Gabelli Equity Series Funds, Inc

N-CSR 1 d635673dncsr.htm GABELLI EQUITY SERIES FUNDS, INC Gabelli Equity Series Funds, Inc

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, 2018

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The Gabelli Equity Income Fund

Annual Report — September 30, 2018

To Our Shareholders,

For the year ended September 30, 2018, the net asset value (NAV) per Class AAA Share of The Gabelli Equity Income Fund increased 6.8% compared with an increase of 17.9% for the Standard & Poor’s (S&P) 500 Index. Other classes of shares are available. See page 3 for performance information for all classes.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2018.

Performance Discussion (Unaudited)

Our stock selection process is based on the investment principles of Graham and Dodd, the first investors to articulate the fundamentals of value investing. Their work provided the framework for value investing, and we contributed to this framework with the discipline of Private Market Value with a Catalyst^TM. This proprietary research and valuation method identifies companies whose shares are selling at a discount to intrinsic value, with an identifiable path to realizing, or surfacing, that private market value. We define private market value as the price an informed acquirer would pay for an entire enterprise. The catalyst comprises identifiable events or circumstances that might reasonably result in the narrowing of the difference between the public market price of the stock and our estimate of the private market value. This realization of value can take place gradually or suddenly, with company specific changes such as management changes or restructurings, sale of assets or of the business as a whole, or industry changes such as changes in regulation or changes in competition.

The Fund will seek to achieve its investment objective through a combination of capital appreciation and current income by investing, under normal market conditions, at least 80% of its net assets in income producing equity securities. Income producing equity securities include, for example, common stock, preferred stock, and convertible securities.

During the fourth calendar quarter of 2017, the Federal Reserve raised rates for the fifth time since 2014, pushing the Federal Reserve Funds rate to a range of 1.25% to 1.50%. U.S. companies also continued to increase their dividends, leading to a 1.9% dividend yield on the S&P 500. At the time, the 10 year U.S. Treasury was yielding 2.5%. All eleven sectors of the S&P 500 were up, resulting in over a 6% total return for the quarter.

The stock market took a slight downturn in the first calendar quarter of 2018. Volatility was also back, with 23 daily moves of at least 1% between January and March. The S&P 500, as a whole, was down about 1% on a total return basis, while the Information Technology and Consumer Discretionary sectors rose 3.5% and 3.1%, respectively. By the end of the quarter, 26% of the S&P 500 stocks had dividend yields greater than the 10 year U.S. Treasury.

In the second calendar quarter of 2018, the stock market returned to its upward trajectory. The S&P 500 saw a 3.4% increase in total returns, with the Energy and Discretionary sectors leading the surge. U.S. companies continued to increase their dividends and the dividend payout ratio reached 39%.

By the end of the third calendar quarter of 2018, the Fund’s final fiscal quarter, the unemployment rate fell to a multidecade low of just under 4%. In addition, the dividend payout ratio of the S&P 500 rose to 40%.

By the end of September, the dividend yield on the S&P 500 was approximately 2%, less than the 10 year U.S. Treasury, which yielded slightly more than 3%.

Among our better performing stocks for the fiscal year were Swedish Match AB (3.4% of net assets as of September 30, 2018), MasterCard Inc. (1.8%), and Macy’s Inc. (0.9%). Swedish Match is dedicated to the improvement of public health by offering smokeless alternatives to cigarettes. Its two largest product segments reported record sales and operating profits in the second quarter. In the third quarter of 2018, MasterCard acquired Oltio to help accelerate the adoption of digital payments in the Middle East and Africa. MasterCard also teamed up with IBM to form Truata, which provides a secure approach to anonymizing data and analytics. Macy’s, the multichannel retail organization, which was one of the Fund’s detractors at this time last year, saw increased customer satisfaction scores and a sales trend improvement in the second half of the year. These three positions, combined, contributed almost 2.4% to the Fund’s performance.

Some of our weaker performers were General Electric Co. (0.1%), Dish Network Corp. (0.5%), and Fortune Brands Home & Security (0.8%). About a year ago, General Electric stock hit a 52 week high, but since then has seen its price per share cut nearly in half. In late September, the company needed to idle several electric power units in Texas because of blade issues. Dish Network continues to try to remain competitive in the pay TV industry but online video streaming providers have given consumers a cheaper source of TV programming. Fortune Brands Home & Security, which provides products and services to help create more secure homes, faced pressures from inflation in the second quarter of 2018 and took pricing actions to offset these pressures.

We appreciate your confidence and trust.

Comparative Results


Average Annual Returns through September 30, 2018 (a)(b) (Unaudited)					Since
					Inception
	1 Year	5 Year	10 Year	15 Year	(01/02/92)
Class AAA (GABEX)	6.77%	7.60%	9.03%	8.59%	9.87%
S&P 500 Index	17.91	13.95	11.97	9.65	9.74(c)
Nasdaq Composite Index	25.16	17.34	15.12	11.11	10.62(c)
Lipper Equity Income Fund Average	10.44	10.28	9.73	8.44	8.59
Class A (GCAEX)	6.76	7.61	9.03	8.58	9.87
With sales charge (d)	0.62	6.34	8.39	8.15	9.62
Class C (GCCEX)	6.02	6.81	8.23	7.80	9.42
With contingent deferred sales charge (e)	5.02	6.81	8.23	7.80	9.42
Class I (GCIEX)	7.07	7.88	9.32	8.79	9.99

In the current prospectuses dated January 26, 2018, the expense ratios for Class AAA, A, C, and I Shares are 1.39%, 1.39%, 2.14%, and 1.14%, respectively. See page 13 for the expense ratios for the year ended September 30, 2018. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A Shares and Class C Shares is 5.75% 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. Visit www.gabelli.com for performance information as of the most recent month end. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus, please visit our website at www.gabelli.com. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003, and Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Nasdaq Composite Index is an unmanaged indicator of stock market performance. The Lipper Equity Income Fund Average includes the 30 largest equity funds in this category tracked by Lipper, Inc. Dividends are considered reinvested, except for the Nasdaq Composite Index. You cannot invest directly in an index.

(b)

The Fund’s fiscal year ends September 30.

(c)

S&P 500 Index and Nasdaq Composite Index since inception performance figures are as of December 31, 1991.

(d)

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

(e)

Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI EQUITY INCOME FUND CLASS AAA SHARES AND S&P 500 INDEX (Unaudited)

LOGO

*	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.

The Gabelli Equity Income Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from April 1, 2018 through September 30, 2018

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 fiscal year ended September 30, 2018.


	Beginning Account Value 04/01/18		Ending Account Value 09/30/18		Annualized Expense Ratio			Expenses Paid During Period*
*The Gabelli Equity Income Fund*
Actual Fund Return
Class AAA		$1,000.00		$1,048.40		1.39	%		$ 7.14
Class A		$1,000.00		$1,048.60		1.39	%		$ 7.14
Class C		$1,000.00		$1,044.90		2.14	%		$10.97
Class I		$1,000.00		$1,049.90		1.14	%		$ 5.86
Hypothetical 5% Return
Class AAA		$1,000.00		$1,018.10		1.39	%		$ 7.03
Class A		$1,000.00		$1,018.10		1.39	%		$ 7.03
Class C		$1,000.00		$1,014.34		2.14	%		$10.81
Class I		$1,000.00		$1,019.35		1.14	%		$ 5.77

*	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.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2018:

The Gabelli Equity Income Fund


Financial Services			18.6%
Food and Beverage			17.1%
Health Care			9.2%
Consumer Products			6.0%
Retail			6.0%
Diversified Industrial			5.2%
Energy and Utilities: Oil			3.8%
Telecommunications			3.5%
Business Services			2.9%
Automotive: Parts and Accessories			2.7%
Aerospace			2.5%
Broadcasting			2.4%
Equipment and Supplies			2.4%
Energy and Utilities: Natural Gas			1.7%
Entertainment			1.7%
Computer Software and Services			1.6%
Building and Construction			1.4%
Machinery			1.4%
Energy and Utilities: Services			1.4%
Environmental Services			1.2%
Electronics			1.2%
Computer Hardware			1.2%
Specialty Chemicals			1.0%


Transportation	1.0	%
Wireless Communications	0.8	%
Energy and Utilities: Integrated	0.8	%
Paper and Forest Products	0.8	%
Automotive	0.7	%
Cable and Satellite	0.7	%
Closed-End Funds	0.7	%
Metals and Mining	0.6	%
Hotels and Gaming	0.5	%
Energy and Utilities: Electric	0.5	%
Agriculture	0.4	%
Aviation: Parts and Services	0.4	%
Energy and Utilities: Water	0.2	%
Communications Equipment	0.2	%
Consumer Services	0.1	%
Industrials	0.1	%
Publishing	0.0	%*
Real Estate	0.0	%*
Other Assets and Liabilities (Net)	(4.6	)%

	100.0	%

*	Amount represents less than 0.05%.

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. 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 800-SEC-0330.

Proxy Voting

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

The Gabelli Equity Income Fund

Schedule of Investments — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS — 103.8%
		Aerospace — 2.5%
	60,000	Aerojet Rocketdyne Holdings Inc.†	$	327,628	$	2,039,400
	2,000	Lockheed Martin Corp.		47,350		691,920
	10,000	Raytheon Co.		279,200		2,066,600
	63,000	Rockwell Automation Inc.		2,158,643		11,813,760
	2,000	Rockwell Collins Inc.		15,844		280,940
	890,000	Rolls-Royce Holdings plc		6,098,080		11,454,159

				8,926,745		28,346,779

		Agriculture — 0.4%
	90,000	Archer-Daniels-Midland Co.		2,386,667		4,524,300
	12,000	The Mosaic Co.		186,246		389,760

				2,572,913		4,914,060

		Automotive — 0.7%
	165,000	Navistar International Corp.†		3,082,911		6,352,500
	30,000	PACCAR Inc.		1,348,822		2,045,700

				4,431,733		8,398,200

		Automotive: Parts and Accessories — 2.7%
	148,000	Dana Inc.		2,298,117		2,763,160
	273,500	Genuine Parts Co.		11,223,718		27,185,900
	1,200	O’Reilly Automotive Inc.†		30,096		416,784
	15,000	Tenneco Inc., Cl. A		224,084		632,100

				13,776,015		30,997,944

		Aviation: Parts and Services — 0.4%
	29,000	United Technologies Corp.		1,453,950		4,054,490

		Broadcasting — 2.4%
	347,000	CBS Corp., Cl. A, Voting		8,241,275		20,143,350
	65,575	Liberty Global plc, Cl. A†		1,481,226		1,897,085
	145,000	Liberty Global plc, Cl. C†		3,207,403		4,083,200
	36,000	MSG Networks Inc., Cl. A†		134,967		928,800

				13,064,871		27,052,435

		Building and Construction — 1.4%
	164,000	Fortune Brands Home & Security Inc.		1,550,317		8,587,040
	45,800	Herc Holdings Inc.†		1,447,522		2,344,960
	160,000	Johnson Controls International plc		3,072,396		5,600,000

				6,070,235		16,532,000

		Business Services — 2.9%
	34,000	Automatic Data Processing Inc.		1,283,193		5,122,440
	91,000	Mastercard Inc., Cl. A		756,367		20,257,510
	2,400	MSC Industrial Direct Co. Inc., Cl. A		165,490		211,464
	40,000	Pentair plc		833,620		1,734,000
	28,000	S&P Global Inc.		1,157,119		5,470,920


Shares			Cost		Market Value
	4,000	Vectrus Inc.†	$	61,245	$	124,760

				4,257,034		32,921,094

		Cable and Satellite — 0.7%
	10,000	AMC Networks Inc., Cl. A†		389,742		663,400
	165,000	DISH Network Corp., Cl. A†		3,263,481		5,900,400
	16,000	EchoStar Corp., Cl. A†		478,840		741,920
	6,000	Liberty Latin America Ltd., Cl. A†		142,271		125,040
	13,692	Liberty Latin America Ltd., Cl. C†		340,172		282,466

				4,614,506		7,713,226

		Communications Equipment — 0.2%
	62,000	Corning Inc.		711,274		2,188,600

		Computer Hardware — 1.2%
	19,600	Apple Inc.		1,435,511		4,424,504
	59,000	International Business Machines Corp.		4,645,089		8,921,390

				6,080,600		13,345,894

		Computer Software and Services — 1.6%
	6,000	CDK Global Inc.		92,961		375,360
	78,000	Fidelity National Information Services Inc.		1,222,191		8,507,460
	235,000	Hewlett Packard Enterprise Co.		1,557,961		3,832,850
	50,000	Microsoft Corp.		1,397,000		5,718,500
	14,000	NetScout Systems Inc.†		212,306		353,500

				4,482,419		18,787,670

		Consumer Products — 6.0%
	44,000	Altria Group Inc.		517,039		2,653,640
	65,000	Edgewell Personal Care Co.†		2,380,155		3,004,950
	28,000	Energizer Holdings Inc.		249,555		1,642,200
	27,000	Essity AB, Cl. A		436,838		683,552
	2,000	National Presto Industries Inc.		60,046		259,300
	48,000	Philip Morris International Inc.		1,469,196		3,913,920
	72,000	Reckitt Benckiser Group plc		2,200,603		6,584,187
	760,000	Swedish Match AB		9,359,361		38,909,017
	84,000	The Procter & Gamble Co.		4,645,252		6,991,320
	75,000	Unilever NV		1,480,452		4,166,250

				22,798,497		68,808,336

		Consumer Services — 0.1%
	3,500	Allegion plc		50,080		316,995
	20,000	Rollins Inc.		44,741		1,213,800

				94,821		1,530,795

		Diversified Industrial — 5.2%
	80,000	Crane Co.		2,475,345		7,868,000
	75,000	Eaton Corp. plc		3,182,951		6,504,750
	85,000	General Electric Co.		1,260,245		959,650
	105,000	Honeywell International Inc.		2,882,900		17,472,000
	50,000	ITT Inc.		1,004,526		3,063,000

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Diversified Industrial (Continued)
	50,000	Jardine Matheson Holdings Ltd.	$	2,372,853	$	3,137,500
	178,000	Jardine Strategic Holdings Ltd.		4,191,229		6,461,400
	38,000	nVent Electric plc		365,955		1,032,080
	120,000	Textron Inc.		763,372		8,576,400
	330,000	Toray Industries Inc.		2,245,226		2,478,921
	37,000	Trinity Industries Inc.		622,753		1,355,680

				21,367,355		58,909,381

		Electronics — 1.2%
	35,000	Sony Corp.		897,245		2,145,837
	82,000	Sony Corp., ADR		1,940,881		4,973,300
	60,000	TE Connectivity Ltd.		1,996,558		5,275,800
	10,000	Texas Instruments Inc.		147,000		1,072,900

				4,981,684		13,467,837

		Energy and Utilities: Electric — 0.5%
	6,000	American Electric Power Co. Inc.		208,020		425,280
	6,000	Avangrid Inc.		117,823		287,580
	45,000	El Paso Electric Co.		351,450		2,574,000
	45,000	Korea Electric Power Corp., ADR		574,378		592,650
	200,000	Texas Competitive Electric Holdings Co. LLC, Escrow†(a)		0		0
	105,000	The AES Corp.		472,508		1,470,000

				1,724,179		5,349,510

		Energy and Utilities: Integrated — 0.8%
	168,000	Energy Transfer Equity LP		686,024		2,928,240
	29,000	Eni SpA		304,221		548,222
	12,000	Eversource Energy		179,686		737,280
	6,500	Iberdrola SA, ADR		98,020		190,905
	62,000	OGE Energy Corp.		827,187		2,251,840
	59,000	PNM Resources Inc.		607,016		2,327,550

				2,702,154		8,984,037

		Energy and Utilities: Natural Gas — 1.7%
	1,200	Atmos Energy Corp.		31,565		112,692
	200,000	National Fuel Gas Co.		8,744,249		11,212,000
	14,000	ONE Gas Inc.		58,650		1,151,920
	91,000	ONEOK Inc.		824,571		6,168,890
	12,000	Southwest Gas Holdings Inc.		246,965		948,360

				9,906,000		19,593,862

		Energy and Utilities: Oil — 3.8%
	122,000	Anadarko Petroleum Corp.		5,613,886		8,224,020
	100,000	Chevron Corp.		3,963,114		12,228,000
	15,000	ConocoPhillips		274,713		1,161,000
	39,000	Devon Energy Corp.		1,150,715		1,557,660
	30,000	Exxon Mobil Corp.		581,525		2,550,600


Shares			Cost		Market Value
	90,000	Hess Corp.	$	4,403,532	$	6,442,200
	21,000	Marathon Petroleum Corp.		287,339		1,679,370
	40,000	Occidental Petroleum Corp.		1,405,864		3,286,800
	75,000	Royal Dutch Shell plc, Cl. A, ADR		3,233,532		5,110,500
	17,000	TOTAL SA, ADR		282,789		1,094,630

				21,197,009		43,334,780

		Energy and Utilities: Services — 1.4%
	340,000	Halliburton Co.		9,983,669		13,780,200
	58,000	Oceaneering International Inc.†		932,586		1,600,800
	10,000	Schlumberger Ltd.		206,840		609,200

				11,123,095		15,990,200

		Energy and Utilities: Water — 0.2%
	15,000	Aqua America Inc.		110,561		553,500
	80,000	Severn Trent plc		2,133,400		1,928,000

				2,243,961		2,481,500

		Entertainment — 1.7%
	50,000	Grupo Televisa SAB, ADR		882,863		887,000
	12,000	The Madison Square Garden Co, Cl. A†		347,057		3,783,840
	100,000	Twenty-First Century Fox Inc., Cl. B		3,138,600		4,582,000
	262,594	Viacom Inc., Cl. A		10,170,295		9,597,811

				14,538,815		18,850,651

		Environmental Services — 1.2%
	50,000	Republic Services Inc.		1,684,307		3,633,000
	110,000	Waste Management Inc.		3,534,459		9,939,600

				5,218,766		13,572,600

		Equipment and Supplies — 2.4%
	26,000	A.O. Smith Corp.		82,949		1,387,620
	16,346	Danaher Corp.		476,946		1,776,156
	179,000	Flowserve Corp.		2,258,602		9,789,510
	60,000	Graco Inc.		1,006,940		2,780,400
	11,000	Ingersoll-Rand plc		222,627		1,125,300
	22,000	Minerals Technologies Inc.		757,033		1,487,200
	174,000	Mueller Industries Inc.		3,372,546		5,042,520
	16,000	Parker-Hannifin Corp.		835,168		2,942,880
	15,000	Tenaris SA, ADR		306,100		502,800

				9,318,911		26,834,386

		Financial Services — 18.6%
	6,300	Alleghany Corp.		969,808		4,110,939
	36,000	AllianceBernstein Holding LP		411,878		1,096,200
	84,000	American Express Co.(b)		1,935,086		8,945,160
	40,000	American International Group Inc.		913,344		2,129,600
	21,500	Argo Group International Holdings Ltd.		423,776		1,355,575

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Financial Services (Continued)
	5,195	Banco Santander Chile, ADR	$	29,250	$	166,136
	9,318	Banco Santander SA, ADR		33,629		46,590
	335,000	Bank of America Corp.		3,395,384		9,869,100
	13,056	BNP Paribas SA		580,935		799,013
	237,000	Citigroup Inc.		8,390,496		17,002,380
	37,000	Eaton Vance Corp.		1,048,071		1,944,720
	36,000	Federated Investors Inc., Cl. B		774,786		868,320
	34,000	Fidelity Southern Corp.		281,974		842,520
	45,000	H&R Block Inc.		635,535		1,158,750
	50,000	Interactive Brokers Group Inc., Cl. A		752,861		2,765,500
	15,000	Jefferies Financial Group Inc.		263,160		329,400
	29,000	JPMorgan Chase & Co.		577,436		3,272,360
	68,000	Julius Baer Group Ltd.		2,230,242		3,402,772
	11,000	Kemper Corp.		270,057		884,950
	80,000	Kinnevik AB, Cl. A		1,537,659		2,461,912
	120,000	Legg Mason Inc.		2,067,628		3,747,600
	100,000	Loews Corp.		3,791,680		5,023,000
	100,000	M&T Bank Corp.		6,727,972		16,454,000
	185,000	Marsh & McLennan Companies Inc.		5,493,165		15,303,200
	167,000	Morgan Stanley		3,587,826		7,777,190
	158,000	Navient Corp.		1,269,318		2,129,840
	46,000	Och-Ziff Capital Management Group LLC, Cl. A		163,954		68,080
	38,000	Oritani Financial Corp.		380,000		590,900
	10,000	Popular Inc.		178,910		512,500
	220,000	SLM Corp.†		1,041,264		2,453,000
	141,000	State Street Corp.		6,432,755		11,812,980
	275,000	Sterling Bancorp		2,964,139		6,050,000
	12,000	SunTrust Banks Inc.		251,737		801,480
	8,000	T. Rowe Price Group Inc.		148,674		873,440
	97,000	TD Ameritrade Holding Corp.		1,641,355		5,124,510
	644,500	The Bank of New York Mellon Corp.		17,088,078		32,863,055
	3,000	The Dun & Bradstreet Corp.		105,969		427,530
	18,500	The Goldman Sachs Group Inc.		2,239,746		4,148,440
	88,000	The Hartford Financial Services Group Inc.		2,771,302		4,396,480
	103,000	The PNC Financial Services Group Inc.		5,437,483		14,027,570
	12,000	The Travelers Companies Inc.		477,578		1,556,520
	16,000	W. R. Berkley Corp.		571,533		1,278,880
	55,000	Waddell & Reed Financial Inc., Cl. A		923,298		1,164,900
	200,000	Wells Fargo & Co.		5,832,980		10,512,000

