SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2012~~March 31, 2013

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No. 001-14761

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

New York			13-4007862
(State of other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

One Corporate Center, Rye, NY			10580-1422
(Address of principle executive offices)			(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer", "accelerated filer", and "smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.

Class		Outstanding at ~~October 31, 2012~~April 30, 2013
Class A Common Stock, .001 par value		~~6,684,215~~6,138,795
Class B Common Stock, .001 par value		~~19,919,818~~19,564,174

INDEX

GAMCO INVESTORS, INC. AND SUBSIDIARIES


PART I.	FINANCIAL INFORMATION


Item 1.	Unaudited Condensed Consolidated Financial Statements

	Condensed Consolidated Statements of Income:
	- Three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~
	~~- Nine months ended September 30, 2012 and 2011~~

	Condensed Consolidated Statements of Comprehensive Income:
	- Three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~
	~~- Nine months ended September 30, 2012 and 2011~~


	Condensed Consolidated Statements of Financial Condition:
	- ~~September 30, 2012~~March 31, 2013
	- December 31, ~~2011~~2012
	- ~~September 30, 2011~~March 31, 2012

	Condensed Consolidated Statements of Equity:

	- ~~Nine~~Three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~

	Condensed Consolidated Statements of Cash Flows:
	- ~~Nine~~Three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~

	Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk (Included in Item 2)

Item 4.	Controls and Procedures

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.	Exhibits

SIGNATURES

GAMCO INVESTORS, INC. AND SUBSIDIARIES	GAMCO INVESTORS, INC. AND SUBSIDIARIES														GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	CONDENSED CONSOLIDATED STATEMENTS OF INCOME														CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED	UNAUDITED														UNAUDITED
(Dollars in thousands, except per share data)	(Dollars in thousands, except per share data)														(Dollars in thousands, except per share data)


		Three Months Ended						Nine Months Ended								Three Months Ended
		September 30,						September 30,								March 31,
		2012			2011			2012			2011					2013			2012
Revenues
Investment advisory and incentive fees		$	67,790		$	65,244		$	202,783		$	197,407				$	72,607		$	67,783
Distribution fees and other income			11,139			11,486			33,768			33,419					11,353			11,623
Institutional research services			3,302			3,421			8,453			11,311					2,221			2,343
Total revenues			82,231			80,151			245,004			242,137					86,181			81,749
Expenses
Compensation			32,948			32,010			100,423			99,792					35,652			34,554
Management fee			3,056			1,387			9,855			8,126					3,980			4,184
Distribution costs			10,386			11,091			30,575			34,108					11,010			10,177
Other operating expenses			6,829			5,002			17,760			18,193					4,812			5,822
Total expenses			53,219			49,490			158,613			160,219		(a)			55,454			54,737

Operating income			29,012			30,661			86,391			81,918					30,727			27,012
Other income (expense)
Net gain/(loss) from investments			7,525			(16,152	)		17,234			(3,743	)
Extinguishment of debt (b)			(6,305	)		-			(6,307	)		-
Net gain from investments																	12,291			13,878
Interest and dividend income			920			1,823			3,938			5,620					1,345			1,236
Interest expense			(3,586	)		(4,418	)		(12,419	)		(10,688	)				(3,488	)		(4,404	)
Total other income (expense), net			(1,446	)		(18,747	)		2,446			(8,811	)
Shareholder-designated contribution																	(5,000	)		-
Total other income, net																	5,148			10,710
Income before income taxes			27,566			11,914			88,837			73,107					35,875			37,722
Income tax provision			8,467			4,745			30,909			26,978					13,195			13,756
Net income			19,099			7,169			57,928			46,129					22,680			23,966
Net income/(loss) attributable to noncontrolling interests			95			(530	)		(17	)		140
Net income attributable to noncontrolling interests																	135			130
Net income attributable to GAMCO Investors, Inc.'s shareholders		$	19,004		$	7,699		$	57,945		$	45,989				$	22,545		$	23,836

Net income attributable to GAMCO Investors, Inc.'s shareholders
per share:
Basic		$	0.72		$	0.29		$	2.20		$	1.72				$	0.88		$	0.90

Diluted		$	0.72		$	0.29		$	2.19		$	1.72				$	0.88		$	0.90

Weighted average shares outstanding:
Basic			26,250			26,496			26,309			26,686					25,742			26,415

Diluted			26,439			26,576			26,480			26,772					25,758			26,533

Dividends declared:		$	0.30	(c)	$	0.04		$	0.63		$	0.11				$	0.05		$	0.04

(a) Includes $5.6 million in costs directly related to the launch of a new closed-end fund.
(b) Relates to repurchase of $64.6 million (face value) of Subordinated Debentures.
(c) Includes regular quarterly dividend of $0.05 per share and special dividend of $0.25 per share.

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
(Dollars in thousands)

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011

Net income $ 19,099 $ 7,169 $ 57,928 $ 46,129
Other comprehensive income/(loss), net of tax:
Foreign currency translation (34 ) (18 ) (29 ) 5
Net unrealized gains/(losses) on securities available for sale 2,938 (7,906 ) 3,816 (6,969 )
Other comprehensive income/(loss) 2,904 (7,924 ) 3,787 (6,964 )

Comprehensive income/(loss) 22,003 (755 ) 61,715 39,165
Less: Comprehensive income/(loss) attributable to noncontrolling interests (95 ) 530 17 (140 )

Comprehensive income/(loss) attributable to GAMCO Investors, Inc. $ 21,908 $ (225 ) $ 61,732 $ 39,025

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
(Dollars in thousands, except per share data)


	Three Months Ended
	March 31,
	2013			2012

Net income	$	22,680		$	23,966
Other comprehensive income, net of tax:
Foreign currency translation		(49	)		(17	)
Net unrealized gains on securities available for sale (a)		6,040			3,457
Other comprehensive income		5,991			3,440

Comprehensive income		28,671			27,406
Less: Comprehensive income attributable to noncontrolling interests		(135	)		(130	)

Comprehensive income attributable to GAMCO Investors, Inc.	$	28,536		$	27,276

(a) Net of income tax expense of $3,547 and $2,031 for 2013 and 2012, respectively.

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED
(Dollars in thousands, except per share data)

	March 31,			December 31,			March 31,
	2013			2012			2012
ASSETS
Cash and cash equivalents	$	273,353		$	190,608		$	324,630
Investments in securities		229,286			218,843			257,607
Investments in sponsored registered investment companies		64,294			61,872			62,305
Investments in partnerships		94,260			97,549			101,685
Receivable from brokers		44,583			50,655			29,298
Investment advisory fees receivable		29,624			42,429			27,193
Income tax receivable		917			1,018			39
Other assets		24,312			27,759			23,668
Total assets	$	760,629		$	690,733		$	826,425

LIABILITIES AND EQUITY
Payable to brokers	$	15,059		$	14,346		$	22,366
Income taxes payable and deferred tax liabilities		34,292			25,398			24,782
Capital lease obligation		4,914			4,949			5,043
Compensation payable		34,676			10,535			28,834
Securities sold, not yet purchased		6,377			3,136			9,657
Mandatorily redeemable noncontrolling interests		1,343			1,342			1,390
Accrued expenses and other liabilities		34,537			26,365			28,692
Sub-total		131,198			86,071			120,764

5.5% Senior notes (due May 15, 2013)		99,000			99,000			99,000
5.875% Senior notes (due June 1, 2021)		100,000			100,000			100,000
Zero coupon subordinated debentures, Face value: $21.7 million at March 31, 2013 and
December 31, 2012 and $86.3 million at March 31, 2012 (due December 31, 2015)		17,688			17,366			65,300
Total liabilities		347,886			302,437			385,064

Redeemable noncontrolling interests		16,414			17,362			16,828
Commitments and contingencies (Note J)
Equity
GAMCO Investors, Inc. stockholders' equity
Preferred stock, $.001 par value; 10,000,000 shares authorized;
none issued and outstanding
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized;
14,265,769, 14,203,146 and 13,760,697 issued, respectively; 6,147,532,
6,121,585 and 6,592,716 outstanding, respectively		13			13			13
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized;
24,000,000 shares issued; 19,564,174, 19,624,174 and 20,040,746 shares
outstanding, respectively		20			20			20
Additional paid-in capital		280,196			280,089			265,280
Retained earnings		429,553			408,295			431,963
Accumulated other comprehensive income		32,291			26,300			25,960
Treasury stock, at cost (8,118,237, 8,081,561 and 7,167,981 shares, respectively)		(349,074	)		(347,109	)		(302,152	)
Total GAMCO Investors, Inc. stockholders' equity		392,999			367,608			421,084
Noncontrolling interests		3,330			3,326			3,449
Total equity		396,329			370,934			424,533

Total liabilities and equity	$	760,629		$	690,733		$	826,425

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED
(Dollars in thousands, except per share data)

September 30, December 31, September 30,
2012 2011 2011
ASSETS
Cash and cash equivalents $ 288,685 $ 276,340 $ 335,656
Investments in securities 235,445 238,333 214,759
Investments in sponsored registered investment companies 64,223 59,214 55,564
Investments in partnerships 102,604 100,893 98,286
Receivable from brokers 55,159 20,913 67,064
Investment advisory fees receivable 29,187 32,156 23,451
Income tax receivable 1,018 39 227
Other assets 22,250 28,861 25,883
  Total assets $ 798,571 $ 756,749 $ 820,890

LIABILITIES AND EQUITY
Payable to brokers $ 28,039 $ 10,770 $ 15,590
Income taxes payable and deferred tax liabilities 16,445 15,296 21,235
Capital lease obligation 4,982 5,072 5,100
Compensation payable 33,998 17,695 31,559
Securities sold, not yet purchased 3,856 5,488 6,743
Mandatorily redeemable noncontrolling interests 1,356 1,386 1,490
Accrued expenses and other liabilities 30,175 24,441 31,450
  Sub-total 118,851 80,148 113,167

5.5% Senior notes (due May 15, 2013) 99,000 99,000 99,000
5.875% Senior notes (due June 1, 2021) 100,000 100,000 100,000
Zero coupon subordinated debentures, Face value: $21.8 million at September 30, 2012,
  $86.3 million at December 31, 2011 and $86.4 million at September 30, 2011
  (due December 31, 2015) 17,118 64,119 62,973
  Total liabilities 334,969 343,267 375,140

Redeemable noncontrolling interests 20,228 6,071 38,050
Commitments and contingencies (Note J)
Equity
  GAMCO Investors, Inc. stockholders' equity
    Preferred stock, $.001 par value; 10,000,000 shares authorized;
      none issued and outstanding
    Class A Common Stock, $0.001 par value; 100,000,000 shares authorized;
      13,904,190, 13,627,397 and 13,600,897 issued, respectively; 6,685,414,
      6,684,149 and 6,666,654 outstanding, respectively 13 13 13
    Class B Common Stock, $0.001 par value; 100,000,000 shares authorized;
      24,000,000 shares issued; 19,920,730, 20,070,746 and 20,106,746 shares
      outstanding, respectively 20 20 20
    Additional paid-in capital 267,914 264,409 264,028
    Retained earnings 450,326 409,191 413,295
    Accumulated other comprehensive income 26,307 22,520 18,425
    Treasury stock, at cost (7,218,776, 6,943,248 and 6,934,243 shares, respectively) (304,567 ) (292,181 ) (291,781 )
  Total GAMCO Investors, Inc. stockholders' equity 440,013 403,972 404,000
Noncontrolling interests 3,361 3,439 3,700
Total equity 443,374 407,411 407,700

Total liabilities and equity $ 798,571 $ 756,749 $ 820,890

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES	GAMCO INVESTORS, INC. AND SUBSIDIARIES																							GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF EQUITY																							CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED	UNAUDITED																							UNAUDITED
(In thousands)	(In thousands)																							(In thousands)

For the nine months ended September 30, 2012
For the three months ended March 31, 2013																								For the three months ended March 31, 2013
					GAMCO Investors, Inc. stockholders																						GAMCO Investors, Inc. stockholders
												Accumulated																						Accumulated
							Additional					Other									Redeemable								Additional					Other									Redeemable
		Noncontrolling			Common		Paid-in		Retained			Comprehensive			Treasury						Noncontrolling				Noncontrolling		Common		Paid-in		Retained			Comprehensive			Treasury						Noncontrolling
		Interests			Stock		Capital		Earnings			Income			Stock			Total			Interests				Interests		Stock		Capital		Earnings			Income			Stock			Total			Interests
Balance at December 31, 2011		$	3,439		$	33	$	264,409	$	409,191		$	22,520		$	(292,181	)	$	407,411		$	6,071
Balance at December 31, 2012																									$	3,326	$	33	$	280,089	$	408,295		$	26,300		$	(347,109	)	$	370,934		$	17,362
Redemptions of redeemable
noncontrolling interests			-			-		-		-			-			-			-			(8,566	)			-		-		-		-			-			-			-			(2,298	)
Contributions from redeemable
noncontrolling interests			-			-		-		-			-			-			-			22,662				-		-		-		-			-			-			-			1,219
Net income (loss)			(78	)		-		-		57,945			-			-			57,867			61				4		-		-		22,545			-			-			22,549			131
Net unrealized gains on
securities available for sale,
net of income tax ($2,241)			-			-		-		-			3,816			-			3,816			-
net of income tax ($3,823)																										-		-		-		-			6,511			-			6,511			-
Amounts reclassified from
accumulated other
comprehensive income,
net of income tax benefit ($276)																										-		-		-		-			(471	)		-			(471	)		-
Foreign currency translation			-			-		-		-			(29	)		-			(29	)		-				-		-		-		-			(49	)		-			(49	)		-
Dividends declared ($0.63 per
Dividends declared ($0.05 per
share)			-			-		-		(16,810	)		-			-			(16,810	)		-				-		-		-		(1,287	)		-			-			(1,287	)		-
Stock based compensation
expense			-			-		2,615		-			-			-			2,615			-				-		-		15		-			-			-			15			-
Exercise of stock options
including tax benefit			-			-		890		-			-			-			890			-				-		-		92		-			-			-			92			-
Purchase of treasury stock			-			-		-		-			-			(12,386	)		(12,386	)		-				-		-		-		-			-			(1,965	)		(1,965	)		-
Balance at September 30, 2012		$	3,361		$	33	$	267,914	$	450,326		$	26,307		$	(304,567	)	$	443,374		$	20,228
Balance at March 31, 2013																									$	3,330	$	33	$	280,196	$	429,553		$	32,291		$	(349,074	)	$	396,329		$	16,414

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES	GAMCO INVESTORS, INC. AND SUBSIDIARIES																						GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF EQUITY																						CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED	UNAUDITED																						UNAUDITED
(In thousands)	(In thousands)																						(In thousands)

For the nine months ended September 30, 2011
For the three months ended March 31, 2012																							For the three months ended March 31, 2012
				GAMCO Investors, Inc. stockholders																						GAMCO Investors, Inc. stockholders
											Accumulated																						Accumulated
						Additional					Other									Redeemable								Additional					Other									Redeemable
		Noncontrolling		Common		Paid-in		Retained			Comprehensive			Treasury						Noncontrolling				Noncontrolling		Common		Paid-in		Retained			Comprehensive			Treasury						Noncontrolling
		Interests		Stock		Capital		Earnings			Income			Stock			Total			Interests				Interests		Stock		Capital		Earnings			Income			Stock			Total			Interests
Balance at December 31, 2010		$	3,579	$	33	$	262,108	$	370,272		$	25,389		$	(271,773	)	$	389,608		$	26,984
Balance at December 31, 2011																								$	3,439	$	33	$	264,409	$	409,191		$	22,520		$	(292,181	)	$	407,411		$	6,071
Redemptions of redeemable
noncontrolling interests			-		-		-		-			-			-			-			(2,340	)			-		-		-		-			-			-			-			(3	)
Contributions from redeemable
noncontrolling interests			-		-		-		-			-			-			-			17,490				-		-		-		-			-			-			-			10,640
Deconsolidation of
Partnership			-		-		-		-			-			-			-			(4,103	)
Net income			121		-		-		45,989			-			-			46,110			19				10		-		-		23,836			-			-			23,846			120
Net unrealized gains on
securities available for sale,
net of income tax benefit ($4,093)			-		-		-		-			(6,969	)		-			(6,969	)		-
net of income tax ($2,031)																									-		-		-		-			3,457			-			3,457			-
Foreign currency translation			-		-		-		-			5			-			5			-				-		-		-		-			(17	)		-			(17	)		-
Dividends declared
($0.11 per share)			-		-		-		(2,966	)		-			-			(2,966	)		-
($0.04 per share)																									-		-		-		(1,064	)		-			-			(1,064	)		-
Stock based compensation
expense			-		-		1,920		-			-			-			1,920			-				-		-		871		-			-			-			871			-
Purchase of treasury stock			-		-		-		-			-			(20,008	)		(20,008	)		-				-		-		-		-			-			(9,971	)		(9,971	)		-
Balance at September 30, 2011		$	3,700	$	33	$	264,028	$	413,295		$	18,425		$	(291,781	)	$	407,700		$	38,050
Balance at March 31, 2012																								$	3,449	$	33	$	265,280	$	431,963		$	25,960		$	(302,152	)	$	424,533		$	16,828

See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES	GAMCO INVESTORS, INC. AND SUBSIDIARIES							GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED	UNAUDITED							UNAUDITED
(In thousands)	(In thousands)							(In thousands)

		Nine Months Ended							Three Months Ended
		September 30,							March 31,
		2012			2011				2013			2012
Operating activities
Net income		$	57,928		$	46,129			$	22,680		$	23,966
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net gains from partnerships			(4,445	)		(268	)			795			(3,351	)
Depreciation and amortization			580			642				202			180
Stock based compensation expense			2,615			1,920				15			871
Deferred income taxes			1,708			(1,358	)			1,471			1,515
Tax benefit from exercise of stock options			108			-				16			-
Foreign currency translation			(29	)		5
Other-than-temporary loss on available for sale securities			20			-
Foreign currency translation gain/(loss)										(49	)		(17	)
Fair value of donated securities			393			111				148			83
Gains on sales of available for sale securities			(1,503	)		(584	)			(597	)		(279	)
Accretion of zero coupon debentures			2,908			3,393				323			1,180
Extinguishment of debt			6,307			-
Loss on extinguishment of debt										-			1
(Increase) decrease in assets:
Investments in trading securities			(60	)		5,417				(5,538	)		(13,604	)
Investments in partnerships:
Contributions to partnerships			(26,893	)		(13,283	)			(3,492	)		(23,293	)
Distributions from partnerships			29,627			3,312				5,987			25,852
Receivable from brokers			(34,246	)		(26,130	)			6,071			(8,385	)
Investment advisory fees receivable			2,970			21,339				12,804			4,963
Income tax receivable and deferred tax assets			(979	)		98				97			-
Other assets			6,045			(2,424	)			3,227			5,023
Increase (decrease) in liabilities:
Payable to brokers			17,268			14,036				713			11,596
Income taxes payable and deferred tax liabilities			(2,802	)		3,726				3,881			5,940
Compensation payable			16,301			7,787				24,141			11,139
Mandatorily redeemable noncontrolling interests			(30	)		47				1			4
Accrued expenses and other liabilities			5,394			9,579				8,136			4,227
Total adjustments			21,257			27,365				58,352			23,645
Net cash provided by operating activities		$	79,185		$	73,494			$	81,032		$	47,611

