N-CSR

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: September 30, 2010

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

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

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The Gabelli Small Cap Growth Fund
Annual Report — September 30, 2010

Morningstar^® rated The Gabelli Small Cap Growth Fund Class AAA Shares 5 stars overall
and 5 stars for the three and five year periods and 4 stars for the ten year period ended
September 30, 2010 among 556, 556, 475, and 254 Small Blend funds, respectively.

Mario Gabelli, CFA

To Our Shareholders,

     For the fiscal year ended September 30, 2010, the net asset value (“NAV”) per share of The Gabelli Small Cap Growth Fund’s (the “Fund”) (Class AAA) rose 16.1%, versus 13.4% for the Russell 2000 Index.

     Enclosed are the investment portfolio and financial statements for the fiscal year ended September 30, 2010.

Comparative Results

Average Annual Returns through September 30, 2010 (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		14.13	%		16.12	%		(0.61	)%		5.45	%		8.63	%		10.16	%		12.74	%
Russell 2000 Index		11.29			13.35			(4.29	)		1.60			4.00			6.72			8.70
Class A		14.09			16.08			(0.62	)		5.43			8.62			10.16			12.74
		7.53	(c)		9.40	(c)		(2.56	)(c)		4.19	(c)		7.98	(c)		9.73	(c)		12.39	(c)
Class B		13.86			15.16			(1.37	)		4.65			8.08			9.81			12.44
		8.86	(d)		10.16	(d)		(2.36	)(d)		4.31	(d)		8.08			9.81			12.44
Class C		13.89			15.24			(1.34	)		4.66			8.09			9.81			12.44
		12.89	(e)		14.24	(e)		(1.34	)		4.66			8.09			9.81			12.44
Class I		14.19			16.39			(0.38	)		5.59			8.70			10.21			12.78

In the current prospectus, the expense ratios for Class AAA, A, B, C and I Shares are 1.48%, 1.48%, 2.23%, 2.23% and 1.23%, respectively. Class AAA and Class I Shares have no sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share prices 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. Current performance may be lower or higher than the performance data presented. Performance returns for periods of less than one year are not annualized. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about this and other matters and should be read carefully before investing. The Class AAA Shares’ NAVs per share are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares, and Class C Shares on December 31, 2003, and the Class I Shares on January 11, 2008. The actual performance for the Class A Shares, 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 is an unmanaged indicator of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index.
(b)	The Fund’s fiscal year ends September 30.
(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.

Performance Discussion

     For the year ended September 30, 2010, the Fund’s Class AAA Shares rose 16.1%, versus an increase of 13.4% in the Russell 2000 Index.

     In the Fund’s first fiscal quarter, we saw growing evidence, gathered by our research team on a company-by-company and industry-by-industry basis, that asset prices had stabilized and that growth was returning. In the Fund’s second quarter, stocks continued their upward climb as signs of an economic recovery grew stronger. Unemployment began to fall, dropping back below 10%. In March, industrial production continued to expand and retail sales, helped by favorable weather, increased sharply. For the Fund’s third quarter, we reported that unemployment remained stubbornly high and the housing market was still bottoming. Concerns about the solvency of large financial institutions had given way to concerns about the solvency of whole nation states. Stocks advanced at the beginning of the Fund’s fourth quarter on generally strong earnings reports, although they gave back much of their gains in August as the market weighed several factors: slowing economic growth, persistently high unemployment, uncertainty regarding the upcoming midterm elections and future tax rates, and increasing regulation. Stocks then promptly rocketed upward in September as the Federal Reserve Board indicated that it would not sit on the sidelines should the economy continue to sputter along. With the market discounting the prospect of another round of quantitative easing, the market ended up nearly 9% in the month of September and over 10% for the quarter.

     SSL International plc (1.7% of net assets as of September 30, 2010), the Fund’s largest holding was one of the better performing stocks for the fiscal year. SSL is a focused health care company with operations in more than thirty countries. Additional top performing stocks were Ferro Corporation (1.6%), a producer of performance chemicals and specialty materials with operations in twenty-three countries and O’Reilly Automotive Inc. (1.6%).

     Some of our weaker performing stocks during the year were: Curtiss-Wright Corp. (0.8%), a manufacturer of actuation and electronic devices for the aerospace and industrial markets, PNM Resources Inc. (0.8%), and Waddell & Reed Financial Inc. (0.7%).

     With monetary policy likely to remain overly accommodative for the foreseeable future, we view the chance of a “double dip” recession as low. We believe that a reinvigorated mergers and acquisitions market would support our Private Market Value (PMV) with a Catalyst™ investment approach. First and foremost, we select stocks based on their fundamentals. We seek an adequate margin of safety and one or more catalysts that can surface the intrinsic value of a security. To the extent that a takeover provides that catalyst, it would add an extra element of return to the portfolio.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE GABELLI SMALL CAP GROWTH FUND CLASS AAA AND THE RUSSELL 2000 INDEX

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

2

The Gabelli Small Cap Growth Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from April 1, 2010 through September 30, 2010	Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2010.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	4/01/10		9/30/10		Ratio			Period*
The Gabelli Small Cap Growth Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,046.40		1.44	%	$	7.39
Class A	$	1,000.00	$	1,046.50		1.44	%	$	7.39
Class B	$	1,000.00	$	1,042.40		2.19	%	$	11.21
Class C	$	1,000.00	$	1,042.40		2.19	%	$	11.21
Class I	$	1,000.00	$	1,047.90		1.19	%	$	6.11
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.85		1.44	%	$	7.28
Class A	$	1,000.00	$	1,017.85		1.44	%	$	7.28
Class B	$	1,000.00	$	1,014.09		2.19	%	$	11.06
Class C	$	1,000.00	$	1,014.09		2.19	%	$	11.06
Class I	$	1,000.00	$	1,019.10		1.19	%	$	6.02

* 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 (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2010:

The Gabelli Small Cap Growth Fund
U.S. Treasury Bills	10.0	%
Equipment and Supplies	8.7	%
Diversified Industrial	8.2	%
Food and Beverage	7.2	%
Health Care	6.8	%
Energy and Utilities	6.5	%
Automotive: Parts and Accessories	5.6	%
Financial Services	5.3	%
Specialty Chemicals	5.2	%
Retail	4.6	%
Business Services	4.1	%
Aviation: Parts and Services	3.4	%
Hotels and Gaming	2.5	%
Telecommunications	2.3	%
Consumer Products	2.1	%
Electronics	1.7	%
Cable	1.6	%
Entertainment	1.5	%
Machinery	1.4	%
Publishing	1.2	%
Computer Software and Services	1.1	%
Consumer Services	1.0	%
Real Estate	1.0	%
Communications Equipment	0.9	%
Environmental Services	0.7	%
Metals and Mining	0.7	%
Broadcasting	0.7	%
Transportation	0.6	%
Building and Construction	0.6	%
Aerospace	0.6	%
Educational Services	0.5	%
Manufactured Housing and Recreational Vehicles	0.4	%
Closed-End Funds	0.3	%
Automotive	0.3	%
Commercial Services	0.2	%
Wireless Communications	0.1	%
Home Furnishings	0.1	%
Paper and Forest Products	0.1	%
Closed-End Business Development Company	0.1	%
Agriculture	0.0	%
Other Assets and Liabilities (Net)	0.1	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2010. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

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

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.

4

The Gabelli Small Cap Growth Fund
Schedule of Investments — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS — 89.7%
		Aerospace — 0.6%
	278,002	Herley Industries Inc.†	$	4,210,009	$	4,587,033
	105,000	Rockwell Automation Inc.		2,969,101		6,481,650
				7,179,110		11,068,683
		Agriculture — 0.0%
	12,000	Cadiz Inc.†		93,950		123,120
	3,500	The Mosaic Co.		74,541		205,660
				168,491		328,780
		Automotive — 0.3%
	87,000	Navistar International Corp.†		2,626,616		3,796,680
	10,000	PACCAR Inc.		373,100		481,500
	23,000	Winnebago Industries Inc.†		310,881		239,660
				3,310,597		4,517,840
		Automotive: Parts and Accessories — 5.5%
	155,000	BorgWarner Inc.†		1,761,849		8,156,100
	74,022	China Automotive Systems Inc.†		378,522		1,131,056
	850,000	Dana Holding Corp.†		5,049,623		10,472,000
	325,000	Federal-Mogul Corp.†		4,523,408		6,145,750
	355,000	Midas Inc.†		4,930,309		2,701,550
	350,000	Modine Manufacturing Co.†		4,803,823		4,539,500
	15,000	Monro Muffler Brake Inc.		152,114		691,650
	523,000	O’Reilly Automotive Inc.†		13,767,591		27,823,600
	33,000	Puradyn Filter Technologies Inc.†		9,902		7,326
	160,000	SORL Auto Parts Inc.†		956,499		1,385,600
	80,375	Spartan Motors Inc.		388,580		372,940
	355,000	Standard Motor Products Inc.		3,924,214		3,738,150
	185,000	Strattec Security Corp.† (a)		3,735,168		4,613,900
	255,000	Superior Industries International Inc.		3,973,440		4,406,400
	520,500	Tenneco Inc.†		5,193,310		15,078,885
	320,000	The Pep Boys - Manny, Moe & Jack		3,758,524		3,385,600
	27,000	Thor Industries Inc.		250,194		901,800
	46,000	Wonder Auto Technology Inc.†		299,248		391,460
				57,856,318		95,943,267
		Aviation: Parts and Services — 3.4%
	25,000	AAR Corp.†		302,990		466,500
	10,000	Astronics Corp.†		39,192		174,500
	2,500	Astronics Corp., Cl. B†		9,798		42,000
	12,000	Barnes Group Inc.		98,769		211,080
	5,156,000	BBA Aviation plc		13,544,248		15,259,514
	470,000	Curtiss-Wright Corp.		13,144,821		14,241,000
	7,500	Ducommun Inc.		80,125		163,350
	25,000	Embraer-Empresa Brasileira de Aeronautica SA, ADR		430,623		709,750
	22,333	Gamesa Corporacion Tecnologica SA†		134,727		156,338
	940,000	GenCorp Inc.†		6,226,374		4,624,800
	680,800	Kaman Corp.		10,228,820		17,843,768
	90,000	Moog Inc., Cl. A†		732,784		3,195,900
	16,100	Moog Inc., Cl. B†		464,818		579,600
	70,000	Woodward Governor Co.		994,657		2,269,400
				46,432,746		59,937,500
		Broadcasting — 0.7%
	360,000	Acme Communications Inc.†		931,405		388,800
	138,000	Beasley Broadcast Group Inc., Cl. A†		852,812		730,020
	23,300	Cogeco Inc.		592,837		713,335
	305,000	Crown Media Holdings Inc., Cl. A†		1,813,609		728,950
	2,433	Granite Broadcasting Corp.† (b)		822,771		2
	329,000	Gray Television Inc.†		1,089,900		661,290
	16,000	Gray Television Inc., Cl. A†		42,772		30,400
	100,000	Liberty Media Corp. - Capital, Cl. A†		2,042,651		5,206,000
	528,700	Salem Communications Corp., Cl. A†		2,206,867		1,570,239
	200,000	Sinclair Broadcast Group Inc., Cl. A†		1,685,453		1,404,000
	450,000	Sirius XM Radio Inc.†		230,879		540,000
				12,311,956		11,973,036
		Building and Construction — 0.6%
	33,000	Insituform Technologies Inc., Cl. A†		622,647		797,940
	330,600	Layne Christensen Co.†		8,892,027		8,559,234
	60,000	Texas Industries Inc.		2,017,324		1,891,200
				11,531,998		11,248,374
		Business Services — 4.1%
	55,000	AboveNet Inc.†		2,351,037		2,864,950
	40,000	ACCO Brands Corp.†		383,433		230,000
	65,333	Arbitron Inc.		1,768,698		1,827,364
	110,000	Ascent Media Corp., Cl. A†		2,727,937		2,938,100
	225,000	Bowne & Co. Inc.		1,951,556		2,549,250
	390,600	Clear Channel Outdoor Holdings Inc., Cl. A†		3,541,693		4,464,558
	400,200	Diebold Inc.		13,583,201		12,442,218
	480,000	Edgewater Technology Inc.†		2,495,787		1,305,600
	380,000	Furmanite Corp.†		1,479,692		1,854,400
	118,000	GP Strategies Corp.†		976,751		1,072,620
	35,589	GSE Systems Inc.†		138,667		119,935
	503,000	Intermec Inc.†		8,884,237		6,166,780
	22,000	Lamar Advertising Co., Cl. A†		157,238		700,040
	14,000	Landauer Inc.		290,749		876,820

See accompanying notes to financial statements.

5

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	170,000	Macquarie Infrastucture Co. LLC†	$	2,384,313	$	2,635,000
	4,000	MDC Partners Inc., Cl. A		12,360		53,480
	200,000	Misys plc†		864,577		897,295
	120,000	Sohgo Security Services Co. Ltd.		1,459,559		1,241,974
	158,990	Stamps.com Inc.†		1,456,124		2,066,870
	159,200	The Brink’s Co.		3,353,678		3,661,600
	1,965,000	The Interpublic Group of Companies Inc.†		13,804,917		19,708,950
	163,000	Trans-Lux Corp.† (a)		1,009,652		79,870
	36,050	TransAct Technologies Inc.†		181,017		288,400
	60,000	United Rentals Inc.†		380,572		890,400
	125,000	ValueClick Inc.†		1,957,308		1,635,000
				67,594,753		72,571,474
		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		2,300
	500,000	Cablevision Systems Corp., Cl. A		157,656		13,095,000
	10,000	Cogeco Cable Inc.		340,851		354,845
	235,000	DIRECTV, Cl. A†		5,837,622		9,783,050
	40,000	EchoStar Corp., Cl. A†		780,129		763,200
	9,329	Liberty Global Inc., Cl. A†		249,972		287,426
	9,329	Liberty Global Inc., Cl. C†		240,169		285,094
	480,000	LIN TV Corp., Cl. A†		3,415,301		2,131,200
	83,000	Mediacom Communications Corp., Cl. A†		509,745		548,630
	36,000	Outdoor Channel Holdings Inc.†		287,493		199,080
				11,848,588		27,449,825
		Closed-End Business Development Company — 0.1%
	100,000	MVC Capital Inc.		1,105,262		1,297,000
		Closed-End Funds — 0.3%
	98,000	The Central Europe and Russia Fund Inc.		2,838,336		3,662,260
	38,225	The European Equity Fund Inc.		395,416		264,899
	11,000	The Ibero-America Fund Inc.		103,029		72,160
	54,738	The New Germany Fund Inc.		644,127		788,775
				3,980,908		4,788,094
		Commercial Services — 0.2%
	250,000	Loomis AB, Cl. B		2,572,888		3,004,295
		Communications Equipment — 0.9%
	160,000	Communications Systems Inc.		1,147,120		1,822,400
	80,000	Sycamore Networks Inc.		1,773,298		2,592,800
	275,000	Thomas & Betts Corp.†		5,127,066		11,280,500
				8,047,484		15,695,700
		Computer Software and Services — 1.1%
	40,000	Activision Blizzard Inc.		434,285		432,800
	163,200	ADPT Corp.†		486,238		481,440
	50,000	AOL Inc.†		1,148,390		1,237,500
	60,000	Emulex Corp.†		586,573		626,400
	95,000	FalconStor Software Inc.†		677,557		290,700
	290,000	Global Sources Ltd.†		1,979,932		2,189,500
	6,000	KIT Digital Inc.†		68,146		71,940
	30,000	McAfee Inc.†		1,418,400		1,417,800
	55,000	Mentor Graphics Corp.†		665,909		581,350
	20,187	MKS Instruments Inc.†		367,981		362,962
	455,000	NCR Corp.†		5,164,296		6,201,650
	300,000	Tyler Technologies Inc.†		1,262,597		6,048,000
				14,260,304		19,942,042
		Consumer Products — 2.1%
	240,300	1-800-FLOWERS.COM Inc., Cl. A†		1,145,357		454,167
	14,750	Adams Golf Inc.†		110,074		63,130
	100,000	Alberto-Culver Co.		2,745,118		3,765,000
	30,000	Brunswick Corp.		432,673		456,600
	33,500	Chofu Seisakusho Co. Ltd.		484,644		766,070
	30,000	Church & Dwight Co. Inc.		303,670		1,948,200
	800,000	Eastman Kodak Co.†		4,364,637		3,360,000
	2,000	Harley-Davidson Inc.		4,713		56,880
	360,000	Marine Products Corp.†		555,802		2,210,400
	25,000	National Presto Industries Inc.		767,020		2,661,750
	450,000	Sally Beauty Holdings Inc.†		2,994,212		5,040,000
	772,100	Schiff Nutrition International Inc.		2,281,113		6,331,220
	4,605	Steven Madden Ltd.†		37,266		189,081
	230,000	Stewart Enterprises Inc., Cl. A		1,281,284		1,239,700
	150,000	Swedish Match AB		2,992,162		4,001,276
	87,425	Syratech Corp.†		17,426		2,216
	20,000	The Scotts Miracle-Gro Co., Cl. A		504,262		1,034,600
	22,000	WD-40 Co.		606,916		836,440
	70,000	Wolverine World Wide Inc.		713,205		2,030,700
				22,341,554		36,447,430
		Consumer Services — 1.0%
	52,000	Bowlin Travel Centers Inc.†		52,442		68,120
	2,750	Collectors Universe Inc.		8,720		37,043
	20,000	IAC/InterActiveCorp.†		221,743		525,400
	90,000	KAR Auction Services Inc.†		1,223,887		1,134,900

See accompanying notes to financial statements.

6

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Consumer Services (Continued)
	175,000	Martha Stewart Living Omnimedia Inc., Cl. A†	$	1,247,716	$	829,500
	400,000	Rollins Inc.		2,281,581		9,352,000
	116,400	SearchMedia Holdings Ltd.†		680,668		302,640
	665,000	TiVo Inc.†		7,211,121		6,024,900
				12,927,878		18,274,503
		Diversified Industrial — 8.2%
	27,000	Acuity Brands Inc.		260,021		1,194,480
	33,000	Albany International Corp., Cl. A		631,676		624,360
	180,000	Ampco-Pittsburgh Corp.		2,927,911		4,467,600
	6,000	Anixter International Inc.†		57,120		323,940
	390,000	Baldor Electric Co.		9,703,055		15,756,000
	260,000	Brush Engineered Materials Inc.†		5,341,876		7,394,400
	350,000	Crane Co.		7,048,101		13,279,000
	3,000	ESCO Technologies Inc.		49,914		99,780
	18,000	Foster Wheeler AG†		34,930		440,280
	14,000	Gardner Denver Inc.		157,253		751,520
	119,000	Greif Inc., Cl. A		1,321,939		7,001,960
	81,900	Greif Inc., Cl. B		3,526,126		4,701,060
	1,130,000	Griffon Corp.†		12,776,647		13,774,700
	150,000	Hawk Corp., Cl. A†		2,273,284		6,490,500
	180,000	Jardine Strategic Holdings Ltd.		3,213,273		4,824,000
	417,000	Katy Industries Inc.† (a)		915,518		333,600
	49,000	Lincoln Electric Holdings Inc.		2,642,298		2,833,180
	71,000	Lindsay Corp.		1,508,357		3,075,720
	582,300	Magnetek Inc.†		2,161,986		768,636
	32,000	Matthews International Corp., Cl. A		748,294		1,131,520
	315,090	Myers Industries Inc.		2,880,411		2,706,623
	572,000	National Patent Development Corp.†		1,176,798		795,080
	130,300	Oil-Dri Corp. of America		1,331,470		2,802,753
	120,000	Olin Corp.		2,296,503		2,419,200
	245,000	Park-Ohio Holdings Corp.†		1,485,571		3,258,500
	88,000	Precision Castparts Corp.		1,768,194		11,206,800
	32,000	Roper Industries Inc.		620,029		2,085,760
	80,000	Sonoco Products Co.		2,397,355		2,675,200
	70,000	Standex International Corp.		1,331,627		1,693,300
	240,000	Tech/Ops Sevcon Inc.† (a)		1,428,741		1,212,000
	120,100	Terex Corp.†		2,462,448		2,752,692
	387,000	Textron Inc.		2,408,058		7,956,720
	195,000	Tredegar Corp.		2,908,161		3,701,100
	151,240	Tyco International Ltd.		5,587,481		5,555,045
	345,000	WHX Corp.†		2,680,197		2,884,200
				90,062,623		142,971,209
		Educational Services — 0.5%
	54,000	Career Education Corp.†		996,418		1,159,380
	425,000	Corinthian Colleges Inc.†		2,810,628		2,983,500
	220,300	Universal Technical Institute Inc.		3,874,786		4,306,865
				7,681,832		8,449,745
		Electronics — 1.7%
	50,000	Badger Meter Inc.		1,202,451		2,024,000
	214,400	Bel Fuse Inc., Cl. A (a)		5,197,651		4,487,392
	440,000	CTS Corp.		4,161,855		4,232,800
	73,000	Cypress Semiconductor Corp.†		354,472		918,340
	10,000	Greatbatch Inc.†		176,669		231,900
	20,000	IMAX Corp.†		158,565		337,200
	40,000	Keithley Instruments Inc.		282,982		860,400
	355,000	KEMET Corp.†		1,389,470		1,185,700
	100,000	Methode Electronics Inc.		859,987		908,000
	300,000	Park Electrochemical Corp.		7,047,601		7,902,000
	11,000	Smartrac NV†		281,154		298,116
	180,000	Stoneridge Inc.†		1,475,725		1,891,800
	39,700	Technitrol Inc.		175,341		175,077
	350,000	Trident Microsystems Inc.†		1,448,903		598,500
	300,000	Zoran Corp.†		2,873,538		2,292,000
	80,000	Zygo Corp.†		613,656		784,000
				27,700,020		29,127,225
		Energy and Utilities — 6.5%
	20,000	A123 Systems Inc.†		270,000		179,400
	380,000	Black Hills Corp.		9,703,620		11,856,000
	110,000	Callon Petroleum Co.†		743,793		544,500
	50,000	Central Vermont Public Service Corp.		966,856		1,008,500
	105,000	CH Energy Group Inc.		4,294,610		4,636,800
	37,000	Chesapeake Utilities Corp.		973,007		1,340,140
	45,000	CMS Energy Corp.		240,795		810,900
	23,000	Connecticut Water Service Inc.		464,832		550,850
	7,000	Consolidated Water Co. Ltd.		131,548		66,360
	155,000	Covanta Holding Corp.		737,076		2,441,250
	413,400	El Paso Electric Co.†		6,002,295		9,830,652
	20,000	Ener1 Inc.†		139,473		73,600
	30,000	Energy Recovery Inc.†		181,420		107,700
	220,000	Great Plains Energy Inc.		4,699,894		4,158,000
	70,000	Key Energy Services Inc.†		597,194		665,700
	34,600	Maine & Maritimes Corp.		1,251,387		1,553,540
	45,000	Middlesex Water Co.		773,022		757,800
	24,800	NorthWestern Corp.		620,470		706,800
	43,000	Oceaneering International Inc.†		1,447,612		2,315,980
	160,000	Otter Tail Corp.		3,562,707		3,262,400
	160,000	Pennichuck Corp.		3,697,727		3,681,600
	1,155,000	PNM Resources Inc.		12,513,738		13,155,450
	132,000	Rowan Companies Inc.†		2,795,259		4,007,520
	1,117,000	RPC Inc.		2,435,455		23,635,720
	140,000	SJW Corp.		2,653,697		3,448,200

See accompanying notes to financial statements.

