SecProbe.io

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One Corporate Center                                       GAMCO Investors, Inc.
Rye, NY 10580-1422
Tel. (914) 921-5147
Fax (914) 921-5392

September 29, 2005

Mr. Mark Webb
Legal Branch Chief
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Mr. Webb:

        We have reviewed your letter, dated July 15, 2005, regarding our Annual
Report on Form 10-K for the fiscal year ended December 31, 2004 and our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005. We
have responded to each of your comments and provided additional information
where appropriate.

     Form 10-K for the year ended December 31, 2004:
     ----------------------------------------------

     General
     -------

     Comment

     1. Section 3(a)(1) of the Investment Company Act of 1940 (the "Investment
     Company Act") defines an investment company, in relevant part, as:

     Any issuer which (a) is or holds itself out as being engaged primarily, or
     proposes to engage primarily, in the business of investing, reinvesting, or
     trading in securities...or (c) is engaged or proposes to engage in the
     business of investing, reinvesting, owning, holding, or trading in
     securities, and owns or proposes to acquire investment securities having a
     value exceeding 40 per centum of the value of such issuer's total assets
     (exclusive of Government securities and cash items) on an unconsolidated
     basis.

     Based on Gabelli Asset Management Inc.'s ("Gabelli") Form 10-K for the year
     ended December 31, 2004, it appears that Gabelli owns investment securities
     having a value greater than 40 percent of its total assets (exclusive of
     Government securities and cash items) on a consolidated basis. Please
     provide financial information, on an unconsolidated basis that indicates
     the percentage of Gabelli's total assets (exclusive of Government
     securities and cash items) that are investment securities.

     If more than 40 percent of Gabelli's total assets are investment securities
     under section 3(1)(1)(C), please explain (if true) why you believe that
     Gabelli is not an investment company subject to registration and regulation
     under the Investment Company Act. If you conclude however, that Gabelli is
     an investment company, please explain what steps Gabelli has taken to
     resolve its status as an investment company under the Investment Company
     Act.

                                       1

<PAGE>

     Response

     The staff's comment questions whether GAMCO Investors, Inc. ("GBL" or the
     "Company"), formerly known as Gabelli Asset Management Inc., is an
     investment company under Section 3(a)(1) of the Investment Company Act
     under the premise that more than 40% of its unconsolidated assets are
     investment securities. On an unconsolidated basis, the Company's total
     assets on a GAAP basis were approximately $634,053,000. Of the total
     assets, approximately $202,888,000 consists of cash and cash items,
     approximately $148,310,000 consists of U.S. government securities,
     approximately $152,733,000 consists of investment securities, approximately
     $107,121,000 consists of investments in subsidiaries and approximately
     $23,000,000 consists of other assets. Pursuant to Section 2(a)(41) of the
     Investment Company Act of 1940, for purposes of the statistical 40% test
     set forth in Section 3(a)(1) of the Investment Company Act, the Company's
     investments in its operating subsidiaries should be measured at fair value.
     After adjusting the Company's investments in subsidiaries to fair value,
     the percentage of investment securities of gross unconsolidated assets is
     below the 40% statistical test. In analyzing the fair value of the
     subsidiaries, we performed a simple analysis which considered the valuation
     of subsidiaries in two ways:

          (i)  The value of GBL's two largest subsidiaries, Gabelli Funds, LLC
               and GAMCO Asset Management Inc. (formerly known as GAMCO
               Investors, Inc.), using an EBITDA multiple of 10 (marginally less
               than the multiple that most asset management companies sell for)
               yields a total value of approximately $838,000,000 as the fair
               value of these subsidiaries. This fair value results in a
               percentage of investment securities of gross unconsolidated
               assets of approximately 15%, well below the 40% statistical
               threshold, without taking into consideration GBL's other
               subsidiaries (see Attachment I).