GAMCO INVESTORS, INC. AND SUBSIDIARIES	GAMCO INVESTORS, INC. AND SUBSIDIARIES							GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED (continued)	UNAUDITED (continued)							UNAUDITED (continued)
(In thousands)	(In thousands)							(In thousands)

		Nine Months Ended							Three Months Ended
		September 30,							March 31,
		2012			2011				2013			2012
Investing activities
Purchases of available for sale securities		$	(1,264	)	$	(4,374	)		$	(4	)	$	(4	)
Proceeds from sales of available for sale securities			3,068			5,685				5,343			525
Return of capital on available for sale securities			1,650			1,262				611			571
Net cash provided by investing activities			3,454			2,573				5,950			1,092

Financing activities
Contributions from redeemable noncontrolling interests			22,662			17,490				1,219			10,640
Redemptions of redeemable noncontrolling interests			(8,566	)		(2,340	)			(2,298	)		(3	)
Issuance of 5.875% Senior notes due June 1, 2021			-			100,000
Issuance costs on the 5.875% Senior notes due June 1, 2021			-			(934	)
Proceeds from exercise of stock options			781			-				76			-
Repurchase of zero coupon subordinated debentures			(56,215	)		-
Dividends paid			(16,558	)		(2,966	)			(1,287	)		(1,070	)
Purchase of treasury stock			(12,386	)		(20,008	)			(1,965	)		(9,971	)
Net cash (used in) provided by financing activities			(70,282	)		91,242
Net cash used in financing activities										(4,255	)		(404	)
Effect of exchange rates on cash and cash equivalents			(12	)		(3	)			18			(9	)
Net increase in cash and cash equivalents			12,345			167,306				82,745			48,290
Cash and cash equivalents at beginning of period			276,340			169,601				190,608			276,340
Decrease in cash from deconsolidation of partnership			-			(1,251	)
Cash and cash equivalents at end of period		$	288,685		$	335,656			$	273,353		$	324,630
Supplemental disclosures of cash flow information:
Cash paid for interest		$	4,684		$	3,554			$	285		$	322
Cash paid for taxes		$	31,639		$	23,587			$	7,272		$	6,038

Non-cash activity:
- On January 1, 2011, GAMCO Investors, Inc. was no longer deemed to have control over a certain partnership which
resulted in the deconsolidation of that partnership and decreases of approximately $1,251 of cash and cash
equivalents, $2,852 of net assets and $4,103 of noncontrolling interests.
- For the nine months ended September 30, 2012 and September 30, 2011, the Company accrued restricted stock
award dividends of $203 and $27, respectively.
- For the three months ended March 31, 2013 and March 31, 2012, the Company accrued dividends on restricted								- For the three months ended March 31, 2013 and March 31, 2012, the Company accrued dividends on restricted
stock awards of $0 and $13, respectively.
See accompanying notes.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2012~~March 31, 2013

(Unaudited)

A. Significant Accounting Policies

Basis of Presentation

Unless we have indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” “GAMCO,” “the Company,” “GBL,” “we,” “us” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors and its subsidiaries.

The unaudited interim condensed consolidated financial statements of GAMCO included herein have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP in the United States for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position, results of operations and cash flows of GAMCO for the interim periods presented and are not necessarily indicative of a full year’s results.

The condensed consolidated financial statements include the accounts of GAMCO and its ~~subsidiaries, including our new broker-dealer, G.distributors, LLC, a wholly-owned subsidiary of GAMCO, which became the distributor for the Gabelli/GAMCO family of funds on August 1, 2011.~~subsidiaries. Intercompany accounts and transactions are eliminated.

These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012 from which the accompanying condensed consolidated financial statements were derived.

Beginning with the period ended March 31, 2012 the Company has now separately disclosed the amount of investments in sponsored registered investment companies as a new line item in the condensed consolidated statements of financial condition. These amounts were previously included within investments in securities in the condensed consolidated statements of financial condition.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported on the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Developments

In ~~May~~December 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on fair value measurement which expands existing disclosure requirements for fair value measurements and makes other amendments. The guidance requires, for level 3 fair value measurements, (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) a description of the valuation processes in place, and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs. Additionally, the guidance requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial condition but whose fair value must be disclosed and clarifies that the valuation premise and highest and best use concepts are not relevant to financial assets or liabilities. The guidance is effective for interim and annual periods beginning after December 15, 2011. The Level 3 investments held by the Company are not material, and therefore the adoption of this standard did not have a material impact on the Company.

In June 2011, the FASB issued guidance which revises the manner in which entities present comprehensive income in their financial statements. The new guidance requires entities to report comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used historically, and the second statement would include components of other comprehensive income (“OCI”). The guidance does not change the items that must be reported in OCI. In December 2011, the FASB indefinitely deferred a portion of the guidance that would have required entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which the net income is presented and the statement in which other comprehensive income is presented. The guidance is effective for fiscal years beginning after December 15, 2011, and for interim periods within those fiscal years. The Company adopted the guidance on January 1, 2012 and opted for the two separate but consecutive statements approach. Accordingly, the Company now presents the condensed consolidated statements of comprehensive income immediately following the condensed consolidated statements of income.

~~In December 2011, the FASB~~ issued guidance which creates new disclosure requirements about the nature of an entity’s right of offset and related arrangements associated with its financial instruments and derivative instruments. In January 2013, the FASB issued guidance which clarifies the scope of the disclosure requirements. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The new disclosures are designed to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. The Company ~~is currently evaluating the impact that the application of~~adopted this guidance ~~will have~~ on ~~its disclosures.~~January 1, 2013 and now presents the disclosures required by this guidance in Note B.

In July 2012, the FASB issued guidance allowing companies to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If a company determines, on the basis of qualitative factors, that the fair value of such asset is not more likely than not impaired, it would not need to calculate the fair value of such asset. However, if a company concludes otherwise, it must calculate the fair value of the asset, compare the value with its carrying amount and record an impairment charge, if any. To perform the qualitative assessment, a company must identify and evaluate events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The ~~application of~~Company adopted this guidance ~~is not expected to be~~on January 1, 2013 without a material impact to the ~~condensed consolidated~~ financial statements.

In February 2013, the FASB issued guidance which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). The guidance is intended to help entities improve the transparency of changes in other comprehensive income (“OCI”) and items reclassified out of AOCI in their financial statements. It does not amend any existing requirements for reporting net income or OCI in the financial statements. The guidance requires entities to disclose additional information about reclassification adjustments, including changes in AOCI balances by component and significant items reclassified out of AOCI. The guidance requires an entity to present information about significant items reclassified out of AOCI by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this guidance on January 1, 2013 and now presents the disclosures required by this guidance in Note B.

B. Investment in Securities

Investments in securities at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 consisted of the following:

	March 31, 2013				December 31, 2012				March 31, 2012
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
	(In thousands)
Trading securities:
Government obligations	$	49,970	$	49,990	$	42,973	$	42,989	$	48,624	$	48,630
Common stocks		119,918		139,503		125,697		138,478		156,206		170,224
Mutual funds		1,073		1,655		1,072		1,484		1,086		1,495
Other investments		315		1,179		328		630		601		571
Total trading securities		171,276		192,327		170,070		183,581		206,517		220,920

Available for sale securities:
Common stocks		14,312		35,225		14,822		33,560		16,158		34,578
Mutual funds		1,014		1,734		1,105		1,702		1,362		2,109
Total available for sale securities		15,326		36,959		15,927		35,262		17,520		36,687

Total investments in securities	$	186,602	$	229,286	$	185,997	$	218,843	$	224,037	$	257,607

September 30, 2012 December 31, 2011 September 30, 2011
Cost Fair Value Cost Fair Value Cost Fair Value
(In thousands)
Trading securities:
  Government obligations $ 28,731 $ 28,742 $ 42,124 $ 42,126 $ 18,698 $ 18,699
  Common stocks 160,027 170,846 153,294 159,314 166,989 160,861
  Mutual funds 1,064 1,461 1,084 1,307 1,081 1,178
  Other investments 382 484 466 399 442 396
Total trading securities 190,204 201,533 196,968 203,146 187,210 181,134

Available for sale securities:
  Common stocks 14,931 32,239 16,487 33,282 16,724 31,903
  Mutual funds 1,105 1,673 1,362 1,905 1,361 1,722
Total available for sale securities 16,036 33,912 17,849 35,187 18,085 33,625

Total investments in securities $ 206,240 $ 235,445 $ 214,817 $ 238,333 $ 205,295 $ 214,759

Securities sold, not yet purchased at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 consisted of the following:

September 30, 2012 December 31, 2011 September 30, 2011
Proceeds Fair Value Proceeds Fair Value Proceeds Fair Value
Trading securities: (In thousands)
Common stocks $ 3,044 $ 3,816 $ 5,271 $ 5,415 $ 7,979 $ 6,743
Other investments - 40 49 73 - -
Total securities sold, not yet purchased $ 3,044 $ 3,856 $ 5,320 $ 5,488 $ 7,979 $ 6,743

	March 31, 2013				December 31, 2012				March 31, 2012
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
Trading securities:	(In thousands)
Common stocks	$	5,163	$	5,650	$	2,593	$	2,867	$	9,016	$	9,553
Other		86		727		184		269		21		104
Total securities sold, not yet purchased	$	5,249	$	6,377	$	2,777	$	3,136	$	9,037	$	9,657

Investments in sponsored registered investment companies at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 consisted of the following:

	September 30, 2012				December 31, 2011				September 30, 2011				March 31, 2013				December 31, 2012				March 31, 2012
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
	(In thousands)												(In thousands)
Trading securities:
Mutual funds	$	19	$	24	$	15	$	18	$	15	$	24	$	19	$	17	$	19	$	20	$	15	$	17
Total trading securities		19		24		15		18		15		24		19		17		19		20		15		17

Available for sale securities:
Closed-end funds		36,721		60,731		37,104		55,855		38,116		52,156		31,014		60,895		35,868		58,511		36,546		58,721
Mutual funds		2,080		3,468		2,213		3,341		2,241		3,384		2,047		3,382		2,055		3,341		2,204		3,567
Total available for sale securities		38,801		64,199		39,317		59,196		40,357		55,540		33,061		64,277		37,923		61,852		38,750		62,288

Total investments in sponsored
registered investment companies	$	38,820	$	64,223	$	39,332	$	59,214	$	40,372	$	55,564	$	33,080	$	64,294	$	37,942	$	61,872	$	38,765	$	62,305

Management determines the appropriate classification of debt and equity securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investments in United States Treasury Bills and Notes with maturities of greater than three months at the time of purchase are classified as investments in securities, and those with maturities of three months or less at the time of purchase are classified as cash equivalents. A substantial portion of investments in securities is held for resale in anticipation of short-term market movements and therefore is classified as trading securities. Trading securities are stated at fair value, with any unrealized gains or losses reported in current period earnings. Available for sale (“AFS”) investments are stated at fair value, with any unrealized gains or losses, net of taxes, reported as a component of equity except for losses deemed to be other than temporary which are recorded as unrealized losses in the condensed consolidated statements of income.

The following table identifies all reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2013 (in thousands):

Amount			Affected Line Item in	Reason for
Reclassified			in the Statements	Reclassification
from AOCI			Of Income	from AOCI

$	597		Net gain from investments	Realized gain / (loss) on sale of securities
	150		Other operating expenses	Donation of securities
$	747		Income before income taxes
	(276	)	Income tax provision
$	471		Net income

The Company recognizes all derivatives as either assets or liabilities measured at fair value and includes them in either investments in securities or securities sold, not yet purchased on the condensed consolidated statements of financial condition. From time to time, the Company and/or the partnerships and offshore funds that the Company consolidates will enter into hedging transactions to manage their exposure to foreign currencies and equity prices related to their proprietary investments. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, the Company had ~~derivative~~ transactions in equity derivatives which resulted in net ~~losses~~gains of ~~$411,000~~$281,000 and net losses of ~~$425,000,~~$29,000, respectively. ~~For the three and nine months ended September 30, 2011, the Company had no derivative transactions.~~ At ~~September 30, 2011, the Company did not hold any derivatives. At September 30,~~March 31, 2013, December 31, 2012 and ~~December~~March 31, ~~2011,~~2012, we held derivative contracts on ~~1.1~~222,000 equity shares, 1.2 million equity shares and ~~142,000~~1.0 million equity shares, respectively, and the fair value was ~~($6,000)~~$61,000, $(121,000) and ~~$24,000,~~$105,000, respectively; these are included in investments in securities in the condensed consolidated statements of financial condition. These transactions are not designated as hedges for accounting purposes, and therefore changes in fair values of these derivatives are included in net gain/(loss) from investments in the condensed consolidated statements of income.

The Company is a party to enforceable master netting arrangements for swaps entered into as part of the investment strategy of the Company’s proprietary portfolio. They are typically not used as hedging instruments. These swaps, while settled on a net basis with the counterparties, major U.S. financial institutions, are shown gross in assets and liabilities on the consolidated statements of financial position. The swaps have a firm contract end date and are closed out and settled when each contract expires.

							Gross Amounts Not Offset in the
							Statements of Financial Position
	Gross		Gross Amounts		Net Amounts of
	Amounts of		Offset in the		Assets Presented
	Recognized		Statements of		in the Statements		Financial			Cash Collateral
	Assets		Financial Position		of Financial Position		Instruments			Received		Net Amount
Swaps:	(In thousands)
March 31, 2013	$	788	$	-	$	788	$	(703	)	$	-	$	85
December 31, 2012		148		-		148		(132	)		-		16
March 31, 2012	$	-	$	-	$	-	$	-		$	-	$	-

							Gross Amounts Not Offset in the
							Statements of Financial Position
	Gross		Gross Amounts		Net Amounts of
	Amounts of		Offset in the		Liabilities Presented
	Recognized		Statements of		in the Statements		Financial			Cash Collateral
	Liabilities		Financial Position		of Financial Position		Instruments			Received		Net Amount
Swaps:	(In thousands)
March 31, 2013	$	703	$	-	$	703	$	(703	)	$	-	$	-
December 31, 2012		132		-		132		(132	)		-		-
March 31, 2012	$	-	$	-	$	-	$	-		$	-	$	-

The following is a summary of the cost, gross unrealized gains, gross unrealized losses and fair value of available for sale investments as of ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011:~~March 31, 2012:

	March 31, 2013
			Gross		Gross
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
Common stocks	$	14,312	$	20,913	$	-		$	35,225
Closed-end Funds		31,014		29,884		(3	)		60,895
Mutual funds		3,061		2,055		-			5,116
Total available for sale securities	$	48,387	$	52,852	$	(3	)	$	101,236

	December 31, 2012
			Gross		Gross
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
Common stocks	$	14,822	$	18,738	$	-		$	33,560
Closed-end Funds		35,868		22,645		(2	)		58,511
Mutual funds		3,160		1,883		-			5,043
Total available for sale securities	$	53,850	$	43,266	$	(2	)	$	97,114

	March 31, 2012
			Gross		Gross
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
Common stocks	$	16,158	$	18,420	$	-		$	34,578
Closed-end Funds		36,546		22,189		(14	)		58,721
Mutual funds		3,566		2,110		-			5,676
Total available for sale securities	$	56,270	$	42,719	$	(14	)	$	98,975

September 30, 2012
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
(In thousands)
Common stocks $ 14,931 $ 17,308 $ - $ 32,239
Closed-end Funds 36,721 24,010 - 60,731
Mutual funds 3,185 1,956 - 5,141
Total available for sale securities $ 54,837 $ 43,274 $ - $ 98,111

December 31, 2011
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
(In thousands)
Common stocks $ 16,487 $ 16,795 $ - $ 33,282
Closed-end Funds 37,104 18,779 (28 ) 55,855
Mutual funds 3,575 1,671 - 5,246
Total available for sale securities $ 57,166 $ 37,245 $ (28 ) $ 94,383

September 30, 2011
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
(In thousands)
Common stocks $ 16,724 $ 15,179 $ - $ 31,903
Closed-end Funds 38,116 14,040 - 52,156
Mutual funds 3,602 1,504 - 5,106
Total available for sale securities $ 58,442 $ 30,723 $ - $ 89,165

Unrealized changes toin fair value, net of taxes, for the three months ended ~~September 30,~~March 31, 2013 and March 31, 2012 of $6.0 million and ~~September 30, 2011 of $2.9~~$3.5 million in gains, ~~and $7.9 million in losses,~~ respectively, have been included in other comprehensive income, a component of equity, at ~~September 30, 2012~~March 31, 2013 and ~~September 30, 2011.~~March 31, 2012. Return of capital on available for sale securities was ~~$0.8~~$0.6 million and ~~$0.5~~$0.6 million for the three months ended ~~September 30,~~March 31, 2013 and March 31, 2012, ~~and September 30, 2011,~~ respectively. Proceeds from sales of investments available for sale were approximately ~~$2.3~~$5.3 million and $0.5 million for the three months ended ~~September 30, 2012. There were no sales of investments available for sale for the three months ended September 30, 2011.~~March 31, 2013 and March 31, 2012, respectively. For the three months ended ~~September 30,~~March 31, 2013 and March 31, 2012, gross gains on the sale of investments available for sale amounted to ~~$1.1~~$0.6 million and $0.3 million, respectively, and were ~~reclassed~~reclassified from other comprehensive income into net gain from investments in the condensed consolidated statements of income. There were no losses on the sale of investments available for sale for the three months ended ~~September 30,~~March 31, 2013 or March 31, 2012. Unrealized changes to fair value, net of taxes, for the nine months ended September 30, 2012 and September 30, 2011 of $3.8 million in gains and $7.0 million in losses, respectively, have been included in other comprehensive income, a component of equity, at September 30, 2012 and September 30, 2011. Return of capital on available for sale securities was $1.7 million and $1.3 million for the nine months ended September 30, 2012 and September 30, 2011, respectively. Proceeds from sales of investments available for sale were approximately $3.1 million and $5.7 million for the nine month periods ended September 30, 2012 and September 30, 2011, respectively. For the nine months ended September 30, 2012 and September 30, 2011, gross gains on the sale of investments available for sale amounted to $1.5 million and $0.6 million, respectively, and were reclassed from other comprehensive income into the condensed consolidated statements of income. There were no losses on the sale of investments available for sale for the nine months ended September 30, 2012 or September 30, 2011. The basis on which the cost of a security sold is determined is specific identification.

Investments classified as available for sale that are in an unrealized loss position for which other-than-temporary impairment has not been recognized consisted of the following:

September 30, 2012 December 31, 2011 September 30, 2011
Unrealized Unrealized Unrealized
Cost Losses Fair Value Cost Losses Fair Value Cost Losses Fair Value
(in thousands)
Mutual Funds $ - $ - $ - $ 101 $ (28 ) $ 73 $ 100 $ (21 ) $ 79

	March 31, 2013							December 31, 2012							March 31, 2012
			Unrealized							Unrealized							Unrealized
	Cost		Losses			Fair Value		Cost		Losses			Fair Value		Cost		Losses			Fair Value
(in thousands)
Mutual Funds	$	216	$	(3	)	$	213	$	73	$	(2	)	$	71	$	97	$	(14	)	$	83

At December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, there was one holding in a loss position which was not deemed to be other-than-temporarily impaired due to the length of time that it had been in a loss position and because it passed scrutiny in our evaluation of issuer-specific and industry-specific considerations. In this specific instance, the investment at December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 was a closed-end fund with diversified holdings across multiple companies and across multiple industries. The one holding was impaired for ~~seven~~one and ~~four~~ten consecutive months at December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, respectively. The value of this holding at both December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 was $0.1 million.