7

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities (Continued)
	300,000	Southern Union Co.	$	5,117,716	$	7,218,000
	160,000	Southwest Gas Corp.		3,242,972		5,374,400
	45,000	Tesoro Corp.		455,817		601,200
	45,000	The York Water Co.		629,880		721,350
	25,000	Union Drilling Inc.†		198,390		112,000
	10,000	Vestas Wind Systems A/S†		89,988		376,820
	70,000	Voyager Oil & Gas Inc.†		31,840		241,500
	210,000	Westar Energy Inc.		3,773,305		5,088,300
				75,437,395		114,528,932
		Entertainment — 1.5%
	100,000	Carmike Cinemas Inc.†		771,700		872,000
	6,048	Chestnut Hill Ventures† (b)		164,590		275,466
	40,000	Discovery Communications Inc., Cl. A†		546,372		1,742,000
	35,000	Discovery Communications Inc., Cl. C†		508,241		1,336,650
	325,000	Dover Motorsports Inc.†		1,353,511		594,750
	240,000	Fisher Communications Inc.†		8,443,981		4,183,200
	16,000	International Speedway Corp., Cl. A		515,479		390,400
	3,500	International Speedway Corp., Cl. B		70,020		85,680
	260,000	Madison Square Garden Inc., Cl. A†		2,814,377		5,480,800
	10,000	Rovi Corp.†		142,372		504,100
	450,000	Take-Two Interactive Software Inc.†		7,572,812		4,563,000
	220,000	Universal Entertainment Corp.†		3,440,797		4,791,088
	50,000	World Wrestling Entertainment Inc., Cl. A		559,079		695,500
				26,903,331		25,514,634
		Environmental Services — 0.7%
	1,500	Renegy Holdings Inc.†		539		570
	400,000	Republic Services Inc.		5,798,456		12,196,000
				5,798,995		12,196,570
		Equipment and Supplies — 8.7%
	15,000	A.O. Smith Corp.		336,569		868,350
	248,000	AMETEK Inc.		1,033,701		11,846,960
	5,000	AZZ Inc.		154,353		214,200
	495,000	Baldwin Technology Co. Inc., Cl. A†		1,485,592		603,900
	25,000	Belden Inc.		286,590		659,500
	55,000	Capstone Turbine Corp.†		108,350		42,466
	410,000	CIRCOR International Inc.		9,534,462		12,956,000
	343,000	CLARCOR Inc.		2,059,333		13,250,090
	330,000	Core Molding Technologies Inc.†		654,777		1,452,000
	168,000	Crown Holdings Inc.†		678,985		4,814,880
	4,000	Danaher Corp.		34,106		162,440
	90,000	Donaldson Co. Inc.		1,558,860		4,241,700
	222,000	Entegris Inc.†		1,280,053		1,036,740
	170,000	Federal Signal Corp.		1,256,026		916,300
	111,000	Flowserve Corp.		2,925,723		12,145,620
	160,000	Franklin Electric Co. Inc.		1,496,658		5,305,600
	219,000	Gerber Scientific Inc.†		1,734,063		1,351,230
	155,000	Graco Inc.		2,718,503		4,918,150
	1,040,000	GrafTech International Ltd.†		12,563,346		16,255,200
	100,000	IDEX Corp.		765,938		3,551,000
	270,000	Interpump Group SpA†		1,217,932		1,689,478
	4,000	Itron Inc.†		251,753		244,920
	4,000	Jarden Corp.		11,351		124,520
	163,000	L.S. Starrett Co., Cl. A		2,042,909		1,703,350
	40,000	Littelfuse Inc.†		758,367		1,748,000
	230,000	Lufkin Industries Inc.		1,483,227		10,097,000
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		662,793
	82,000	Met-Pro Corp.		692,039		827,380
	3,000	Mine Safety Appliances Co.		79,349		81,300
	30,000	Mueller Industries Inc.		890,342		794,700
	12,000	Plantronics Inc.		275,609		405,360
	2,000	Regal-Beloit Corp.		59,351		117,380
	130,000	Robbins & Myers Inc.		1,826,625		3,481,400
	140,000	SL Industries Inc.†		1,559,126		1,972,600
	5,000	Teleflex Inc.		76,167		283,900
	293,000	Tennant Co.		5,920,322		9,053,700
	370,000	The Gorman-Rupp Co.		7,452,044		10,197,200
	85,000	The Greenbrier Cos. Inc.†		833,816		1,325,150
	100,000	The Manitowoc Co. Inc.		666,995		1,211,000
	22,000	The Middleby Corp.†		767,256		1,394,580
	8,000	Valmont Industries Inc.		176,298		579,200
	95,000	Vicor Corp.		1,019,132		1,387,950
	7,875	Watsco Inc., Cl. B		23,627		438,165
	153,000	Watts Water Technologies Inc., Cl. A		3,377,189		5,209,650
				74,486,423		151,623,002
		Financial Services — 5.3%
	10,408	Alleghany Corp.†		1,758,117		3,153,936
	50,000	AmeriCredit Corp.†		1,206,802		1,223,000
	25,287	Argo Group International Holdings Ltd.		844,293		878,470
	390,000	Artio Global Investors Inc.		10,007,094		5,967,000
	10,121	BCB Holdings Ltd.†		23,159		12,719
	110,000	BKF Capital Group Inc.†		552,838		115,500
	705,000	CNA Surety Corp.†		9,111,413		12,633,600
	22,000	Crazy Woman Creek Bancorp Inc.		343,564		244,750
	150,000	Discover Financial Services		2,578,605		2,502,000
	40,000	Duff & Phelps Corp., Cl. A		587,050		538,800
	69,600	Epoch Holding Corp.		418,409		896,448

See accompanying notes to financial statements.

8

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	8,307	Fidelity Southern Corp.†	$	53,133	$	54,494
	190,000	Flushing Financial Corp.		3,048,480		2,196,400
	835,000	GAM Holding Ltd.†		10,666,300		12,661,171
	13,000	Hudson Valley Holding Corp.		278,538		253,760
	696,900	Janus Capital Group Inc.		6,938,696		7,631,055
	20,000	JPMorgan Chase & Co.		529,472		761,400
	50,000	KBW Inc.		1,392,292		1,280,000
	745,072	KKR & Co. LP		5,376,793		7,897,763
	140,000	Legg Mason Inc.		2,678,419		4,243,400
	3,000	Leucadia National Corp.†		24,354		70,860
	38,000	Medallion Financial Corp.		281,173		296,020
	285,000	Nara Bancorp Inc.†		3,333,317		2,012,100
	160,000	NewAlliance Bancshares Inc.		2,207,245		2,019,200
	250,000	Och-Ziff Capital Management Group LLC, Cl. A		1,997,164		3,725,000
	150,000	Oritani Financial Corp.		1,500,000		1,497,000
	15,000	PrivateBancorp Inc.		325,817		170,850
	215,000	Sterling Bancorp		3,317,178		1,868,350
	280,000	SWS Group Inc.		4,657,116		2,007,600
	10,000	T. Rowe Price Group Inc.		270,786		500,650
	11,033	Tree.com Inc.†		78,880		72,266
	5,500	Value Line Inc.		200,779		76,285
	461,000	Waddell & Reed Financial Inc., Cl. A		9,301,594		12,612,960
	148,000	Wilmington Trust Corp.		4,223,063		1,329,040
				90,111,933		93,403,847
		Food and Beverage - 7.2%
	310,000	American Dairy Inc.†		6,875,369		3,239,500
	47,000	Boston Beer Co. Inc., Cl. A†		883,432		3,142,890
	38,100	Brown-Forman Corp., Cl. A		1,115,861		2,345,436
	5,000	Brown-Forman Corp., Cl. B		144,052		308,200
	200,000	Bull-Dog Sauce Co. Ltd.		444,295		467,178
	2,000,000	China Tontine Wines Group Ltd.		457,563		523,273
	855,000	CoolBrands International Inc.†		674,344		2,908,446
	310,000	Corn Products International Inc.		6,857,299		11,625,000
	790,000	Davide Campari — Milano SpA		3,818,435		4,725,202
	215,000	Dean Foods Co.†		4,172,905		2,195,150
	128,000	Del Monte Foods Co.		1,172,379		1,678,080
	380,000	Denny’s Corp.†		1,106,889		1,181,800
	1,000	Diamond Foods Inc.		20,567		40,990
	322,000	Dr. Pepper Snapple Group Inc.		6,528,181		11,437,440
	2,000,000	Dynasty Fine Wines Group Ltd.		579,874		1,134,189
	27,000	Farmer Brothers Co.		424,408		432,000
	280,000	Flowers Foods Inc.		1,648,649		6,955,200
	1,500	Green Mountain Coffee Roasters Inc.†		47,783		46,785
	700,000	Grupo Continental SAB de CV		1,156,476		2,026,401
	160,000	ITO EN Ltd.		3,301,726		2,627,695
	25,000	J & J Snack Foods Corp.		577,813		1,048,250
	1,100,000	Kikkoman Corp.		11,687,074		12,135,841
	100,013	Lance Inc.		2,198,956		2,130,277
	210,000	Lifeway Foods Inc.†		2,109,722		2,209,200
	3,000	MEIJI Holdings Co. Ltd.		117,526		141,231
	70,000	MGP Ingredients Inc.		331,262		549,500
	300,000	Morinaga Milk Industry Co. Ltd.		1,174,783		1,286,536
	85,000	NISSIN FOODS HOLDINGS CO. LTD.		2,907,986		3,069,897
	3,300,000	Parmalat SpA		9,340,091		8,466,614
	32,840	Peet’s Coffee & Tea Inc.†		1,223,308		1,124,113
	15,000	PepsiCo Inc.		933,558		996,600
	50,000	Ralcorp Holdings Inc.†		892,806		2,924,000
	162,000	Rock Field Co. Ltd.		2,539,700		2,540,225
	90,000	Smart Balance Inc.†		711,481		349,200
	382,000	The Hain Celestial Group Inc.†		6,743,399		9,160,360
	66,000	The J.M. Smucker Co.		1,599,230		3,994,980
	100,000	Tingyi (Cayman Islands) Holding Corp.		244,762		275,814
	235,870	Tootsie Roll Industries Inc.		5,142,186		5,868,446
	90,000	United Natural Foods Inc.†		2,545,822		2,982,600
	4,000	Vina Concha Y Toro SA, ADR		118,504		191,680
	1,000,000	Vitasoy International Holdings Ltd.		574,056		787,488
	10,000	Willamette Valley Vineyards Inc.†		38,942		34,600
	140,000	YAKULT HONSHA Co. Ltd.		3,474,574		4,323,431
	20,000	Zhongpin Inc.†		237,251		325,800
				98,895,279		125,957,538
		Health Care — 6.8%
	30,000	Alere Inc.†		554,732		927,900
	46,000	Align Technology Inc.†		335,840		900,680
	100,000	Allergan Inc.		1,964,407		6,653,000
	135,000	AngioDynamics Inc.†		2,074,516		2,057,400
	8,000	Anika Therapeutics Inc.†		76,123		48,240
	300,000	Animal Health International Inc.†		2,450,711		825,000
	148,000	ArthroCare Corp.†		2,893,079		4,022,640
	6,500	Bio-Rad Laboratories Inc., Cl. A†		258,088		588,315
	50,000	BioLase Technology Inc.†		74,915		58,500
	20,000	Bruker Corp.†		174,056		280,600
	185,000	Cepheid Inc.†		1,972,492		3,461,350
	158,000	Chemed Corp.		3,497,479		9,001,260
	66,000	CONMED Corp.†		1,714,345		1,479,060
	60,000	Continucare Corp.†		159,821		252,000
	330,000	Crucell NV, ADR†		6,451,516		10,975,800
	345,000	Cutera Inc.†		4,851,572		2,794,500
	12,000	Cynosure Inc., Cl. A†		93,211		122,520

See accompanying notes to financial statements.

9

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	174,000	Del Global Technologies Corp.†	$	373,602	$	97,440
	96,000	DexCom Inc.†		962,427		1,269,120
	185,124	Exactech Inc.†		2,865,391		3,021,224
	2,000	Gentiva Health Services Inc.†		43,363		43,700
	500	Genzyme Corp.†		33,680		35,395
	44,000	Henry Schein Inc.†		861,550		2,577,520
	40,000	Heska Corp.†		35,706		18,000
	24,000	ICU Medical Inc.†		598,975		894,960
	280,000	IRIS International Inc.†		2,983,407		2,688,000
	36,000	Kinetic Concepts Inc.†		918,852		1,316,880
	42,000	Life Technologies Corp.†		1,070,187		1,960,980
	23,000	Matrixx Initiatives Inc.†		97,969		117,300
	50,000	MDS Inc.†		369,385		505,000
	40,000	MWI Veterinary Supply Inc.†		972,736		2,308,800
	8,000	Neogen Corp.†		195,096		270,800
	4,000	Nobel Biocare Holding AG		61,643		71,847
	100,000	Opko Health Inc.†		262,468		224,000
	72,000	Orthofix International NV†		1,189,183		2,262,240
	30,000	OTIX Global Inc.†		134,523		309,900
	45,000	Owens & Minor Inc.		606,216		1,280,700
	265,000	Pain Therapeutics Inc.†		2,223,565		1,637,700
	325,000	Palomar Medical Technologies Inc.†		5,193,547		3,357,250
	30,000	PSS World Medical Inc.†		367,273		641,400
	400,000	Quidel Corp.†		3,969,923		4,396,000
	190,002	Rochester Medical Corp.†		2,234,365		2,072,922
	270,000	RTI Biologics Inc.†		1,653,560		710,100
	960,000	Sorin SpA†		2,442,470		2,240,532
	1,600,973	SSL International plc		14,056,508		29,123,224
	2,300	Straumann Holding AG		206,988		513,296
	2,000	Stryker Corp.		88,300		100,100
	14,000	Syneron Medical Ltd.†		116,750		138,880
	75,000	The Cooper Cos. Inc.		2,911,668		3,466,500
	48,000	United-Guardian Inc.		435,056		690,240
	80,000	Vascular Solutions Inc.†		619,673		918,400
	80,000	Wright Medical Group Inc.†		1,378,344		1,152,800
	10,000	Young Innovations Inc.		237,253		286,100
	100,000	Zymogenetics Inc.†		972,116		975,000
				83,340,621		118,143,015
		Home Furnishings — 0.1%
	12,000	Bassett Furniture Industries Inc.†		101,914		59,160
	48,000	Bed Bath & Beyond Inc.†		1,226,616		2,083,680
				1,328,530		2,142,840
		Hotels and Gaming — 2.5%
	70,000	Ante5 Inc.†		0		16,800
	160,000	Boyd Gaming Corp.†		934,718		1,160,000
	100,000	Canterbury Park Holding Corp.†		1,031,404		775,000
	102,092	Churchill Downs Inc.		3,413,048		3,646,726
	125,000	Dover Downs Gaming & Entertainment Inc.		786,541		425,000
	275,000	Gaylord Entertainment Co.†		6,256,463		8,387,500
	300,000	Genting Singapore plc†		250,625		424,302
	18,000	Home Inns & Hotels Management Inc., ADR†		343,247		889,920
	116,000	Lakes Entertainment Inc.†		532,257		199,520
	205,000	Las Vegas Sands Corp.†		1,506,119		7,144,250
	1,200,000	Mandarin Oriental International Ltd.		1,414,966		2,052,000
	165,000	Orient-Express Hotels Ltd., Cl. A†		2,872,992		1,839,750
	100,000	Penn National Gaming Inc.†		1,509,186		2,961,000
	320,000	Pinnacle Entertainment Inc.†		2,316,790		3,568,000
	175,200	Sonesta International Hotels Corp., Cl. A		3,657,710		2,505,360
	2,000,000	The Hongkong & Shanghai Hotels Ltd.		1,786,952		3,521,140
	151,000	The Marcus Corp.		2,083,911		1,789,350
	25,000	Wynn Resorts Ltd.		312,098		2,169,250
				31,009,027		43,474,868
		Machinery — 1.4%
	21,300	Astec Industries Inc.†		634,569		607,689
	458,000	CNH Global NV†		6,182,776		16,781,120
	44,500	Kennametal Inc.		1,204,590		1,376,385
	3,000	Nordson Corp.		107,171		221,070
	52,000	Twin Disc Inc.		537,040		725,400
	135,000	Zebra Technologies Corp., Cl. A†		2,984,425		4,541,400
				11,650,571		24,253,064
		Manufactured Housing and Recreational Vehicles — 0.4%
	610,000	All American Group Inc.†		1,463,378		140,300
	75,000	Cavco Industries Inc.†		1,561,191		2,693,250
	15,000	Drew Industries Inc.†		255,948		312,900
	28,500	Nobility Homes Inc.†		433,232		277,163
	179,100	Skyline Corp.		5,284,426		3,628,566
				8,998,175		7,052,179
		Metals and Mining — 0.7%
	52,003	Barrick Gold Corp.		1,522,648		2,407,219
	10,000	Inmet Mining Corp.		325,911		557,100
	95,000	Ivanhoe Mines Ltd.†		1,341,458		2,223,950
	140,000	Kinross Gold Corp.		962,642		2,630,600
	250,000	Lynas Corp Ltd.†		230,655		329,835
	98,000	Molycorp Inc.†		1,799,598		2,772,420
	2,000	Northwest Pipe Co.†		55,888		35,000
	2,000	Royal Gold Inc.		88,166		99,680
	52,100	Stillwater Mining Co.†		477,514		877,364
	15,000	Yamana Gold Inc.		50,671		171,000
				6,855,151		12,104,168

See accompanying notes to financial statements.

10

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Paper and Forest Products — 0.1%
	25,000	Schweitzer-Mauduit International Inc.	$	949,097	$	1,457,750
	70,000	Wausau Paper Corp.†		717,235		580,300
				1,666,332		2,038,050
		Publishing — 1.2%
	60,000	Belo Corp., Cl. A†		116,307		372,000
	25,000	Cambium Learning Group Inc.†		100,038		80,000
	750,000	II Sole 24 Ore†		2,288,800		1,351,665
	12,000	John Wiley & Sons Inc., Cl. B		46,500		494,760
	1,080,000	Journal Communications Inc., Cl. A†		5,715,463		4,870,800
	715,000	Media General Inc., Cl. A†		4,344,364		6,406,400
	30,000	Meredith Corp.		539,417		999,300
	260,000	News Corp., Cl. A		765,310		3,395,600
	170,000	PRIMEDIA Inc.		845,643		646,000
	400,000	The E.W. Scripps Co., Cl. A†		2,590,907		3,152,000
				17,352,749		21,768,525
		Real Estate — 1.0%
	20,150	Capital Properties Inc., Cl. A		408,087		176,313
	15,000	Capital Properties Inc., Cl. B (b)		0		131,250
	80,000	Cohen & Steers Inc.		1,612,979		1,736,000
	183,517	Griffin Land & Nurseries Inc.		2,628,652		4,852,189
	10,000	Gyrodyne Co. of America Inc.†		172,069		779,000
	107,000	Morguard Corp.		1,362,690		4,419,769
	225,000	The St. Joe Co.†		5,845,351		5,595,750
				12,029,828		17,690,271
		Retail — 4.5%
	35,000	99 Cents Only Stores†		481,194		660,800
	216,000	Aaron’s Inc., Cl. A		521,690		3,974,400
	260,000	AutoNation Inc.†		3,938,974		6,045,000
	55,000	Barnes & Noble Inc.		856,590		891,550
	16,000	Best Buy Co. Inc.		671,072		653,280
	75,000	Big 5 Sporting Goods Corp.		1,168,602		1,006,500
	22,000	Biglari Holdings Inc.†		5,548,040		7,230,300
	210,121	Casey’s General Stores Inc.		7,296,348		8,772,552
	720,000	Coldwater Creek Inc.†		3,343,931		3,794,400
	75,000	Copart Inc.†		2,367,733		2,472,750
	40,000	HSN Inc.†		1,122,434		1,196,000
	632,200	Ingles Markets Inc., Cl. A		10,411,881		10,500,842
	170,000	Macy’s Inc.		2,290,516		3,925,300
	46,000	Movado Group Inc.†		612,363		500,480
	140,000	Nathan’s Famous Inc.†		1,929,727		2,240,000
	40,000	Pier 1 Imports Inc.†		264,690		327,600
	290,000	Rush Enterprises Inc., Cl. B†		3,302,336		3,987,500
	320,000	The Bon-Ton Stores Inc.†		2,392,653		3,254,400
	126,500	The Cheesecake Factory Inc.†		2,673,490		3,348,455
	260,000	The Great Atlantic & Pacific Tea Co. Inc.†		2,573,650		1,029,600
	200,000	Tractor Supply Co.		3,695,464		7,932,000
	33,000	Village Super Market Inc., Cl. A		815,643		922,020
	52,000	Weis Markets Inc.		1,594,132		2,034,760
	168,000	Wendy’s/Arby’s Group Inc., Cl. A		1,364,690		761,040
	170,000	Winn-Dixie Stores Inc.†		2,410,224		1,212,100
				63,648,067		78,673,629
		Specialty Chemicals — 5.2%
	55,000	A. Schulman Inc.		1,139,761		1,108,250
	27,000	Airgas Inc.		630,253		1,834,650
	83,000	Albemarle Corp.		1,309,551		3,885,230
	35,000	Arch Chemicals Inc.		766,922		1,228,150
	76,000	Ashland Inc.		1,338,551		3,706,520
	11,000	Cytec Industries Inc.		296,699		620,180
	2,175,000	Ferro Corp.†		15,606,383		28,035,750
	340,000	H.B. Fuller Co.		4,380,983		6,755,800
	110,000	Hawkins Inc.		1,620,696		3,896,200
	950,000	Huntsman Corp.		5,135,124		10,982,000
	85,000	Material Sciences Corp.†		503,549		379,100
	36,000	NewMarket Corp.		3,739,586		4,092,480
	355,000	Omnova Solutions Inc.†		943,978		2,552,450
	70,000	Penford Corp.†		759,202		322,700
	13,000	Quaker Chemical Corp.		214,482		423,280
	100,000	Rockwood Holdings Inc.†		1,966,878		3,147,000
	265,000	Sensient Technologies Corp.		5,398,394		8,079,850
	565,000	Zep Inc.		7,636,415		9,853,600
				53,387,407		90,903,190
		Telecommunications — 2.3%
	30,000	Atlantic Tele-Network Inc.		461,782		1,477,200
	1,381,044	Cincinnati Bell Inc.†		4,314,122		3,687,387
	6,795	Community Service Communications Inc.		0		19,230
	310,000	Fastweb SpA†		6,565,766		7,577,365
	110,000	HickoryTech Corp.		949,514		938,300
	128,000	New Ulm Telecom Inc.		1,205,079		659,200
	118,000	Rogers Communications Inc., Cl. B		569,865		4,416,740
	63,000	Shenandoah Telecommunications Co.		373,895		1,144,710
	1,600,000	Sprint Nextel Corp.†		4,496,476		7,408,000
	37,584	Verizon Communications Inc.		846,702		1,224,863
	830,000	VimpelCom Ltd., ADR†		2,507,032		12,325,500
	53,000	Winstar Communications Inc.† (b)		133		53
				22,290,366		40,878,548

See accompanying notes to financial statements.