				97,043,711		212,548,992

		Food and Beverage — 17.1%
	2,000	Ajinomoto Co. Inc.		32,542		34,334


Shares			Cost		Market Value
	1,000	Anheuser-Busch InBev SA/NV	$	15,876	$	87,334
	348,000	Brown-Forman Corp., Cl. A		5,247,982		17,678,400
	9,000	Brown-Forman Corp., Cl. B		166,811		454,950
	153,000	Campbell Soup Co.		4,803,448		5,604,390
	80,000	Coca-Cola Amatil Ltd., ADR		246,845		565,200
	20,000	Coca-Cola European Partners plc		450,000		909,400
	13,500	Coca-Cola Femsa SAB de CV, ADR		496,715		826,740
	7,700	Constellation Brands Inc., Cl. A		95,506		1,660,274
	86,000	Danone SA		4,110,386		6,660,010
	850,000	Davide Campari-Milano SpA		2,887,177		7,238,851
	89,000	Diageo plc, ADR		4,940,989		12,608,630
	112,000	Fomento Economico Mexicano SAB de CV, ADR		2,694,962		11,084,640
	200,000	General Mills Inc.		5,128,763		8,584,000
	2,300,000	Grupo Bimbo SAB de CV, Cl. A		1,843,615		4,893,983
	135,000	Heineken NV		6,166,415		12,658,454
	17,000	Heineken NV, ADR		430,190		796,790
	180,000	ITO EN Ltd.		3,454,318		7,984,510
	35,500	Kellogg Co.		1,826,705		2,485,710
	40,000	Keurig Dr Pepper Inc.		0		926,800
	2,000	McCormick & Co. Inc., Cl. V		137,120		263,000
	23,000	McCormick & Co. Inc., Non-Voting		1,089,997		3,030,250
	540,000	Mondelēz International Inc., Cl. A		9,833,073		23,198,400
	110,000	Nestlé SA		2,792,755		9,170,776
	95,000	Nissin Foods Holdings Co. Ltd.		3,080,973		6,530,100
	2,925,000	Parmalat SpA		7,967,285		9,644,835
	90,000	PepsiCo Inc.		5,821,566		10,062,000
	45,000	Pernod Ricard SA		3,674,041		7,382,531
	59,000	Remy Cointreau SA		3,673,430		7,685,913
	36,000	Sapporo Holdings Ltd.		810,532		748,072
	63,000	The Coca-Cola Co.		1,328,582		2,909,970
	1,000	The Hershey Co.		36,300		102,000
	65,000	The Kraft Heinz Co.		1,817,290		3,582,150
	60,000	Tootsie Roll Industries Inc.		1,100,655		1,755,000
	2,000	Tyson Foods Inc., Cl. A		15,981		119,060
	60,000	Yakult Honsha Co. Ltd.		1,497,414		4,916,388

				89,716,239		194,843,845

		Health Care — 9.2%
	10,000	Abbott Laboratories		227,205		733,600
	8,000	AbbVie Inc.		198,766		756,640
	26,000	Aetna Inc.		908,594		5,274,100
	4,000	Allergan plc		576,000		761,920
	78,000	Baxter International Inc.		1,729,585		6,013,020
	7,500	Bio-Rad Laboratories Inc., Cl. A†		737,315		2,347,425
	295,000	Bristol-Myers Squibb Co.		7,126,861		18,313,600
	63,000	Eli Lilly & Co.		2,167,644		6,760,530

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	1,000	Express Scripts Holding Co.†	$	31,358	$	95,010
	13,000	GlaxoSmithKline plc, ADR		574,785		522,210
	40,000	Henry Schein Inc.†		501,982		3,401,200
	50,000	Johnson & Johnson		2,923,692		6,908,500
	201,500	Merck & Co. Inc.		5,408,245		14,294,410
	124,000	Novartis AG, ADR		6,860,215		10,683,840
	236,000	Pfizer Inc.		3,999,784		10,400,520
	45,000	Roche Holding AG, ADR		826,666		1,357,200
	12,000	Roche Holding AG, Genusschein		1,738,692		2,907,072
	74,000	William Demant Holding A/S†		716,237		2,781,236
	45,000	Wright Medical Group NV†		926,550		1,305,900
	44,000	Zimmer Biomet Holdings Inc.		2,524,067		5,784,680
	40,000	Zoetis Inc.		1,183,576		3,662,400

				41,887,819		105,065,013

		Hotels and Gaming — 0.5%
	7,500	Las Vegas Sands Corp.		18,435		444,975
	75,000	MGM Resorts International		763,041		2,093,250
	37,200	Ryman Hospitality Properties Inc., REIT		1,428,244		3,205,524
	3,000	Wynn Resorts Ltd.		114,952		381,180

				2,324,672		6,124,929

		Industrials — 0.1%
	46,000	Arconic Inc.		825,877		1,012,460

		Machinery — 1.4%
	6,000	Caterpillar Inc.		35,181		914,940
	79,500	Deere & Co.		3,236,125		11,951,235
	44,000	Xylem Inc.		1,093,271		3,514,280

				4,364,577		16,380,455

		Metals and Mining — 0.6%
	200,000	Freeport-McMoRan Inc.		2,171,089		2,784,000
	150,000	Newmont Mining Corp.		3,559,052		4,530,000

				5,730,141		7,314,000

		Paper and Forest Products — 0.8%
	11,000	International Paper Co.		343,320		540,650
	25,000	Svenska Cellulosa AB, Cl. A		101,961		284,673
	250,000	Weyerhaeuser Co., REIT		4,164,771		8,067,500

				4,610,052		8,892,823

		Publishing — 0.0%
	3,000	Value Line Inc.		41,976		74,700

		Real Estate — 0.0%
	9,000	Griffin Industrial Realty Inc.		219,808		351,000

		Retail — 6.0%
	16,000	Compagnie Financiere Richemont SA		540,728		1,304,259
	49,000	Copart Inc.†		431,941		2,524,970


Shares			Cost		Market Value
	40,000	Costco Wholesale Corp.	$	1,948,335	$	9,395,200
	189,000	CVS Health Corp.		6,363,108		14,878,080
	98,000	Ingles Markets Inc., Cl. A		1,743,398		3,356,500
	150,000	J.C. Penney Co. Inc.†		464,955		249,000
	285,000	Macy’s Inc.		3,405,252		9,898,050
	90,000	Seven & i Holdings Co. Ltd.		2,692,986		4,008,097
	67,000	The Home Depot Inc.		1,863,953		13,879,050
	16,000	Tractor Supply Co.		126,146		1,454,080
	92,000	Walgreens Boots Alliance Inc.		2,767,680		6,706,800
	2,000	Walmart Inc.		86,680		187,820
	10,000	Weis Markets Inc.		300,480		434,000

				22,735,642		68,275,906

		Specialty Chemicals — 1.0%
	10,500	Albemarle Corp.		107,534		1,047,690
	3,000	Ashland Global Holdings Inc.		67,390		251,580
	70,000	Ferro Corp.†		123,575		1,625,400
	8,000	FMC Corp.		186,076		697,440
	46,000	H.B. Fuller Co.		950,216		2,376,820
	26,000	International Flavors & Fragrances Inc.		1,175,161		3,617,120
	2,400	NewMarket Corp.		9,263		973,224
	1,000	Quaker Chemical Corp.		10,797		202,210
	19,000	The Chemours Co.		198,828		749,360

				2,828,840		11,540,844

		Telecommunications — 3.4%
	2,000	AT&T Inc.		47,800		67,160
	230,000	BCE Inc.		4,359,102		9,319,600
	28,000	BT Group plc, ADR		399,105		413,560
	220,000	Deutsche Telekom AG, ADR		3,030,053		3,525,500
	3,000	Harris Corp.		232,207		507,630
	33,000	Loral Space & Communications Inc.†		1,317,447		1,498,200
	16,000	Orange SA, ADR		206,327		254,240
	13,000	Proximus SA		318,676		310,627
	24,500	Telefonica SA, ADR		80,420		192,570
	235,000	Telephone & Data Systems Inc.		6,471,545		7,151,050
	24,000	TELUS Corp., New York		536,827		884,160
	23,000	TELUS Corp., Toronto		176,604		847,776
	270,000	Verizon Communications Inc.		9,035,717		14,415,300

				26,211,830		39,387,373

		Transportation — 1.0%
	133,000	GATX Corp.		4,297,903		11,516,470

		Wireless Communications — 0.8%
	6,000	Millicom International Cellular SA		291,776		343,020
	35,000	Millicom International Cellular SA, SDR		2,279,555		2,010,431
	212,000	NTT DoCoMo Inc.		3,074,435		5,700,229
	20,000	Turkcell Iletisim Hizmetleri A/S, ADR		91,562		96,400

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Wireless Communications (Continued)
	29,000	United States Cellular Corp.†	$	1,112,866	$	1,298,620
	3,000	Vodafone Group plc, ADR		70,658		65,100

				6,920,852		9,513,800

		TOTAL COMMON STOCKS		507,417,481		1,185,802,877

		CLOSED-END FUNDS — 0.7%
	110,000	Altaba Inc.†		1,776,364		7,493,200

		CONVERTIBLE PREFERRED STOCKS — 0.1%
		Telecommunications — 0.1%
	20,000	Cincinnati Bell Inc., 6.750%, Ser. B		404,371		980,200


Shares			Cost		Market Value
		WARRANTS — 0.0%
		Retail — 0.0%
	105	Sears Holdings Corp., expire 12/15/19†	$	522	$	2


		TOTAL INVESTMENTS — 104.6%	$	509,598,738		1,194,276,279

		Other Assets and Liabilities (Net) — (4.6)%				(52,480,744	)

		NET ASSETS — 100.0%			$	1,141,795,535

(a)	Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(b)	Securities, or a portion thereof, with a value of $2,662,250 were deposited with Pershing LLC.

†	Non-income producing security.

ADR	American Depositary Receipt

REIT	Real Estate Investment Trust

SDR	Swedish Depositary Receipt

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Statement of Assets and Liabilities

September 30, 2018


Assets:
Investments, at value (cost $509,598,738)	$	1,194,276,279
Cash		6,215
Receivable for investments sold		5,353,880
Receivable for Fund shares sold		2,526,746
Dividends receivable		3,014,478
Prepaid expenses		37,644

Total Assets		1,205,215,242

Liabilities:
Foreign currency, at value (cost $20,372)		20,122
Payable for Fund shares redeemed		2,372,569
Payable for investment advisory fees		979,749
Payable for distribution fees		284,133
Payable for accounting fees		3,750
Line of credit payable		59,429,000
Other accrued expenses		330,384

Total Liabilities		63,419,707

Net Assets (applicable to 61,366,689 shares outstanding)	$	1,141,795,535

Net Assets Consist of:
Paid-in capital	$	465,281,176
Total distributable earnings(a)		676,514,359

Net Assets	$	1,141,795,535

Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($521,484,785 ÷ 27,313,399 shares outstanding; 150,000,000 shares authorized)	$	19.09

Class A:
Net Asset Value and redemption price per share ($86,331,726 ÷ 4,550,439 shares outstanding; 50,000,000 shares authorized)	$	18.97

Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$	20.13

Class C:
Net Asset Value and offering price per share ($176,166,775 ÷ 11,724,249 shares outstanding; 50,000,000 shares authorized)	$	15.03	(b)

Class I:
Net Asset Value, offering, and redemption price per share ($357,812,249 ÷ 17,778,602 shares outstanding; 50,000,000 shares authorized)	$	20.13

(a)	Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X and discloses total distributable earnings. See Note 2 for further details.

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

Statement of Operations

For the Year Ended September 30, 2018


Investment Income:
Dividends (net of foreign withholding taxes of $992,799)	$	29,282,924
Interest		10,027

Total Investment Income		29,292,951

Expenses:
Investment advisory fees		13,155,211
Distribution fees - Class AAA		1,482,768
Distribution fees - Class A		257,768
Distribution fees - Class C		2,147,818
Distribution fees - Class T*		3
Shareholder services fees		1,074,983
Shareholder communication expenses		208,111
Interest expense		192,387
Custodian fees		177,775
Registration expenses		102,904
Legal and audit fees		69,968
Directors’ fees		48,988
Accounting fees		45,000
Miscellaneous expenses		98,999

Total Expenses		19,062,683

Less:
Expenses paid indirectly by broker (See Note 6)		(11,218	)

Net Expenses		19,051,465

Net Investment Income		10,241,486

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		212,553,683
Net realized loss on foreign currency transactions		(50,690	)

Net realized gain on investments and foreign currency transactions		212,502,993

Net change in unrealized appreciation/depreciation:
on investments		(135,338,071	)
on foreign currency translations		(11,327	)

Net change in unrealized appreciation/ depreciation on investments and foreign currency translations		(135,349,398	)

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		77,153,595

Net Increase in Net Assets Resulting from Operations	$	87,395,081

*	Class T Shares were liquidated on September 21, 2018.

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Statement of Changes in Net Assets


	Year Ended September 30, 2018			Year Ended September 30, 2017
Operations:
Net investment income	$	10,241,486		$	14,870,100
Net realized gain on investments, securities sold short, and foreign currency transactions		212,502,993			224,392,351
Net change in unrealized appreciation/depreciation on investments and foreign currency translations		(135,349,398	)		(28,275,715	)

Net Increase in Net Assets Resulting from Operations		87,395,081			210,986,736

Distributions to Shareholders:
Class AAA		(98,781,156	)		(107,961,944	)
Class A		(17,203,694	)		(19,839,302	)
Class C		(41,334,525	)		(44,849,789	)
Class I		(65,782,800	)		(66,577,533	)
Class T*		—			(132	)

		(223,102,175	)		(239,228,700	)**


Return of capital
Class AAA		(25,622,488	)		(18,409,905	)
Class A		(3,971,454	)		(2,789,080	)
Class C		(10,578,318	)		(10,392,849	)
Class I		(16,237,915	)		(13,075,661	)
Class T*		(50	)		(3	)

		(56,410,225	)		(44,667,498	)

Total Distributions to Shareholders(a)		(279,512,400	)		(283,896,198	)


Capital Share Transactions:
Class AAA		(56,588,389	)		(141,336,801	)
Class A		(15,035,802	)		(40,539,407	)
Class C		(31,440,340	)		(38,669,080	)
Class I		(32,023,271	)		(21,947,515	)
Class T*		(1,063	)		1,134

Net Decrease in Net Assets from Capital Share Transactions		(135,088,865	)		(242,491,669	)


Redemption Fees		607			1,038

Net Decrease in Net Assets		(327,205,577	)		(315,400,093	)
Net Assets:
Beginning of year		1,469,001,112			1,784,401,205

End of year	$	1,141,795,535		$	1,469,001,112

(a)	Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details.

*	Class T Shares were liquidated on September 21, 2018.

For the year ended September 30, 2017, the distributions to the shareholders from net investment income and net realized gain were $7,628,898 and $100,333,046 (Class AAA), $1,403,125 and $18,436,177 (Class A), $1,318,106 and $43,531,683 (Class C), $5,758,710 and $60,818,823 (Class I), and $1 and $131 (Class T*), respectively.

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Financial Highlights

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


			Income (Loss) from Investment Operations								Distributions																			Ratios to Average Net Assets/ Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Year		Net Investment Income(a)		Net Realized and Unrealized Gain/(Loss) on Investments			Total from Investment Operations			Net Investment Income			Net Realized Gain on Investments			Return of Capital			Total Distributions			Redemption Fees (a)(b)		Net Asset Value, End of Year		Total Return †			Net Assets End of Year (in 000’s)		Net Investment Income		Operating Expenses		Portfolio Turnover Rate
Class AAA
2018		$22.84		$0.19		$1.34			$1.53			$(0.20	)		$(3.68	)		$(1.40	)		$(5.28	)		$0.00		$19.09		6.77	%		$521,485		0.82%		1.40%(c)(d)		0%(e)
2017		24.06		0.24		2.97			3.21			(0.25	)		(3.33	)		(0.85	)		(4.43	)		0.00		22.84		13.91			662,696		0.97		1.39(c)(d)		1
2016		25.08		0.26		2.72			2.98			(0.26	)		(2.35	)		(1.39	)		(4.00	)		0.00		24.06		11.31			833,154		0.99		1.39(c)		1
2015		28.55		0.25		(1.71	)		(1.46	)		(0.18	)		(1.83	)		—			(2.01	)		0.00		25.08		(5.40	)		985,647		0.88		1.37(c)		3
2014		26.68		0.30		3.05			3.35			(0.44	)		(0.38	)		(0.66	)		(1.48	)		0.00		28.55		12.64			1,604,629		1.06		1.37		4
Class A
2018		$22.73		$0.19		$1.33			$1.52			$(0.20	)		$(3.68	)		$(1.40	)		$(5.28	)		$0.00		$18.97		6.76	%		$86,332		0.82%		1.40%(c)(d)		0%(e)
2017		23.96		0.24		2.96			3.20			(0.25	)		(3.33	)		(0.85	)		(4.43	)		0.00		22.73		13.92			115,702		0.96		1.39(c)(d)		1
2016		24.99		0.26		2.71			2.97			(0.26	)		(2.35	)		(1.39	)		(4.00	)		0.00		23.96		11.31			160,593		0.99		1.39(c)		1
2015		28.45		0.26		(1.71	)		(1.45	)		(0.18	)		(1.83	)		—			(2.01	)		0.00		24.99		(5.38	)		183,418		0.90		1.37(c)		3
2014		26.59		0.30		3.04			3.34			(0.44	)		(0.38	)		(0.66	)		(1.48	)		0.00		28.45		12.64			209,501		1.07		1.37		4
Class C
2018		$19.17		$0.01		$1.13			$1.14			$(0.07	)		$(3.68	)		$(1.53	)		$(5.28	)		$0.00		$15.03		6.02	%		$176,167		0.07%		2.15%(c)(d)		0%(e)
2017		20.99		0.05		2.56			2.61			(0.10	)		(3.33	)		(1.00	)		(4.43	)		0.00		19.17		13.04			246,690		0.22		2.14(c)(d)		1
2016		22.48		0.06		2.45			2.51			(0.09	)		(2.35	)		(1.56	)		(4.00	)		0.00		20.99		10.51			306,349		0.24		2.14(c)		1
2015		25.99		0.04		(1.54	)		(1.50	)		(0.18	)		(1.83	)		—			(2.01	)		0.00		22.48		(6.10	)		329,846		0.15		2.12(c)		3
2014		24.59		0.08		2.80			2.88			(0.25	)		(0.38	)		(0.85	)		(1.48	)		0.00		25.99		11.78			321,772		0.31		2.12		4
Class I
2018		$23.75		$0.26		$1.40			$1.66			$(0.26	)		$(3.68	)		$(1.34	)		$(5.28	)		$0.00		$20.13		7.07	%		$357,812		1.08%		1.15%(c)(d)		0%(e)
2017		24.80		0.31		3.07			3.38			(0.31	)		(3.33	)		(0.79	)		(4.43	)		0.00		23.75		14.19			443,912		1.21		1.14(c)(d)		1
2016		25.68		0.33		2.79			3.12			(0.32	)		(2.35	)		(1.33	)		(4.00	)		0.00		24.80		11.59			484,305		1.24		1.14(c)		1
2015		29.11		0.34		(1.76	)		(1.42	)		(0.18	)		(1.83	)		—			(2.01	)		0.00		25.68		(5.15	)		663,429		1.15		1.12(c)		3
2014		27.11		0.38		3.10			3.48			(0.51	)		(0.38	)		(0.59	)		(1.48	)		0.00		29.11		12.92			652,719		1.28		1.12		4

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

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

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

(c)	The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2018, 2017, 2016, and 2015, there was no impact on the expense ratios.

(d)

The Fund incurred interest expense during the years ended September 30, 2018 and 2017. If interest expense had not been incurred, the ratio of operating expenses to average net assets would have been 1.39% and 1.38% (Class AAA and Class A), 2.14% and 2.13% (Class C), and 1.14% and 1.13% (Class I), respectively. For the years ended September 30, 2016, 2015, and 2014, the effect of interest expense was minimal.