At ~~September 30, 2012,~~March 31, 2013, there were ~~no available for sale~~two holdings in loss ~~positions.~~positions which were not deemed to be other-than-temporarily impaired due to the length of time that they had been in a loss position and because they passed scrutiny in our evaluation of issuer-specific and industry-specific considerations. In this specific instance, the investments at March 31, 2013 were closed-end funds with diversified holdings across multiple companies and across multiple industries. Both holdings were impaired for two consecutive months at March 31, 2013. The value of these holding at March 31, 2013 was $0.2 million.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2013 and 2012, there ~~was $20,000 of~~were no losses on available for sale securities deemed to be other than temporary.

C. Fair Value

The following tables present information about the Company’s assets and liabilities by major categories measured at fair value on a recurring basis as of March 31, 2013, December 31, 2012 and March 31, 2012 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2013 (in thousands)

	Quoted Prices in Active		Significant Other		Significant		Balance as of
	Markets for Identical		Observable		Unobservable		March 31,
Assets	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		2013
Cash equivalents	$	272,653	$	-	$	-	$	272,653
Investments in partnerships		-		23,772		-		23,772
Investments in securities:
AFS - Common stocks		35,225		-		-		35,225
AFS - Mutual funds		1,734		-		-		1,734
Trading - Gov't obligations		49,990		-		-		49,990
Trading - Common stocks		138,829		7		667		139,503
Trading - Mutual funds		1,655		-		-		1,655
Trading - Other		92		788		299		1,179
Total investments in securities		227,525		795		966		229,286
Investments in sponsored registered investment companies:
AFS - Closed-end Funds		60,895		-		-		60,895
AFS - Mutual Funds		3,382		-		-		3,382
Trading - Mutual funds		17		-		-		17
Total investments in sponsored
registered investment companies		64,294		-		-		64,294
Total investments		291,819		24,567		966		317,352
Total assets at fair value	$	564,472	$	24,567	$	966	$	590,005
Liabilities
Trading - Common stocks	$	5,650	$	-	$	-	$	5,650
Trading - Other		-		727		-		727
Securities sold, not yet purchased	$	5,650	$	727	$	-	$	6,377

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2012 (in thousands)

	Quoted Prices in Active		Significant Other		Significant		Balance as of
	Markets for Identical		Observable		Unobservable		December 31,
Assets	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		2012
Cash equivalents	$	190,475	$	-	$	-	$	190,475
Investments in partnerships		-		26,128		-		26,128
Investments in securities:
AFS - Common stocks		33,560		-		-		33,560
AFS - Mutual funds		1,702		-		-		1,702
Trading - Gov't obligations		42,989		-		-		42,989
Trading - Common stocks		137,796		7		675		138,478
Trading - Mutual funds		1,484		-		-		1,484
Trading - Other		120		148		362		630
Total investments in securities		217,651		155		1,037		218,843
Investments in sponsored registered investment companies:
AFS - Closed-end Funds		58,511		-		-		58,511
AFS - Mutual Funds		3,341		-		-		3,341
Trading - Mutual funds		20		-		-		20
Total investments in sponsored
registered investment companies		61,872		-		-		61,872
Total investments		279,523		26,283		1,037		306,843
Total assets at fair value	$	469,998	$	26,283	$	1,037	$	497,318
Liabilities
Trading - Common stocks	$	2,867	$	-	$	-	$	2,867
Trading - Other		-		269		-		269
Securities sold, not yet purchased	$	2,867	$	269	$	-	$	3,136

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2012 (in thousands)

	Quoted Prices in Active		Significant Other		Significant		Balance as of
	Markets for Identical		Observable		Unobservable		March 31,
Assets	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		2012
Cash equivalents	$	324,333	$	-	$	-	$	324,333
Investments in partnerships		-		23,166		-		23,166
Investments in securities:
AFS - Common stocks		34,578		-		-		34,578
AFS - Mutual funds		2,109		-		-		2,109
Trading - Gov't obligations		48,630		-		-		48,630
Trading - Common stocks		169,463		114		647		170,224
Trading - Mutual funds		1,495		-		-		1,495
Trading - Other		293		-		278		571
Total investments in securities		256,568		114		925		257,607
Investments in sponsored registered investment companies:
AFS - Closed-end Funds		58,721		-		-		58,721
AFS - Mutual Funds		3,567		-		-		3,567
Trading - Mutual funds		17		-		-		17
Total investments in sponsored
registered investment companies		62,305		-		-		62,305
Total investments		318,873		23,280		925		343,078
Total assets at fair value	$	643,206	$	23,280	$	925	$	667,411
Liabilities
Trading - Common stocks	$	9,553	$	-	$	-	$	9,553
Trading - Other		-		104		-		104
Securities sold, not yet purchased	$	9,553	$	104	$	-	$	9,657

The following tables present additional information about assets by major categories measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended March 31, 2013 (in thousands)

								Total
								Unrealized
								Gains or		Total
			Total Realized and					(Losses)		Realized
	December		Unrealized Gains or					Included in		and								Transfers
	31, 2012		(Losses) in Income					Other		Unrealized								In and/or
	Beginning					AFS		Comprehensive		Gains or								(Out) of		Ending
Asset	Balance		Trading			Investments		Income		(Losses)			Purchases		Sales			Level 3		Balance
Financial
instruments owned:
Trading - Common
stocks	$	675	$	(8	)	$	-	$	-	$	(8	)	$	-	$	-		$	-	$	667
Trading - Other		362		1			-		-		1			-		(64	)		-		299
Total	$	1,037	$	(7	)	$	-	$	-	$	(7	)	$	-	$	(64	)	$	-	$	966

There were no transfers between any Levels during the three months ended March 31, 2013.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended March 31, 2012 (in thousands)

								Total
								Unrealized
								Gains or		Total
			Total Realized and					(Losses)		Realized
	December		Unrealized Gains or					Included in		and								Transfers
	31, 2011		(Losses) in Income					Other		Unrealized								In and/or
	Beginning					AFS		Comprehensive		Gains or								(Out) of		Ending
Asset	Balance		Trading			Investments		Income		(Losses)			Purchases		Sales			Level 3		Balance
Financial
instruments owned:
Trading - Common
stocks	$	670	$	-		$	-	$	-	$	-		$	57	$	(80	)	$	-	$	647
Trading - Other		284		(2	)		-		-		(2	)		4		(8	)		-		278
Total	$	954	$	(2	)	$	-	$	-	$	(2	)	$	61	$	(88	)	$	-	$	925

There were no transfers between any Levels during the three months ended March 31, 2012.

D. Investments in Partnerships, Offshore Funds and Variable Interest Entities (“VIEs”)

The Company is general partner or co-general partner of various ~~sponsored limited partnerships and the investment manager of various sponsored offshore funds,~~affiliated entities in which the Company has investments totaling ~~$88.3~~$80.8 million, $83.9 million and $86.9 million ~~and $80.2 million~~ at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, respectively, and whose underlying assets consist primarily of marketable securities (the “affiliated entities”). We also have investments in unaffiliated ~~partnerships, offshore funds and other~~ entities of ~~$14.3~~$13.5 million, ~~$14.0~~$13.6 million and ~~$18.1~~$14.8 million at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, respectively (the “unaffiliated entities”). We evaluate each entity for the appropriate accounting treatment and disclosure. Certain of the affiliated entities, and none of the unaffiliated entities, are consolidated. ~~In addition,~~

For those entities where consolidation is not deemed to be appropriate, we report them in our statement of financial condition under the caption “Investments in partnerships”. This caption includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting, as well as certain investments that the feeder funds hold that are carried at fair value, as described in Note D.C. The Company reflects the equity in earnings of these equity method investees and the change in fair value of the consolidated feeder funds (“CFFs”) under the caption “Net ~~gain/(loss)~~gain from investments” on the condensed consolidated statements of income.

The following table highlights the number of entities, including voting interest entities (“VOEs”), that we consolidate as well as under which accounting guidance they are consolidated, including ~~consolidated feeder funds (“CFFs”),~~CFFs, which retain their specialized investment company accounting, partnerships and offshore funds.

Entities consolidated
CFFs Partnerships Offshore Funds Total
VIEs VOEs VIEs VOEs VIEs VOEs VIEs VOEs
Entities consolidated at December 31, 2010 1 2 - 2 1 - 2 4
Additional consolidated entities - - - - - 1 - 1
Deconsolidated entities - - - (1 ) - - - (1 )
Entities consolidated at September 30, 2011 1 2 - 1 1 1 2 4
Additional consolidated entities - - - - - - - -
Deconsolidated entities - - - - (1 ) - (1 ) -
Entities consolidated at December 31, 2011 1 2 - 1 - 1 1 4
Additional consolidated entities - - - - - - - -
Deconsolidated entities - - - - - - - -
Entities consolidated at September 30, 2012 1 2 - 1 - 1 1 4

Entities consolidated
	CFFs				Partnerships				Offshore Funds				Total
	VIEs		VOEs		VIEs		VOEs		VIEs		VOEs		VIEs		VOEs
Entities consolidated at December 31, 2011		1		2		-		1		-		1		1		4
Additional consolidated entities		-		-		-		-		-		-		-		-
Deconsolidated entities		-		-		-		-		-		-		-		-
Entities consolidated at March 31, 2012		1		2		-		1		-		1		1		4
Additional consolidated entities		-		-		-		-		-		-		-		-
Deconsolidated entities		-		-		-		-		-		-		-		-
Entities consolidated at December 31, 2012		1		2		-		1		-		1		1		4
Additional consolidated entities		-		-		-		-		-		-		-		-
Deconsolidated entities		-		-		-		-		-		-		-		-
Entities consolidated at March 31, 2013		1		2		-		1		-		1		1		4

At and for the three months ended March 31, 2013 and 2012 and at December 31, 2012, the one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the three months ended March 31, 2013 and 2012 and at December 31, 2012, the two CFF VOEs, the one Partnership VOE and the one Offshore Fund VOE are consolidated because the unaffiliated partners or shareholders lack substantive rights, and the Company, as either the general partner or investment manager, is deemed to have control.

The following table breaks down the investments in partnerships line by accounting method, either fair value or equity method, and investment type.

	March 31, 2013
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	23,772	$	-	$	-	$	-	$	-	$	23,772
Equity Method		-		27,477		29,551		6,427		7,033		70,488

Total	$	23,772	$	27,477	$	29,551	$	6,427	$	7,033	$	94,260

	December 31, 2012
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	26,128	$	-	$	-	$	-	$	-	$	26,128
Equity Method		-		28,158		29,679		6,505		7,079		71,421

Total	$	26,128	$	28,158	$	29,679	$	6,505	$	7,079	$	97,549

	March 31, 2012
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	23,166	$	-	$	-	$	-	$	-	$	23,166
Equity Method		-		33,374		30,398		7,776		6,971		78,519

Total	$	23,166	$	33,374	$	30,398	$	7,776	$	6,971	$	101,685

1418

On January 1, 2011, upon analysis of several factors, including the additional contribution of capital from unrelated third parties into a partnership that we consolidated for the year ended and as of December 31, 2010, we determined that the Company was no longer deemed to control one particular partnership, resulting in the deconsolidation of this partnership, effective January 1, 2011. The deconsolidation did not result in the recognition of any gain or loss. The Company continues to serve as the general partner and earn fees for this role, and it also maintains an investment in the deconsolidated partnership which is included in investments in partnerships on the condensed consolidated statements of financial condition and is accounted for under the equity method (which approximates fair value).

The following table includes the net impact by line item on the condensed consolidated statements of financial condition for each category of entity consolidated (in thousands):

	September 30, 2012													March 31, 2013
	Prior to													Prior to
	Consolidation		CFFs			Partnerships			Offshore Funds			As Reported		Consolidation			CFFs			Partnerships			Offshore Funds			As Reported		��
Assets
Cash and cash equivalents	$	287,806	$	-		$	879		$	-		$	288,685	$	272,454		$	534		$	365		$	-		$	273,353
Investments in securities		222,489		-			6,908			6,048			235,445		214,627			-			7,733			6,926			229,286
Investments in sponsored registered investment companies		64,223		-			-			-			64,223
Investments in sponsored investment companies															64,278			-			16			-			64,294
Investments in partnerships		109,801		1,540			(8,737	)		-			102,604		99,500			3,423			(8,663	)		-			94,260
Receivable from brokers		27,597		-			1,255			26,307			55,159		30,569			-			866			13,148			44,583
Investment advisory fees receivable		29,182		6			(1	)		-			29,187		29,717			(6	)		(2	)		(85	)		29,624
Other assets		23,047		9			-			212			23,268		26,136			(1,000	)		-			93			25,229
Total assets	$	764,145	$	1,555		$	304		$	32,567		$	798,571	$	737,281		$	2,951		$	315		$	20,082		$	760,629
Liabilities and equity
Securities sold, not yet purchased	$	3,879	$	-		$	-		$	(23	)	$	3,856	$	5,864		$	-		$	-		$	513		$	6,377
Accrued expenses and other liabilities		100,774		68			30			14,123			114,995		118,401			614			34			5,772			124,821
Total debt		216,118		-			-			-			216,118		216,688			-			-			-			216,688
Redeemable noncontrolling interests		-		1,487			274			18,467			20,228		(1	)		2,337			281			13,797			16,414
Total equity		443,374		-			-			-			443,374		396,329			-			-			-			396,329
Total liabilities and equity	$	764,145	$	1,555		$	304		$	32,567		$	798,571	$	737,281		$	2,951		$	315		$	20,082		$	760,629

	December 31, 2011													December 31, 2012
	Prior to													Prior to
	Consolidation		CFFs			Partnerships			Offshore Funds			As Reported		Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Assets
Cash and cash equivalents	$	259,531	$	15,000		$	1,809		$	-		$	276,340	$	189,743		$	-		$	865		$	-		$	190,608
Investments in securities		225,599		-			6,211			6,523			238,333		213,639			-			6,944			(1,740	)		218,843
Investments in sponsored registered investment companies		59,197		-			17			-			59,214
Investments in sponsored investment companies															61,852			-			20			-			61,872
Investments in partnerships		107,981		933			(8,021	)		-			100,893		100,164			5,388			(8,003	)		-			97,549
Receivable from brokers		17,593		-			270			3,050			20,913		25,972			-			1,480			23,203			50,655
Investment advisory fees receivable		32,157		1			(2	)		-			32,156		42,425			9			(5	)		-			42,429
Other assets		43,889		(14,989	)		-			-			28,900		32,673			(2,986	)		(1,000	)		90			28,777
Total assets	$	745,947	$	945		$	284		$	9,573		$	756,749	$	666,468		$	2,411		$	301		$	21,553		$	690,733
Liabilities and equity
Securities sold, not yet purchased	$	5,488	$	-		$	-		$	-		$	5,488	$	3,033		$	-		$	-		$	103		$	3,136
Accrued expenses and other liabilities		69,929		51			28			4,652			74,660		76,135			384			21			6,395			82,935
Total debt		263,119		-			-			-			263,119		216,366			-			-			-			216,366
Redeemable noncontrolling interests		-		894			256			4,921			6,071		-			2,027			280			15,055			17,362
Total equity		407,411		-			-			-			407,411		370,934			-			-			-			370,934
Total liabilities and equity	$	745,947	$	945		$	284		$	9,573		$	756,749	$	666,468		$	2,411		$	301		$	21,553		$	690,733

	September 30, 2011													March 31, 2012
	Prior to													Prior to
	Consolidation		CFFs			Partnerships			Offshore Funds			As Reported		Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Assets
Cash and cash equivalents	$	333,230	$	-		$	2,175		$	251		$	335,656	$	322,523		$	-		$	2,107		$	-		$	324,630
Investments in securities		164,916		-			5,616			44,227			214,759		236,387			-			6,503			14,717			257,607
Investments in sponsored registered investment companies		55,540		-			24			-			55,564
Investments in sponsored investment companies															62,289			-			16			-			62,305
Investments in partnerships		158,432		1,007			(7,703	)		(53,450	)		98,286		109,136			990			(8,441	)		-			101,685
Receivable from brokers		16,846		-			158			50,060			67,064		18,400			-			121			10,777			29,298
Investment advisory fees receivable		23,524		12			(1	)		(84	)		23,451		27,189			5			(1	)		-			27,193
Other assets		26,029		11			-			70			26,110		23,691			16			-			-			23,707
Total assets	$	778,517	$	1,030		$	269		$	41,074		$	820,890	$	799,615		$	1,011		$	305		$	25,494		$	826,425
Liabilities and equity
Securities sold, not yet purchased	$	2,957	$	-		$	-		$	3,786		$	6,743	$	9,633		$	-		$	-		$	24		$	9,657
Accrued expenses and other liabilities		105,887		109			35			393			106,424		101,149			59			38			9,861			111,107
Total debt		261,973		-			-			-			261,973		264,300			-			-			-			264,300
Redeemable noncontrolling interests		-		921			234			36,895			38,050		-			952			267			15,609			16,828
Total equity		407,700		-			-			-			407,700		424,533			-			-			-			424,533
Total liabilities and equity	$	778,517	$	1,030		$	269		$	41,074		$	820,890	$	799,615		$	1,011		$	305		$	25,494		$	826,425

1519

The following table includes the net impact by line item on the condensed consolidated statements of income for each category of entity consolidated (in thousands):

	Three Months Ended March 31, 2013
	Prior to
	Consolidation		CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	86,456	$	(6	)	$	(1	)	$	(268	)	$	86,181
Total expenses		55,215		53			10			176			55,454
Operating income		31,241		(59	)		(11	)		(444	)		30,727
Total other income, net		4,502		110			15			521			5,148
Income before income taxes		35,743		51			4			77			35,875
Income tax provision		13,195		-			-			-			13,195
Net income		22,548		51			4			77			22,680
Net income attributable to noncontrolling interests		3		51			4			77			135
Net income attributable to GAMCO	$	22,545	$	-		$	-		$	-		$	22,545

	Three Months Ended March 31, 2012
	Prior to
	Consolidation		CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	82,579	$	(1	)	$	(1	)	$	(828	)	$	81,749
Total expenses		54,521		23			11			182			54,737
Operating income		28,058		(24	)		(12	)		(1,010	)		27,012
Total other income, net		9,544		85			23			1,058			10,710
Income before income taxes		37,602		61			11			48			37,722
Income tax provision		13,756		-			-			-			13,756
Net income		23,846		61			11			48			23,966
Net income attributable to noncontrolling interests		10		61			11			48			130
Net income attributable to GAMCO	$	23,836	$	-		$	-		$	-		$	23,836

Three Months Ended September 30, 2012
Prior to
Consolidation CFFs Partnerships Offshore Funds As Reported
Total revenues $ 82,489 $ (2 ) $ (1 ) $ (255 ) $ 82,231
Total expenses 52,976 28 11 204 53,219
Operating income 29,513 (30 ) (12 ) (459 ) 29,012
Total other income (expense), net (2,032 ) 78 34 474 (1,446 )
Income before income taxes 27,481 48 22 15 27,566
Income tax provision 8,467 - - - 8,467
Net income 19,014 48 22 15 19,099
Net loss attributable to noncontrolling interests 10 48 22 15 95
Net income attributable to GAMCO $ 19,004 $ - $ - $ - $ 19,004