11

The Gabelli Small Cap Growth Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Transportation — 0.6%
	331,200	GATX Corp.	$	9,657,251	$	9,710,784
	2,000	Grupo TMM SA, Cl. A, ADR†		13,813		5,860
	2,000	Irish Continental Group plc		14,688		39,125
	121,000	Providence and Worcester Railroad Co.		1,728,033		1,494,350
				11,413,785		11,250,119
		Wireless Communications — 0.1%
	24,000	Millicom International Cellular SA		1,831,480		2,302,800
		TOTAL COMMON STOCKS		1,107,350,755		1,570,935,811
		PREFERRED STOCKS — 0.1%
		Automotive: Parts and Accessories — 0.1%
	50,000	Jungheinrich AG Pfd.		1,031,755		1,673,392
		Broadcasting — 0.0%
	1,103	PTV Inc., 10.000% Pfd., Ser. A†		0		88
		TOTAL PREFERRED STOCKS		1,031,755		1,673,480
		WARRANTS — 0.1%
		Automotive: Parts and Accessories — 0.0%
	1,213	Exide Technologies, expire 05/05/11† (b)		2,247		23
	4,531	Federal-Mogul Corp., expire 12/27/14†		87,687		1,495
				89,934		1,518
		Broadcasting — 0.0%
	6,082	Granite Broadcasting Corp., Ser. A, expire 06/04/12† (b)		0		6
	3,430	Granite Broadcasting Corp., Ser. B, expire 06/04/12† (b)		0		0
				0		6
		Consumer Services — 0.0%
	120,000	SearchMedia Holdings Ltd., expire 11/19/11†		247,589		47,040
		Retail — 0.1%
	250,189	Talbots Inc., expire 04/06/15†		750,567		700,529
		TOTAL WARRANTS		1,088,090		749,093
Principal
Amount
		CONVERTIBLE CORPORATE BONDS — 0.0%
		Hotels and Gaming — 0.0%
$	400,000	Gaylord Entertainment Co., Cv., 3.750%, 10/01/14 (c)		377,137		524,000
		CORPORATE BONDS — 0.0%
		Computer Software and Services — 0.0%
	300,000	Exodus Communications Inc., Sub. Deb., 5.250%, 02/15/11† (b)		1,185		1,185
		U.S. GOVERNMENT OBLIGATIONS — 10.0%
	174,809,000	U.S. Treasury Bills, 0.110% to 0.230%††, 10/21/10 to 03/17/11		174,745,531		174,752,480
		TOTAL INVESTMENTS — 99.9%	$	1,284,594,453		1,748,636,049
		Other Assets and Liabilities (Net) — 0.1%				2,368,321
		NET ASSETS — 100.0%			$	1,751,004,370

(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 September 30, 2010, the market value of fair valued securities amounted to $407,985 or 0.02% of net assets.
(c)	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2010, the market value of the Rule 144A security amounted to $524,000 or 0.03% of net assets.
†	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
September 30, 2010

Assets:
Investments, at value (cost $1,272,307,723)	$	1,737,909,287
Investments in affiliates, at value (cost $12,286,730)		10,726,762
Foreign currency, at value (cost $7)		6
Cash		375,360
Receivable for Fund shares sold		5,564,217
Dividends and interest receivable		1,929,548
Prepaid expenses		51,844
Total Assets		1,756,557,024
Liabilities:
Payable for Fund shares redeemed		1,931,616
Payable for investments purchased		1,205,224
Payable for investment advisory fees		1,321,835
Payable for distribution fees		355,450
Payable for accounting fees		11,250
Payable for shareholder services fees		391,833
Other accrued expenses		335,446
Total Liabilities		5,552,654
Net Assets applicable to 58,527,429 shares outstanding	$	1,751,004,370
Net Assets Consist of:
Paid-in capital	$	1,309,046,186
Accumulated net investment loss		(3,155,901	)
Accumulated net realized loss on investments, futures contracts, and foreign currency transactions		(18,932,323	)
Net unrealized appreciation on investments		464,041,596
Net unrealized appreciation on foreign currency translations		4,812
Net Assets	$	1,751,004,370
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,435,780,062 ÷ 47,910,906 shares outstanding; 150,000,000 shares authorized)	$	29.97
Class A:
Net Asset Value and redemption price per share ($115,264,847 ÷ 3,846,855 shares outstanding; 50,000,000 shares authorized)	$	29.96
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	31.79
Class B:
Net Asset Value and offering price per share ($17,447 ÷ 617.3 shares outstanding; 50,000,000 shares authorized)	$	28.26	(a)
Class C:
Net Asset Value and offering price per share ($64,829,710 ÷ 2,292,206 shares outstanding; 50,000,000 shares authorized)	$	28.28	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($135,112,304 ÷ 4,476,845 shares outstanding; 50,000,000 shares authorized)	$	30.18
Statement of Operations For the Year Ended September 30, 2010
Investment Income:
Dividends — Unaffiliated (net of foreign withholding taxes of $233,264)	$	18,141,629
Dividends — Affiliated		46,522
Interest		323,191
Total Investment Income		18,511,342
Expenses:
Investment advisory fees		15,555,344
Distribution fees — Class AAA		3,237,238
Distribution fees — Class A		227,124
Distribution fees — Class B		326
Distribution fees — Class C		549,824
Shareholder services fees		1,805,578
Shareholder communications expenses		492,289
Custodian fees		215,197
Registration expenses		117,371
Legal and audit fees		64,874
Directors’ fees		51,283
Accounting fees		45,000
Interest expense		99
Miscellaneous expenses		126,454
Total Expenses		22,488,001
Less:
Advisory fee reduction on unsupervised assets (Note 3)		(268,306	)
Custodian fee credits		(503	)
Total Reductions and Credits		(268,809	)
Net Expenses		22,219,192
Net Investment Loss		(3,707,850	)
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency:
Net realized gain on investments — unaffiliated		19,559,073
Net realized loss on investments — affiliated		(119,719	)
Net realized gain on futures contracts		820,650
Net realized loss on foreign currency transactions		(25,450	)
Net realized gain on investments, futures contracts, and foreign currency transactions		20,234,554
Net change in unrealized appreciation:
on investments		218,752,074
on foreign currency translations		5,822
Net change in unrealized appreciation on investments and foreign currency translations		218,757,896
Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency		238,992,450
Net Increase in Net Assets Resulting from Operations	$	235,284,600

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

See accompanying notes to financial statements.

13

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2010			September 30, 2009
Operations:
Net investment loss	$	(3,707,850	)	$	(933,184	)
Net realized gain/(loss) on investments, futures contracts, and foreign currency transactions		20,234,554			(35,997,353	)
Net change in unrealized appreciation on investments and foreign currency translations		218,757,896			64,759,508
Net Increase in Net Assets Resulting from Operations		235,284,600			27,828,971
Distributions to Shareholders:
Net realized gain
Class AAA		—			(51,110,267	)
Class A		—			(1,394,609	)
Class B		—			(3,267	)
Class C		—			(1,316,687	)
Class I		—			(528,505	)
Total Distributions to Shareholders		—			(54,353,335	)
Capital Share Transactions:
Class AAA		73,317,937			220,096,064
Class A		38,695,770			33,274,548
Class B		(44,743	)		666
Class C		13,950,146			18,892,727
Class I		17,685,892			77,436,236
Net Increase in Net Assets from Capital Share Transactions		143,605,002			349,700,241
Redemption Fees		9,548			11,022
Net Increase in Net Assets		378,899,150			323,186,899
Net Assets:
Beginning of period		1,372,105,220			1,048,918,321
End of period (including undistributed net investment income of $0 and $26,769, respectively)	$	1,751,004,370		$	1,372,105,220

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 (Loss) from																								Ratios to Average Net Assets/
			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)(c)		Period		Return†			(in 000’s)		(Loss)(b)			Expenses			Rate††
Class AAA
2010	$	25.81	$	(0.06	)	$	4.22		$	4.16			—			—		$	0.00	$	29.97		16.12	%	$	1,435,780		(0.23	)%		1.44	%(d)		14	%
2009		28.20		(0.02	)		(0.92	)		(0.94	)	$	(1.45	)	$	(1.45	)		0.00		25.81		(1.70	)		1,167,114		(0.09	)		1.48	(d)		25
2008		34.37		(0.00	)(c)		(4.62	)		(4.62	)		(1.55	)		(1.55	)		0.00		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		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		30.41		8.88			727,521		(0.09	)		1.44			6
Class A
2010	$	25.81	$	(0.06	)	$	4.21		$	4.15			—			—		$	0.00	$	29.96		16.08	%	$	115,265		(0.22	)%		1.44	%(d)		14	%
2009		28.18		(0.03	)		(0.89	)		(0.92	)	$	(1.45	)	$	(1.45	)		0.00		25.81		(1.63	)		62,548		(0.12	)		1.48	(d)		25
2008		34.37		(0.01	)		(4.63	)		(4.64	)		(1.55	)		(1.55	)		0.00		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		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		30.41		8.84			2,199		(0.08	)		1.44			6
Class B
2010	$	24.54	$	(0.25	)	$	3.97		$	3.72			—			—		$	0.00	$	28.26		15.16	%	$	17		(0.99	)%		2.19	%(d)		14	%
2009		27.10		(0.17	)		(0.94	)		(1.11	)	$	(1.45	)	$	(1.45	)		0.00		24.54		(2.43	)		56		(0.83	)		2.23	(d)		25
2008		33.32		(0.23	)		(4.44	)		(4.67	)		(1.55	)		(1.55	)		0.00		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		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		29.77		8.11			113		(0.85	)		2.19			6
Class C
2010	$	24.54	$	(0.25	)	$	3.99		$	3.74			—			—		$	0.00	$	28.28		15.24	%	$	64,830		(0.98	)%		2.19	%(d)		14	%
2009		27.09		(0.18	)		(0.92	)		(1.10	)	$	(1.45	)	$	(1.45	)		0.00		24.54		(2.40	)		42,974		(0.85	)		2.23	(d)		25
2008		33.32		(0.22	)		(4.46	)		(4.68	)		(1.55	)		(1.55	)		0.00		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		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		29.76		8.08			2,650		(0.83	)		2.19			6
Class I
2010	$	25.93	$	0.01		$	4.24		$	4.25			—			—		$	0.00	$	30.18		16.39	%	$	135,112		0.02	%		1.19	%(d)		14	%
2009		28.25		0.02			(0.89	)		(0.87	)	$	(1.45	)	$	(1.45	)		0.00		25.93		(1.43	)		99,413		0.11			1.23	(d)		25
2008(e)		30.06		0.05			(1.86	)		(1.81	)		—			—			0.00		28.25		(6.02	)		3,578		0.22	(f)		1.18	(f)		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 year ended September 30, 2006 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)	Amount represents less than $0.005 per share.
(d)	The ratios do not include a reduction of advisory fee on unsupervised assets for the years ended September 30, 2010 and 2009. Including such advisory fee reduction on unsupervised assets, the ratios of operating expenses to average net assets would have been 1.42% and 1.47% (Class AAA and Class A), 2.17% and 2.22% (Class B and Class C), and 1.17% and 1.22% (Class I), respectively.
(e)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(f)	Annualized.

See accompanying notes to financial statements.

15

The Gabelli Small Cap Growth Fund
Notes to Financial Statements

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’s Adviser currently characterizes small capitalization companies for the Fund as those with total common stock market values of $2 billion or less at the time of investment. The Fund commenced investment operations on October 22, 1991.

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

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of 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 sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. 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)

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

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of September 30, 2010 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant		Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs		Unobservable Inputs		at 9/30/10
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	11,973,034		—	$	2	$	11,973,036
Cable		27,449,825		—		0		27,449,825
Consumer Products		36,445,214	$	2,216		—		36,447,430
Entertainment		25,239,168		—		275,466		25,514,634
Real Estate		17,559,021		131,250		—		17,690,271
Telecommunications		40,219,295		659,200		53		40,878,548
Other Industries (a)		1,410,982,067		—		—		1,410,982,067
Total Common Stocks		1,569,867,624		792,666		275,521		1,570,935,811
Preferred Stocks:
Automotive: Parts and Accessories		1,673,392		—		—		1,673,392
Broadcasting		—		—		88		88
Total Preferred Stocks		1,673,392		—		88		1,673,480
Warrants:
Broadcasting		—		6		—		6
Other Industries (a)		749,087		—		—		749,087
Total Warrants		749,087		6		—		749,093
Convertible Corporate Bonds		—		524,000		—		524,000
Corporate Bonds		—		1,185		—		1,185
U.S. Government Obligations		—		174,752,480		—		174,752,480
TOTAL INVESTMENTS IN SECURITIES — ASSETS	$	1,572,290,103	$	176,070,337	$	275,609	$	1,748,636,049

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

The Fund did not have significant transfers between Level 1 and Level 2 during the year ended September 30, 2010.

17

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

The following table reconciles Level 3 investments for which significant unobservable inputs were used to determine fair value:

																					Net change
																					in unrealized
																					appreciation/
																					depreciation
																					during the
																					period on
								Change in													Level 3
	Balance		Accrued		Realized			unrealized			Net			Transfers		Transfers			Balance		investments
	as of		discounts/		gain/			appreciation/			purchases/			into		out of			as of		held at
	9/30/09		(premiums)		(loss)			depreciation†			(sales)			Level 3††		Level 3††			9/30/10		9/30/10†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	3	$	—	$	(16,800	)	$	16,799		$	—		$	—	$	—		$	2	$	2
Cable		0		—		—			—			—			—		—			0		—
Computer Software and Services		24,000		—		78,560			(24,000	)		(78,560	)		—		—			—		—
Entertainment		203,984		—		—			71,482			—			—		—			275,466		71,482
Equipment and Supplies		0		—		(10,068	)		10,068			(0	)		—		—			—		—
Financial Services		15		—		(6,056	)		6,041			(0	)		—		—			—		—
Food and Beverage		0		—		(28,956	)		28,956			(0	)		—		—			—		—
Telecommunications		53		—		—			—			—			—		—			53		—
Wireless Communications		0		—		32,206			—			(32,206	)		—		—			—		—
Total Common Stocks		228,055		—		48,886			109,346			(110,766	)		—		—			275,521		71,484
Preferred Stocks:
Broadcasting		—		—		—			—			—			88		—			88		—
Business Services		0		—		(2,163,146	)		2,163,146			(0	)		—		—			—		—
Warrants:
Automotive: Parts and Accessories		243		—		—			—			—			—		(243	)		—		—
Broadcasting		35		—		—			—			—			—		(35	)		—		—
Total Warrants		278		—		—			—			—			—		(278	)		—		—
TOTAL INVESTMENTS IN SECURITIES	$	228,333	$	—	$	(2,114,260	)	$	2,272,492		$	(110,766	)	$	88	$	(278	)	$	275,609	$	71,484

†	Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
††	The Fund’s policy is to recognize transfers into and transfer out of Level 3 as of the beginning of the reporting period.

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

Derivative Financial Instruments.

The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purpose of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction

18

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

with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

The Fund’s derivative contracts held at September 30, 2010, if any, are not accounted for as hedging instruments under GAAP.

     Swap Agreements. The Fund may enter into equity and contract for difference swap transactions for the purpose of increasing the income of the Fund. 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 is 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. Depending on the general state of short-term interest rates and the returns on the Fund’s portfolio securities 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.

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. During the year ended September 30, 2010, the Fund had no investments in 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, and 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. The Fund held equity futures contracts from November 2, 2009 through September 7, 2010, with an average monthly notional value of approximately $5,487,296. At September 30, 2010, there were no open futures contracts.

19

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

For the year ended September 30, 2010, the effect of equity futures contracts with equity risk exposure can be found in the Statement of Operations, under Net Realized and Unrealized Gain/(Loss) on Investments, Futures Contracts, and Foreign Currency, Net realized gain on futures contracts.

     Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of 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 investments and 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. During the year ended September 30, 2010, the Fund had no investments in forward foreign exchange contracts.

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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 September 30, 2010, there were no open repurchase agreements.

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

20

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

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial 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. For the restricted and illiquid securities the Fund held as of September 30, 2010, refer to the Schedule of Investments.

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

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

21

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

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 GAAP. 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 for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to tax treatment of currency gains and losses and a write-off of the current year net operating loss. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2010, reclassifications were made to decrease accumulated net investment loss by $525,180 and decrease accumulated net realized loss on investments, futures contracts, and foreign currency transactions by $25,450, with an offsetting adjustment to paid-in capital.

No distributions were made during the year ended September 30, 2010. The tax character of distributions paid during the year ended September 30, 2009 was as follows:

	Year Ended
	September 30, 2009
Distributions paid from:
Ordinary income (inclusive of short-term capital gains)	$	3,735,472
Net long-term capital gains		50,617,863
Total distributions paid	$	54,353,335

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

As of September 30, 2010, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(13,676,652	)
Net unrealized appreciation on investments		455,660,371
Post-October currency loss deferral		(25,535	)
Total	$	441,958,184

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $13,676,652, which are available to reduce future required distributions of net capital gains to shareholders. $1,435,829 of the loss carryforward is available through 2017; $12,240,823 is available through 2018.

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, 2010, the Fund deferred currency losses of $25,535.

22

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

At September 30, 2010, the difference between book and tax basis unrealized appreciation is primarily due to deferral of losses on wash sales for tax purposes, mark-to-market adjustments on investments in passive foreign investment companies, and basis adjustments on investments in partnerships.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2010:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,292,973,062	$	548,919,351	$	(93,256,364	)	$	455,662,987

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended September 30, 2010, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2010, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

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

The Corporation pays each Director who is not considered 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. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio holdings, i.e., unsupervised assets, of the Fund with respect to which the Adviser has transferred dispositive and voting control to the Fund’s Proxy Voting Committee. During the year ended September 30, 2010, the Fund’s Proxy Voting Committee exercised control and discretion over all rights to vote or consent with respect to such securities and the Adviser reduced its fee with respect to such securities by $268,306.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Co.”), an affiliate of the Adviser, serves as Distributor of the Fund. Under the Class AAA, Class A, Class B, and Class

23

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

C Share Plans, payments are authorized to Gabelli & Co. at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2010, other than short-term securities and U.S. Government obligations, aggregated $388,002,240 and $184,125,383, respectively.

Purchases of U.S. Government obligations for the year ended September 30, 2010, other than short-term obligations, aggregated $372,750.

6. Transactions with Affiliates. During the year ended September 30, 2010, the Fund paid brokerage commissions on security trades of $400,648 to Gabelli & Co. Additionally, Gabelli & Co. informed the Fund that it retained $73,605 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended September 30, 2010, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended September 30, 2010, 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 & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares approximately eight years after the original purchase. The applicable Class B CDSC is equal to a percentage declining from 5% of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Co.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the years ended September 30, 2010 and September 30, 2009 amounted to $9,548 and $11,022, 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

24

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

(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:

	Year Ended						Year Ended
	September 30, 2010						September 30, 2009
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		13,235,071		$	362,667,581			19,334,347		$	418,412,502
Shares issued upon reinvestment of distributions		—			—			2,463,528			48,435,071
Shares redeemed		(10,544,607	)		(289,349,644	)		(11,881,439	)		(246,751,509	)
Net increase		2,690,464		$	73,317,937			9,916,436		$	220,096,064
Class A
Shares sold		2,230,301		$	60,847,542			1,836,925		$	40,930,042
Shares issued upon reinvestment of distributions		—			—			65,874			1,300,725
Shares redeemed		(806,720	)		(22,151,772	)		(423,637	)		(8,956,219	)
Net increase		1,423,581		$	38,695,770			1,479,162		$	33,274,548
Class B
Shares issued upon reinvestment of distributions		—			—			173		$	3,267
Shares redeemed		(1,691	)	$	(44,743	)		(112	)		(2,601	)
Net increase/(decrease)		(1,691	)	$	(44,743	)		61		$	666
Class C
Shares sold		902,333		$	23,349,977			1,057,172		$	22,091,220
Shares issued upon reinvestment of distributions		—			—			67,280			1,267,666
Shares redeemed		(361,272	)		(9,399,831	)		(224,541	)		(4,466,159	)
Net increase		541,061		$	13,950,146			899,911		$	18,892,727
Class I
Shares sold		1,654,093		$	45,615,294			4,010,805		$	83,835,007
Shares issued upon reinvestment of distributions		—			—			11,437			239,324
Shares redeemed		(1,011,555	)		(27,929,402	)		(314,594	)		(6,638,095	)
Net increase		642,538		$	17,685,892			3,707,648		$	77,436,236

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 year ended September 30, 2010 is set forth below:

												Net Change								Percent
												in Unrealized						Value at		Owned
	Beginning		Shares		Shares			Ending		Dividend/		Appreciation/			Realized			September 30,		of Shares
	Shares		Purchased		Sold			Shares		Income		Depreciation			Loss			2010		Outstanding
Bel Fuse Inc., Cl. A*		182,075		32,325		—			214,400	$	46,522	$	489,013			—		$	4,487,392		9.86	%
Katy Industries Inc.*		415,000		2,000		—			417,000		—		(250,100	)		—			333,600		5.24
Strattec Security Corp.*		155,000		30,000		—			185,000		—		1,823,411			—			4,613,900		5.65
Tech/Ops Sevcon Inc.*		202,006		37,994		—			240,000		—		342,063			—			1,212,000		7.18
Trans-Lux Corp.		172,000		7,400		(16,400	)		163,000		—		(13,179	)	$	(119,719	)		79,870		6.67
Total										$	46,522	$	2,391,208		$	(119,719	)	$	10,726,762

* Security was not affiliated at September 30, 2009.

