773		398,100
	22,000	Gamesa Corp. Tecnologica SA		134,728		282,355
	380,000	GenCorp Inc.†		3,338,553		805,600
	645,300	Kaman Corp.		9,574,155		8,092,062
	90,000	Moog Inc., Cl. A†		732,784		2,058,300
	10,000	Moog Inc., Cl. B†		299,510		235,000
	500,000	The Fairchild Corp., Cl. A†		1,361,101		5,500
	90,200	Woodward Governor Co.		1,169,762		1,008,436
				22,327,658		19,343,438
		Broadcasting — 0.4%
	220,800	Acme Communications Inc.†		1,025,319		55,200
	104,000	Beasley Broadcast Group Inc., Cl. A		718,113		219,440
	2,000	Cogeco Inc.		39,014		38,150
	295,000	Crown Media Holdings Inc., Cl. A†		1,848,397		601,800
	3,333	CTN Media Group Inc.† (b)		16,800		3
	2,000	Global Traffic Network Inc.†		11,904		6,060
	2,433	Granite Broadcasting Corp.†		822,771		243
	440,000	Gray Television Inc.		3,280,619		140,800
	36,000	Gray Television Inc., Cl. A		325,683		25,200
	48,000	Hearst-Argyle Television Inc.		425,523		199,680
	120,000	Ideation Acquisition Corp.†		953,800		904,800
	250	Liberty Media Corp. - Capital, Cl. A†		2,516		1,745
	10,000	Nexstar Broadcasting Group Inc., Cl. A†		33,219		6,800
	510,341	Salem Communications Corp., Cl. A†		2,326,408		285,791
	230,000	Sinclair Broadcast Group Inc., Cl. A		2,274,917		236,900
	200,000	Sirius XM Radio Inc.†		366,189		70,000
	20,000	Spanish Broadcasting System Inc., Cl. A†		179,117		3,000
	350,000	Young Broadcasting Inc., Cl. A†		462,493		3,500
				15,112,802		2,799,112
		Building and Construction — 0.1%
	25,000	Huttig Building Products Inc.†		90,165		9,500
	25,000	Insituform Technologies Inc., Cl. A†		464,646		391,000
	1,000	Universal Forest Products Inc.		12,125		26,610
				566,936		427,110
		Business Services — 4.2%
	30,000	ACCO Brands Corp.†		319,907		29,400
	420,000	AMICAS Inc.†		1,376,405		852,600

See accompanying notes to financial statements.

4

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

Shares/					Market
Units			Cost		Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	91,300	Ascent Media Corp., Cl. A†	$	2,254,833	$	2,282,500
	6,000	BB Holdings Ltd.†		23,159		11,550
	445,000	BPW Acquisition Corp.†		4,399,929		4,165,200
	5,000	BrandPartners Group Inc.†		4,850		100
	130,000	Clear Channel Outdoor Holdings Inc., Cl. A†		1,084,174		477,100
	4,500	Cockleshell Ltd.†		0		3,390
	2,200	comScore Inc.†		36,300		26,598
	300,000	Diebold Inc.		10,796,891		6,405,000
	440,000	Edgewater Technology Inc.†		2,381,405		1,232,000
	330,000	Furmanite Corp.†		1,270,979		1,026,300
	119,931	GP Strategies Corp.†		992,735		426,954
	35,589	GSE Systems Inc.†		138,667		211,755
	500	GSI Commerce Inc.†		8,649		6,550
	2,400	Impellam Group plc†		3,303		1,188
	60,000	Interactive Data Corp.		534,171		1,491,600
	420,000	Intermec Inc.†		7,888,065		4,368,000
	25,000	Lamar Advertising Co., Cl. A†		176,135		243,750
	13,000	Landauer Inc.		234,859		658,840
	4,000	MDC Partners Inc., Cl. A†		12,360		13,160
	190,000	Nashua Corp.†		1,787,298		190,000
	130,000	R. H. Donnelley Corp.†		535,785		39,650
	816	Shellproof Ltd.†		806		503
	600	Shellshock Ltd.†		327		430
	65,000	Sohgo Security Services Co. Ltd.		829,111		554,882
	12,500	SP Acquisition Holdings Inc.†		125,000		118,125
	17,000	Stamps.com Inc.†		93,391		164,900
	6,000	StarTek Inc.†		82,087		18,600
	20,000	The Brink’s Co.		424,864		529,200
	1,400,000	The Interpublic Group of Companies Inc.†		10,537,393		5,768,000
	158,000	Trans-Lux Corp.† (a)		1,174,089		34,760
	33,050	TransAct Technologies Inc.†		172,690		85,600
	48,000	United Rentals Inc.†		312,080		202,080
	145,000	ValueClick Inc.†		2,688,233		1,233,950
				52,700,930		32,874,215
		Cable — 1.6%
	230,000	Adelphia Communications Corp., Cl. A† (b)		29,650		0
	230,000	Adelphia Communications Corp., Cl. A, Escrow† (b)		0		0
	230,000	Adelphia Recovery Trust†		0		23
	500,000	Cablevision Systems Corp., Cl. A		121,520		6,470,000
	9,329	Liberty Global Inc., Cl. A†		249,972		135,830
	9,329	Liberty Global Inc., Cl. C†		240,169		131,819
	520,000	LIN TV Corp., Cl. A†		4,478,502		582,400
	33,000	Outdoor Channel Holdings Inc.†		271,136		225,060
	230,000	The DIRECTV Group Inc.†		5,723,684		5,241,700
				11,114,633		12,786,832
		Closed-End Funds — 0.3%
	99,702	The Central Europe and Russia Fund Inc.		2,860,058		1,524,444
	36,700	The European Equity Fund Inc.†		386,832		161,480
	54,000	The New Germany Fund Inc.		635,491		343,440
	11,000	The Spain Fund Inc.		103,029		44,220
				3,985,410		2,073,584
		Communications Equipment — 1.2%
	160,000	Communications Systems Inc.		1,147,120		1,225,600
	525,000	Sycamore Networks Inc.†		1,705,330		1,401,750
	275,000	Thomas & Betts Corp.†		5,127,066		6,880,500
				7,979,516		9,507,850
		Computer Software and Services — 0.9%
	5,000	Borland Software Corp.†		35,110		2,300
	97,500	FalconStor Software Inc.†		696,671		233,025
	68,759	Global Sources Ltd.†		856,209		267,472
	60,000	Mentor Graphics Corp.†		800,505		266,400
	20,187	MKS Instruments Inc.†		367,981		296,143
	200,000	NCR Corp.†		2,270,014		1,590,000
	45,000	OpenTV Corp., Cl. A†		235,263		67,950
	6,000	Phoenix Technologies Ltd.†		41,368		9,720
	800,000	StorageNetworks Inc., Escrow† (b)		0		24,000
	295,000	Tyler Technologies Inc.†		1,164,997		4,315,850
	27,000	WebMediaBrands Inc.†		47,786		10,800
				6,515,904		7,083,660
		Consumer Products — 2.2%
	75,000	1-800-FLOWERS.COM Inc., Cl. A†		701,203		155,250
	11,750	Adams Golf Inc.†		101,176		28,200
	46,150	Alberto-Culver Co.		1,101,811		1,043,452
	33,500	Chofu Seisakusho Co. Ltd.		484,644		622,721
	30,000	Church & Dwight Co. Inc.		303,670		1,566,900
	400,000	Coachmen Industries Inc.†		1,269,146		260,000
	220,000	Eastman Kodak Co.		1,848,124		836,000
	6,000	Elizabeth Arden Inc.†		82,125		34,980
	140,000	Escada AG†		2,684,981		353,409
	2,000	Harley-Davidson Inc.		4,713		26,780
	275,000	Hartmarx Corp.†		953,139		12,100
	310,000	Marine Products Corp.		324,288		1,314,400
	27,500	National Presto Industries Inc.		849,878		1,677,775
	10,000	Revlon Inc., Cl. A†		177,583		24,800
	250,000	Sally Beauty Holdings Inc.†		1,564,882		1,420,000

See accompanying notes to financial statements.

5

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	750,000	Schiff Nutrition International Inc.†	$	2,148,754	$	3,375,000
	3,070	Steven Madden Ltd.†		37,266		57,655
	30,000	Stewart Enterprises Inc., Cl. A		197,988		97,200
	150,000	Swedish Match AB		2,969,646		2,171,691
	87,425	Syratech Corp.†		17,426		481
	16,000	The Scotts Miracle-Gro Co., Cl. A		320,814		555,200
	17,000	WD-40 Co.		470,278		410,380
	68,000	Wolverine World Wide Inc.		661,926		1,059,440
				19,275,461		17,103,814
		Consumer Services — 1.1%
	40,000	Bowlin Travel Centers Inc.†		39,722		42,000
	30,000	Brink’s Home Security Holdings Inc.†		549,842		678,000
	2,750	Collectors Universe Inc.		8,720		10,698
	5,000	eLong Inc., ADR†		59,917		30,400
	2,000	Expedia Inc.†		19,829		18,160
	20,000	IAC/InterActiveCorp.†		221,743		304,600
	180,000	Martha Stewart Living Omnimedia Inc., Cl. A†		1,382,828		448,200
	20,000	Response USA Inc.† (b)		16,500		40
	400,500	Rollins Inc.		2,284,661		6,868,575
	10,000	TiVo Inc.†		74,563		70,400
				4,658,325		8,471,073
		Diversified Industrial — 6.7%
	29,000	Acuity Brands Inc.		278,896		653,660
	13,000	Albany International Corp., Cl. A		331,436		117,650
	135,000	Ampco-Pittsburgh Corp.		1,852,418		1,790,100
	6,000	Anixter International Inc.†		57,120		190,080
	385,000	Baldor Electric Co.		9,739,900		5,578,650
	14,000	Brush Engineered Materials Inc.†		289,973		194,180
	300,000	Crane Co.		5,694,990		5,064,000
	100,000	Delta plc		212,289		155,681
	3,000	ESCO Technologies Inc.†		49,914		116,100
	18,640	Foster Wheeler AG†		36,171		325,641
	13,000	Gardner Denver Inc.†		129,613		282,620
	160,000	Greif Inc., Cl. A		1,763,054		5,326,400
	40,900	Greif Inc., Cl. B		1,439,456		1,335,794
	745,931	Griffon Corp.†		8,805,668		5,594,483
	140,000	Hawk Corp., Cl. A†		2,132,089		1,617,000
	10,000	Insteel Industries Inc.		4,250		69,600
	320,700	Katy Industries Inc.†		813,118		288,630
	70,000	Lindsay Corp.		1,477,728		1,890,000
	440,000	Magnetek Inc.†		1,947,127		792,000
	32,000	Matthews International Corp., Cl. A		748,294		921,920
	275,000	Myers Industries Inc.		2,507,046		1,688,500
	192,297	National Patent Development Corp.†		227,540		230,756
	379,703	National Patent Development Corp.† (b)(c)		949,258		433,946
	115,000	Oil-Dri Corp. of America		1,103,116		1,696,250
	15,000	Olin Corp.		232,292		214,050
	245,000	Park-Ohio Holdings Corp.†		1,485,571		798,700
	88,000	Precision Castparts Corp.		1,768,194		5,271,200
	32,000	Roper Industries Inc.		620,029		1,358,400
	33,000	Sonoco Products Co.		911,856		692,340
	43,000	Stamford Industrial Group Inc.†		156,830		86,000
	66,000	Standex International Corp.		1,323,405		607,200
	188,006	Tech/Ops Sevcon Inc.		1,217,504		253,808
	370,000	Textron Inc.		2,276,853		2,123,800
	195,000	Tredegar Corp.		2,908,161		3,184,350
	127,000	WHX Corp.†		2,133,793		850,900
				57,624,952		51,794,389
		Educational Services — 0.8%
	55,000	Career Education Corp.†		1,030,517		1,317,800
	140,000	Corinthian Colleges Inc.†		1,095,854		2,723,000
	200,000	Universal Technical Institute Inc.†		3,527,227		2,400,000
				5,653,598		6,440,800
		Electronics — 2.0%
	54,000	Badger Meter Inc.		1,301,304		1,560,060
	130,000	Bel Fuse Inc., Cl. A		3,802,035		1,615,900
	610,000	California Micro Devices Corp.†		2,628,286		1,482,300
	380,000	CTS Corp.		3,686,287		1,371,800
	73,000	Cypress Semiconductor Corp.†		354,472		494,210
	50,000	Greatbatch Inc.†		951,334		967,500
	20,000	IMAX Corp.†		158,565		86,200
	370,000	KEMET Corp.†		1,583,070		90,650
	90,000	Methode Electronics Inc.		768,649		322,200
	262,500	Park Electrochemical Corp.		6,166,445		4,536,000
	165,000	Stoneridge Inc.†		1,434,628		348,150
	350,000	Trident Microsystems Inc.†		1,469,567		511,000
	260,000	Zoran Corp.†		2,580,598		2,288,000
	5,200	Zygo Corp.†		26,735		23,868
				26,911,975		15,697,838
		Energy and Utilities — 6.3%
	3,000	AGL Resources Inc.		51,525		79,590
	110,000	Callon Petroleum Co.†		970,070		119,900
	15,000	Central Vermont Public Service Corp.		273,572		259,500

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities (Continued)
	43,000	CH Energy Group Inc.	$	1,679,997	$	2,016,700
	12,000	Chesapeake Utilities Corp.		236,752		365,760
	50,000	CMS Energy Corp.		273,275		592,000
	23,000	Connecticut Water Service Inc.		464,832		466,440
	6,000	Consolidated Water Co. Ltd.		119,247		65,100
	150,000	Covanta Holding Corp.†		644,530		1,963,500
	200,000	El Paso Electric Co.†		2,804,771		2,818,000
	4,000	Ener1 Inc.†		24,684		20,680
	30,000	Environmental Power Corp.†		130,012		10,800
	146,500	Florida Public Utilities Co.		1,404,426		1,431,305
	167,000	Great Plains Energy Inc.		3,957,333		2,249,490
	14,500	Maine & Maritimes Corp.		533,667		507,500
	45,000	Middlesex Water Co.		773,022		648,000
	10,000	Nicor Inc.		221,003		332,300
	33,000	Oceaneering International Inc.†		1,043,012		1,216,710
	152,000	Pennichuck Corp.		3,510,285		3,108,400
	2,000	PetroQuest Energy Inc.†		5,250		4,800
	1,025,000	PNM Resources Inc.		11,415,563		8,466,500
	90,000	Rowan Companies Inc.		1,939,375		1,077,300
	1,065,000	RPC Inc.		1,882,457		7,060,950
	85,000	SJW Corp.		1,385,457		2,161,550
	300,000	Southern Union Co.		5,117,716		4,566,000
	140,000	Southwest Gas Corp.		2,817,495		2,949,800
	45,000	Tesoro Corp.		455,817		606,150
	4,000	Toreador Resources Corp.†		15,250		10,040
	25,000	Union Drilling Inc.†		198,390		95,000
	10,000	Vestas Wind Systems A/S†		89,988		438,788
	200,000	Westar Energy Inc.		3,538,764		3,506,000
				47,977,537		49,214,553
		Entertainment — 1.5%
	175,000	Aruze Corp.†		3,355,387		857,453
	82,000	Carmike Cinemas Inc.		687,816		212,380
	6,048	Chestnut Hill Ventures† (b)		164,590		203,681
	52,000	Discovery Communications Inc., Cl. A†		826,160		833,040
	35,000	Discovery Communications Inc., Cl. C†		508,241		512,750
	245,900	Dover Motorsports Inc.		1,218,751		454,915
	140,000	Fisher Communications Inc.		6,789,339		1,366,400
	16,000	International Speedway Corp., Cl. A		515,479		352,960
	2,500	International Speedway Corp., Cl. B		45,000		53,125
	1,000	Liberty Media Corp. - Entertainment, Cl. A†		13,208		19,950
	180,000	Macrovision Solutions Corp.†		2,773,784		3,202,200
	20,000	Six Flags Inc.†		100,600		5,400
	325,000	Take-Two Interactive Software Inc.		6,434,568		2,713,750
	100,000	Triple Crown Media Inc.†		327,865		1,500
	60,000	World Wrestling Entertainment Inc., Cl. A		681,642		692,400
	97,057	WPT Enterprises Inc.†		230,331		55,322
				24,672,761		11,537,226
		Environmental Services — 0.8%
	5,000	Renegy Holdings Inc.†		16,929		7,500
	360,000	Republic Services Inc.		4,605,576		6,174,000
				4,622,505		6,181,500
		Equipment and Supplies — 10.4%
	15,000	A.O. Smith Corp., Cl. A		336,569		382,500
	247,000	AMETEK Inc.		990,231		7,723,690
	470,000	Baldwin Technology Co. Inc., Cl. A†		1,452,701		446,500
	26,000	Belden Inc.		297,690		325,260
	7,000	C&D Technologies Inc.†		58,645		12,950
	50,000	Capstone Turbine Corp.†		103,400		36,000
	280,000	CIRCOR International Inc.		5,997,409		6,305,600
	360,000	CLARCOR Inc.		2,220,613		9,068,400
	250,000	Core Molding Technologies Inc.†		447,721		350,000
	170,000	Crown Holdings Inc.†		687,034		3,864,100
	2,000	Danaher Corp.		34,106		108,440
	85,000	Donaldson Co. Inc.		1,410,444		2,281,400
	90,000	Entegris Inc.†		708,040		77,400
	40,000	Fedders Corp.† (b)		10,068		0
	191,000	Flowserve Corp.		6,063,564		10,718,920
	160,000	Franklin Electric Co. Inc.		1,496,658		3,540,800
	180,000	Gerber Scientific Inc.†		1,561,807		430,200
	95,000	Graco Inc.		1,144,339		1,621,650
	1,040,000	GrafTech International Ltd.†		12,801,904		6,406,400
	100,000	IDEX Corp.		765,938		2,187,000
	27,000	Interpump Group SpA		106,042		98,469
	2,000	Itron Inc.†		126,154		94,700
	4,000	Jarden Corp.†		11,351		50,680
	9,500	K-Tron International Inc.†		124,799		576,365
	80,000	L.S. Starrett Co., Cl. A		1,259,460		500,000
	34,000	Littelfuse Inc.†		658,694		373,660
	120,000	Lufkin Industries Inc.		1,638,827		4,545,600
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		917,917
	75,000	Met-Pro Corp.		618,906		611,250
	23,000	Mueller Industries Inc.		719,453		498,870
	12,000	Plantronics Inc.		275,609		144,840
	2,000	Regal-Beloit Corp.		59,351		61,280
	120,000	Robbins & Myers Inc.		1,646,566		1,820,400
	121,000	SL Industries Inc.†		1,425,363		559,020
	5,000	Teleflex Inc.		76,167		195,450