(e)	Amount represents less than 0.5%.

See accompanying notes to financial statements.

The Gabelli Equity Income Fund

Notes to Financial Statements

1. Organization. The Gabelli Equity Income Fund is a series of the Gabelli Equity Series Funds, Inc. (the Corporation). The Corporation was incorporated on July 25, 1991 in Maryland. 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 four separately managed portfolios of the Corporation. The Fund seeks to provide a high level of total return on its assets with an emphasis on income. The Fund commenced investment operations on January 2, 1992.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

New Accounting Pronouncements. The SEC recently adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These Regulation S-X amendments are reflected in the Fund’s financial statements for the year ended September 30, 2018. As a result of adopting these amendments, the distributions to shareholders in the September 30, 2017 Statement of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation.

To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update (ASU) 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of the additions relating to ASU 2018-13 is not required, even if early adoption is elected for the removals under ASU 2018-13. Management has early adopted the removals set forth in ASU 2018-13 in these financial statements and has not early adopted the additions set forth in ASU 2018-13.

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).

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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 obligations 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, 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. 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. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

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;

●

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 Board’s determinations as to the fair value of investments).

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the 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, 2018 is as follows:


	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Other Significant Observable Inputs		Total Market Value at 9/30/18
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Energy and Utilities: Electric	$	5,349,510		—		$ 0	$	5,349,510
Other Industries (a)		1,180,453,367		—		—		1,180,453,367
Total Common Stocks		1,185,802,877		—		0		1,185,802,877
Closed-End Funds		7,493,200		—		—		7,493,200
Convertible Preferred Stocks (a)		980,200		—		—		980,200
Warrants (a)		2		—		—		2
TOTAL INVESTMENTS IN SECURITIES – ASSETS	$	1,194,276,279		—		$ 0	$	1,194,276,279

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

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in 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 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.

Collateral requirements differ by type of derivative. Collateral requirements are set by the broker or exchange clearing house for exchange traded derivatives, while collateral terms are contract specific for derivatives traded over-the-counter. Securities pledged to cover obligations of the Fund under derivative contracts are noted in the Schedule of Investments. Cash collateral, if any, pledged for the same purpose will be reported separately in the Statement of Assets and Liabilities.

The Fund’s derivative contracts held at September 30, 2018, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Options. The Fund may purchase or write call or put options on securities or indices for the purpose of increasing the income of the Fund. As a writer of put options, the Fund receives a premium at the outset and then bears the risk of unfavorable changes in the price of the financial instrument underlying the option. The Fund would incur a loss if the price of the underlying financial instrument decreases between the date the option is written and the date on which the option is terminated. The Fund would realize a gain, to the extent of the premium, if the price of the financial instrument increases between those dates.

As a purchaser of call options, the Fund pays a premium for the right to buy the underlying security at a specified price. The seller of the call has the obligation to sell the underlying security upon exercise at the exercise price. If the price of the underlying security declines, the Fund would realize a loss upon sale or exercise. If the price of the underlying security increases or stays the same, the Fund would realize a gain upon sale or at expiration date, but only to the extent of the premium paid.

As a purchaser of put options, the Fund pays a premium for the right to sell to the seller of the put option the underlying security at a specified price. The seller of the put has the obligation to purchase the underlying security upon exercise at the exercise price. If the price of the underlying security declines, the Fund would realize a gain upon sale or exercise. If the price of the underlying security increases or stays the same, the Fund would realize a loss upon sale or at expiration date, but only to the extent of the premium paid.

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

premium reduces the cost basis of the security. In the case of call options, the exercise prices are referred to as “in-the-money,” “at-the-money,” and “out-of-the-money,” respectively. The Fund may write (a) in-the-money call options when the Adviser expects that the price of the underlying security will remain stable or decline during the option period, (b) at-the-money call options when the Adviser expects that the price of the underlying security will remain stable, decline, or advance moderately during the option period, and (c) out-of-the-money call options when the Adviser expects that the premiums received from writing the call option will be greater than the appreciation in the price of the underlying security above the exercise price. By writing a call option, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. Out-of-the-money, at-the-money, and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be utilized in the same market environments that such call options are used in equivalent transactions. At September 30, 2018, the Fund held no option positions.

The Fund’s volume of activity in put options purchased while outstanding during the fiscal year ended September 30, 2018 had an average monthly market value of approximately $254,375.

For the fiscal year ended September 30, 2018, the effect of options purchased with equity risk exposure can be found in the Statement of Operations, under Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency, under Net realized gain on investments and within Net change in unrealized appreciation/depreciation on investments.

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, 2018, there were no short sales.

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 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.

The Gabelli Equity Income 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 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 Securities. The Fund may invest up to 15% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than 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. At September 30, 2018, the Fund held no restricted securities.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

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

In calculating the 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.

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. The characterization of distributions to shareholders is 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

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

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. These reclassifications have no impact on the NAV of the Fund. For the fiscal year ended September 30, 2018, reclassifications were made to decrease paid-in capital of $80,811 with an offsetting adjustment to total distributable earnings.

The tax character of distributions paid during the fiscal years ended September 30, 2018 and 2017 was as follows:


	Year Ended September 30, 2018		Year Ended September 30, 2017
Distributions paid from:
Ordinary income		$ 11,254,231		$ 16,301,070
Net long term capital gains		211,847,944		222,927,630
Return of capital		56,410,225		44,667,498

Total distributions paid		$279,512,400		$283,896,198

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, and may cause such gains to be treated as ordinary income. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. 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.

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

At September 30, 2018, the components of accumulated earnings/losses on a tax basis were as follows:


Net unrealized appreciation on investments		$	676,514,359

At September 30, 2018, the temporary difference between book basis and tax basis net unrealized appreciation on investments was due to deferral of losses from wash sales for tax purposes and tax basis adjustments on investments in partnerships.

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2018:


	Cost	Gross Unrealized Appreciation	Gross Unrealized Depreciation	Net Unrealized Appreciation
Investments	$517,747,924	$696,458,010	$(19,929,655)	$676,528,355

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. During the fiscal year ended September 30, 2018, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2018, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. 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 $18,000 plus $2,000 for each Board meeting attended, and they are reimbursed for any out of pocket expenses incurred in attending meetings. All Board committee members receive $1,000 per meeting attended. The Chairman of the Audit Committee receives a $3,000 annual fee, and the Lead Director receives an annual fee of $2,000. A Director may receive a single meeting fee, allocated among the participating funds, for attending 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 for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class AAA, Class A, and Class C Share plans, payments are authorized to G.distributors, LLC (the Distributor), an affiliate of the Adviser, 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 during the fiscal year ended September 30, 2018, other than short term securities and U.S. Government obligations, aggregated to $2,602,249 and $409,395,189, respectively.

6. Transactions with Affiliates and Other Arrangements. During the fiscal year ended September 30, 2018, the Fund paid $172,471 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $55,506 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

During the fiscal year ended September 30, 2018, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $11,218.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the fiscal year ended September 30, 2018, the Fund accrued $45,000 in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 6, 2019 and may be renewed annually, 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 a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “interest expense” in the Statement of Operations. At September 30, 2018, there was $59,429,000 outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the fiscal year ended September 30, 2018 was $5,688,384 with a weighted average interest rate of 3.08%. The maximum amount borrowed at any time during the fiscal year ended September 30, 2018 was $66,716,000.

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase. Class T Shares were liquidated on September 21, 2018.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the fiscal years ended September 30, 2018 and 2017, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

The Gabelli Equity Income Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:


	Year Ended September 30, 2018						Year Ended September 30, 2017

	Shares			Amount			Shares			Amount
Class AAA
Shares sold		679,572		$	15,716,026			862,523		$	21,170,107
Shares issued upon reinvestment of distributions		6,035,921			120,316,691			5,139,637			121,720,640
Shares redeemed		(8,414,843	)		(192,621,106	)		(11,617,845	)		(284,227,548	)

Net decrease		(1,699,350	)	$	(56,588,389	)		(5,615,685	)	$	(141,336,801	)

Class A
Shares sold		644,832		$	14,727,628			1,006,847		$	24,446,134
Shares issued upon reinvestment of distributions		996,100			19,748,656			883,500			20,834,875
Shares redeemed		(2,180,983	)		(49,512,086	)		(3,502,297	)		(85,820,416	)

Net decrease		(540,051	)	$	(15,035,802	)		(1,611,950	)	$	(40,539,407	)

Class C
Shares sold		1,174,177		$	21,686,613			1,568,812		$	32,959,277
Shares issued upon reinvestment of distributions		2,942,702			46,752,707			2,430,036			48,957,746
Shares redeemed		(5,259,907	)		(99,879,660	)		(5,728,392	)		(120,586,103	)

Net decrease		(1,143,028	)	$	(31,440,340	)		(1,729,544	)	$	(38,669,080	)

Class I
Shares sold		2,734,591		$	65,019,434			4,269,136		$	108,875,120
Shares issued upon reinvestment of distributions		3,605,793			75,575,488			2,954,672			72,514,758
Shares redeemed		(7,251,786	)		(172,618,193	)		(8,063,673	)		(203,337,393	)

Net decrease		(911,402	)	$	(32,023,271	)		(839,865	)	$	(21,947,515	)

Class T *
Shares sold		—			—			39		$	1,000
Shares issued upon reinvestment of distributions		2		$	36			6			134
Shares redeemed		(47	)		(1,099	)		—			—

Net increase/(decrease)		(45	)	$	(1,063	)		45		$	1,134

*	Class T Shares were liquidated on September 21, 2018.

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

The Gabelli Equity Income Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Equity Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of The Gabelli Equity Income Fund (the “Fund”) (one of the funds constituting Gabelli Equity Series Funds, Inc. (the “Corporation”)), including the schedule of investments, as of September 30, 2018, 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, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Gabelli Equity Series Funds, Inc.) at September 30, 2018, 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit of the Corporation’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2018, by correspondence with the custodians. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more Gabelli/GAMCO Funds investment companies since 1992.

Philadelphia, Pennsylvania

November 27, 2018

The Gabelli Equity Income Fund

Additional Fund Information (Unaudited)

The business and affairs of the Corporation 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) Address¹ and Age	Term of Office and Length of Time Served²	Number of Funds in Fund Complex Overseen by Director	Principal Occupation(s) During Past Five Years	Other Directorships Held by Director³
INTERESTED DIRECTORS⁴:

Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 76	Since 1991	33	Chairman, Chief Executive Officer, and Chief Investment Officer– Value Portfolios 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications)

John D. Gabelli Director Age: 74	Since 1991	10	Senior Vice President of G.research, LLC	—

INDEPENDENT DIRECTORS⁵:

Anthony J. Colavita Director Age: 82	Since 1991	18	President of the law firm of Anthony J. Colavita, P.C.	—

Vincent D. Enright Director Age: 74	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of The LGL Group, Inc. (diversified manufacturing) (2011-2014)

Robert J. Morrissey Director Age: 79	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board of Directors, Belmont Savings Bank

Kuni Nakamura⁶ Director Age: 50	Since 2009	36	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—

Anthony R. Pustorino Director Age: 93	Since 1991	9	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)

Anthonie C. van Ekris Director Age: 84	Since 1991	21	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/ export company)	—

Salvatore J. Zizza Director Age: 72	Since 2001	30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals)

The Gabelli Equity Income Fund

Additional Fund Information (Continued) (Unaudited)


Name, Position(s) Address¹ and Age	Term of Office and Length of Time Served²	Principal Occupation(s) During Past Five Years
OFFICERS:

Bruce N. Alpert President Age: 66	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008

John C. Ball Treasurer Age: 42	Since 2017	Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President of State Street Corporation, 2007-2014

Agnes Mullady Vice President Age: 60	Since 2006	Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2015; Chief Executive Officer of G.distributors, LLC since 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital Group, Inc. since 2016

Andrea R. Mango Secretary Age: 46	Since 2013	Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013

Richard J. Walz Chief Compliance Officer Age: 59	Since 2013	Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013

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

Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in accordance with the Fund’s By-Laws and Articles of Incorporation. For officers, includes time served in prior officer positions with the Fund. 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, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁴	“Interested person” of the Fund as defined in the 1940 Act. Messers. 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.

⁶	Mr. Nakamura is a director of Gabelli Merger Plus+ Trust Plc, which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser.

The Gabelli Equity Income Fund

Additional Fund Information (Continued) (Unaudited)

2018 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended September 30, 2018, the Fund paid to shareholders, ordinary income distributions (inclusive of short term capital gains) totaling $0.205, $0.205, $0.003, $0.068, and $0.263 for each of Class AAA, Class A, Class C, Class I, and Class T, respectively, and long term capital gains totaling $211,847,944, or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors. For the year ended September 30, 2018, 34.73% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 46.28% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.03% of the ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Reauthorization, and Job Creation Act of 2010. The Fund designates 100% of the ordinary income distribution as qualified short term gain pursuant to the American Jobs Creation Act of 2004.

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.

Portfolio Manager Biography

Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Executive Chairman of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

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. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

Gabelli Equity Series Funds, Inc.

THE GABELLI EQUITY INCOME FUND

One Corporate Center

Rye, New York 10580-1422

t	800-GABELLI (800-422-3554)

f	914-921-5118

e	info@gabelli.com

GABELLI.COM

Net Asset Value per share available daily

by calling 800-GABELLI after 7:00 P.M.


BOARD OF DIRECTORS		Anthonie C. van Ekris
Mario J. Gabelli, CFA		Chairman,
Chairman and		BALMAC International, Inc.
Chief Executive Officer,		Salvatore J. Zizza
GAMCO Investors, Inc.		Chairman,
Executive Chairman,		Zizza & Associates Corp.
Associated Capital Group, Inc.
		OFFICERS
Anthony J. Colavita		Bruce N. Alpert
President,		President
Anthony J. Colavita, P.C.		John C. Ball
		Treasurer
Vincent D. Enright		Agnes Mullady
Former Senior Vice		Vice President
President and Chief		Andrea R. Mango
Financial Officer,		Secretary
KeySpan Corp.		Richard J. Walz
		Chief Compliance Officer
John D. Gabelli
Senior Vice President,		DISTRIBUTOR
G.research, LLC		G.distributors, LLC

Robert J. Morrissey		CUSTODIAN
Partner,		State Street Bank and Trust
Morrissey, Hawkins & Lynch		Company

Kuni Nakamura		TRANSFER AGENT AND
President, Advanced Polymer, Inc.		DIVIDEND DISBURSING AGENT
		DST Asset Manager
Anthony R. Pustorino		Solutions, Inc.
Certified Public Accountant,
Professor Emeritus,		LEGAL COUNSEL
Pace University		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.

GAB444Q318AR

LOGO

The Gabelli Small Cap Growth Fund

Annual Report — September 30, 2018

To Our Shareholders,

For the fiscal year ended September 30, 2018, the net asset value (NAV) per Class AAA Share of The Gabelli Small Cap Growth Fund increased 7.2% compared with an increase of 15.2% for the Russell 2000 Index. Other classes of shares are available. See page 3 for performance information for all classes of shares.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2018.

Performance Discussion

The Fund invests primarily in small cap companies, that through bottom-up fundamental research, the portfolio manager believes are attractively priced relative to their earnings growth potential or Private Market Values. The Fund characterizes small capitalization companies as those companies with a market capitalization of $3 billion or less at the time of the Fund’s initial investment.

Stocks continued their strong performance to begin the Fund’s fiscal year, though volatility finally returned with a sharp market decline in February and continued choppiness in March, leading to major averages posting their first quarterly declines since 2015. Economic fundamentals continued to be largely positive - synchronous global growth, low unemployment, corporate profits boosted by tax reform, and lower personal taxes for many Americans – but a new set of worries came to the forefront for investors already uneasy about stretched valuations: trade wars, regulatory risks in the technology sector, and the U.S. Federal Reserve’s gradual liquidity reduction and rising policy rate.

During the second calendar quarter of 2018, markets recouped first quarter losses to finish the first half of the year modestly higher. Economic indicators, including the unemployment rate, remained favorable, while the Federal Reserve continued its interest rate normalization program, with two interest rate hikes in the first half of 2018.

The last quarter of the Fund’s fiscal year saw financial and economic data continue to support the rally, with U.S. GDP growing by 4.2%, the unemployment rate falling to a 49 year low of 3.7%, and corporate profits growing over 16%. These positives were enough to overlook continued trade tensions, Federal Reserve driven rising interest rates, and uncertainty around the midterm congressional elections; as the S&P 500 set record highs in September, though small cap stocks, as measured by the Russell 2000 Index, underperformed the broader market.

Among the better performing stocks was Kikkoman Corp. (2.0% of net assets as of September 30, 2018), based outside of Tokyo, Japan, which is the world’s largest producer of soy sauce and soy based condiments. Kikkoman has benefited from the growing popularization of Japanese cuisine, especially in the developed markets of North America, Europe, and Asia. O’Reilly Automotive Inc. (1.4%), one of the largest specialty retailers of automotive aftermarket parts, reported comparable store sales growth of 4.6% for the second calendar quarter, showing the company’s continued resilience to e-commerce competition. Another top contributor, Chemed Corp. (0.8%), provides hospice and palliative care services, and residential and commercial plumbing and drain cleaning services. Chemed saw positive effects of a burgeoning home healthcare industry.

Our weaker performing stocks during the fiscal year included Diebold Nixdorf Inc. (0.1%), a global leader in the manufacturing and servicing of ATM machines, which lowered EBITDA guidance and was forced to raise expensive capital to avoid tripping debt covenants amid negative free cash flow generation. RPC Inc. (0.8%) provides a range of oilfield services and equipment for the oil and gas industry and suffered from a decreasing rig count in the U.S. and larger than expected seasonal slowdowns. Dana Inc. (0.6%) is a supplier of axles, drivelines, and thermal products for the automotive and trucking industries which have seen weaker passenger vehicle volumes due to the cyclical nature of heavy duty truck sales.

We appreciate your confidence and trust.

Comparative Results


Average Annual Returns through September 30, 2018 (a)(b) (Unaudited)													Since
													Inception
	1 Year			5 Year			10 Year			15 Year			(10/22/91)
Class AAA (GABSX)		7.21	%		9.17	%		11.08	%		10.99	%		12.57	%
Russell 2000 Index		15.24			11.07			11.11			10.12			10.12
Class A (GCASX)		7.21			9.17			11.09			10.99			12.57
With sales charge (c)		1.05			7.89			10.43			10.55			12.32
Class C (GCCSX)		6.41			8.36			10.26			10.18			12.11
With contingent deferred sales charge (d)		5.41			8.36			10.26			10.18			12.11
Class I (GACIX)		7.49			9.45			11.36			11.19			12.68

In the current prospectuses dated January 26, 2018, the expense ratios for Class AAA, A, C, and I Shares are 1.38%, 1.38%, 2.13%, and 1.13%, respectively. See page 17 for the expense ratios for the year ended September 30, 2018. Class AAA and Class I Shares have no sales charge. The maximum sales charge for Class A and Class C Shares is 5.75% 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. Visit www.gabelli.com for performance information as of the most recent month end. Returns would have been lower had the Adviser not reimbursed certain expenses of the Fund. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003, and the Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses associated with this class 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 is an unmanaged indicator which measures the performance of the small cap segment of the U.S. equity market. Dividends are considered reinvested. You cannot invest directly in an index.

(b)

The Fund’s fiscal year end is September 30.

(c)

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

(d)

Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI SMALL CAP GROWTH FUND CLASS AAA AND THE RUSSELL 2000 INDEX (Unaudited)

LOGO

*	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.


The Gabelli Small Cap Growth Fund
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from April 1, 2018 through September 30, 2018		Expense Table

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

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense


	Beginning Account Value 04/01/18	Ending Account Value 09/30/18	Annualized Expense Ratio	Expenses Paid During Period*
*The Gabelli Small Cap Growth Fund*
Actual Fund Return
Class AAA	$1,000.00	$1,058.00	1.37%	$ 7.07
Class A	$1,000.00	$1,058.10	1.37%	$ 7.07
Class C	$1,000.00	$1,054.20	2.12%	$10.92
Class I	$1,000.00	$1,059.90	1.12%	$ 5.78
Hypothetical 5% Return
Class AAA	$1,000.00	$1,018.20	1.37%	$ 6.93
Class A	$1,000.00	$1,018.20	1.37%	$ 6.93
Class C	$1,000.00	$1,014.44	2.12%	$10.71
Class I	$1,000.00	$1,019.45	1.12%	$ 5.67

*	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.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2018:

The Gabelli Small Cap Growth Fund


Food and Beverage	10.0	%
Equipment and Supplies	9.6	%
Diversified Industrial	6.9	%
Health Care	6.2	%
Energy and Utilities	6.2	%
Automotive: Parts and Accessories	5.1	%
Retail	5.0	%
Business Services	4.6	%
Aviation: Parts and Services	4.4	%
Financial Services	4.0	%
Hotels and Gaming	3.8	%
Specialty Chemicals	3.4	%
Building and Construction	3.4	%
Entertainment	3.0	%
Computer Software and Services	2.7	%
Consumer Services	2.0	%
Electronics	1.8	%
Machinery	1.8	%
Consumer Products	1.7	%
Telecommunications	1.6	%
Broadcasting	1.5	%
Real Estate	1.4	%


Automotive	1.4	%
Cable	1.3	%
Transportation	1.2	%
Aerospace	1.1	%
Metals and Mining	1.0	%
Environmental Services	0.8	%
Manufactured Housing and Recreational Vehicles	0.8	%
Publishing	0.8	%
U.S. Government Obligations	0.5	%
Home Furnishings	0.3	%
Wireless Communications	0.2	%
Communications Equipment	0.2	%
Closed-End Funds	0.1	%
Educational Services	0.0	%*
Paper and Forest Products	0.0	%*
Agriculture	0.0	%*
Other Assets and Liabilities (Net)	0.2	%


	100.0	%


* Amount represents less than 0.05%.

