November 4, 2005



Mail Stop 4561




Michael R. Anastasio
Vice President and Chief Financial Officer
One Corporate Center
Rye, NY 10580-1422

      Re:	Gabelli Asset Management Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
		File No. 001-14761

Dear Mr. Anastasio:

      We have reviewed your response letter filed on September 29,
2005 and have the following comments.

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

Financial Statements

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

1. We note your response to comment 3 of our letter dated July 15,
2005 wherein you state you relied on FIN 46R, APB 18, AIN 2, SOP
78-9
and ARB 51 in determining the appropriate accounting for your
investment in the Funds.  You state that you interpreted the
third-
party equity holders` ability to remove their investment from the
respective partnership/fund as a means by which they prevent the
Company from controlling the respective partnership.  Therefore,
prior to the adoption of FIN 46R you principally accounted for
these
entities under the equity method. Please tell us more as it
relates
to these third-party equity holders` ability to remove their
investment.  At a minimum address the following in your response:

* Whether they are permitted to remove their investment at any
time;

* Whether they have to give notice to remove their investment;

* Whether there is a fee or penalty incurred by the equity holders
if
they choose to remove their investment;

* What if the fund does not have sufficient cash on hand for the
equity holders to remove their investment;

* Whether the general partner is obligated to purchase the
interest
if the Fund does not have sufficient cash on hand; and

* Whether any of the Funds` equity holders removed, or declared
their
intent to remove, their equity investment in the past;

2. Please tell us how the third party equity holders` ability to
remove their investment from the respective partnership/fund
contrasts with the examples of "important rights" outlined in
paragraph 9 of SOP 78-9. When preparing your response please note
that the examples of "important rights" outlined in SOP 78-9
include
the right to replace the general partner, approve the sale or
refinancing of principal assets, or approve the acquisition of
principal partnership.  These examples appear to focus on how the
limited partners can substantively participate in general
partner`s
decision making.  In your situation, it appears the equity holders
are unable to participate in the decision making, but they are
able
to choose to remove their investment, presumably if they disagree
with the general partners` decisions to run the fund.

3. Please confirm that the equity holders` right to remove their
investment from the respective partnership was present in each of
the
seventeen Funds.

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

4. In your response to comment 4 of our letter dated July 15, 2005
you state that a majority of your investment partnerships, i.e.
Funds, are subject to consolidation under EITF 04-5 beginning
January
1, 2006 based on your conclusion that, among other factors, the
limited partners do not have substantive participating rights.  We
further note that you plan to consolidate twelve of these funds
beginning January 1, 2006 since you have now determined they are
not
variable interest entities (VIEs).  We also note that you do not
plan
to consolidate five additional Funds which you have determined to
be
VIE`s, but for which you do not consider yourself the primary
beneficiary.  Please address the following in your response:

* Confirm whether these seventeen Funds comprise all of the
entities
which you initially determined to be VIEs upon adoption of FIN 46R
in
March 2004 as discussed in your response to prior comment 3;

* For each of these seventeen Funds, please tell us how you
considered the guidance in paragraph 5 of FIN 46R in determining
whether or not the Fund is a VIE.  Your response should clearly
discuss the factors and characteristics of the five Funds which
you
continue to believe are VIEs.  Please also address how you
concluded
that the Funds would not qualify for the business exemption
outlined
in paragraph 4(h) of FIN 46R; and

* For the five Funds which you continue to believe are VIEs,
please
tell us how you determined that your interests, along with
interests
held by unconsolidated related parties, did not absorb a majority
of
the expected losses or receive a majority of the expected returns,
or
both.  Please confirm that you considered all cash flows you would
receive from your interests in making this determination,
including
any cash flows from the incentive allocation and administrative
fees.

* * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Detailed
letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	You may contact Benjamin Phippen, Staff Accountant, at (202)
551-3697 or me at (202) 551-3423 if you have any questions.


Sincerely,



Amit Pande
Assistant Chief Accountant

Michael R. Anastasio Jr.
Vice President and Chief Financial Officer
Gabelli Asset Management, Inc.
November 4, 2005
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