SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OBUS NELSON (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GILMAN CIOCIA, INC. [ GTAX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	10/03/2008		A		50,000	A	$0.1	50,000	D
Common Stock, $0.01 par value per share								8,000,000(1)	I	By Wynnefield Partners Small Cap Value, L.P.
Common Stock, $0.01 par value per share								12,000,000(2)	I	By Wynnefield Small Cap Value Offshore Fund, Ltd.
Common Stock, $0.01 par value per share								10,000,000(3)	I	By Wynnefield Partners Small Cap Value L.P. I

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.1	10/03/2008		A		50,000		(4)	10/03/2013	common stock	50,000	$0	50,000	D

Explanation of Responses:

1. The reported securities are owned by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership ("Partners"). Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC") is the sole general partner of Partners. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his position with Capital LLC, Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. The reported securities are owned by Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"). Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc."), is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his position with Capital Inc. Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. The reported securities are owned by Wynnefield Partners Small Cap Value L.P. I, a Delaware limited partnership ("Partners I"). Capital LLC, is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his position with Capital LLC, has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Grant of options to purchase common stock with a five-year term vesting 20% of the shares annually commencing on 10/03/2009.

Remarks:

The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

	/s/ Nelson Obus	10/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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