Proxy Voting

The Gabelli Small Cap Growth Fund

Schedule of Investments — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS — 98.9%
		Aerospace — 1.1%
	1,250,000	Aerojet Rocketdyne Holdings Inc.†	$	8,355,778	$	42,487,500
	20,000	Embraer SA, ADR		335,120		391,800
	40,000	Innovative Solutions & Support Inc.†		130,088		101,600

				8,820,986		42,980,900


		Agriculture — 0.0%
	12,000	Cadiz Inc.†		93,950		133,800


		Automotive — 1.4%
	1,316,000	Navistar International Corp.†		35,708,651		50,666,000
	15,000	PACCAR Inc.		627,598		1,022,850

				36,336,249		51,688,850


		Automotive: Parts and Accessories — 4.9%
	5,000	Adient plc		235,000		196,550
	236,000	BorgWarner Inc.		1,330,291		10,096,080
	1,270,000	Brembo SpA		2,438,328		16,632,725
	88,022	China Automotive Systems Inc.†		420,368		309,837
	300,000	Cooper Tire & Rubber Co.		7,298,474		8,490,000
	1,185,000	Dana Inc.		10,629,525		22,123,950
	1,128,307	Federal-Mogul Holdings Corp.†(a)		12,411,080		11,283,070
	1,000	Lear Corp.		142,314		145,000
	700,000	Modine Manufacturing Co.†		8,442,756		10,430,000
	22,000	Monro Muffler Brake Inc.		150,657		1,531,200
	150,000	O’Reilly Automotive Inc.†		3,865,108		52,098,000
	45,000	Puradyn Filter Technologies Inc.†		11,732		2,700
	185,000	SORL Auto Parts Inc.†		1,037,077		771,450
	85,375	Spartan Motors Inc.		468,270		1,259,281
	200,000	Standard Motor Products Inc.		1,551,316		9,844,000
	208,000	Strattec Security Corp.(b)		4,455,293		7,415,200
	375,000	Superior Industries International Inc.		6,093,768		6,393,750
	455,000	Tenneco Inc., Cl. A		3,570,884		19,173,700
	24,000	Thor Industries Inc.		222,371		2,008,800
	150,000	Uni-Select Inc.		2,907,326		2,553,710
	11,000	Visteon Corp.†		636,656		1,021,900

				68,318,594		183,780,903


		Aviation: Parts and Services — 4.4%
	25,000	AAR Corp.		302,990		1,197,250
	9,500	Astronics Corp.†		15,743		413,250
	18,500	Astronics Corp., Cl. B†		29,784		796,610
	9,300,000	BBA Aviation plc		21,187,472		36,437,788
	360,000	Curtiss-Wright Corp.		9,390,484		49,471,200
	44,000	Ducommun Inc.†		868,225		1,796,960
	870,000	Kaman Corp.		16,508,690		58,098,600
	61,000	KLX Inc.†		2,313,775		3,829,580


Shares			Cost		Market Value
	90,000	Moog Inc., Cl. A	$	1,139,951	$	7,737,300
	16,500	Moog Inc., Cl. B		496,050		1,366,777
	68,000	Woodward Inc.		1,052,020		5,498,480

				53,305,184		166,643,795


		Broadcasting — 1.5%
	341,500	Beasley Broadcast Group Inc., Cl. A		2,060,380		2,356,350
	10,000	Cogeco Communications Inc.		340,851		500,910
	23,300	Cogeco Inc.		592,837		1,050,949
	196,000	Corus Entertainment Inc., Cl. B		723,798		635,807
	25,000	Gray Television Inc.†		73,674		437,500
	72,000	Gray Television Inc., Cl. A†		381,307		1,148,400
	1,100,000	ITV plc		2,908,980		2,263,171
	20,000	Liberty Broadband Corp., Cl. A†		124,003		1,686,600
	48,000	Liberty Broadband Corp., Cl. C†		553,963		4,046,400
	20,000	Liberty Media Corp.-Liberty Formula One, Cl. A†		66,962		711,600
	40,000	Liberty Media Corp.-Liberty Formula One, Cl. C†		139,035		1,487,600
	74,000	Liberty Media Corp.-Liberty SiriusXM, Cl. A†		250,074		3,214,560
	79,000	Liberty Media Corp.-Liberty SiriusXM, Cl. C†		254,428		3,432,550
	360,000	MSG Networks Inc., Cl. A†		2,378,357		9,288,000
	100,000	Nexstar Media Group Inc., Cl. A		6,135,000		8,140,000
	212,000	Pandora Media Inc.†		1,178,414		2,016,120
	95,513	RLJ Entertainment Inc.†		384,639		592,181
	511,330	Salem Media Group Inc.		895,352		1,738,522
	169,000	Sinclair Broadcast Group Inc., Cl. A		1,323,964		4,791,150
	450,000	Sirius XM Holdings Inc		219,282		2,844,000
	108,000	Tribune Media Co., Cl. A		3,831,921		4,150,440

				24,817,221		56,532,810


		Building and Construction — 3.4%
	193,000	Armstrong Flooring Inc.†		3,397,814		3,493,300
	55,000	Beazer Homes USA Inc.†		924,311		577,500
	287,000	D.R. Horton Inc.		3,371,914		12,105,660
	52,000	Gibraltar Industries Inc.†		1,113,797		2,371,200
	472,906	Herc Holdings Inc.†		16,120,515		24,212,787
	670,000	Hovnanian Enterprises Inc., Cl. A†		1,631,434		1,072,000
	2,000	JELD-WEN Holding Inc.†		51,069		49,320
	135,000	Johnson Controls International plc		2,609,395		4,725,000
	200,000	KB Home		2,123,861		4,782,000
	490,800	Lennar Corp., Cl. B		13,230,437		18,895,800
	600,000	Louisiana-Pacific Corp.		5,071,723		15,894,000

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Building and Construction (Continued)
	136,080	MDC Holdings Inc.	$	2,993,987	$	4,025,246
	150,000	Meritage Homes Corp.†		3,332,016		5,985,000
	2,700	NVR Inc.†		1,908,453		6,671,160
	335,000	PulteGroup Inc.		2,364,900		8,297,950
	60,000	Titan Machinery Inc.†		1,004,304		929,100
	370,000	Toll Brothers Inc.		7,232,546		12,221,100

				68,482,476		126,308,123


		Business Services — 4.6%
	36,000	ACCO Brands Corp.		266,315		406,800
	652,000	Clear Channel Outdoor Holdings Inc., Cl. A		1,955,741		3,879,400
	606,900	Diebold Nixdorf Inc.		7,389,057		2,731,050
	559,000	Edgewater Technology Inc.†		2,762,887		2,806,180
	95,000	GP Strategies Corp.†		791,180		1,600,750
	25,000	GSE Systems Inc.†		87,955		90,000
	1,494,237	Internap Corp.†(b)		12,144,225		18,872,213
	891,600	Live Nation Entertainment Inc.†		8,804,825		48,565,452
	180,000	Loomis AB, Cl. B		1,860,625		5,796,521
	208,000	Macquarie Infrastructure Corp.		1,129,353		9,595,040
	94,000	McGrath RentCorp.		2,555,092		5,120,180
	85,000	Scientific Games Corp.†		781,279		2,159,000
	20,000	Sealed Air Corp.		587,044		803,000
	16,000	Sequential Brands Group Inc.†		102,076		26,720
	115,000	Sohgo Security Services Co. Ltd.		1,389,979		5,055,668
	17,000	Stamps.com Inc.†		147,469		3,845,400
	345,000	Team Inc.†		5,376,189		7,762,500
	33,000	The Brink’s Co.		613,158		2,301,750
	1,900,000	The Interpublic Group of Companies Inc.		13,505,056		43,453,000
	33,050	TransAct Technologies Inc.		168,459		475,920
	113,500	Trans-Lux Corp.†(b)		88,711		41,995
	47,000	United Rentals Inc.†		587,456		7,689,200
	14,444	Vectrus Inc.†		306,666		450,508

				63,400,797		173,528,247


		Cable — 1.3%
	167,000	AMC Networks Inc., Cl. A†		2,124,059		11,078,780
	2,000	Cable One Inc.		546,453		1,767,220
	50,000	DISH Network Corp., Cl. A†		968,420		1,788,000
	36,000	EchoStar Corp., Cl. A†		708,109		1,669,320
	297,990	Liberty Global plc, Cl. A†		7,607,076		8,620,851
	734,391	Liberty Global plc, Cl. C†		18,704,379		20,680,451
	312,100	WideOpenWest Inc.†		4,534,920		3,498,641

				35,193,416		49,103,263


Shares			Cost		Market Value
		Communications Equipment — 0.2%
	263,016	Communications Systems Inc.	$	1,843,164	$	736,445
	52,000	Fortinet Inc.†		1,067,508		4,798,040

				2,910,672		5,534,485


		Computer Software and Services — 2.7%
	50,000	3D Systems Corp.†		629,043		945,000
	146,000	Activision Blizzard Inc.		2,222,250		12,145,740
	95,000	Avid Technology Inc.†		692,425		563,350
	176,000	comScore Inc.†		4,230,260		3,208,480
	40,000	InterXion Holding NV†		630,985		2,692,000
	20,000	Mercury Systems Inc.†		303,410		1,106,400
	20,000	MKS Instruments Inc.		364,304		1,603,000
	235,000	NCR Corp.†		2,166,385		6,676,350
	3,996	NetScout Systems Inc.†		14,188		100,899
	12,000	Rocket Internet SE†		305,549		375,623
	100,000	Rockwell Automation Inc.		2,731,906		18,752,000
	10,000	SecureWorks Corp., Cl. A†		127,406		146,500
	138,000	Stratasys Ltd.†		3,556,044		3,189,180
	208,000	Tyler Technologies Inc.†		681,507		50,972,480
	3,000	Zedge Inc., Cl. B†		9,933		5,970

				18,665,595		102,482,972


		Consumer Products — 1.7%
	270,000	1-800-FLOWERS.COM Inc., Cl. A†		1,034,248		3,186,000
	74,000	Brunswick Corp.		1,881,888		4,959,480
	33,500	Chofu Seisakusho Co. Ltd.		484,644		770,718
	87,000	Church & Dwight Co. Inc.		201,105		5,165,190
	20,000	Energizer Holdings Inc.		857,799		1,173,000
	76,000	Ginko International Co. Ltd.		862,018		499,067
	2,000	Harley-Davidson Inc.		4,712		90,600
	147,300	Hunter Douglas NV		6,420,817		11,082,260
	2,800	Kobayashi Pharmaceutical Co. Ltd.		115,862		206,020
	13,000	LCI Industries		218,598		1,076,400
	270,000	Marine Products Corp.		170,928		6,180,300
	10,000	National Presto Industries Inc.		300,897		1,296,500
	32,000	Newell Brands Inc.		639,270		649,600
	425,000	Sally Beauty Holdings Inc.†		2,879,800		7,815,750
	220,000	Samick Musical Instruments Co. Ltd.		299,584		404,598
	10,000	Scandinavian Tobacco Group A/S		156,448		153,358
	13,000	Shimano Inc.		1,500,919		2,094,966
	2,000	Spectrum Brands Holdings Inc.		178,449		149,440
	9,500	Steven Madden Ltd.		35,261		502,550
	150,000	Swedish Match AB		2,992,162		7,679,411
	28,000	The Scotts Miracle-Gro Co.		1,024,590		2,204,440
	22,000	WD-40 Co.		606,916		3,786,200

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Consumer Products (Continued)
	100,000	Wolverine World Wide Inc.	$	486,710	$	3,905,000

				23,353,625		65,030,848


		Consumer Services — 2.0%
	53,000	Bowlin Travel Centers Inc.†		53,947		125,875
	2,750	Collectors Universe Inc.		0		40,700
	30,000	GCI Liberty Inc., Cl. A†		328,297		1,530,000
	18,000	IAC/InterActiveCorp.†		199,991		3,900,960
	264,000	KAR Auction Services Inc.		3,557,582		15,758,160
	20,000	Liberty Expedia Holdings Inc., Cl. A†		257,948		940,800
	25,000	Liberty TripAdvisor Holdings Inc., Cl. A†		258,728		371,250
	140,000	Qurate Retail Inc.†		2,130,969		3,109,400
	800,000	Rollins Inc.		2,007,877		48,552,000

				8,795,339		74,329,145


		Diversified Industrial — 6.9%
	15,700	Acuity Brands Inc.		161,657		2,468,040
	30,000	Aegion Corp.†		561,304		761,400
	95,000	Albany International Corp., Cl. A		2,064,720		7,552,500
	15,000	Altra Industrial Motion Corp.		673,816		619,500
	152,400	Ampco-Pittsburgh Corp.†		1,442,695		899,160
	6,000	Anixter International Inc.†		57,120		421,800
	73,037	Burnham Holdings Inc., Cl. A		1,322,546		1,095,555
	400,000	Crane Co.		9,478,082		39,340,000
	140,000	EnPro Industries Inc.		8,043,562		10,210,200
	115,000	Greif Inc., Cl. A		2,267,516		6,170,900
	117,970	Greif Inc., Cl. B		5,709,954		6,800,971
	1,589,485	Griffon Corp.		20,127,793		25,670,183
	30,000	Haynes International Inc.		1,354,268		1,065,000
	190,000	Jardine Strategic Holdings Ltd.		3,487,637		6,897,000
	8,000	JSP Corp.		259,990		204,330
	840,000	Katy Industries Inc.†(b)		2,604		2,646
	180,000	Kimball International Inc., Cl. B		1,811,995		3,015,000
	50,000	L.B. Foster Co., Cl. A†		642,804		1,027,500
	80,000	Lawson Products Inc.†		1,171,587		2,712,000
	94,000	Lincoln Electric Holdings Inc.		2,524,683		8,783,360
	59,000	Lindsay Corp.		1,381,410		5,914,160
	27,000	Lydall Inc.†		286,221		1,163,700
	40,221	Matthews International Corp., Cl. A		1,224,438		2,017,083
	1,000,000	Myers Industries Inc.		14,177,334		23,250,000
	19,000	nVent Electric plc		231,864		516,040
	126,000	Oil-Dri Corp. of America		1,382,128		4,858,560
	120,000	Olin Corp.		2,318,113		3,081,600
	309,000	Park-Ohio Holdings Corp.		3,012,238		11,850,150
	19,000	Pentair plc		495,270		823,650


Shares			Cost		Market Value
	98,000	Raven Industries Inc.	$	2,426,663	$	4,483,500
	26,000	Roper Technologies Inc.		491,404		7,701,460
	96,000	Sonoco Products Co.		2,940,089		5,328,000
	57,000	Standex International Corp.		1,528,709		5,942,250
	470,042	Steel Connect Inc.†		1,630,851		1,001,189
	285,046	Steel Partners Holdings LP†		4,817,329		4,838,656
	17,000	T Hasegawa Co. Ltd.		324,463		351,910
	8,000	Terex Corp.		190,480		319,280
	390,000	Textron Inc.		2,523,213		27,873,300
	537,700	Tredegar Corp.		9,183,922		11,641,205
	260,000	Trinity Industries Inc.		4,216,388		9,526,400
	40,000	Ultra Electronics Holdings plc		829,125		827,924

				118,777,985		259,027,062


		Educational Services — 0.0%
	59,000	Career Education Corp.†		416,169		880,870
	85,000	Universal Technical Institute Inc.†		909,679		226,100

				1,325,848		1,106,970


		Electronics — 1.8%
	192,000	Badger Meter Inc.		2,720,130		10,166,400
	281,652	Bel Fuse Inc., Cl. A(b)		6,359,535		5,951,307
	545,000	CTS Corp.		5,245,019		18,693,500
	500,000	Cypress Semiconductor Corp.		3,909,294		7,245,000
	40,000	Daktronics Inc.		362,126		313,600
	50,000	Dolby Laboratories Inc., Cl. A		2,027,621		3,498,500
	1,167	Fortive Corp.		4,776		98,261
	240,000	Gentex Corp.		2,977,845		5,150,400
	40,000	IMAX Corp.†		583,383		1,032,000
	70,000	KEMET Corp.†		270,334		1,298,500
	350,000	Park Electrochemical Corp.		5,621,932		6,821,500
	60,000	Renesas Electronics Corp.†		389,832		374,934
	32,000	Sparton Corp.†		515,887		461,760
	185,000	Stoneridge Inc.†		1,626,982		5,498,200

				32,614,696		66,603,862


		Energy and Utilities — 6.2%
	23,500	Andeavor		230,748		3,607,250
	57,000	Avangrid Inc.		2,237,235		2,732,010
	120,000	Avista Corp.		3,985,404		6,067,200
	252,000	Black Hills Corp.		6,273,099		14,638,680
	700,000	Black Ridge Oil and Gas Inc.†		7,560		15,428
	278,000	Callon Petroleum Co.†		2,134,907		3,333,220
	46,000	Chesapeake Utilities Corp.		838,953		3,859,400
	5,000	Clean Energy Fuels Corp.†		39,414		13,000
	38,000	CMS Energy Corp.		197,906		1,862,000
	21,000	Connecticut Water Service Inc.		421,740		1,456,770
	11,000	Consolidated Water Co. Ltd.		141,093		152,350
	155,000	Covanta Holding Corp.		287,613		2,518,750
	94,000	Diamondback Energy Inc.		4,888,629		12,707,860
	25,000	Dril-Quip Inc.†		1,190,022		1,306,250

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Energy and Utilities (Continued)
	406,000	El Paso Electric Co.	$	5,906,970	$	23,223,200
	80,000	Energy Recovery Inc.†		352,081		716,000
	265,000	Evergy Inc.		5,350,808		14,553,800
	110,000	Hawaiian Electric Industries Inc.		2,784,810		3,914,900
	41,111	KLX Energy Services Holdings Inc.†		1,203,652		1,315,963
	7,000	Landis+Gyr Group AG		480,009		467,546
	40,000	Middlesex Water Co.		682,891		1,936,800
	95,000	National Fuel Gas Co.		5,556,830		5,325,700
	15,000	Northwest Natural Gas Co.†		715,241		1,003,500
	76,000	NorthWestern Corp.		2,309,229		4,458,160
	80,000	Oceaneering International Inc.†		1,366,984		2,208,000
	288,000	Otter Tail Corp.		6,745,157		13,795,200
	14,000	Patterson-UTI Energy Inc.		275,531		239,540
	1,245,000	PNM Resources Inc.		14,561,503		49,115,250
	72,000	Rowan Companies plc, Cl. A†		2,499,120		1,355,760
	1,970,000	RPC Inc.		1,179,814		30,495,600
	20,000	Siemens Gamesa Renewable Energy SA†		117,491		253,109
	98,000	SJW Group		1,838,479		5,992,700
	175,000	Southwest Gas Holdings Inc. .		4,276,104		13,830,250
	15,000	Spire Inc.		594,172		1,103,250
	41,000	The York Water Co.		573,821		1,246,400
	14,000	Vestas Wind Systems A/S		132,040		946,862

				82,377,060		231,767,658


		Entertainment — 3.0%
	19,000	AMC Entertainment Holdings
		Inc., Cl. A		657,400		389,500
	50,000	Discovery Inc., Cl. A†		863,334		1,600,000
	100,000	Discovery Inc., Cl. C†		926,160		2,958,000
	432,612	Dover Motorsports Inc.		1,597,821		930,116
	140,000	Entertainment One Ltd.		655,486		753,995
	25,000	Eros International plc†		275,489		301,250
	60,000	Inspired Entertainment Inc.†		383,033		366,000
	65,000	International Speedway Corp., Cl. A		2,040,899		2,847,000
	6,814	International Speedway Corp., Cl. B		167,786		301,519
	75,000	Liberty Media Corp.- Liberty Braves, Cl. A†		1,630,815		2,046,000
	255,000	Liberty Media Corp.- Liberty Braves, Cl. C†		3,948,720		6,948,750
	14,000	Lions Gate Entertainment Corp., Cl. A		286,293		341,460
	36,000	Lions Gate Entertainment Corp., Cl. B		849,266		838,800
	30,000	Manchester United plc, Cl. A		481,746		675,000
	235,000	Pinnacle Entertainment Inc.†		2,627,300		7,917,150