25

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

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. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

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

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

Morningstar Rating™ is based on risk-adjusted returns. The Overall Morningstar Rating is derived from a weighted average of the performance figures associated with a fund’s three, five, and ten year (if applicable) Morningstar Rating metrics. For funds with at least a three year history, a Morningstar Rating is based on a risk-adjusted return measure (including the effects of sales charges, loads, and redemption fees) placing more emphasis on downward variations and rewarding consistent performance. That accounts for variations in a fund’s monthly performance. The top 10% of funds in each category receive 5 stars, the next 22.5% 4 stars, the next 35% 3 stars, the next 22.5% 2 stars, and the bottom 10% 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Morningstar Rating is for the AAA Share class only; other classes may have different performance characteristics. Ratings reflect relative performance. Results for certain periods were negative. ©2010 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

26

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Small Cap Growth Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Small Cap Growth Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2010, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Small Cap Growth Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2010

27

The Gabelli Small Cap Growth Fund
Additional Fund Information (Unaudited)

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

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTOR4:
Mario J. Gabelli Director and Chief Investment Officer Age: 68	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer-Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chief Executive Officer and Chief Investment Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 66	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS 5:
Anthony J. Colavita Director Age: 74	Since 1991		34	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 66	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 71	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 42	Since 2009		9	President of Advanced Polymer, Inc.	—
Anthony R. Pustorino Director Age: 85	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 76	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 64	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Harbor BioSciences, Inc. (biotechnology); Director of Trans-Lux Corporation (business services); Director and Chief Executive Officer of General Employment Enterprises, Inc. (staffing)

28

The Gabelli Small Cap Growth Fund
Additional Fund Information (Continued) (Unaudited)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 58	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Director of Teton Advisors, Inc. since 1998; Chairman of Teton Advisors, Inc. 2008 to 2010; President of Teton Advisors, Inc. 1998 through 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 52	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005
Peter D. Goldstein Chief Compliance Officer Age: 57	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

29

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, which is 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.

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 FAMILY OF FUNDS

VALUE

Gabelli Asset Fund

Seeks to invest primarily in a diversified portfolio of common stocks selling at significant discounts to their private market value. The Fund’s primary objective is growth of capital. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Blue Chip Value Fund

Seeks long term growth of capital through investment primarily in the common stocks of established companies which are temporarily out of favor. The fund’s objective is to identify a catalyst or sequence of events that will return the company to a higher value. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

GAMCO Westwood Equity Fund

Seeks to invest primarily in the common stock of well seasoned companies that have recently reported positive earnings surprises and are trading below Westwood’s proprietary growth rate estimates. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Susan M. Byrne

FOCUSED VALUE

Gabelli Value Fund

Seeks to invest in securities of companies believed to be undervalued. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

SMALL CAP VALUE

Gabelli Small Cap Fund

Seeks to invest primarily in common stock of smaller companies (market capitalizations at the time of investment of $2 billion or less) believed to have rapid revenue and earnings growth potential. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood SmallCap Equity Fund

Seeks to invest primarily in smaller capitalization equity securities — market caps of $2.5 billion or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Portfolio Manager: Nicholas F. Galluccio

Gabelli Woodland Small Cap Value Fund

Seeks to invest primarily in the common stocks of smaller companies (market capitalizations generally less than $3.0 billion) believed to be undervalued with shareholder oriented management teams that are employing strategies to grow the company’s value. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Elizabeth M. Lilly, CFA

GROWTH

GAMCO Growth Fund

Seeks to invest primarily in large cap stocks believed to have favorable, yet undervalued, prospects for earnings growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Howard F. Ward, CFA

GAMCO International Growth Fund

Seeks to invest in the equity securities of foreign issuers with long-term capital appreciation potential. The Fund offers investors global diversification. (Multiclass)

Portfolio Manager: Caesar Bryan

AGGRESSIVE GROWTH

GAMCO Global Growth Fund

Seeks capital appreciation through a disciplined investment program focusing on the globalization and interactivity of the world’s marketplace. The Fund invests in companies at the forefront of accelerated growth. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed 

MICRO-CAP

GAMCO Westwood Mighty Mites^SM Fund

Seeks to invest in micro-cap companies that have market capitalizations of $300 million or less. The Fund’s primary objective is long-term capital appreciation. (Multiclass)

Team Managed 

EQUITY INCOME

Gabelli Equity Income Fund

Seeks to invest primarily in equity securities with above average market yields. The Fund pays monthly dividends and seeks a high level of total return with an emphasis on income. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

GAMCO Westwood Balanced Fund

Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The Fund’s primary objective is both capital appreciation and current income. (Multiclass)

Co-Portfolio Managers: Susan M. Byrne
Mark Freeman, CFA

GAMCO Westwood Income Fund

Seeks to provide a high level of current income as well as long-term capital appreciation by investing in income producing equity and fixed income securities. (Multiclass)

Portfolio Manager: Barbara Marcin, CFA

SPECIALTY EQUITY

GAMCO Global Convertible Securities Fund

Seeks to invest principally in bonds and preferred stocks which are convertible into common stock of foreign and domestic companies. The Fund’s primary objective is total return through a combination of current income and capital appreciation. (Multiclass)

Team Managed 

GAMCO Global Opportunity Fund

Seeks to invest in common stock of companies which have rapid growth in revenues and earnings and potential for above average capital appreciation or are undervalued. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed 

Gabelli SRI Green Fund

Seeks to invest in common and preferred stocks meeting guidelines for social responsibility (avoiding defense contractors and manufacturers of alcohol, abortifacients, gaming, and tobacco products) and sustainability (companies engaged in climate change, energy security and independence, natural resource shortages, organic living, and urbanization). The Fund’s primary objective is capital appreciation. (Multiclass)

Co-Portfolio Managers: Christopher C. Desmarais
John M. Segrich, CFA

SECTOR

GAMCO Global Telecommunications Fund

Seeks to invest in telecommunications companies throughout the world — targeting undervalued companies with strong earnings and cash flow dynamics. The Fund’s primary objective is capital appreciation. (Multiclass)

Team Managed 

GAMCO Gold Fund

Seeks to invest in a global portfolio of equity securities of gold mining and related companies. The Fund’s objective is long-term capital appreciation. Investment in gold stocks is considered speculative and is affected by a variety of worldwide economic, financial, and political factors. (Multiclass)

Portfolio Manager: Caesar Bryan

Gabelli Utilities Fund

Seeks to provide a high level of total return through a combination of capital appreciation and current income. (Multiclass)

Team Managed 

MERGER AND ARBITRAGE

Gabelli ABC Fund

Seeks to invest in securities with attractive opportunities for appreciation or investment income. The Fund’s primary objective is total return in various market conditions without excessive risk of capital loss. (No-load)

Portfolio Manager: Mario J. Gabelli, CFA

Gabelli Enterprise Mergers and Acquisitions Fund

Seeks to invest in securities believed to be likely acquisition targets within 12—18 months or in arbitrage transactions of publicly announced mergers or other corporate reorganizations. The Fund’s primary objective is capital appreciation. (Multiclass)

Portfolio Manager: Mario J. Gabelli, CFA

CONTRARIAN

GAMCO Mathers Fund

Seeks long-term capital appreciation in various market conditions without excessive risk of capital loss. (No-load)

Portfolio Manager: Henry Van der Eb, CFA

Comstock Capital Value Fund

Seeks capital appreciation and current income. The Fund may use either long or short positions to achieve its objective. (Multiclass)

Portfolio Manager: Martin Weiner, CFA

FIXED INCOME

GAMCO Westwood Intermediate Bond Fund

Seeks to invest in a diversified portfolio of bonds with various maturities. The Fund’s primary objective is total return. (Multiclass)

Portfolio Manager: Mark Freeman, CFA

CASH MANAGEMENT-MONEY MARKET

Gabelli U.S. Treasury Money Market Fund

Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund’s primary objective is to provide high current income consistent with the preservation of principal and liquidity. (No-load)

Co-Portfolio Managers: Judith A. Raneri
Ronald S. Eaker 

An investment in the above Money Market Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The Funds may invest in foreign securities which involve risks not ordinarily associated with investments in domestic issues, including currency fluctuation, economic, and political risks.

To receive a prospectus, call 800-GABELLI (422-3554). 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.

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 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA

Chairman and Chief

Executive Officer

GAMCO Investors, Inc.

Anthony J. Colavita

President

Anthony J. Colavita, P.C.

Vincent D. Enright

Former Senior Vice President

and Chief Financial Officer

KeySpan Corp.

John D. Gabelli

Senior Vice President

Gabelli & Company, Inc.

Robert J. Morrissey

Attorney-at-Law

Morrissey, Hawkins & Lynch

Kuni Nakamura

President

Advanced Polymer, Inc.

Anthony R. Pustorino

Certified Public Accountant,

Professor Emeritus

Pace University

Anthonie C. van Ekris

Chairman

BALMAC International, Inc.

Salvatore J. Zizza

Chairman

Zizza & Co., Ltd.

Officers

Bruce N. Alpert

President and Secretary

Peter D. Goldstein

Chief Compliance Officer

Agnes Mullady

Treasurer

Distributor
Gabelli & Company, Inc.

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

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

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

GAB443Q310SR

The Gabelli Small Cap Growth Fund

Morningstar^® rated The Gabelli Small Cap Growth
Fund Class AAA Shares 5 stars overall
and 5 stars for the three and five year periods and
4 stars for the ten year period ended
September 30, 2010 among 556, 556, 475, and 254
Small Blend funds, respectively.

ANNUAL REPORT
SEPTEMBER 30, 2010

The Gabelli Equity Income Fund

Annual Report
September 30, 2010
Mario Gabelli, CFA

Morningstar^® rated The Gabelli Equity Income Fund Class AAA Shares 5 stars overall and
5 stars for the three, five and ten year periods ended September 30, 2010 among 1,127;
1,127; 942; and 490 Large Value funds, respectively.

To Our Shareholders,

     For the fiscal year ended September 30, 2010, the net asset value (“NAV”) per share of The Gabelli Equity Income Fund’s (the “Fund”) Class AAA Shares rose 11.0%, versus increases of 10.2% and 11.4% for the Standard & Poor’s (“S&P”) 500 Index and the Lipper Equity Income Fund Average, respectively.

     Enclosed are the investment portfolio and financial statements for the fiscal year ended September 30, 2010.

Comparative Results

Average Annual Returns through September 30, 2010 (a)(b)

																			Since
																			Inception
	Quarter			1 Year			3 Year			5 Year			10 Year			15 Year			(1/2/92)
Gabelli Equity Income Fund Class AAA		12.30	%		11.03	%		(4.21	)%		2.93	%		5.59	%		8.51	%		9.69	%
S&P 500 Index		11.30			10.18			(7.15	)		0.64			(0.43	)		6.45			7.64
Lipper Equity Income Fund Average		11.58			11.40			(6.06	)		1.48			2.89			6.52			7.87
Class A		12.34			11.06			(4.20	)		2.95			5.59			8.50			9.69
		5.88	(c)		4.67	(c)		(6.07	)(c)		1.74	(c)		4.97	(c)		8.08	(c)		9.34	(c)
Class B		12.16			10.13			(4.94	)		2.16			5.05			8.15			9.39
		7.16	(d)		5.13	(d)		(5.90	)(d)		1.79	(d)		5.05			8.15			9.39
Class C		12.09			10.20			(4.93	)		2.17			5.07			8.16			9.40
		11.09	(e)		9.20	(e)		(4.93	)		2.17			5.07			8.16			9.40
Class I		12.40			11.32			(3.97	)		3.09			5.68			8.56			9.74

In the current prospectus, the expense ratios for Class AAA, A, B, C, and I Shares are 1.50%, 1.50%, 2.25%, 2.25%, and 1.25%, respectively. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Performance returns for periods of less than one year are not annualized.Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about this and other matters and should be read carefully before investing. The Class AAA Shares’ NAV’s 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 A Shares, Class B Shares, and Class C Shares would have been lower and Class I Shares would have been higher due to differences in expenses associated with these classes of shares. The S&P 500 Index is an unmanaged indicator of stock market performance. The Lipper Equity Income Fund Average includes the 30 largest equity funds tracked by Lipper, Inc.Dividends are considered reinvested. You cannot invest directly in an index.
(b)	The Fund’s fiscal year ends September 30.
(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.

Performance Discussion

     For the year ended September 30, 2010, the Fund’s Class AAA Shares rose 11.0%, versus increases of 10.2% and 11.4% for the S&P 500 Index and Lipper Equity Income Fund Average, respectively.

     In the Fund’s first fiscal quarter, we saw growing evidence, gathered by our research team on a company-by-company and industry-by-industry basis, that asset prices had stabilized and that growth was returning. In the Fund’s second quarter, stocks continued their upward climb as signs of an economic recovery grew stronger. Unemployment began to fall, dropping back below 10%. In March, industrial production continued to expand and retail sales, helped by favorable weather, increased sharply. For the Fund’s third quarter, we reported that unemployment remained stubbornly high and the housing market was still bottoming. Concerns about the solvency of large financial institutions had given way to concerns about the solvency of whole nation states. Stocks advanced at the beginning of the Fund’s fourth quarter on generally strong earnings reports, although they gave back much of their gains in August as the market weighed several factors: slowing economic growth, persistently high unemployment, uncertainty regarding the upcoming midterm elections and future tax rates, and increasing regulation. Stocks then promptly rocketed upward in September as the Federal Reserve Board indicated that it would not sit on the sidelines should the economy continue to sputter along. With the market discounting the prospect of another round of quantitative easing, the market ended up nearly 9% in the month of September and over 10% for the quarter.

     Swedish Match (2.3% of net assets as of September 30, 2010), the Fund’s largest holding was one of the better performing stocks for the fiscal year. Swedish Match produces tobacco products including snus, snuff, chewing tobacco, cigars, matches, and lighters. The company benefited from the growth of the smokeless tobacco market in both Scandinavia and the U.S. On October 1, 2010, Swedish Match combined its European and premium cigar portfolios with Scandinavian cigar and pipe tobacco company STG, creating a new company. Additional top performing stocks were Rockwell Automation (1.5%) a leading global provider of industrial automation solutions to maximize asset utilization, and Deere & Co (1.5%), which manufactures and distributes agricultural and commercial equipment worldwide.

     BNY Mellon (1.3%), a global financial services company, Johnson & Johnson (1.3%), and Pfizer Inc, (1.1%) were three of the weaker performing stocks during the year.

     With monetary policy likely to remain overly accommodative for the foreseeable future, we view the chance of a “double dip” recession as low. We believe that a reinvigorated mergers and acquisitions market would support our Private Market Value (PMV) with a Catalyst™ investment approach. First and foremost, we select stocks based on their fundamentals. We seek an adequate margin of safety and one or more catalysts that can surface the intrinsic value of a security. To the extent that a takeover provides that catalyst, it would add an extra element of return to the portfolio.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GABELLI EQUITY INCOME FUND
CLASS AAA, THE LIPPER EQUITY INCOME FUND AVERAGE, AND THE S&P 500 INDEX

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

2

The Gabelli Equity Income Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from April 1, 2010 through September 30, 2010

Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2010.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	4/01/10		9/30/10		Ratio			Period*
The Gabelli Equity Income Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,004.70		1.44	%	$	7.24
Class A	$	1,000.00	$	1,004.70		1.44	%	$	7.24
Class B	$	1,000.00	$	1,000.50		2.19	%	$	10.98
Class C	$	1,000.00	$	1,000.50		2.19	%	$	10.98
Class I	$	1,000.00	$	1,005.80		1.19	%	$	5.98
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,017.85		1.44	%	$	7.28
Class A	$	1,000.00	$	1,017.85		1.44	%	$	7.28
Class B	$	1,000.00	$	1,014.09		2.19	%	$	11.06
Class C	$	1,000.00	$	1,014.09		2.19	%	$	11.06
Class I	$	1,000.00	$	1,019.10		1.19	%	$	6.02

* 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 (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2010:

The Gabelli Equity Income Fund
Food and Beverage	12.3	%
Financial Services	11.5	%
Health Care	10.7	%
Consumer Products	7.2	%
Retail	6.7	%
Energy and Utilities: Oil	5.3	%
Telecommunications	4.9	%
Diversified Industrial	4.0	%
Aerospace	3.6	%
Energy and Utilities: Integrated	3.3	%
Metals and Mining	2.1	%
U.S. Treasury Bills	2.1	%
Energy and Utilities: Services	2.0	%
Specialty Chemicals	2.0	%
Computer Hardware	1.8	%
Computer Software and Services	1.8	%
Entertainment	1.7	%
Automotive: Parts and Accessories	1.7	%
Electronics	1.6	%
Energy and Utilities: Natural Gas	1.6	%
Hotels and Gaming	1.6	%
Machinery	1.5	%
Equipment and Supplies	1.2	%
Automotive	1.0	%
Energy and Utilities: Electric	0.9	%
Wireless Communications	0.8	%
Communications Equipment	0.8	%
Agriculture	0.7	%
Cable and Satellite	0.7	%
Business Services	0.6	%
Broadcasting	0.5	%
Paper and Forest Products	0.4	%
Environmental Services	0.4	%
Aviation: Parts and Services	0.3	%
Transportation	0.3	%
Consumer Services	0.1	%
Publishing	0.1	%
Exchange Traded Funds	0.1	%
Energy and Utilities: Water	0.0	%
Real Estate	0.0	%
Other Assets and Liabilities (Net)	0.1	%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2010. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

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

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.

4

The Gabelli Equity Income Fund
Schedule of Investments — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS — 96.4%
		Aerospace — 3.6%
	2,000	Lockheed Martin Corp.	$	47,350	$	142,560
	10,000	Raytheon Co.		279,200		457,100
	371,000	Rockwell Automation Inc.		18,260,631		22,901,830
	2,000	Rockwell Collins Inc.		15,844		116,500
	1,400,000	Rolls-Royce Group plc†		9,952,358		13,272,483
	245,000	The Boeing Co.		14,241,389		16,302,300
				42,796,772		53,192,773
		Agriculture — 0.7%
	99,000	Archer-Daniels-Midland Co.		2,838,337		3,160,080
	150,000	Monsanto Co.		2,423,783		7,189,500
	12,000	The Mosaic Co.		186,246		705,120
				5,448,366		11,054,700
		Automotive — 0.8%
	550,000	Ford Motor Co.†		6,294,220		6,732,000
	124,000	Navistar International Corp.†		4,373,721		5,411,360
				10,667,941		12,143,360
		Automotive: Parts and Accessories — 1.6%
	265,000	Genuine Parts Co.		9,635,208		11,816,350
	6,000	Johnson Controls Inc.		50,425		183,000
	48,000	Modine Manufacturing Co.†		452,081		622,560
	144,500	O’Reilly Automotive Inc.†		4,192,589		7,687,400
	55,100	Tenneco Inc.†		840,371		1,596,247
	140,000	The Pep Boys — Manny, Moe & Jack		1,583,944		1,481,200
				16,754,618		23,386,757
		Aviation: Parts and Services — 0.3%
	65,000	Curtiss-Wright Corp.		944,125		1,969,500
	70,000	GenCorp Inc.†		462,415		344,400
	4,500	Precision Castparts Corp.		421,715		573,075
	21,000	United Technologies Corp.		609,942		1,495,830
				2,438,197		4,382,805
		Broadcasting — 0.3%
	250,000	CBS Corp., Cl. A, Voting		4,663,897		3,975,000
	40,000	CBS Corp., Cl. B, Non-Voting		413,475		634,400
	132	Granite Broadcasting Corp.† (a)		10,795		0
				5,088,167		4,609,400
		Business Services — 0.6%
	30,000	Automatic Data Processing Inc.		1,174,016		1,260,900
	185,000	Diebold Inc.		6,514,528		5,751,650
	4,000	Landauer Inc.		134,546		250,520
	10,000	MasterCard Inc., Cl. A		743,059		2,240,000
				8,566,149		9,503,070
		Cable and Satellite — 0.7%
	135,000	Cablevision Systems Corp., Cl. A		1,864,112		3,535,650
	5,000	DIRECTV, Cl. A†		134,071		208,150
	155,000	DISH Network Corp., Cl. A		3,065,609		2,969,800
	16,000	EchoStar Corp., Cl. A†		478,840		305,280
	500	Jupiter Telecommunications Co. Ltd.		492,514		539,051
	55,000	Scripps Networks Interactive Inc., Cl. A		2,303,601		2,616,900
				8,338,747		10,174,831
		Communications Equipment — 0.7%
	250,000	Corning Inc.		3,735,647		4,570,000
	100,000	Motorola Inc.†		830,109		853,000
	120,000	Thomas & Betts Corp.†		3,448,817		4,922,400
				8,014,573		10,345,400
		Computer Hardware — 1.7%
	188,000	International Business Machines Corp.		15,841,008		25,218,320
	45,000	Xerox Corp.		259,391		465,750
				16,100,399		25,684,070
		Computer Software and Services — 1.8%
	120,000	Fidelity National Information Services Inc.		1,968,404		3,255,600
	200,000	McAfee Inc.†		9,440,640		9,452,000
	450,000	Microsoft Corp.		12,688,431		11,020,500
	160,000	Yahoo! Inc.†		4,197,373		2,267,200
				28,294,848		25,995,300
		Consumer Products — 7.2%
	45,000	Altria Group Inc.		538,092		1,080,900
	130,000	Avon Products Inc.		3,737,161		4,174,300
	15,000	Clorox Co.		823,581		1,001,400
	14,000	Compagnie Financiere Richemont SA, Cl. A		421,541		674,034
	850,000	Eastman Kodak Co.†		6,904,675		3,570,000
	63,000	Energizer Holdings Inc.†		2,834,133		4,235,490
	188,000	Fortune Brands Inc.		8,772,784		9,255,240
	5,000	Hanesbrands Inc.†		108,950		129,300
	170,700	Harman International Industries Inc.†		6,623,575		5,703,087
	250,000	Kimberly-Clark Corp.		15,970,978		16,262,500
	5,500	National Presto Industries Inc.		161,281		585,585
	60,000	Pactiv Corp.†		1,799,645		1,978,800
	50,000	Philip Morris International Inc.		1,501,172		2,801,000
	100,000	Reckitt Benckiser Group plc		3,154,703		5,499,700
	1,300,000	Swedish Match AB		17,131,187		34,677,724
	210,000	The Procter & Gamble Co.		12,253,966		12,593,700
	78,000	Unilever NV — NY Shares, ADR		1,542,066		2,330,640
				84,279,490		106,553,400
		Consumer Services — 0.1%
	67,500	Rollins Inc.		386,886		1,578,150

See accompanying notes to financial statements.

