AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT

EXHIBIT (D)

                                 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 Gabelli Capital Series Funds,  Inc. (the
"Company").

         WHEREAS, the predecessor to the Adviser and the Company entered into an
Investment Advisory Agreement dated as of May 1, 1995 (the "Investment  Advisory
Agreement"); and

         WHEREAS,  the  Adviser  and the  Company  wish to amend the  Investment
Advisory Agreement to reflect the change in the Adviser's name;

         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.


GABELLI CAPITAL SERIES FUNDS, INC.             GABELLI FUNDS, LLC

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