AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT

                                                                  Exhibit (d)(2)

                                 AMENDMENT NO. 1
                      TO THE INVESTMENT ADVISORY AGREEMENT


         This  Amendment  No. 1 dated as of February 17, 1999 is entered into by
     Gabelli Funds, LLC (the "Adviser") and The Gabelli Asset Fund (the "Fund").

         whereas,  the  predecessor  to the Adviser and the Fund entered into an
     Amended and Restated Investment Advisory Agreement dated as of May 12, 1992
     (the "Investment Advisory Agreement"); and

         whereas, the Adviser and the Fund wish to amend the Investment Advisory
     Agreement to reflect the change in the identity of the Adviser;

         now,  therefore,  the parties  hereto,  intending to be legally  bound,
     hereby agree as follows:

              1.The  name  "Gabelli  Funds,  Inc."  in the  Investment  Advisory
                Agreement  is hereby  deleted in all places where it appears and
                replaced with the name "Gabelli Funds, LLC".

              2.The  Investment  Advisory  Agreement  shall remain in full force
                and effect in all other respects.

         in witness whereof,  the undersigned have executed this Amendment No. 1
     as of the date and year first written above.



THE GABELLI ASSET FUND                               GABELLI FUNDS, LLC


By: /s/Xxxxx X. Xxxxxx                                     By: /s/Xxx Xxxxxxxxxx
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    Xxxxx X. Xxxxxx                                            Xxx Xxxxxxxxxx