Three Months Ended September 30, 2011
Prior to
Consolidation CFFs Partnerships Offshore Funds As Reported
Total revenues $ 80,237 $ (1 ) $ (1 ) $ (84 ) $ 80,151
Total expenses 49,463 38 7 (18 ) 49,490
Operating income 30,774 (39 ) (8 ) (66 ) 30,661
Total other income (expense), net (18,299 ) (109 ) 66 (405 ) (18,747 )
Income before income taxes 12,475 (148 ) 58 (471 ) 11,914
Income tax provision 4,745 - - - 4,745
Net income 7,730 (148 ) 58 (471 ) 7,169
Net income/(loss) attributable to noncontrolling interests 31 (148 ) 58 (471 ) (530 )
Net income attributable to GAMCO $ 7,699 $ - $ - $ - $ 7,699

Nine Months Ended September 30, 2012
Prior to
Consolidation CFFs Partnerships Offshore Funds As Reported
Total revenues $ 245,771 $ (4 ) $ (2 ) $ (761 ) $ 245,004
Total expenses 158,146 76 30 361 158,613
Operating income 87,625 (80 ) (32 ) (1,122 ) 86,391
Total other income, net 1,151 175 51 1,069 2,446
Income before income taxes 88,776 95 19 (53 ) 88,837
Income tax provision 30,909 - - - 30,909
Net income 57,867 95 19 (53 ) 57,928
Net income/(loss) attributable to noncontrolling interests (78 ) 95 19 (53 ) (17 )
Net income attributable to GAMCO $ 57,945 $ - $ - $ - $ 57,945

Nine Months Ended September 30, 2011
Prior to
Consolidation CFFs Partnerships Offshore Funds As Reported
Total revenues $ 242,357 $ (5 ) $ (2 ) $ (213 ) $ 242,137
Total expenses 159,869 97 30 223 160,219
Operating income 82,488 (102 ) (32 ) (436 ) 81,918
Total other income (expense), net (9,400 ) 70 2 517 (8,811 )
Income before income taxes 73,088 (32 ) (30 ) 81 73,107
Income tax provision 26,978 - - - 26,978
Net income 46,110 (32 ) (30 ) 81 46,129
Net income/(loss) attributable to noncontrolling interests 121 (32 ) (30 ) 81 140
Net income attributable to GAMCO $ 45,989 $ - $ - $ - $ 45,989

Variable Interest Entities

We ~~also have sponsored~~sponsor a number of investment vehicles where we are the general partner or investment manager. ~~These~~Certain of these vehicles are VIEs, ~~and~~but we are not the primary beneficiary, in all but one case, because we do not absorb a majority of the entities’ expected losses or expected ~~returns.~~returns, and they are, therefore, not consolidated. We consolidate the one VIE where we are the primary beneficiary. The Company has not provided any financial or other support to ~~these entities.~~those VIEs where we are not the primary beneficiary. The total net assets of these ~~entities~~non-consolidated VIEs at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011~~March 31, 2012 were ~~$78.6~~$77.8 million, ~~$73.7~~$75.0 million and ~~$29.5~~$74.5 million, respectively. Our maximum exposure to loss as a result of our involvement with the VIEs is limited to the investment in one VIE and the deferred carried interest that we have in another. On ~~September 30,~~March 31, 2013, December 31, 2012 and ~~December~~March 31, ~~2011,~~2012, we had an investment in one of the VIE offshore funds of approximately ~~$8.2~~$8.3 million, $7.7 million and ~~$5.0~~$8.2 million, respectively, which was included in investments in partnerships on the condensed consolidated statements of financial condition. On ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, we had a deferred carried interest in one of the VIE offshore funds of approximately ~~$42,000, $47,000~~$45,000, $45,000 and ~~$47,000,~~$49,000, respectively, which was included in investments in partnerships on the condensed consolidated statements of financial condition. Additionally, as the general partner or investment manager to these VIEs the Company earns fees in relation to these roles, which given a decline in AUMs of the VIEs would result in lower fee revenues earned by the Company which would be reflected on the condensed consolidated ~~statements~~statement of income, condensed consolidated ~~statements~~statement of financial condition and condensed consolidated ~~statements~~statement of cash flows.

Prior to January 1, 2011, we were consolidating two VIEs since we had determined that we were the primary beneficiary of each because we had equity interests and absorbed a majority of each entity’s expected losses; therefore they were consolidated in the financial statements. Effective October 1, 2011, we deconsolidated one of the VIEs upon analysis of several factors, including the redemption of $49.2 million of proprietary capital from this VIE by which, we determined that the Company was no longer deemed to be the primary beneficiary of the VIE. The deconsolidation did not result in the recognition of any gain or loss. The Company has not provided any financial support to these VIEs but does continue to serve as the investment manager and earn fees for this role, and it also maintains an investment in the deconsolidated VIE, which is included in investments in partnerships on the condensed consolidated statements of financial condition and is accounted for under the equity method (which approximates fair value). The assets of these VIEs may only be used to satisfy obligations of the VIEs. The following table presents the balances related to ~~these VIEs~~the VIE that ~~are~~is consolidated and ~~were~~is included on the condensed consolidated statements of financial condition as well as GAMCO’s net interest in ~~these VIEs.~~this VIE. Only one VIE is consolidated at ~~September 30,~~March 31, 2013, December 31, 2012 and ~~December~~March 31, ~~2011 and two are consolidated at September 30, 2011:~~

September 30, December 31, September 30,
2012 2011 2011
(In thousands)
Cash and cash equivalents $ - $ 15,000 $ 251
Investments in securities - - 44,227
Investments in partnerships 23,086 1,433 1,489
Receivable from brokers - - 50,060
Other assets - - 70
Securities sold, not yet purchased - - (3,786 )
Accrued expenses and other liabilities (15 ) (15,006 ) (525 )
Redeemable noncontrolling interests (962 ) (381 ) (37,289 )
GAMCO's net interests in consolidated VIEs $ 22,109 $ 1,046 $ 54,497

~~D. Fair Value~~2012:

All of the instruments within cash and cash equivalents, investments in securities and securities sold, not yet purchased are measured at fair value. Certain investments in partnerships are also measured at fair value.

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with the FASB’s guidance on fair value measurement. The levels of the fair value hierarchy and their applicability to the Company are described below:

-	Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date. Level 1 assets include cash equivalents, government obligations, open-end mutual funds, closed-end funds and equities.
-	Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities that are not active and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly-quoted intervals. Assets that generally are included in this category may include certain limited partnership interests in private funds in which the valuations for substantially all of the investments within the fund are based upon Level 1 or Level 2 inputs and over the counter derivatives that have inputs to the valuations that can generally be corroborated by observable market data.
-	Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Assets included in this category generally include equities that trade infrequently and direct private equity investments held within consolidated partnerships.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Investments are transferred into or out of any level at their beginning period values.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3.

The valuation process and policies reside with the financial reporting and accounting group which reports to the Chief Financial Officer. The Company uses the “market approach” valuation technique to value its investments in Level 3 investments. The Company’s valuation of the Level 3 investments has been based upon either i) the recent sale prices of the issuer’s equity securities or ii) the net assets, book value or cost basis of the issuer when there is no recent sales prices available.

In the absence of a closing price, an average of the bid and ask price is used. Bid prices reflect the highest price that the market is willing to pay for an asset. Ask prices represent the lowest price that the market is willing to accept for an asset.

~~Cash equivalents~~ – Cash equivalents primarily consist of an affiliated money market mutual fund which is invested solely in U.S. Treasuries. U.S. Treasury Bills and Notes with maturities of three months or less at the time of purchase are also considered cash equivalents. Cash equivalents are valued using quoted market prices.

~~Investments in securities and securities sold, not yet purchased~~ – Investments in securities and securities sold, not yet purchased are generally valued based on quoted prices from an exchange. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in Level 1 of the fair value hierarchy. Securities categorized in Level 2 investments are valued using other observable inputs. Nonpublic and infrequently traded investments are included in Level 3 of the fair value hierarchy because significant inputs to measure fair value are unobservable.

~~Investments in Partnerships~~ – The Company’s investments include limited partner investments in consolidated feeder funds. The Company considers the net asset value of the master funds held by the consolidated feeder fund to be the best estimate of fair value. Investments in private funds that are redeemable at the measurement date or within the near term, are categorized in Level 2 of the fair value hierarchy. These funds primarily invest in long and short investments in debt and equity securities that are traded in public and over-the-counter exchanges in the United States and are generally classified as Level 1 assets or liabilities in the master funds’ financial statements. We may redeem our investments in these funds monthly with 30 days’ notice.

The following tables present information about the Company’s assets and liabilities by major categories measured at fair value on a recurring basis as of September 30, 2012, December 31, 2011 and September 30, 2011 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2012 (in thousands)~~

Quoted Prices in Active Significant Other Significant Balance as of
Markets for Identical Observable Unobservable September 30,
Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) 2012
Cash equivalents $ 288,450 $ - $ - $ 288,450
Investments in partnerships - 24,976 - 24,976
Investments in securities:
  AFS - Common stocks 32,239 - - 32,239
  AFS - Mutual funds 1,673 - - 1,673
  Trading - Gov't obligations 28,742 - - 28,742
  Trading - Common stocks 170,159 10 677 170,846
  Trading - Mutual funds 1,461 - - 1,461
  Trading - Other 59 77 348 484
Total investments in securities 234,333 87 1,025 235,445
Investments in sponsored registered investment companies:
  AFS - Closed-end Funds 60,731 - - 60,731
  AFS - Mutual Funds 3,468 - - 3,468
  Trading - Mutual funds 24 - - 24
Total investments in sponsored
  registered investment companies 64,223 - - 64,223
Total investments 298,556 25,063 1,025 324,644
Total assets at fair value $ 587,006 $ 25,063 $ 1,025 $ 613,094
Liabilities
  Trading - Common stocks $ 3,816 $ - $ - $ 3,816
  Trading - Other - 40 - 40
Securities sold, not yet purchased $ 3,816 $ 40 $ - $ 3,856

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2011 (in thousands)~~

Quoted Prices in Active Significant Other Significant Balance as of
Markets for Identical Observable Unobservable December 31,
Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) 2011
Cash equivalents $ 260,969 $ - $ - $ 260,969
Investments in partnerships - 27,122 - 27,122
Investments in securities:
  AFS - Common stocks 33,282 - - 33,282
  AFS - Mutual funds 1,905 - - 1,905
  Trading - Gov't obligations 42,126 - - 42,126
  Trading - Common stocks 158,623 21 670 159,314
  Trading - Mutual funds 1,307 - - 1,307
  Trading - Other 55 60 284 399
Total investments in securities 237,298 81 954 238,333
Investments in sponsored registered investment companies:
  AFS - Closed-end Funds 55,855 - - 55,855
  AFS - Mutual Funds 3,341 - - 3,341
  Trading - Mutual funds 18 - - 18
Total investments in sponsored
  registered investment companies 59,214 - - 59,214
Total investments 296,512 27,203 954 324,669
Total assets at fair value $ 557,481 $ 27,203 $ 954 $ 585,638
Liabilities
  Trading - Common stocks $ 5,415 $ - $ - $ 5,415
  Trading - Other - 73 - 73
Securities sold, not yet purchased $ 5,415 $ 73 $ - $ 5,488

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2011 (in thousands)~~

Quoted Prices in Active Significant Other Significant Balance as of
Markets for Identical Observable Unobservable September 30,
Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) 2011
Cash equivalents $ 335,098 $ - $ - $ 335,098
Investments in partnerships - 27,071 - 27,071
Investments in securities:
  AFS - Common stocks 31,903 - - 31,903
  AFS - Mutual funds 1,722 - - 1,722
  Trading - Gov't obligations 18,699 - - 18,699
  Trading - Common stocks 160,259 8 594 160,861
  Trading - Mutual funds 1,178 - - 1,178
  Trading - Other 38 - 358 396
Total investments in securities 213,799 8 952 214,759
Investments in sponsored registered investment companies:
  AFS - Closed-end Funds 52,156 - - 52,156
  AFS - Mutual Funds 3,384 - - 3,384
  Trading - Mutual funds 24 - - 24
Total investments in sponsored
  registered investment companies 55,564 - - 55,564
Total investments 269,363 27,079 952 297,394
Total assets at fair value $ 604,461 $ 27,079 $ 952 $ 632,492
Liabilities
  Trading - Common stocks $ 6,743 $ - $ - $ 6,743
Securities sold, not yet purchased $ 6,743 $ - $ - $ 6,743

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2012 (in thousands)~~

Total
Unrealized
Gains or Total
Total Realized and (Losses) Realized
June Unrealized Gains or Included in and Transfers
30, 2012 (Losses) in Income Other Unrealized In and/or
Beginning AFS Comprehensive Gains or (Out) of Ending
Asset Balance Trading Investments Income (Losses) Purchases Sales Level 3 Balance
Financial
instruments owned:
Trading - Common
stocks $ 671 $ 6 $ - $ - $ 6 $ - $ - $ - $ 677
Trading - Other 351 15 - - 15 - (18 ) - 348
Total $ 1,022 $ 21 $ - $ - $ 21 $ - $ (18 ) $ - $ 1,025

	March 31,			December 31,			March 31,
	2013			2012			2012
(In thousands)
Cash and cash equivalents	$	21		$	-		$	-
Investments in partnerships		15,484			18,507			17,183
Accrued expenses and other liabilities		(1,041	)		(3,010	)		(7	)
Redeemable noncontrolling interests		-			(411	)		(403	)
GAMCO's net interests in consolidated VIE	$	14,464		$	15,086		$	16,773

~~There were no transfers between any Levels during the three months ended September 30, 2012.~~

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis~~E. Income Taxes

The effective tax rate for the ~~Three Months Ended September 30, 2011 (in thousands)~~three months ended March 31, 2013 was 36.8% compared to 36.5% for the prior year three month period.

F. Earnings Per Share

The computations of basic and diluted net income per share are as follows:

Total
Unrealized
Gains or Total
Total Realized and (Losses) Realized
June Unrealized Gains or Included in and Transfers
30, 2011 (Losses) in Income Other Unrealized In and/or
Beginning AFS Comprehensive Gains or (Out) of Ending
Asset Balance Trading Investments Income (Losses) Purchases Sales Level 3 Balance
Financial
instruments owned:
Trading - Common
stocks $ 584 $ 10 $ - $ - $ 10 $ - $ - $ - $ 594
Trading - Other 369 12 - - 12 3 (26 ) - 358
Total $ 953 $ 22 $ - $ - $ 22 $ 3 $ (26 ) $ - $ 952

~~There were no transfers between any Levels during the three months ended September 30, 2011.~~

	Three Months Ended March 31,
(in thousands, except per share amounts)	2013		2012
Basic:
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	22,545	$	23,836
Weighted average shares outstanding		25,742		26,415
Basic net income attributable to GAMCO Investors, Inc.'s
shareholders per share	$	0.88	$	0.90

Diluted:
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	22,545	$	23,836

Weighted average share outstanding		25,742		26,415
Dilutive stock options and restricted stock awards		16		118
Total		25,758		26,533
Diluted net income attributable to GAMCO Investors, Inc.'s
shareholders per share	$	0.88	$	0.90

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine months ended September 30, 2012 (in thousands)~~

Total
Unrealized
Gains or Total
Total Realized and (Losses) Realized
December Unrealized Gains or Included in and Transfers
31, 2011 (Losses) in Income Other Unrealized In and/or
Beginning AFS Comprehensive Gains or (Out) of Ending
Asset Balance Trading Investments Income (Losses) Purchases Sales Level 3 Balance
Financial
instruments owned:
Trading - Common
stocks $ 670 $ 30 $ - $ - $ 30 $ 57 $ (80 ) $ - $ 677
Trading - Other 284 72 - - 72 18 (26 ) - 348
Total $ 954 $ 102 $ - $ - $ 102 $ 75 $ (106 ) $ - $ 1,025

~~There were no transfers between any Levels during the nine months ended September 30, 2012.~~

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine months ended September 30, 2011 (in thousands)~~

Total
Unrealized
Gains or Total
Total Realized and (Losses) Realized
December Unrealized Gains or Included in and Transfers
31, 2010 (Losses) in Income Other Unrealized In and/or
Beginning AFS Comprehensive Gains or (Out) of Ending
Asset Balance Trading Investments Income (Losses) Purchases Sales Level 3 Balance
Financial
instruments owned:
Trading - Common
stocks $ 147 $ 47 $ - $ - $ 47 $ 414 $ (14 ) $ - $ 594
Trading - Other 278 135 - - 135 13 (74 ) 6 358
Total $ 425 $ 182 $ - $ - $ 182 $ 427 $ (88 ) $ 6 $ 952

There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2011. During the nine months ended September 30, 2011, the Company reclassed approximately $6,000 of investments from Level 1 to Level 3. The reclassifications were due to decreased availability of market price quotations and were based on the values at the beginning of the period in which the reclass occurred.

E.G. Debt

Debt consists of the following:

	September 30, 2012				December 31, 2011				September 30, 2011				March 31, 2013				December 31, 2012				March 31, 2012
	Carrying		Fair Value		Carrying		Fair Value		Carrying		Fair Value		Carrying		Fair Value		Carrying		Fair Value		Carrying		Fair Value
	Value		Level 2		Value		Level 2		Value		Level 2		Value		Level 2		Value		Level 2		Value		Level 2
(In thousands)
5.5% Senior notes	$	99,000	$	100,832	$	99,000	$	100,733	$	99,000	$	100,643	$	99,000	$	99,581	$	99,000	$	100,485	$	99,000	$	100,733
5.875% Senior notes		100,000		104,458		100,000		93,070		100,000		96,120		100,000		109,969		100,000		106,250		100,000		104,375
0% Subordinated debentures		17,118		19,612		64,119		58,899		62,973		58,302		17,688		19,635		17,366		19,638		65,300		66,774
Total	$	216,118	$	224,902	$	263,119	$	252,702	$	261,973	$	255,065	$	216,688	$	229,185	$	216,366	$	226,373	$	264,300	$	271,882

5.5% Senior notes

On May 15, 2003, the Company issued 10-year, $100 million senior notes, of which $99 million was outstanding at March 31, 2013, December 31, 2012 and March 31, 2012. The senior notes, due May 15, 2013, pay interest semi-annually at 5.5%.

5.875% Senior notes

On May 31, 2011, the Company issued 10-year, $100 million of senior unsecured notes at par. The net proceeds of $99.1 million were used for working capital and general corporate purposes. The issuance costs of $0.9 million have been capitalized and are being amortized over the term of the debt.notes. The notes mature on June 1, 2021 and bear interest at 5.875% per annum, payable semi-annually on June 1 and December 1 of each year and commenced on December 1, 2011. Upon the occurrence of a change of control triggering event, as defined in the indenture, the Company would be required to offer to repurchase the notes at 101% of their principal amount.

