SecProbe.io

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                                                               September 6, 2005

VIA EDGAR & OVERNIGHT DELIVERY
------------------------------

Celeste M. Murphy, Esq.
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0303

                    RE:  GAMCO Investors,  Inc. (formerly known as Gabelli Asset
                         Management  Inc.)  Schedule  TO-I filed August 19, 2005
                         File No. 005-56335

Dear Ms. Murphy:

     On  behalf  of GAMCO  Investors,  Inc.  (formerly  known as  Gabelli  Asset
Management  Inc.),  a corporation  organized  under the laws of the State of New
York (the "Company"),  we have  electronically  transmitted under separate cover
Amendment  No. 1 to the  Tender  Offer  Statement  on  Schedule  TO-I  (File No.
005-56335), filed with the Securities and Exchange Commission (the "Commission")
on August 19, 2005 (the "Schedule TO"). The changes reflected in Amendment No. 1
to the  Schedule TO include  those made in response to the comments of the Staff
of the Commission (the "Staff") set forth in the Staff's  comment letter,  dated
August 30, 2005.

     Set forth below are the Company's  responses to the comments raised in your
letter.  To  facilitate  the Staff's  review,  we have  provided  the  Company's
responses  in ordinary  type  beneath the  corresponding  Staff  comment,  which
appears in bold type.

Item 10

1.        We  note  that  you  have  incorporated  by  reference  the  financial
          information  required by Item 1010(a) of Regulation M-A. Please revise
          the   disclosure   document  to  include  the   summarized   financial
          information specified by Item 1010(c). See Instruction 6 to Item 10 of

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Celeste M. Murphy, Esq.
September 6, 2005
Page 2

          Schedule TO and Q&A H.7 of the July 2001 Supplement to the Division of
          Corporation   Finance   Manual   of   Publicly   Available   Telephone
          Interpretations available on our website at www.sec.gov. Please advise
          us on how  you  intend  to  disseminate  this  information  to  option
          holders.

          Response:
          ---------

          The Company is aware of the obligation to furnish summarized financial
          information  pursuant to  Instruction  6 to Item 10 of Schedule TO and
          Q&A H.7 of the July 2001  Supplement  to the  Division of  Corporation
          Finance  Manual  of  Publicly  Available  Telephone   Interpretations.
          However,  the Company has determined that its financial statements are
          not  material to an option  holder's  decision  to tender  pursuant to
          Instruction  2 to Item 10 of  Schedule  TO.  The  Company's  financial
          statements are not material because (a) the  consideration the Company
          is offering to option holders  consists  solely of cash, (b) the offer
          is not  subject to any  financing  condition  and (c) the Company is a
          public reporting  company under Section 13(a) of the Exchange Act that
          files reports  electronically on EDGAR. Because the tender offer meets
          all of the  requirements  of  Instruction 2 to Item 10 of Schedule TO,
          the Company will not disseminate  summarized financial  information to
          option holders.

Forward-Looking Statements, page 8
----------------------------------

2.        We reference your statement that except as required by law, you
          "undertake no obligation to make any revisions to the forward-looking
          statements contained in this offer to purchase or to update them to
          reflect events or circumstances occurring after the date of the offer
          to purchase." This statement seems inconsistent with your obligation
          to revise the offer materials to reflect any material changes in the
          information disseminated to option holders. See Rule 13e-4(e)(3).
          Please revise or delete.

          Response:
          ---------

          The  Company  has  deleted  the  sentence  in  response to the Staff's
          comments.

<PAGE>

Celeste M. Murphy, Esq.
September 6, 2005
Page 3

Conditions of the Offer, page 12
--------------------------------

3.        In the first paragraph you state you may terminate this offer if one
          of the listed events occurs and you determine in your reasonable
          judgment that the occurrence of the event makes it inadvisable to
          proceed with the offer. You have the right to decide whether to
          terminate or proceed with your offer if a listed offer condition is
          "triggered." However, if you go forward with the offer despite the
          occurrence of one of the listed events, you must waive the applicable
          condition. Waiver of an offer condition may require extension of the
          offer and dissemination of additional offer materials. You may not use
          the language in the first paragraph of this section to tacitly waive
          an offer condition by failing to assert it. Please confirm your
          understanding in a supplemental response.

