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
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