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Equipment and Supplies (Continued)
	300,000	Tennant Co.	$	6,044,139	$	2,811,000
	320,000	The Gorman-Rupp Co.		6,150,199		6,336,000
	95,000	The Greenbrier Cos. Inc.		1,175,802		347,700
	90,000	The Manitowoc Co. Inc.		617,155		294,300
	14,000	The Middleby Corp.†		348,746		454,020
	8,000	Valmont Industries Inc.		176,298		401,680
	70,000	Vicor Corp.		769,269		342,300
	7,875	Watsco Inc., Cl. B		23,627		272,239
	153,000	Watts Water Technologies Inc., Cl. A		3,377,189		2,992,680
	50,000	Wolverine Tube Inc.†		50,263		4,500
				66,427,919		81,192,130
		Financial Services — 5.1%
	10,404	Alleghany Corp.†		1,791,693		2,817,715
	25,287	Argo Group International Holdings Ltd.†		844,293		761,897
	100,000	Bank of Florida Corp.†		1,294,226		376,000
	133,000	BKF Capital Group Inc.		1,138,774		127,680
	444,000	CNA Surety Corp.†		5,206,134		8,187,360
	22,000	Crazy Woman Creek Bancorp Inc.		343,564		374,000
	1,781	Deerfield Capital Corp.		25,290		1,781
	150,000	Discover Financial Services		2,610,856		946,500
	10,000	Duff & Phelps Corp., Cl. A†		158,736		157,500
	37,000	Epoch Holding Corp.		63,098		254,190
	3,000	Federal Agricultural Mortgage Corp., Cl. C		24,000		8,040
	7,070	Fidelity Southern Corp.		50,197		17,675
	200,000	Flushing Financial Corp.		3,171,622		1,204,000
	300,000	Janus Capital Group Inc.		1,975,582		1,995,000
	40,000	JPMorgan Chase & Co.		1,075,346		1,063,200
	2,000	KBW Inc.†		40,585		40,700
	60,000	LaBranche & Co. Inc.†		557,086		224,400
	1,000	LandAmerica Financial Group Inc.		12,175		65
	120,000	Legg Mason Inc.		2,133,628		1,908,000
	3,000	Leucadia National Corp.†		24,354		44,670
	75,000	MVC Capital Inc.		861,134		630,750
	260,800	Nara Bancorp Inc.		3,199,133		766,752
	3,000	NetBank Inc.† (b)		6,056		15
	150,000	NewAlliance Bancshares Inc.		2,090,474		1,761,000
	155,000	Och-Ziff Capital Management Group LLC, Cl. A		933,420		940,850
	11,000	PrivateBancorp Inc.		321,408		159,060
	24,000	Seacoast Banking Corp. of Florida		205,927		72,720
	200,000	Sterling Bancorp		3,163,359		1,980,000
	145,000	SWS Group Inc.		2,727,216		2,251,850
	10,000	T. Rowe Price Group Inc.		270,786		288,600
	11,333	Tree.com Inc.†		79,922		52,358
	4,800	Value Line Inc.		194,670		131,232
	450,000	Waddell & Reed Financial Inc., Cl. A		9,026,154		8,131,500
	30,000	Wells Fargo & Co.		488,920		427,200
	137,000	Wilmington Trust Corp.		4,051,496		1,327,530
				50,161,314		39,431,790
		Food and Beverage — 7.6%
	40,000	Boston Beer Co. Inc., Cl. A†		690,674		834,400
	30,000	Brown-Forman Corp., Cl. A		741,180		1,203,000
	6,250	Brown-Forman Corp., Cl. B		174,281		242,688
	210,000	Bull-Dog Sauce Co. Ltd.		575,985		445,522
	100	Compania Cervecerias Unidas SA, ADR		2,455		2,810
	600,000	CoolBrands International Inc.†		448,546		342,640
	350,000	Corn Products International Inc.		7,896,119		7,420,000
	300,000	Davide Campari-Milano SpA		2,942,535		1,905,217
	150,000	Dean Foods Co.†		2,946,405		2,712,000
	155,000	Del Monte Foods Co.		1,477,477		1,129,950
	85,000	Denny’s Corp.†		132,580		141,950
	1,000	Diamond Foods Inc.		20,567		27,930
	320,000	Dr. Pepper Snapple Group Inc.†		6,448,709		5,411,200
	1,600,000	Dynasty Fine Wines Group Ltd.		458,568		268,366
	100	Embotelladora Andina SA, Cl. A, ADR		1,295		1,227
	25,000	Farmer Brothers Co.		389,323		445,000
	300,000	Flowers Foods Inc.		1,755,612		7,044,000
	500	Genesee Corp., Cl. A† (b)		0		0
	21,500	Genesee Corp., Cl. B† (b)		15,393		0
	660,000	Grupo Continental SAB de CV		996,531		1,066,530
	10,000	Hain Celestial Group Inc.†		184,774		142,400
	145,000	ITO EN Ltd.		3,112,114		1,765,166
	25,000	ITO EN Ltd., Preference		531,595		216,952
	25,000	J & J Snack Foods Corp.		577,813		864,750
	500,000	Kikkoman Corp.		4,914,093		4,152,144
	170,000	Lifeway Foods Inc.†		1,680,429		1,360,000
	20,000	Meiji Seika Kaisha Ltd. (b)		87,470		69,910
	70,000	MGP Ingredients Inc.†		331,262		51,800
	190,000	Morinaga Milk Industry Co. Ltd.		747,376		566,247
	80,000	Nissin Foods Holdings Co. Ltd.		2,778,862		2,343,789
	4,000	Omni Nutraceuticals Inc.† (b)		13,563		2
	140,000	PepsiAmericas Inc.		3,072,267		2,415,000
	50,000	Ralcorp Holdings Inc.†		892,806		2,694,000
	145,000	Rock Field Co. Ltd.		2,331,629		1,751,983

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	70,200	Smart Balance Inc.†	$	628,921	$	424,008
	66,000	The J.M. Smucker Co.		1,599,230		2,459,820
	217,000	Tootsie Roll Industries Inc.		4,850,104		4,713,240
	4,000	Vina Concha Y Toro SA, ADR		118,504		132,800
	1,000	Willamette Valley Vineyards Inc.†		3,994		2,365
	115,000	YAKULT HONSHA Co. Ltd.		2,946,470		2,037,784
				59,517,511		58,808,590
		Health Care — 7.6%
	80,000	Align Technology Inc.†		647,997		634,400
	100,000	Allergan Inc.		1,964,408		4,776,000
	160,000	AngioDynamics Inc.†		2,625,338		1,798,400
	7,000	Anika Therapeutics Inc.†		70,876		31,990
	325,000	Animal Health International Inc.†		2,903,022		406,250
	110,000	ArthroCare Corp.†		2,297,520		539,000
	7,500	Bio-Rad Laboratories Inc., Cl. A†		296,935		494,250
	60,000	BioLase Technology Inc.†		107,545		53,700
	20,000	Bruker Corp.†		174,056		123,200
	130,000	Cepheid Inc.†		1,491,838		897,000
	155,000	Chemed Corp.		3,340,846		6,029,500
	70,000	CONMED Corp.†		1,833,347		1,008,700
	210,000	Crucell NV, ADR†		4,049,385		4,139,100
	275,000	Cutera Inc.†		4,290,308		1,757,250
	120,000	Del Global Technologies Corp.†		350,477		63,600
	108,000	DexCom Inc.†		1,198,612		447,120
	8,000	Edwards Lifesciences Corp.†		275,132		485,040
	71,000	Exactech Inc.†		1,057,940		815,790
	42,000	Henry Schein Inc.†		739,631		1,680,420
	50,000	Heska Corp.†		53,676		12,005
	130,000	ICU Medical Inc.†		3,494,711		4,175,600
	30,000	IMS Health Inc.		628,060		374,100
	2,000	Integra LifeSciences Holdings Corp.†		43,600		49,460
	4,000	Invacare Corp.		92,551		64,120
	30,000	Inverness Medical Innovations Inc.†		554,733		798,900
	10,000	K-V Pharmaceutical Co., Cl. A†		286,714		16,500
	20,000	Kinetic Concepts Inc.†		489,560		422,400
	45,000	Life Technologies Corp.†		1,153,989		1,461,600
	100,000	Matrixx Initiatives Inc.†		1,652,693		1,640,000
	77,000	Micrus Endovascular Corp.†		1,128,301		459,690
	40,000	MWI Veterinary Supply Inc.†		972,736		1,139,200
	18,000	Nabi Biopharmaceuticals†		117,875		66,600
	10,000	NeuroMetrix Inc.†		67,433		15,400
	4,000	Nobel Biocare Holding AG		61,643		68,242
	220,000	Odyssey HealthCare Inc.†		2,407,381		2,134,000
	72,000	Opko Health Inc.†		209,334		70,560
	150,000	Orthofix International NV†		3,804,744		2,778,000
	2,000	OrthoLogic Corp.†		6,750		1,100
	30,000	Owens & Minor Inc.		606,216		993,900
	230,000	Pain Therapeutics Inc.†		2,068,215		966,000
	270,000	Palomar Medical Technologies Inc.†		4,679,077		1,960,200
	155,000	Penwest Pharmaceuticals Co.†		1,224,222		254,200
	30,000	PSS World Medical Inc.†		367,273		430,500
	1,779	Qiagen NV†		7,992		28,393
	213,000	Quidel Corp.†		1,838,819		1,963,860
	120,000	RTI Biologics Inc.†		1,178,032		342,000
	2,000	Sirona Dental Systems Inc.†		27,620		28,640
	145,000	Sonic Innovations Inc.†		651,988		155,150
	1,735,000	Sorin SpA†		4,824,018		1,176,767
	1,100,000	SSL International plc		8,745,703		7,086,695
	2,300	Straumann Holding AG		206,988		356,426
	4,000	Stryker Corp.		156,026		136,160
	31,000	United-Guardian Inc.		284,526		217,000
	80,000	Vascular Solutions Inc.†		619,673		489,600
	1,000	Wright Medical Group Inc.†		16,460		13,030
	10,000	Young Innovations Inc.		237,253		155,000
	20,000	Zymogenetics Inc.†		192,516		79,800
				74,874,314		58,761,508
		Home Furnishings — 0.1%
	12,000	Bassett Furniture Industries Inc.		192,256		23,280
	37,000	Bed Bath & Beyond Inc.†		886,545		915,750
	15,000	La-Z-Boy Inc.		126,571		18,750
				1,205,372		957,780
		Hotels and Gaming — 2.0%
	150,000	Boyd Gaming Corp.		849,669		559,500
	78,000	Canterbury Park Holding Corp.		870,958		518,700
	90,000	Churchill Downs Inc.		3,024,383		2,705,400
	100,000	Dover Downs Gaming & Entertainment Inc.		666,063		307,000
	231,800	Gaylord Entertainment Co.†		5,553,911		1,930,894
	42,000	Home Inns & Hotels Management Inc., ADR†		891,273		414,540
	8,000	Interval Leisure Group Inc.†		70,769		42,400
	140,000	Lakes Entertainment Inc.†		717,933		287,000
	225,000	Las Vegas Sands Corp.†		2,906,215		677,250
	300,000	Mandarin Oriental International Ltd.		272,300		238,500
	162,000	Orient-Express Hotels Ltd., Cl. A		3,115,779		664,200
	120,000	Penn National Gaming Inc.†		1,549,468		2,898,000

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

Shares/					Market
Units			Cost		Value
		COMMON STOCKS (Continued)
		Hotels and Gaming (Continued)
	300,000	Pinnacle Entertainment Inc.†	$	2,362,495	$	2,112,000
	142,000	Sonesta International Hotels Corp., Cl. A		3,343,151		1,065,000
	900,000	The Hongkong & Shanghai Hotels Ltd.		648,495		566,666
	45,000	The Marcus Corp.		739,945		382,500
	25,000	Wynn Resorts Ltd.†		312,098		499,250
	29,000	Youbet.com Inc.†		64,391		49,010
				27,959,296		15,917,810
		Machinery — 0.8%
	438,000	CNH Global NV		6,058,249		4,546,440
	2,000	Nordson Corp.		75,230		56,860
	100,000	Zebra Technologies Corp., Cl. A†		2,327,131		1,902,000
				8,460,610		6,505,300
		Manufactured Housing and Recreational Vehicles — 0.7%
	140,000	Cavalier Homes Inc.†		265,829		217,000
	68,700	Cavco Industries Inc.†		1,405,565		1,621,320
	800,000	Champion Enterprises Inc.†		4,869,633		384,000
	17,000	Drew Industries Inc.†		296,303		147,560
	125,000	Fleetwood Enterprises Inc.†		338,768		4,625
	140,000	Monaco Coach Corp.		778,178		21,000
	20,000	Nobility Homes Inc.		347,733		145,000
	160,000	Skyline Corp.		4,932,802		3,041,600
				13,234,811		5,582,105
		Metals and Mining — 0.7%
	52,003	Barrick Gold Corp.		1,522,648		1,685,937
	10,000	Inmet Mining Corp.		325,911		247,621
	22,000	Ivanhoe Mines Ltd.†		125,570		135,300
	142,115	Kinross Gold Corp.		984,488		2,539,595
	2,000	Northwest Pipe Co.†		55,888		56,940
	52,100	Stillwater Mining Co.†		477,514		192,770
	40,000	Uranium Resources Inc.†		216,153		18,800
	22,350	Yamana Gold Inc., New York		75,630		206,738
				3,783,802		5,083,701
		Mutual Funds — 0.0%
	70,000	KKR Private Equity Investors LP†		205,735		205,100
		Paper and Forest Products — 0.1%
	20,000	Schweitzer-Mauduit International Inc.		459,710		369,200
	40,000	Wausau Paper Corp.		428,382		210,400
				888,092		579,600
		Publishing — 0.7%
	18,000	AH Belo Corp., Cl. A		81,389		17,640
	63,000	Belo Corp., Cl. A		162,820		38,430
	235,000	Il Sole 24 Ore		1,225,315		563,560
	307,237	Independent News & Media plc		431,671		44,902
	12,000	John Wiley & Sons Inc., Cl. B		46,500		357,000
	650,000	Journal Communications Inc., Cl. A		4,448,772		487,500
	90,000	Journal Register Co.†		40,813		450
	80,000	Lee Enterprises Inc.		164,313		22,400
	550,000	Media General Inc., Cl. A		3,364,124		1,056,000
	30,000	Meredith Corp.		539,417		499,200
	260,000	News Corp., Cl. A		765,310		1,721,200
	175,000	PRIMEDIA Inc.		959,813		432,250
	350,000	The E.W. Scripps Co., Cl. A		2,296,238		472,500
				14,526,495		5,713,032
		Real Estate — 1.0%
	15,150	Capital Properties Inc., Cl. A		366,997		139,001
	15,000	Capital Properties Inc., Cl. B† (b)		0		137,625
	177,000	Griffin Land & Nurseries Inc.		2,434,508		6,195,000
	9,100	Gyrodyne Co. of America Inc.†		137,387		214,442
	107,000	Morguard Corp.		1,362,690		1,358,717
				4,301,582		8,044,785
		Retail — 3.7%
	144,000	Aaron Rents Inc., Cl. A		521,690		3,340,800
	68,100	AutoNation Inc.†		368,381		945,228
	50,000	Big 5 Sporting Goods Corp.		834,144		293,500
	24,000	Casey’s General Stores Inc.		470,082		639,840
	620,000	Coldwater Creek Inc.†		2,850,030		1,556,200
	33,000	Copart Inc.†		974,940		978,780
	5,000	Gander Mountain Co.†		34,289		14,550
	8,000	HSN Inc.†		61,333		41,120
	450,000	Ingles Markets Inc., Cl. A		7,577,231		6,718,500
	32,000	Movado Group Inc.		468,326		241,280
	85,000	Nathan’s Famous Inc.†		1,131,127		1,062,500
	30,000	Pier 1 Imports Inc.†		202,215		16,800
	200,000	Rush Enterprises Inc., Cl. B†		2,352,018		1,566,000
	300,000	The Bon-Ton Stores Inc.		2,203,438		525,000
	16,000	The Cheesecake Factory Inc.†		133,322		183,200
	265,000	The Great Atlantic & Pacific Tea Co. Inc.†		3,085,577		1,407,150
	310,000	The Steak n Shake Co.†		3,661,041		2,346,700
	8,000	Ticketmaster Entertainment Inc.†		113,231		29,520
	70,000	Tractor Supply Co.†		2,555,661		2,524,200
	20,000	Village Super Market Inc., Cl. A		442,075		623,400
	45,000	Weis Markets Inc.		1,354,385		1,396,800
	168,000	Wendy’s/Arby’s Group Inc., Cl. A		1,364,690		845,040
	150,000	Winn-Dixie Stores Inc.†		2,236,267		1,434,000
				34,995,493		28,730,108

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

Shares/					Market
Units			Cost		Value
		COMMON STOCKS (Continued)
		Specialty Chemicals — 3.5%
	60,000	A. Schulman Inc.	$	1,199,761	$	813,000
	19,000	Airgas Inc.		121,732		642,390
	82,000	Albemarle Corp.		1,201,827		1,785,140
	35,000	Arch Chemicals Inc.		766,922		663,600
	74,000	Ashland Inc.		1,198,871		764,420
	800,000	Chemtura Corp.		5,445,089		38,000
	10,000	Cytec Industries Inc.		278,296		150,200
	3,200	Dionex Corp.†		96,000		151,200
	450,000	Ferro Corp.		6,551,391		643,500
	260,000	H.B. Fuller Co.		2,584,304		3,380,000
	130,000	Hawkins Inc.		1,892,645		2,005,900
	950,000	Huntsman Corp.		5,191,927		2,973,500
	110,000	Material Sciences Corp.†		962,133		59,400
	387,300	Omnova Solutions Inc.†		1,174,104		673,902
	60,000	Penford Corp.		687,437		217,800
	10,000	Quaker Chemical Corp.		181,138		79,400
	70,000	Rockwood Holdings Inc.†		1,370,334		555,800
	260,000	Sensient Technologies Corp.		5,254,578		6,110,000
	515,000	Zep Inc.		6,898,707		5,268,450
				43,057,196		26,975,602
		Telecommunications — 1.7%
	20,000	Atlantic Tele-Network Inc.		79,850		383,600
	850,000	Cincinnati Bell Inc.†		2,822,491		1,955,000
	6,795	Community Service Communications Inc.†		0		9,037
	405	Consolidated Communications Holdings Inc.		4,863		4,155
	60,000	D&E Communications Inc.		704,450		322,200
	50,000	Frontier Communications Corp.		674,800		359,000
	91,000	HickoryTech Corp.		793,705		489,580
	71,000	New Ulm Telecom Inc.		829,235		467,180
	118,000	Rogers Communications Inc., Cl. B		569,865		2,693,940
	63,000	Shenandoah Telecommunications Co.		373,895		1,436,400
	1,000,000	Sprint Nextel Corp.†		1,889,976		3,570,000
	37,584	Verizon Communications Inc.		900,747		1,135,037
	24,000	Windstream Corp.		25,072		193,440
	53,000	Winstar Communications Inc.† (b)		133		53
				9,669,082		13,018,622
		Transportation — 0.6%
	200,000	GATX Corp.		6,000,172		4,046,000
	135,000	Grupo TMM SA, Cl. A, ADR†		889,274		114,750
	2,000	Irish Continental Group plc†		17,409		36,351
	72,800	Providence and Worcester Railroad Co.		1,163,357		782,600
				8,070,212		4,979,701
		Wireless Communications — 1.2%
	450,000	Centennial Communications Corp.†		3,296,295		3,717,000
	15,000	Nextwave Wireless Inc.†		68,915		2,400
	72,000	Price Communications Corp., Escrow† (b)		0		0
	810,000	Vimpel-Communications, ADR		2,246,632		5,297,400
	17	Xanadoo Co.†		4,148		3,417
				5,615,990		9,020,217
		TOTAL COMMON STOCKS		793,124,944		662,688,435
		PREFERRED STOCKS — 0.0%
		Broadcasting — 0.0%
	1,103	PTV Inc., 10.000% Pfd., Ser. A		0		143
		Business Services — 0.0%
	24,317	Interep National Radio Sales Inc., 4.000% Cv. Pfd., Ser. A† (b)(c)(d)		2,163,146		0
		TOTAL PREFERRED STOCKS		2,163,146		143
		RIGHTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	800,000	Exide Technologies, expire 05/15/11 Escrow Rights† (b)		0		0
		WARRANTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	1,213	Exide Technologies, expire 05/05/11†		2,247		224
	4,531	Federal-Mogul Corp., expire 12/27/14†		87,687		498
				89,934		722
		Broadcasting — 0.0%
	6,082	Granite Broadcasting Corp., Ser. A, expire 06/04/12†		0		61
	3,430	Granite Broadcasting Corp., Ser. B, expire 06/04/12†		0		34
				0		95
		Business Services — 0.0%
	445,000	BPW Acquisition Corp., expire 02/26/14†		44,444		71,200
		Telecommunications — 0.0%
	86	Virgin Media Inc., expire 01/10/11†		124		3
		TOTAL WARRANTS		134,502		72,020

See accompanying notes to financial statements.