          Response:
          ---------

          The Company  acknowledges  that the waiver of an offer  condition  may
          require  extension of the offer and  dissemination of additional offer
          materials to option holders.

4.        We refer to the first sentence of the first paragraph of this section.
          In our view, you may condition a tender offer on any number of
          conditions, as long as they are described with reasonable specificity,
          capable of some measure of objective verification, and outside of your
          control. The phrase "regardless of the circumstances giving rise to
          them" implies that you may assert an offer condition even when the
          condition is "triggered" by your own action or inaction. Please revise
          the disclosure found here and in the last paragraph.

          Response:
          ---------

          The  Company  has  revised  the  disclosure  in the  section  entitled
          "Conditions of the Offer" in response to the Staff's comment.

5.        We note your offer condition (a)(ii) regarding any event or events
          occurring that "in [your] reasonable judgment, could materially and
          adversely affect the business, condition (financial or other), income,
          operations or prospects of Gabelli. . . .." Please revise to specify
          or generally describe the prospects to which you refer and clarify
          what you mean by conditions other than financial, to which you refer,

<PAGE>

Celeste M. Murphy, Esq.
September 6, 2005
Page 4

          so that security holders will have the ability to objectively
          determine whether the condition has been triggered. Please make this
          revision throughout your document, including, but not limited to,
          condition (b).

          Response:
          ---------

          The  Company  has  revised  the  disclosure  in the  section  entitled
          "Conditions of the Offer" in response to the Staff's comment.

6.        The last sentence of offer condition (a)(ii) is extremely broad and
          vaguely drafted. It allows you to terminate the offer if any change
          occurs that is or may be material to you or your subsidiaries. While
          we have permitted offer conditions premised on the existence of a
          material adverse change, which is somewhat of a term of art, you
          condition as currently written goes well beyond such a limit. Please
          revise to more precisely define the scope of this paragraph. Consider
          summarizing what you deem to be the "material benefits" you expect to
          realize from this offer. Please make this revision throughout your
          document, including, but not limited to, condition (b).

          Response:
          ---------

          The  Company  has  revised  the  disclosure  in the  section  entitled
          "Conditions of the Offer" in response to the Staff's comment.

7.        We note your statement that "[a]ny determination or judgment by us
          concerning the events described above will be final and binding on all
          parties." Please revise this sentence to more precisely define its
          scope. While you may assert an offer condition when it is triggered,
          when parties contest asserted conditions, the judgments of courts of
          law are generally considered final and binding in such matters.

          Response:
          ---------

          The  Company  has  revised  the  disclosure  in the  section  entitled
          "Conditions of the Offer" in response to the Staff's comment.

Additional Information, page 16
-------------------------------

<PAGE>

Celeste M. Murphy, Esq.
September 6, 2005
Page 5

8.        Schedule TO does not permit "forward" incorporation. Therefore, please
          ensure that you amend the Schedule TO to specifically reference the
          periodic reports you wish to incorporate, as they are filed. Please
          revise this disclosure as appropriate.

          Response:
          ---------

          The Company has deleted the third  paragraph  in the section  entitled
          "Certain Information Concerning  Gabelli--Incorporation  by Reference"
          in response  to the Staff's  comments  and  acknowledges  that it will
          amend the Schedule TO to specifically  reference the periodic  reports
          it wishes to incorporate as they are filed.

Closing Comments
----------------

     In response to the Staff's request, the Company acknowledges that:

o    the Company is responsible for the adequacy and accuracy of the disclosure
     in the filings;

o    Staff comments or changes to disclosure in response to Staff comments in
     the filings reviewed by the Staff do not foreclose the Commission from
     taking any action with respect to the filing; and

o    the Company may not assert Staff comments as a defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

To discuss  this  letter,  or if you have any  questions  or require any further
information  with  respect to  Amendment  No. 1 to the  Schedule TO or any other
matters relating to this filing, please call the undersigned at (212) 735-3783.

                                               Very truly yours,

                                               /s/ Bradley R. Friedman
                                               ---------------------------------
                                                   Bradley R. Friedman

cc:      James E. McKee, Esq. (GAMCO Investors, Inc.)
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