5

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Diversified Industrial — 3.6%
	5,000	3M Co.	$	213,645	$	433,550
	4,000	Acuity Brands Inc.		42,447		176,960
	6,000	Alstom SA		432,684		306,077
	60,000	Baldor Electric Co.		1,832,927		2,424,000
	100,000	Cooper Industries plc		2,757,977		4,893,000
	96,000	Crane Co.		3,275,285		3,642,240
	1,100,000	General Electric Co.		23,104,343		17,875,000
	210,000	Honeywell International Inc.		6,310,986		9,227,400
	30,000	ITT Corp.		1,489,518		1,404,900
	8,000	Jardine Matheson Holdings Ltd.		241,476		361,120
	110,000	Jardine Strategic Holdings Ltd.		2,257,889		2,948,000
	413,003	National Patent Development Corp.†		1,017,559		574,074
	120,000	Textron Inc.		763,372		2,467,200
	12,000	Trinity Industries Inc.		214,160		267,240
	178,000	Tyco International Ltd.		6,940,696		6,537,940
				50,894,964		53,538,701
		Electronics — 1.6%
	500,000	Intel Corp.		9,940,781		9,615,000
	100,000	L-1 Identity Solutions Inc.†		1,169,000		1,173,000
	335,000	LSI Corp.†		3,059,651		1,527,600
	265,000	Texas Instruments Inc.		6,011,130		7,192,100
	20,000	Thermo Fisher Scientific Inc.†		835,759		957,600
	133,250	Tyco Electronics Ltd.		4,392,573		3,893,565
				25,408,894		24,358,865
		Energy and Utilities: Electric — 0.9%
	30,000	American Electric Power Co. Inc.		932,060		1,086,900
	12,000	DTE Energy Co.		517,320		551,160
	85,000	El Paso Electric Co.†		670,852		2,021,300
	110,000	Great Plains Energy Inc.		2,663,694		2,079,000
	60,000	Korea Electric Power Corp., ADR†		977,409		775,800
	56,087	Mirant Corp.†		936,815		558,627
	1,200,000	Mirant Corp., Escrow† (a)		0		0
	150,000	Northeast Utilities		3,148,300		4,435,500
	80,000	The AES Corp.†		268,400		908,000
	13,333	UIL Holdings Corp.		293,785		375,457
				10,408,635		12,791,744
		Energy and Utilities: Integrated — 3.3%
	50,000	Allegheny Energy Inc.		586,698		1,226,000
	40,000	BP plc, ADR		861,066		1,646,800
	50,100	CH Energy Group Inc.		2,054,118		2,212,416
	70,000	CONSOL Energy Inc.		2,465,451		2,587,200
	90,000	Constellation Energy Group Inc.		2,772,144		2,901,600
	66,000	Dominion Resources Inc.		2,658,978		2,881,560
	100,000	DPL Inc.		2,637,051		2,613,000
	195,000	Duke Energy Corp.		2,406,814		3,453,450
	450,000	El Paso Corp.		5,172,794		5,571,000
	29,000	ENI SpA		304,221		625,828
	12,269	Iberdrola SA, ADR		510,847		376,168
	25,000	Integrys Energy Group Inc.		1,192,522		1,301,500
	80,000	NextEra Energy Inc.		3,608,192		4,351,200
	80,000	NSTAR		1,282,183		3,148,000
	72,000	OGE Energy Corp.		1,955,611		2,870,640
	100,000	PNM Resources Inc.		1,042,460		1,139,000
	75,000	Progress Energy Inc.		3,196,534		3,331,500
	15,000	Progress Energy Inc., CVO†		7,800		2,250
	7,200	Public Service Enterprise Group Inc.		156,820		238,176
	30,000	Suncor Energy Inc., New York		785,965		976,500
	21,000	Suncor Energy Inc., Toronto		908,497		683,740
	50,000	TECO Energy Inc.		652,639		866,000
	140,000	Westar Energy Inc.		2,333,669		3,392,200
				39,553,074		48,395,728
		Energy and Utilities: Natural Gas — 1.6%
	13,000	AGL Resources Inc.		242,114		498,680
	20,000	Atmos Energy Corp.		523,679		585,000
	175,000	National Fuel Gas Co.		7,404,633		9,066,750
	73,000	ONEOK Inc.		1,642,426		3,287,920
	24,000	Piedmont Natural Gas Co. Inc.		394,017		696,000
	110,000	Southern Union Co.		2,047,400		2,646,600
	65,000	Southwest Gas Corp.		1,365,198		2,183,350
	200,000	Spectra Energy Corp.		4,249,072		4,510,000
				17,868,539		23,474,300
		Energy and Utilities: Oil — 5.3%
	187,000	Anadarko Petroleum Corp.		9,464,852		10,668,350
	38,000	Canadian Oil Sands Trust		1,117,252		940,305
	190,000	Chevron Corp.		8,702,369		15,399,500
	185,000	ConocoPhillips		5,343,273		10,624,550
	22,000	Denbury Resources Inc.†		369,472		349,580
	49,000	Devon Energy Corp.		2,021,181		3,172,260
	149,000	Exxon Mobil Corp.		4,735,083		9,206,710
	40,000	Marathon Oil Corp.		1,639,448		1,324,000
	24,000	Nexen Inc.		739,574		482,846
	2,000	Niko Resources Ltd.		114,911		196,832
	100,000	Occidental Petroleum Corp.		4,145,051		7,830,000
	10,000	PetroChina Co. Ltd., ADR		703,753		1,164,200
	120,000	Petroleo Brasileiro SA, ADR		4,827,605		4,352,400
	33,000	Repsol YPF SA, ADR		689,095		849,090
	120,000	Royal Dutch Shell plc, Cl. A, ADR		5,525,081		7,236,000
	25,000	Statoil ASA, ADR		327,939		524,500
	17,518	Total SA, ADR		290,564		903,929
	44,000	Transocean Ltd.†		3,256,838		2,828,760
	160,000	UTS Energy Corp.†		804,039		559,821
	40,000	WesternZagros Resources Ltd.†		147,109		14,773
				54,964,489		78,628,406

See accompanying notes to financial statements.

6

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Energy and Utilities: Services — 2.0%
	30,000	ABB Ltd., ADR	$	351,824	$	633,600
	52,000	Cameron International Corp.†		746,014		2,233,920
	38,178	GDF Suez, Strips		0		52
	379,000	Halliburton Co.		11,119,147		12,533,530
	48,000	Oceaneering International Inc.†		2,057,794		2,585,280
	40,000	Schlumberger Ltd.		1,275,020		2,464,400
	530,000	Weatherford International Ltd.†		9,546,079		9,063,000
				25,095,878		29,513,782
		Energy and Utilities: Water — 0.0%
	30,000	Aqua America Inc.		329,549		612,000
		Entertainment — 1.7%
	100,000	Grupo Televisa SA, ADR		2,315,333		1,892,000
	38,750	Madison Square Garden Inc., Cl. A†		480,606		816,850
	117,000	Time Warner Inc.		3,427,098		3,586,050
	305,300	Viacom Inc., Cl. A		12,029,180		12,239,477
	225,000	Vivendi		7,625,595		6,149,971
				25,877,812		24,684,348
		Environmental Services — 0.4%
	145,000	Waste Management Inc.		4,749,875		5,182,300
		Equipment and Supplies — 1.2%
	12,000	A.O. Smith Corp.		253,184		694,680
	24,000	Danaher Corp.		876,851		974,640
	89,000	Flowserve Corp.		3,426,108		9,738,380
	6,000	Ingersoll-Rand plc		117,853		214,260
	1,500	Minerals Technologies Inc.		37,938		88,380
	40,000	Mueller Industries Inc.		1,650,585		1,059,600
	12,000	Parker Hannifin Corp.		459,607		840,720
	100,000	Tenaris SA, ADR		4,056,653		3,842,000
				10,878,779		17,452,660
		Exchange Traded Funds — 0.1%
	25,000	Ultra Financials ProShares		1,275,972		1,359,000
		Financial Services — 11.5%
	6,450	Alleghany Corp.†		1,015,113		1,954,544
	215,000	AllianceBernstein Holding LP		5,744,008		5,678,150
	280,000	American Express Co.		11,265,355		11,768,400
	246,961	AmeriCredit Corp.†		6,026,578		6,040,666
	23,990	Argo Group International Holdings Ltd.		741,793		833,413
	25,864	Banco Popular Espanol SA		185,938		163,955
	2,000	Banco Santander Chile, ADR		29,250		193,100
	160,000	Banco Santander SA, ADR		1,233,058		2,025,600
	390,000	Bank of America Corp.		4,518,427		5,112,900
	12,156	BNP Paribas		506,339		864,545
	1,300,000	Citigroup Inc.†		5,913,260		5,070,000
	36,000	Commerzbank AG, ADR†		531,523		295,200
	78,000	Deutsche Bank AG		4,508,461		4,284,540
	105,000	Discover Financial Services		1,820,893		1,751,400
	90,000	Federal National Mortgage Association†		64,427		24,624
	83,000	Federated Investors Inc., Cl. B		2,078,706		1,889,080
	27,406	Fidelity Southern Corp.†		257,635		179,783
	260,000	H&R Block Inc.		5,199,660		3,367,000
	10,000	Interactive Brokers Group Inc., Cl. A†		169,390		172,100
	170,000	Janus Capital Group Inc.		2,521,455		1,861,500
	260,199	JPMorgan Chase & Co.		9,215,450		9,905,776
	75,000	Julius Baer Group Ltd.		2,537,524		2,730,118
	61,100	Kinnevik Investment AB, Cl. A		977,600		1,304,426
	18,000	Kinnevik Investment AB, Cl. B		252,511		381,078
	400,000	Legg Mason Inc.		8,834,521		12,124,000
	35,000	Leucadia National Corp.†		467,433		826,700
	140,000	Loews Corp.		6,155,434		5,306,000
	90,000	M&T Bank Corp.		5,917,140		7,362,900
	365,000	Marsh & McLennan Companies Inc.		11,002,192		8,803,800
	270,000	Morgan Stanley		8,164,616		6,663,600
	23,000	Northern Trust Corp.		922,385		1,109,520
	80,000	NYSE Euronext		1,891,784		2,285,600
	14,000	Och-Ziff Capital Management Group LLC, Cl. A		103,489		208,600
	40,000	Oritani Financial Corp.		400,000		399,200
	50,000	PNC Financial Services Group Inc.		2,084,482		2,595,500
	400,000	Popular Inc.†		1,107,999		1,160,000
	500	Raiffeisen International Bank Holding AG		28,874		23,312
	958	Reinet Investments SCA†		188,972		16,070
	24,000	Royal Bank of Canada		1,230,936		1,251,120
	175,000	SLM Corp.†		3,395,332		2,021,250
	183,000	Sterling Bancorp		2,920,769		1,590,270
	12,000	SunTrust Banks Inc.		251,737		309,960
	50,000	T. Rowe Price Group Inc.		1,388,039		2,503,250
	150,000	TD Ameritrade Holding Corp.†		2,617,742		2,422,500
	2,000	The Allstate Corp.		61,340		63,100
	750,000	The Bank of New York Mellon Corp.		22,364,515		19,597,500
	15,000	The Charles Schwab Corp.		262,820		208,500
	2,000	The Dun & Bradstreet Corp.		20,476		148,280
	11,000	The Goldman Sachs Group Inc.		1,476,161		1,590,380
	40,000	The Student Loan Corp.		1,391,579		1,188,000
	36,000	The Travelers Companies Inc.		1,428,424		1,875,600
	40,000	Unitrin Inc.		1,156,156		975,600
	170,000	Waddell & Reed Financial Inc., Cl. A		3,708,122		4,651,200

See accompanying notes to financial statements.

7

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	480,000	Wells Fargo & Co.	$	14,589,727	$	12,062,400
	115,000	Wilmington Trust Corp.		3,145,222		1,032,700
				175,992,772		170,228,310
		Food and Beverage — 12.3%
	52,000	American Dairy Inc.†		941,086		543,400
	30,000	Anheuser-Busch InBev NV		496,266		1,764,730
	64,000	Brown-Forman Corp., Cl. A		2,899,384		3,939,840
	13,500	Brown-Forman Corp., Cl. B		825,918		832,140
	145,000	Campbell Soup Co.		4,305,546		5,183,750
	40,000	Coca-Cola Amatil Ltd., ADR		246,845		921,200
	20,000	Coca-Cola Enterprises Inc.		546,326		620,000
	16,000	Coca-Cola Femsa SAB de CV, ADR		565,411		1,251,520
	200,000	Constellation Brands Inc., Cl. A†		2,611,207		3,538,000
	20,000	Corn Products International Inc.		317,298		750,000
	136,389	Danone		6,897,164		8,157,793
	295,000	Dean Foods Co.†		5,741,566		3,011,950
	45,000	Del Monte Foods Co.		457,322		589,950
	68,000	Diageo plc, ADR		3,141,778		4,692,680
	100,000	Dr. Pepper Snapple Group Inc.		2,159,483		3,552,000
	140,000	Fomento Economico Mexicano SAB de CV, ADR		3,316,409		7,102,200
	220,000	General Mills Inc.		5,457,146		8,038,800
	800,000	Grupo Bimbo SAB de CV, Cl. A		2,557,333		5,840,505
	118,000	H.J. Heinz Co.		4,171,689		5,589,660
	125,000	Heineken NV		5,566,367		6,482,264
	200,000	ITO EN Ltd.		4,311,208		3,284,619
	3,000	Kellogg Co.		92,580		151,530
	1,025,000	Kraft Foods Inc., Cl. A		30,269,487		31,631,500
	18,000	McCormick & Co. Inc., Non-Voting		711,698		756,720
	102,000	Nestlé SA		2,185,232		5,433,980
	20,000	Nestlé SA, ADR		1,034,550		1,068,600
	105,000	NISSIN FOODS HOLDINGS CO. LTD.		3,438,629		3,792,226
	3,300,000	Parmalat SpA		9,238,139		8,466,614
	25,953	PepsiCo Inc.		1,615,574		1,724,317
	34,507	Pernod-Ricard SA		2,637,794		2,881,307
	50,841	Remy Cointreau SA		2,897,375		3,424,216
	150,000	Sapporo Holdings Ltd.		1,005,195		702,563
	400,000	Sara Lee Corp.		5,539,780		5,372,000
	523,000	The Coca-Cola Co.		25,482,714		30,605,960
	55,000	The Hershey Co.		2,163,089		2,617,450
	70,076	Tootsie Roll Industries Inc.		1,672,255		1,743,491
	125,000	Tyson Foods Inc., Cl. A		1,502,292		2,002,500
	28,000	Wimm-Bill-Dann Foods OJSC, ADR		249,970		633,360
	135,000	YAKULT HONSHA Co. Ltd.		3,659,573		4,169,023
				152,928,678		182,864,358
		Health Care — 10.7%
	48,000	Abbott Laboratories		2,187,977		2,507,520
	25,000	Aetna Inc.		817,636		790,250
	35,500	Alcon Inc.		5,464,942		5,921,045
	155,000	Baxter International Inc.		6,195,428		7,395,050
	100,000	Becton, Dickinson and Co.		6,601,932		7,410,000
	580,000	Boston Scientific Corp.†		5,512,085		3,555,400
	490,000	Bristol-Myers Squibb Co.		12,208,281		13,283,900
	325,000	Covidien plc		12,213,108		13,061,750
	420,000	Eli Lilly & Co.		17,323,908		15,342,600
	11,276	GlaxoSmithKline plc, ADR		515,984		445,628
	22,000	Henry Schein Inc.†		566,365		1,288,760
	100,000	Hospira Inc.†		3,605,739		5,701,000
	310,000	Johnson & Johnson		19,608,683		19,207,600
	17,000	Laboratory Corp. of America Holdings†		1,207,808		1,333,310
	120,000	Mead Johnson Nutrition Co.		5,476,383		6,829,200
	24,000	Medco Health Solutions Inc.†		613,992		1,249,440
	18,000	Medtronic Inc.		587,868		604,440
	220,000	Merck & Co. Inc.		5,832,095		8,098,200
	5,000	Nobel Biocare Holding AG		139,480		89,808
	160,000	Novartis AG, ADR		8,717,427		9,227,200
	35,000	Patterson Companies Inc.		1,211,543		1,002,750
	955,000	Pfizer Inc.		20,125,877		16,397,350
	70,000	St. Jude Medical Inc.†		2,868,961		2,753,800
	740,000	Tenet Healthcare Corp.†		5,076,159		3,492,800
	240,000	UnitedHealth Group Inc.		9,715,275		8,426,400
	18,000	William Demant Holding A/S†		880,509		1,328,236
	44,000	Zimmer Holdings Inc.†		2,690,494		2,302,520
				157,965,939		159,045,957
		Hotels and Gaming — 1.6%
	130,000	International Game Technology		2,603,777		1,878,500
	1,204,352	Ladbrokes plc		8,974,480		2,538,942
	305,000	Las Vegas Sands Corp.†		1,784,652		10,629,250
	220,000	MGM Resorts International†		1,468,863		2,481,600
	80,000	Starwood Hotels & Resorts Worldwide Inc.		1,673,543		4,204,000
	15,000	Wynn Resorts Ltd.		579,316		1,301,550
				17,084,631		23,033,842
		Machinery — 1.5%
	6,000	Caterpillar Inc.		35,181		472,080
	320,400	Deere & Co.		15,974,668		22,357,512
	10,009	Mueller Water Products Inc., Cl. A		121,460		30,227
				16,131,309		22,859,819

See accompanying notes to financial statements.

8

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2010

Shares/					Market
Units			Cost		Value
		COMMON STOCKS (Continued)
		Metals and Mining — 2.1%
	500,000	Alcoa Inc.	$	9,289,251	$	6,055,000
	10,000	Carpenter Technology Corp.		327,255		337,100
	125,000	Freeport-McMoRan Copper & Gold Inc.		3,080,698		10,673,750
	190,000	Newmont Mining Corp.		7,722,899		11,933,900
	45,000	Peabody Energy Corp.		1,713,246		2,205,450
	2,000	Royal Gold Inc.		88,166		99,680
	6,615	Teck Resources Ltd., Cl. B		533,053		272,084
				22,754,568		31,576,964
		Paper and Forest Products — 0.4%
	6,000	Rayonier Inc.		264,580		300,720
	400,000	Weyerhaeuser Co.		10,177,818		6,304,000
				10,442,398		6,604,720
		Publishing — 0.1%
	5,000	Idearc Inc.† (a)		268		17
	6,016	News Corp., Cl. B		70,881		90,601
	30,000	The McGraw-Hill Companies Inc.		1,225,693		991,800
	800	The Washington Post Co., Cl. B		465,710		319,528
	6,000	Value Line Inc.		156,578		83,220
				1,919,130		1,485,166
		Real Estate — 0.0%
	10,000	Griffin Land & Nurseries Inc.		224,290		264,400
		Retail — 6.5%
	7,500	AutoZone Inc.†		1,120,476		1,716,825
	36,000	Copart Inc.†		1,144,406		1,186,920
	225,000	Costco Wholesale Corp.		11,676,234		14,510,250
	420,000	CVS Caremark Corp.		15,112,166		13,217,400
	80,000	Ingles Markets Inc., Cl. A		1,547,485		1,328,800
	510,000	Macy’s Inc.		8,225,055		11,775,900
	170,000	Safeway Inc.		3,593,397		3,597,200
	500	Sears Holdings Corp.†		40,733		36,070
	225,000	SUPERVALU Inc.		3,364,124		2,594,250
	220,000	The Great Atlantic & Pacific Tea Co. Inc.†		2,670,163		871,200
	570,000	The Home Depot Inc.		16,258,364		18,057,600
	126,000	Tractor Supply Co.		2,271,358		4,997,160
	234,000	Wal-Mart Stores Inc.		11,089,210		12,523,680
	160,000	Walgreen Co.		5,381,532		5,360,000
	10,000	Weis Markets Inc.		300,480		391,300
	100,000	Whole Foods Market Inc.†		3,392,986		3,711,000
				87,188,169		95,875,555
		Specialty Chemicals — 2.0%
	44,000	Albemarle Corp.		576,219		2,059,640
	45,000	Ashland Inc.		1,712,728		2,194,650
	84,000	E. I. du Pont de Nemours and Co.		3,590,572		3,748,080
	260,000	Ferro Corp.†		2,722,418		3,351,400
	4,000	FMC Corp.		186,076		273,640
	52,500	H.B. Fuller Co.		1,084,497		1,043,175
	220,000	International Flavors & Fragrances Inc.		10,205,154		10,674,400
	3,500	NewMarket Corp.		13,508		397,880
	75,000	Omnova Solutions Inc.†		485,875		539,250
	5,000	Quaker Chemical Corp.		90,412		162,800
	40,000	Sensient Technologies Corp.		822,757		1,219,600
	120,000	The Dow Chemical Co.		4,456,634		3,295,200
	4,000	Zep Inc.		17,026		69,760
				25,963,876		29,029,475
		Telecommunications — 4.8%
	380,000	AT&T Inc.		10,147,034		10,868,000
	525,000	BCE Inc.		12,011,920		17,062,500
	46,000	Belgacom SA		1,592,123		1,793,808
	4,495	Bell Aliant Regional Communications Income Fund		117,429		113,019
	50,000	BT Group plc		204,914		109,963
	16,000	BT Group plc, ADR		469,025		350,720
	22,000	CenturyLink Inc.		792,226		868,120
	400,000	Cincinnati Bell Inc.†		1,654,791		1,068,000
	435,000	Deutsche Telekom AG, ADR		7,138,510		5,929,050
	20,000	France Telecom SA, ADR		546,384		430,600
	50,000	Frontier Communications Corp.		438,869		408,500
	280,000	Qwest Communications International Inc.		1,358,400		1,755,600
	2,000,000	Sprint Nextel Corp.†		9,611,438		9,260,000
	9,195	Telefonica SA, ADR		161,475		681,809
	360,000	Telekom Austria AG		5,458,427		5,418,109
	144,500	Telephone & Data Systems Inc.		5,307,372		4,739,600
	12,000	TELUS Corp.		185,454		533,230
	20,000	TELUS Corp., Non-Voting		937,513		847,000
	270,000	Verizon Communications Inc.		9,023,249		8,799,300
				67,156,553		71,036,928
		Transportation — 0.3%
	147,000	GATX Corp.		5,282,933		4,310,040
		Wireless Communications — 0.8%
	140,000	Cable & Wireless Communications plc		106,768		124,808
	140,000	Cable & Wireless Worldwide plc		166,997		161,755
	31,000	Millicom International Cellular SA		2,340,951		2,974,450
	2,400	NTT DoCoMo Inc.		3,485,733		3,996,167
	70,000	Turkcell Iletisim Hizmetleri A/S, ADR		1,147,786		1,173,200
	140,000	Vodafone Group plc, ADR		3,545,753		3,473,400
				10,793,988		11,903,780
		TOTAL COMMON STOCKS		1,256,310,847		1,428,715,164

See accompanying notes to financial statements.