11

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

Principal					Market
Amount			Cost		Value
		CORPORATE BONDS — 0.0%
		Computer Software and Services — 0.0%
$	300,000	Exodus Communications Inc., Sub. Deb., 5.250%, 02/15/10† (b)	$	1,185	$	1,185
		Telecommunications — 0.0%
	400,000	Williams Communications Group Inc., Escrow, 10.875%, 10/01/09† (b)		0		0
		TOTAL CORPORATE BONDS		1,185		1,185
		U.S. GOVERNMENT OBLIGATIONS — 14.9%
		U.S. Treasury Bills — 8.8%
	68,704,000	U.S. Treasury Bills, 0.081% to 0.452%††, 04/02/09 to 10/01/09 (e)		68,679,400		68,680,760
		U.S. Treasury Cash Management Bills — 4.5%
	34,659,000	U.S. Treasury Cash Management Bills, 0.030% to 0.137%††, 04/29/09 to 06/24/09		34,653,337		34,652,108
		U.S. Treasury Notes — 1.6%
	12,340,000	4.500%, 04/30/09		12,372,607		12,372,607
		TOTAL U.S. GOVERNMENT OBLIGATIONS		115,705,344		115,705,475
		TOTAL INVESTMENTS — 100.1%	$	911,129,121		778,467,258
		FUTURES CONTRACTS — LONG POSITION — 0.1%
		(Unrealized appreciation)			$	585,375
		Other Assets and Liabilities (Net) — (0.2)%				(1,392,130	)
		NET ASSETS — 100.0%			$	777,660,503

Number of			Unrealized
Contracts		Expiration Date	Appreciation
	FUTURES CONTRACTS — LONG POSITION — 0.1%
100	The Russell 2000
	Mini Index Futures	06/19/09	$	585,375

(a)	Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.
(b)	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 March 31, 2009, the market value of fair valued securities amounted to $870,460 or 0.11% of net assets.
(c)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2009, the market value of Rule 144A securities amounted to $433,946 or 0.06% of net assets.
(d)	Illiquid security.
(e)	At March 31, 2009, $2,750,000 of the principal amount was pledged as collateral for futures contracts.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt

See accompanying notes to financial statements.

12

The Gabelli Small Cap Growth Fund

Statement of Assets and Liabilities
March 31, 2009 (Unaudited)

Assets:
Investments, at value (cost $908,479,796)	$	777,974,788
Investments in affiliates, at value (cost $2,649,325)		492,470
Cash		1,270
Receivable for investments sold		558,770
Receivable for Fund shares sold		3,302,935
Dividends and interest receivable		1,174,116
Variation margin receivable		65,750
Prepaid expenses		64,352
Total Assets		783,634,451
Liabilities:
Foreign currency, at value (cost $4,976)		4,919
Payable for investments purchased		3,965,692
Payable for Fund shares redeemed		749,565
Payable for investment advisory fees		612,815
Payable for distribution fees		156,859
Payable for accounting fees		3,750
Other accrued expenses		480,348
Total Liabilities		5,973,948
Net Assets applicable to 42,510,986 shares outstanding	$	777,660,503
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	920,650,201
Accumulated net investment income		393,230
Accumulated distributions in excess of net realized gain on investments, futures contracts, and foreign currency transactions		(11,306,087	)
Net unrealized depreciation on investments		(132,661,863	)
Net unrealized appreciation on futures contracts		585,375
Net unrealized depreciation on foreign currency translations		(353	)
Net Assets	$	777,660,503
Shares of Capital Stock:
Class AAA:
Net Asset Value, offering, and redemption price per share ($691,605,265 ÷ 37,767,955 shares outstanding; 150,000,000 shares authorized)	$	18.31
Class A:
Net Asset Value and redemption price per share ($21,923,222 ÷ 1,196,927 shares outstanding; 50,000,000 shares authorized)	$	18.32
Maximum offering price per share (NAV ÷ .9425, based on maximum sales charge of 5.75% of the offering price)	$	19.44
Class B:
Net Asset Value and offering price per share ($42,267 ÷ 2,418 shares outstanding; 50,000,000 shares authorized)	$	17.48	(a)
Class C:
Net Asset Value and offering price per share ($19,991,706 ÷ 1,143,747 shares outstanding; 50,000,000 shares authorized)	$	17.48	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($44,098,043 ÷ 2,399,939 shares outstanding; 50,000,000 shares authorized)	$	18.37

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

Statement of Operations
For the Six Months Ended March 31, 2009 (Unaudited)

Investment income:
Dividends (net of foreign taxes of $27,760)	$	6,069,513
Interest		280,788
Total Investment Income		6,350,301
Expenses:
Investment advisory fees		3,949,280
Distribution fees — Class AAA		908,448
Distribution fees — Class A		25,616
Distribution fees — Class B		225
Distribution fees — Class C		92,440
Shareholder services fees		586,162
Shareholder communications expenses		139,913
Custodian fees		93,499
Registration expenses		50,013
Legal and audit fees		38,774
Accounting fees		22,500
Directors’ fees		17,581
Miscellaneous expenses		42,819
Total Expenses		5,967,270
Less:
Advisory fee reduction on unsupervised assets		(16,376	)
Custodian fee credits		(1,026	)
Net Expenses		5,949,868
Net Investment Income		400,433
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency:
Net realized loss on investments		(9,041,686	)
Capital gain distributions from investment companies		14,790
Net realized loss on futures contracts		(247,605	)
Net realized gain on foreign currency transactions		8,106
Net realized loss on investments, futures contracts, and foreign currency transactions		(9,266,395	)
Net change in unrealized appreciation/ (depreciation) on investments		(313,190,910	)
Net change in unrealized appreciation/ (depreciation) on futures contracts		585,375
Net change in unrealized appreciation/ (depreciation) on foreign currency translations		(310	)
Net change in unrealized appreciation/ (depreciation) on investments, futures contracts, and foreign currency translations		(312,605,845	)
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency		(321,872,240	)
Net Decrease in Net Assets Resulting from Operations	$	(321,471,807	)

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2009			Year Ended
	(Unaudited)			September 30, 2008
Operations:
Net investment income/(loss)	$	400,433		$	(203,598	)
Net realized gain/(loss) on investments, futures contracts, and foreign currency transactions		(9,266,395	)		55,964,780
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, and foreign currency translations		(312,605,845	)		(214,885,884	)
Net Decrease in Net Assets Resulting from Operations		(321,471,807	)		(159,124,702	)
Distributions to Shareholders:
Net realized gain
Class AAA		(50,145,349	)		(46,323,563	)
Class A		(1,343,253	)		(797,001	)
Class B		(3,217	)		(5,830	)
Class C		(1,279,635	)		(551,222	)
Class I		(447,239	)		—
Total Distributions to Shareholders		(53,218,693	)		(47,677,616	)
Capital Share Transactions:
Class AAA		48,116,654			192,040,034
Class A		4,888,101			15,316,709
Class B		3,205			(43,504	)
Class C		5,367,262			16,624,141
Class I		45,048,067			3,853,655
Net Increase in Net Assets from Capital Share Transactions		103,423,289			227,791,035
Redemption Fees		9,393			6,835
Net Increase/(Decrease) in Net Assets		(271,257,818	)		20,995,552
Net Assets:
Beginning of period		1,048,918,321			1,027,922,769
End of period (including undistributed net investment income of $393,230 and $0, respectively)	$	777,660,503		$	1,048,918,321

See accompanying notes to financial statements.

14

The Gabelli Small Cap Growth Fund
Financial Highlights

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

			Income																									Ratios to Average Net Assets/
			from Investment Operations									Distributions																Supplemental Data
						Net
	Net Asset		Net			Realized and			Total			Net									Net Asset					Net Assets		Net
Period	Value,		Investment			Unrealized			from			Realized									Value,					End of		Investment						Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Gain on			Total			Redemption			End of		Total			Period		Income			Operating			Turnover
September 30	of Period		(Loss)(a)(b)			Investments			Operations			Investments			Distributions			Fees(a)			Period		Return†			(in 000’s)		(Loss)(b)			Expenses			Rate††
Class AAA
2009(c)	$	28.20	$	0.01		$	(8.47	)	$	(8.46	)	$	(1.43	)	$	(1.43	)	$	0.00	(d)	$	18.31		(30.32	)%	$	691,605		0.11	%(e)		1.50	%(e)		21	%
2008		34.37		(0.00	)(d)		(4.62	)		(4.62	)		(1.55	)		(1.55	)		0.00	(d)		28.20		(13.98	)		995,613		(0.01	)		1.43			26
2007		30.41		(0.01	)		6.42			6.41			(2.45	)		(2.45	)		0.00	(d)		34.37		21.95			1,002,577		(0.04	)		1.42			15
2006		29.97		(0.03	)		2.53			2.50			(2.06	)		(2.06	)		0.00	(d)		30.41		8.88			727,521		(0.09	)		1.44			6
2005		25.88		(0.01	)		5.25			5.24			(1.15	)		(1.15	)		0.00	(d)		29.97		20.58			732,965		(0.03	)		1.44			6
2004		21.48		(0.04	)		4.61			4.57			(0.17	)		(0.17	)		—			25.88		21.34			620,334		(0.15	)		1.42			10
Class A
2009(c)	$	28.18	$	0.01		$	(8.44	)	$	(8.43	)	$	(1.43	)	$	(1.43	)	$	0.00	(d)	$	18.32		(30.23	)%	$	21,923		0.12	%(e)		1.50	%(e)		21	%
2008		34.37		(0.01	)		(4.63	)		(4.64	)		(1.55	)		(1.55	)		0.00	(d)		28.18		(14.04	)		26,604		(0.02	)		1.43			26
2007		30.41		0.06			6.35			6.41			(2.45	)		(2.45	)		0.00	(d)		34.37		21.95			15,485		0.19			1.42			15
2006		29.98		(0.02	)		2.51			2.49			(2.06	)		(2.06	)		0.00	(d)		30.41		8.84			2,199		(0.08	)		1.44			6
2005		25.89		(0.01	)		5.25			5.24			(1.15	)		(1.15	)		0.00	(d)		29.98		20.57			1,515		(0.03	)		1.48			6
2004(f)		24.49		(0.06	)		1.46			1.40			—			—			—			25.89		5.72			58		(0.32	)(e)		1.42	(e)		10
Class B
2009(c)	$	27.10	$	(0.06	)	$	(8.13	)	$	(8.19	)	$	(1.43	)	$	(1.43	)	$	0.00	(d)	$	17.48		(30.56	)%	$	43		(0.64)	%(e)		2.25	%(e)		21	%
2008		33.32		(0.23	)		(4.44	)		(4.67	)		(1.55	)		(1.55	)		0.00	(d)		27.10		(14.60	)		61		(0.77	)		2.18			26
2007		29.77		(0.26	)		6.26			6.00			(2.45	)		(2.45	)		0.00	(d)		33.32		20.99			126		(0.81	)		2.17			15
2006		29.58		(0.25	)		2.50			2.25			(2.06	)		(2.06	)		0.00	(d)		29.77		8.11			113		(0.85	)		2.19			6
2005		25.74		(0.22	)		5.21			4.99			(1.15	)		(1.15	)		0.00	(d)		29.58		19.69			138		(0.79	)		2.20			6
2004(f)		24.49		(0.19	)		1.44			1.25			—			—			—			25.74		5.10			55		(1.02	)(e)		2.17	(e)		10
Class C
2009(c)	$	27.09	$	(0.06	)	$	(8.12	)	$	(8.18	)	$	(1.43	)	$	(1.43	)	$	0.00	(d)	$	17.48		(30.54	)%	$	19,992		(0.62)	%(e)		2.25	%(e)		21	%
2008		33.32		(0.22	)		(4.46	)		(4.68	)		(1.55	)		(1.55	)		0.00	(d)		27.09		(14.63	)		23,062		(0.75	)		2.18			26
2007		29.76		(0.22	)		6.23			6.01			(2.45	)		(2.45	)		0.00	(d)		33.32		21.03			9,735		(0.69	)		2.17			15
2006		29.58		(0.24	)		2.48			2.24			(2.06	)		(2.06	)		0.00	(d)		29.76		8.08			2,650		(0.83	)		2.19			6
2005		25.74		(0.23	)		5.22			4.99			(1.15	)		(1.15	)		0.00	(d)		29.58		19.69			1,499		(0.80	)		2.23			6
2004(f)		24.49		(0.20	)		1.45			1.25			—			—			—			25.74		5.10			24		(1.07	)(e)		2.17	(e)		10
Class I
2009(c)	$	28.25	$	0.04		$	(8.49	)	$	(8.45	)	$	(1.43	)	$	(1.43	)	$	0.00	(d)	$	18.37		(30.23	)%	$	44,098		0.45	%(e)		1.25	%(e)		21	%
2008(g)		30.06		0.05			(1.86	)		(1.81	)		—			—			0.00	(d)		28.25		(6.02	)		3,578		0.22	(e)		1.18	(e)		26

†	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.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the year ended September 30, 2007 would have been 21%. The portfolio turnover rate for the years ended September 2006, 2005, and 2004 would have been as shown.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Due to capital share activity throughout the period, net investment income per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.
(c)	For the six months ended March 31, 2009, unaudited.
(d)	Amount represents less than $0.005 per share.
(e)	Annualized.
(f)	From the commencement of offering Class A, Class B, and Class C Shares on December 31, 2003.
(g)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Unaudited)

1. Organization. The Gabelli Small Cap Growth Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 as a Maryland corporation. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is capital appreciation. The Fund commenced investment operations on October 22, 1991.

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 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 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.

16

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”) clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described 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).

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 and other financial instruments by inputs used to value the Fund’s investments as of March 31, 2009 is as follows:

			Other Financial
	Investments in		Instruments
	Securities		(Unrealized
	(Market Value)		Appreciation)*
Valuation Inputs	Assets		Assets
Level 1 — Quoted Prices	$	661,891,379	$	585,375
Level 2 — Other Significant Observable Inputs		116,278,230		—
Level 3 — Significant Unobservable Inputs		297,649		—
Total	$	778,467,258	$	585,375

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps which are valued at the unrealized appreciation/depreciation on the investment.

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

	Investments in
	Securities
	(Market Value)
Balance as of 09/30/08	$	194,685
Accrued discounts/(premiums)		—
Realized gain/(loss)		(53,129	)
Change in unrealized appreciation/(depreciation)†		86,581
Net purchases/(sales)		(400	)
Transfers in and/or out of Level 3		69,912
Balance as of 03/31/09	$	297,649
Net change in unrealized appreciation/(depreciation) during the period on Level 3 investments held at 03/31/09†	$	2,321

† Net change in unrealized appreciation/(depreciation) is included in the related amounts on investments in the Statements of Operations.

17

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

In March 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standard No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) that is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161 on the Fund’s financial statement disclosures.

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. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At March 31, 2009, there were no open repurchase agreements.

Swap Agreements. The Fund may enter into equity and contract for difference swap transactions. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to the swap contracts, or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to the swap contracts. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize the risk. Depending on the general state of short-term interest rates and the returns of the Fund’s portfolio securities at that point in time, such a default could negatively affect the Fund’s ability to make dividend payments. In addition, at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund’s ability to make dividend payments.

18

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized below.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements. At March 31, 2009, there were no open swap 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 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. Open futures contracts at March 31, 2009 are reflected within the Schedule of Investments.

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

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At March 31, 2009, there were no open forward foreign exchange contracts.

19

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

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 trade date and subsequent sale trade date is included in realized gain/loss on investments.

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

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.

Restricted and Illiquid Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity.

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.

20

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

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 included in “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. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended September 30, 2008 was as follows:

Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	2,004,512
Net long-term capital gains		45,673,104
Total distributions paid	$	47,677,616

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.

Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s fiscal year end may be treated as occurring on the first day of the following year. For the year ended September 30, 2008, the Fund deferred currency losses of $7,204.

21

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at March 31, 2009:

			Gross		Gross			Net Unrealized
			Unrealized		Unrealized			Appreciation/
	Cost		Appreciation		Depreciation			(Depreciation)
Investments	$	913,998,729	$	135,437,952	$	(271,461,893	)	$	(136,023,941	)
Investments in affiliates		2,649,325		—		(2,156,855	)		(2,156,855	)
Futures contracts		—		585,375		—			585,375
	$	916,648,054	$	136,023,327	$	(273,618,748	)	$	(137,595,421	)

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of 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. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. In accordance with FIN 48, management has analyzed the Fund’s tax positions taken on the federal and state income tax returns for all open tax years (the current and prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements. Management’s determination regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, an on-going analysis of tax laws, regulations, and interpretations thereof.

3. Investment Advisory Agreement and Other Transactions. The Fund has 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 Corporation pays each Director who is not considered to be an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended and they are reimbursed 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 and the Lead Director each receive an annual fee of $1,000. 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, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and proceeds from the sales of securities for the six months ended March 31, 2009, other than short-term securities and U.S. Government obligations, aggregated $167,547,757 and $125,285,606, respectively.

22

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

Proceeds from the sales of U.S. Government obligations for the six months ended March 31, 2009, other than short-term obligations, aggregated $30,268,883.

6. Transactions with Affiliates. During the six months ended March 31, 2009, the Fund paid brokerage commissions on security trades of $412,780 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it retained $22,082 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 six months ended March 31, 2009, the Fund paid or accrued $22,500 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 0.75% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended March 31, 2009, there were no borrowings under the line of credit.

