8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of The
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 6, 2004


                          GABELLI ASSET MANAGEMENT INC.
             (Exact name of registrant as specified in its charter)

          New York                      1-14761                   13-4007862
      (State or other           (Commission File Number)       (IRS Employer
jurisdiction of incorporation)                               Identification No.)

      One Corporate Center, Rye, NY                                     10580
(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including area code (914) 921-3700


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


     Explanatory Note

     This Amendment corrects and supersedes the Current Report on Form 8-K filed
by Gabelli Asset Management Inc. on October 5, 2004 by furnishing a corrected
press release dated October 5, 2004, attached hereto as exhibit 99.1.


     Item 2.02 Results of Operations and Financial Condition.

     On October 5, 2004, Gabelli Asset Management Inc. (the "Company") announced
preliminary estimates for the quarter ended September 30, 2004 of $0.41 to $0.43
per diluted share versus $0.41 per diluted share in the comparable 2003 quarter
and approximately $0.06 to $0.07 below prevailing Street estimates. A copy of
the Company's press release, attached hereto as Exhibit 99.1 and incorporated
herein by reference, is being furnished under this Item 2.02 in accordance with
the provisions of Regulation FD (17 CFR ss.ss. 243.100 et seq .).



     Item 8.01 Other Events.

     On October 5, 2004, Gabelli Asset Management Inc. (the "Company") announced
the authorization to repurchase up to an additional one million shares of its
Class A Common Stock at such times, prices and amounts to be determined. The
Company also announced a changed payment date for the special $1.00 dividend
announced on August 18, 2004 to November 30, 2004 from October 29, 2004 with a
new record date of November 15, 2004. A copy of the Company's press release,
attached hereto as Exhibit 99.1 and incorporated herein by reference, is being
furnished under this Item 8.01 in accordance with the provisions of Regulation
FD (17 CFR ss.ss. 243.100 et seq .).



SIGNATURE
- ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                Gabelli Asset Management Inc.

                                                By: /s/ Michael R. Anastasio Jr.
                                                    ----------------------------
                                                        Michael R. Anastasio Jr.
                                                        Chief Financial Officer


Date: October 6, 2004
      ---------------

EX-99.1

                                                                    Exhibit 99.1

Gabelli Expects to Report Third Quarter Earnings of $0.41 to $0.43 Per Diluted
Share versus $0.41 Per Share

     RYE, N.Y.--(BUSINESS WIRE)--Oct. 5, 2004--

But Lower Than Street Estimates of $0.48 Per Share, Shortfall Traceable to Drop
   in Investment Income Increases Stock Repurchase Plan by One Million Shares

     Gabelli Asset Management Inc. (NYSE: GBL) announced today preliminary
estimates for the quarter ended September 30, 2004 of $0.41 to $0.43 per diluted
share versus $0.41 per diluted share in the comparable 2003 quarter and
approximately $0.06 to $0.07 below prevailing Street estimates. The shortfall is
traceable to our "other income" account which reflects a loss in the third
quarter of 2004 versus a profit in the prior year quarter resulting in a
decrease of approximately $0.03 to $0.05 per share on year-to-year basis.
Secondly, during the quarter, we had a clawback in incentive fees in our
performance related products. As a result, we had a negative swing which crimped
revenues by $2 million or around $0.02 per share on a year-to-year basis.
     Assets under management on September 30, 2004 were approximately $27.3
billion, an increase of 17.7% versus the $23.2 billion at the end of the third
quarter 2003 and just below the $28.2 billion on June 30, 2004. We will be
issuing further details on our financial results towards the latter part of this
month but we would like to point out that a 1% increase in short-term interest
rates adds approximately $7 million to our other income on annual basis, all
else being equal.
     The Board of Directors authorized the repurchase of an additional one
million shares of its Class A Common Stock at such times, prices and amounts to
be determined. After this additional authorization, there is approximately 1.5
million shares authorized to be repurchased under Gabelli's stock repurchase
program. During the third quarter of 2004, we repurchased 287,900 shares
representing an investment of approximately $11.6 million or $40.46 per share.
     The Board of Directors approved a changed payment date for the special
$1.00 dividend announced on August 18, 2004 to November 30, 2004 from October
29, 2004. The new record date is November 15, 2004.
     Gabelli Asset Management Inc., through its subsidiaries, manages assets of
private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli
Funds, LLC), and partnerships and offshore funds (Alternative Investment Group).

     SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     Our disclosure and analysis in this press release contain some
forward-looking statements. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements
because they do not relate strictly to historical or current facts. They use
words such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," and other words and terms of similar meaning. They also appear in any
discussion of future operating or financial performance. In particular, these
include statements relating to future actions, future performance of our
products, expenses, the outcome of any legal proceedings, and financial results.
Although we believe that we are basing our expectations and beliefs on
reasonable assumptions within the bounds of what we currently know about our
business and operations, there can be no assurance that our actual results will
not differ materially from what we expect or believe. Some of the factors that
could cause our actual results to differ from our expectations or beliefs
include, without limitation: the adverse effect from a decline in the securities
markets; a decline in the performance of our products; a general downturn in the
economy; changes in government policy or regulation; changes in our ability to
attract or retain key employees; and unforeseen costs and other effects related
to legal proceedings or investigations of governmental and self-regulatory
organizations. We also direct your attention to any more specific discussions of
risk contained in our Form 10-K and other public filings. We are providing these
statements as permitted by the Private Litigation Reform Act of 1995. We do not
undertake to update publicly any forward-looking statements if we subsequently
learn that we are unlikely to achieve our expectations or if we receive any
additional information relating to the subject matters of our forward-looking
statements.

     CONTACT: Gabelli Asset Management
              Michael R. Anastasio, 914/921-5147
              www.gabelli.com