9

The Gabelli Equity Income Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		PREFERRED STOCKS — 0.4%
		Automotive — 0.2%
	70,000	Ford Motor Co. Capital Trust II, 6.500% Cv. Pfd.	$	3,167,049	$	3,353,700
		Communications Equipment — 0.1%
	1,100	Lucent Technologies Capital Trust I, 7.750% Cv. Pfd.		759,000		891,000
		Energy and Utilities: Integrated — 0.0%
	300	El Paso Corp., 4.990% Cv. Pfd. (b)		293,192		341,775
		Entertainment — 0.0%
	3,000	Metromedia International Group Inc., 7.250% Pfd.†		5,310		60,000
		Telecommunications — 0.1%
	33,000	Cincinnati Bell Inc., 6.750% Cv. Pfd., Ser. B		918,894		1,287,000
		TOTAL PREFERRED STOCKS		5,143,445		5,933,475
		RIGHTS — 0.0%
		Financial Services — 0.0%
	78,000	Deutsche Bank AG, expire 10/05/10†		0		387,660
		WARRANTS — 0.0%
		Broadcasting — 0.0%
	330	Granite Broadcasting Corp., Ser. A, expire 06/04/12† (a)		0		0
	330	Granite Broadcasting Corp., Ser. B, expire 06/04/12† (a)		0		0
		TOTAL WARRANTS		0		0
Principal
Amount
		CORPORATE BONDS — 1.0%
		Automotive: Parts and Accessories — 0.1%
$	800,000	Standard Motor Products Inc., Sub. Deb. Cv., 15.000%, 04/15/11 (a)		788,277		800,800
		Broadcasting — 0.2%
	2,200,000	Sinclair Broadcast Group Inc., Sub. Deb. Cv., 6.000%, 09/15/12		1,994,548		2,172,500
	200,000	Young Broadcasting Inc., Sub. Deb., 10.000%, 03/01/11†		154,752		2
				2,149,300		2,172,502
		Computer Hardware — 0.1%
	2,000,000	SanDisk Corp., Cv., 1.000%, 05/15/13		1,597,126		1,845,000
		Diversified Industrial — 0.4%
	6,000,000	Griffon Corp., Sub. Deb. Cv., 4.000%, 01/15/17 (b)		6,000,000		6,390,000
		Energy and Utilities: Electric — 0.0%
	100,000	Texas Competitive Electric Holdings Co. LLC, Ser. B (STEP), 10.250%, 11/01/15		67,614		66,000
		Retail — 0.2%
	4,400,000	The Great Atlantic & Pacific Tea Co. Inc., Cv., 5.125%, 06/15/11		4,350,183		3,206,500
		TOTAL CORPORATE BONDS		14,952,500		14,480,802
		U.S. GOVERNMENT OBLIGATIONS — 2.1%
	31,451,000	U.S. Treasury Bills, 0.060% to 0.185%††, 10/14/10 to 03/17/11		31,438,999		31,440,537
		TOTAL INVESTMENTS — 99.9%	$	1,307,845,791		1,480,957,638
		Other Assets and Liabilities (Net) — 0.1%				2,100,567
		NET ASSETS — 100.0%			$	1,483,058,205

(a)	Security fair valued under procedures established by the Board of Directors. The procedures may include reviewing available financial information about the company and reviewing the valuation of comparable securities and other factors on a regular basis. At September 30, 2010, the market value of fair valued securities amounted to $800,817 or 0.05% 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 September 30, 2010, the market value of Rule 144A securities amounted to $6,731,775 or 0.45% of net assets.
†	Non-income producing security.
††	Represents annualized yield at date of purchase.
ADR	American Depositary Receipt
Cv.	Convertible
CVO	Contingent Value Obligation
STEP	Step coupon bond. The rate disclosed is that in effect at September 30, 2010.

See accompanying notes to financial statements.

10

The Gabelli Equity Income Fund

Statement of Assets and Liabilities
September 30, 2010

Assets:
Investments, at value (cost $1,307,845,791)	$	1,480,957,638
Foreign currency, at value (cost $79,387)		78,546
Cash		515,644
Receivable for investments sold		7,455,481
Receivable for Fund shares sold		6,179,011
Unrealized appreciation on swap contracts		6,925
Dividends and interest receivable		3,158,361
Prepaid expenses		49,622
Total Assets		1,498,401,228
Liabilities:
Payable for investments purchased		11,679,360
Payable for Fund shares redeemed		1,578,535
Payable for investment advisory fees		1,179,556
Payable for distribution fees		312,624
Payable for accounting fees		11,250
Unrealized depreciation on swap contracts		4,114
Other accrued expenses		577,584
Total Liabilities		15,343,023
Net Assets applicable to 79,646,168 shares outstanding	$	1,483,058,205
Net Assets Consist of:
Paid-in capital	$	1,411,184,159
Undistributed net investment income		243,397
Accumulated net realized loss on investments, swap contracts, and foreign currency transactions		(101,478,282	)
Net unrealized appreciation on investments		173,111,847
Net unrealized appreciation on swap contracts		2,811
Net unrealized depreciation on foreign currency translations		(5,727	)
Net Assets	$	1,483,058,205
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,330,969,813 ÷ 71,366,382 shares outstanding; 150,000,000 shares authorized)	$	18.65
Class A:
Net Asset Value and redemption price per share ($67,314,206 ÷ 3,619,983 shares outstanding; 50,000,000 shares authorized)	$	18.60
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	19.73
Class B:
Net Asset Value and offering price per share ($141,371 ÷ 8,011 shares outstanding; 50,000,000 shares authorized)	$	17.65	(a)
Class C:
Net Asset Value and offering price per share ($43,429,273 ÷ 2,459,987 shares outstanding; 50,000,000 shares authorized)	$	17.65	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($41,203,542 ÷ 2,191,805 shares outstanding; 50,000,000 shares authorized)	$	18.80
(a)   Redemption price varies based on the length of time held.
Statement of Operations For the Year Ended September 30, 2010
Investment Income:
Dividends (net of foreign withholding taxes of $718,417)	$	35,365,865
Interest		1,088,004
Total Investment Income		36,453,869
Expenses:
Investment advisory fees		13,311,557
Distribution fees — Class AAA		3,078,459
Distribution fees — Class A		116,841
Distribution fees — Class B		1,288
Distribution fees — Class C		307,691
Shareholder services fees		1,560,550
Shareholder communications expenses		386,952
Custodian fees		198,753
Registration expenses		112,222
Legal and audit fees		64,291
Accounting fees		45,000
Directors’ fees		43,608
Interest expense		18
Miscellaneous expenses		118,035
Total Expenses		19,345,265
Less:
Custodian fee credits		(654	)
Net Expenses		19,344,611
Net Investment Income		17,109,258
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency:
Net realized loss on investments		(10,059,141	)
Net realized gain on swap contracts		107,287
Net realized loss on foreign currency transactions		(69,690	)
Net realized loss on investments, swap contacts, and foreign currency transactions		(10,021,544	)
Net change in unrealized appreciation/depreciation:
on investments		127,690,987
on swap contracts		(5,741	)
on foreign currency translations		(9,425	)
Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations		127,675,821
Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency		117,654,277
Net Increase in Net Assets Resulting from Operations	$	134,763,535

See accompanying notes to financial statements.

11

The Gabelli Equity Income Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2010			September 30, 2009
Operations:
Net investment income	$	17,109,258		$	13,352,410
Net realized loss on investments, swap contracts, and foreign currency transactions		(10,021,544	)		(73,688,314	)
Net change in unrealized appreciation on investments, swap contracts, and foreign currency translations		127,675,821			19,511,806
Net Increase/(Decrease) in Net Assets Resulting from Operations		134,763,535			(40,824,098	)
Distributions to Shareholders:
Net investment income
Class AAA		(15,582,602	)		(12,708,696	)
Class A		(604,809	)		(332,367	)
Class B		(1,755	)		(2,539	)
Class C		(416,801	)		(263,177	)
Class I		(280,529	)		(93,966	)
		(16,886,496	)		(13,400,745	)
Return of capital
Class AAA		(9,276,624	)		(9,214,213	)
Class A		(360,055	)		(240,977	)
Class B		(1,045	)		(1,841	)
Class C		(248,130	)		(190,811	)
Class I		(167,004	)		(68,128	)
		(10,052,858	)		(9,715,970	)
Total Distributions to Shareholders		(26,939,354	)		(23,116,715	)
Capital Share Transactions:
Class AAA		141,667,526			18,397,736
Class A		32,355,446			8,036,701
Class B		21,771			(110,470	)
Class C		18,243,484			4,589,115
Class I		31,329,729			6,354,700
Net Increase in Net Assets from Capital Share Transactions		223,617,956			37,267,782
Redemption Fees		5,058			1,178
Net Increase/(Decrease) in Net Assets		331,447,195			(26,671,853	)
Net Assets:
Beginning of period		1,151,611,010			1,178,282,863
End of period (including undistributed net investment income of $243,397 and $0, respectively)	$	1,483,058,205		$	1,151,611,010

See accompanying notes to financial statements.

12

The Gabelli Equity Income Fund

Financial Highlights

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

			Income (Loss) from																													Ratios to Average Net Assets/
			Investment Operations								Distributions																					Supplemental Data
	Net Asset				Net Realized and			Total						Net											Net Asset					Net Assets
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)(b)		Period		Return†			(in 000’s)		Income			Expenses††			Rate†††
Class AAA
2010	$	17.14	$	0.23	$	1.64		$	1.87		$	(0.23	)		—		$	(0.13	)	$	(0.36	)	$	0.00	$	18.65		11.03	%	$	1,330,970		1.29	%		1.44	%		14	%
2009		18.00		0.21		(0.71	)		(0.50	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		17.14		(2.34	)		1,088,655		1.46			1.50			17
2008		22.98		0.18		(4.43	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00		18.00		(18.95	)		1,135,543		0.87			1.43			22
2007		20.23		0.22		3.37			3.59			(0.39	)		(0.45	)		—			(0.84	)		0.00		22.98		18.19			1,191,351		1.01			1.43			12
2006		18.72		0.38		1.68			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00		20.23		11.25			794,375		1.98			1.45			14
Class A
2010	$	17.09	$	0.24	$	1.63		$	1.87		$	(0.23	)		—		$	(0.13	)	$	(0.36	)	$	0.00	$	18.60		11.06	%	$	67,314		1.35	%		1.44	%		14	%
2009		17.95		0.21		(0.71	)		(0.50	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		17.09		(2.34	)		31,104		1.46			1.50			17
2008		22.91		0.18		(4.41	)		(4.23	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00		17.95		(18.92	)		22,979		0.88			1.43			22
2007		20.17		0.22		3.36			3.58			(0.39	)		(0.45	)		—			(0.84	)		0.00		22.91		18.20			15,313		1.00			1.43			12
2006		18.66		0.39		1.67			2.06			(0.36	)		(0.19	)		—			(0.55	)		0.00		20.17		11.29			8,379		2.02			1.45			14
Class B
2010	$	16.37	$	0.10	$	1.54		$	1.64		$	(0.23	)		—		$	(0.13	)	$	(0.36	)	$	0.00	$	17.65		10.13	%	$	141		0.56	%		2.19	%		14	%
2009		17.34		0.10		(0.71	)		(0.61	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		16.37		(3.07	)		114		0.73			2.25			17
2008		22.32		0.02		(4.27	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00		17.34		(19.54	)		252		0.12			2.18			22
2007		19.82		0.06		3.28			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00		22.32		17.28			344		0.29			2.18			12
2006		18.48		0.36		1.53			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00		19.82		10.46			352		1.91			2.20			14
Class C
2010	$	16.36	$	0.10	$	1.55		$	1.65		$	(0.23	)		—		$	(0.13	)	$	(0.36	)	$	0.00	$	17.65		10.20	%	$	43,429		0.61	%		2.19	%		14	%
2009		17.33		0.10		(0.71	)		(0.61	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		16.36		(3.07	)		22,919		0.70			2.25			17
2008		22.31		0.03		(4.28	)		(4.25	)		(0.17	)	$	(0.40	)		(0.16	)		(0.73	)		0.00		17.33		(19.55	)		18,547		0.13			2.18			22
2007		19.81		0.05		3.29			3.34			(0.39	)		(0.45	)		—			(0.84	)		0.00		22.31		17.29			17,279		0.24			2.18			12
2006		18.47		0.24		1.65			1.89			(0.36	)		(0.19	)		—			(0.55	)		0.00		19.81		10.46			8,044		1.26			2.20			14
Class I
2010	$	17.23	$	0.35	$	1.58		$	1.93		$	(0.23	)		—		$	(0.13	)	$	(0.36	)	$	0.00	$	18.80		11.32	%	$	41,204		1.92	%		1.19	%		14	%
2009		18.04		0.25		(0.70	)		(0.45	)		(0.21	)		—			(0.15	)		(0.36	)		0.00		17.23		(2.05	)		8,819		1.71			1.25			17
2008(c)		21.42		0.19		(3.30	)		(3.11	)		(0.14	)		—			(0.13	)		(0.27	)		0.00		18.04		(14.65	)		962		1.31	(d)		1.18	(d)		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.
††	The ratios include a reduction for custodian fee credits on cash balances maintained with the custodian (“Custodian Fee Credits”). Historically, the ratios reflected operating expenses before the reduction for Custodian Fee Credits. If the ratios did not reflect a reduction for Custodian Fee Credits, the ratios for the year ended September 30, 2006 would have been 1.46%, 1.46%, 2.21%, and 2.21% for Class AAA, Class A, Class B, and Class C, respectively. For the years ended September 30, 2010, 2009, 2008, and 2007, the effect of Custodian Fee Credits was minimal.
†††	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, and 2006 would have been 20%, and 34%, respectively.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Amount represents less than $0.005 per share.
(c)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(d)	Annualized.

See accompanying notes to financial statements.

13

The Gabelli Equity Income Fund
Notes to Financial Statements

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

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of 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 sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. 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.

14

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

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

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities and other financial instruments by inputs used to value the Fund’s investments as of September 30, 2010 is as follows:

	Valuation Inputs
	Level 1		Level 2 Other Significant			Level 3 Significant		Total Market Value
	Quoted Prices		Observable Inputs			Unobservable Inputs		at 9/30/10
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	4,609,400		—		$	0	$	4,609,400
Energy and Utilities: Electric		12,791,744		—			0		12,791,744
Energy and Utilities: Integrated		48,393,478	$	2,250			—		48,395,728
Publishing		1,485,149		—			17		1,485,166
Telecommunications		70,923,909		113,019			—		71,036,928
Other Industries (a)		1,290,396,198		—			—		1,290,396,198
Total Common Stocks		1,428,599,878		115,269			17		1,428,715,164
Preferred Stocks (a)		5,933,475		—			—		5,933,475
Rights (a)		387,660		—			—		387,660
Warrants (a)		—		0			—		0
Corporate Bonds		—		14,480,800			2		14,480,802
U.S. Government Obligations		—		31,440,537			—		31,440,537
TOTAL INVESTMENTS IN SECURITIES — ASSETS	$	1,434,921,013	$	46,036,606		$	19	$	1,480,957,638
OTHER FINANCIAL INSTRUMENTS:
ASSETS (Unrealized Appreciation): *
EQUITY CONTRACT:
Contract for Difference Swap Agreement	$	—	$	6,925		$	—	$	6,925
LIABILITIES (Unrealized Depreciation): *
EQUITY CONTRACT:
Contract for Difference Swap Agreement		—		(4,114	)		—		(4,114	)
TOTAL OTHER FINANCIAL INSTRUMENTS	$	—	$	2,811		$	—	$	2,811

(a)	Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
*	Other financial instruments are derivatives not reflected in the SOI, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation of the instrument.

The Fund did not have significant transfers between Level 1 and Level 2 during the year ended September 30, 2010.

15

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

The following table reconciles Level 3 investments for which significant unobservable inputs were used to determine fair value:

																			Net change
																			in unrealized
																			appreciation/
																			depreciation
																			during the
																			period on
							Change in												Level 3
	Balance		Accrued		Realized		unrealized			Net		Transfers		Transfers			Balance		investments
	as of		discounts/		gain/		appreciation/			purchases/		into		out of			as of		held at
	9/30/09		(premiums)		(loss)		depreciation†			(sales)		Level 3††		Level 3††			9/30/10		9/30/10†
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Broadcasting	$	0	$	—	$	—	$	—		$	—	$	—	$	—		$	0	$	—
Energy and Utilities: Electric		0		—		—		—			—		—		—			0		—
Publishing		—		—		—		(108	)		—		125		—			17		(108	)
Total Common Stocks		0		—		—		(108	)		—		125		—			17		(108	)
Warrants:
Broadcasting		3		—		—		—			—		—		(3	)		—		—
Corporate Bonds		—		—		—		(248	)		—		250		—			2		(248	)
TOTAL INVESTMENTS IN SECURITIES	$	3	$	—	$	—	$	(356	)	$	—	$	375	$	(3	)	$	19	$	(356	)

†	Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
††	The Fund’s policy is to recognize transfers into and transfers out of Level 3 as of the beginning of the reporting period.

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

Derivative Financial Instruments.

The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and

16

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

potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

The Fund’s derivative contracts held at September 30, 2010, if any, are not accounted for as hedging instruments under GAAP.

     Swap Agreements. The Fund may enter into equity and contract for difference swap transactions for the purpose of increasing the income of the Fund. 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 is 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. Depending on the general state of short-term interest rates and the returns on the Fund’s portfolio securities 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.

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 the 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.

The Fund has entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc. Details of the swaps at September 30, 2010 are as follows:

				Net Unrealized
Notional	Equity Security	Interest Rate/	Termination	Appreciation/
Amount	Received	Equity Security Paid	Date	Depreciation
	Market Value	One month LIBOR plus 90 bps plus
	Appreciation on:	Market Value Depreciation on:
$261,740 (140,000 Shares)	Rank Group plc	Rank Group plc	6/27/11	$	(4,114	)
182,584 (20,000 Shares)	Rolls-Royce Group plc	Rolls-Royce Group plc	6/27/11		6,925
				$	2,811

The Fund’s volume of activity in equity contract for difference swap agreements during the year ended September 30, 2010 had an average monthly notional amount of approximately $393,834.

As of September 30, 2010, the value of equity contract for difference swap agreements that were held with equity risk exposure can be found in the Statement of Assets and Liabilities under Assets, Unrealized appreciation on swap contracts and Liabilities, Unrealized depreciation on swap contracts.

For the year ended September 30, 2010, the effect of equity contract for difference swap agreements with equity risk exposure can be found in the Statement of Operations, under Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency, Net realized gain on swap contracts and Net change in unrealized appreciation/depreciation on swap contracts.

     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, and are included in unrealized appreciation/depreciation on futures contracts. The Fund recognizes a realized gain or loss when the contract is closed.

17

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

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. During the year ended September 30, 2010, the Fund had no investments in futures contracts.

     Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of 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. During the year ended September 30, 2010, the Fund had no investments in forward foreign exchange 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 broker retains collateral for the value of the open positions, which is adjusted periodically as the value of the position fluctuates. At September 30, 2010, the Fund had no investments in securities sold short.

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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 September 30, 2010, there were no open repurchase agreements.

18

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

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

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability 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.The Fund held no illiquid securities at September 30, 2010. For the restricted securities the Fund held as of September 30, 2010, refer to the Schedule of Investments.

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.

19

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

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

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations.

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to recharacterization of distributions, tax treatment of currency gains and losses, reclassifications of swaps, and reclassifications of gains on swaps. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2010, reclassifications were made to increase undistributed net investment income by $62,715 and to increase accumulated net realized loss on investments, swap contracts, and foreign currency transactions by $58,445, with an offsetting adjustment to paid-in capital.

The tax character of distributions paid during the years ended September 30, 2010 and September 30, 2009 was as follows:

	Year Ended		Year Ended
	September 30, 2010		September 30, 2009
Distributions paid from:
Ordinary income	$	16,886,496	$	13,400,745
Return of capital		10,052,858		9,715,970
Total distributions paid	$	26,939,354	$	23,116,715

The Fund has a fixed distribution policy. Under the policy, the Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital.The actual source of the distribution is determined after the end of the calendar year. Pursuant to this policy, distributions during the calendar year are made in excess of required distributions.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 pass through to shareholders all of its net realized long-term capital gains as a Capital Gain Dividend, subject to the maximum federal income tax rate of 15%, and may cause such gains to be treated as ordinary income subject to a maximum federal income tax rate of 35%. The Board continues to evaluate its distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future.The current annualized

20

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

rate is $0.36 per share. Any paid-in capital that is a component of a distribution is not sourced from realized gains of the Fund and that portion should not be considered as yield or total return from the Fund.

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

As of September 30, 2010, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforwards	$	(74,164,504	)
Net unrealized appreciation on investments		160,560,406
Post-October capital and currency loss deferral		(14,512,219	)
Other temporary differences*		(9,637	)
Total	$	71,874,046

* Other temporary differences are primarily due to swap payable adjustments, income from investments in hybrid securities, and cost basis adjustments on investments in securities.

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $74,164,504, which are available to reduce future required distributions of net capital gains to shareholders. $1,899,612 of the loss carryforward is available through 2017; $72,264,892 is available through 2018.

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, 2010, the Fund deferred capital losses of $14,442,132 and currency losses of $70,087.

At September 30, 2010, the differences between book basis and tax basis unrealized appreciation were primarily due to deferral of losses from wash sales for tax purposes, basis adjustments on investments in partnerships, and cost basis adjustments on investments in securities.

The following summarizes the tax cost of investments and the related net unrealized appreciation/depreciation at September 30, 2010:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	1,320,394,316	$	262,365,405	$	(101,802,083	)	$	160,563,322

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended September 30, 2010, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2010, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

21

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

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

The Corporation pays each Director who is not considered 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. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Co.”), an affiliate of the Adviser, serves as Distributor of the Fund. Under the Class AAA, Class A, Class B, and Class C Share Plans, payments are authorized to Gabelli & Co. at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2010, other than short-term securities and U.S. Government obligations, aggregated $405,168,803 and $182,451,536, respectively.

Sales of U.S. Government obligations for the year ended September 30, 2010, other than short-term obligations, aggregated $1,500,000.