Zero coupon Subordinated debentures due December 31, 2015

On December 31, 2010, the Company issued $86.4 million in par value of five year zero coupon subordinated debentures due December 31, 2015 (“Debentures”) to its shareholders of record on December 15, 2010 through the declaration of a special dividend of $3.20 per share. The Debentures have a par value of $100 and are callable at the option of the Company, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Debentures to be redeemed. During the three ~~months~~month periods ended ~~September 30,~~March 31, 2013 and March 31, 2012, the Company repurchased ~~645,779~~32 Debentures and 229 Debentures, respectively, having a face value of ~~$64.6 million.~~$3,200 and $22,900, respectively. The ~~redemption was~~redemptions were accounted for as ~~an extinguishment~~extinguishments of debt and resulted in a loss of ~~$6.3 million,~~less than $1,000 and a loss of $1,000, respectively, which ~~was~~were included in ~~extinguishment of debt~~net gain from investments on the condensed consolidated statements of income. During the nine months ended September 30, 2012, the Company repurchased 646,008 Debentures having a face value of $64.6 million. The redemption was accounted for as an extinguishment of debt and resulted in a loss of $6.3 million, which was included in extinguishment of debt on the condensed consolidated statements of income. There were no repurchases for the three and nine month periods ended September 30, 2011. The debt is being accreted to its face value using the effective rate on the date of issuance of 7.45%. At ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011,~~March 31, 2012, the debt was recorded at its accreted value of ~~$17.1~~$17.7 million, ~~$64.1~~$17.4 million and ~~$63.0~~$65.3 million, respectively.

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The fair value of the Company’s debt, which is a Level 2 valuation, is estimated based on either quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities or using market standard models. Inputs in these standard models include credit rating, maturity and interest rate.

On May 30, 2012, the Securities and Exchange Commission (“SEC”) declared effective the “shelf” registration statement filed by the Company. The “shelf” provides the Company with the flexibility of issuing any combination of senior and subordinated debt securities, convertible securities and common and preferred securities up to a total amount of $500 million and replaced the existing shelf registration which was due to expire in July 2012. As of ~~September 30, 2012,~~March 31, 2013, $400 million is available on the shelf.

~~F. Income Taxes~~

The effective tax rate for the three months ended September 30, 2012 was 30.7% compared to 39.8% for the prior year three month period. The effective tax rate for the nine months ended September 30, 2012 was 34.8% compared to 36.9% for the prior year nine month period. The third quarter 2012 rate included a benefit of 5.1% resulting from the difference between the tax and book basis of Subordinated Debentures repurchased, including the tender offer completed in July 2012. In addition, the third quarter 2011 rate was affected by the change in the mix of operating income and investment losses which increased the effective state tax rate for the period. The 2012 nine month rate included a benefit of 1.6% resulting from the difference between the tax and book basis of Subordinated Debentures repurchased, including the tender offer completed in July 2012.

~~G. Earnings Per Share~~

~~The computations of basic and diluted net income per share are as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2012 2011 2012 2011
Basic:
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 19,004 $ 7,699 $ 57,945 $ 45,989
Weighted average shares outstanding 26,250 26,496 26,309 26,686
Basic net income attributable to GAMCO Investors, Inc.'s
shareholders per share $ 0.72 $ 0.29 $ 2.20 $ 1.72

Diluted:
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 19,004 $ 7,699 $ 57,945 $ 45,989

Weighted average share outstanding 26,250 26,496 26,309 26,686
Dilutive stock options and restricted stock awards 189 80 171 86
Total 26,439 26,576 26,480 26,772
Diluted net income attributable to GAMCO Investors, Inc.'s
shareholders per share $ 0.72 $ 0.29 $ 2.19 $ 1.72

H. Stockholders’ Equity

Shares outstanding were 25.7 million on March 31, 2013 and December 31, 2012, and 26.6 million on ~~September 30, 2012, 26.8 million on December~~March 31, ~~2011, and 26.8 million on September 30, 2011.~~2012.

Dividends

	~~Payment~~	~~Record~~
	~~Date~~	~~Date~~	~~Amount~~

~~Three months ended March 31, 2012~~	~~March 27, 2012~~	~~March 13, 2012~~	~~$ 0.04~~
~~Three months ended June 30, 2012~~	~~June 26, 2012~~	~~June 12, 2012~~	~~0.29~~
~~Three months ended September 30, 2012~~	~~September 11, 2012~~	~~September 25, 2012~~	~~0.30~~
~~Nine months ended September 30, 2012~~			~~$ 0.63~~

~~Three months ended March 31, 2011~~	~~March 29, 2011~~	~~March 15, 2011~~	~~$ 0.03~~
~~Three months ended June 30, 2011~~	~~June 28, 2011~~	~~June 14, 2011~~	~~0.04~~
~~Three months ended September 30, 2011~~	~~September 13, 2011~~	~~September 27, 2011~~	~~0.04~~
~~Nine months ended September 30, 2011~~			~~$ 0.11~~

	Payment	Record
	Date	Date	Amount

Three months ended March 31, 2013	March 26, 2013	March 12, 2013	$	0.05
Three months ended March 31, 2012	March 27, 2012	March 13, 2012	$	0.04

Voting Rights

The holders of Class A Common stock (“Class A Stock”) and Class B Common stock (“Class B Stock”) have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.

Stock Award and Incentive Plan

The Company maintains two plans approved by the shareholders, which are designed to provide incentives which will attract and retain individuals key to the success of GAMCO through direct or indirect ownership of our common stock. Benefits under the Plans may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards. A maximum of 1.5 million shares of Class A Stock have been reserved for issuance under each of the Plans by a committee of the Board of Directors responsible for administering the Plans (“Compensation Committee”). Under the Plans, the committee may grant restricted stock awards (“RSA”) and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine. Options granted under the plans typically vest 75% after three years and 100% after four years from the date of grant and expire after ten years. RSA shares granted under the Plans typically vest 30% after three years and 100% after five years.

On January 3, 2012, the Company approved the granting of 105,300 RSA shares at a grant date fair value of $43.49 per share. On January 15, 2011, and February 9, 2011, the Company approved the granting of 193,900 RSA shares and 3,300 RSA shares, respectively, at a grant date fair value of $48.85 per share and $45.77 per share, respectively. As of ~~September 30,~~March 31, 2012, ~~December 31, 2011 and September 30, 2011,~~ there were ~~371,500~~375,000 RSA shares ~~275,600 RSA shares and 285,100 RSA shares, respectively,~~ outstanding that were previously issued at an average weighted grant price of ~~$45.15, $45.56 and $45.52, respectively.~~$45.14. All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee. This expense, net of forfeitures, iswas recognized over the vesting period for these awards which is 30% over three years from the date of grant and 70% over five years from the date of grant. During the vesting period, dividends to RSA holders ~~are~~were being held for them until the RSA vesting dates and ~~are~~were forfeited if the grantee iswas no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, ~~are~~were charged to retained earnings on the declaration date. During November 2012, the Board of Directors accelerated the lapsing of restrictions on all outstanding RSAs resulting in recognition of $10.1 million in stock compensation expense during 2012 that would have been recorded in 2013 through 2016. There were no RSAs outstanding at either March 31, 2013 or December 31, 2012.

2422

For the three months ended ~~September 30,~~March 31, 2013 and March 31, 2012, ~~and September 30, 2011,~~ we recognized stock-based compensation expense of ~~$0.9 million~~$15,000 and ~~$0.7 million, respectively. For the nine months ended September 30, 2012 and September 30, 2011, we recognized stock-based compensation expense of $2.6 million and $1.9~~$0.9 million, respectively. Actual and projected stock-based compensation expense for RSA shares and options for the years ended December 31, ~~2011~~2012 through December 31, ~~2016~~2015 (based on awards currently issued or granted) is as follows ($ in thousands):

2011 2012 2013 2014 2015 2016
Q1 $ 577 $ 871 $ 870 $ 625 $ 494 $ 175
Q2 686 869 848 588 462 128
Q3 655 875 805 588 399 128
Q4 670 870 805 588 399 128
Full Year $ 2,588 $ 3,485 $ 3,328 $ 2,389 $ 1,754 $ 559

		2012		2013		2014		2015
	Q1	$	871	$	15	$	7	$	1
	Q2		869		15		3		-
	Q3		875		15		3		-
	Q4		10,968		15		3		-
Full Year		$	13,583	$	60	$	16	$	1

The total compensation cost related to non-vested ~~RSAs and~~ options not yet recognized is approximately ~~$8.9 million~~$62,000 as of ~~September 30, 2012.~~March 31, 2013. For the three months ended ~~September 30, 2012,~~March 31, 2013, proceeds from the exercise of ~~24,977~~2,623 stock options were ~~$723,000~~$76,000 resulting in a tax benefit to GAMCO of ~~$84,000. For the nine months ended September 30, 2012, proceeds from the exercise of 26,977 stock options were $781,000 resulting in a tax benefit to GAMCO of $87,000.~~$16,000. There were no options exercised in ~~either~~ the three ~~or nine~~ month ~~periods~~period ended ~~September 30, 2011. The Company recognized $21,000 in tax benefits from 3,900 RSAs that vested during the nine months ended September 30,~~March 31, 2012.

Stock Repurchase Program

In March 1999, GAMCO's Board of Directors established the Stock Repurchase Program to grant management the authority to repurchase shares of our Class A Common Stock. On ~~May 6, 2011,~~February 5, 2013, our Board of Directors authorized an incremental 500,000 shares to be added to the current buyback authorization. For the three months ended ~~September 30,~~March 31, 2013 and March 31, 2012, ~~and September 30, 2011,~~ the Company repurchased ~~47,426~~36,676 shares and ~~11,752~~224,733 shares, respectively, at an average price per share of ~~$47.79~~$53.57 and $42.07, respectively. For the nine months ended September 30, 2012 and September 30, 2011, the Company repurchased 275,528 shares and 441,961 shares, respectively, at an average price per share of $44.94 and $45.26,$44.35, respectively. From the inception of the program through ~~September 30, 2012, 7,619,580~~March 31, 2013, 8,520,041 shares have been repurchased at an average price of ~~$40.78~~$41.70 per share. At ~~September 30, 2012,~~March 31, 2013, the total shares available under the program to be repurchased in the future were ~~297,839.~~614,767.

I. Goodwill and Identifiable Intangible Assets

At ~~September 30, 2012,~~March 31, 2013, $3.5 million of goodwill is reflected within other assets on the condensed consolidated statements of financial condition with $3.3 million related to a 93%-owned subsidiary, Gabelli Securities, Inc. and $0.2 million related to G.distributors, LLC. The Company assesses the recoverability of goodwill at least annually, or more often should events warrant, using a qualitative assessment of whether it is more likely than not that an impairment has occurred to determine if a quantitative analysis is required. There were no indicators of impairment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 or March 31, 2012, ~~or the three and nine months ended September 30, 2011,~~ and as such there was no impairment analysis performed or charge recorded.

As a result of becoming the advisor to the Gabelli Enterprise Mergers and Acquisitions Fund and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.9 million within other assets on the condensed consolidated statements of financial condition at ~~September 30, 2012,~~March 31, 2013, December 31, ~~2011~~2012 and ~~September 30, 2011.~~March 31, 2012. The investment advisory agreement is subject to annual renewal by the fund's Board of Directors, which the Company expects to be renewed, and the Company does not expect to incur additional expense as a result, which is consistent with other investment advisory agreements entered into by the Company. The advisory contract is next up for renewal in February ~~2013.~~2014. The Company assesses the recoverability of this intangible asset at least annually, or more often should events warrant. There were no indicators of impairment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 or March 31, 2012, ~~or September 30, 2011,~~ and as such there was no impairment analysis performed or charge recorded.

J. Commitments and Contingencies

From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. The Company cannot predict the ultimate outcome of such matters. With respect to one such matter, a subsidiary of the Company has agreed in principle, subject to an acceptable settlement document, to resolve an outstanding matter with FINRA regarding lapses in the subsidiary’s supervision of certain registered representatives in their role as general partners of outside private partnerships. The condensed consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows.

The Company indemnifies the clearing brokers of G.research, Inc. (formerly known as Gabelli & Company, Inc.), our broker-dealer subsidiary, for losses they may sustain from the customer accounts that trade on margin introduced by it. At ~~September 30, 2012,~~March 31, 2013, the total amount of customer balances subject to indemnification (i.e. unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements and believes the likelihood of a claim being made is remote. The Company’s estimate of the value of such agreements is de minimis, and therefore an accrual has not been made on the condensed consolidated financial statements.

K. Shareholder-Designated Contribution Plan

During the first quarter of 2013, the Company recorded a charge of $5.0 million, or $0.11 per diluted share, net of management fee and tax benefit, related to a newly adopted Shareholder Designated Charitable Contribution program. Under the program, each shareholder will be eligible to designate charities to which the company will make a donation based upon the actual number of shares registered in the shareholder’s name. Shares held in nominee or street name are not eligible to participate. The Board of Directors will determine, annually, amounts to be contributed per registered share. The Board approved an initial contribution for 2013 of $0.25 per registered share. If all shareholders participate, register their shares, and respond on a timely basis, the total charge to earnings would increase to $6.4 million. The Company recorded the charge, which is included in accrued expenses and other liabilities in the condensed consolidated statements of financial condition, based on the current number of registered shares.

L. Subsequent Events

From ~~October~~April 1, ~~2012~~2013 to ~~November 2, 2012,~~May 7, 2013, the Company repurchased ~~1,111~~10,747 shares at ~~$48.00~~$48.35 per share.

On May 7, 2013, the Board of Directors declared a regular quarterly dividend of $0.05 per share to all of its shareholders, payable on June 25, 2013 to shareholders of record on June 11, 2013.

2624

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

Overview

GAMCO through the Gabelli brand, well known for its Private Market Value (PMV) with a CatalystTM investment approach, is a widely-recognized provider of investment advisory services to mutual funds, institutional and high net worth investors, and investment partnerships, principally in the United States. Through G.research, Inc. (formerly Gabelli & Company, Inc.) (“~~Gabelli & Company”~~G.research”), we provide institutional research and brokerage services to institutional clients and investment partnerships. Through G.distributors, LLC (“G.distributors”), we provide mutual fund distribution. We generally manage assets on a fully discretionary basis and invest in a variety of U.S. and international securities through various investment styles. Our revenues are based primarily on the Company’s levels of assets under management and fees associated with our various investment products.

Our revenues are highly correlated to the level of assets under management and fees associated with our various investment products, rather than our own corporate assets. Assets under management, which are directly influenced by the level and changes of the overall equity markets, can also fluctuate through acquisitions, the creation of new products, the addition of new accounts or the loss of existing accounts. Since various equity products have different fees, changes in our business mix may also affect revenues. At times, the performance of our equity products may differ markedly from popular market indices, and this can also impact our revenues. General stock market trends will have the greatest impact on our level of assets under management and hence, on revenues.

We conduct our investment advisory business principally ~~through:~~through the following subsidiaries: GAMCO Asset Management Inc. (Institutional and High Net Worth), Gabelli Funds, LLC (Mutual Funds) and Gabelli Securities, Inc. (Investment Partnerships). We also act as an underwriter and provide institutional research through ~~Gabelli & Company,~~G.research, one of our broker-dealer subsidiaries. The distribution of our open-end funds is conducted through ~~G.distributors.~~G.distributors, our other broker-dealer subsidiary.

Assets under management (“AUM”) were a record ~~$36.9~~$40.1 billion as of ~~September 30, 2012,~~March 31, 2013, an increase of ~~17.9%~~10.1% from AUM of ~~$31.3~~$36.4 billion at ~~September 30, 2011~~December 31, 2012 and up ~~3.6%~~9.3% from the ~~June 30,~~March 31, 2012 AUM of ~~$35.7~~$36.7 billion. ~~Fund flows in the third~~The first quarter ~~of 2012 were a positive $1.3~~2013 AUM rose $3.7 billion ~~consisting~~and consisted of market appreciation of ~~$1.8~~$3.3 billion, ~~and~~ net cash ~~outflows~~inflows of ~~$470~~$498 million and recurring distributions, net of reinvestments, from open-end and closed-end funds of $145 million. Average total AUM was ~~$36.2~~$38.4 billion in the ~~2012~~2013 quarter versus ~~$33.9~~$35.9 billion in the prior year period, an increase of ~~6.8%~~7.0%. Average AUM in our open-end equity funds, a key driver to our investment advisory fees, was ~~$12.6~~$13.2 billion in the ~~third~~first quarter of ~~2012,~~2013, rising ~~2.4%~~3.1% from the ~~2011~~2012 quarter average AUM of ~~$12.3~~$12.8 billion.

In addition to management fees, we earn incentive fees for certain institutional client assets, certain assets attributable to preferred issues ~~for~~of our closed-end funds and to our GDL Fund (NYSE: GDL) and investment partnership assets. As of ~~September 30, 2012,~~March 31, 2013, assets with incentive based fees were ~~$3.9~~$3.8 billion, ~~14.7%~~2.7% higher than the ~~$3.4~~$3.7 billion on ~~September 30, 2011~~December 31, 2012 and unchanged from ~~June 30,~~the $3.8 billion on March 31, 2012.

