8-K

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


                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported) February 28, 2005


                          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))



     Item 8.01. Other Events.

     The following information is furnished pursuant to Item 8.01, "Other
Events."

     On February 28, 2005, Gabelli Asset Management Inc. (the "Company") issued
a press release setting forth the pro forma statement of financial condition as
of February 17, 2005 based on December 31, 2004 balances adjusted for the
issuance of 1,517,483 shares of class A common stock and the receipt of
$70,567,500 in proceeds. A copy of the Company's press release is attached
hereto as Exhibit 99 and hereby incorporated by reference.

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:    February 28, 2005
         -----------------

EX-99

                                                                      Exhibit 99

Gabelli Pro Forma Financial Data for Settlement of Mandatory Convertible
Purchase Contracts

    RYE, N.Y.--(BUSINESS WIRE)--Feb. 28, 2005--Gabelli Asset
Management Inc. (NYSE: GBL) issued 1,517,483 shares of class A common
stock and received proceeds of $70,567,500 on February 17, 2005 in
settlement of the purchase contracts issued pursuant to its mandatory
convertible securities.
    Gabelli's statements of financial condition at December 31, 2003
and December 31, 2004 are presented in Table I along with a pro forma
statement of financial condition as of February 17, 2005 based on
December 31, 2004 balances, adjusted for the issuance of the common
shares and the receipt of proceeds. On February 17, 2005, Gabelli's
stockholders' equity totaled approximately $423 million on this pro
forma basis compared to $378 million and $352 million on December 31,
2003 and 2004, respectively.
    Gabelli issued these mandatory convertible securities consisting
of purchase contracts and senior notes in February 2002. The senior
notes due February 17, 2007 were remarketed in November 2004 and the
interest rate was reset from 6% to 5.22% at that time.
    During 2004, Gabelli returned over $100 million of earnings to
shareholders through its stock buyback program and quarterly and
special dividends.
    Gabelli Asset Management Inc., through its subsidiaries, manages
approximately $28.7 billion in 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.




Table I

                     GABELLI ASSET MANAGEMENT INC.
       CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                            (In thousands)

                                                               (a)
                            December 31,  December 31,    February 17,
                                2003          2004            2005
                            ------------ --------------  -------------
ASSETS                                    (unaudited)     (unaudited)

Cash and cash equivalents  $    386,511 $      257,096  $     327,663
Investments                     295,411        381,689        381,689
Receivables                      39,667         46,571         46,571
Other assets                     14,922         13,616         13,616
                            ------------ --------------  -------------

     Total assets          $    736,511 $      698,972  $     769,539
                            ============ ==============  =============

LIABILITIES AND
 STOCKHOLDERS' EQUITY

Compensation payable       $     25,552 $       27,645  $      27,645
Income taxes payable             12,323          8,526          8,526
Accrued expenses and other
 liabilities                     27,900         22,142         22,142
                            ------------ --------------  -------------
     Total operating
      liabilities                65,775         58,313         58,313
5.5% Senior notes (due
 May 15, 2013)                  100,000        100,000        100,000
5% Convertible note
 (conversion price, $52 per
 share; note due August 14,
 2011)                          100,000        100,000        100,000
5.22% Senior notes
 (remarketed November 17,
 2004;due February 17, 2007)          -              -         82,308
Mandatory convertible
 securities (purchase
 contract settlement date,
 February 17, 2005; notes
 due February 17, 2007)          84,030         82,308              -
                            ------------ --------------  -------------

     Total liabilities          349,805        340,621        340,621

Minority interest                 8,395          6,171          6,171

Stockholders' equity (b)        378,311        352,180        422,747
                            ------------ --------------  -------------

Total liabilities and
 stockholders' equity      $    736,511 $      698,972  $     769,539
                            ============ ==============  =============

(a) Represents pro forma statement of financial condition as of
    February 17, 2005 based on the December 31, 2004 statement of
    financial condition adjusted only for the issuance of 1,517,483
    shares of class A common stock and the receipt of proceeds
    totaling $70,567,500 on February 17, 2005 in settlement of the
    purchase contracts issued pursuant to its mandatory convertible
    securities.

(b) Shares outstanding: 30,049,556 at 12/31/03; 28,837,034 at
    12/31/04; 30,355,217 at 2/17/05.



    CONTACT: Gabelli Asset Management
             Michael R. Anastasio, 914/921-5147
                or
             For further information please visit
             www.gabelli.com