6. Transactions with Affiliates. During the year ended September 30, 2010, the Fund paid brokerage commissions on security trades of $546,506 to Gabelli & Co. Additionally, Gabelli & Co. informed the Fund that it retained $57,646 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended September 30, 2010, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended September 30, 2010, 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 & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge

22

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

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 Class B CDSC is equal to a percentage declining from 5% of the lesser of the NAV per share at the date of the original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1.00% CDSC for one year after purchase. Class B Shares are available only through exchange of Class B Shares of other funds distributed by Gabelli & Co.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase.The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund. The redemption fees retained by the Fund during the years ended September 30, 2010 and September 30, 2009 amounted to $5,058 and $1,178, 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:

	Year Ended						Year Ended
	September 30, 2010						September 30, 2009
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		21,637,827		$	387,763,650			20,754,130		$	302,088,224
Shares issued upon reinvestment of distributions		1,300,877			23,212,884			1,423,010			20,241,888
Shares redeemed		(15,099,132	)		(269,309,008	)		(21,736,561	)		(303,932,376	)
Net increase		7,839,572		$	141,667,526			440,579		$	18,397,736
Class A
Shares sold		2,491,071		$	44,560,597			1,152,325		$	16,776,961
Shares issued upon reinvestment of distributions		46,493			828,020			36,073			513,106
Shares redeemed		(737,882	)		(13,033,171	)		(648,443	)		(9,253,366	)
Net increase		1,799,682		$	32,355,446			539,955		$	8,036,701
Class B
Shares sold		3,220		$	57,672			1,088		$	13,188
Shares issued upon reinvestment of distributions		157			2,655			316			4,257
Shares redeemed		(2,353	)		(38,556	)		(8,965	)		(127,915	)
Net increase/(decrease)		1,024		$	21,771			(7,561	)	$	(110,470	)
Class C
Shares sold		1,389,534		$	23,812,111			757,678		$	10,228,605
Shares issued upon reinvestment of distributions		30,202			512,405			29,522			402,548
Shares redeemed		(360,684	)		(6,081,032	)		(456,330	)		(6,042,038	)
Net increase		1,059,052		$	18,243,484			330,870		$	4,589,115
Class I
Shares sold		2,679,750		$	49,306,287			675,326		$	9,395,435
Shares issued upon reinvestment of distributions		24,314			438,095			5,494			84,446
Shares redeemed		(1,024,097	)		(18,414,653	)		(222,311	)		(3,125,181	)
Net increase		1,679,967		$	31,329,729			458,509		$	6,354,700

23

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

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

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

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

Morningstar Rating™ is based on risk-adjusted returns. The Overall Morningstar Rating is derived from a weighted average of the performance figures associated with a fund’s three, five, and ten year (if applicable) Morningstar Rating metrics. For funds with at least a three year history, a Morningstar Rating is based on a risk-adjusted return measure (including the effects of sales charges, loads, and redemption fees) placing more emphasis on downward variations and rewarding consistent performance. That accounts for variations in a fund’s monthly performance. The top 10% of funds in each category receive 5 stars, the next 22.5% 4 stars, the next 35% 3 stars, the next 22.5% 2 stars, and the bottom 10% 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Morningstar Rating is for the AAA Share class only; other classes may have different performance characteristics. Ratings reflect relative performance. Results for certain periods were negative. ^©2010 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

24

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Equity Income Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Equity Income Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2010, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Equity Income Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2010

25

The Gabelli Equity Income Fund
Additional Fund Information (Unaudited)

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

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTORS4:
Mario J. Gabelli Director and Chief Investment Officer Age: 68	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds complex; Chief Executive Officer and Chief Investment Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 66	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 74	Since 1991		34	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 66	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 71	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 42	Since 2009		9	President of Advanced Polymer, Inc.	—
Anthony R. Pustorino Director Age: 85	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 76	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 64	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Harbor BioSciences, Inc. (biotechnology); Director of Trans-Lux Corporation (business services); Director and Chief Executive Officer of General Employment Enterprises, Inc. (staffing)

26

The Gabelli Equity Income Fund
Additional Fund Information (Unaudited) (Continued)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 58	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Director of Teton Advisors, Inc. since 1998; Chairman of Teton Advisors, Inc. 2008 to 2010; President of Teton Advisors, Inc. 1998 through 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 52	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005
Peter D. Goldstein Chief Compliance Officer Age: 57	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

2010 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended September 30, 2010, the Fund paid to shareholders ordinary income distributions (comprised of net investment income) totaling $0.226, $0.226, $0.226, $0.226, and $0.226 per share for Class AAA, Class A, Class B, Class C, and Class I, respectively. For the year ended September 30, 2010, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution (excluding return of capital distributions) as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 3% of the ordinary income distribution as qualified interest income pursuant to the American Jobs Creation Act of 2004.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the year ended September 30, 2010 which was derived from U.S. Treasury securities was 0.12%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Gabelli Equity Income Fund did not meet this strict requirement in 2010. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

27

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 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA

Chairman and Chief

Executive Officer

GAMCO Investors, Inc.

Anthony J. Colavita

President

Anthony J. Colavita, P.C.

Vincent D. Enright

Former Senior Vice President

and Chief Financial Officer

KeySpan Corp.

John D. Gabelli

Senior Vice President

Gabelli & Company, Inc.

Robert J. Morrissey

Attorney-at-Law

Morrissey, Hawkins & Lynch

Kuni Nakamura

President

Advanced Polymer, Inc.

Anthony R. Pustorino

Certified Public Accountant,

Professor Emeritus

Pace University

Anthonie C. van Ekris

Chairman

BALMAC International, Inc.

Salvatore J. Zizza

Chairman

Zizza & Co., Ltd.

Officers

Bruce N. Alpert

President and Secretary

Peter D. Goldstein

Chief Compliance Officer

Agnes Mullady

Treasurer

Distributor
Gabelli & Company, Inc.

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

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

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

GAB444Q310SR

The Gabelli Equity Income Fund

Morningstar^® rated The Gabelli Equity Income Fund
Class AAA Shares 5 stars overall and
5 stars for the three, five and ten year periods ended
September 30, 2010 among 1,127; 1,127; 942; and
490 Large Value funds, respectively.

ANNUAL REPORT
SEPTEMBER 30, 2010

The Gabelli Woodland Small Cap Value Fund

Annual Report — September 30, 2010
Elizabeth M. Lilly, CFA

To Our Shareholders,

     For the fiscal year ended September 30, 2010, the net asset value (“NAV”) per share of The Gabelli Woodland Small Cap Value Fund’s (the “Fund”) (Class AAA) rose 12.9%, versus 13.4% for the Russell 2000 Index.

     Enclosed are the investment portfolio and financial statements for the fiscal year ended September 30, 2010.

Comparative Results

Average Annual Returns through September 30, 2010 (a)(b)

													Since
													Inception
	Quarter			1 Year			3 Year			5 Year			(12/31/02)
Gabelli Woodland Small Cap Value Fund Class AAA		15.10	%		12.91	%		(3.74	)%		1.42	%		6.76	%
Russell 2000 Index		11.29			13.35			(4.29	)		1.60			9.00
Class A		15.11			12.94			(3.74	)		1.45			6.80
		8.49	(c)		6.45	(c)		(5.67	)(c)		0.22	(c)		5.96	(c)
Class C		14.90			12.11			(4.43	)		0.68			6.04
		13.90	(d)		11.11	(d)		(4.43	)		0.68			6.04
Class I		15.13			13.24			(3.53	)		1.55			6.85

In the current prospectus, the gross expense ratios for Class AAA, A, C, and I Shares are 3.34%, 3.34%, 4.09%, and 3.09%, respectively. The net expense ratios after contractual reimbursements by Gabelli Funds, LLC (the “Adviser”) in place through January 31, 2011 are 2.01%, 2.01%, 2.76%, and 1.76%, respectively. The maximum sales charge for Class A and C Shares is 5.75% and 1.00%, respectively. Class AAA and Class I Shares do not have a sales charge.

(a)	Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of distributions and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. Performance returns for periods 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 information about this and other matters and should be read carefully before investing. The Class AAA Shares NAVs per share are used to calculate performance for the periods prior to the issuance of Class 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 is an unmanaged indicator of stock market performance. Dividends are considered reinvested. You cannot directly invest in an index.
(b)	The Fund’s fiscal year ends September 30.
(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 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.

Performance Discussion

     The Fund’s Class AAA Shares rose 12.9% for the fiscal year ended September 30, 2010 versus the Russell 2000 Index that increased 13.4% for the same time period.

     The past several months in the market have been volatile. The substantial gain we experienced in the Fund’s second fiscal quarter, only to then experience a significant decline in the third quarter, violently reversed itself in the fourth quarter. Unfortunately, we do not think the volatility of the market will subside anytime soon. The burgeoning field of macro hedge funds/Exchange Traded Funds (“ETFs”) employ macro based strategies that are driving the tremendous day to day volatility. The other significant factor driving the volatility is the strife in Washington, D. C. and within the U.S. government.

     The bigger issue today is the outlook for the economy and our investments. We believe that the economy is incrementally improving. An encouraging sign is the Fifth Wave of merger and acquisition activity, which began early in 2010 and gained momentum only this past quarter.

     As always, your portfolio continues to be constructed with a fundamental bottom up investment approach. Therefore, we do not have a Fund that will mirror the performance of the Russell 2000. What we do own is a collection of good businesses that generate free cash flow which we believe are operated by honest and talented management teams, and are disciplined in their capital allocation decisions.

     During the past year, we had several investments that added to our overall performance. Three of the more significant contributors were CPI Corp. (1.5% of net assets as of September 30, 2010), TriMas Corporation (1.2%), and Hawk Corporation (1.1%).

     Our weaker performing stocks during the year were Harsco Corporation (1.3%), Albany International Corp. (1.3%), and SurModics, Inc. (1.1%).

We appreciate your loyalty and support in these volatile markets.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GABELLI
WOODLAND SMALL CAP VALUE FUND CLASS AAA AND THE RUSSELL 2000 INDEX

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

2

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

For the Six Month Period from April 1, 2010 through September 30, 2010 Expense Table

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The “Annualized Expense Ratio” represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended September 30, 2010.

	Beginning		Ending		Annualized			Expenses
	Account Value		Account Value		Expense			Paid During
	4/01/10		9/30/10		Ratio			Period*
The Gabelli Woodland Small Cap Value Fund
Actual Fund Return
Class AAA	$	1,000.00	$	1,004.50		2.02	%	$	10.15
Class A	$	1,000.00	$	1,004.50		2.02	%	$	10.15
Class C	$	1,000.00	$	1,001.20		2.77	%	$	13.90
Class I	$	1,000.00	$	1,005.60		1.77	%	$	8.90
Hypothetical 5% Return
Class AAA	$	1,000.00	$	1,014.94		2.02	%	$	10.20
Class A	$	1,000.00	$	1,014.94		2.02	%	$	10.20
Class C	$	1,000.00	$	1,011.18		2.77	%	$	13.97
Class I	$	1,000.00	$	1,016.19		1.77	%	$	8.95

* 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 (183 days), then divided by 365.

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2010:

The Gabelli Woodland Small Cap Value Fund

Diversified Industrial	14.6	%
Computer Software and Services	12.6	%
Health Care	10.0	%
Business Services	9.8	%
Equipment and Supplies	7.1	%
Specialty Chemicals	5.5	%
Consumer Products	5.1	%
Financial Services	4.9	%
Telecommunications	4.8	%
Machinery	4.6	%
Aerospace	4.0	%
Food and Beverage	2.7	%
Consumer Services	2.5	%
Retail	2.4	%
Restaurants	2.3	%
Energy and Utilities	2.3	%
Hotels and Gaming	2.1	%
Publishing	1.5	%
Entertainment	1.1	%
Transportation	0.8	%
Automotive: Parts and Accessories	0.6	%
Other Assets and Liabilities (Net)	(1.3	)%
	100.0	%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q, the last of which was filed for the quarter ended June 30, 2010. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting

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

4

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS — 101.3%
		Aerospace — 4.0%
	5,300	Herley Industries Inc.†	$	75,929	$	87,450
	3,420	Kaman Corp.		88,418		89,638
	3,200	Spirit Aerosystems Holdings Inc., Cl. A†		48,500		63,776
				212,847		240,864
		Automotive: Parts and Accessories — 0.6%
	1,800	Federal-Mogul Corp.†		23,085		34,038
		Business Services — 9.8%
	3,258	Ascent Media Corp., Cl. A†		87,849		87,021
	4,390	Deluxe Corp.		69,742		83,981
	8,150	Edgewater Technology Inc.†		58,199		22,168
	4,000	Intermec Inc.†		98,702		49,040
	3,000	Liquidity Services Inc.†		24,634		48,030
	2,700	Macquarie Infrastucture Co. LLC†		41,827		41,850
	12,800	PRGX Global Inc.†		59,917		72,576
	10,000	S1 Corp.†		62,888		52,100
	6,333	Safeguard Scientifics Inc.†		51,503		79,352
	2,520	The Brink’s Co.		75,254		57,960
				630,515		594,078
		Computer Software and Services — 12.6%
	5,500	Dynamics Research Corp.†		49,049		56,540
	2,800	Fair Isaac Corp.		42,306		69,048
	10,410	Lawson Software Inc.†		76,460		88,173
	5,500	Mercury Computer Systems Inc.†		72,380		66,165
	2,000	MICROS Systems Inc.†		41,540		84,660
	2,340	MTS Systems Corp.		83,850		72,540
	4,500	Rimage Corp.†		76,334		73,980
	5,100	Schawk Inc.		75,040		94,146
	16,000	Tier Technologies Inc.†		147,106		88,640
	8,800	TransAct Technologies Inc.†		26,149		70,400
				690,214		764,292
		Consumer Products — 5.1%
	2,270	Alberto-Culver Co.		49,353		85,465
	12,000	Alliance One International Inc.†		58,317		49,800
	1,085	Church & Dwight Co. Inc.		32,590		70,460
	11,600	Kid Brands Inc.†		58,691		99,760
				198,951		305,485
		Consumer Services — 2.5%
	3,500	CPI Corp.		80,745		90,580
	1,600	Steiner Leisure Ltd.†		74,445		60,960
				155,190		151,540
		Diversified Industrial — 14.6%
	2,100	AEP Industries Inc.†		79,468		49,602
	4,000	Albany International Corp., Cl. A		89,332		75,680
	20,000	Graphic Packaging Holding Co.†		71,355		66,800
	5,957	Griffon Corp.†		51,420		72,616
	3,300	Harsco Corp.		78,992		81,114
	1,500	Hawk Corp., Cl. A†		42,209		64,905
	2,200	L.B. Foster Co., Cl. A†		60,598		63,668
	2,900	OSI Systems Inc.†		35,116		105,328
	2,000	Raven Industries Inc.		39,770		75,780
	20,040	Technitrol Inc.		99,596		88,376
	1,600	Texas Industries Inc.		40,337		50,432
	8,000	Vishay Intertechnology Inc.†		49,879		77,440
	571	Vishay Precision Group Inc.†		4,929		8,913
				743,001		880,654
		Energy and Utilities — 2.3%
	5,075	Juhl Wind Inc.†		11,025		6,090
	4,000	Northern Oil and Gas Inc.†		49,711		67,760
	2,170	PICO Holdings Inc.†		70,399		64,796
				131,135		138,646
		Entertainment — 1.1%
	6,500	Take-Two Interactive Software Inc.†		63,637		65,910
		Equipment and Supplies — 7.1%
	3,200	Actuant Corp., Cl. A		50,801		73,472
	13,700	Gerber Scientific Inc.†		44,090		84,529
	3,350	GrafTech International Ltd.†		55,207		52,361
	2,650	Mine Safety Appliances Co.		65,323		71,815
	1,930	Powell Industries Inc.†		38,791		60,062
	1,550	The Toro Co.		48,979		87,157
				303,191		429,396
		Financial Services — 4.9%
	1,400	Cash America International Inc.		50,543		49,000
	1,430	HMN Financial Inc.†		50,068		4,655
	6,700	NewAlliance Bancshares Inc.		97,054		84,554
	11,600	Sanders Morris Harris Group Inc.		61,656		65,656
	5,600	TCF Financial Corp.		79,527		90,664
				338,848		294,529
		Food and Beverage — 2.7%
	5,500	Constellation Brands Inc., Cl. A†		70,562		97,295
	1,100	The J.M. Smucker Co.		52,808		66,583
				123,370		163,878

See accompanying notes to financial statements.

5

The Gabelli Woodland Small Cap Value Fund
Schedule of Investments (Continued) — September 30, 2010

					Market
Shares			Cost		Value
		COMMON STOCKS (Continued)
		Health Care — 10.0%
	6,200	AtriCure Inc.†	$	30,842	$	49,228
	1,300	Chemed Corp.		54,426		74,061
	60,300	Hooper Holmes Inc.†		61,785		42,210
	4,100	Immucor Inc.†		75,134		81,303
	3,000	IRIS International Inc.†		31,000		28,800
	8,740	Rochester Medical Corp.†		104,725		95,353
	5,500	SurModics Inc.†		73,139		65,560
	1,000	Techne Corp.		58,834		61,730
	3,500	Transcend Services Inc.†		45,829		53,375
	1,480	West Pharmaceutical Services Inc.		60,856		50,779
				596,570		602,399
		Hotels and Gaming — 2.1%
	2,520	Gaylord Entertainment Co.†		20,724		76,860
	4,400	Pinnacle Entertainment Inc.†		34,849		49,060
				55,573		125,920
		Machinery — 4.6%
	4,964	Key Technology Inc.†		52,978		64,135
	2,730	Robbins & Myers Inc.		53,987		73,109
	5,000	TriMas Corp.†		50,158		74,250
	900	Valmont Industries Inc.		48,651		65,160
				205,774		276,654
		Publishing — 1.5%
	3,200	Scholastic Corp.		41,446		89,024
		Restaurants — 2.3%
	1,440	DineEquity Inc.†		55,256		64,771
	8,000	Famous Dave’s of America Inc.†		49,700		76,080
				104,956		140,851
		Retail — 2.4%
	800	J. Crew Group Inc.†		9,599		26,896
	3,900	Penske Automotive Group Inc.†		64,036		51,480
	3,400	Regis Corp.		64,374		65,042
				138,009		143,418
		Specialty Chemicals — 5.5%
	4,000	A. Schulman Inc.		77,233		80,600
	660	FMC Corp.		26,045		45,150
	2,850	H.B. Fuller Co.		63,386		56,630
	8,000	PolyOne Corp.†		55,196		96,720
	1,700	Quaker Chemical Corp.		44,936		55,352
				266,796		334,452
		Telecommunications — 4.8%
	1,400	Atlantic Tele-Network Inc.		69,565		68,936
	2,100	CommScope Inc.†		55,030		49,854
	7,400	HickoryTech Corp.		56,094		63,122
	2,400	j2 Global Communications Inc.†		50,715		57,096
	4,500	Neutral Tandem Inc.†		56,970		53,775
				288,374		292,783
		Transportation — 0.8%
	8,000	Air Transport Services Group Inc.†		50,480		48,720
		TOTAL COMMON STOCKS		5,361,962		6,117,531
		TOTAL INVESTMENTS — 101.3%	$	5,361,962		6,117,531
		Other Assets and Liabilities (Net) — (1.3)%				(76,489	)
		NET ASSETS — 100.0%			$	6,041,042

† Non-income producing security.

See accompanying notes to financial statements.

6

The Gabelli Woodland Small Cap Value Fund

Statement of Assets and Liabilities
September 30, 2010

Assets:
Investments, at value (cost $5,361,962)	$	6,117,531
Cash		28,569
Receivable for investments sold		27,607
Receivable for Fund shares sold		5,982
Receivable from Adviser		5,531
Dividends receivable		5,312
Prepaid expenses		14,289
Total Assets		6,204,821
Liabilities:
Payable for investments purchased		112,807
Payable for Fund shares redeemed		3,765
Payable for distribution fees		1,249
Payable for legal and audit fees		28,883
Payable for shareholder communications expenses		12,854
Other accrued expenses		4,221
Total Liabilities		163,779
Net Assets applicable to 678,047 shares outstanding	$	6,041,042
Net Assets Consist of:
Paid-in capital	$	6,176,590
Accumulated net realized loss on investments		(891,117	)
Net unrealized appreciation on investments		755,569
Net Assets	$	6,041,042
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($5,739,031 ÷ 643,393 shares outstanding; 100,000,000 shares authorized)	$	8.92
Class A:
Net Asset Value and redemption price per share ($116,314 ÷ 12,935 shares outstanding; 50,000,000 shares authorized)	$	8.99
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	9.54
Class C:
Net Asset Value and offering price per share ($119,310 ÷ 14,329 shares outstanding; 50,000,000 shares authorized)	$	8.33	(a)
Class I:
Net Asset Value, offering, and redemption price per share ($66,387 ÷ 7,390 shares outstanding; 50,000,000 shares authorized)	$	8.98
(a)   Redemption price varies based on the length of time held.
Statement of Operations For the Year Ended September 30, 2010
Investment Income:
Dividends	$	40,282
Interest		132
Total Investment Income		40,414
Expenses:
Investment advisory fees		59,473
Distribution fees — Class AAA		14,186
Distribution fees — Class A		198
Distribution fees — Class C		1,237
Registration expenses		33,310
Legal and audit fees		22,224
Shareholder communications expenses		20,303
Shareholder services fees		12,908
Custodian fees		11,163
Interest expense		689
Directors’ fees		203
Miscellaneous expenses		8,910
Total Expenses		184,804
Less:
Fees waived and expenses reimbursed by Adviser (See Note 3)		(64,417	)
Net Expenses		120,387
Net Investment Loss		(79,973	)
Net Realized and Unrealized Gain on Investments:
Net realized gain on investments		613,259
Net change in unrealized appreciation on investments		177,018
Net Realized and Unrealized Gain on Investments		790,277
Net Increase in Net Assets Resulting from Operations	$	710,304

See accompanying notes to financial statements.

7

The Gabelli Woodland Small Cap Value Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2010			September 30, 2009
Operations:
Net investment loss	$	(79,973	)	$	(50,257	)
Net realized gain/(loss) on investments		613,259			(1,491,355	)
Net change in unrealized appreciation on investments		177,018			509,146
Net Increase/(Decrease) in Net Assets Resulting from Operations		710,304			(1,032,466	)
Distributions to Shareholders:
Net realized gain
Class AAA		—			(301,983	)
Class A		—			(2,225	)
Class B		—			(7	)
Class C		—			(6,124	)
Class I		—			(3,246	)
Total Distributions to Shareholders		—			(313,585	)
Capital Share Transactions:
Class AAA		(406,637	)		(556,713	)
Class A		59,906			5,845
Class B		(154	)*		7
Class C		(14,730	)		(2,199	)
Class I		(998	)		(3,163	)
Net Decrease in Net Assets from Capital Share Transactions		(362,613	)		(556,223	)
Redemption Fees		—			7
Net Increase/(Decrease) in Net Assets		347,691			(1,902,267	)
Net Assets:
Beginning of period		5,693,351			7,595,618
End of period (including undistributed net investment income of $0 and $0, respectively)	$	6,041,042		$	5,693,351

* Class B Shares were fully redeemed and closed on February 2, 2010.

See accompanying notes to financial statements.

