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) August 25, 2006
                                                        (August 22, 2006)


                              GAMCO INVESTORS, INC.
             (Exact name of registrant as specified in its charter)


          New York                    1-14761                    13-4007862
(State or other jurisdiction       (Commission                  (IRS Employer
      of incorporation)            File Number)              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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

In the proxy statement for its 2006 Annual Meeting of Shareholders, GAMCO
Investors, Inc. (the "Company") disclosed that its Board of Directors has
established guidelines, based on the director independence standards of the New
York Stock Exchange (the "NYSE"), that it uses in determining director
independence. The Company did not publish its Guidelines for Director
Independence ("Guidelines") in the proxy statement but instead provided a
reference to the Company's web site address where the Guidelines can be found,
and stated that the Guidelines also can be obtained upon request from the
Company's Secretary.

Section 303A.02(a) of the Listed Company Manual of the NYSE specifically
authorizes boards of directors of companies listed for trading on the NYSE to
adopt and disclose categorical standards to assist in making determinations of
director independence. On August 22, 2006, the Company was notified by NYSE
Regulation, Inc. that Section 303.A.02(a) requires the Company to publish the
categorical standards of director independence in the proxy statement rather
than disclose them by reference. While we do not believe our disclosure was
materially different from the disclosure required by the NYSE Listed Company
Manual, we have, in consultation with the NYSE, determined to make this
disclosure consistent with those requirements by filing this current report on
Form 8-K.

Accordingly, to ensure compliance with Section 303A.02(a), the Company is
attaching its Guidelines hereto as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

     99.1 Guidelines for Director Independence





                                    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.


                                                GAMCO Investors, Inc.

                                                By: /s/ Douglas R. Jamieson
                                                    ----------------------------
                                                         Douglas R. Jamieson
                                                           President and
                                                      Chief Operating Officer

Date: August 25, 2006
      ---------------








                                  EXHIBIT INDEX



Exhibit Number          Description
- --------------          -----------

99.1                    Guidelines for Director Independence.

EX-99.1

                                                                    Exhibit 99.1


Guidelines for Director Independence

For a director to be deemed "independent," the Board shall affirmatively
determine that the director has no material relationship with GAMCO Investors,
Inc. ("GAMCO") or its affiliates or any member of the senior management of GAMCO
or his or her affiliates. This determination shall be disclosed in the proxy
statement for each annual meeting of GAMCO's shareholders. In making this
determination, the Board shall apply the following standards:

     o    A director who is an employee, or whose immediate family member is an
          executive officer, of GAMCO may not be deemed independent until three
          years after the end of such employment relationship. Employment as an
          interim Chairman or Chief Executive Officer will not disqualify a
          director from being considered independent following that employment.
     o    A director who receives, or whose immediate family member receives,
          more than $100,000 per year in direct compensation from GAMCO, other
          than director and committee fees and pension or other forms of
          deferred compensation for prior service (provided such compensation is
          not contingent in any way on continued service), may not be deemed
          independent until three years after he or she ceases to receive more
          than $100,000 in compensation. Compensation received by a director for
          former service as an interim Chairman or Chief Executive Officer and
          compensation received by an immediate family member for service as a
          non-executive employee of GAMCO will not be considered in determining
          independence under this test.
     o    A director who is affiliated with or employed by, or whose immediate
          family member is affiliated with or employed in a professional
          capacity by, a present or former internal or external auditor of GAMCO
          may not be deemed independent until three years after the end of the
          affiliation or the employment or auditing relationship.
     o    A director who is employed, or whose immediate family member is
          employed, as an executive officer of another company where any of
          GAMCO's current executive officers serve on that company's
          compensation committee may not be deemed independent until three years
          after the end of such service or the employment relationship.
     o    A director who is an executive officer, general partner or employee,
          or whose immediate family member is an executive officer or general
          partner, of an entity that makes payments to, or receives payments
          from, GAMCO for property or services in an amount which, in any single
          fiscal year, exceeds the greater of $1 million or 2% of such other
          entity's consolidated gross revenues, may not be deemed independent
          until three years after falling below that threshold.
     o    Further to the provision above that applies to goods and services
          generally, a director who is, or whose immediate family member is, an
          executive officer, general partner or significant equity holder (i.e.,
          in excess of 10%) of an entity that is a paid provider of professional
          services to GAMCO, any of its affiliates, any executive officer or any
          affiliate of an executive officer, if the payments for such services
          exceed $60,000 (but do not exceed the greater of $1 million or 2% of
          such other entity's consolidated gross revenues) within the preceding
          twelve-month period may not be deemed independent.
     o    A director who is, or whose immediate family member is, affiliated
          with or employed by a tax-exempt entity that receives significant
          contributions (i.e., more than 2% of the annual contributions received
          by the entity or more than $200,000 in a single fiscal year, whichever
          amount is lower) from GAMCO, any of its affiliates, any executive
          officer or any affiliate of an executive officer within the preceding
          twelve-month period may not be deemed independent, unless the
          contribution was approved in advance by the Board of directors.



For purposes of these Guidelines, the terms:

     o    "affiliate" means any consolidated subsidiary of GAMCO and any other
          company or entity that controls, is controlled by or is under common
          control with GAMCO, as evidenced by the power to elect a majority of
          the board of directors or comparable governing body of such entity;
          and
     o    "immediate family" means spouse, parents, children, siblings, mothers-
          and fathers-in-law, sons- and daughters-in-law, brothers- and
          sisters-in-law and anyone (other than employees) sharing a person's
          home, but excluding any person who is no longer an immediate family
          member as a result of legal separation or divorce, or death or
          incapacitation.

The Board shall undertake an annual review of the independence of all
non-employee directors. In advance of the meeting at which this review occurs,
each non-employee director shall be asked to provide the Board with full
information regarding the director's business and other relationships with GAMCO
and its affiliates and with senior management and their affiliates to enable the
Board to evaluate the director's independence.

Directors have an affirmative obligation to inform the Board of any material
changes in their circumstances or relationships that may impact their
designation by the Board as "independent." This obligation includes all business
relationships between, on the one hand directors or members of their immediate
family, and, on the other hand, GAMCO and its affiliates or members of senior
management and their affiliates, whether or not such business relationships are
subject to the approval requirement set forth in the foregoing provision.