Shares			Cost		Market Value
	106,000	Take-Two Interactive Software Inc.†	$	897,654	$	14,626,940
	124,000	The Madison Square Garden Co, Cl. A†		6,688,655		39,099,680
	260,000	Twenty-First Century Fox Inc., Cl. A		673,473		12,045,800
	154,000	Universal Entertainment Corp.†		2,014,869		4,696,444
	150,000	World Wrestling Entertainment Inc., Cl. A		1,647,848		14,509,500

				29,314,047		114,192,904


		Environmental Services — 0.8%
	65,000	Evoqua Water Technologies Corp.†		1,256,465		1,155,700
	400,000	Republic Services Inc.		5,798,456		29,064,000

				7,054,921		30,219,700


		Equipment and Supplies — 9.6%
	85,000	A.O. Smith Corp.		314,204		4,536,450
	510,000	AMETEK Inc.		883,047		40,351,200
	50,000	AZZ Inc.		1,714,863		2,525,000
	10,000	Belden Inc.		119,356		714,100
	59,000	Chart Industries Inc.†		1,984,077		4,621,470
	540,000	CIRCOR International Inc.		15,724,617		25,650,000
	346,437	Core Molding Technologies Inc.		962,615		2,310,735
	158,000	Crown Holdings Inc.†		638,464		7,584,000
	2,335	Danaher Corp.		15,131		253,721
	175,000	Donaldson Co. Inc.		1,507,907		10,195,500
	208,000	Entegris Inc.		1,139,019		6,021,600
	820,000	Federal Signal Corp.		5,754,972		21,959,600
	300,000	Flowserve Corp.		2,954,946		16,407,000
	320,000	Franklin Electric Co. Inc.		1,808,799		15,120,000
	690,000	Graco Inc.		7,635,882		31,974,600
	93,000	IDEX Corp.		705,777		14,011,380
	390,000	Interpump Group SpA		2,257,591		12,769,218
	65,000	Itron Inc.†		2,636,682		4,173,000
	31,000	Littelfuse Inc.		548,770		6,134,590
	55,000	Maezawa Kyuso Industries Co. Ltd.		359,609		964,267
	80,000	Minerals Technologies Inc.		3,960,234		5,408,000
	6,000	MSA Safety Inc.		179,592		638,640
	755,054	Mueller Industries Inc.		20,331,848		21,881,465
	825,000	Mueller Water Products Inc., Cl. A		7,338,553		9,495,750
	10,000	Plantronics Inc.		262,977		603,000
	4,000	Teleflex Inc.		60,933		1,064,360
	280,000	Tennant Co.		5,791,145		21,266,000
	878,000	The Gorman-Rupp Co.		14,917,810		32,047,000
	110,000	The Greenbrier Companies Inc.		1,383,138		6,611,000
	277,096	The L.S. Starrett Co., Cl. A		3,217,579		1,662,576

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Equipment and Supplies (Continued)
	35,000	The Manitowoc Co. Inc.†	$	419,374	$	839,650
	74,000	The Middleby Corp.†		1,077,388		9,571,900
	40,000	The Timken Co.		1,374,376		1,994,000
	48,000	The Toro Co.		845,248		2,878,560
	7,500	Valmont Industries Inc.		172,236		1,038,750
	33,000	Vicor Corp.†		165,582		1,518,000
	7,875	Watsco Inc., Cl. B		23,627		1,393,875
	172,000	Watts Water Technologies Inc., Cl. A		4,484,136		14,276,000

				115,672,104		362,465,957


		Financial Services — 3.9%
	10,000	Alleghany Corp.		1,595,952		6,525,300
	33,674	Argo Group International Holdings Ltd.		724,267		2,123,146
	10,370	BKF Capital Group Inc.†		187,002		121,847
	10,000	Canadian Imperial Bank of Commerce		318,638		937,700
	12,500	Capitol Federal Financial Inc.		125,000		159,250
	22,000	Crazy Woman Creek Bancorp. Inc.		343,564		391,600
	1,000	Eagle Bancorp. Inc.†		52,720		50,600
	636,000	Energy Transfer Equity LP		0		11,085,480
	125	Farmers & Merchants Bank of Long Beach		819,428		1,075,000
	90,000	FCB Financial Holdings Inc., Cl. A†		2,831,148		4,266,000
	35,000	Federated Investors Inc., Cl. B		819,532		844,200
	10,300	Fidelity Southern Corp.		71,898		255,234
	500,093	Flushing Financial Corp.		8,835,466		12,202,269
	64,800	FNB Corp.		648,150		824,256
	1,020,000	GAM Holding AG		12,437,402		7,244,141
	130,000	Hilltop Holdings Inc.		2,469,855		2,622,100
	310,000	Hope Bancorp. Inc.		3,512,655		5,012,700
	455,800	Huntington Bancshares Inc.		4,363,341		6,800,536
	490,000	Janus Henderson Group plc		9,610,904		13,210,400
	90,000	KeyCorp.		1,298,964		1,790,100
	750,072	KKR & Co. Inc., Cl. A		3,285,150		20,454,463
	150,000	Legg Mason Inc.		3,098,475		4,684,500
	15,000	M&T Bank Corp.		1,294,650		2,468,100
	15,000	Manning & Napier Inc.		85,071		44,250
	100,000	Medallion Financial Corp.†		521,993		665,000
	251,000	Och-Ziff Capital Management Group LLC, Cl. A		854,280		371,480
	165,000	Oritani Financial Corp.		1,685,540		2,565,750
	120,000	PJT Partners Inc., Cl. A		3,728,384		6,282,000
	56,000	Pzena Investment Management Inc., Cl. A		507,537		534,240
	3,000	Rafael Holdings Inc., Cl. B†		9,542		25,200
	13,500	Sandy Spring Bancorp Inc.		528,779		530,685
	843	South State Corp.		62,076		69,126


Shares			Cost		Market Value
	20,000	State Auto Financial Corp.	$	523,760	$	610,800
	21,056	State Bank Financial Corp.		611,093		635,470
	431,887	Sterling Bancorp.		4,773,930		9,501,514
	12,500	T. Rowe Price Group Inc.		478,908		1,364,750
	24,000	TFS Financial Corp.		353,694		360,240
	145,000	The Charles Schwab Corp.		2,314,814		7,126,750
	15,000	Thomasville Bancshares Inc.		570,703		615,000
	40,782	Value Line Inc.		570,979		1,015,472
	418,000	Waddell & Reed Financial Inc., Cl. A		7,101,388		8,853,240
	10,000	Waterloo Investment Holdings Ltd.†(a)		1,373		2,500
	510,000	Wright Investors’ Service Holdings Inc.†		1,021,719		204,000

				85,049,724		146,526,389


		Food and Beverage — 10.0%
	575,000	Arca Continental SAB de CV		1,132,490		3,711,045
	112,500	Brown-Forman Corp., Cl. A		867,033		5,715,000
	28,125	Brown-Forman Corp., Cl. B		216,758		1,421,719
	21,000	Bull-Dog Sauce Co. Ltd.		120,234		404,770
	5,000,000	China Tontine Wines Group Ltd.†		960,438		80,477
	222,000	Chr. Hansen Holding A/S		9,326,991		22,535,615
	620,000	Cott Corp.		4,874,545		10,013,000
	350,000	Crimson Wine Group Ltd.†		3,112,381		3,132,500
	3,800,000	Davide Campari-Milano SpA		12,727,117		32,361,922
	35,000	Dean Foods Co		388,743		248,500
	225,000	Denny’s Corp.†		718,072		3,312,000
	3,500,000	Dynasty Fine Wines Group Ltd.†(a)		1,246,520		0
	110,000	Farmer Brothers Co.†		1,983,969		2,904,000
	510,000	Flowers Foods Inc.		1,347,594		9,516,600
	120,000	Ingredion Inc.		2,449,457		12,595,200
	180,000	ITO EN Ltd.		3,741,497		7,984,510
	134,000	Iwatsuka Confectionery Co. Ltd.		6,483,415		5,767,118
	23,500	J & J Snack Foods Corp.		531,096		3,545,915
	146,000	Kameda Seika Co. Ltd.		5,952,869		6,874,670
	300,000	Keurig Dr Pepper Inc.		0		6,951,000
	1,245,000	Kikkoman Corp.		12,887,768		74,073,227
	92,327	Lifeway Foods Inc.†		783,536		245,590
	1,200,000	Maple Leaf Foods Inc.		21,546,913		28,856,114
	6,000	MEIJI Holdings Co. Ltd.		117,526		402,922
	50,000	MGP Ingredients Inc.		160,964		3,949,000
	90,000	Morinaga Milk Industry Co. Ltd.		1,808,850		2,443,672
	27,000	National Beverage Corp.†		1,162,091		3,148,740
	85,000	Nissin Foods Holdings Co. Ltd.		2,907,986		5,842,721
	25,000	Nutrisystem Inc.		305,632		926,250
	8,548,096	Parmalat SpA		24,295,306		28,186,317

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	270,000	Post Holdings Inc.†	$	9,491,927	$	26,470,800
	310,000	Rock Field Co. Ltd.		2,420,094		5,132,107
	24,500	The Boston Beer Co. Inc., Cl. A†		521,586		7,043,750
	392,000	The Hain Celestial Group Inc.†		3,415,282		10,631,040
	78,000	The J.M. Smucker Co.		2,824,921		8,003,580
	800,000	Tingyi (Cayman Islands)
		Holding Corp.		1,779,887		1,469,531
	351,230	Tootsie Roll Industries Inc.		6,320,480		10,273,478
	81,000	United Natural Foods Inc.†		2,249,986		2,425,950
	22,000	Vina Concha Y Toro SA, ADR		820,659		874,500
	1,400,000	Vitasoy International Holdings Ltd.		1,028,189		4,774,953
	20,000	Willamette Valley Vineyards Inc.†		73,225		158,200
	150,000	Yakult Honsha Co. Ltd.		3,747,741		12,290,970

				158,851,768		376,698,973


		Health Care — 6.2%
	51,900	Achaogen Inc.†		408,916		207,081
	5,000	Align Technology Inc.†		34,878		1,956,100
	7,000	Allergan plc		1,166,014		1,333,360
	56,000	AngioDynamics Inc.†		586,498		1,217,440
	6,000	Anika Therapeutics Inc.†		50,333		253,080
	11,000	Bio-Rad Laboratories Inc., Cl. A†		719,732		3,442,890
	18,000	Bruker Corp.		164,974		602,100
	100,000	Cantel Medical Corp.		1,090,357		9,206,000
	35,500	Cardiovascular Systems Inc.†		1,053,392		1,389,470
	94,500	Chemed Corp.		1,515,971		30,200,310
	57,000	CONMED Corp.		1,446,179		4,515,540
	452,500	Cutera Inc.†		7,060,440		14,728,875
	61,000	DexCom Inc.†		451,528		8,725,440
	93,000	Evolent Health Inc., Cl. A†		1,491,751		2,641,200
	14,000	Global Blood Therapeutics Inc.†		726,142		532,000
	192,000	Globus Medical Inc., Cl. A†		4,431,625		10,897,920
	86,000	Henry Schein Inc.†		844,050		7,312,580
	4,000	Heska Corp.†		30,737		453,240
	41,000	ICU Medical Inc.†		1,781,267		11,592,750
	24,000	Integer Holdings Corp.†		516,953		1,990,800
	75,000	K2M Group Holdings Inc.†		1,423,352		2,052,750
	285,000	Kindred Healthcare Inc.†(a)		2,599,004		2,565,000
	20,000	Lexicon Pharmaceuticals Inc.†		255,354		213,400
	30,000	LivaNova plc†		1,570,817		3,719,100
	107,000	Masimo Corp.†		2,765,020		13,325,780
	6,000	Melinta Therapeutics Inc.†		49,586		23,700
	188,000	Meridian Bioscience Inc.		3,696,958		2,801,200
	25,733	Neogen Corp.†		549,687		1,840,681


Shares			Cost		Market Value
	150,000	NuVasive Inc.†	$	4,579,482	$	10,647,000
	25,500	Nuvectra Corp.†		174,575		560,490
	20,000	Ophthotech Corp.†		112,542		47,200
	176,000	OPKO Health Inc.†		778,178		608,960
	163,000	Orthofix Medical Inc.†		4,072,515		9,423,030
	48,900	Owens & Minor Inc.		670,419		807,828
	5,000	Pain Therapeutics Inc.†		18,174		5,050
	48,000	Patterson Cos. Inc.		1,073,640		1,173,600
	574,000	Quidel Corp.†		6,188,947		37,407,580
	200,000	RTI Surgical Inc.†		965,135		900,000
	25,000	Seikagaku Corp.		292,810		380,435
	53,500	STERIS plc		3,987,890		6,120,400
	2,100	Straumann Holding AG		188,803		1,579,173
	3,000	Stryker Corp.		142,188		533,040
	43,000	SurModics Inc.†		892,751		3,209,950
	32,000	Teladoc Health Inc.†		1,074,935		2,763,200
	74,000	Tetraphase Pharmaceuticals Inc.†		323,473		204,240
	24,000	The Cooper Companies Inc.		920,532		6,651,600
	45,000	United-Guardian Inc.		406,324		726,750
	383,000	Wright Medical Group NV†		7,877,913		11,114,660

				73,222,741		234,603,973


		Home Furnishings — 0.3%
	276,500	Bassett Furniture Industries Inc.		4,260,221		5,875,625
	18,000	Bed Bath & Beyond Inc.		433,891		270,000
	20,000	Ethan Allen Interiors Inc.		476,706		415,000
	172,000	La-Z-Boy Inc.		3,208,351		5,435,200

				8,379,169		11,995,825


		Hotels and Gaming — 3.8%
	156,000	Belmond Ltd., Cl. A†		1,481,032		2,847,000
	495,000	Boyd Gaming Corp.		4,085,890		16,755,750
	190,000	Canterbury Park Holding Corp.		1,954,656		2,897,500
	72,700	Churchill Downs Inc.		2,341,337		20,188,790
	125,000	Dover Downs Gaming &
		Entertainment Inc.†		427,247		355,000
	168,000	Formosa International Hotels Corp.		1,274,473		745,554
	540,000	Full House Resorts Inc.†		1,600,611		1,555,200
	110,000	Gaming and Leisure
		Properties Inc., REIT		1,158,505		3,877,500
	1,000,000	Genting Singapore Ltd.		969,758		775,392
	171,000	Golden Entertainment Inc.†		1,549,180		4,105,710
	75,000	International Game Technology plc		1,428,974		1,481,250
	168,000	Las Vegas Sands Corp.		843,397		9,967,440
	3,000,000	Mandarin Oriental International Ltd.		4,216,476		6,150,000
	30,000	Penn National Gaming Inc.†		131,625		987,600

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Hotels and Gaming (Continued)
	545,000	Ryman Hospitality Properties Inc., REIT	$	15,528,142	$	46,962,650
	2,950,000	The Hongkong & Shanghai Hotels Ltd.		3,184,911		4,130,117
	380,000	The Marcus Corp.		4,897,673		15,979,000
	22,000	Wynn Resorts Ltd.		153,485		2,795,320

				47,227,372		142,556,773


		Machinery — 1.8%
	462,000	Astec Industries Inc.		16,828,992		23,289,420
	1,700,000	CNH Industrial NV		5,782,380		20,417,000
	2,000	Disco Corp.		156,366		334,800
	227,500	Kennametal Inc.		4,323,303		9,909,900
	6,000	Nordson Corp.		107,171		833,400
	173,000	The Eastern Co.		3,390,979		4,913,200
	200,000	Twin Disc Inc.†		3,702,523		4,608,000
	100,000	Welbilt Inc.†		513,586		2,088,000

				34,805,300		66,393,720


		Manufactured Housing and Recreational Vehicles — 0.8%
	91,000	Cavco Industries Inc.†		2,571,702		23,023,000
	87,100	Nobility Homes Inc.		1,121,881		2,057,737
	85,000	Skyline Champion Corp.		500,100		2,428,450
	59,000	Winnebago Industries Inc.		709,868		1,955,850

				4,903,551		29,465,037


		Metals and Mining — 1.0%
	275,000	Allegheny Technologies Inc.†		4,608,991		8,126,250
	25,000	Barrick Gold Corp.		732,000		277,000
	154,000	Century Aluminum Co.†		1,624,678		1,843,380
	25,500	Constellium NV, Cl. A†		165,390		314,925
	45,000	Ivanhoe Mines Ltd., Cl. A†		117,783		95,808
	135,000	Kinross Gold Corp.†		796,824		364,500
	322,000	Materion Corp.		6,961,685		19,481,000
	375,000	TimkenSteel Corp.†		5,774,869		5,576,250
	211,000	Turquoise Hill Resources Ltd.†		638,370		447,320
	15,000	Yamana Gold Inc.		50,671		37,350

				21,471,261		36,563,783


		Paper and Forest Products — 0.0%
	16,000	Schweitzer-Mauduit International Inc.		373,701		612,960


		Publishing — 0.8%
	80,000	Cambium Learning Group Inc.†		261,134		947,200
	3,000	Graham Holdings Co., Cl. B		1,379,851		1,737,900
	45,000	Il Sole 24 Ore SpA†		134,827		29,781
	12,000	John Wiley & Sons Inc., Cl. B		46,500		736,200
	60,000	Meredith Corp.		1,925,902		3,063,000
	65,000	News Corp., Cl. A		91,837		857,350


Shares			Cost		Market Value
	1,308,200	The E.W. Scripps Co., Cl. A	$	11,970,446	$	21,585,300

				15,810,497		28,956,731


		Real Estate — 1.4%
	79,000	Capital Properties Inc., Cl. A		948,311		1,242,275
	184,000	Cohen & Steers Inc.		4,590,353		7,472,240
	272,600	Griffin Industrial Realty Inc.(b)		5,244,869		10,631,400
	6,967	Gyrodyne LLC†		201,352		142,823
	19,500	Lamar Advertising Co., Cl. A, REIT		164,976		1,517,100
	100,000	Morguard Corp.		1,271,064		14,004,568
	32,000	New Senior Investment Group Inc., REIT		273,187		188,800
	98,795	Reading International Inc., Cl. A†		1,569,390		1,560,961
	2,537	Reading International Inc., Cl. B†		51,354		76,110
	24,000	Seritage Growth Properties, Cl. A, REIT		999,473		1,139,760
	190,000	Tejon Ranch Co.†		4,832,152		4,124,900
	620,000	The St. Joe Co.†		10,305,110		10,416,000

				30,451,591		52,516,937


		Retail — 5.0%
	295,000	Aaron’s Inc.		2,401,652		16,065,700
	200,000	AutoNation Inc.†		3,399,442		8,310,000
	21,024	Barnes & Noble Education Inc.†		156,313		121,098
	34,000	Barnes & Noble Inc.		301,001		197,200
	64,000	Big 5 Sporting Goods Corp.		472,470		326,400
	2,350	Biglari Holdings Inc., Cl. A†		2,172,759		2,166,700
	22,400	Biglari Holdings Inc., Cl. B†		4,210,470		4,062,240
	147,000	Casey’s General Stores Inc.		5,845,324		18,979,170
	164,000	Copart Inc.†		1,407,742		8,450,920
	2,500	Dunkin’ Brands Group Inc.		47,500		184,300
	107,000	GNC Holdings Inc., Cl. A†		363,080		442,980
	1,004,500	Hertz Global Holdings Inc.†		20,164,201		16,403,485
	665,000	Ingles Markets Inc., Cl. A		11,051,587		22,776,250
	115,000	J.C. Penney Co. Inc.†		729,257		190,900
	79,000	Lands’ End Inc.†		1,395,182		1,386,450
	174,000	Macy’s Inc.		2,410,586		6,043,020
	85,000	Movado Group Inc.		1,429,062		3,561,500
	16,500	Murphy USA Inc.†		630,424		1,410,090
	157,000	Nathan’s Famous Inc.		262,984		12,936,800
	100,000	Penske Automotive Group Inc.		1,476,842		4,739,000
	100,000	Pets at Home Group plc		171,753		155,627
	5,000	Pier 1 Imports Inc.		10,950		7,500
	1,880,000	Rite Aid Corp.†		3,723,797		2,406,400
	290,000	Rush Enterprises Inc., Cl. B		3,282,048		11,568,100
	4,000	Salvatore Ferragamo SpA		78,673		95,810
	17,000	Sprouts Farmers Market Inc.†		360,028		465,970