2725

The Company reported Assets Under Management as follows (in millions):

Table I: Fund Flows - 1st Quarter 2013
								Fund
			Market					distributions,
	December 31,		appreciation/		Net cash			net of			March 31,
	2012		(depreciation)		flows			reinvestments			2013
Equities:
Open-end Funds	$	12,502	$	1,140	$	202		$	(31	)	$	13,813
Closed-end Funds		6,288		381		2			(114	)		6,557
Institutional & PWM - direct		12,030		1,485		175			-			13,690
Institutional & PWM - sub-advisory		2,924		316		59			-			3,299
Investment Partnerships		801		8		(13	)		-			796
SICAV (a)		119		2		(8	)		-			113
Total Equities		34,664		3,332		417			(145	)		38,268
Fixed Income:
Money-Market Fund		1,681		-		77			-			1,758
Institutional & PWM		60		-		4			-			64
Total Fixed Income		1,741		-		81			-			1,822
Total Assets Under Management	$	36,405	$	3,332	$	498		$	(145	)	$	40,090

The Company reported Assets Under Management as follows (in millions):

Table I: Fund Flows - 3rd Quarter 2012
Closed-end Fund
Market distributions,
June 30, appreciation/ Net cash net of September 30,
2012 (depreciation) flows reinvestments 2012
Equities:
Open-end Funds $ 12,496 $ 628 $ (366 ) $ - $ 12,758
Closed-end Funds 5,860 359 260 (114 ) 6,365
Institutional & PWM - direct 11,655 602 (68 ) - 12,189
Institutional & PWM - sub-advisory 2,788 157 (33 ) - 2,912
Investment Partnerships 781 6 (2 ) - 785
SICAV (a) 126 1 (6 ) - 121
Total Equities 33,706 1,753 (215 ) (114 ) 35,130
Fixed Income:
Money-Market Fund 1,893 - (141 ) - 1,752
Institutional & PWM 63 - - - 63
Total Fixed Income 1,956 - (141 ) - 1,815
Total Assets Under Management $ 35,662 $ 1,753 $ (356 ) $ (114 ) $ 36,945

The Company reported Assets Under Management as follows (in millions):

Table II: Fund Flows - Nine months ended September 30, 2012
								Closed-end Fund
			Market					distributions,
Table II: Assets Under Management
	December 31,		appreciation/		Net cash			net of			September 30,		March 31,		March 31,		%
	2011		(depreciation)		flows			reinvestments			2012		2012		2013		Inc.(Dec.)
Equities:
Open-end Funds	$	12,273	$	1,180	$	(695	)	$	-		$	12,758	$	12,996	$	13,813		6.3	%
Closed-end Funds		5,799		492		405			(331	)		6,365		6,067		6,557		8.1
Institutional & PWM - direct		10,853		1,142		194			-			12,189		12,031		13,690		13.8
Institutional & PWM - sub-advisory		2,600		249		63			-			2,912		2,924		3,299		12.8
Investment Partnerships		605		16		164			-			785		594		796		34.0
SICAV (a)		105		2		14			-			121		118		113		(4.2	)
Total Equities		32,235		3,081		145			(331	)		35,130		34,730		38,268		10.2
Fixed Income:
Money-Market Fund		1,824		-		(72	)		-			1,752		1,922		1,758		(8.5	)
Institutional & PWM		26		-		37			-			63		26		64		146.2
Total Fixed Income		1,850		-		(35	)		-			1,815		1,948		1,822		(6.5	)
Total Assets Under Management	$	34,085	$	3,081	$	110		$	(331	)	$	36,945	$	36,678	$	40,090		9.3	%

Table III: Assets Under Management by Quarter
											% Increase/
											(decrease) from
		3/12		6/12		9/12		12/12		3/13		3/12		12/12
Equities:
Open-end Funds	$	12,996	$	12,496	$	12,758	$	12,502	$	13,813		6.3	%	10.5	%
Closed-end Funds		6,067		5,860		6,365		6,288		6,557		8.1		4.3
Institutional & PWM - direct		12,031		11,655		12,189		12,030		13,690		13.8		13.8
Institutional & PWM - sub-advisory		2,924		2,788		2,912		2,924		3,299		12.8		12.8
Investment Partnerships		594		781		785		801		796		34.0		(0.6	)
SICAV (a)		118		126		121		119		113		(4.2	)	(5.0	)
Total Equities		34,730		33,706		35,130		34,664		38,268		10.2		10.4
Fixed Income:
Money-Market Fund		1,922		1,893		1,752		1,681		1,758		(8.5	)	4.6
Institutional & PWM		26		63		63		60		64		146.2		6.7
Total Fixed Income		1,948		1,956		1,815		1,741		1,822		(6.5	)	4.7
Total Assets Under Management	$	36,678	$	35,662	$	36,945	$	36,405	$	40,090		9.3	%	10.1	%

(a) Includes $102 million, $101 million, $102 million, $104 million and $99 million of proprietary seed capital at March 31, 2012, June 30, 2012,
September 30, 2012, December 31, 2012 and March 31, 2013, respectively.

2826

Table III: Assets Under Management
September 30, September 30, %
2011 2012 Inc.(Dec.)
Equities:
Open-end Funds $ 11,469 $ 12,758 11.2 %
Closed-end Funds 5,355 6,365 18.9
Institutional & PWM - direct 9,644 12,189 26.4
Institutional & PWM - sub-advisory 2,326 2,912 25.2
Investment Partnerships 627 785 25.2
SICAV (a) - 121 n/m
Total Equities 29,421 35,130 19.4
Fixed Income:
Money-Market Fund 1,895 1,752 (7.5 )
Institutional & PWM 26 63 142.3
Total Fixed Income 1,921 1,815 (5.5 )
Total Assets Under Management $ 31,342 $ 36,945 17.9 %

Table IV: Assets Under Management by Quarter
% Increase/
(decrease) from
9/11 12/11 3/12 6/12 9/12 9/11 6/12
Equities:
Open-end Funds $ 11,469 $ 12,273 $ 12,996 $ 12,496 $ 12,758 11.2 % 2.1 %
Closed-end Funds 5,355 5,799 6,067 5,860 6,365 18.9 8.6
Institutional & PWM - direct 9,644 10,853 12,031 11,655 12,189 26.4 4.6
Institutional & PWM - sub-advisory 2,326 2,600 2,924 2,788 2,912 25.2 4.4
Investment Partnerships 627 605 594 781 785 25.2 0.5
SICAV (a) - 105 118 126 121 n/m (4.0 )
Total Equities 29,421 32,235 34,730 33,706 35,130 19.4 4.2
Fixed Income:
Money-Market Fund 1,895 1,824 1,922 1,893 1,752 (7.5 ) (7.4 )
Institutional & PWM 26 26 26 63 63 142.3 -
Total Fixed Income 1,921 1,850 1,948 1,956 1,815 (5.5 ) (7.2 )
Total Assets Under Management $ 31,342 $ 34,085 $ 36,678 $ 35,662 $ 36,945 17.9 % 3.6 %

(a) Includes $100 million, $102 million, $101 million and $102 million of proprietary seed capital at December 31, 2011, March 31, 2012,
June 30, 2012 and September 30, 2012, respectively.

Relative long-term investment performance remained strong with approximately 35%, 45%, 75% and 72% of firm wide mutual funds performing in the top half of their Lipper categories on a one-, three-, five-, and ten-year total return basis, respectively as of September 30, 2012. Also, 44% of the firm’s mutual funds that are rated have a 4- or 5-star overall Morningstar RatingTM.

Gabelli/GAMCO Funds Morningstar Ratings Based on Risk Adjusted returns as of September 30, 2012 for funds that we manage
Overall Rating 3 Year Rating 5 Year Rating 10 Year Rating
Morningstar # of # of # of # of
FUND Category Stars Funds Stars Funds Stars Funds Stars Funds
Gabelli ABC AAA Mid-Cap Growth êêê 673 ê 673 êêêêê 597 êê 429
Gabelli Asset AAA Large Blend êêêê 1524 êêêê 1524 êêêê 1328 êêêêê 832
Gabelli Dividend Growth AAA Large Blend êêêê 1524 êêê 1524 êêê 1328 êêêêê 832
Gabelli Equity Income AAA Large Blend êêêê 1524 êêê 1524 êêêê 1328 êêêêê 832
Gabelli Small Cap Growth AAA Small Blend êêêêê 597 êêêê 597 êêêêê 513 êêêêê 309
Gabelli SRI Green AAA World Stock êêêê 740 êêê 740 êêêêê 529 n/a n/a
Gabelli Utilities AAA Utilities êêê 75 êê 75 êêêê 73 êêê 51
Gabelli Value A Large Blend êêê 1524 êêêêê 1524 êê 1328 êêê 832
Gabelli Focus Five AAA Small Blend êêê 597 êêê 597 êêê 513 n/a n/a
GAMCO Vertumnus AAA Convertibles ê 64 êê 64 ê 51 ê 39
GAMCO Global Growth AAA World Stock êêêê 740 êêêê 740 êêêê 529 êêêê 299
GAMCO Global Opportunity AAA World Stock êêêê 740 êêê 740 êêê 529 êêêê 299
GAMCO Global Telecommunications AAA Communications êêê 45 êê 45 êêê 37 êêêê 28
Gabelli Gold AAA Equity Precious Metals êêê 70 êêêê 70 êêê 65 êêê 45
GAMCO Growth AAA Large Growth êê 1514 êê 1514 êê 1311 êê 867
GAMCO International Growth AAA Foreign Large Growth êêêê 218 êêêê 218 êêêê 173 êêê 98
GAMCO Mathers Conservative Allocation ê 561 ê 561 ê 474 ê 187
Gabelli Enterprise Mergers & Acquisitions A Mid-Cap Blend êê 373 êê 373 êêê 316 êê 199
Percent of Rated funds rated 4 or 5 stars 44.44% 33.33% 44.44% 43.75%

The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with its three, five and ten year (if applicable) Morningstar Rating metrics.
Data presented reflects past performance, which is no guarantee of future results.  Ratings are for Class AAA or A shares noted above.  Other classes may have different performance
characteristics.  Unrated funds and closed-end funds are not listed above.  The percentage of 4 and 5 star funds are calculated based on the total number of GAMCO/Gabelli
Funds that are rated for a given period.  For each fund with at least a three year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return
measure (including the effects of sales charges, loads, and redemption fees) that accounts for variation in a fund's monthly performance, placing more emphasis on downward variations
and rewarding consistent performance.  The top 10% of the funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2
stars, and the bottom 10% receive 1 star.  (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the
distribution percentages.)  Strong relative performance is not indicative of positive fund returns.  Performance for some funds was negative for certain periods.  © 2012 Morningstar, Inc.
All rights reserved.  The information contained herein:  (1) is proprietaryto Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be
accurate, complete or timely.  Neither Morningstar nor its contentproviders are responsible for any damages or losses arising from any use of this information. Investors should
carefully consider the investment objectives, risks, charges, andexpenses of each fund before investing.  Each fund's prospectus contains information about these and other
matters and should be read carefully before investing.  Each fund's share price will fluctuate with changes in the market value of the fund's portfolio securities.  Stocks
are subject to market, economic and business risks that cause their prices to fluctuate.  When you sell fund shares, they may be worth less than what you paid for them.
Consequently, you can lose money by investing in any of the funds.  You can obtain a prospectus by calling 800-GABELLI (422-3554), online at www.gabelli.com, or from
your financial advisor. Distributed by G.distributors, LLC, One Corporate Center, Rye New York, 10580.
The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Focus Five Fund was December 31, 2002.

GABELLI/GAMCO FUNDS Gabelli/GAMCO Funds Lipper Rankings as of September 30, 2012
1 Yr - 9/30/11-9/30/12 3 Yrs - 9/30/09-9/30/12 5 Yrs - 9/30/07-9/30/12 10 Yrs - 9/30/02-9/30/12
Percentile Rank / Percentile Rank / Percentile Rank / Percentile Rank /
Fund Name Lipper Category Rank Total Funds Rank Total Funds Rank Total Funds Rank Total Funds
Gabelli Asset; AAA Multi-Cap Core Funds 51 406/806 16 106/686 13 74/594 11 36/344
Gabelli Value Fund; A Multi-Cap Core Funds 32 256/806 3 14/686 17 101/594 19 65/344
Gabelli SRI; AAA Global Small/Mid-Cap Funds 84 87/103 60 53/88 8 5/70 - -
Gabelli Eq:Eq Inc; AAA Equity Income Funds 75 222/297 63 155/246 34 71/213 15 16/106
GAMCO Growth; AAA Large-Cap Growth Funds 13 89/717 81 526/650 77 427/560 56 209/373
Gabelli Eq:SC Gro; AAA Small-Cap Core Funds 75 528/712 44 272/621 12 63/535 11 35/324
Gabelli Focus Five Fund; AAA Small-Cap Core Funds 7 45/712 47 292/621 39 204/535 - -
GAMCO Gl:Oppty; AAA Global Multi-Cap Growth 51 109/213 47 68/146 24 17/71 20 7/35
GAMCO Gl:Growth; AAA Global Large-Cap Growth 6 4/78 16 11/70 33 20/61 27 12/44
Gabelli Gold; AAA Precious Metal Funds 15 11/73 35 21/59 32 17/53 45 16/35
GAMCO Intl Gro; AAA International Large-Cap Growth 56 121/216 6 11/204 17 26/160 43 49/115
Gabelli Dividend Growth Fund; AAA Large-Cap Value Funds 65 293/456 57 231/410 19 66/347 2 3/225
Gabelli Inv:ABC; AAA Specialty Diversified Equity Funds 57 27/47 52 16/30 41 11/26 23 2/8
GAMCO Mathers; AAA Specialty Diversified Equity Funds 84 40/47 75 23/30 75 20/26 34 3/8
Comstock Cap Val; A Specialty Diversified Equity Funds 96 46/47 91 28/30 89 24/26 78 7/8
GAMCO Gl:Telecom; AAA Telecommunications Funds 66 25/37 74 25/33 50 13/25 34 6/17
GAMCO Gl:Vertumnus; AAA Convertible Securities Funds 98 71/72 88 48/54 96 41/42 91 29/31
Gabelli Utilities; AAA Utility Funds 50 37/73 75 51/67 15 9/62 63 27/42
787:Gabelli Merg&Acq; A Mid-Cap Core Funds 100 373/375 97 318/330 65 179/278 98 181/184
Gabelli Capital Asset Fund Distributed through Insurance Channel 17 48/290 5 14/279 19 51/262 10 15/143
% of funds in top half 35.0% 45.0% 75.0% 72.2%

Data presented reflects past performance, which is no guarantee of future results. Strong rankings are not indicative of positive fund performance.  Absolute performance for some
funds was negative for certain periods.  Other share classes are available which may have different performance characteristics.

Lipper, a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments including mutual funds, retirement funds, hedge funds, fund fees and
expenses to the asset management and media communities. Lipper ranks the performance of mutual funds within a classification of funds that have similar investment objectives.
Rankings are historical with capital gains and dividends reinvested and do not include the effect of loads. If an expense waiver was in effect, it may have had a material effect on the
total return or yield for the period.

Relative long-term investment performance remained strong with approximately 35%, 45%, 75% and 72% of firmwide mutual funds in the top half of their Lipper categories on a one-,
three-, five-, and ten-year total-return basis, respectively, as of September 30, 2012.

Investors should carefully consider the investment objective, risks, charges, and expenses of each fund before investing.  Each fund's prospectus contains information about these
and other matters and should be read carefully before investing.  Each fund’s share price will fluctuate with changes in the market value of the fund’s portfolio securities. Stocks
are subject to market, economic and business risks that cause their prices to fluctuate.  When you sell fund shares, they may be worth less than what you paid for them.
Consequently, you can lose money by investing in a fund.  You can obtain a prospectus by calling 800-GABELLI (422-3554), online at www.gabelli.com, or from your financial
advisor.  Distributed by G.distributors, LLC., One Corporate Center, Rye New York, 10580. Other share classes are available that have different performance characteristics.

The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Focus Five Fund was December 31, 2002.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in Item 1 to this report.

RESULTS OF OPERATIONS

Three Months Ended ~~September 30, 2012~~March 31, 2013 Compared To Three Months Ended ~~September 30, 2011~~March 31, 2012

(Unaudited; in thousands, except per share data)
2012 2011
Revenues
  Investment advisory and incentive fees $ 67,790 $ 65,244
  Distribution fees and other income 11,139 11,486
  Institutional research services 3,302 3,421
Total revenues 82,231 80,151
Expenses
  Compensation 32,948 32,010
  Management fee 3,056 1,387
  Distribution costs 10,386 11,091
  Other operating expenses 6,829 5,002
Total expenses 53,219 49,490
Operating income 29,012 30,661
Other income (expense)
  Net gain/(loss) from investments 7,525 (16,152 )
  Extinguishment of debt (6,305 ) -
  Interest and dividend income 920 1,823
  Interest expense (3,586 ) (4,418 )
Total other income (expense), net (1,446 ) (18,747 )
Income before income taxes 27,566 11,914
Income tax provision 8,467 4,745
Net income 19,099 7,169
Net income/(loss) attributable to noncontrolling interests 95 (530 )
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 19,004 $ 7,699

Net income attributable to GAMCO Investors, Inc.'s shareholders per share:
Basic $ 0.72 $ 0.29
Diluted $ 0.72 $ 0.29

Reconciliation of net income attributable to GAMCO Investors, Inc.'s shareholders
  to Adjusted EBITDA:

Net income attributable to GAMCO Investors, Inc.'s shareholders $ 19,004 $ 7,699
Interest expense 3,586 4,418
Income tax provision and net income attributable to noncontrolling interests 8,562 4,215
Depreciation and amortization 221 186
Adjusted EBITDA (a) $ 31,373 $ 16,518

(a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and noncontrolling interests. Adjusted EBITDA is a non-GAAP measure and should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States nor should it be considered as an indicator of our overall financial performance. We use Adjusted EBITDA as a supplemental measure of performance as we believe it gives investors a more complete understanding of our operating results before the impact of financing activities as a tool for determining the private market value of an enterprise.

(Unaudited; in thousands, except per share data)
	2013			2012
Revenues
Investment advisory and incentive fees	$	72,607		$	67,783
Distribution fees and other income		11,353			11,623
Institutional research services		2,221			2,343
Total revenues		86,181			81,749
Expenses
Compensation		35,652			34,554
Management fee		3,980			4,184
Distribution costs		11,010			10,177
Other operating expenses		4,812			5,822
Total expenses		55,454			54,737
Operating income		30,727			27,012
Other income (expense)
Net gain from investments		12,291			13,878
Interest and dividend income		1,345			1,236
Interest expense		(3,488	)		(4,404	)
Shareholder-designated contribution		(5,000	)		-
Total other income, net		5,148			10,710
Income before income taxes		35,875			37,722
Income tax provision		13,195			13,756
Net income		22,680			23,966
Net income attributable to noncontrolling interests		135			130
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	22,545		$	23,836

Net income attributable to GAMCO Investors, Inc.'s shareholders per share:
Basic	$	0.88		$	0.90
Diluted	$	0.88		$	0.90

Overview

Net income attributable to shareholders of GAMCO Investors, Inc. for the quarter was ~~$19.0~~$22.5 million or ~~$0.72~~$0.88 per fully diluted share versus ~~$7.7~~$23.8 million or ~~$0.29~~$0.90 per fully diluted share in the prior year’s quarter. Included in the 2013 results is a $5.0 million charge, or $0.11 per diluted share, net of management fee and tax benefit, for our recently adopted shareholder designated charitable contribution program. Excluding this charge earnings for the quarter rose 7% to $25.4 million or $0.99 per diluted share. The quarter to quarter comparison, excluding this charge, was ~~higher due to an increase in total revenues, largely driven~~positively impacted by higher ~~AUM, an investment gain in our proprietary portfolios,~~revenues, improved operating margins and lower interest expense ~~on lower average debt balances outstanding and a lower effective tax rate which were~~ partially offset by ~~the negative impact~~lower income from ~~the extinguishment of debt and increased operating expenses.~~our proprietary investments.

Revenues

Investment advisory and incentive fees for the ~~third~~first quarter ~~2012~~2013 were ~~$67.8~~$72.6 million, ~~4.0%~~7.1% above the ~~2011~~2012 comparative figure of ~~$65.2~~$67.8 million. Open-end mutual fund revenues increased by ~~2.6%~~1.6% to ~~$31.2~~$32.0 million from ~~$30.4~~$31.5 million in ~~third~~first quarter ~~2011~~2012 driven by a ~~2.4%~~3.0% increase in average open-end equity ~~AUM largely due to positive market performance.~~AUM. Our closed-end fund revenues rose ~~9.2%~~10.6% to ~~$13.1~~$13.6 million in the ~~third~~first quarter ~~2012~~2013 from ~~$12.0~~$12.3 million in ~~2011~~2012 due to a ~~3.9%~~10.9% increase in non-performance fee based average AUM. ~~During the third quarter of 2012, we earned $0.5 million in performance based fees. There were no such fees earned during the 2011 quarter.~~ Institutional and private wealth management account revenues, excluding incentive fees, which are generally based on beginning of quarter AUM, increased ~~$0.8~~$2.9 million, or ~~3.8%~~14.4%, to ~~$21.6~~$23.0 million from ~~$20.8~~$20.1 million in ~~third~~first quarter ~~2011. During the third~~2013. Incentive fees were largely flat quarter ~~2012, we earned $0.3~~to quarter at $2.4 million in ~~incentive fees, a decrease of $0.7~~the 2013 quarter versus $2.5 million ~~from the $1.0 million recognized~~ in the ~~2011 quarter.~~prior year period. Investment partnership revenues were ~~$1.6~~$1.5 million, an increase of ~~45.5%~~15.4% from ~~$1.1~~$1.3 million in ~~third~~first quarter ~~2011~~2012 due to an increase in average AUM resulting from net inflows.