8. Capital Stock. 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 & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered 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 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 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. The redemption fees during the six months ended March 31, 2009 and the year ended September 30, 2008 amounted to $9,393 and $6,835, 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.

23

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

Transactions in shares of capital stock were as follows:

	Six Months Ended
	March 31, 2009						Year Ended
	(Unaudited)						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		7,938,089		$	157,576,280			11,404,075		$	352,403,697
Shares issued upon reinvestment of distributions		2,428,206			47,519,946			1,383,508			44,189,239
Shares redeemed		(7,902,346	)		(156,979,572	)		(6,655,573	)		(204,552,902	)
Net increase		2,463,949		$	48,116,654			6,132,010		$	192,040,034

	Class A						Class A
Shares sold		436,664		$	8,559,748			653,236		$	20,020,323
Shares issued upon reinvestment of distributions		64,051			1,253,475			23,669			756,001
Shares redeemed		(247,900	)		(4,925,122	)		(183,365	)		(5,459,615	)
Net increase		252,815		$	4,888,101			493,540		$	15,316,709

	Class B				Class B
Shares issued upon reinvestment of distributions		171	$	3,205		189		$	5,832
Shares redeemed		—		—		(1,716	)		(49,336	)
Net increase/(decrease)		171	$	3,205		(1,527	)	$	(43,504	)

	Class C						Class C
Shares sold		358,311		$	6,590,795			616,058		$	18,243,833
Shares issued upon reinvestment of distributions		65,897			1,233,605			17,152			529,496
Shares redeemed		(131,695	)		(2,457,138	)		(74,196	)		(2,149,188	)
Net increase		292,513		$	5,367,262			559,014		$	16,624,141

	Class I						Class I*
Shares sold		2,411,076		$	47,535,251			142,672		$	4,323,018
Shares issued upon reinvestment of distributions		9,106			178,658			—			—
Shares redeemed		(146,902	)		(2,665,842	)		(16,013	)		(469,363	)
Net increase		2,273,280		$	45,048,067			126,659		$	3,853,655

^* From the commencement of offering Class I Shares on January 11, 2008.

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which the Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund’s transactions in the securities of these issuers during the six months ended March 31, 2009 is set forth below.

									Net Change								Percent
									in Unrealized						Value at		Owned
	Beginning		Shares/Par	Shares/Par			Ending		Appreciation			Realized			March 31,		of Shares
	Shares/Par		Purchased	Sold			Shares/Par		(Depreciation)			Loss			2009		Outstanding
Earl Scheib Inc.		240,900	—		—			240,900	$	(73,475	)		—		$	457,710		6.01	%
Trans-Lux Corp.		165,000	—		(7,000	)		158,000		(356,659	)	$	(54,413	)		34,760		7.82

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

24

The Gabelli Small Cap Growth Fund
Notes to Financial Statements (Continued) (Unaudited)

11. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s 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 settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had 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, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan to be developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will 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 Global Growth Fund and other funds in the Gabelli/GAMCO fund complex. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

25

The Gabelli Small Cap Growth Fund

Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2009, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long-term performance of the Fund against a peer group of small cap core and small cap value funds chosen by Lipper as being comparable. The Independent Board Members noted that the Fund’s performance was in the top third for the one, three, and five year periods.

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker and that the affiliated broker received distribution fees and minor amounts of sales commissions.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses and total expenses of the Fund with similar expense ratios of the peer group of small cap value and small cap core funds and noted that the Adviser’s management fee includes substantially all administrative services of the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios were at, and the Fund’s size was above, average within this group. The Independent Board Members also noted that the management fee structure was the same as that in effect for most of the Gabelli funds. The Independent Board Members did not compare the management fee with the fee for other types of accounts managed by the Adviser.

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

26

Gabelli/GAMCO Funds and Your Personal Privacy

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC or Teton Advisors, Inc., which are affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients. Teton Advisors, Inc. is a publicly held company that provides investment advisory services to the GAMCO Westwood Funds.

What kind of non-public information do we collect about you if you become a shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

• Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

• Information about your transactions with us, any transactions with our affiliates, and transactions with the entities we hire to provide services to you. This would include information about the shares that you buy or redeem. If we hire someone else to provide services—like a transfer agent—we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

Gabelli Equity Series Funds, Inc.
The Gabelli Small Cap 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 6:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
Attorney-at-Law	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.

Officers

Bruce N. Alpert	Agnes Mullady
President and Secretary	Treasurer
Peter D. Goldstein
Chief Compliance Officer

Distributor
Gabelli & Company, Inc.

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

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

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

The
Gabelli
Small Cap
Growth
Fund

SEMI ANNUAL REPORT
MARCH 31, 2009

GAB443Q109SR

The Gabelli Equity Income Fund

Semi-Annual Report _(a)
March 31, 2009

To Our Shareholders,

     For the quarter ended March 31, 2009, The Gabelli Equity Income Fund’s Class AAA Shares surrendered 10.47% versus the Standard & Poor’s (“S&P”) 500 Index decline of 10.98%, the Nasdaq Composite Index decline of 3.07%, and the Lipper Equity Income Fund Average slide of 12.31%.

Comparative Results

Average Annual Returns through March 31, 2009 (a)(b)

																			Since
																			Inception
	Quarter			1 Year			3 Year			5 Year			10 Year			15 Year			(1/2/92)
Gabelli Equity Income Fund Class AAA		(10.47	)%		(36.56	)%		(10.52	)%		(2.44	)%		2.80	%		7.41	%		7.88	%
S&P 500 Index		(10.98	)		(38.06	)		(13.05	)		(4.76	)		(3.00	)		5.91			5.92
Nasdaq Composite Index		(3.07	)		(32.93	)		(13.23	)		(5.18	)		(4.65	)		4.92			5.71
Lipper Equity Income Fund Average		(12.31	)		(37.14	)		(12.08	)		(3.71	)		(0.17	)		5.46			5.96
Class A		(10.43	)		(36.52	)		(10.49	)		(2.43	)		2.79			7.40			7.88
		(15.58	)(c)		(40.17	)(c)		(12.24	)(c)		(3.58	)(c)		2.19	(c)		6.98	(c)		7.51	(c)
Class B		(10.60	)		(37.03	)		(11.17	)		(3.15	)		2.39			7.13			7.63
		(15.07	)(d)		(40.18	)(d)		(12.06	)(d)		(3.54	)(d)		2.39			7.13			7.63
Class C		(10.61	)		(37.05	)		(11.19	)		(3.15	)		2.40			7.13			7.64
		(11.50	)(e)		(37.68	)(e)		(11.19	)		(3.15	)		2.40			7.13			7.64
Class I		(11.23	)		(36.32	)		(10.38	)		(2.35	)		2.84			7.44			7.91

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.43%, 1.43%, 2.18%, 2.18%, and 1.18%, respectively. Class AAA and 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)	The Fund’s fiscal year ends September 30.
(b)	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 of 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 AAA Shares net asset values (“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 for the Class B Shares and Class C Shares would have been lower and Class I Shares would have been higher due to the differences in expenses associated with these classes of shares.The S&P 500 Index of the largest U.S. companies and the Nasdaq Composite Index (measures all Nasdaq domestic and international common type stocks under an unmanaged market capitalization weighted methodology) are unmanaged indicators of stock market performance, while the Lipper Equity Income Fund Average reflects the average performance of mutual funds classified in this particular category. Dividends are considered reinvested (except for the Nasdaq Composite Index). You cannot invest directly in an index.
(c)	Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	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.
(e)	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.

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

The Gabelli Equity Income Fund
Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2008 through March 31, 2009 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/08		03/31/09		Ratio			Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$	1,000.00	$	708.40		1.53	%	$	6.52
Class A	$	1,000.00	$	708.70		1.53	%	$	6.52
Class B	$	1,000.00	$	705.90		2.28	%	$	9.70
Class C	$	1,000.00	$	705.80		2.28	%	$	9.70
Class I	$	1,000.00	$	710.20		1.28	%	$	5.46
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.30		1.53	%	$	7.70
Class A	$	1,000.00	$	1,017.30		1.53	%	$	7.70
Class B	$	1,000.00	$	1,013.56		2.28	%	$	11.45
Class C	$	1,000.00	$	1,013.56		2.28	%	$	11.45
Class I	$	1,000.00	$	1,018.55		1.28	%	$	6.44

* 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 period, then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of March 31, 2009:

The Gabelli Equity Income Fund

Food and Beverage	12.5	%
Financial Services	11.3	%
Health Care	10.7	%
Energy and Utilities: Oil	7.7	%
Consumer Products	7.4	%
Retail	6.9	%
Telecommunications	5.6	%
Energy and Utilities: Integrated	3.8	%
Diversified Industrial	3.0	%
Aerospace	2.5	%
Computer Hardware	2.4	%
Metals and Mining	2.2	%
Electronics	1.9	%
Agriculture	1.9	%
Automotive: Parts and Accessories	1.9	%
Energy and Utilities: Electric	1.6	%
Entertainment	1.6	%
Equipment and Supplies	1.6	%
Energy and Utilities: Services	1.6	%
Communications Equipment	1.5	%
Energy and Utilities: Natural Gas	1.5	%
Specialty Chemicals	1.5	%
Machinery	1.4	%
Computer Software and Services	1.1	%
Cable and Satellite	0.9	%
Hotels and Gaming	0.7	%
Business Services	0.6	%
Environmental Services	0.5	%
Wireless Communications	0.4	%
Transportation	0.3	%
Aviation: Parts and Services	0.3	%
Automotive	0.3	%
Publishing	0.3	%
Broadcasting	0.2	%
Consumer Services	0.1	%
Exchange Traded Funds	0.1	%
Energy and Utilities: Water	0.1	%
Real Estate	0.0	%
Building and Construction	0.0	%
Manufactured Housing	0.0	%
Other Assets and Liabilities (Net)	0.1	%
	100.0	%

The Gabelli Equity Income Fund (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 December 31, 2008. 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.

3

The Gabelli Equity Income Fund
Schedule of Investments — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 98.6%
		Aerospace — 2.5%
	168,000	Boeing Co.	$	10,493,775	$	5,977,440
	2,000	Lockheed Martin Corp.		47,350		138,060
	3,500	Northrop Grumman Corp.		125,556		152,740
	10,000	Raytheon Co.		279,250		389,400
	360,000	Rockwell Automation Inc.		18,544,824		7,862,400
	2,000	Rockwell Collins Inc.		15,843		65,280
	1,300,000	Rolls-Royce Group plc†		9,162,334		5,483,974
				38,668,932		20,069,294
		Agriculture — 1.9%
	100,000	Archer-Daniels-Midland Co.		2,873,352		2,778,000
	138,000	Monsanto Co.		1,827,430		11,467,800
	12,000	The Mosaic Co.		186,246		503,760
				4,887,028		14,749,560
		Automotive — 0.3%
	720,000	General Motors Corp.		15,289,384		1,396,800
	20,000	Navistar International Corp.†		583,430		669,200
				15,872,814		2,066,000
		Automotive: Parts and Accessories — 1.8%
	4,000	ArvinMeritor Inc.		14,853		3,160
	3,000	BERU AG		319,888		304,915
	250,000	Genuine Parts Co.		8,986,399		7,465,000
	6,000	Johnson Controls Inc.		50,425		72,000
	60,000	Modine Manufacturing Co.		784,520		150,000
	150,000	O’Reilly Automotive Inc.†		4,267,970		5,251,500
	140,000	The Pep Boys - Manny, Moe & Jack		1,619,073		617,400
				16,043,128		13,863,975
		Aviation: Parts and Services — 0.3%
	5,000	Barnes Group Inc.		47,698		53,450
	51,192	Curtiss-Wright Corp.		514,452		1,435,936
	35,000	GenCorp Inc.†		299,658		74,200
	21,000	United Technologies Corp.		609,942		902,580
				1,471,750		2,466,166
		Broadcasting — 0.1%
	190,000	CBS Corp., Cl. A, Voting		4,301,439		744,800
	45,000	CBS Corp., Cl. B, Non-Voting		628,985		172,800
	132	Granite Broadcasting Corp.†		10,795		13
	5,000	Societe Television Francaise 1		100,991		39,200
				5,042,210		956,813
		Building and Construction — 0.0%
	918	Colas SA		318,206		182,815
		Business Services — 0.6%
	5,000	Automatic Data Processing Inc.		151,707		175,800
	150,000	Diebold Inc.		5,659,698		3,202,500
	4,000	Landauer Inc.		134,546		202,720
	7,500	MasterCard Inc., Cl. A		292,500		1,256,100
	10,000	R. H. Donnelley Corp.†		58,057		3,050
				6,296,508		4,840,170
		Cable and Satellite — 0.9%
	190,000	Cablevision Systems Corp., Cl. A		2,919,442		2,458,600
	110,000	DISH Network Corp., Cl. A†		2,509,896		1,222,100
	16,000	EchoStar Corp., Cl. A†		478,840		237,280
	55,000	Scripps Networks Interactive Inc., Cl. A		2,303,601		1,238,050
	50,000	The DIRECTV Group Inc.†		1,130,314		1,139,500
	25,101	Time Warner Cable Inc.		1,092,523		622,505
				10,434,616		6,918,035
		Communications Equipment — 0.9%
	300,000	Corning Inc.		4,319,319		3,981,000
	100,000	Motorola Inc.		830,109		423,000
	120,000	Thomas & Betts Corp.†		3,448,817		3,002,400
				8,598,245		7,406,400
		Computer Hardware — 2.4%
	174,500	International Business Machines Corp.		14,082,385		16,907,305
	380,000	Xerox Corp.		5,031,864		1,729,000
				19,114,249		18,636,305
		Computer Software and Services — 1.1%
	2,000	EMC Corp.†		19,360		22,800
	115,000	Metavante Technologies Inc.†		2,593,203		2,295,400
	220,000	Microsoft Corp.		6,333,405		4,041,400
	154	Telecom Italia Media SpA†		205		16
	170,000	Yahoo! Inc.†		5,202,473		2,177,700
				14,148,646		8,537,316
		Consumer Products — 7.4%
	50,000	Altria Group Inc.		643,359		801,000
	180,000	Avon Products Inc.		5,350,496		3,461,400
	3,800	British American Tobacco plc		95,149		87,947
	15,000	Clorox Co.		823,581		772,200
	5,000	Colgate-Palmolive Co.		294,807		294,900
	10,000	Compagnie Financiere Richemont SA, Cl. A		268,687		156,198
	750,000	Eastman Kodak Co.		9,637,957		2,850,000
	63,000	Energizer Holdings Inc.†		2,834,133		3,130,470
	120,000	Fortune Brands Inc.		6,208,201		2,946,000
	5,000	Hanesbrands Inc.†		108,950		47,850
	35,000	Harman International Industries Inc.		1,209,221		473,550
	155,000	Kimberly-Clark Corp.		10,295,892		7,147,050
	7,000	National Presto Industries Inc.		206,562		427,070
	10,000	Pactiv Corp.†		161,895		145,900
	50,000	Philip Morris International Inc.		1,501,172		1,779,000
	100,000	Reckitt Benckiser Group plc		3,154,703		3,757,856
	1,300,000	Swedish Match AB		17,012,653		18,821,325
	200,000	The Procter & Gamble Co.		11,513,349		9,418,000
	78,000	Unilever NV — NY Shares, ADR		1,542,066		1,528,800
				72,862,833		58,046,516

See accompanying notes to financial statements.

4

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Services — 0.1%
	67,500	Rollins Inc.	$	386,886	$	1,157,625
		Diversified Industrial — 3.0%
	5,000	3M Co.		213,645		248,600
	5,000	Acuity Brands Inc.		54,182		112,700
	3,500	Alstom SA		326,542		181,285
	60,000	Baldor Electric Co.		1,932,901		869,400
	110,000	Cooper Industries Ltd., Cl. A		3,148,666		2,844,600
	100,000	Crane Co.		3,582,943		1,688,000
	550,000	General Electric Co.		14,830,312		5,560,500
	200,000	Honeywell International Inc.		5,938,206		5,572,000
	25,100	ITT Corp.		1,246,573		965,597
	45,300	National Patent Development Corp.†		98,301		54,360
	379,703	National Patent Development Corp.† (a)(b)		949,257		433,946
	100,000	Textron Inc.		634,490		574,000
	6,000	Trinity Industries Inc.		82,100		54,840
	185,650	Tyco International Ltd.		7,320,564		3,631,314
	1,500	Walter Industries Inc.		33,844		34,305
	103,710	WHX Corp.†		1,988,580		694,857
				42,381,106		23,520,304
		Electronics — 1.9%
	600,000	Intel Corp.		12,298,251		9,030,000
	340,000	LSI Corp.†		3,105,578		1,033,600
	190,000	Texas Instruments Inc.		4,127,219		3,136,900
	5,000	Thermo Fisher Scientific Inc.†		127,325		178,350
	130,750	Tyco Electronics Ltd.		4,363,702		1,443,480
				24,022,075		14,822,330
		Energy and Utilities: Electric — 1.6%
	30,000	American Electric Power Co. Inc.		932,060		757,800
	14,000	DTE Energy Co.		606,560		387,800
	85,000	El Paso Electric Co.†		670,852		1,197,650
	80,000	FPL Group Inc.		3,608,192		4,058,400
	99,784	Great Plains Energy Inc.		2,475,161		1,344,091
	60,000	Korea Electric Power Corp., ADR†		977,409		549,000
	56,087	Mirant Corp.†		936,815		639,392
	1,200,000	Mirant Corp., Escrow† (a)		0		0
	150,000	Northeast Utilities		3,148,300		3,238,500
	80,000	The AES Corp.†		268,400		464,800
	13,333	UIL Holdings Corp.		293,785		297,593
				13,917,534		12,935,026
		Energy and Utilities: Integrated — 3.8%
	42,000	Allegheny Energy Inc.		404,378		973,140
	44,000	BP plc, ADR		1,030,211		1,764,400
	46,000	CH Energy Group Inc.		1,881,549		2,157,400
	75,000	Constellation Energy Group Inc.		2,283,609		1,549,500
	52,000	Dominion Resources Inc.		2,219,444		1,611,480
	120,000	DPL Inc.		3,161,330		2,704,800
	200,000	Duke Energy Corp.		2,462,844		2,864,000
	400,000	El Paso Corp.		4,614,299		2,500,000
	29,000	ENI SpA		304,221		563,301
	6,269	Iberdrola SA, ADR		312,667		175,845
	25,000	Integrys Energy Group Inc.		1,192,522		651,000
	80,000	NSTAR		1,282,183		2,550,400
	75,000	OGE Energy Corp.		2,043,450		1,786,500
	100,000	PNM Resources Inc.		1,042,460		826,000
	75,000	Progress Energy Inc.		3,196,534		2,719,500
	15,000	Progress Energy Inc., CVO† (a)		7,800		4,950
	7,200	Public Service Enterprise Group Inc.		156,820		212,184
	38,000	Suncor Energy Inc., New York		992,342		843,980
	21,000	Suncor Energy Inc., Toronto		947,001		468,702
	55,000	TECO Energy Inc.		740,886		613,250
	140,000	Westar Energy Inc.		2,333,669		2,454,200
				32,610,219		29,994,532
		Energy and Utilities: Natural Gas — 1.5%
	17,000	AGL Resources Inc.		328,041		451,010
	38,000	Atmos Energy Corp.		969,019		878,560
	70,000	National Fuel Gas Co.		2,559,613		2,146,900
	70,000	ONEOK Inc.		1,559,551		1,584,100
	24,000	Piedmont Natural Gas Co. Inc.		394,017		621,360
	110,000	Southern Union Co.		2,047,400		1,674,200
	65,000	Southwest Gas Corp.		1,365,198		1,369,550
	200,000	Spectra Energy Corp.		4,249,072		2,828,000
				13,471,911		11,553,680
		Energy and Utilities: Oil — 7.7%
	155,000	Anadarko Petroleum Corp.		8,110,358		6,027,950
	38,000	Canadian Oil Sands Trust		1,117,252		730,885
	192,000	Chevron Corp.		8,828,069		12,910,080
	187,000	ConocoPhillips		5,471,173		7,322,920
	20,000	Denbury Resources Inc.†		340,653		297,200
	49,000	Devon Energy Corp.		2,021,181		2,189,810
	149,000	Exxon Mobil Corp.		4,735,083		10,146,900
	35,000	Marathon Oil Corp.		1,477,598		920,150
	30,000	Nexen Inc.		924,468		508,725
	2,000	Niko Resources Ltd.		114,911		93,084
	94,000	Occidental Petroleum Corp.		3,654,851		5,231,100
	45,000	OPTI Canada Inc.†		963,570		35,335
	12,000	PetroChina Co. Ltd., ADR		856,611		956,400
	130,000	Petroleo Brasileiro SA, ADR		5,454,520		3,961,100
	33,000	Repsol YPF SA, ADR		689,095		563,970
	120,000	Royal Dutch Shell plc, Cl. A, ADR		5,536,435		5,316,000
	25,000	StatoilHydro ASA, ADR		327,939		436,000
	17,518	Total SA, ADR		290,564		859,433
	35,000	Transocean Ltd.†		2,742,048		2,059,400
	200,000	UTS Energy Corp.†		1,038,859		269,670

See accompanying notes to financial statements.