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Retail (Continued)
	400,000	The Cheesecake Factory Inc.	$	11,497,228	$	21,416,000
	194,000	Tractor Supply Co.		1,774,881		17,630,720
	47,000	Village Super Market Inc., Cl. A		1,218,234		1,278,400
	100,000	Vitamin Shoppe, Inc.†		613,619		1,000,000
	57,600	Weis Markets Inc.		1,867,321		2,499,840
	800	Winmark Corp.		55,193		132,800

				84,981,603		187,411,370


		Specialty Chemicals — 3.4%
	90,000	Albemarle Corp.		2,886,363		8,980,200
	71,000	Ashland Global Holdings Inc.		1,073,756		5,954,060
	2,155,000	Ferro Corp.†		12,282,199		50,039,100
	170,012	GCP Applied Technologies Inc.†		5,022,048		4,513,819
	91,200	General Chemical Group Inc.† .		1,186		684
	305,000	H.B. Fuller Co.		4,074,383		15,759,350
	54,000	Hawkins Inc.		1,895,572		2,238,300
	138,000	Huntsman Corp.		469,175		3,757,740
	15,600	NewMarket Corp.		1,611,889		6,325,956
	300,200	OMNOVA Solutions Inc.†		576,530		2,956,970
	135,000	Platform Specialty Products Corp.†		1,346,731		1,683,450
	12,000	Quaker Chemical Corp.		196,457		2,426,520
	220,000	Sensient Technologies Corp.		4,417,306		16,832,200
	26,102	SGL Carbon SE†		257,302		285,631
	10,000	Takasago International Corp.		271,028		366,133
	300,000	Valvoline Inc.		3,472,249		6,453,000

				39,854,174		128,573,113


		Telecommunications — 1.6%
	79,000	ATN International Inc.		3,498,453		5,836,520
	458,000	Cincinnati Bell Inc.†		6,869,808		7,305,100
	61,000	Consolidated Communications Holdings Inc.		471,527		795,440
	175,200	Gogo Inc.†		1,302,965		909,288
	30,000	Harris Corp.		2,374,997		5,076,300
	270,010	HC2 Holdings Inc.†		1,114,589		1,652,461
	6,000	IDT Corp., Cl. B		25,437		32,040
	120,000	Iridium Communications Inc.†		1,180,541		2,700,000
	110,000	Liberty Latin America Ltd., Cl. A†		3,370,830		2,292,400
	282,000	Liberty Latin America Ltd., Cl. C†		8,645,116		5,817,660
	55,000	Loral Space & Communications Inc.†		2,193,920		2,497,000
	130,000	Nuvera Communications Inc.		1,161,754		2,499,250
	40,000	Pharol SGPS SA†		16,517		8,220
	115,000	Rogers Communications Inc., Cl. B		555,319		5,912,150


Shares			Cost		Market Value
	214,000	Shenandoah Telecommunications Co.	$	846,928	$	8,292,500
	850,000	Sprint Corp.†		4,554,369		5,559,000
	831,000	VEON Ltd., ADR		2,426,656		2,409,900
	22,781	Verizon Communications Inc.		110,978		1,216,278
	18,900	Windstream Holdings Inc.†		117,300		92,610

				40,838,004		60,904,117


		Transportation — 1.2%
	490,000	GATX Corp.		15,218,669		42,429,100
	20,000	Irish Continental Group plc		14,688		125,393
	165,000	Navigator Holdings Ltd.†		2,188,120		1,996,500

				17,421,477		44,550,993


		Wireless Communications — 0.2%
	105,000	Millicom International Cellular SA, SDR		6,349,640		6,031,291
	62,000	United States Cellular Corp.†		2,412,889		2,776,360

				8,762,529		8,807,651


		TOTAL COMMON STOCKS		1,472,035,227		3,720,600,599


		CLOSED-END FUNDS — 0.1%
	75,000	MVC Capital Inc.		687,702		723,750
	84,960	The Central Europe, Russia, and Turkey Fund Inc.		2,420,869		2,043,713
	31,977	The European Equity Fund Inc.		318,173		300,264
	119,278	The New Germany Fund Inc.		1,661,850		2,170,860


		TOTAL CLOSED-END FUNDS		5,088,594		5,238,587

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Schedule of Investments (Continued) — September 30, 2018


Shares			Cost		Market Value
		PREFERRED STOCKS — 0.3%
		Automotive: Parts and Accessories — 0.2%
	135,000	Jungheinrich AG	$	927,856	$	5,141,126


		Financial Services — 0.1%
	186,000	Steel Partners Holdings LP Ser. A, 6.000%		5,135,137		4,255,680

		TOTAL PREFERRED STOCKS		6,062,993		9,396,806


		CONVERTIBLE PREFERRED STOCKS — 0.0%
		Business Services — 0.0%
	14,747	Trans-Lux Pfd., Ser. B, 6.000%(b)		2,949,400		103,671


		RIGHTS — 0.0%
		Entertainment — 0.0%
	1,680,000	Media General Inc., CVR†(a)		2		2

		Health Care — 0.0%
	290,000	Sanofi, CVR†		256,986		162,371

		Specialty Chemicals — 0.0%
	65,000	A. Schulman Inc. CVR†(a)		130,000		130,000

		TOTAL RIGHTS		386,988		292,373


Principal Amount			Cost		Market Value
		U.S. GOVERNMENT OBLIGATIONS — 0.5%
$	17,089,000	U.S. Treasury Bills, 1.930% to 2.165%††, 10/11/18 to 01/03/19	$	17,027,645	$	17,025,270

		TOTAL INVESTMENTS — 99.8%	$	1,503,550,847		3,752,657,306


		Other Assets and Liabilities (Net) — 0.2%				8,884,976


		NET ASSETS — 100.0%			$	3,761,542,282

(a)	Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(b)	Security considered an affiliated holding because the Fund owns at least 5% of its outstanding shares.

†	Non-income producing security.

††	Represents annualized yields at dates of purchase.

ADR	American Depositary Receipt

CVR	Contingent Value Right

REIT	Real Estate Investment Trust

SDR	Swedish Depositary Receipt

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Statement of Assets and Liabilities

September 30, 2018



Assets:
Investments, at value (cost $1,472,306,210)	$	3,709,638,874
Investments in affiliates, at value (cost $31,244,637)		43,018,432
Foreign currency, at value (cost $101,636)		102,659
Receivable for investments sold		9,689,134
Receivable for Fund shares sold		2,546,674
Dividends and interest receivable		3,361,998
Prepaid expenses		66,021

Total Assets		3,768,423,792

Liabilities:
Payable to custodian		2,805
Payable for Fund shares redeemed		2,440,959
Payable for investments purchased		19,249
Payable for investment advisory fees		3,109,438
Payable for distribution fees		582,996
Payable for accounting fees		3,750
Payable for shareholder services fees		378,588
Other accrued expenses		343,725

Total Liabilities		6,881,510

Net Assets (applicable to 62,961,717 shares outstanding)	$	3,761,542,282

Net Assets Consist of:
Paid-in capital	$	1,411,561,184
Total distributable earnings(a)		2,349,981,098

Net Assets	$	3,761,542,282

Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($1,711,849,755 ÷ 28,716,962 shares outstanding; 150,000,000 shares authorized)		$59.61
Class A:
Net Asset Value and redemption price per share ($208,947,081 ÷ 3,506,803 shares outstanding; 50,000,000 shares authorized)		$59.58
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)		$63.21
Class C:
Net Asset Value and offering price per share ($215,939,024 ÷ 4,140,090 shares outstanding; 50,000,000 shares authorized)		$52.16	(b)
Class I:
Net Asset Value, offering, and redemption price per share ($1,624,806,422 ÷ 26,597,862 shares outstanding; 50,000,000 shares authorized)		$61.09

(a)	Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X and discloses total distributable earnings. See Note 2 for further details.

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

Statement of Operations

For the Year Ended September 30, 2018


Investment Income:
Dividends - unaffiliated (net of foreign withholding taxes of $644,019)	$	56,863,473
Dividends - affiliated		379,434
Interest		713,207

Total Investment Income		57,956,114

Expenses:
Investment advisory fees		37,828,091
Distribution fees - Class AAA		4,530,544
Distribution fees - Class A		558,863
Distribution fees - Class C		2,288,499
Distribution fees - Class T*		3
Shareholder services fees		3,026,893
Shareholder communication expenses		524,287
Custodian fees		381,379
Registration expenses		143,355
Directors’ fees		138,164
Legal and audit fees		61,304
Accounting fees		45,000
Interest expense		6,676
Miscellaneous expenses		188,023

Total Expenses		49,721,081

Less:
Advisory fee reduction on unsupervised assets (See Note 3)		(159,653	)
Expenses paid indirectly by broker (See Note 6)		(26,687	)

Total Reductions		(186,340	)

Net Expenses		49,534,741

Net Investment Income		8,421,373

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments - unaffiliated		121,817,491
Net realized loss on investments - affiliated		(3,606,054	)
Net realized loss on foreign currency transactions		(49,591	)

Net realized gain on investments and foreign currency transactions		118,161,846

Net change in unrealized appreciation/depreciation:
on investments		138,531,544
on foreign currency translations		(56,301	)

Net change in unrealized appreciation/ depreciation on investments and foreign currency translations		138,475,243

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		256,637,089

Net Increase in Net Assets Resulting from Operations	$	265,058,462

*	Class T Shares were liquidated on September 21, 2018.

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Statement of Changes in Net Assets


	Year Ended September 30, 2018				Year Ended September 30, 2017
Operations:
Net investment income		$	8,421,373			$	2,965,279
Net realized gain on investments, redemption in-kind, and foreign currency transactions			118,161,846				200,865,095
Net change in unrealized appreciation/depreciation on investments and foreign currency translations			138,475,243				494,226,607

Net Increase in Net Assets Resulting from Operations			265,058,462				698,056,981

Distributions to Shareholders:
Net investment income and net realized gain
Class AAA			(97,375,048	)			(69,298,120	)
Class A			(11,913,171	)			(10,531,673	)
Class C			(13,818,420	)			(9,687,652	)
Class I			(75,491,783	)			(45,666,891	)
Class T*			(57	)			—

Distributions to Shareholders(a)			(198,598,479	)			(135,184,336	)**


Capital Share Transactions:
Class AAA			(201,418,340	)			(182,899,403	)
Class A			(24,283,403	)			(79,068,410	)
Class C			(18,302,979	)			(26,766,840	)
Class I			188,547,456				61,129,871
Class T*			(1,104	)			1,000

Net Decrease in Net Assets from Capital Share Transactions			(55,458,370	)			(227,603,782	)


Redemption Fees			9,649				3,367

Net Increase in Net Assets			11,011,262				335,272,230
Net Assets:
Beginning of year			3,750,531,020				3,415,258,790

End of year		$	3,761,542,282			$	3,750,531,020

(a)	Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details.

*	Class T Shares were liquidated on September 21, 2018.

**	For the year ended September 30, 2017, the distributions to the shareholders from net investment income were $1,482,446 (Class I). The distributions to the shareholders from net realized gain were $69,298,120 (Class AAA), $10,531,673 (Class A), $9,687,652 (Class C), and $44,184,445 (Class I).

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Financial Highlights

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


				Income (Loss) from Investment Operations												Distributions																					Ratio to Average Net Assets/ Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Year			Net Investment Income (Loss) (a)(b)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations				Net Investment Income				Net Realized Gain on Investments				Total Distributions				Redemption Fees (b)(c)			Net Asset Value, End of Year			Total Return †			Net Assets End of Year (in 000’s)			Net Investment Income (Loss) (a)			Operating Expenses			Portfolio Turnover Rate
Class AAA
2018		$	58.63		$	0.09			$	4.01			$	4.10				—			$	(3.12	)		$	(3.12	)		$	0.00		$	59.61		7.21	%		$	1,711,850		0.16	%		1.36	%(d)		3	%
2017			50.13			0.02				10.47				10.49				—				(1.99	)			(1.99	)			0.00			58.63		21.56				1,882,823		0.04			1.38	(d)		4
2016			45.47			0.02				6.36				6.38				—				(1.72	)			(1.72	)			0.00			50.13		14.26				1,779,333		0.05			1.39	(d)(e)		4
2015			46.91			(0.05	)			(0.47	)			(0.52	)			—				(0.92	)			(0.92	)			0.00			45.47		(1.25	)			1,784,050		(0.10	)		1.38	(d)		9
2014			45.82			(0.14	)			2.65				2.51				—				(1.42	)			(1.42	)			0.00			46.91		5.47				2,103,544		(0.28	)		1.38			5
Class A
2018		$	58.60		$	0.09			$	4.01			$	4.10				—			$	(3.12	)		$	(3.12	)		$	0.00		$	59.58		7.21	%		$	208,947		0.16	%		1.36	%(d)		3	%
2017			50.11			0.01				10.47				10.48				—				(1.99	)			(1.99	)			0.00			58.60		21.55				229,282		0.02			1.38	(d)		4
2016			45.45			0.02				6.36				6.38				—				(1.72	)			(1.72	)			0.00			50.11		14.26				270,163		0.05			1.39	(d)(e)		4
2015			46.89			(0.05	)			(0.47	)			(0.52	)			—				(0.92	)			(0.92	)			0.00			45.45		(1.25	)			276,603		(0.10	)		1.38	(d)		9
2014			45.80			(0.14	)			2.65				2.51				—				(1.42	)			(1.42	)			0.00			46.89		5.47				292,796		(0.28	)		1.38			5
Class C
2018		$	52.05		$	(0.30	)		$	3.53			$	3.23				—			$	(3.12	)		$	(3.12	)		$	0.00		$	52.16		6.41	%		$	215,939		(0.59	)%		2.11	%(d)		3	%
2017			45.04			(0.34	)			9.34				9.00				—				(1.99	)			(1.99	)			0.00			52.05		20.65				233,786		(0.71	)		2.13	(d)		4
2016			41.31			(0.30	)			5.75				5.45				—				(1.72	)			(1.72	)			0.00			45.04		13.41				227,464		(0.70	)		2.14	(d)(e)		4
2015			43.01			(0.38	)			(0.40	)			(0.78	)			—				(0.92	)			(0.92	)			0.00			41.31		(1.98	)			220,763		(0.85	)		2.13	(d)		9
2014			42.43			(0.46	)			2.46				2.00				—				(1.42	)			(1.42	)			0.00			43.01		4.68				222,684		(1.03	)		2.13			5
Class I
2018		$	59.86		$	0.25			$	4.10			$	4.35				—			$	(3.12	)		$	(3.12	)		$	0.00		$	61.09		7.49	%		$	1,624,806		0.43	%		1.11	%(d)		3	%
2017			51.09			0.16				10.67				10.83			$	(0.07	)			(1.99	)			(2.06	)			0.00			59.86		21.84				1,404,639		0.30			1.13	(d)		4
2016			46.19			0.13				6.49				6.62				—				(1.72	)			(1.72	)			0.00			51.09		14.56				1,138,299		0.29			1.14	(d)(e)		4
2015			47.52			0.08				(0.49	)			(0.41	)			—				(0.92	)			(0.92	)			0.00			46.19		(1.00	)			1,041,910		0.17			1.13	(d)		9
2014			46.29			(0.01	)			2.66				2.65				—				(1.42	)			(1.42	)			0.00			47.52		5.72				899,211		(0.03	)		1.13			5

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

(a)	Due to capital share activity throughout the period, net investment income (loss) per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.

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

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

(d)	The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended September 30, 2018, 2017, 2016, and 2015, there was no impact on the expense ratios.

(e)

During the year ended September 30, 2016, the Fund received a reimbursement of custody expenses paid in prior years. Had such reimbursement (allocated by relative net asset values of the Fund’s share classes) been included in that period, the expense ratios would have been 1.38% (Class AAA and Class A), 2.13% (Class C), and 1.13% (Class I).

See accompanying notes to financial statements.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements

1. Organization. The Gabelli Small Cap Growth Fund is a series of the Gabelli Equity Series Funds, Inc. (the Corporation), which was incorporated on July 25, 1991 in Maryland. 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 of the Corporation. The Fund seeks to provide a high level of capital appreciation. Gabelli Funds, LLC (the Adviser) currently characterizes small capitalization companies for the Fund as those with total common stock market values of $3 billion or less at the time of investment. The Fund commenced investment operations on October 22, 1991.

New Accounting Pronouncements.The SEC recently adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These Regulation S-X amendments are reflected in the Fund’s financial statements for the year ended September 30, 2018. As a result of adopting these amendments, the distributions to shareholders in the September 30, 2017 Statement of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation.

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 Board’s determinations as to the fair value of investments).

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the 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, 2018 is as follows:


	Valuation Inputs
	Level 1 Quoted Prices			Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 9/30/18
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Automotive: Parts and Accessories		$	172,497,833		—		$11,283,070		$ 183,780,903
Aviation: Parts and Services			165,277,018		$ 1,366,777		—		166,643,795
Business Services			173,486,252		41,995		—		173,528,247
Consumer Products			53,948,588		11,082,260		—		65,030,848
Consumer Services			74,203,270		125,875		—		74,329,145
Diversified Industrial			254,185,760		4,841,302		—		259,027,062
Entertainment			113,891,385		301,519		—		114,192,904
Equipment and Supplies			361,072,082		1,393,875		—		362,465,957
Financial Services			146,010,442		513,447		2,500		146,526,389
Food and Beverage			376,698,973		—		0		376,698,973
Health Care			232,038,973		—		2,565,000		234,603,973
Manufactured Housing and Recreational Vehicles			27,407,300		2,057,737		—		29,465,037
Real Estate			51,274,662		1,242,275		—		52,516,937
Specialty Chemicals			128,572,429		684		—		128,573,113
Telecommunications			58,404,867		2,499,250		—		60,904,117
Other Industries (a)			1,292,313,199		—		—		1,292,313,199
Total Common Stocks			3,681,283,033		25,466,996		13,850,570		3,720,600,599
Closed-End Funds			5,238,587		—		—		5,238,587
Preferred Stocks (a)			5,141,126		4,255,680		—		9,396,806
Convertible Preferred Stocks (a)			—		103,671		—		103,671
Rights (a)			162,371		—		130,002		292,373
U.S. Government Obligations			—		17,025,270		—		17,025,270
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$	3,691,825,117		$46,851,617		$13,980,572		$3,752,657,306

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

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

The Fund did not have material transfers into or out of Level 3 during the fiscal year ended September 30, 2018.

Additional Information to Evaluate Qualitative Information.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

comparable U.S. issuers.

Investments in other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Shareholders in the Fund would bear the pro rata port on of the periodic expenses of the Acquired Funds in addition to the Fund’s expenses. For the fiscal year ended September 30, 2018, the Fund’s pro rata portion of the periodic expenses charged by the Acquired Funds was less than one basis point.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

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 the redesignation of dividends, tax treatment of currency gains and losses, basis adjustments on investments in partnerships, and reclassification of REIT distributions. These reclassifications have no impact on the NAV of the Fund. For the fiscal year ended September 30, 2018, reclassifications were made to increase paid-in capital of $5,242 with an offsetting adjustment to total distributable earnings.

The tax character of distributions paid during the fiscal years ended September 30, 2018 and 2017 was as follows:


	Year Ended			Year Ended
	September 30, 2018			September 30, 2017
Distributions paid from:
Ordinary income (inclusive of short term capital gains)		$	4,525,464		$	3,877,187
Net long term capital gains			194,073,015			131,307,149

Total distributions paid		$	198,598,479		$	135,184,336

At September 30, 2018, the components of accumulated earnings/losses on a tax basis were as follows:


Undistributed ordinary income	$	8,920,220
Undistributed long term capital gains		119,043,125
Net unrealized appreciation on investments		2,222,017,753

Total.	$	2,349,981,098

At September 30, 2018, the temporary differences between book basis and tax basis unrealized appreciation on investments were primarily due to deferral of losses from wash sales for tax purposes, mark-to-market adjustments on investments in passive foreign investment companies, and basis adjustments in partnerships.

The following summarizes the tax cost of investments and the related net unrealized appreciation at September 30, 2018:


	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments	$	1,530,640,754	$	2,301,766,437	$	(79,749,885	)	$	2,222,016,552

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

was no impact to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

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 transferred dispositive and voting control to the Fund’s Proxy Voting Committee. During the fiscal year ended September 30, 2018, 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 $159,653.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class AAA, Class A, and Class C Share plans, payments are authorized to G.distributors, LLC (Distributor), an affiliate of the Adviser, 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.

6. Transactions with Affiliates and Other Arrangements. During the fiscal year ended September 30, 2018, the Fund paid $263,917 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser. Additionally, the Distributor retained a total of $68,132 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

During the fiscal year ended September 30, 2018, the Fund engaged in purchase and sale transactions with funds that have a common investment adviser. These transactions complied with Rule 17a-7 under the Act and amounted to $2,604 in purchase transactions and $143,190 in sales transactions.