Open-end fund distribution fees and other income were ~~$11.1~~$11.4 million for the ~~third~~first quarter ~~2012,~~2013, a decrease of ~~$0.4~~$0.2 million or ~~3.5%~~1.7% from ~~$11.5~~$11.6 million in the prior year period, primarily due to a decreased level of sales of load shares of mutual funds, ~~slightly~~partially offset by higher quarterly average AUM in open-end equity mutual funds that generate distribution fees.

Our institutional research ~~subsidiary had~~ revenues ~~of $3.3~~were $2.2 million in the ~~third~~first quarter ~~2012, down 2.9% from $3.4~~2013 versus $2.3 million in the prior year period.

Expenses

Compensation costs, which are largely variable, were ~~$32.9~~$35.7 million or ~~2.8%~~3.2% higher than ~~the $32.0 million incurred in the~~ prior year ~~period.~~compensation costs of $34.6 million. The quarter over quarter increase was ~~largely~~ comprised of ~~$0.5 million of increased~~ variable compensation of $1.4 million related to the increased levels of AUM ~~$1.1~~and $0.6 million in ~~increased~~ fixed compensation ~~and $0.2~~partially offset by $0.9 million decrease in amortization expense for RSAs issued in ~~January 2012 partially offset by a $0.9 million decrease in commissions and payouts related to lower trading volume and sales of open-end funds.~~prior years.

Management fee expense, which is wholly variable and based on pretax income, ~~increased~~decreased to ~~$3.1~~$4.0 million in the ~~third~~first quarter of ~~2012~~2013 from ~~$1.4~~$4.2 million in the ~~2011~~2012 period.

Distribution costs were ~~$10.4~~$11.0 million, ~~a decrease~~an increase of ~~$0.7~~$0.8 million or ~~6.3%~~7.8% from ~~$11.1~~$10.2 million in the prior year’s period. This ~~decrease~~increase in distribution costs was mostly due to ~~a decrease~~an increase in payments to third-party distributors of $1.7 million partially offset by lower amortization of upfront commissions paid to third-party distributors of ~~$0.6~~$0.7 million and a reduction in expense reimbursements to our open-end mutual funds of $0.3 million.

Other operating expenses were ~~$6.8~~$4.8 million in the ~~third~~first quarter of ~~2012, an increase~~2013, a decrease of ~~$1.8~~$1.0 million, or ~~36.0%~~17.2%, from ~~$5.0~~$5.8 million in the ~~third~~first quarter of ~~2011.~~2012. The ~~2012 period~~decrease was ~~impacted by~~ the ~~size and timing of contributions which totaled $1.5 million, an increase of $1.4 million from the prior year period. The quarter comparison was also negatively impacted by a combination~~result of reimbursements ~~received in the 2011 period~~from insurance carriers for legal fees previously incurred ~~legal expenses~~ and ~~reversals of one-time accruals for client service matters in 2011 totaling $0.6 million.~~expensed.

~~Total expenses, excluding the management fee, were $50.2 million in the third quarter of 2012, a 4.4% increase from $48.1 million in the third quarter of 2011.~~

Operating income for the ~~third~~first quarter of ~~2012~~2013 was ~~$29.0~~$30.7 million, ~~a decrease~~an increase of ~~$1.7~~$3.7 million, or 13.7%, from the ~~third~~first quarter ~~2011’s $30.7~~2012’s $27.0 million. Operating income, as a percentage of revenues, was ~~35.3%~~35.7% in the ~~2012~~2013 quarter as compared to ~~38.3%~~33.0% in the ~~2011~~2012 quarter.

Other

Total other income, ~~(expense),~~ net of interest expense, was ~~($1.4)~~$5.1 million for the ~~third~~first quarter ~~2012~~2013 versus ~~($18.7)~~$10.7 million in the prior year’s quarter. Realized and unrealized gains in our trading portfolio were ~~$7.5~~$12.3 million in the ~~2012~~2013 quarter, ~~a positive swing of $23.7~~$1.6 million ~~versus $16.2~~lower than the $13.9 million ~~of losses in the 2011 quarter largely from the relative strength in the U.S. equity markets. Included~~reported in the 2012 results are $6.3 million in charges related to total purchases of $64.6 million (face value) of the Company’s 0% Subordinated Debentures due 2015. We had repurchased $64.1 million (face value) of these 0% Subordinated Debentures through a tender offer which was completed in July 2012.quarter. Interest and dividend income was ~~lower~~higher by ~~$0.9~~$0.1 million. Interest expense decreased by ~~$0.8~~$0.9 million to ~~$3.6~~$3.5 million in the ~~third~~first quarter of ~~2012~~2013 from ~~the~~ $4.4 million in ~~third~~first quarter of ~~2011~~2012 due to a decrease in total average debt ~~outstanding largely in connection with~~outstanding. During the third quarter of 2012, we reduced our overall debt through the repurchase of ~~Subordinated Debentures.~~$64.1 million (face value) five year zero coupon subordinated debentures due 2015 (“Debentures”). The 2013 quarter includes a $5.0 million charge related to the newly established Shareholder-designated charitable contribution program in which registered shareholders have the opportunity to participate in determining which charities will receive company contributions.

The effective tax rate for the three months ended ~~September 30, 2012~~March 31, 2013 was ~~30.7%~~36.8% as compared to the prior year period’s effective rate of ~~39.8%~~36.5%. The third quarter 2012 rate included a benefit of 5.1% resulting from the difference between the tax and book basis of Subordinated Debentures repurchased, including the tender offer completed in July 2012. In addition, the third quarter 2011 rate was affected by the change in the mix of operating income and investment losses which increased the effective state tax rate for the period.

~~Nine months ended September 30, 2012 Compared To Nine months ended September 30, 2011~~

(Unaudited; in thousands, except per share data)
2012 2011
Revenues
  Investment advisory and incentive fees $ 202,783 $ 197,407
  Distribution fees and other income 33,768 33,419
  Institutional research services 8,453 11,311
Total revenues 245,004 242,137
Expenses
  Compensation 100,423 99,792
  Management fee 9,855 8,126
  Distribution costs 30,575 34,108
  Other operating expenses 17,760 18,193
Total expenses (a) 158,613 160,219
Operating income 86,391 81,918
Other income (expense)
  Net gain/(loss) from investments 17,234 (3,743 )
  Extinguishment of debt (6,307 ) -
  Interest and dividend income 3,938 5,620
  Interest expense (12,419 ) (10,688 )
Total other income (expense), net 2,446 (8,811 )
Income before income taxes 88,837 73,107
Income tax provision 30,909 26,978
Net income 57,928 46,129
Net income/(loss) attributable to noncontrolling interests (17 ) 140
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 57,945 $ 45,989

Net income attributable to GAMCO Investors, Inc.'s shareholders per share:
Basic $ 2.20 $ 1.72
Diluted $ 2.19 $ 1.72

Reconciliation of net income attributable to GAMCO Investors, Inc.'s shareholders
  to Adjusted EBITDA:

Net income attributable to GAMCO Investors, Inc.'s shareholders $ 57,945 $ 45,989
Interest expense 12,419 10,688
Income tax provision and net income attributable to noncontrolling interests 30,892 27,118
Depreciation and amortization 580 642
Adjusted EBITDA (b) $ 101,836 $ 84,437

~~(a) Nine months ended September 30, 2011 includes $5.6 million in costs directly related to the launch of a new closed-end fund.~~

(b) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and noncontrolling interests. Adjusted EBITDA is a non-GAAP measure and should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States nor should it be considered as an indicator of our overall financial performance. We use Adjusted EBITDA as a supplemental measure of performance as we believe it gives investors a more complete understanding of our operating results before the impact of financing activities as a tool for determining the private market value of an enterprise.

~~Overview~~

Net income attributable to shareholders of GAMCO Investors, Inc. for the first nine months of 2012 was $57.9 million or $2.19 per fully diluted share versus $46.0 million or $1.72 per fully diluted share in the first nine months of 2011. The period to period comparison benefited from an increase in total revenues, largely driven by higher AUM, an increase in investment gains in our proprietary portfolios and a lower effective tax rate which were partially offset by the negative impact from the extinguishment of debt, an increase in operating expenses and an increase in interest expense on higher average debt balances outstanding.

~~Revenues~~

Investment advisory and incentive fees for the nine months ended September 30, 2012 were $202.8 million, 2.7% above the 2011 comparative figure of $197.4 million. Open-end mutual fund revenues increased by 4.1% to $93.3 million from $89.6 million in first nine months of 2011 driven by a 3.7% increase in average open-end equity AUM resulting from both net inflows and positive market performance. Our closed-end fund revenues rose 2.2% to $37.2 million in the first nine months of 2012 from $36.4 million in 2011, primarily due to $0.5 million of incentive fee revenue in the 2012 period. Institutional and private wealth management account revenues, excluding incentive fees, which are generally based on beginning of quarter AUM, increased $2.1 million, or 3.4%, to $64.1 million from $62.0 million in first nine months of 2011, largely due to an increase in billable AUM. During the first nine months of 2012, we earned $3.9 million in incentive fees, a decrease of $2.7 million from $6.6 million earned in the first nine months of 2011. Investment partnership revenues were $4.3 million, an increase of 48.3% from $2.9 million for the nine months ended September 30, 2011 as AUM increased to $906 million in the 2012 quarter from $627 million in the 2011 quarter.

Open-end fund distribution fees and other income were $33.8 million for the first nine months of 2012, an increase of $0.4 million or 1.2% from $33.4 million in the prior year period, primarily due to higher quarterly average AUM in open-end equity mutual funds that generate such fees.

Our institutional research subsidiary had revenues of $8.5 million in the first nine months of 2012, down 24.8% from $11.3 million in the prior year period principally due to lower trading volume and a decline in average commission rates.

~~Expenses~~

Compensation costs, which are largely variable, were $100.4 million, or 0.6% higher than the $99.8 million incurred in the prior year period. Included in the 2011 period was $0.4 million in one-time costs related to the launch of a new closed-end fund. Excluding these costs, the period over period increase was $1.0 million or 1.0% and was largely comprised of $2.3 million of increased variable compensation related to the increased levels of AUM, $0.7 million in increased amortization expense for RSAs issued in January 2012 and $1.3 million in increased fixed compensation partially offset by a $3.3 million decrease in commissions and payouts related to lower trading volume and sales of open-end funds.

~~Management fee expense, which is wholly variable and based on pretax income, increased to $9.9 million for the nine months ended September 30, 2012 from $8.1 million in the 2011 period.~~

Distribution costs were $30.6 million, a decrease of $3.5 million or 10.3% from $34.1 million in the prior year’s period. Costs were higher on a comparable basis after adjusting for the $4.7 million in one-time charges related to the launch of a closed-end fund, the GAMCO Natural Resources, Gold & Income Trust ~~by Gabelli~~ (“GNT”), during the first nine months of 2011. Excluding these one-time charges, distribution costs increased $1.2 million, or 4.1%, to $30.6 million from $29.4 million for the first nine months of 2011. This increase in distribution costs was mostly due to the 3.7% increase in average AUM in our open-end equity funds, increased amortization of costs associated with sales of Class C shares and higher expense reimbursements.

Other operating expenses were $17.8 million in the first nine months of 2012, a decline of $0.4 million or 2.2% from the $18.2 million in the first nine months of 2011 largely due to the one-time charges of $0.5 million related to the launch of GNT in 2011.

Total expenses, excluding the management fee, were $148.8 million for the nine months ended September 30, 2012, a 2.2% decrease from $152.1 million in the first nine months of 2011, primarily due to the $5.6 million in one-time charges related to the launch of GNT in the first nine months of 2011.

Operating income for the first nine months of 2012 was $86.4 million, an increase of $4.5 million from the 2011 period’s $81.9 million. Operating income, as a percentage of revenues, was 35.3% in the 2012 period as compared to 33.8% in the 2011 period. The 2011 operating income and operating margin were negatively impacted by $5.6 million in one-time charges related to the launch of GNT.

~~Other~~

Total other income, net of interest expense, was $2.4 million for the first nine months of 2012 versus an expense of $8.8 million in the prior year’s period. Realized and unrealized gains in our trading portfolio were $17.2 million in the 2012 period, an increase of $20.9 million versus an expense of $3.7 million in the first nine months of 2011. Included in the 2012 results are $6.3 million in charges related to total purchases of $64.6 million (face value) of the Company’s 0% Subordinated Debentures due 2015. We had repurchased $64.1 million (face value) of these 0% Subordinated Debentures through a tender offer which was completed in July 2012. Interest and dividend income was lower by $1.7 million. Interest expense increased by $1.7 million to $12.4 million in the first nine months of 2012 from the $10.7 million in the first nine months of 2011 due to higher average debt balances outstanding.

The effective tax rate for the nine months ended September 30, 2012 was 34.8% as compared to the prior year period’s effective rate of 36.9%. The 2012 nine month rate included a benefit of 1.6% resulting from the difference between the tax and book basis of Subordinated Debentures repurchased, including the tender offer completed in July 2012.

LIQUIDITY AND CAPITAL RESOURCES

Our principal assets are highly liquid in nature and consist of cash and cash equivalents, short-term investments, securities held for investment purposes, investments in mutual funds and investment ~~partnerships and offshore funds, both proprietary and external.~~partnerships. Cash and cash equivalents are comprised primarily of 100% U.S. Treasury money market funds managed by GAMCO. Although ~~the investment~~investments in partnerships and offshore funds are ~~for~~subject to restrictions on the ~~most part, illiquid,~~timing of distributions, the underlying investments of such partnerships or funds are, for the most part, liquid, and the valuations of these products reflect that underlying liquidity.

Summary cash flow data is as follows:

	Nine months ended						Three months ended
	September 30,						March 31,
	2012			2011			2013			2012
Cash flows provided by:	(in thousands)
Cash flows provided by (used in):							(in thousands)
Operating activities	$	79,185		$	73,494		$	81,032		$	47,611
Investing activities		3,454			2,573			5,950			1,092
Financing activities		(70,282	)		91,242			(4,255	)		(404	)
Effect of exchange rates on cash and cash equivalents		(12	)		(3	)		18			(9	)
Net increase		12,345			167,306			82,745			48,290
Cash and cash equivalents at beginning of period		276,340			169,601			190,608			276,340
Decrease in cash from deconsolidation		-			(1,251	)
Cash and cash equivalents at end of period	$	288,685		$	335,656		$	273,353		$	324,630

Cash ~~requirements~~ and liquidity ~~needs~~requirements have historically been met through cash generated by operating ~~activities~~income and our borrowing capacity. We filed a shelf registration with the SEC in ~~2009~~2012 which, among other things, provides us ~~the~~opportunistic flexibility to sell any combination of senior and subordinate debt securities, convertible debt securities, equity securities (including common and preferred stock), and other securities up to a total amount of ~~$400~~$500 million. ~~We replaced this~~The shelf registration with a new filing for up to $500 million on May 14, 2012. On May 31, 2011, the Company issued $100 million of senior unsecured notes at par. The net proceeds of $99.1 million were used for working capital and general corporate purposes. The notes mature June 1, 2021 and bear interest, payable semi-annually, at 5.875% per annum. The notes were issued pursuant to the Company’s shelf registration and there remainshas $400 million which remains available ~~under the shelf for future use. On~~through May 21, 2012, the Company commenced a tender offer (the “Offer”) to purchase up to $50 million aggregate principal amount (“face value”) of its 0% Subordinated Debentures (“Debentures”) due 2015 at a price to be determined under a “Modified Dutch Auction” procedure. On June 19, 2012, we amended the Offer to increase the maximum principal amount of Debentures the Company would purchase to the entire amount outstanding and extended the expiration date of the Offer to July 2, 2012. At the expiration of the Offer, the Company purchased $64.1 million in face value of Debentures (accreted value of $49.5 million) at a price of $870 per $1,000 principal amount for a total cost of $55.8 million. This transaction reduced the Company’s cash and cash equivalents by $55.8 million, debt outstanding by $49.5 million and resulted in a one-time loss on extinguishment of debt, net of management fees and tax benefit, of approximately $2.1 million or $0.08 per fully diluted share. Interest expense is expected to be reduced annually by $4.0 million in 2013, $4.3 million in 2014 and $4.6 million in30, 2015.

At ~~September 30, 2012,~~March 31, 2013, we had total cash and cash equivalents of ~~$288.7~~$273.4 million, an increase of ~~$12.4~~$82.7 million from December 31, ~~2011.~~2012. Cash and cash equivalents of $0.9 million and investments in securities of ~~$6.9~~$14.7 million held by consolidated investment partnerships and offshore funds may not be readily available for the Company to access. Total debt outstanding at ~~September 30, 2012~~March 31, 2013 was ~~$216.1~~$216.7 million, consisting of ~~$17.1~~$17.7 million in ~~five year zero coupon subordinated debentures due 2015 (“Debentures”),~~Debentures, with a face value of ~~$21.8~~$21.7 million, $100 million of 5.875% senior notes due 2021 and $99 million of 5.5% senior notes due 2013. We expect to fund the maturity of the 5.5% senior notes due May 15, 2013 from available cash balances.

For the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, cash provided by operating activities was ~~$79.2~~$81.0 million, an increase of ~~$5.7~~$33.4 million from cash provided in the prior year period of ~~$73.5~~$47.6 million. Cash was provided through ana decrease in contributions to partnerships of $19.8 million, a $14.5 million decrease in receivable from brokers, a $13.0 million increase in ~~net income of $11.8~~compensation payable, a $7.8 million ~~net distributions received from partnerships of $12.7~~decrease in investment advisory fees receivable, a $8.1 million ~~$6.3 million loss on repurchase of debt~~decrease in trading investments and ~~$6.9~~$2.3 million from other sources. Reducing cash was ~~an $8.1~~a $19.9 million ~~increase~~decrease in ~~receivable~~distributions from partnerships, a $10.9 million decrease in payable to brokers and a ~~$5.5~~$1.3 million ~~increase~~decrease in ~~trading investments and an $18.4 million increase in investment advisory fees receivable.~~net income. Cash provided by investing activities, related to purchases and proceeds from sales of available for sale securities, was ~~$3.5~~$6.0 million in the first ~~nine~~three months of ~~2012.~~2013. Cash used in financing activities in the first ~~nine~~three months of ~~2012~~2013 was ~~$70.3~~$4.3 million, including ~~$56.2 million for the repurchase of debt, $16.6~~$1.3 million paid in dividends, ~~and $12.4~~$2.0 million paid for the purchase of treasury stock ~~partially offset by $14.1~~and $1.1 million in net ~~contributions~~redemptions from redeemable noncontrolling interests ~~and $0.8~~less $0.1 million in proceeds from ~~the~~ exercise of stock options.

For the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, cash provided by operating activities was ~~$73.5~~$47.6 million. Cash provided by investing activities, related to purchases and proceeds from sales of available for sale securities, was ~~$2.6~~$1.1 million in the first ~~nine~~three months of ~~2011.~~2012. Cash ~~provided by~~used in financing activities in the first ~~nine~~three months of ~~2011~~2012 was ~~$91.2~~$0.4 million.