5

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Oil (Continued)
	40,000	WesternZagros Resources Ltd.†	$	147,109	$	18,401
				54,842,347		60,854,513
		Energy and Utilities: Services — 1.6%
	30,000	ABB Ltd., ADR		351,824		418,200
	52,000	Cameron International Corp.†		746,014		1,140,360
	38,182	GDF Suez, Strips		0		51
	375,000	Halliburton Co.		11,177,922		5,801,250
	40,000	Oceaneering International Inc.†		1,762,700		1,474,800
	40,000	Schlumberger Ltd.		1,275,020		1,624,800
	175,000	Weatherford International Ltd.†		3,803,877		1,937,250
				19,117,357		12,396,711
		Energy and Utilities: Water — 0.1%
	26,000	Aqua America Inc.		261,350		520,000
		Entertainment — 1.6%
	60,000	Grupo Televisa SA, ADR		1,493,782		818,400
	98,000	Rank Group plc†		304,571		103,000
	2,000	The Walt Disney Co.		48,366		36,320
	100,000	Time Warner Inc.		3,316,367		1,930,000
	270,000	Viacom Inc., Cl. A†		11,092,934		5,040,900
	185,000	Vivendi		6,813,381		4,897,399
				23,069,401		12,826,019
		Environmental Services — 0.5%
	145,000	Waste Management Inc.		4,749,875		3,712,000
		Equipment and Supplies — 1.6%
	12,000	A.O. Smith Corp.		253,184		302,160
	11,000	Danaher Corp.		791,231		596,420
	115,000	Flowserve Corp.		5,141,384		6,453,800
	6,000	Ingersoll-Rand Co. Ltd., Cl. A		120,853		82,800
	1,500	Minerals Technologies Inc.		37,938		48,075
	40,000	Mueller Industries Inc.		1,650,585		867,600
	12,000	Parker Hannifin Corp.		459,607		407,760
	115,000	Tenaris SA, ADR		4,820,468		2,319,550
	970,000	Tomkins plc		4,715,456		1,687,556
				17,990,706		12,765,721
		Exchange Traded Funds — 0.1%
	400,000	ProShares Ultra Financials		3,639,782		1,044,000
		Financial Services — 11.3%
	6,324	Alleghany Corp.†		1,015,192		1,712,729
	220,000	American Express Co.		9,953,228		2,998,600
	20,000	Ameriprise Financial Inc.		620,397		409,800
	23,990	Argo Group International Holdings Ltd.†		741,793		722,819
	25,000	Banco Popular Espanol SA		185,939		158,436
	2,000	Banco Santander Chile, ADR		29,250		68,700
	168,682	Banco Santander SA, ADR		1,264,392		1,163,906
	545,000	Bank of America Corp.		10,524,495		3,716,900
	11,025	BNP Paribas		439,576		455,841
	950,000	Citigroup Inc.		25,869,718		2,403,500
	50,000	Commerzbank AG, ADR		896,273		267,500
	50,000	Deutsche Bank AG		2,453,861		2,032,500
	100,000	Discover Financial Services		1,855,454		631,000
	200,300	Federal National Mortgage Association		192,571		140,210
	29,290	Fidelity Southern Corp.		284,955		73,225
	40,000	Freddie Mac		32,375		30,400
	190,000	H&R Block Inc.		4,287,693		3,456,100
	30,000	Huntington Bancshares Inc.		391,484		49,800
	93,000	Janus Capital Group Inc.		1,618,549		618,450
	235,199	JPMorgan Chase & Co.		8,153,900		6,251,589
	12,000	KeyCorp		206,662		94,440
	360,000	Legg Mason Inc.		10,464,955		5,724,000
	31,000	Leucadia National Corp.†		381,995		461,590
	102,000	Loews Corp.		4,869,207		2,254,200
	110,000	M&T Bank Corp.		7,963,804		4,976,400
	2,000	Manulife Financial Corp.		24,694		22,400
	424,000	Marsh & McLennan Companies Inc.		12,903,452		8,586,000
	10,000	Moody’s Corp.		171,766		229,200
	120,000	Morgan Stanley		3,927,787		2,732,400
	6,000	Northern Trust Corp.		60,300		358,920
	40,000	NYSE Euronext		804,695		716,000
	10,000	Och-Ziff Capital Management Group LLC, Cl. A		54,850		60,700
	45,000	PNC Financial Services Group Inc.		1,905,739		1,318,050
	40,000	Popular Inc.		738,913		87,200
	500	Raiffeisen International Bank Holding AG		28,874		14,090
	958	Reinet Investments SCA†		188,972		8,846
	180,000	SLM Corp.†		3,763,656		891,000
	200,000	Sterling Bancorp		3,013,936		1,980,000
	12,000	SunTrust Banks Inc.		251,737		140,880
	50,000	T. Rowe Price Group Inc.		1,388,039		1,443,000
	80,000	TD Ameritrade Holding Corp.†		1,479,382		1,104,800
	2,000	The Allstate Corp.		61,340		38,300
	460,509	The Bank of New York Mellon Corp.		13,484,291		13,009,379
	5,000	The Charles Schwab Corp.		77,500		77,500
	2,000	The Dun & Bradstreet Corp.		20,476		154,000
	10,000	The Goldman Sachs Group Inc.		1,378,248		1,060,200
	50,000	The Phoenix Companies Inc.		650,511		58,500
	5,000	The Student Loan Corp.		324,691		217,200
	36,000	The Travelers Companies Inc.		1,428,424		1,463,040
	40,000	Unitrin Inc.		1,156,156		559,200
	2,500	Virtus Investment Partners Inc.†		22,500		16,275
	180,000	Waddell & Reed Financial Inc., Cl. A		4,042,072		3,252,600

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	490,000	Wells Fargo & Co.	$	14,916,449	$	6,977,600
	110,000	Wilmington Trust Corp.		3,191,330		1,065,900
				166,158,498		88,515,815
		Food and Beverage — 12.5%
	30,000	Anheuser-Busch InBev NV		496,266		826,856
	61,200	Brown-Forman Corp., Cl. A		2,777,123		2,454,120
	13,000	Brown-Forman Corp., Cl. B		803,398		504,790
	150,000	Cadbury plc, ADR		5,841,938		4,545,000
	95,000	Campbell Soup Co.		2,800,194		2,599,200
	40,000	Coca-Cola Amatil Ltd., ADR		246,845		487,200
	10,000	Coca-Cola Femsa SAB de CV, ADR		263,508		340,600
	20,000	Constellation Brands Inc., Cl. A†		367,491		238,000
	16,000	Corn Products International Inc.		197,588		339,200
	300,000	Dean Foods Co.†		5,867,852		5,424,000
	75,000	Del Monte Foods Co.		754,461		546,750
	60,000	Diageo plc, ADR		2,617,330		2,685,000
	120,000	Dr. Pepper Snapple Group Inc.†		2,462,770		2,029,200
	132,000	Fomento Economico Mexicano SAB de CV, ADR		2,840,258		3,327,720
	120,000	General Mills Inc.		5,982,513		5,985,600
	110,000	Groupe Danone		6,016,236		5,357,726
	880,000	Grupo Bimbo SAB de CV, Cl. A		2,786,276		3,292,623
	100,000	H.J. Heinz Co.		3,517,498		3,306,000
	110,000	Heineken NV		4,917,149		3,127,533
	200,000	ITO EN Ltd.		4,311,208		2,434,712
	30,000	ITO EN Ltd., Preference		697,890		260,342
	3,000	Kellogg Co.		92,580		109,890
	430,000	Kraft Foods Inc., Cl. A		13,130,351		9,584,700
	15,000	Metro Inc., Cl. A		422,865		450,904
	100,000	Nestlé SA		2,083,075		3,380,480
	115,000	Nissin Foods Holdings Co. Ltd.		3,788,332		3,369,197
	140,000	PepsiAmericas Inc.		3,179,070		2,415,000
	12,000	PepsiCo Inc.		754,328		617,760
	28,008	Pernod-Ricard SA		2,388,124		1,561,954
	35,000	Remy Cointreau SA		2,060,746		830,045
	50,000	Sapporo Holdings Ltd.		510,013		188,412
	350,000	The Coca-Cola Co.		16,011,885		15,382,500
	75,000	The Hershey Co.		3,190,083		2,606,250
	57,268	Tootsie Roll Industries Inc.		1,398,580		1,243,861
	380,000	Tyson Foods Inc., Cl. A		5,785,335		3,568,200
	7,000	Wimm-Bill-Dann Foods OJSC, ADR†		249,970		222,670
	135,000	YAKULT HONSHA Co. Ltd.		3,659,573		2,392,181
				115,270,702		98,036,176
		Health Care — 10.7%
	15,000	Abbott Laboratories		584,062		715,500
	25,000	Aetna Inc.		890,584		608,250
	114,000	Baxter International Inc.		4,305,228		5,839,080
	100,000	Becton, Dickinson and Co.		6,601,932		6,724,000
	300,000	Boston Scientific Corp.†		4,052,888		2,385,000
	72,000	Bristol-Myers Squibb Co.		1,764,132		1,578,240
	57,000	Covidien Ltd.		2,284,331		1,894,680
	140,000	Eli Lilly & Co.		7,861,239		4,677,400
	11,276	GlaxoSmithKline plc, ADR		515,984		350,345
	22,000	Henry Schein Inc.†		566,365		880,220
	105,000	Hospira Inc.†		3,804,994		3,240,300
	290,000	Johnson & Johnson		18,363,252		15,254,000
	7,000	Laboratory Corp. of America Holdings†		494,285		409,430
	5,000	Mead Johnson Nutrition Co., Cl. A†		120,000		144,350
	32,000	Medco Health Solutions Inc.†		814,565		1,322,880
	110,000	Merck & Co. Inc.		3,523,449		2,942,500
	5,000	Nobel Biocare Holding AG		139,480		85,303
	140,000	Novartis AG, ADR		7,727,317		5,296,200
	30,000	Patterson Companies Inc.†		1,080,112		565,800
	750,000	Pfizer Inc.		18,810,648		10,215,000
	150,000	Schering-Plough Corp.		2,759,763		3,532,500
	62,000	St. Jude Medical Inc.†		2,723,236		2,252,460
	760,000	Tenet Healthcare Corp.†		5,275,489		881,600
	270,000	UnitedHealth Group Inc.		11,810,711		5,651,100
	18,000	William Demant Holding A/S†		880,509		724,000
	100,000	Wyeth		4,029,238		4,304,000
	40,000	Zimmer Holdings Inc.†		2,544,804		1,460,000
				114,328,597		83,934,138
		Hotels and Gaming — 0.7%
	115,000	International Game Technology		2,798,679		1,060,300
	529,411	Ladbrokes plc		7,677,932		1,392,008
	400,000	Las Vegas Sands Corp.†		8,012,290		1,204,000
	340,000	MGM Mirage†		16,350,127		792,200
	60,000	Starwood Hotels & Resorts Worldwide Inc.		1,389,038		762,000
	12,000	Wynn Resorts Ltd.†		474,534		239,640
				36,702,600		5,450,148
		Machinery — 1.4%
	6,000	Caterpillar Inc.		35,181		167,760
	320,400	Deere & Co.		15,974,668		10,531,548
	7,609	Mueller Water Products Inc., Cl. A		111,552		25,110
				16,121,401		10,724,418
		Manufactured Housing — 0.0%
	265,000	Champion Enterprises Inc.†		1,837,109		127,200

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares/Units			Cost		Value
		COMMON STOCKS (Continued)
		Metals and Mining — 2.2%
	340,000	Alcoa Inc.	$	8,056,136	$	2,495,600
	9,000	Carpenter Technology Corp.		332,535		127,080
	130,000	Freeport-McMoRan Copper & Gold Inc.		3,350,503		4,954,300
	195,000	Newmont Mining Corp.		7,983,095		8,728,200
	45,000	Peabody Energy Corp.		1,713,246		1,126,800
	6,615	Teck Cominco Ltd., Cl. B		533,053		36,989
				21,968,568		17,468,969
		Publishing — 0.3%
	5,000	Idearc Inc.†		23,800		180
	44,000	Lee Enterprises Inc.		321,432		12,320
	6,016	News Corp., Cl. B		70,881		46,323
	60,000	PagesJaunes Groupe SA		1,664,637		507,553
	2	Seat Pagine Gialle SpA†		120		2
	30,633	The E.W. Scripps Co., Cl. A		293,839		41,355
	35,000	The McGraw-Hill Companies Inc.		1,280,632		800,450
	22,000	The New York Times Co., Cl. A		573,269		99,440
	1,200	The Washington Post Co., Cl. B		700,030		428,520
	2,000	Value Line Inc.		84,436		54,680
				5,013,076		1,990,823
		Real Estate — 0.0%
	7,000	Griffin Land & Nurseries Inc.		137,444		245,000
		Retail — 6.6%
	18,000	Copart Inc.†		535,865		533,880
	220,000	Costco Wholesale Corp.		11,379,094		10,190,400
	345,000	CVS Caremark Corp.		12,746,861		9,484,050
	50,000	Ingles Markets Inc., Cl. A		1,068,440		746,500
	350,000	Macy’s Inc.		6,084,621		3,115,000
	170,000	Safeway Inc.		3,593,397		3,432,300
	500	Sears Holdings Corp.†		40,732		22,855
	100,000	SUPERVALU Inc.		2,935,535		1,428,000
	210,000	The Great Atlantic & Pacific Tea Co. Inc.†		4,453,294		1,115,100
	80,000	The Home Depot Inc.		2,333,336		1,884,800
	60,000	Tractor Supply Co.†		2,160,405		2,163,600
	234,000	Wal-Mart Stores Inc.		11,089,209		12,191,400
	130,000	Walgreen Co.		4,641,323		3,374,800
	10,000	Weis Markets Inc.		300,480		310,400
	105,000	Whole Foods Market Inc.		3,618,490		1,764,000
				66,981,082		51,757,085
		Specialty Chemicals — 1.4%
	44,000	Albemarle Corp.		576,219		957,880
	437	Arkema, ADR		8,969		6,905
	40,000	Ashland Inc.		1,537,678		413,200
	210,000	Chemtura Corp.		1,499,113		9,975
	75,000	E. I. du Pont de Nemours and Co.		3,506,768		1,674,750
	140,000	Ferro Corp.		2,409,046		200,200
	2,000	FMC Corp.		64,790		86,280
	20,000	H. B. Fuller Co.		413,172		260,000
	74,000	International Flavors & Fragrances Inc.		3,489,906		2,254,040
	3,500	NewMarket Corp.		13,508		155,050
	100,000	Omnova Solutions Inc.†		667,863		174,000
	4,000	Quaker Chemical Corp.		79,615		31,760
	32,000	Rohm and Haas Co.		1,550,717		2,522,880
	50,000	Sensient Technologies Corp.		1,035,110		1,175,000
	85,000	The Dow Chemical Co.		3,720,650		716,550
	4,000	Zep Inc.		17,026		40,920
				20,590,150		10,679,390
		Telecommunications — 5.5%
	365,000	AT&T Inc.		9,749,736		9,198,000
	450,000	BCE Inc.		10,050,801		8,955,000
	4,495	Bell Aliant Regional Communications Income Fund (a)(b)		117,429		85,921
	200,000	BT Group plc		825,179		224,410
	30,000	BT Group plc, ADR		1,006,938		335,100
	140,000	Cable & Wireless plc		273,765		280,225
	30,000	CenturyTel Inc.		961,032		843,600
	350,000	Cincinnati Bell Inc.†		1,886,496		805,000
	330,000	Deutsche Telekom AG, ADR		5,830,728		4,075,500
	5,360	FairPoint Communications Inc.		49,106		4,181
	15,000	France Telecom SA, ADR		436,434		339,900
	140,000	Qwest Communications International Inc.		571,000		478,800
	1,500,000	Sprint Nextel Corp.†		7,568,438		5,355,000
	3,300	Telecom Italia SpA, ADR		31,072		42,207
	8,195	Telefonica SA, ADR		80,699		488,586
	144,500	Telephone & Data Systems Inc.		5,307,372		3,830,695
	12,000	TELUS Corp.		185,454		330,076
	18,000	TELUS Corp., Non-Voting		874,021		474,480
	225,000	Verizon Communications Inc.		8,241,287		6,795,000
	5,000	Windstream Corp.		43,990		40,300
				54,090,977		42,981,981
		Transportation — 0.3%
	7,000	Burlington Northern Santa Fe Corp.		571,133		421,050
	115,000	GATX Corp.		4,379,544		2,326,450
				4,950,677		2,747,500
		Wireless Communications — 0.4%
	2,600	NTT DoCoMo Inc.		3,779,517		3,511,845
		TOTAL COMMON STOCKS		1,092,150,112		775,012,314
		CONVERTIBLE PREFERRED STOCKS — 0.2%
		Communications Equipment — 0.1%
	1,100	Lucent Technologies Capital Trust I, 7.750% Cv. Pfd.		759,000		311,300