7. Line of Credit. The Fund participates in an unsecured line of credit, which expires on March 6, 2019 and may be renewed annually, 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 a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statement of Operations. At September 30, 2018, there were no borrowings under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the fiscal year ended September 30, 2018 was $23,507 with a weighted average interest rate of 2.52%. The maximum amount borrowed at any time during the fiscal year ended September 30, 2018 was $3,226,000.

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase. Class T Shares were liquidated on September 21, 2018.

During the fiscal year ended September 30, 2017, the Fund delivered shares of various portfolio securities as a redemption in-kind in exchange for Class I Shares of the Fund. Cash and portfolio securities were transferred as of the close of business on the date and at the market value listed below:


April 4, 2017	Value			Realized Gains	Type

Class I	$	22,630,343	*	$6,360,725		Redemption in-kind

*	This amount includes cash of approximately $13,762,243 associated with the redemption in-kind.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

Transactions in shares of capital stock were as follows:


	Year Ended September 30, 2018						Year Ended September 30, 2017
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		1,530,595		$	89,175,188			1,959,810		$	103,630,122
Shares issued upon reinvestment of distributions		1,662,328			95,267,987			1,339,903			67,691,926
Shares redeemed		(6,589,735	)		(385,861,515	)		(6,678,889	)		(354,221,451	)

Net decrease		(3,396,812	)	$	(201,418,340	)		(3,379,176	)	$	(182,899,403	)


Class A
Shares sold		495,292		$	28,763,236			647,614		$	34,127,575
Shares issued upon reinvestment of distributions		194,678			11,151,169			191,443			9,665,977
Shares redeemed		(1,095,555	)		(64,197,808	)		(2,317,999	)		(122,861,962	)

Net decrease		(405,585	)	$	(24,283,403	)		(1,478,942	)	$	(79,068,410	)


Class C
Shares sold		456,064		$	23,361,343			546,622		$	25,741,713
Shares issued upon reinvestment of distributions		258,736			13,055,827			199,574			9,006,763
Shares redeemed		(1,066,442	)		(54,720,149	)		(1,304,558	)		(61,515,316	)

Net decrease		(351,642	)	$	(18,302,979	)		(558,362	)	$	(26,766,840	)


Class I
Shares sold		7,765,503		$	465,165,615			7,097,333		$	383,415,800
Shares issued upon reinvestment of distributions		1,175,566			68,888,197			798,770			41,112,658
Shares redeemed		(5,806,937	)		(345,506,356	)		(6,296,713	)		(340,768,244	)
Shares redeemed in-kind		—			—			(416,842	)		(22,630,343	)

Net increase		3,134,132		$	188,547,456			1,182,548		$	61,129,871


Class T *
Shares sold		—			—			18		$	1,000
Shares issued upon reinvestment of distributions		1		$	57			—			—
Shares redeemed		(19	)		(1,161	)		—			—

Net increase/(decrease)		(18	)	$	(1,104	)		18		$	1,000

*	Class T Shares were liquidated on September 21, 2018.

The Gabelli Small Cap Growth Fund

Notes to Financial Statements (Continued)

9. Transactions in Securities of Affiliated Issuers. The 1940 Act defines affiliated issuers as those in which a 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 fiscal year ended September 30, 2018 is set forth below:


	Beginning Shares		Shares Purchased		Shares Sold/ Reduced			Ending Shares		Dividends			Realized Gain/ (Loss)				Value at September 30, 2018			Change in Unrealized Appreciation/ (Depreciation)				Percent Owned of Shares Outstanding
Bel Fuse Inc., Cl. A		282,500		152		(1,000	)		281,652		$	67,608		$	(8,845	)		$	5,951,307		$	(1,529,362	)		12.95	%
Griffin Industrial Realty Inc.		268,000		5,000		(400	)		272,600			107,200			1,680				10,631,400			713,912			5.42	%
Internap Corp.		6,224,861		3,785		(4,734,409	)*		1,494,237			—			158,839				18,872,213			(7,559,743	)		7.04	%
Katy Industries Inc.**		—		840,000		—			840,000			—			—				2,646			42			10.56	%
Strattec Security Corp.		207,000		1,000		—			208,000			116,144			—				7,415,200			(1,085,420	)		5.61	%
Trans-Lux Corp.		400,000		113,438		(399,938	)		113,500			—			(3,757,728	)			41,995			3,413,791			5.00	%
Trans-Lux Cv. Pfd., Ser. B		14,747		—		—			14,747			88,482			—				103,671			92,236			89.31	%

Total											$	379,434		$	(3,606,054	)		$	43,018,432		$	(5,954,544	)

*	4,668,646 shares of the total shares reduced were due to a reverse 4 for 1 stock split.

**	Security was not held as of September 30, 2017.

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

The Gabelli Small Cap Growth Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Small Cap Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of The Gabelli Small Cap Growth Fund (the “Fund”) (one of the funds constituting Gabelli Equity Series Funds, Inc. (the “Corporation”)), including the schedule of investments, as of September 30, 2018, 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, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Gabelli Equity Series Funds, Inc.) at September 30, 2018, 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2018, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more Gabelli/GAMCO Funds investment companies since 1992.

Philadelphia, Pennsylvania

November 27, 2018

The Gabelli Small Cap Growth Fund

Additional Fund Information (Unaudited)

The business and affairs of the Corporation 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 DIRECTORS⁴:

Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 76	Since 1991	33	Chairman, Chief Executive Officer, and Chief Investment Officer– Value Portfolios 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications)

John D. Gabelli Director Age: 74	Since 1991	10	Senior Vice President of G.research, LLC	—

INDEPENDENT DIRECTORS⁵:

Anthony J. Colavita Director Age: 82	Since 1991	18	President of the law firm of Anthony J. Colavita, P.C.	—

Vincent D. Enright Director Age: 74	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of The LGL Group, Inc. (diversified manufacturing) (2011-2014)

Robert J. Morrissey Director Age: 79	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board of Directors, Belmont Savings Bank

Kuni Nakamura⁶ Director Age: 50	Since 2009	36	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—

Anthony R. Pustorino Director Age: 93	Since 1991	9	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)

Anthonie C. van Ekris Director Age: 84	Since 1991	21	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/ export company)	—

Salvatore J. Zizza Director Age: 72	Since 2001	30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals)

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 Age: 66	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008

John C. Ball Treasurer Age: 42	Since 2017	Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President of State Street Corporation, 2007-2014

Agnes Mullady Vice President Age: 60	Since 2006	Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2015; Chief Executive Officer of G.distributors, LLC since 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital Group, Inc. since 2016

Andrea R. Mango Secretary Age: 46	Since 2013	Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013

Richard J. Walz Chief Compliance Officer Age: 59	Since 2013	Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013

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

³	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁴	“Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

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

⁶	Mr. Nakamura is a director of Gabelli Merger Plus+ Trust Plc, which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser.

The Gabelli Small Cap Growth Fund

Additional Fund Information (Continued) (Unaudited)

2018 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended September 30, 2018, the Fund paid to shareholders ordinary income distributions (inclusive of short term capital gains) totaling $0.0711, $0.0711, $0.0711, $0.0711, and $0.0711 per share for each of Class AAA, Class A, Class C, Class I, and Class T, respectively, and long term capital gains totaling $194,073,015 or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors. For the fiscal year ended September 30, 2018, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.60% of the ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Reauthorization, and Job Creation Act of 2010.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the fiscal year ended September 30, 2018 which was derived from U.S. Treasury securities was 0.27%. 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 Small Cap Growth Fund did not meet this strict requirement in 2018. The percentage of U.S. Government securities held as of September 30, 2018 was 0.45%. 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.

Portfolio Manager Biography

Gabelli Equity Series Funds, Inc.

THE GABELLI SMALL CAP GROWTH FUND

One Corporate Center

Rye, New York 10580-1422

t 800-GABELLI (800-422-3554)

f 914-921-5118

e info@gabelli.com

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.

Executive Chairman,

Associated Capital Group, 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,

G.research, LLC

Robert J. Morrissey

Partner,

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 & Associates Corp.

OFFICERS

Bruce N. Alpert

President

John C. Ball

Treasurer

Agnes Mullady

Vice President

Andrea R. Mango

Secretary

Richard J. Walz

Chief Compliance Officer

DISTRIBUTOR

G.distributors, LLC

CUSTODIAN

State Street Bank and Trust Company

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

DST Asset Manager

Solutions, Inc.

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.

GAB443Q318AR

LOGO

The Gabelli Focus Five Fund

Annual Report — September 30, 2018

To Our Shareholders,

For the fiscal year ended September 30, 2018, the net asset value (NAV) per Class I Share of The Gabelli Focus Five Fund decreased 4.5% compared with the Fund’s benchmark, the Blended Index, which increased 12.9%. The Blended Index consists of 50% of the Russell 2500 Index, 25% of the Russell 1000 Index, and 25% of the MSCI AC World Ex-U.S. Index. Other classes of shares are available. See page 2 for performance information for all classes.

Enclosed are the financial statements, including the schedule of investments, as of September 30, 2018.

Performance Discussion (Unaudited)

The Focus Five Fund seeks to provide a high level of capital appreciation. Under normal circumstances, the Fund will invest in a concentrated portfolio of twenty-five to thirty-five equity securities. The Fund could potentially invest up to 50% of its net assets in five securities that represent the largest, and thus the highest conviction, positions.

As a Fund with a concentrated portfolio of holdings, stock selection is an important element of performance as the Fund is driven more by the results of the companies selected rather than the movement of the overall market.

Some of the better performing investments during the fiscal year were Bioscrip Inc. (10.0% of net assets as of September 30, 2018), Pandora Media Inc. (1.9%) and K2M Group Holdings Inc. (3.4%). These positions contributed approximately 4.3% to the year’s return.

Bioscrip continues to execute on multi-year turnaround. Under new leadership, the company has begun to dramatically improve operating margins, accelerate organic growth, and position itself for industry consolidation. Pandora is gaining a revenue stream by selling its back-end advertising technology to others, making it the largest publisher of digital audio advertising in the United States. K2M, a developer of complex spine and minimally invasive solutions, agreed to be acquired by Stryker on August 30, 2018, for $27.50 per share in cash.

Investments that detracted from performance during the fiscal year included GoGo Inc. (3.4%), Diebold Nixdorf Inc. (0.9%), and Newell Brands Inc. (no longer held).

Gogo, the leader in global in-flight connectivity, was forced to spend a significant amount of money correcting a technical issue on its new antenna system. This system will allow speeds on commercial planes 100x faster than its prior generation of equipment.

We appreciate your confidence and trust.

Comparative Results

Average Annual Returns through September 30, 2018 (a)(b) (Unaudited)


	1 Year			3 Year			5 Year			Since January 1, 2012(c)			10 Year			Since Inception (12/31/02)
Class I (GWSIX)		(4.50	)%		5.74	%		2.73	%		8.28	%		6.69	%		7.43	%
Class AAA (GWSVX)		(4.78	)		5.46			2.47			8.00			6.41			7.24
Russell 2500 Index		16.19			16.13			11.37			14.82	(d)		12.02			11.86
Russell 1000 Index		17.76			17.07			13.67			10.37			12.09			15.65
MSCI AC World Ex-U.S. Index		2.25			10.49			4.60			8.59			5.67			7.45
Blended Index		12.91			14.91			10.19			10.66			10.42			13.12
Class A (GWSAX)		(4.80	)		5.46			2.46			8.00			6.42			7.26
With sales charge (e)		(10.27	)		3.39			1.25			7.06			5.77			6.85
Class C (GWSCX)		(5.48	)		4.67			1.70			7.20			5.63			6.48
With contingent deferred sales charge (f)		(6.43	)		4.67			1.70			7.20			5.63			6.48
In the current prospectuses dated January 26, 2018, the expense ratios for Class AAA, A, C, and I Shares are 1.43%, 1.43%, 2.18%, and 1.18%, respectively. See page 9 for the expense ratios for the year ended September 30, 2018. Class AAA and Class I Shares have no sales charge. The maximum sales charge for Class A and Class C Shares is 5.75% 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. Visit www.gabelli.com for performance information as of the most recent month end. Returns would have been lower had the Adviser not reimbursed certain expenses of the Fund. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The Class AAA Share NAVs 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. The Russell 2500 Index is a market capitalization weighted index of 2,500 U.S. traded stocks of small and mid capitalization stocks. The Russell 1000 Index is a market capitalization weighted index of 1,000 U.S. traded large capitalization stocks. The Morgan Stanley Capital International All Country World Index excluding the U.S. (MSCI ACWI Ex-U.S.) is a market capitalization weighted index of small, mid, and large capitalization stocks across developed and emerging markets, excluding U.S. stocks. The Blended Index consists of 50% Russell 2500 Index, 25% Russell 1000 Index, and 25% MSCI ACWI Ex-U.S. Index. Dividends are considered reinvested. You cannot invest directly in an index. (b) The Fund’s fiscal year ends September 30. (c) On January 1, 2012, the Fund began operating under its current name. (d) Russell 2500 Index performance is as of December 31, 2011. (e) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period. (f) Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GABELLI FOCUS FIVE FUND CLASS AAA, THE BLENDED INDEX, AND THE RUSSELL 2500 INDEX

(Unaudited)

LOGO

*	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.

The Gabelli Focus Five Fund

Disclosure of Fund Expenses (Unaudited)


For the Six Month Period from April 1, 2018 through September 30, 2018		Expense Table

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

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense


	Beginning Account Value 04/01/18			Ending Account Value 09/30/18			Annualized Expense Ratio			Expenses Paid During Period*
*The Gabelli Focus Five Fund*
Actual Fund Return
Class AAA		$	1,000.00		$	1,017.60		1.58	%		$	7.99
Class A		$	1,000.00		$	1,017.50		1.59	%		$	8.04
Class C		$	1,000.00		$	1,013.50		2.34	%		$	11.81
Class I		$	1,000.00		$	1,019.30		1.36	%		$	6.88
Hypothetical 5% Return
Class AAA		$	1,000.00		$	1,017.15		1.58	%		$	7.99
Class A		$	1,000.00		$	1,017.10		1.59	%		$	8.04
Class C		$	1,000.00		$	1,013.34		2.34	%		$	11.81
Class I		$	1,000.00		$	1,018.25		1.36	%		$	6.88

*	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.

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of September 30, 2018:


The Gabelli Focus Five Fund
Food and Beverage	15.1	%
Health Care Equipment and Services	10.0	%
Cable and Satellite	9.9	%
Building and Construction	7.7	%
Automotive: Parts and Accessories	7.3	%
Hotels and Gaming	6.9	%
Energy and Utilities	6.0	%
Telecommunications	5.3	%
Computer Software and Services	4.8	%
Equipment and Supplies	4.7	%
Consumer Services	3.5	%
Health Care Equipment and Supplies	3.4	%



Pharmaceuticals	3.1	%
Diversified Industrial	2.2	%
Broadcasting	2.1	%
U.S. Government Obligations	2.1	%
Entertainment	1.9	%
Financial Services	1.7	%
Retail	1.4	%
Business Services	0.9	%
Other Assets and Liabilities (Net)	0.0	%*

	100.0	%

* Amount represents less than 0.05%.

Proxy Voting

Portfolio Manager Biography

Daniel M. Miller has been the portfolio manager of The Gabelli Focus Five Fund since inception of the investment strategy on January 1, 2012. He is also a Managing Director of GAMCO Investors, Inc. Mr. Miller joined the Firm in 2002 and graduated magna cum laude with a degree in finance from the University of Miami in Coral Gables, Florida.

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.

The Gabelli Focus Five Fund

Schedule of Investments — September 30, 2018


Shares			Cost		Market Value
		COMMON STOCKS — 97.9%
		Automotive: Parts and Accessories — 7.3%
	42,100	Aptiv plc	$	3,118,739	$	3,532,190
	100,000	Delphi Technologies plc		4,136,300		3,136,000

				7,255,039		6,668,190


		Broadcasting — 2.1%
	70,000	Sinclair Broadcast Group Inc., Cl. A		2,021,357		1,984,500


		Building and Construction — 7.7%
	47,500	Herc Holdings Inc.†		2,078,888		2,432,000
	100,000	Lennar Corp., Cl. A		5,501,318		4,669,000

				7,580,206		7,101,000


		Business Services — 0.9%
	180,000	Diebold Nixdorf Inc.		2,008,817		810,000


		Cable and Satellite — 9.9%
	27,500	EchoStar Corp., Cl. A†		1,043,947		1,275,175
	100,000	Liberty Global plc, Cl. C†		2,687,362		2,816,000
	140,000	Liberty Media Corp.-
		Liberty Formula One, Cl. A†		4,334,831		4,981,200

				8,066,140		9,072,375


		Computer Software and Services — 4.8%
	2,075	Alphabet Inc., Cl. C†		1,253,598		2,476,450
	150,000	Internap Corp.†		1,492,375		1,894,500

				2,745,973		4,370,950


		Consumer Services — 3.5%
	40,000	GCI Liberty Inc., Cl. A†		1,754,585		2,040,000
	325,000	Groupon Inc.†		1,277,772		1,225,250

				3,032,357		3,265,250


		Diversified Industrial — 2.2%
	20,000	Colfax Corp.†		602,696		721,200
	17,500	EnPro Industries Inc.		1,236,095		1,276,275

				1,838,791		1,997,475


		Energy and Utilities — 6.0%
	200,000	Patterson-UTI Energy Inc.		3,597,308		3,422,000
	775,000	Weatherford International plc†		2,004,965		2,100,250

				5,602,273		5,522,250


		Entertainment — 1.9%
	180,000	Pandora Media Inc.†		781,508		1,711,800


		Equipment and Supplies — 4.7%
	20,000	CIRCOR International Inc.		744,304		950,000
	290,000	Mueller Water Products Inc., Cl. A		3,177,859		3,337,900

				3,922,163		4,287,900


Shares			Cost		Market Value

		Financial Services — 1.7%
	50,000	Synchrony Financial	$	1,377,329	$	1,554,000


		Food and Beverage — 15.1%
	170,000	Maple Leaf Foods Inc.		2,763,253		4,087,950
	85,000	Mondelēz International Inc., Cl. A		3,528,271		3,651,600
	27,500	Post Holdings Inc.†		915,571		2,696,100
	125,000	The Hain Celestial Group Inc.†		3,412,764		3,390,000

				10,619,859		13,825,650


		Health Care Equipment and Services — 10.0%
	2,948,333	BioScrip Inc.†		4,784,758		9,139,832


		Health Care Equipment and Supplies — 3.4%
	114,000	K2M Group Holdings Inc.†		2,037,969		3,120,180


		Hotels and Gaming — 6.9%
	226,100	MGM Resorts International		5,239,801		6,310,451


		Pharmaceuticals — 3.1%
	15,000	Allergan plc		2,367,227		2,857,200


		Retail — 1.4%
	34,000	PetIQ Inc.†		890,975		1,336,540


		Telecommunications — 5.3%
	85,000	CenturyLink Inc.		1,250,870		1,802,000
	595,000	Gogo Inc.†		4,162,606		3,088,050

				5,413,476		4,890,050


		TOTAL COMMON STOCKS		77,586,018		89,825,593


Principal Amount

		U.S. GOVERNMENT OBLIGATIONS — 2.1%
	$ 1,935,000	U.S. Treasury Bills, 2.100% to 2.133%††, 12/06/18 to 12/20/18		1,926,388		1,926,328


		TOTAL INVESTMENTS — 100.0%	$	79,512,406		91,751,921


		Other Assets and Liabilities (Net) — 0.0%				(45,698	)


		NET ASSETS — 100.0%			$	91,706,223

†	Non-income producing security.

††	Represents annualized yields at dates of purchase.

See accompanying notes to financial statements.

The Gabelli Focus Five Fund

Statement of Assets and Liabilities

September 30, 2018


Assets:
Investments, at value (cost $79,512,406)	$	91,751,921
Foreign currency, at value (cost $15,245)		15,399
Deposit at broker		8
Receivable for investments sold		945,234
Receivable for Fund shares sold		13,223
Dividends receivable		21,920
Prepaid expenses		27,393

Total Assets		92,775,098

Liabilities:
Payable to custodian		59,842
Payable for investments purchased		723,165
Payable for Fund shares redeemed		111,199
Payable for investment advisory fees		76,437
Payable for distribution fees		27,630
Payable for accounting fees		3,750
Other accrued expenses		66,852

Total Liabilities		1,068,875

Net Assets (applicable to 6,820,926 shares outstanding)	$	91,706,223
Net Assets Consist of:
Paid-in capital	$	82,329,629
Total distributable earnings(a)		9,376,594

Net Assets.	$	91,706,223
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price per share ($16,630,019 ÷ 1,201,545 shares outstanding; 100,000,000 shares authorized)		$13.84
Class A:
Net Asset Value and redemption price per share ($15,137,306 ÷ 1,082,574 shares outstanding; 50,000,000 shares authorized)		$13.98
Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)		$14.83
Class C:
Net Asset Value and offering price per share ($24,991,804 ÷ 2,087,307 shares outstanding; 50,000,000 shares authorized)		$11.97	(b)
Class I:
Net Asset Value, offering, and redemption price per share ($34,947,094 ÷ 2,449,500 shares outstanding; 50,000,000 shares authorized)		$14.27

(a)	Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X and discloses total distributable earnings. See Note 2 for further details.