          (ii) Gabelli Funds, LLC and GAMCO Asset Management Inc. accounted for
               approximately 81% of the total 2004 consolidated net income.
               Based on this, if the fair value of these subsidiaries represents
               at least 80% of the total GBL market capitalization or
               approximately $710,000,000 (adjusted for total GBL unconsolidated
               cash and cash items, government securities and investments in
               securities) then the percentage of investment securities of gross
               unconsolidated assets is approximately 17%, well below the 40%
               statistical threshold, without taking into consideration GBL's
               other subsidiaries (see Attachment II).

     Based on this analysis, we believe that the percentage of investment
     securities of GBL's gross unconsolidated assets is well below the 40%
     statistical test.

     However, even if more than 40% of the Company's unconsolidated assets
     consisted of investment securities, the disclosure in the Company's Annual
     Report on Form 10-K would show that under the factors utilized by the SEC
     and the courts in analyzing the primary engagement of the Company under
     Section 3(b)(1) of the Investment Company Act: (i) the Company has
     historically been, and today remains primarily an investment management
     firm; (ii) the Company's proprietary investments are managed and
     administered by a small number of individuals in comparison to over 100
     professionals involved in managing, administering and marketing investment
     companies, separate accounts and private investment funds and conducting
     its broker-dealer and investment banking business; (iii) the Company has
     never suggested that its investments are a significant aspect of its
     business; (iv) for the years ended December 31, 2004, December 31, 2003 and
     December 31, 2002, approximately 99.9%, 92.2%, and 104.5%, respectively, of
     the Company's income before taxes and minority interest was derived from
     its investment management, administrative, distribution and broker-dealer
     activities, which are not proprietary investment activities; and (v) it is
     only in the assets test that any question at all arises. Further, a large
     percentage of the Company's investment securities are investments in its
     own investment products, which is a necessary adjunct of the Company's
     asset management business.

                                       2

<PAGE>

     Thus, we conclude that the Company is not an investment company subject to
     registration and regulation under the Investment Company Act of 1940.

     Management's Discussion and Analysis of Financial Condition and Results of
     --------------------------------------------------------------------------
     Operations Asset Highlights, page 30
     ------------------------------------

     Comment

     2. The change in your assets under management presented in the table on
     page 30 does not appear to reconcile to the net cash inflow/outflow amounts
     presented in the table on page 31. Please tell us the reason for the
     difference and revise future filings to reconcile these amounts by product
     line.

     Response

     The change in assets under management ("AUM") presented in the table on
     page 30 represents the total change in AUM for the year. The change has two
     components:

          (i)  net cash inflows/outflows (which is presented in the table on the
               following page); and

          (ii) market appreciation/depreciation (which
               is not presented)

     We have enclosed a schedule (see Attachment III) which shows the
     reconciliation of these two components to the change in AUM for the year,
     and it is our intention to provide such a reconciliation in all future
     filings.

     Financial Statements
     --------------------

     Note A-Significant Accounting Policies - Investments in Partnerships and
     ------------------------------------------------------------------------
     Affiliates, page F-10
     ---------------------

     Comment

     3. We note that you account for your investments in partnerships and
     affiliates using the equity method. We also note in footnote C on page F-14
     that you are a General Partner or co-General Partner in various limited
     partnerships. Tell us how you determined that you are not required to
     consolidate your investments in these limited partnerships citing the
     authoritative accounting literature you relied upon.

                                       3

<PAGE>

     Response

     In our Annual Report on Form 10-K for the fiscal year ended December 31,
     2004, we disclosed that we accounted for our investment in partnerships and
     affiliates (each, a "Fund" and collectively, the "Funds") using the equity
     method.

     In determining the appropriate accounting for our investment in Funds, we
     relied on FIN46R, APB Opinion No. 18, AICPA Accounting Interpretation No. 2
     of APB 18, SOP 78-9 and ARB 51.