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		CONVERTIBLE PREFERRED STOCKS (Continued)
		Energy and Utilities: Integrated — 0.0%
	300	El Paso Corp., 4.990% Cv. Pfd. (b)	$	293,192	$	173,193
		Entertainment — 0.0%
	3,000	Metromedia International Group Inc., 7.250% Cv. Pfd.†		5,310		15,000
		Telecommunications — 0.1%
	33,000	Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B		918,894		886,710
		TOTAL CONVERTIBLE PREFERRED STOCKS		1,976,396		1,386,203
		RIGHTS — 0.0%
		Publishing — 0.0%
	2	Seat Pagine Gialle SpA, expire 04/17/09		1,210		12
		WARRANTS — 0.0%
		Broadcasting — 0.0%
	330	Granite Broadcasting Corp., Ser. A, expire 06/04/12†		0		3
	330	Granite Broadcasting Corp., Ser. B, expire 06/04/12†		0		3
		TOTAL WARRANTS		0		6
Principal
Amount
		CORPORATE BONDS — 1.1%
		Automotive: Parts and Accessories — 0.1%
$	800,000	Standard Motor Products Inc., Sub. Deb. Cv., 6.750%, 07/15/09		788,437		582,000
		Broadcasting — 0.1%
	2,200,000	Sinclair Broadcast Group Inc., Sub. Deb. Cv., 6.000%, 09/15/12		1,934,135		717,750
	350,000	Sinclair Broadcast Group Inc., Sub. Deb. Cv. (STEP), 4.875%, 07/15/18		334,393		148,750
	200,000	Young Broadcasting Inc., Sub. Deb., 10.000%, 03/01/11†		163,251		22
				2,431,779		866,522
		Business Services — 0.0%
	100,000	BBN Corp., Sub. Deb. Cv., 6.000%, 04/01/12† (a)		97,499		0
		Communications Equipment — 0.5%
	4,000,000	Agere Systems Inc., Sub. Deb. Cv., 6.500%, 12/15/09		3,980,286		4,035,000
		Computer Hardware — 0.0%
	500,000	SanDisk Corp., Cv., 1.000%, 05/15/13		234,805		302,500
		Energy and Utilities — 0.0%
	100,000	Texas Competitive Electric Holdings Co. LLC, Ser. B (STEP), 10.250%, 11/01/15		62,820		50,500
		Financial Services — 0.0%
	300,000	M-Systems Finance NV, Cv., 1.000%, 03/15/35		254,658		282,375
		Retail — 0.3%
	4,400,000	The Great Atlantic & Pacific Tea Co. Inc., Cv., 5.125%, 06/15/11		4,269,729		2,486,000
		Specialty Chemicals — 0.1%
	950,000	Ferro Corp., Cv., 6.500%, 08/15/13		462,177		320,625
		Telecommunications — 0.0%
	200,000	Williams Communications Group Inc., Escrow, 10.875%, 10/01/09† (a)		0		0
		TOTAL CORPORATE BONDS		12,582,190		8,925,522
		TOTAL INVESTMENTS — 99.9%	$	1,106,709,908		785,324,057
		Other Assets and Liabilities (Net) — 0.1%				1,064,543
		NET ASSETS — 100.0%			$	786,388,600

(a)	Securities 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 March 31, 2009, the market value of fair valued securities amounted to $524,817 or 0.07% of net assets.
(b)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2009, the market value of Rule 144A securities amounted to $693,060 or 0.09% of net assets.
†	Non-income producing security.
ADR	American Depositary Receipt
CVO	Contingent Value Obligation
STEP	Step coupon bond. The rate disclosed is that in effect at March 31, 2009.

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund

Statement of Assets and Liabilities
March 31, 2009 (Unaudited)

Assets:
Investments, at value (cost $1,106,709,908)	$	785,324,057
Foreign currency, at value (cost $3,087)		3,015
Receivable for investments sold		339,908
Receivable for Fund shares sold		2,265,721
Dividends and interest receivable		2,500,285
Unrealized appreciation on swap contracts		29,263
Prepaid expenses		70,797
Total Assets		790,533,046
Liabilities:
Payable to custodian		552,415
Payable for investments purchased		739,171
Payable for Fund shares redeemed		1,439,077
Payable for investment advisory fees		636,656
Payable for distribution fees		167,100
Payable for accounting fees		3,750
Payable for shareholder services fees		302,332
Other accrued expenses		303,945
Total Liabilities		4,144,446
Net Assets applicable to 62,542,918 shares outstanding	$	786,388,600
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	1,133,302,361
Accumulated distributions in excess of net investment income		(4,528,920	)
Accumulated net realized loss on investments, swap contracts, and foreign currency transactions		(21,025,751	)
Net unrealized depreciation on investments		(321,385,851	)
Net unrealized appreciation on swap contracts		29,263
Net unrealized depreciation on foreign currency translations		(2,502	)
Net Assets	$	786,388,600
Shares of Capital Stock:
Class AAA:
Net Asset Value, offering, and redemption price per share ($745,684,476 ÷ 59,253,657 shares outstanding; 150,000,000 shares authorized)	$	12.58
Class A:
Net Asset Value and redemption price per share ($19,555,536 ÷ 1,558,377 shares outstanding; 50,000,000 shares authorized)	$	12.55
Maximum offering price per share (NAV ÷ .9425, based on maximum sales charge of 5.75% of the offering price)	$	13.32
Class B:
Net Asset Value and offering price per share ($154,200 ÷ 12,779 shares outstanding; 50,000,000 shares authorized)	$	12.07	(a)
Class C:
Net Asset Value and offering price per share ($15,123,133 ÷ 1,253,496 shares outstanding; 50,000,000 shares authorized)	$	12.06	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($5,871,255 ÷ 464,609 shares outstanding; 50,000,000 shares authorized)	$	12.64

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

Statement of Operations
For the Six Months Ended March 31, 2009 (Unaudited)

Investment income:
Dividends (net of foreign taxes of $501,941)	$	12,992,679
Interest		507,436
Total Investment Income		13,500,115
Expenses:
Investment advisory fees		4,309,385
Distribution fees – Class AAA		1,027,809
Distribution fees – Class A		24,514
Distribution fees – Class B		904
Distribution fees – Class C		75,977
Shareholder services fees		692,880
Shareholder communications expenses		213,687
Custodian fees		99,283
Registration expenses		48,052
Legal and audit fees		40,608
Accounting fees		22,500
Directors’ fees		19,907
Interest expense		4,209
Miscellaneous expenses		49,538
Total Expenses		6,629,253
Less:
Advisory fee reduction on unsupervised assets		(2,672	)
Custodian fee credits		(1,082	)
Net Expenses		6,625,499
Net Investment Income		6,874,616
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency:
Net realized loss on investments		(3,062,383	)
Net realized loss on swap contracts		(123,387	)
Net realized loss on foreign currency transactions		(70,750	)
Net realized loss on investments, swap contacts, and foreign currency transactions		(3,256,520	)
Net change in unrealized appreciation/ (depreciation) on investments		(347,343,896	)
Net change in unrealized appreciation/ (depreciation) on swap contracts		60,140
Net change in unrealized appreciation/ (depreciation) on foreign currency translations		3,362
Net change in unrealized appreciation/ (depreciation) on investments, swap contracts, and foreign currency translations		(347,280,394	)
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency		(350,536,914	)
Net Decrease in Net Assets Resulting from Operations	$	(343,662,298	)

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2009			Year Ended
	(Unaudited)			September 30, 2008
Operations:
Net investment income	$	6,874,616		$	10,824,552
Net realized loss on investments, swap contracts, and foreign currency transactions		(3,256,520	)		(9,197,201	)
Net change in unrealized appreciation/(depreciation) on investments, swap contracts, and foreign currency translations		(347,280,394	)		(265,173,842	)
Net Decrease in Net Assets Resulting from Operations		(343,662,298	)		(263,546,491	)
Distributions to Shareholders:
Net investment income
Class AAA		(10,912,756	)		(10,546,445	)
Class A		(267,011	)		(176,682	)
Class B		(2,474	)		(2,809	)
Class C		(214,830	)		(173,060	)
Class I		(75,122	)		(5,950	)
		(11,472,193	)		(10,904,946	)
Net realized gain
Class AAA		—			(21,351,419	)
Class A		—			(316,681	)
Class B		—			(6,167	)
Class C		—			(328,750	)
		—			(22,003,017	)
Return of capital
Class AAA		—			(9,231,544	)
Class A		—			(154,376	)
Class B		—			(2,462	)
Class C		—			(151,338	)
Class I		—			(5,126	)
		—			(9,544,846	)
Total Distributions to Shareholders		(11,472,193	)		(42,452,809	)
Capital Share Transactions:
Class AAA		(48,704,217	)		239,884,656
Class A		3,992,731			12,798,114
Class B		(21,970	)		(12,254	)
Class C		2,359,764			6,182,277
Class I		5,613,801			1,135,297
Net Increase/(Decrease) in Net Assets from Capital Share Transactions		(36,759,891	)		259,988,090
Redemption Fees		119			7,092
Net Decrease in Net Assets		(391,894,263	)		(46,004,118	)
Net Assets:
Beginning of period		1,178,282,863			1,224,286,981
End of period (including undistributed net investment income of $0 and $68,657, respectively)	$	786,388,600		$	1,178,282,863

See accompanying notes to financial statements.

11

The Gabelli Equity Income Fund
Financial Highlights

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

			Income from Investment Operations
					Net						Distributions																						Ratios to Average Net Assets/
	Net Asset				Realized and			Total						Net												Net Asset					Net Assets		Supplemental Data
Period	Value,		Net		Unrealized			from			Net			Realized			Return									Value,					End of		Net						Portfolio
Ended	Beginning		Investment		Gain (Loss) on			Investment			Investment			Gain on			of			Total			Redemption			End of		Total			Period		Investment			Operating			Turnover
September 30	of Period		Income(a)		Investments			Operations			Income			Investments			Capital			Distributions			Fees(a)			Period		Return†			(in 000’s)		Income			Expenses			Rate††
Class AAA
2009(b)	$	18.00	$	0.11	$	(5.35	)	$	(5.24	)	$	(0.18	)		—			—		$	(0.18	)	$	0.00	(c)	$	12.58		(29.16	)%	$	745,685		1.61	%(d)		1.53%	(d)(e)		10	%
2008		22.98		0.18		(4.43	)		(4.25	)		(0.17	)	$	(0.40	)	$	(0.16	)		(0.73	)		0.00	(c)		18.00		(18.95	)		1,135,543		0.87			1.43	(e)		22
2007		20.23		0.22		3.37			3.59			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.98		18.19			1,191,351		1.01			1.43	(e)		12
2006		18.72		0.38		1.68			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		20.23		11.25			794,375		1.98			1.46	(e)		14
2005		16.73		0.24		2.41			2.65			(0.24	)		(0.42	)		—			(0.66	)		0.00	(c)		18.72		16.09			580,081		1.33			1.46			11
2004		14.60		0.23		2.26			2.49			(0.27	)		(0.09	)		—			(0.36	)		—			16.73		17.13			355,321		1.42			1.49			12
Class A
2009(b)	$	17.95	$	0.11	$	(5.33	)	$	(5.22	)	$	(0.18	)		—			—		$	(0.18	)	$	0.00	(c)	$	12.55		(29.13	)%	$	19,556		1.63	%(d)		1.53%	(d)(e)		10	%
2008		22.91		0.18		(4.41	)		(4.23	)		(0.17	)	$	(0.40	)	$	(0.16	)		(0.73	)		0.00	(c)		17.95		(18.92	)		22,979		0.88			1.43	(e)		22
2007		20.17		0.22		3.36			3.58			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.91		18.20			15,313		1.00			1.43	(e)		12
2006		18.66		0.39		1.67			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		20.17		11.29			8,379		2.02			1.46	(e)		14
2005		16.72		0.20		2.43			2.63			(0.27	)		(0.42	)		—			(0.69	)		0.00	(c)		18.66		15.99			3,644		1.08			1.50			11
2004(f)		16.40		0.16		0.43			0.59			(0.20	)		(0.07	)		—			(0.27	)		—			16.72		3.62			124		1.33	(d)		1.49	(d)		12
Class B
2009(b)	$	17.34	$	0.05	$	(5.14	)	$	(5.09	)	$	(0.18	)		—			—		$	(0.18	)	$	0.00	(c)	$	12.07		(29.41	)%	$	154		0.82	%(d)		2.28%	(d)(e)		10	%
2008		22.32		0.02		(4.27	)		(4.25	)		(0.17	)	$	(0.40	)	$	(0.16	)		(0.73	)		0.00	(c)		17.34		(19.54	)		252		0.12			2.18	(e)		22
2007		19.82		0.06		3.28			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.32		17.28			344		0.29			2.18	(e)		12
2006		18.48		0.36		1.53			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		19.82		10.46			352		1.91			2.21	(e)		14
2005		16.62		0.04		2.46			2.50			(0.22	)		(0.42	)		—			(0.64	)		0.00	(c)		18.48		15.28			32		0.20			2.22			11
2004(f)		16.40		0.07		0.42			0.49			(0.20	)		(0.07	)		—			(0.27	)		—			16.62		3.00			1		0.56	(d)		2.24	(d)		12
Class C
2009(b)	$	17.33	$	0.06	$	(5.15	)	$	(5.09	)	$	(0.18	)		—			—		$	(0.18	)	$	0.00	(c)	$	12.06		(29.42	)%	$	15,123		0.86	%(d)		2.28%	(d)(e)		10	%
2008		22.31		0.03		(4.28	)		(4.25	)		(0.17	)	$	(0.40	)	$	(0.16	)		(0.73	)		0.00	(c)		17.33		(19.55	)		18,547		0.13			2.18	(e)		22
2007		19.81		0.05		3.29			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00	(c)		22.31		17.29			17,279		0.24			2.18	(e)		12
2006		18.47		0.24		1.65			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00	(c)		19.81		10.46			8,044		1.26			2.21	(e)		14
2005		16.64		0.07		2.43			2.50			(0.25	)		(0.42	)		—			(0.67	)		0.00	(c)		18.47		15.24			3,374		0.37			2.24			11
2004(f)		16.40		0.08		0.43			0.51			(0.20	)		(0.07	)		—			(0.27	)		—			16.64		3.13			79		0.62	(d)		2.24	(d)		12
Class I
2009(b)	$	18.04	$	0.13	$	(5.35	)	$	(5.22	)	$	(0.18	)		—			—		$	(0.18	)	$	0.00	(c)	$	12.64		(28.98	)%	$	5,871		1.94	%(d)		1.28%	(d)(e)		10	%
2008(g)		21.42		0.19		(3.30	)		(3.11	)		(0.14	)		—		$	(0.13	)		(0.27	)		0.00	(c)		18.04		(14.65	)		962		1.31	(d)		1.18	(d)(e)		22

†	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.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended September 30, 2007, 2006, 2005, and 2004 would have been 20%, 34%, 26%, and 15%, respectively.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	For the six months ended March 31, 2009, unaudited.
(c)	Amount represents less than $0.005 per share.
(d)	Annualized.
(e)	The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratios for the year ended September 30, 2006 would have been 1.45%, 1.45%, 2.20%, and 2.20% for Class AAA, Class A, Class B, and Class C, respectively. For the six months ended March 31, 2009, and the years ended September 30, 2008 and 2007, the effect of the custodian fee credits was minimal.
(f)	From the commencement of offering Class A, Class B, and Class C Shares on December 31, 2003.
(g)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.

     See accompanying notes to financial statements.

12

The Gabelli Equity Income Fund
Notes to Financial Statements (Unaudited)

1. Organization. The Gabelli Equity Income Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 as a Maryland corporation. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is to seek a high level of total return with an emphasis on income. The Fund commenced investment operations on January 2, 1992.

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 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 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.

13

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”) clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements.The three levels of the fair value hierarchy under SFAS 157 are described 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).

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 and other financial instruments by inputs used to value the Fund’s investments as of March 31, 2009 is as follows:

			Other Financial
	Investments in		Instruments
	Securities		(Unrealized
	(Market Value)		Appreciation)*
Valuation Inputs	Assets		Assets
Level 1 — Quoted Prices	$	776,455,717		—
Level 2 — Other Significant Observable Inputs		8,863,390	$	29,263
Level 3 — Significant Unobservable Inputs		4,950		—
Total	$	785,324,057	$	29,263

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards, and swaps which are valued at the unrealized appreciation/depreciation on the investment.

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

	Investments in
	Securities
	(Market Value)
Balance as of 09/30/08	$	4,950
Accrued discounts/(premiums)		—
Realized gain/(loss)		—
Change in unrealized appreciation/(depreciation)		—
Net purchases/(sales)		—
Transfers in and/or out of Level 3		—
Balance as of 03/31/09	$	4,950

14

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

In March 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standard No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) that is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161 on the Fund’s financial statement disclosures.

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. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At March 31, 2009, there were no open repurchase agreements.

Swap Agreements. The Fund may enter into equity and contract for difference swap transactions. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a swap, a set of future cash flows are exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. There is no assurance that the swap contract counterparties will be able to meet their obligations pursuant to the swap contracts, or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to the swap contracts. The creditworthiness of the swap contract counterparties is closely monitored in order to minimize the risk. Depending on the general state of short-term interest rates and the returns of the Fund’s portfolio securities at that point in time, such a default could negatively affect the Fund’s ability to make dividend payments. In addition, at the time a swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund’s ability to make dividend payments.

15

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

The use of derivative instruments involves, to varying degrees, elements of market and counterparty risk in excess of the amount recognized below.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be paid or received on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of swap agreements.

Effective March 16, 2008, Bear, Stearns International Limited entered into a Guaranty Agreement with JPMorgan Chase & Co., whereby JPMorgan Chase & Co. unconditionally guaranteed the due and punctual payment of certain liabilities of Bear, Stearns International Limited, including the current liabilities of Bear, Stearns International Limited to the Fund. As of March 31, 2009, the Fund held contract for difference swaps with Bear, Stearns International Limited which are covered by the JPMorgan Chase & Co. Guaranty Agreement as of the date of the report. Details of the swaps at March 31, 2009 are as follows:

Notional	Equity Security	Interest Rate/	Termination		Net Unrealized
Amount	Received	Equity Security Paid	Date		Appreciation
	Market Value	Overnight LIBOR plus 75 bps plus
	Appreciation on:	Market Value Depreciation on:
$123,902 (140,000 Shares)	Rank Group plc	Rank Group plc		03/11/10	$	23,138
78,170 (20,000 Shares)	Rolls-Royce Group plc	Rolls-Royce Group plc		03/11/10		6,125
					$	29,263

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 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 March 31, 2009, 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 March 31, 2009.

16

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

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

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At March 31, 2009, there were no open forward foreign exchange contracts.

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 trade date and subsequent sale trade date is included in realized gain/loss on investments.

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

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.

Restricted and Illiquid Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are illiquid. Illiquid securities include securities the disposition of which is subject to substantial legal or contractual restrictions. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified

17

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity.