8

The Gabelli Woodland Small Cap Value Fund
Financial Highlights

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

			Income (Loss) from																											Ratios to Average Net Assets/
			Investment Operations									Distributions																		Supplemental Data
	Net Asset		Net			Net Realized and			Total						Net								Net Asset					Net Assets		Net			Expenses Net of			Expenses 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)			Investments			Operations			Income			Investments			Distributions			Fees(a)(b)		Period		Return†			(in 000’s)		(Loss)(c)			ments(d)			ments(e)			Rate
Class AAA
2010	$	7.90	$	(0.11	)	$	1.13		$	1.02			—			—			—			—	$	8.92		12.91	%	$	5,739		(1.33	)%		2.01	%		3.09	%		61	%
2009		9.30		(0.07	)		(0.92	)		(0.99	)		—		$	(0.41	)	$	(0.41	)	$	0.00		7.90		(8.99	)		5,462		(1.04	)		2.01			3.34			62
2008		12.61		(0.08	)		(1.43	)		(1.51	)		—			(1.80	)		(1.80	)		0.00		9.30		(13.20	)		7,327		(0.80	)		2.01			2.52			58
2007		13.35		0.05			2.44			2.49		$	(0.06	)		(3.17	)		(3.23	)		0.00		12.61		20.71			9,040		0.38			2.01			2.33			51
2006		14.64		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00		13.35		(0.35	)		9,137		(0.84	)		2.01			2.31			59
Class A
2010	$	7.96	$	(0.11	)	$	1.14		$	1.03			—			—			—			—	$	8.99		12.94	%	$	116		(1.27	)%		2.01	%		3.09	%		61	%
2009		9.37		(0.07	)		(0.93	)		(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00		7.96		(9.04	)		50		(1.06	)		2.01			3.34			62
2008		12.69		(0.08	)		(1.44	)		(1.52	)		—			(1.80	)		(1.80	)		0.00		9.37		(13.19	)		51		(0.80	)		2.01			2.52			58
2007		13.36		0.13			2.39			2.52		$	(0.02	)		(3.17	)		(3.19	)		0.00		12.69		20.94			65		1.00			2.01			2.33			51
2006		14.65		(0.12	)		0.07			(0.05	)		—			(1.24	)		(1.24	)		0.00		13.36		(0.36	)		100		(0.83	)		2.01			2.31			59
Class C
2010	$	7.43	$	(0.16	)	$	1.06		$	0.90			—			—			—			—	$	8.33		12.11	%	$	119		(2.09	)%		2.76	%		3.84	%		61	%
2009		8.84		(0.11	)		(0.89	)		(1.00	)		—		$	(0.41	)	$	(0.41	)	$	0.00		7.43		(9.61	)		122		(1.78	)		2.76			4.09			62
2008		12.16		(0.15	)		(1.37	)		(1.52	)		—			(1.80	)		(1.80	)		0.00		8.84		(13.86	)		146		(1.58	)		2.76			3.27			58
2007		13.00		(0.03	)		2.36			2.33			—			(3.17	)		(3.17	)		0.00		12.16		19.84			295		(0.26	)		2.76			3.08			51
2006		14.39		(0.21	)		0.06			(0.15	)		—			(1.24	)		(1.24	)		0.00		13.00		(1.11	)		425		(1.58	)		2.76			3.06			59
Class I
2010	$	7.93	$	(0.09	)	$	1.14		$	1.05			—			—			—			—	$	8.98		13.24	%	$	67		(1.09	)%		1.76	%		2.84	%		61	%
2009		9.31		(0.05	)		(0.92	)		(0.97	)		—		$	(0.41	)	$	(0.41	)	$	0.00		7.93		(8.76	)		59		(0.79	)		1.76			3.09			62
2008(f)		9.41		(0.03	)		(0.07	)		(0.10	)		—			—			—			0.00		9.31		(1.06	)		72		(0.44	)(g)		1.76	(g)		2.27	(g)		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.
(a)	Per share amounts have been calculated using the average shares outstanding method.
(b)	Amount represents less than $0.005 per share.
(c)	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.
(d)	The Fund incurred interest expense during the years ended September 30, 2010, 2009, 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%, 2.00%, and 2.00% (Class AAA and Class A), 2.75%, 2.75%, 2.75%, 2.75%, and 2.75% (Class C), 1.75%, 1.75%, and 1.75% (Class I), respectively.
(e)	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.
(f)	From the commencement of offering Class I Shares on January 11, 2008 through September 30, 2008.
(g)	Annualized.

See accompanying notes to financial statements.

9

The Gabelli Woodland Small Cap Value Fund

Notes to Financial Statements

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 less. The Fund commenced investment operations on December 31, 2002.

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

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of 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 sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

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

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

10

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of September 30, 2010 is as follows:

	Investments in
	Securities
	(Market Value)
Valuation Inputs	Assets
Level 1 — Quoted Prices*	$	6,117,531

* Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

The Fund did not have significant transfers between Level 1 and Level 2 during the year ended September 30, 2010.

There were no Level 3 investments held at September 30, 2010 or September 30, 2009.

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

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 receive and maintain securities as collateral whose market value is not less than their repurchase price. 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 September 30, 2010, there were no open repurchase agreements.

11

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

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial 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 net asset value (“NAV”) per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in “interest expense” in the Statement of Operations. There were no custodian fee credits earned during the year ended September 30, 2010.

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 GAAP. 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. Permanent differences were primarily due to a write-off of the current year net operating loss. These reclassifications have no impact on the NAV of the Fund. For the year ended September 30, 2010, reclassifications were made to decrease accumulated net investment loss by $79,973, with an offsetting adjustment to paid-in capital.

12

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

No distributions were made during the year ended September 30, 2010. The tax character of distributions paid during the year ended September 30, 2009 was as follows:

	Year Ended
	September 30, 2009
Distributions paid from:
Net long-term capital gains	$	313,533
Return of capital		52
Total distributions paid	$	313,585

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

As of September 30, 2010, the components of accumulated earnings/losses on a tax basis were as follows:

Accumulated capital loss carryforward	$	(874,666	)
Net unrealized appreciation on investments		739,118
Total	$	(135,548	)

At September 30, 2010, the Fund had net capital loss carryforwards for federal income tax purposes of $874,666, which are available to reduce future required distributions of net capital gains to shareholders. $279,714 of the loss carryforward is available through 2017; $594,952 is available through 2018.

At September 30, 2010, the differences between book basis and tax basis unrealized appreciation were primarily due to deferral of losses from wash sales for tax purposes.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2010:

			Gross		Gross
			Unrealized		Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Investments	$	5,378,413	$	1,181,527	$	(442,409	)	$	739,118

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended September 30, 2010, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2010, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2007 through September 30, 2010 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

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

13

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

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 of the Fund (exclusive of brokerage fees, interest, taxes, and extraordinary expenses) at 2.00%, 2.00%, 2.75%, and 1.75%, respectively, of Class AAA, Class A, Class C, and Class I Shares’ average daily net assets through January 31, 2011. For the year ended September 30, 2010, the Adviser reimbursed the Fund in the amount of $64,417.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 fell below those percentages of average daily net assets for those respective share classes. At September 30, 2010, the cumulative amount which the Fund may repay the Adviser is $127,913.

For the year ended September 30, 2009, expiring September 30, 2011	$	63,496
For the year ended September 30, 2010, expiring September 30, 2012		64,417
	$	127,913

The Corporation pays each Director who is not considered 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. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. (“Gabelli & Co.”), an affiliate of the Adviser, serves as Distributor of the Fund. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to Gabelli & Co. at annual rates of 0.25%, 0.25%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities for the year ended September 30, 2010, other than short-term securities and U.S. Government obligations, aggregated $3,554,407 and $3,841,528, respectively.

6. Transactions with Affiliates. During the year ended September 30, 2010, Gabelli & Co. informed the Fund that it retained $473 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR plus 125 basis points or the sum of the federal funds rate plus 125 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2010, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the year ended September 30, 2010 was $22,974 with a weighted average interest rate of 1.47%. The maximum amount borrowed at any time during the year ended September 30, 2010 was $211,000.

14

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

8. Capital Stock. The Fund offers four classes of shares — Class AAA Shares, Class A Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from Gabelli & Co., through selected broker/dealers, or the transfer agent. Class I Shares are offered through Gabelli & Co. and selected broker/dealers to foundations, endowments, institutions, and employee benefit plans without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares were fully redeemed on February 2, 2010. Class C Shares are subject to a 1.00% contingent deferred sales charge based on the lesser of the NAV per share at the date of original purchase or at the date of redemption for one year after purchase.

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 Fund did not retain any redemption fees during the year ended September 30, 2010. The redemption fees retained by the Fund during the year ended September 30, 2009 amounted to $7. 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:

	Year Ended						Year Ended
	September 30, 2010						September 30, 2009
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		68,072		$	578,213			157,059		$	959,441
Shares issued upon reinvestment of distributions		—			—			50,701			290,012
Shares redeemed		(116,302	)		(984,850	)		(304,082	)		(1,806,166	)
Net decrease		(48,230	)	$	(406,637	)		(96,322	)	$	(556,713	)
Class A
Shares sold		6,735		$	60,906			463		$	3,620
Shares issued upon reinvestment of distributions		—			—			386			2,225
Shares redeemed		(104	)		(1,000	)		—			—
Net increase		6,631		$	59,906			849		$	5,845
Class B*
Shares issued upon reinvestment of distributions		—			—			2		$	7
Shares redeemed		(19	)	$	(154	)		—			—
Net increase/(decrease)		(19	)	$	(154	)		2		$	7
Class C
Shares sold		—			—			9,388		$	50,275
Shares issued upon reinvestment of distributions		—			—			1,132			6,124
Shares redeemed		(2,051	)	$	(14,730	)		(10,624	)		(58,598	)
Net decrease		(2,051	)	$	(14,730	)		(104	)	$	(2,199	)
Class I
Shares sold		3,772		$	31,966			4,217		$	27,230
Shares issued upon reinvestment of distributions		—			—			567			3,246
Shares redeemed		(3,862	)		(32,964	)		(5,044	)		(33,639	)
Net decrease		(90	)	$	(998	)		(260	)	$	(3,163	)

* Class B Shares were fully redeemed on February 2, 2010.

15

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

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

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

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

16

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
The Gabelli Woodland Small Cap Value Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Woodland Small Cap Value Fund (the “Fund”), a series of Gabelli Equity Series Funds, Inc., as of September 30, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2010, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Gabelli Woodland Small Cap Value Fund, a series of Gabelli Equity Series Funds, Inc., at September 30, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
November 24, 2010

17

The Gabelli Woodland Small Cap Value Fund
Additional Fund Information (Unaudited)

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

Name, Position(s)	Term of Office	Number of Funds
Address1	and Length of	in Fund Complex		Principal Occupation(s)	Other Directorships
and Age	Time Served2	Overseen by Director		During Past Five Years	Held by Director3
INTERESTED DIRECTORS4:
Mario J. Gabelli Director and Chief Investment Officer Age: 68	Since 1991		26	Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Chief Investment Officer—Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds complex; Chief Executive Officer and Chief Investment Officer of GGCP, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications)
John D. Gabelli Director Age: 66	Since 1991		10	Senior Vice President of Gabelli & Company, Inc.	—
INDEPENDENT DIRECTORS5:
Anthony J. Colavita Director Age: 74	Since 1991		34	President of the law firm of Anthony J. Colavita, P.C.	—
Vincent D. Enright Director Age: 66	Since 1991		16	Former Senior Vice President and Chief Financial Officer of KeySpan Corporation (public utility) (1994—1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics)
Robert J. Morrissey Director Age: 71	Since 1991		6	Partner in the law firm of Morrissey, Hawkins & Lynch	—
Kuni Nakamura Director Age: 42	Since 2009		9	President of Advanced Polymer, Inc.	—
Anthony R. Pustorino Director Age: 85	Since 1991		13	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing)
Anthonie C. van Ekris Director Age: 76	Since 1991		20	Chairman of BALMAC International, Inc. (commodities and futures trading)	—
Salvatore J. Zizza Director Age: 64	Since 2001		28	Chairman of Zizza & Company, Ltd. (consulting)	Director of Harbor BioSciences, Inc. (biotechnology); Director of Trans-Lux Corporation (business services); Director and Chief Executive Officer of General Employment Enterprises, Inc. (staffing)

18

The Gabelli Woodland Small Cap Value Fund
Additional Fund Information (Unaudited) (Continued)

Name, Position(s)	Term of Office
Address1	and Length of	Principal Occupation(s)
and Age	Time Served2	During Past Five Years
OFFICERS:
Bruce N. Alpert President and Secretary Age: 58	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988 and an officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Director of Teton Advisors, Inc. since 1998; Chairman of Teton Advisors, Inc. 2008 to 2010; President of Teton Advisors, Inc. 1998 through 2008; Senior Vice President of GAMCO Investors, Inc. since 2008
Agnes Mullady Treasurer Age: 52	Since 2006	Senior Vice President of GAMCO Investors, Inc. since 2009, Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex; Senior Vice President of U.S. Trust Company, N.A. and Treasurer and Chief Financial Officer of Excelsior Funds from 2004 through 2005
Peter D. Goldstein Chief Compliance Officer Age: 57	Since 2004	Director of Regulatory Affairs at GAMCO Investors, Inc. since 2004; Chief Compliance Officer of all of the registered investment companies in the Gabelli/GAMCO Funds complex

1	Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2	Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Corporation’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
3	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act.
4	“Interested person” of the Fund as defined in the Investment Company Act of 1940. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.
5	Directors who are not interested persons are considered “Independent” Directors.

19

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 7:00 P.M.

Board of Directors

Mario J. Gabelli, CFA

Chairman and Chief

Executive Officer

GAMCO Investors, Inc.

Anthony J. Colavita

President

Anthony J. Colavita, P.C.

Vincent D. Enright

Former Senior Vice President

and Chief Financial Officer

KeySpan Corp.

John D. Gabelli

Senior Vice President

Gabelli & Company, Inc.

Robert J. Morrissey

Attorney-at-Law

Morrissey, Hawkins & Lynch

Kuni Nakamura

President

Advanced Polymer, Inc.

Anthony R. Pustorino

Certified Public Accountant,

Professor Emeritus

Pace University

Anthonie C. van Ekris

Chairman

BALMAC International, Inc.

Salvatore J. Zizza

Chairman

Zizza & Co., Ltd.

Officers

Bruce N. Alpert

President and Secretary

Peter D. Goldstein

Chief Compliance Officer

Agnes Mullady

Treasurer

Distributor
Gabelli & Company, Inc.

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

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

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

GAB840Q310SR

The Gabelli Woodland Small Cap Value Fund

ANNUAL REPORT
SEPTEMBER 30, 2010

Item 2. Code of Ethics.

(a)	The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c)	There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d)	The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s board of directors has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent.”

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $103,850 in 2009 and $106,850 in 2010.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 in 2009 and $0 in 2010.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $12,900 in 2009 and $17,900 in 2010. Tax fees represent tax compliance services provided in connection with the review of the Registrant’s tax returns.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2009 and $0 in 2010.

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

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

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

(b) N/A

(c) 100%

(d) N/A

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

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $12,900 in 2009 and $17,900 in 2010.

(h)

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

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a)	Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)	Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

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

(b)

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

Item 12. Exhibits.

(a)(1)	Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.

SIGNATURES

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

(registrant) Gabelli Equity Series Funds, Inc.  

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

Date 12/2/10  

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 12/2/10  

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

Date 12/2/10  

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

EX-99.CODE ETH

Exhibit 99.CODE ETH

GAMCO INVESTORS, INC. and AFFILIATES

Joint Code of Ethics for Chief Executive
And Senior Financial Officers of the Gabelli Funds

                   Each affiliated registered investment company (each a “Company”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure — financial and otherwise — in compliance with applicable law. This Code of Ethics, applicable to each Company’s Chief Executive Officer, President, Chief Financial Officer and Treasurer (or persons performing similar functions) (together, “Senior Officers”), sets forth policies to guide you in the performance of your duties.

                   As a Senior Officer, you must comply with applicable law. You also have a responsibility to conduct yourself in an honest and ethical manner. You have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns.

                   This Code of Ethics recognizes that the Senior Officers are subject to certain conflicts of interest inherent in the operation of investment companies, because the Senior Officers currently or may in the future serve as Senior Officers of each of the Companies, as officers or employees of the investment advisor to the Companies or service providers thereof (the “Advisor”) and/or affiliates of the Advisor (the “Advisory Group”) and as officers or trustees/directors of other registered investment companies and unregistered investment funds advised by the Advisory Group. This Code of Ethics also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Companies or the Advisory Group govern your conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Companies, including:

• the Investment Company Act of 1940, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the “1940 Act”);

• the Investment Advisers Act of 1940, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Advisers Act”);

• the Code of Ethics adopted by each Company pursuant to Rule 17j-1(c) under the 1940 Act (collectively, the “Trust’s 1940 Act Code of Ethics”);

Revised: June 1, 2006

1

• one or more codes of ethics adopted by the Advisory Group that have been reviewed and approved by those trustees/directors (the “Directors”) of each Company that are not “interested persons” of such Company (the “Independent Directors”) within the meaning of the 1940 Act (the “Advisory Group’s 1940 Act Code of Ethics” and, together with such Company’s 1940 Act Code of Ethics, the “1940 Act Codes of Ethics”);

• the policies and procedures adopted by each Company to address conflict of interest situations, such as procedures under Rule 10f-3, Rule 17a-7 and Rule 17e-1 under the 1940 Act (collectively, the “Conflict Policies”); and

• the Advisory Group’s policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Advisory Policies”).

The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics, the Conflict Policies and the Advisory Policies are referred to herein collectively as the “Additional Conflict Rules”.

                   This Code of Ethics is different from, and is intended to supplement, the Additional Conflict Rules. Accordingly, a violation of the Additional Conflict Rules by a Senior Officer is hereby deemed not to be a violation of this Code of Ethics, unless and until the Directors shall determine that any such violation of the Additional Conflict Rules is also a violation of this Code of Ethics.

Senior Officers Should Act Honestly and Candidly

                   Each Senior Officer has a responsibility to each Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Senior Officer must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules;

• comply with the laws, rules and regulations that govern the conduct of each Company’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance With Code Of Ethics”; and

• adhere to a high standard of business ethics.

Revised: June 1, 2006

2

Conflicts Of Interest

                   A conflict of interest for the purpose of this Code of Ethics occurs when your private interests interfere in any way, or even appear to interfere, with the interests of a Company.

                   Senior Officers are expected to use objective and unbiased standards when making decisions that affect each Company, keeping in mind that Senior Officers are subject to certain inherent conflicts of interest because Senior Officers of a Company also are or may be officers of other Companies and/or the Advisory Group (as a result of which it is incumbent upon you to be familiar with and to seek to comply with the Additional Conflict Rules).

                   You are required to conduct the business of each Company in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships. When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to each Company where you are receiving a personal benefit, you should act in accordance with the letter and spirit of this Code of Ethics.

                   If you are in doubt as to the application or interpretation of this Code of Ethics to you as a Senior Officer of a Company, you should make full disclosure of all relevant facts and circumstances to the Chief Compliance Officer of the Advisory Group (the “CCO”) and obtain the approval of the CCO prior to taking action.

                   Some conflict of interest situations that should always be approved by the CCO, if material, include the following:

• the receipt of any entertainment or non-nominal gift by the Senior Officer, or a member of his or her family, from any company with which a Company has current or prospective business dealings (other than the Advisory Group), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in, or any consulting or employment relationship with, of any of the Companies’ service providers, other than the Advisory Group; or

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Senior Officer’s employment by the Advisory Group, such as compensation or equity ownership.

Revised: June 1, 2006

3

Disclosures

                   It is the policy of each Company to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that such Company files with, or submits to, the Securities and Exchange Commission or a national securities exchange and in all other public communications made by such Company. As a Senior Officer, you are required to promote compliance with this policy and to abide by such Company’s standards, policies and procedures designed to promote compliance with this policy.

Each Senior Officer must:

• familiarize himself or herself with the disclosure requirements applicable to each Company as well as the business and financial operations of each Company; and

• not knowingly misrepresent, or cause others to misrepresent, facts about any Company to others, including to the Directors, such Company’s independent auditors, such Company’s counsel, any counsel to the Independent Directors, governmental regulators or self-regulatory organizations.

Compliance With Code Of Ethics

                   If you know of or suspect a violation of this Code of Ethics or other laws, regulations, policies or procedures applicable to the Trust, you must report that information on a timely basis to the CCO or report it anonymously by following the “whistle blower” policies adopted by the Advisory Group from time to time. No one will be subject to retaliation because of a good faith report of a suspected violation.

                   Each Company will follow these procedures in investigating and enforcing this Code of Ethics, and in reporting on this Code of Ethics:

• the CCO will take all appropriate action to investigate any actual or potential violations reported to him or her;

• violations and potential violations will be reported to the Board of Directors of each affected Company after such investigation;

• if the Board of Directors determines that a violation has occurred, it will take all appropriate disciplinary or preventive action; and

• appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities.

Revised: June 1, 2006

4

Waivers Of Code Of Ethics

                   Except as otherwise provided in this Code of Ethics, the CCO is responsible for applying this Code of Ethics to specific situations in which questions are presented to the CCO and has the authority to interpret this Code of Ethics in any particular situation. The CCO shall take all action he or she considers appropriate to investigate any actual or potential violations reported under this Code of Ethics.

The CCO is authorized to consult, as appropriate, with the chair of the Governance Committee and with counsel to the affected Company, the Advisory Group or the Independent Directors, and is encouraged to do so.

                   The Board of Directors, the affected Company is responsible for granting waivers of this Code of Ethics, as appropriate. Any changes to or waivers of this Code of Ethics will, to the extent required, be disclosed on Form N-CSR, or otherwise, as provided by Securities and Exchange Commission rules.

Recordkeeping

                   Each Company will maintain and preserve for a period of not less than six (6) years from the date an action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Boards of Directors pursuant to this Code of Ethics:

• that provided the basis for any amendment or waiver to this Code of Ethics; and

• relating to any violation of this Code of Ethics and sanctions imposed for such violation, together with a written record of the approval or action taken by the relevant Board of Directors.

Confidentiality

                   All reports and records prepared or maintained pursuant to this Code of Ethics shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the Independent Trustees and their counsel, the Companies and their counsel, the Advisory Group and its counsel and any other advisors, consultants or counsel retained by the Directors, the Independent Directors or any committee of Directors.

Amendments

                   This Code of Ethics may not be amended as to any Company except in written form, which is specifically approved by a majority vote of the affected Company’s Directors, including a majority of its Independent Directors.

Revised: June 1, 2006

5

No Rights Created

                     This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern each of the Senior Officers in the conduct of the Companies’ business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.

Revised: June 1, 2006

6

ACKNOWLEDGMENT FORM

I have received and read the Joint Code of Ethics for Chief Executive and Senior Financial Officers, and I understand its contents. I agree to comply fully with the standards contained in the Code of Ethics and the Company’s related policies and procedures. I understand that I have an obligation to report any suspected violations of the Code of Ethics on a timely basis to the Chief Compliance Officer or report it anonymously by following the “whistle blower” policies adopted by the Advisory Group from time to time.

Printed Name

Signature

Date

Revised: June 1, 2006

7

EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act

I, Bruce N. Alpert, certify that:

1.	I have reviewed this report on Form N-CSR of Gabelli Equity Series Funds, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/2/10 /s/ Bruce N. Alpert   Bruce N. Alpert, Principal Executive Officer

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act

I, Agnes Mullady, certify that:

1.	I have reviewed this report on Form N-CSR of Gabelli Equity Series Funds, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/2/10 /s/ Agnes Mullady   Agnes Mullady, Principal Financial Officer and Treasurer

EX-99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes-Oxley Act

I, Bruce N. Alpert, Principal Executive Officer of Gabelli Equity Series Funds, Inc. (the “Registrant”), certify that:

1.	The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: 12/2/10 /s/ Bruce N. Alpert   Bruce N. Alpert, Principal Executive Officer

I, Agnes Mullady, Principal Financial Officer and Treasurer of Gabelli Equity Series Funds, Inc. (the “Registrant”), certify that:

1.	The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: 12/2/10 /s/ Agnes Mullady   Agnes Mullady, Principal Financial Officer and Treasurer