     Prior to FIN46R and EITF 04-5, there was diversity in industry practice in
     accounting for investments in partnerships and funds where ownership
     interest was less than a majority. We interpreted the third- party
     equityholders' ability to remove their investment from the respective
     partnership/fund as a means by which they prevent the Company from
     controlling (i.e., substantive participating rights) of the respective
     partnership/fund and as a sufficient basis to preclude consolidation.
     Therefore, the Company's use of the equity method of accounting for the
     majority of our Funds is based upon the guidance provided in SOP 78-9, ARB
     51, APB Opinion No. 18, and AICPA Accounting Interpretation No. 2 of APB
     18. Related to the guidance in APB Opinion No. 18 in reaching this
     conclusion, we determined that although our holdings are generally less
     than 20% of the Funds, we believed the equity method is the correct
     methodology as the general partner or investment manager (each, the
     "Investment Manager") has significant influence over the operations of the
     respective Funds. Furthermore, for the remaining Funds where our ownership
     exceeded 50%, we also deemed the equity method of accounting to be
     acceptable because the impact of the gross-up to the Company's balance
     sheet was immaterial and the Company's net income and equity were not
     affected. Overall, we believed non-consolidation had an immaterial impact
     on the Company's consolidated financial statements.

     Upon the issuance of FIN 46R, we evaluated that guidance to determine the
     appropriateness of our accounting for investments in the Funds. As stated
     in FIN46R, a variable interest entity ("VIE") has one or more of the
     following characteristics:

          (i)  the equity investment at risk is not sufficient to permit the
               entity to finance its activities without additional subordinated
               financial support provided by any parties, including the equity
               holders; or

          (ii) the equity investors lack one or more of the following essential
               characteristics of a controlling financial interest:

               o    the direct or indirect ability to make decisions about the
                    entity's activities through voting rights or similar rights;

               o    the obligation to absorb the expected losses of the entity;
                    or

               o    the right to receive the expected residual returns of the
                    entity; or

        (iii)  the equity investors have voting rights that are not
               proportionate to their economic interests, and the activities of
               the entity involve or are conducted on behalf of an investor with
               a disproportionately small voting interest.

     Based on the provisions of FIN46R, we determined, at that time, that the
     Funds managed by GBL subsidiaries were VIEs. We reached this conclusion
     based on the fact that the limited partners and shareholders (the
     "investors"), as a group, in our Funds could not make substantive decisions
     about activities of these entities as such investors do not have any
     voting/control rights with respect to the operations of these Funds.

                                       4

<PAGE>

     In determining whether the VIEs should be consolidated, we considered
     whether the Investment Manager was the primary beneficiary of the entity.
     In reviewing the amount of investment as Investment Manager and the impact
     of fees (including incentive fees), we concluded that the Investment
     Manager was not the primary beneficiary for most of these VIEs. For those
     VIEs where the Company was not the primary beneficiary, we relied on the
     provisions of AICPA Accounting Interpretation No. 2 of APB 18 and SOP 78-9
     and determined that the appropriate accounting for our Funds was the equity
     method. We also relied on the guidance in APB Opinion No. 18 in reaching
     this conclusion, as we determined that although our holdings were generally
     less than 20% of the Funds, we believed the equity method was the correct
     methodology as the Investment Manager had significant influence over the
     operations of the respective Funds.

     For those VIEs where we concluded that the Investment Manager was the
     primary beneficiary, it was determined that the effect of consolidating
     these entities had no material impact on the financial statements of GBL,
     as the total net assets of these entities were approximately $21 million,
     of which GBL had recorded approximately $15 million of assets on its
     balance sheet through the equity method of accounting, resulting in an
     impact on the balance sheet of: (i) an increase in assets of $6.8 million
     (representing less than 1% of assets); (ii) an increase of $1.4 million to
     liabilities; and (iii) an increase of $5.4 million to minority interest. We
     therefore did not consolidate these VIEs. We also considered the following
     in reaching our determination:

          o    consolidating these VIEs versus accounting for them under the
               current method of equity accounting has no impact on GBL's net
               income or equity in the financial statements and only represents
               a gross-up of the balance sheet; and

          o    information regarding the activities of these Funds are disclosed
               in the notes to the consolidated financial statements.

     Please see the responses to Comment 4 for further information regarding the
     accounting for the Company's investments in the Funds.

     Financial Statements
     --------------------

     Note A-Significant Accounting Policies - Recently Issued Accounting
     -------------------------------------------------------------------
     Standards, page F-12
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