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 included in “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. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended September 30, 2008 was as follows:

Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	11,894,382
Net long-term capital gains		21,013,581
Return of capital		9,544,846
Total distributions paid	$	42,452,809

18

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

The Fund has a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income and capital gains. The actual source of the distribution is determined after the end of the calendar year. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long-term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pay out all of its net realized long-term capital gains as a Capital Gain Dividend. The Fund continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. The Fund currently intends to pay $0.03 per share on a monthly basis.

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.

Under the current tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s year end may be treated as occurring on the first day of the following year. For the year ended September 30, 2008, the Fund deferred capital losses of $5,378,169.

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at March 31, 2009:

			Gross		Gross			Net Unrealized
			Unrealized		Unrealized			Appreciation
	Cost		Appreciation		Depreciation			(Depreciation)
Investments	$	1,123,493,472	$	56,768,248	$	(394,937,663	)	$	(338,169,415	)
Swap contracts		—		29,263		—			29,263
	$	1,123,493,472	$	56,797,511	$	(394,937,663	)	$	(338,140,152	)

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of 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. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. In accordance with FIN 48, management has analyzed the Fund’s tax positions taken on the federal and state income tax returns for all open tax years (the current and prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements. Management’s determination regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, an on-going analysis of tax laws, regulations, and interpretations thereof.

3. Investment Advisory Agreement and Other Transactions. The Fund has 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 Corporation pays each Director who is not considered to be an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended and they are reimbursed 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 and the Lead Director each receive an annual fee of $1,000. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

19

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

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 & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and proceeds from the sales of securities for the six months ended March 31, 2009, other than short-term securities and U.S. Government obligations, aggregated $90,274,829 and $128,942,868, respectively.

Purchases and proceeds from the sales of U.S. Government obligations for the six months ended March 31, 2009, other than short-term obligations, aggregated $1,167,750 and $6,242,883, respectively.

6. Transactions with Affiliates. During the six months ended March 31, 2009, the Fund paid brokerage commissions on security trades of $228,781 to Gabelli & Company. Additionally, Gabelli & Company informed the Fund that it retained $11,016 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 six months ended March 31, 2009, the Fund paid or accrued $22,500 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 0.75% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations. At March 31, 2009, borrowings outstanding under the line of credit amounted to $558,000.

The average daily amount of borrowings outstanding under the line of credit during the six months ended March 31, 2009 was $3,131,236 with a weighted average interest rate of 1.05%. The maximum amount borrowed at any time during the six months ended March 31, 2009 was $16,544,000.

8. Capital Stock. 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 & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered 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 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.

20

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

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. The redemption fees during the six months ended March 31, 2009 and the year ended September 30, 2008 amounted to $119 and $7,092, 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 capital stock were as follows:

	Six Months Ended
	March 31, 2009						Year Ended
	(Unaudited)						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		10,045,324		$	137,169,229			24,093,784		$	504,580,779
Shares issued upon reinvestment of distributions		756,453			10,078,082			1,797,042			38,520,431
Shares redeemed		(14,634,351	)		(195,951,528	)		(14,644,330	)		(303,216,554	)
Net increase/(decrease)		(3,832,574	)	$	(48,704,217	)		11,246,496		$	239,884,656
	Class A						Class A
Shares sold		560,060		$	7,649,457			798,290		$	16,578,039
Shares issued upon reinvestment of distributions		18,170			240,493			25,861			548,965
Shares redeemed		(300,199	)		(3,897,219	)		(212,203	)		(4,328,890	)
Net increase		278,031		$	3,992,731			611,948		$	12,798,114
	Class B						Class B
Shares sold		820		$	9,886			9,738		$	196,093
Shares issued upon reinvestment of distributions		183			2,350			543			11,320
Shares redeemed		(2,772	)		(34,206	)		(11,132	)		(219,667	)
Net decrease		(1,769	)	$	(21,970	)		(851	)	$	(12,254	)
	Class C						Class C
Shares sold		471,224		$	6,040,764			472,038		$	9,589,680
Shares issued upon reinvestment of distributions		15,303			195,321			29,534			611,310
Shares redeemed		(303,096	)		(3,876,321	)		(205,866	)		(4,018,713	)
Net increase		183,431		$	2,359,764			295,706		$	6,182,277
	Class I						Class I*
Shares sold		522,591		$	7,037,621			54,128		$	1,152,550
Shares issued upon reinvestment of distributions		733			9,782			550			11,076
Shares redeemed		(112,044	)		(1,433,602	)		(1,349	)		(28,329	)
Net increase		411,280		$	5,613,801			53,329		$	1,135,297

* From the commencement of offering Class I Shares on January 11, 2008.

21

The Gabelli Equity Income Fund
Notes to Financial Statements (Continued) (Unaudited)

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 and expects the risk of loss to be remote.

10. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s 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 settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had 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, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan to be developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will 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 Global Growth Fund and other funds in the Gabelli/GAMCO fund complex. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

22

The Gabelli Equity Income Fund

Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2009, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long-term performance of the Fund against a peer group of equity income funds. The Independent Board Members noted that the Fund’s performance was below average for the one year and five year periods, and in the second quartile for the three year period.

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a substantial portion of the Fund’s portfolio transactions were executed by an affiliated broker, that the affiliated broker received distribution fees and minor amounts of sales commissions, and that the Adviser received a moderate level of soft dollar research benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund to similar expense ratios of the peer group of equity income funds and noted that the Adviser’s management fee includes substantially all administrative services of the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios and the Fund’s size were above average within this group. The Independent Board Members also noted that the management fee structure was the same as that in effect for most of the Gabelli funds. The Independent Board Members did not compare the management fee with the fee for other types of accounts managed by the Adviser.

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

23

Gabelli Equity Series Funds, Inc.
The Gabelli Equity Income 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 6:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
Attorney-at-Law	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.

Officers

Bruce N. Alpert	Agnes Mullady
President and Secretary	Treasurer
Peter D. Goldstein
Chief Compliance Officer

Distributor
Gabelli & Company, Inc.

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

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

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

The
Gabelli
Equity
Income
Fund

SEMI ANNUAL REPORT
MARCH 31, 2009

GAB444Q109SR

The Gabelli Woodland Small Cap Value Fund

Semi-Annual Report _(a)
March 31, 2009

To Our Shareholders,

     The Gabelli Woodland Small Cap Value Fund’s Class AAA Shares declined 14.35% for the quarter ending March 31, 2009, versus declines of 14.95% for the Russell 2000 Index, 10.98% for the Standard & Poor’s (“S&P”) 500 Index, and 7.68% for the Value Line Composite Index.

Comparative Results

Average Annual Returns through March 31, 2009 (a)(b)

													Since
													Inception
	Quarter			1 Year			3 Year			5 Year			(12/31/02)
Gabelli Woodland Small Cap Value Fund Class AAA		(14.35	)%		(37.87	)%		(15.63	)%		(4.67	)%		(0.01	)%
Russell 2000 Index		(14.95	)		(37.50	)		(16.80	)		(5.24	)		2.90
S&P 500 Index		(10.98	)		(38.06	)		(13.05	)		(4.76	)		0.40
Value Line Composite Index		(7.68	)		(36.76	)		(14.78	)		(4.25	)		3.70
Class A		(14.24	)		(37.80	)		(15.56	)		(4.58	)		0.06
		(19.17	)(c)		(41.47	)(c)		(17.26	)(c)		(5.73	)(c)		(0.91	)(c)
Class B		(14.38	)		(38.30	)		(16.33	)		(5.15	)		(0.32	)
		(18.66	)(d)		(41.38	)(d)		(17.17	)(d)		(5.53	)(d)		(0.49	)
Class C		(14.50	)		(38.32	)		(16.25	)		(5.33	)		(0.67	)
		(15.36	)(e)		(38.94	)(e)		(16.25	)		(5.33	)		(0.67	)
Class I		(14.17	)		(37.65	)		(15.53	)		(4.60	)		0.05

In the current prospectus, the gross expense ratios for Class AAA, A, B, C, and I Shares are 2.52%, 2.52%, 3.27%, 3.27%, and 2.27%, respectively.The net expense ratios after contractual reimbursements by the Adviser in place through September 30, 2009 are 2.00%, 2.00%, 2.75%, 2.75%, and 1.75% respectively. Class AAA and 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)	The Fund’s fiscal year ends September 30.
(b)	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 of 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 AAA Shares net asset values (“NAVs”) per share are used to calculate performance for the periods prior to the issuance of Class I Shares on January 11, 2008. The actual performance of Class I Shares would have been higher due to lower expenses associated with this class of shares. Investing in small capitalization securities involves special challenges because these securities may trade less frequently and experience more abrupt price movements than large capitalization securities. The Russell 2000 Index of small U.S. companies, the S&P 500 Index of the largest U.S. companies, and the Value Line Composite Index (comprised of equally weighted positions in every stock covered in the Value Line Investment Survey) are unmanaged indicators of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(c)	Includes the effect of the maximum 5.75% sales charge at the beginning of the period.
(d)	Performance results include the deferred sales charges for the Class B Shares upon redemption at the end of the quarter, one year, three year, five year and since inception periods of 5%, 5%, 3%, 2%, and 1%, 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.
(e)	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.

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

The Gabelli Woodland Small Cap Value Fund
Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2008 through March 31, 2009 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.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	10/01/08		03/31/09		Ratio			Period*
The Gabelli Woodland Small Cap Value Fund
Actual Fund Return
Class AAA	$	1,000.00	$	618.60		2.02	%	$	8.15
Class A	$	1,000.00	$	619.30		2.02	%	$	8.16
Class B	$	1,000.00	$	617.70		2.77	%	$	11.17
Class C	$	1,000.00	$	616.80		2.77	%	$	11.17
Class I	$	1,000.00	$	620.20		1.77	%	$	7.15
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,014.86		2.02	%	$	10.15
Class A	$	1,000.00	$	1,014.86		2.02	%	$	10.15
Class B	$	1,000.00	$	1,011.12		2.77	%	$	13.89
Class C	$	1,000.00	$	1,011.12		2.77	%	$	13.89
Class I	$	1,000.00	$	1,016.11		1.77	%	$	8.90

* Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

2

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total net assets as of March 31, 2009:

The Gabelli Woodland Small Cap Value Fund

Computer Software and Services	14.6	%
Health Care	11.5	%
Diversified Industrial	10.5	%
Equipment and Supplies	8.8	%
Business Services	8.2	%
Machinery	5.9	%
Consumer Products	4.9	%
Entertainment	4.8	%
Energy and Utilities	4.6	%
Retail	4.4	%
Aerospace	4.4	%
Financial Services	3.8	%
Specialty Chemicals	2.4	%
Automotive: Parts and Accessories	2.3	%
Consumer Services	2.3	%
Telecommunications	2.2	%
Hotels and Gaming	2.1	%
Transportation	1.8	%
Food and Beverage	1.8	%
Publishing	1.6	%
Other Assets and Liabilities (Net)	(2.9	)%
	100.0	%

The Gabelli Woodland Small Cap Value Fund (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 December 31, 2008. 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.

3

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments — March 31, 2009 (Unaudited)

					Market
Shares			Cost		Value
		COMMON STOCKS — 102.9%
		Aerospace — 4.4%
	8,600	Herley Industries Inc.†	$	126,722	$	102,856
	5,020	Kaman Corp.		132,222		62,951
				258,944		165,807
		Automotive: Parts and Accessories — 2.3%
	6,490	Midas Inc.†		122,392		51,401
	9,000	Spartan Motors Inc.		24,320		36,180
				146,712		87,581
		Business Services — 8.2%
	1,358	Ascent Media Corp., Cl. A†		35,464		33,950
	4,890	Deluxe Corp.		77,745		47,091
	8,150	Edgewater Technology Inc.†		58,198		22,820
	7,350	Intermec Inc.†		178,882		76,440
	4,000	Liquidity Services Inc.†		24,777		27,960
	3,820	The Brink’s Co.		81,437		101,077
				456,503		309,338
		Computer Software and Services — 14.6%
	7,000	Dynamics Research Corp.†		48,786		50,680
	1,600	Fair Isaac Corp.		23,331		22,512
	17,500	Furmanite Corp.†		116,444		54,425
	18,410	Lawson Software Inc.†		138,033		78,242
	4,340	MTS Systems Corp.		152,438		98,735
	5,500	Stratasys Inc.†		62,999		45,485
	25,000	Tier Technologies Inc., Cl. B†		236,604		115,750
	14,800	TransAct Technologies Inc.†		67,877		38,332
	2,700	Versant Corp.†		41,580		46,413
				888,092		550,574
		Consumer Products — 4.9%
	4,270	Alberto-Culver Co.		92,836		96,545
	1,085	Church & Dwight Co. Inc.		32,590		56,669
	600	Deckers Outdoor Corp.†		26,427		31,824
				151,853		185,038
		Consumer Services — 2.3%
	3,820	Brink’s Home Security Holdings Inc.†		66,630		86,332
		Diversified Industrial — 10.5%
	2,050	Columbus McKinnon Corp.†		38,449		17,876
	3,000	Graham Corp.		24,388		26,910
	2,457	Griffon Corp.†		17,241		18,428
	3,800	L.B. Foster Co., Cl. A†		116,739		94,354
	9,920	LeCroy Corp.†		93,529		31,149
	4,800	OSI Systems Inc.†		76,114		73,248
	2,000	Raven Industries Inc.		39,770		41,560
	3,790	Texas Industries Inc.		154,741		94,750
				560,971		398,275
		Energy and Utilities — 4.6%
	6,240	Mariner Energy Inc.†		99,318		48,360
	4,170	PICO Holdings Inc.†		141,937		125,392
				241,255		173,752
		Entertainment — 4.8%
	3,585	Discovery Communications Inc., Cl. A†		57,543		57,432
	3,585	Discovery Communications Inc., Cl. C†		40,172		52,520
	9,900	Pinnacle Entertainment Inc.†		56,495		69,696
				154,210		179,648
		Equipment and Supplies — 8.8%
	13,600	C&D Technologies Inc.†		72,670		25,160
	22,000	Gerber Scientific Inc.†		135,965		52,580
	5,030	Powell Industries Inc.†		157,845		177,609
	3,150	The Toro Co.		86,818		76,167
				453,298		331,516
		Financial Services — 3.8%
	1,430	HMN Financial Inc.		50,067		4,433
	9,700	NewAlliance Bancshares Inc.		142,484		113,878
	1,204	Willis Group Holdings Ltd.		34,764		26,488
				227,315		144,799
		Food and Beverage — 1.8%
	3,900	PepsiAmericas Inc.		70,438		67,275
		Health Care — 11.5%
	900	Chemed Corp.		35,214		35,010
	17,500	Home Diagnostics Inc.†		130,331		99,225
	4,000	Matrixx Initiatives Inc.†		71,693		65,600
	9,940	Rochester Medical Corp.†		118,098		109,539
	4,116	SurModics Inc.†		122,478		75,117
	1,480	West Pharmaceutical Services Inc.		60,856		48,559
				538,670		433,050
		Hotels and Gaming — 2.1%
	9,370	Gaylord Entertainment Co.†		147,056		78,052
		Machinery — 5.9%
	6,764	Key Technology Inc.†		80,211		59,523
	3,500	Robbins & Myers Inc.		69,482		53,095
	2,200	Valmont Industries Inc.		125,192		110,462
				274,885		223,080
		Publishing — 1.6%
	4,000	Scholastic Corp.		47,550		60,280
		Retail — 4.4%
	5,000	J. Crew Group Inc.†		63,929		65,900
	6,500	Shutterfly Inc.†		64,364		60,905
	7,600	The Great Atlantic & Pacific Tea Co. Inc.†		54,481		40,356
				182,774		167,161
		Specialty Chemicals — 2.4%
	2,000	Arch Chemicals Inc.		63,429		37,920
	1,260	FMC Corp.		48,289		54,356
				111,718		92,276
		Telecommunications — 2.2%
	15,400	HickoryTech Corp.		133,250		82,852
		Transportation — 1.8%
	3,200	Bristow Group Inc.†		81,393		68,576
		TOTAL COMMON STOCKS		5,193,517		3,885,262
		TOTAL INVESTMENTS — 102.9% $		5,193,517		3,885,262
		Other Assets and Liabilities (Net) — (2.9)%				(109,161	)
		NET ASSETS — 100.0%			$	3,776,101

† Non-income producing security.

See accompanying notes to financial statements.

4

The Gabelli Woodland Small Cap Value Fund

Statement of Assets and Liabilities
March 31, 2009 (Unaudited)

Assets:
Investments, at value (cost $5,193,517)	$	3,885,262
Receivable for Fund shares sold		755
Receivable from Adviser		6,655
Dividends receivable		3,449
Prepaid expenses		22,209
Total Assets		3,918,330
Liabilities:
Payable to custodian		32,720
Payable for investments purchased		23,824
Payable for Fund shares redeemed		50,377
Payable for distribution fees		832
Payable for legal and audit fees		21,334
Payable for shareholder communications expenses		10,928
Other accrued expenses		2,214
Total Liabilities		142,229
Net Assets applicable to 703,623 shares outstanding	$	3,776,101
Net Assets Consist of:
Paid-in capital, each class at $0.001 par value	$	6,546,641
Accumulated net investment loss		(16,313	)
Accumulated net realized loss on investments		(1,445,972	)
Net unrealized depreciation on investments		(1,308,255	)
Net Assets	$	3,776,101
Shares of Capital Stock:
Class AAA:
Net Asset Value, offering, and redemption price per share ($3,598,993 ÷ 669,734 shares outstanding; 100,000,000 shares authorized)	$	5.37
Class A:
Net Asset Value and redemption price per share ($31,639 ÷ 5,841 shares outstanding; 50,000,000 shares authorized)	$	5.42
Maximum offering price per share (NAV ÷ .9425, based on maximum sales charge of 5.75% of the offering price)	$	5.75
Class B:
Net Asset Value and offering price per share ($97.93 ÷ 18.49 shares outstanding; 50,000,000 shares authorized)	$	5.30	(a)
Class C:
Net Asset Value and offering price per share ($91,982 ÷ 18,128 shares outstanding; 50,000,000 shares authorized)	$	5.07	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($53,389 ÷ 9,902 shares outstanding; 50,000,000 shares authorized)	$	5.39

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

Statement of Operations
For the Six Months Ended March 31, 2009 (Unaudited)

Investment income:
Dividends	$	29,825
Interest		238
Total Investment Income		30,063
Expenses:
Investment advisory fees		22,834
Distribution fees — Class AAA		5,460
Distribution fees — Class A		43
Distribution fees — Class B		1
Distribution fees — Class C		558
Registration expenses		15,972
Legal and audit fees		12,325
Shareholder communications expenses		11,980
Shareholder services fees		5,622
Custodian fees		5,107
Interest expense		339
Directors’ fees		131
Miscellaneous expenses		2,393
Total Expenses Before Fees Waived and Expenses Reimbursed by Adviser		82,765
Less:
Fees waived and expenses reimbursed by Adviser		(36,389	)
Net Expenses		46,376
Net Investment Loss		(16,313	)
Net Realized and Unrealized Loss on Investments:
Net realized loss on investments		(1,432,899	)
Net change in unrealized appreciation/ (depreciation) on investments		(1,377,660	)
Net Realized and Unrealized Loss on Investments		(2,810,559	)
Net Decrease in Net Assets Resulting from Operations	$	(2,826,872	)

See accompanying notes to financial statements.