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

Statement of Operations

For the Year Ended September 30, 2018


Investment Income:
Dividends (net of foreign withholding taxes of $11,350)	$	1,001,038
Interest		122,530

Total Investment Income		1,123,568

Expenses:
Investment advisory fees.		1,267,784
Distribution fees - Class AAA		48,808
Distribution fees - Class A		61,288
Distribution fees - Class C		309,738
Distribution fees - Class T*		2
Shareholder services fees		88,942
Registration expenses		81,530
Legal and audit fees		49,497
Accounting fees		45,000
Shareholder communications expenses		42,275
Custodian fees		16,414
Directors’ fees		4,848
Excise tax expense		1,979
Interest expense		152
Miscellaneous expenses		18,032

Total Expenses		2,036,289

Net Investment Loss		(912,721	)

Net Realized and Unrealized Gain/(Loss) on Investments, Redemption In-Kind, Written Options, and Foreign Currency:
Net realized gain on investments		801,125
Net realized gain on redemption in-kind		6,389,338
Net realized loss on foreign currency transactions		(21	)

Net realized gain on investments, redemption in-kind, and foreign currency transactions		7,190,442

Net change in unrealized appreciation/depreciation:
on investments		(13,613,074	)
on written options		(19,037	)
on foreign currency translations		(26	)

Net change in unrealized appreciation/depreciation on investments, written options, and foreign currency translations		(13,632,137	)

Net Realized and Unrealized Gain/(Loss) on Investments, Redemption In-Kind, Written Options, and Foreign Currency		(6,441,695	)

Net Decrease in Net Assets Resulting from Operations	$	(7,354,416	)

*	Class T Shares were liquidated on September 21, 2018.

See accompanying notes to financial statements.

The Gabelli Focus Five Fund

Statement of Changes in Net Assets


	Year Ended				Year Ended
	September 30, 2018				September 30, 2017
Operations:
Net investment loss		$	(912,721	)		$	(2,083,448	)
Net realized gain on investments, redemption in-kind, written options, and foreign currency transactions			7,190,442				3,561,280
Net change in unrealized appreciation/depreciation on investments, written options, and foreign currency translations			(13,632,137	)			7,405,783

Net Increase/(Decrease) in Net Assets Resulting from Operations			(7,354,416	)			8,883,615

Distributions to Shareholders:
Class AAA			(108,381	)			(353,970	)
Class A			(140,046	)			(461,898	)
Class C			(202,789	)			(646,935	)
Class I			(333,454	)			(968,550	)
Class T*			(5	)			—

Total Distributions to Shareholders**			(784,675	)			(2,431,353	)


Capital Share Transactions:
Class AAA			(4,746,985	)			(11,975,448	)
Class A			(12,711,472	)			(15,635,332	)
Class C			(9,997,783	)			(21,925,719	)
Class I			(32,916,453	)			(35,455,294	)
Class T*			(1,005	)			1,000

Net Decrease in Net Assets from Capital Share Transactions			(60,373,698	)			(84,990,793	)


Redemption Fees			343				1,604

Net Decrease in Net Assets			(68,512,446	)			(78,536,927	)
Net Assets:
Beginning of year			160,218,669				238,755,596

End of year		$	91,706,223			$	160,218,669

*	Class T Shares were liquidated on September 21, 2018.

Effective September 30, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details. For the year ended September 30, 2017, the distributions to shareholders from net realized gain were $353,970 (Class AAA), $461,898 (Class A), $646,935 (Class C), and $968,550 (Class I).

See accompanying notes to financial statements.

The Gabelli Focus Five Fund

Financial Highlights

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


								Income (Loss)																									Ratios to Average Net Assets/
				from Investment Operations												Distributions																	Supplemental Data
Year Ended September 30	Net Asset Value, Beginning of Year			Net Investment Loss (a)(b)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations				Net Realized Gain on Investments				Total Distributions				Redemption Fees (b)(c)			Net Asset Value, End of Year			Total Return †			Net Assets End of Year (in 000’s)			Net Investment Loss (a)			Operating Expenses(d)			Portfolio Turnover Rate
Class AAA
2018		$	14.61		$	(0.09	)		$	(0.61	)		$	(0.70	)		$	(0.07	)		$	(0.07	)		$	0.00		$	13.84		(4.78	)%		$	16,630		(0.63	)%		1.53	%		105	%
2017			13.70			(0.15	)			1.21				1.06				(0.15	)			(0.15	)			0.00			14.61		7.88				22,542		(1.08	)		1.43	(e)		77
2016			12.00			(0.14	)			1.84				1.70				—				—				0.00			13.70		14.17				33,695		(1.11	)		1.42	(e)		60
2015			15.22			(0.12	)			(1.81	)			(1.93	)			(1.29	)			(1.29	)			0.00			12.00		(14.11	)			38,960		(0.83	)		1.37	(e)		73
2014			13.72			(0.09	)			1.75				1.66				(0.16	)			(0.16	)			0.00			15.22		12.15				57,565		(0.58	)		1.38			94
Class A
2018		$	14.76		$	(0.09	)		$	(0.62	)		$	(0.71	)		$	(0.07	)		$	(0.07	)		$	0.00		$	13.98		(4.80	)%		$	15,137		(0.65	)%		1.53	%		105	%
2017			13.84			(0.15	)			1.22				1.07				(0.15	)			(0.15	)			0.00			14.76		7.87				29,391		(1.08	)		1.43	(e)		77
2016			12.12			(0.14	)			1.86				1.72				—				—				0.00			13.84		14.19				43,775		(1.10	)		1.42	(e)		60
2015			15.36			(0.12	)			(1.83	)			(1.95	)			(1.29	)			(1.29	)			0.00			12.12		(14.11	)			57,987		(0.83	)		1.37	(e)		73
2014			13.85			(0.09	)			1.76				1.67				(0.16	)			(0.16	)			0.00			15.36		12.11				105,369		(0.59	)		1.38			94
Class C
2018		$	12.74		$	(0.17	)		$	(0.53	)		$	(0.70	)		$	(0.07	)		$	(0.07	)		$	0.00		$	11.97		(5.48	)%		$	24,992		(1.38	)%		2.28	%		105	%
2017			12.06			(0.22	)			1.05				0.83				(0.15	)			(0.15	)			0.00			12.74		7.04				37,147		(1.83	)		2.18	(e)		77
2016			10.64			(0.21	)			1.63				1.42				—				—				0.00			12.06		13.35				57,796		(1.85	)		2.17	(e)		60
2015			13.73			(0.20	)			(1.60	)			(1.80	)			(1.29	)			(1.29	)			0.00			10.64		(14.74	)			70,274		(1.58	)		2.12	(e)		73
2014			12.49			(0.18	)			1.58				1.40				(0.16	)			(0.16	)			0.00			13.73		11.25				87,443		(1.31	)		2.13			94
Class I
2018		$	15.02		$	(0.06	)		$	(0.62	)		$	(0.68	)		$	(0.07	)		$	(0.07	)		$	0.00		$	14.27		(4.50	)%		$	34,947		(0.39	)%		1.28	%		105	%
2017			14.05			(0.11	)			1.23				1.12				(0.15	)			(0.15	)			0.00			15.02		8.11				71,138		(0.83	)		1.18	(e)		77
2016			12.27			(0.11	)			1.89				1.78				—				—				0.00			14.05		14.51				103,490		(0.85	)		1.17	(e)		60
2015			15.50			(0.09	)			(1.85	)			(1.94	)			(1.29	)			(1.29	)			0.00			12.27		(13.90	)			174,754		(0.58	)		1.12	(e)		73
2014			13.94			(0.05	)			1.77				1.72				(0.16	)			(0.16	)			0.00			15.50		12.39				318,785		(0.30	)		1.13			94

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

(a)	Due to capital share activity, net investment loss per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.

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

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

(d)	The Fund incurred interest expense during the fiscal years ended September 30, 2018, 2017, 2016, 2015, and 2014, and the effect of interest expense was minimal.

(e)	The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the fiscal years ended September 30, 2017, 2016, and 2015, there was no impact to the expense ratios.

See accompanying notes to financial statements.

The Gabelli Focus Five Fund

Notes to Financial Statements

1. Organization. The Gabelli Focus Five Fund is a series of the Gabelli Equity Series Funds, Inc. (the Corporation), which was incorporated on July 25, 1991 in Maryland. 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 of the Corporation. The Fund seeks to provide a high level of capital appreciation. The Fund commenced investment operations on December 31, 2002.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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, 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. 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. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

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 Board’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 the 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. At September 30, 2018, the Fund did not hold any Level 3 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, 2018 is as follows:


	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Total Market Value at 9/30/18
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks (a)		$89,825,593		—		$89,825,593
U.S. Government Obligations		—		$1,926,328		1,926,328
TOTAL INVESTMENTS IN SECURITIES – ASSETS		$89,825,593		$1,926,328		$91,751,921

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

Additional Information to Evaluate Qualitative Information.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in 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, 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.

Collateral requirements differ by type of derivative. Collateral requirements are set by the broker or exchange clearing house for exchange traded derivatives, while collateral terms are contract specific for derivatives traded over-the-counter. Securities pledged to cover obligations of the Fund under derivative contracts are noted in the Schedule of Investments. Cash collateral, if any, pledged for the same purpose will be reported, separately as Deposit at brokers, in the Statement of Assets and Liabilities.

The Fund’s derivative contracts held at September 30, 2018, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a written put option is exercised, the premium reduces the cost basis of the security. In the case of call options, the exercise prices are referred to as “in-the-money,” “at-the-money,” and “out-of-the-money,” respectively. The Fund may write (a) in-the-money call options when the Adviser expects that the price of the underlying security will remain stable or decline during the option period, (b) at-the-money call options when the Adviser expects that the price of the underlying security will remain stable, decline, or advance moderately during the option period, and (c) out-of-the-money call options when the Adviser expects that the premiums received from writing the call option will be greater than the appreciation in the price of the underlying security above the exercise price. By writing a call option, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. Out-of-the-money, at-the-money, and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be utilized in the same market environments that such call options are used in equivalent transactions. At September 30, 2018, the Fund held no option positions.

The Fund’s volume of activity in equity options contracts while outstanding during the fiscal year ended September 30, 2018 had an average monthly market value of approximately $40,000.

For the fiscal year ended September 30, 2018, the effect of equity option positions can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Redemption In-Kind, Written Options, and Foreign Currency, under Net realized gain on written options and within Net change in unrealized appreciation/depreciation on written options.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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.

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. 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 current year write-off of net operating loss. These reclassifications have no impact on the NAV of the Fund. For the fiscal year ended September 30, 2018, reclassifications were made to increase paid-in capital of $4,765,656 with an offsetting adjustment to total distributable earnings.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The tax character of distributions paid during the fiscal years ended September 30, 2018 and 2017 was as follows:


	Year Ended September 30, 2018			Year Ended September 30, 2017
Distributions paid from:
Net long term capital gains		$	784,675		$	2,431,353
Total distributions paid		$	784,675		$	2,431,353

At September 30, 2018, the components of accumulated earnings/losses on a tax basis were as follows:


Net unrealized appreciation on investments	$	11,684,184
Qualified late year loss deferral*		(2,307,590	)

Total	$	9,376,594

Under the current law, qualified late year ordinary losses realized after December 31 or post October capital losses realized after October 31 and prior to the Fund’s year end may be elected as occurring on the first day of the following year. For the year ended September 30, 2018, the Fund elected to defer $659,375 of late year ordinary losses and $1,648,215 of post October capital losses.

The Fund is permitted to carry capital losses forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.

At September 30, 2018, the temporary differences between book basis and tax basis unrealized appreciation on investments 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, 2018:


	Cost			Gross Unrealized Appreciation			Gross Unrealized Depreciation				Net Unrealized Appreciation
Investments		$	80,067,711		$	16,633,019		$	(4,948,809	)		$	11,684,210

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 fiscal year ended September 30, 2018, the Fund incurred excise tax of $1,979. As of September 30, 2018, 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. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

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.

6. Transactions with Affiliates and Other Arrangements. During the fiscal year ended September 30, 2018, the Distributor retained a total of $17,725 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, which expires on March 6, 2019 and may be renewed annually, 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 a floating rate equal to the higher of the overnight Federal Funds rate plus 125 basis points or the 30 day LIBOR plus 125 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statement of Operations. For the fiscal year ended September 30, 2018, there were no borrowings outstanding under the line of credit.

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 and Class I Shares are offered without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%, and Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase. Class T Shares were liquidated on September 21, 2018.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The redemption fees retained by the Fund during the fiscal years ended September 30, 2018 and 2017, if any, can be found in the Statement of Changes in Net Assets under Redemption Fees.

During the fiscal year ended September 30, 2018, the Fund delivered shares of various portfolio securities as a redemption in-kind in exchange for Class I shares of the Fund. Cash and portfolio securities were transferred as of the close of business on the date and at the market value listed below:


March 20, 2018	Value			Realized Gains	Type
Class I	$	16,182,944	*	$6,389,338		Redemption in-kind

*	This amount includes cash of approximately $13,262 associated with the redemption in-kind.

Transactions in shares of capital stock were as follows:


	Year Ended September 30, 2018						Year Ended September 30, 2017
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		33,479		$	471,631			121,107		$	1,624,522
Shares issued upon reinvestment of distributions		7,545			104,193			26,864			339,563
Shares redeemed		(382,512	)		(5,322,809	)		(1,064,012	)		(13,939,533	)

Net decrease		(341,488	)	$	(4,746,985	)		(916,041	)	$	(11,975,448	)


Class A
Shares sold		177,619		$	2,527,290			269,609		$	3,696,015
Shares issued upon reinvestment of distributions		9,556			133,310			32,313			412,635
Shares redeemed		(1,096,053	)		(15,372,072	)		(1,473,249	)		(19,743,982	)

Net decrease		(908,878	)	$	(12,711,472	)		(1,171,327	)	$	(15,635,332	)


Class C
Shares sold		137,743		$	1,693,578			238,378		$	2,779,240
Shares issued upon reinvestment of distributions		15,559			187,019			47,717			529,186
Shares redeemed		(980,921	)		(11,878,380	)		(2,162,814	)		(25,234,145	)

Net decrease		(827,619	)	$	(9,997,783	)		(1,876,719	)	$	(21,925,719	)


Class I
Shares sold		418,637		$	6,054,038			1,370,129		$	18,687,678
Shares issued upon reinvestment of distributions		21,972			312,000			70,411			913,230
Shares redeemed		(1,608,707	)		(23,099,547	)		(4,070,826	)		(55,056,202	)
Shares redeemed in-kind		(1,118,379	)		(16,182,944	)		—			—

Net decrease		(2,286,477	)	$	(32,916,453	)		(2,630,286	)	$	(35,455,294	)


Class T *
Shares sold		—			—			71		$	1,000
Shares issued upon reinvestment of distributions		—		$	5			—			—
Shares redeemed		(71	)		(1,010	)		—			—

Net increase/(decrease)		(71	)	$	(1,005	)		71		$	1,000

*	Class T Shares were liquidated on September 21, 2018.

The Gabelli Focus Five Fund

Notes to Financial Statements (Continued)

The Gabelli Focus Five Fund

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

The Gabelli Focus Five Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of The Gabelli Focus Five Fund (the “Fund”) (one of the funds constituting Gabelli Equity Series Funds, Inc. (the “Corporation”)), including the schedule of investments, as of September 30, 2018, 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, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting Gabelli Equity Series Funds, Inc.) at September 30, 2018, 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2018, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more Gabelli/GAMCO Funds investment companies since 1992.

Philadelphia, Pennsylvania

November 27, 2018

The Gabelli Focus Five Fund

Additional Fund Information (Unaudited)

The business and affairs of the Corporation 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 Focus Five Fund at One Corporate Center, Rye, NY 10580-1422.


Name, Position(s) Address¹ and Age	Term of Office and Length of Time Served²	Number of Funds in Fund Complex Overseen by Director	Principal Occupation(s) During Past Five Years	Other Directorships Held by Director³

INTERESTED DIRECTORS⁴:

Mario J. Gabelli, CFA Director and Chief Investment Officer Age: 76	Since 1991	33	Chairman, Chief Executive Officer, and Chief Investment Officer– Value Portfolios 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 within the Gabelli/ GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc.	Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications)

John Gabelli Director Age: 74	Since 1991	10	Senior Vice President of G.research, LLC	—

INDEPENDENT DIRECTORS⁵:

Anthony J. Colavita Director Age: 82	Since 1991	18	President of the law firm of Anthony J. Colavita, P.C.	—

Vincent D. Enright Director Age: 74	Since 1991	17	Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)	Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008- 2014); Director of The LGL Group, Inc. (diversified manufacturing) (2011-2014)

Robert J. Morrissey Director Age: 79	Since 1991	6	Partner in the law firm of Morrissey, Hawkins & Lynch	Chairman of the Board of Directors, Belmont Savings Bank

Kuni Nakamura⁶ Director Age: 50	Since 2009	36	President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)	—

Anthony R. Pustorino Director Age: 93	Since 1991	9	Certified Public Accountant; Professor Emeritus, Pace University	Director of The LGL Group, Inc. (diversified manufacturing) (2004-2011)

Anthonie C. van Ekris Director Age: 84	Since 1991	21	Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/ export company)	—

Salvatore J. Zizza Director Age: 72	Since 2001	30	President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)	Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012)

The Gabelli Focus Five Fund

Additional Fund Information (Unaudited) (Continued)


Name, Position(s) Address¹ and Age	Term of Office and Length of Time Served²	Principal Occupation(s) During Past Five Years
OFFICERS:
Bruce N. Alpert President Age: 66	Since 1991	Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008

John C. Ball Treasurer Age: 42	Since 2017	Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President of State Street Corporation, 2007-2014

Agnes Mullady Vice President Age: 60	Since 2006	Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2015; Chief Executive Officer of G.distributors, LLC since 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital Group, Inc. since 2016

Andrea R. Mango Secretary Age: 46	Since 2013	Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013

Richard J. Walz Chief Compliance Officer Age: 59	Since 2013	Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013

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

³	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

⁴	“Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

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

⁶	Mr. Nakamura is a director of Gabelli Merger Plus+ Trust Plc, which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser.

2018 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the fiscal year ended September 30, 2018, the Fund paid to shareholders long term capital gains totaling $784,675, or the maximum allowable. The distribution of long term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors.

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 and GAMCO Asset Management Inc., which are affiliated with GAMCO Investors, Inc. that is a publicly held company with subsidiaries and affiliates that provide investment advisory services for a variety of clients.

What kind of non-public information do we collect about you if you become a fund 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.

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Gabelli Equity Series Funds, Inc.

THE GABELLI FOCUS FIVE FUND

One Corporate Center

Rye, New York 10580-1422

t	800-GABELLI (800-422-3554)

f	914-921-5118

e	info@gabelli.com

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.,

Executive Chairman,

Associated Capital Group, 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,

G.research, LLC

Robert J. Morrissey

Partner,

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 & Associates Corp.

OFFICERS

Bruce N. Alpert

President

John C. Ball

Treasurer

Agnes Mullady

Vice President

Andrea R. Mango

Secretary

Richard J. Walz

Chief Compliance Officer

DISTRIBUTOR

G.distributors, LLC

CUSTODIAN

State Street Bank and Trust

Company

TRANSFER AGENT AND

DIVIDEND DISBURSING AGENT

DST Asset Manager

Solutions, Inc.

LEGAL COUNSEL

Skadden, Arps, Slate, Meagher & Flom LLP

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

GAB840Q318AR

LOGO

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 $90,800 in 2017 and $93,500 in 2018.

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 2017 and $0 in 2018.

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 $11,100 in 2017 and $11,400 in 2018. 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 $1,639 in 2017 and $2,859 in 2018. The fees relate to Passive Foreign Investment Company identification database subscription fees billed on an annual basis.

(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

(d) 0%

(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 less than fifty percent.

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $12,739 in 2017 and $14,259 in 2018.

(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 last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. 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.

(a)(4)

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 11/27/2018

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 11/27/2018

By (Signature and Title)* /s/ John C. Ball

John C. Ball, Principal Financial Officer and Treasurer

Date 11/27/2018

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