5

The Gabelli Woodland Small Cap Value Fund

Statement of Changes in Net Assets

	Six Months Ended
	March 31, 2009			Year Ended
	(Unaudited)			September 30, 2008
Operations:
Net investment loss	$	(16,313	)	$	(65,989	)
Net realized gain/(loss) on investments		(1,432,899	)		369,935
Net change in unrealized appreciation/(depreciation) on investments		(1,377,660	)		(1,505,525	)
Net Decrease in Net Assets Resulting from Operations		(2,826,872	)		(1,201,579	)
Distributions to Shareholders:
Net realized gain
Class AAA		(301,983	)		(1,262,098	)
Class A		(2,225	)		(9,144	)
Class B		(7	)		(26	)
Class C		(6,124	)		(43,337	)
Class I		(3,246	)		—
Total Distributions to Shareholders		(313,585	)		(1,314,605	)
Capital Share Transactions:
Class AAA		(702,237	)		703,505
Class A		2,226			3,296
Class B		7			27
Class C		7,566			(69,071	)
Class I		13,378			73,953
Net Increase/(Decrease) in Net Assets from Capital Share Transactions		(679,060	)		711,710
Redemption Fees		—			1
Net Decrease in Net Assets		(3,819,517	)		(1,804,473	)
Net Assets:
Beginning of period		7,595,618			9,400,091
End of period (including undistributed net investment income of $0 and $0, respectively)	$	3,776,101		$	7,595,618

See accompanying notes to financial statements.

6

The Gabelli Woodland Small Cap Value Fund
Financial Highlights

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

			Income																												Ratios to Average Net Assets/
			from Investment Operations									Distributions																			Supplemental Data
						Net																												Expenses			Expenses
	Net Asset		Net			Realized and			Total						Net									Net Asset					Net Assets		Net			Net of			Before
Period	Value,		Investment			Unrealized			from			Net			Realized									Value,					End of		Investment			Waivers/			Waivers/			Portfolio
Ended	Beginning		Income			Gain (Loss) on			Investment			Investment			Gain on			Total			Redemption			End of		Total			Period		Income			Reimburse-			Reimburse-			Turnover
September 30	of Period		(Loss)(a)(b)			Investments			Operations			Income			Investments			Distributions			Fees(a)			Period		Return†			(in 000’s)		(Loss)(b)			ments(c)			ments(d)			Rate††
Class AAA
2009(e)	$	9.30	$	(0.02	)	$	(3.50	)	$	(3.52	)		—		$	(0.41	)	$	(0.41	)		—		$	5.37		(38.14	)%	$	3,599		(0.70	)%(f)		2.02	%(f)(g)		3.61	%(f)		33	%
2008		12.61		(0.08	)		(1.43	)		(1.51	)		—			(1.80	)		(1.80	)	$	0.00	(h)		9.30		(13.20	)		7,327		(0.80	)		2.01	(g)		2.52			58
2007		13.35		0.05			2.44			2.49			($0.06	)		(3.17	)		(3.23	)		0.00	(h)		12.61		20.71			9,040		0.38			2.01	(g)		2.33			51
2006		14.64		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(h)		13.35		(0.35	)		9,137		(0.84	)		2.01	(g)		2.31			59
2005		12.79		(0.11	)		2.69			2.58			—			(0.73	)		(0.73	)		0.00	(h)		14.64		20.67			11,839		(0.78	)		2.01			2.99			35
2004		10.58		(0.14	)		2.38			2.24			—			(0.03	)		(0.03	)		—			12.79		21.22			3,388		(1.14	)		2.00			5.94			45
Class A
2009(e)	$	9.37	$	(0.02	)	$	(3.52	)	$	(3.54	)		—		$	(0.41	)	$	(0.41	)		—		$	5.42		(38.07	)%	$	32		(0.71	)%(f)		2.02	%(f)(g)		3.61	%(f)		33	%
2008		12.69		(0.08	)		(1.44	)		(1.52	)		—			(1.80	)		(1.80	)	$	0.00	(h)		9.37		(13.19	)		51		(0.80	)		2.01	(g)		2.52			58
2007		13.36		0.13			2.39			2.52			($0.02	)		(3.17	)		(3.19	)		0.00	(h)		12.69		20.94			65		1.00			2.01	(g)		2.33			51
2006		14.65		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00	(h)		13.36		(0.36	)		100		(0.83	)		2.01	(g)		2.31			59
2005		12.79		(0.09	)		2.68			2.59			—			(0.73	)		(0.73	)		0.00	(h)		14.65		20.76			108		(0.68	)		2.01			3.17			35
2004		10.57		(0.14	)		2.39			2.25			—			(0.03	)		(0.03	)		—			12.79		21.34			47		(1.16	)		2.00			5.94			45
Class B
2009(e)	$	9.20	$	(0.04	)	$	(3.45	)	$	(3.49	)		—		$	(0.41	)	$	(0.41	)		—		$	5.30		(38.23	)%	$	0.1		(1.47	)%(f)		2.77	%(f)(g)		4.36	%(f)		33	%
2008		12.60		(0.16	)		(1.44	)		(1.60	)		—			(1.80	)		(1.80	)		—			9.20		(14.04	)		0.1		(1.68	)		2.76	(g)		3.27			58
2007		13.37		(0.09	)		2.49			2.40			—			(3.17	)		(3.17	)	$	0.00	(h)		12.60		19.73			0.1		(0.68	)		2.76	(g)		3.07			51
2006		14.77		(0.25	)		0.09			(0.16	)		—			(1.24	)		(1.24	)		0.00	(h)		13.37		(1.19	)		0.1		(1.77	)		2.76	(g)		3.06			59
2005		12.98		(0.21	)		2.73			2.52			—			(0.73	)		(0.73	)		0.00	(h)		14.77		19.86			0.1		(1.50	)		2.75			3.87			35
2004		10.59		0.02			2.40			2.42			—			(0.03	)		(0.03	)		—			12.98		22.91			0.1		0.18			2.75			6.69			45
Class C
2009(e)	$	8.84	$	(0.04	)	$	(3.32	)	$	(3.36	)		—		$	(0.41	)	$	(0.41	)		—		$	5.07		(38.32	)%	$	92		(1.47	)%(f)		2.77	%(f)(g)		4.36	%(f)		33	%
2008		12.16		(0.15	)		(1.37	)		(1.52	)		—			(1.80	)		(1.80	)	$	0.00	(h)		8.84		(13.86	)		146		(1.58	)		2.76	(g)		3.27			58
2007		13.00		(0.03	)		2.36			2.33			—			(3.17	)		(3.17	)		0.00	(h)		12.16		19.84			295		(0.26	)		2.76	(g)		3.08			51
2006		14.39		(0.21	)		0.06			(0.15	)		—			(1.24	)		(1.24	)		0.00	(h)		13.00		(1.11	)		425		(1.58	)		2.76	(g)		3.06			59
2005		12.66		(0.20	)		2.66			2.46			—			(0.73	)		(0.73	)		0.00	(h)		14.39		19.91			189		(1.46	)		2.76			3.87			35
2004		10.55		(0.23	)		2.37			2.14			—			(0.03	)		(0.03	)		—			12.66		20.33			41		(1.88	)		2.75			6.69			45
Class I
2009(e)	$	9.31	$	(0.01	)	$	(3.50	)	$	(3.51	)		—		$	(0.41	)	$	(0.41	)		—		$	5.39		(37.98	)%	$	53		(0.45	)%(f)		1.77	%(f)(g)		3.36	%(f)		33	%
2008(i)		9.41		(0.03	)		(0.07	)		(0.10	)		—			—			—		$	0.00	(h)		9.31		(1.06	)		72		(0.44	)(f)		1.76	(f)(g)		2.27	(f)		58

†	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.
††	Effective in 2008, a change in accounting policy was adopted with regard to the calculation of the portfolio turnover rate to include cash proceeds due to mergers. Had this policy been adopted retroactively, the portfolio turnover rate for the years ended September 30, 2007, 2006, 2005 and 2004 would have been as shown.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Due to capital share activity throughout the year, net investment income per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.
(c)	The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian. Including such custodian fee credits, the expense ratios for the year ended September 30, 2005 would have been 2.00% (Class AAA), 2.00% (Class A), 2.75% (Class B), and 2.75% (Class C), respectively. For the years ended September 30, 2008, 2007, 2006, and 2004 the effect of the custodian fee credits was minimal.
(d)	During the period, expenses were voluntarily reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratio would have been as shown.
(e)	For the six months ended March 31, 2009, unaudited.
(f)	Annualized.
(g)	The Fund incurred interest expense during the six months ended March 31, 2009 and the years ended September 30, 2008, 2007, and 2006. If interest expense had not been incurred, the ratios of operating expenses to average net assets would have been 2.00%, 2.00%, 2.00%, and 2.00% (Class AAA and Class A), 2.75%, 2.75%, 2.75%, and 2.75% (Class B and Class C), 1.75% and 1.75% (Class I), respectively.
(h)	Amount represents less than $0.005 per share.
(i)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.

See accompanying notes to financial statements.

7

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Unaudited)

1. Organization. The Gabelli Woodland Small Cap Value Fund (the “Fund”) is a series of Gabelli Equity Series Funds, Inc. (the “Corporation”), which was organized on July 25, 1991 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”), and one of three separately managed portfolios (collectively, the “Portfolios”) of the Corporation. The Fund’s primary objective is capital appreciation. The Fund’s Adviser currently characterizes small capitalization companies for the Fund as those with a total market value at the time of investment not greater than that of the largest company in the Russell 2000 Index or $3.0 billion, whichever is greater. The Fund commenced investment operations on December 31, 2002.

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 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 with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipts 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.

8

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”) clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described 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).

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 by inputs used to value the Fund’s investments as of March 31, 2009 is as follows:

	Investments in
	Securities
	(Market Value)
Valuation Inputs	Assets
Level 1 — Quoted Prices	$	3,885,262

There were no Level 3 investments held at September 30, 2008 or March 31, 2009.

In March 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standard No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) that is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161 on the Fund’s disclosures.

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. It is the policy of the Fund to always receive and maintain securities as collateral whose market value, including accrued interest, is at least equal to 102% of the dollar amount invested by the Fund in each agreement. The Fund will make payment for such securities only upon physical delivery or upon evidence of book entry transfer of the collateral to the account of the custodian. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to maintain the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At March 31, 2009, there were no open repurchase agreements.

9

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

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

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 included in “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 held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

10

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

The tax character of distributions paid during the year ended September 30, 2008 was as follows:

Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	28,446
Net long-term capital gains		1,286,159
Total distributions paid	$	1,314,605

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.

The following summarizes the tax cost of investments and the related unrealized appreciation/depreciation at March 31, 2009:

			Gross		Gross			Net
			Unrealized		Unrealized			Unrealized
	Cost		Appreciation		Depreciation			Depreciation
Investments	$	5,199,629	$	165,880	$	(1,480,247	)	$	(1,314,367	)

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of 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. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. In accordance with FIN 48, management has analyzed the Fund’s tax positions taken on the federal and state income tax returns for all open tax years (the current and prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements. Management’s determination regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to, an on-going analysis of tax laws, regulations, and interpretations thereof.

3. Investment Advisory Agreement and Other Transactions. The Fund has 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 Adviser has contractually agreed to waive its fees and reimburse expenses of the Fund to the extent necessary to maintain the annualized total operating expenses (exclusive of brokerage fees, interest, taxes, and extraordinary expenses) at 2.00%, 2.00%, 2.75%, 2.75%, and 1.75% of the value of the Fund’s average daily net assets for Class AAA, Class A, Class B, Class C, and Class I Shares, respectively, through September 30, 2009. For the six months ended March 31, 2009, the Adviser reimbursed the Fund in the amount of $36,389. The Fund is obliged to repay the Adviser for a period of two years following the year in which the Adviser reimbursed the Fund only to the extent that the operating expenses of the Fund fall below the applicable expense limitations. At March 31, 2009, the cumulative amount which the Fund may repay the Adviser is $108,127.

11

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

The Corporation pays each Director who is not considered to be an affiliated person an annual retainer of $9,000 plus $1,000 for each Board meeting attended and they are reimbursed 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 and the Lead Director each receive an annual fee of $1,000. 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, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Company”), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and proceeds from the sales of securities for the six months ended March 31, 2009, other than short-term securities and U.S. Government obligations, aggregated $1,582,833 and $2,307,179, respectively.

6. 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 0.75% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations. At March 31, 2009, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the six months ended March 31, 2009 was $8,374 with a weighted average interest rate of 0.85%. The maximum amount borrowed at any time during the six months ended March 31, 2009 was $247,000.

7. Capital Stock. 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 & Company, or through selected broker/dealers, or the transfer agent. Class I Shares are offered 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 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 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. The redemption fees during the six months ended March 31, 2009 and the year ended September 30, 2008 amounted to $0 and $1, respectively.

12

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

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 capital stock were as follows:

	Six Months Ended
	March 31, 2009						Year Ended
	(Unaudited)						September 30, 2008
	Shares			Amount			Shares			Amount
	Class AAA						Class AAA
Shares sold		104,387		$	600,239			66,401		$	658,099
Shares issued upon reinvestment of distributions		50,701			290,012			124,080			1,259,410
Shares redeemed .		(273,299	)		(1,592,488	)		(119,232	)		(1,214,004	)
Net increase/(decrease)		(118,211	)	$	(702,237	)		71,249		$	703,505
	Class A						Class A
Shares sold		—			—			343		$	3,299
Shares issued upon reinvestment of distributions		386		$	2,226			895			9,144
Shares redeemed		—			—			(874	)		(9,147	)
Net increase		386		$	2,226			364		$	3,296
	Class B						Class B
Shares issued upon reinvestment of distributions		1		$	7			2		$	27
Net increase		1		$	7			2		$	27
	Class C						Class C
Shares sold		9,282		$	49,565			282		$	3,502
Shares issued upon reinvestment of distributions		1,132			6,124			4,463			43,337
Shares redeemed		(8,770	)		(48,123	)		(12,531	)		(115,910	)
Net increase/(decrease)		1,644		$	7,566			(7,786	)	$	(69,071	)
	Class I						Class I*
Shares sold		2,529		$	15,120			8,531		$	81,394
Shares issued upon reinvestment of distributions		566			3,246			—			—
Shares redeemed		(933	)		(4,988	)		(791	)		(7,441	)
Net increase		2,162		$	13,378			7,740		$	73,953

* From the commencement of offering Class I Shares on January 11, 2008.

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.

13

The Gabelli Woodland Small Cap Value Fund
Notes to Financial Statements (Continued) (Unaudited)

9. Other Matters. On April 24, 2008, the Adviser entered into an administrative settlement with the SEC to resolve the SEC’s 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 settlement, the SEC found that the Adviser had violated Section 206(2) of the Investment Advisers Act, Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, and had 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, agreed, among other things, to pay the previously reserved total of $16 million (including a $5 million penalty), of which at least $11 million will be distributed to shareholders of the Global Growth Fund in accordance with a plan to be developed by an independent distribution consultant and approved by the independent directors of the Global Growth Fund and the staff of the SEC, and to cease and desist from future violations of the above referenced federal securities laws. The settlement will 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 Global Growth Fund and other funds in the Gabelli/GAMCO fund complex. The officer denies the allegations and is continuing in his positions with the Adviser and the funds. The Adviser currently expects that any resolution of the action against the officer will not have a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

14

The Gabelli Woodland Small Cap Value Fund
Board Consideration and Re-Approval of Advisory Agreement (Unaudited)

During the six months ended March 31, 2009, the Board of Directors of the Corporation approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the directors (the “Independent Board Members”) who are not “interested persons” of the Fund. The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the performance of the Fund over various periods against a peer group of small cap value and core funds. The Independent Board Members noted that the Fund’s performance was in the top half for the one year period and at or near the top one-third for the three and five year periods. The Independent Board Members also noted that the Fund’s performance had improved relative to its peers over time.

Profitability. The Independent Board Members reviewed summary data regarding the lack of profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that an affiliated broker of the Adviser received distribution fees and minor amounts of sales commissions and that the Adviser received a moderate level of soft dollar research benefits through the Fund’s portfolio brokerage.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members agreed that economies of scale were not an issue for this small and slow growing Fund that has been unprofitable to the Adviser.

Sharing of Economies of Scale. The Independent Board Members noted that the investment management fee schedule for the Fund does not take into account any potential economies of scale that may develop or any losses or diminished profitability to the Adviser in prior years.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment management fee, other expenses, and total expenses of the Fund with similar expense ratios of the peer group of small cap value and core funds and noted that the Adviser’s management fee includes substantially all administrative services of the Fund as well as investment advisory services. The Independent Board Members noted that the Fund’s expense ratios after waivers were above and the Fund’s size was far below average within this group and that the Adviser had been waiving substantial portions of its fees in order to make the Fund a more attractive investment. The Independent Board Members also noted that the management fee structure before waivers was the same as that in effect for most of the Gabelli funds. The Independent Board Members did not compare the management fee to the fee for other types of accounts managed by the Adviser.

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and an improving performance record during its limited life. The Independent Board Members also concluded that the Fund’s expense ratios were reasonable in light of the lack of profitability to the Adviser of managing the Fund, and that economies of scale were not a factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the investment management agreement to the full Board.

15

Gabelli Equity Series Funds, Inc.
The Gabelli Woodland Small Cap Value 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 6:00 P.M.

Board of Directors

Mario J. Gabelli, CFA	Robert J. Morrissey
Chairman and Chief	Attorney-at-Law
Executive Officer	Morrissey, Hawkins & Lynch
GAMCO Investors, Inc.
Anthony J. Colavita	Anthony R. Pustorino
Attorney-at-Law	Certified Public Accountant,
Anthony J. Colavita, P.C.	Professor Emeritus
	Pace University
Vincent D. Enright	Anthonie C. van Ekris
Former Senior Vice President	Chairman
and Chief Financial Officer	BALMAC International, Inc.
KeySpan Corp.
John D. Gabelli	Salvatore J. Zizza
Senior Vice President	Chairman
Gabelli & Company, Inc.	Zizza & Co., Ltd.

Officers and Portfolio Manager

Elizabeth M. Lilly, CFA	Bruce N. Alpert
Portfolio Manager	President and Secretary
Peter D. Goldstein	Agnes Mullady
Chief Compliance Officer	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 Gabelli Woodland Small Cap Value Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

The
Gabelli
Woodland
Small Cap
Value
Fund

SEMI ANNUAL REPORT
MARCH 31, 2009

GAB840Q109SR

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. 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 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)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

SIGNATURES

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

(registrant)	Gabelli Equity Series Funds, Inc.
By (Signature and Title)*	/s/ Bruce N. Alpert
	Bruce N. Alpert, Principal Executive Officer
Date 5/29/09

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 5/29/09
By (Signature and Title)*	/s/ Agnes Mullady
	Agnes Mullady, Principal Financial Officer and Treasurer
Date 5/29/09

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