Based upon our current level of operations and anticipated growth, we expect that our current cash balances plus cash flows from operating activities and our borrowing capacity will be sufficient to finance our working capital needs for the foreseeable future. We have no material commitments for capital expenditures.

We have two broker-dealers, ~~Gabelli & Company~~G.research and G.distributors, which are subject to certain net capital requirements. Both broker-dealers compute their net capital under the alternative method permitted, which requires minimum net capital of the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3 promulgated under the Securities Exchange Act of 1934. The requirement was $250,000 for each broker-dealer at ~~September 30, 2012.~~March 31, 2013. At ~~September 30, 2012, Gabelli & Company~~March 31, 2013, G.research had net capital, as defined, of approximately ~~$7.9~~$6.8 million, exceeding the regulatory requirement by approximately ~~$7.7~~$6.6 million, and G.distributors ~~which became the distributor of the open-end mutual funds on August 1, 2011,~~ had net capital, as defined, of approximately ~~$3.9~~$4.2 million, exceeding the regulatory requirement by approximately ~~$3.6~~$4.0 million. Net capital requirements for our affiliated broker-dealers may increase in accordance with rules and regulations to the extent they engage in other business activities.

Market Risk

Our primary market risk exposure is to changes in equity prices and interest rates. Since over 90% of our AUM are equities, our financial results are subject to equity-market risk as revenues from our investment management services are sensitive to stock market dynamics. In addition, returns from our proprietary investment portfolio are exposed to interest rate and equity market risk.

The Company’s Chief Investment Officer oversees the proprietary investment portfolios and allocations of proprietary capital among the various strategies. The Chief Investment Officer and the Board of Directors review the proprietary investment portfolios throughout the year. Additionally, the Company monitors its ~~the~~ proprietary investment portfolios to ensure that they are in compliance with the Company’s guidelines.

Equity Price Risk

The Company earns substantially all of its revenue as advisory and distribution fees from our affiliated open-end and closed-end funds, Institutional and Private Wealth Management assets, and Investment Partnership assets. Such fees represent a percentage of AUM, and the majority of these assets are in equity investments. Accordingly, since revenues are proportionate to the value of those investments, a substantial increase or decrease in equity markets overall will have a corresponding effect on the Company's revenues.

With respect to our proprietary investment activities, included in investments in securities of ~~$235.4~~$229.3 million and investments in sponsored registered investment companies of ~~$64.2~~$64.3 million at ~~September 30, 2012~~March 31, 2013 were investments in United States Treasury Bills and Notes of ~~$28.7~~$50.0 million, mutual funds and closed-end funds, largely invested in equity products, of ~~$67.4~~$67.7 million, a selection of common and preferred stocks totaling ~~$203.1~~$174.7 million, and other investments of approximately ~~$0.4~~$1.2 million. In addition, we may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management. Of the approximately ~~$203.1~~$174.7 million invested in common and preferred stocks at ~~September 30, 2012, $32.2~~March 31, 2013, $35.2 million represented our investment in Westwood Holdings Group Inc., and ~~$77.1~~$38.5 million was invested by the Company in risk arbitrage opportunities in connection with mergers, consolidations, acquisitions, tender offers or other similar transactions. Risk arbitrage generally involves announced deals with agreed upon terms and conditions, including pricing, which typically involve less market risk than common stocks held in a trading portfolio. The principal risk associated with risk arbitrage transactions is the inability of the companies involved to complete the transaction. Securities sold, not yet purchased are stated at fair value and are subject to market risks resulting from changes in price and volatility. At ~~September 30, 2012,~~March 31, 2013, the fair value of securities sold, not yet purchased was ~~$3.8~~$6.4 million. Investments in partnerships totaled ~~$102.6~~$94.3 million at ~~September 30, 2012, $77.1~~March 31, 2013, $47.1 million of which consisted of investment partnerships and offshore funds which invest in risk arbitrage opportunities.

The following table provides a sensitivity analysis for our investments in equity securities and partnerships and affiliates which invest primarily in equity securities, excluding arbitrage products for which the principal exposure is to deal closure and not overall market conditions, as of ~~September 30,~~March 31, 2013 and December 31, 2012. The sensitivity analysis assumes a 10% increase or decrease in the value of these investments (in thousands):

Fair Value Fair Value
assuming assuming
10% decrease in 10% increase in
(unaudited) Fair Value equity prices equity prices
At September 30, 2012:
Equity price sensitive investments, at fair value $ 268,637 $ 241,773 $ 295,501
At December 31, 2011:
Equity price sensitive investments, at fair value $ 261,024 $ 234,922 $ 287,126

			Fair Value		Fair Value
			assuming		assuming
			10% decrease in		10% increase in
(unaudited)	Fair Value		equity prices		equity prices
At March 31, 2013:
Equity price sensitive investments, at fair value	$	295,870	$	266,283	$	325,457
At December 31, 2012:
Equity price sensitive investments, at fair value	$	273,271	$	245,944	$	300,598

Interest Rate Risk

Our exposure to interest rate risk results, principally, from our investment of excess cash in a sponsored money market fund that holds U.S. Government securities. These investments are primarily short term in nature, and the carrying value of these investments generally approximates fair value. Based on ~~September 30, 2012~~March 31, 2013 cash and cash equivalent balance of ~~$288.7~~$273.4 million, a 1% increase in interest rates would increase our interest income by ~~$2.9~~$2.7 million annually. Given that our current return on these cash equivalent investments is approximately ~~0.03%~~0.02% annually, an analysis of a 1% decrease is not meaningful.

As the advisor to a money market fund that invests 100% in U.S. Government securities, our exposure to interest rate risk results from the fund’s potential inability to earn a return in excess of the fund’s expenses. If the fund were not to earn a return on its $1.8 billion in assets, the advisor could be responsible to cover the fund’s expenses of approximately $540,000, or 0.03%, annually.

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. See Note A and the Company’s Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in GAMCO’s ~~2011~~2012 Annual Report on Form 10-K filed with the SEC on March ~~7, 2012~~8, 2013 for details on Significant Accounting Policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, GAMCO is exposed to risk of loss due to fluctuations in the securities market and general economy. Management is responsible for identifying, assessing and managing market and other risks.

Our exposure to pricing risk in equity securities is directly related to our role as financial intermediary and advisor for AUM in our affiliated open-end and closed-end funds, institutional and private wealth management accounts, and investment partnerships as well as our proprietary investment and trading activities. At ~~September 30, 2012,~~March 31, 2013, we had equity investments, including mutual funds largely invested in equity products, of ~~$270.9~~$293.6 million. Investments in mutual funds and closed-end funds, ~~$67.4~~$67.7 million, usually generate lower market risk through the diversification of financial instruments within their portfolios. In addition, we may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management. We also hold investments in partnerships which invest primarily in equity securities and which are subject to changes in equity prices. Investments in partnerships totaled ~~$102.6~~$94.3 million, of which ~~$77.1~~$47.1 million were invested in partnerships which invest in risk arbitrage. Risk arbitrage is primarily dependent upon deal closure rather than the overall market environment. The equity investment portfolio is at fair value and will move in line with the equity markets. The trading portfolio changes ~~will be~~are recorded as net gain from investments in the condensed consolidated statements of income while the available for sale portfolio changes ~~will be~~are recorded in other comprehensive income in the condensed consolidated statements of financial condition.

Item 4. Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2012.~~March 31, 2013. Disclosure controls and procedures as defined under the Exchange Act Rule 13a-15(e), are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in SEC rules and regulations. Disclosure controls and procedures include, without limitation, controls and procedures accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Co-Chief Accounting Officers (“CAOs”), to allow timely decisions regarding required disclosure. Our CEO, CFO, and CAOs participated in this evaluation and concluded that, as of the date of ~~September 30, 2012,~~March 31, 2013, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting as defined by Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Forward-Looking Information

Our disclosure and analysis in this report 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-Q 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.

Part II: Other Information

Item 1.	Legal Proceedings

From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. The Company cannot predict the ultimate outcome of such matters. With respect to one such matter, a subsidiary of the Company has agreed in principle, subject to an acceptable settlement document, to resolve an outstanding matter with FINRA regarding lapses in the subsidiary’s supervision of certain registered representatives in their role as general partners of outside private partnerships. The condensed consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which ~~are~~may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	The following table provides information with respect to the repurchase of Class A Common Stock of GAMCO during the three months ended ~~September 30, 2012:~~March 31, 2013:

(c) Total Number of (d) Maximum
(a) Total (b) Average Shares Repurchased as Number of Shares
Number of Price Paid Per Part of Publicly That May Yet Be
Shares Share, net of Announced Plans Purchased Under
Period Repurchased Commissions or Programs the Plans or Programs
7/01/12 - 7/31/12 - $ - - 345,265
8/01/12 - 8/31/12 19,489 46.20 19,489 325,776
9/01/12 - 9/30/12 27,937 48.90 27,937 297,839
Totals 47,426 $ 47.79 47,426

					(c) Total Number of		(d) Maximum
	(a) Total		(b) Average		Shares Repurchased as		Number of Shares
	Number of		Price Paid Per		Part of Publicly		That May Yet Be
	Shares		Share, net of		Announced Plans		Purchased Under
Period	Repurchased		Commissions		or Programs		the Plans or Programs
1/01/13 - 1/31/13		-	$	-		-		152,443
2/01/13 - 2/28/13		772		56.71		772		651,671
3/01/13 - 3/31/13		35,904		53.50		35,904		615,767
Totals		36,676	$	53.57		36,676

The Board of Directors increased the buyback authorization by 500,000 shares on February 5, 2013. Our stock repurchase programs are not subject to expiration dates.

Item 6.	(a) Exhibits

31.1

Certification of CEO pursuant to Rule 13a-14(a).

31.2

Certification of CFO pursuant to Rule 13a-14(a).

32.1

Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

	101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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 thereunto duly authorized.

GAMCO INVESTORS, INC.

(Registrant)

By: /s/ Kieran Caterina		By: /s/ Diane M. LaPointe
Name: Kieran Caterina		Name: Diane M. LaPointe
Title: Co-Chief Accounting Officer		Title: Co-Chief Accounting Officer

Date: ~~November 2, 2012~~May 7, 2013		Date: ~~November 2, 2012~~May 7, 2013

4033

	Three Months Ended September 30, 2012
	Prior to
	Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	82,489		$	(2	)	$	(1	)	$	(255	)	$	82,231
Total expenses		52,976			28			11			204			53,219
Operating income		29,513			(30	)		(12	)		(459	)		29,012
Total other income (expense), net		(2,032	)		78			34			474			(1,446	)
Income before income taxes		27,481			48			22			15			27,566
Income tax provision		8,467			-			-			-			8,467
Net income		19,014			48			22			15			19,099
Net loss attributable to noncontrolling interests		10			48			22			15			95
Net income attributable to GAMCO	$	19,004		$	-		$	-		$	-		$	19,004

	Three Months Ended September 30, 2011
	Prior to
	Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	80,237		$	(1	)	$	(1	)	$	(84	)	$	80,151
Total expenses		49,463			38			7			(18	)		49,490
Operating income		30,774			(39	)		(8	)		(66	)		30,661
Total other income (expense), net		(18,299	)		(109	)		66			(405	)		(18,747	)
Income before income taxes		12,475			(148	)		58			(471	)		11,914
Income tax provision		4,745			-			-			-			4,745
Net income		7,730			(148	)		58			(471	)		7,169
Net income/(loss) attributable to noncontrolling interests		31			(148	)		58			(471	)		(530	)
Net income attributable to GAMCO	$	7,699		$	-		$	-		$	-		$	7,699

	Nine Months Ended September 30, 2012
	Prior to
	Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	245,771		$	(4	)	$	(2	)	$	(761	)	$	245,004
Total expenses		158,146			76			30			361			158,613
Operating income		87,625			(80	)		(32	)		(1,122	)		86,391
Total other income, net		1,151			175			51			1,069			2,446
Income before income taxes		88,776			95			19			(53	)		88,837
Income tax provision		30,909			-			-			-			30,909
Net income		57,867			95			19			(53	)		57,928
Net income/(loss) attributable to noncontrolling interests		(78	)		95			19			(53	)		(17	)
Net income attributable to GAMCO	$	57,945		$	-		$	-		$	-		$	57,945

	Nine Months Ended September 30, 2011
	Prior to
	Consolidation			CFFs			Partnerships			Offshore Funds			As Reported
Total revenues	$	242,357		$	(5	)	$	(2	)	$	(213	)	$	242,137
Total expenses		159,869			97			30			223			160,219
Operating income		82,488			(102	)		(32	)		(436	)		81,918
Total other income (expense), net		(9,400	)		70			2			517			(8,811	)
Income before income taxes		73,088			(32	)		(30	)		81			73,107
Income tax provision		26,978			-			-			-			26,978
Net income		46,110			(32	)		(30	)		81			46,129
Net income/(loss) attributable to noncontrolling interests		121			(32	)		(30	)		81			140
Net income attributable to GAMCO	$	45,989		$	-		$	-		$	-		$	45,989

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2012		2011		2012		2011
Basic:
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	19,004	$	7,699	$	57,945	$	45,989
Weighted average shares outstanding		26,250		26,496		26,309		26,686
Basic net income attributable to GAMCO Investors, Inc.'s
shareholders per share	$	0.72	$	0.29	$	2.20	$	1.72

Diluted:
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	19,004	$	7,699	$	57,945	$	45,989

Weighted average share outstanding		26,250		26,496		26,309		26,686
Dilutive stock options and restricted stock awards		189		80		171		86
Total		26,439		26,576		26,480		26,772
Diluted net income attributable to GAMCO Investors, Inc.'s
shareholders per share	$	0.72	$	0.29	$	2.19	$	1.72

The Company reported Assets Under Management as follows (in millions):

Table I: Fund Flows - 3rd Quarter 2012
								Closed-end Fund
			Market					distributions,
	June 30,		appreciation/		Net cash			net of			September 30,
	2012		(depreciation)		flows			reinvestments			2012
Equities:
Open-end Funds	$	12,496	$	628	$	(366	)	$	-		$	12,758
Closed-end Funds		5,860		359		260			(114	)		6,365
Institutional & PWM - direct		11,655		602		(68	)		-			12,189
Institutional & PWM - sub-advisory		2,788		157		(33	)		-			2,912
Investment Partnerships		781		6		(2	)		-			785
SICAV (a)		126		1		(6	)		-			121
Total Equities		33,706		1,753		(215	)		(114	)		35,130
Fixed Income:
Money-Market Fund		1,893		-		(141	)		-			1,752
Institutional & PWM		63		-		-			-			63
Total Fixed Income		1,956		-		(141	)		-			1,815
Total Assets Under Management	$	35,662	$	1,753	$	(356	)	$	(114	)	$	36,945

Table III: Assets Under Management
	September 30,		September 30,		%
	2011		2012		Inc.(Dec.)
Equities:
Open-end Funds	$	11,469	$	12,758		11.2	%
Closed-end Funds		5,355		6,365		18.9
Institutional & PWM - direct		9,644		12,189		26.4
Institutional & PWM - sub-advisory		2,326		2,912		25.2
Investment Partnerships		627		785		25.2
SICAV (a)		-		121		n/m
Total Equities		29,421		35,130		19.4
Fixed Income:
Money-Market Fund		1,895		1,752		(7.5	)
Institutional & PWM		26		63		142.3
Total Fixed Income		1,921		1,815		(5.5	)
Total Assets Under Management	$	31,342	$	36,945		17.9	%

Gabelli/GAMCO Funds Morningstar Ratings Based on Risk Adjusted returns as of September 30, 2012 for funds that we manage
		Overall Rating		3 Year Rating		5 Year Rating		10 Year Rating
	Morningstar		# of		# of		# of		# of
FUND	Category	Stars	Funds	Stars	Funds	Stars	Funds	Stars	Funds
Gabelli ABC AAA	Mid-Cap Growth	êêê	673	ê	673	êêêêê	597	êê	429
Gabelli Asset AAA	Large Blend	êêêê	1524	êêêê	1524	êêêê	1328	êêêêê	832
Gabelli Dividend Growth AAA	Large Blend	êêêê	1524	êêê	1524	êêê	1328	êêêêê	832
Gabelli Equity Income AAA	Large Blend	êêêê	1524	êêê	1524	êêêê	1328	êêêêê	832
Gabelli Small Cap Growth AAA	Small Blend	êêêêê	597	êêêê	597	êêêêê	513	êêêêê	309
Gabelli SRI Green AAA	World Stock	êêêê	740	êêê	740	êêêêê	529	n/a	n/a
Gabelli Utilities AAA	Utilities	êêê	75	êê	75	êêêê	73	êêê	51
Gabelli Value A	Large Blend	êêê	1524	êêêêê	1524	êê	1328	êêê	832
Gabelli Focus Five AAA	Small Blend	êêê	597	êêê	597	êêê	513	n/a	n/a
GAMCO Vertumnus AAA	Convertibles	ê	64	êê	64	ê	51	ê	39
GAMCO Global Growth AAA	World Stock	êêêê	740	êêêê	740	êêêê	529	êêêê	299
GAMCO Global Opportunity AAA	World Stock	êêêê	740	êêê	740	êêê	529	êêêê	299
GAMCO Global Telecommunications AAA	Communications	êêê	45	êê	45	êêê	37	êêêê	28
Gabelli Gold AAA	Equity Precious Metals	êêê	70	êêêê	70	êêê	65	êêê	45
GAMCO Growth AAA	Large Growth	êê	1514	êê	1514	êê	1311	êê	867
GAMCO International Growth AAA	Foreign Large Growth	êêêê	218	êêêê	218	êêêê	173	êêê	98
GAMCO Mathers	Conservative Allocation	ê	561	ê	561	ê	474	ê	187
Gabelli Enterprise Mergers & Acquisitions A	Mid-Cap Blend	êê	373	êê	373	êêê	316	êê	199
Percent of Rated funds rated 4 or 5 stars		44.44%		33.33%		44.44%		43.75%

The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with its three, five and ten year (if applicable) Morningstar Rating metrics.
Data presented reflects past performance, which is no guarantee of future results. Ratings are for Class AAA or A shares noted above. Other classes may have different performance
characteristics. Unrated funds and closed-end funds are not listed above. The percentage of 4 and 5 star funds are calculated based on the total number of GAMCO/Gabelli
Funds that are rated for a given period. For each fund with at least a three year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return
measure (including the effects of sales charges, loads, and redemption fees) that accounts for variation in a fund's monthly performance, placing more emphasis on downward variations
and rewarding consistent performance. The top 10% of the funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2
stars, and the bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the
distribution percentages.) Strong relative performance is not indicative of positive fund returns. Performance for some funds was negative for certain periods. © 2012 Morningstar, Inc.
All rights reserved. The information contained herein: (1) is proprietaryto Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be
accurate, complete or timely. Neither Morningstar nor its contentproviders are responsible for any damages or losses arising from any use of this information. Investors should
carefully consider the investment objectives, risks, charges, andexpenses of each fund before investing. Each fund's prospectus contains information about these and other
matters and should be read carefully before investing. Each fund's share price will fluctuate with changes in the market value of the fund's portfolio securities. Stocks
are subject to market, economic and business risks that cause their prices to fluctuate. When you sell fund shares, they may be worth less than what you paid for them.
Consequently, you can lose money by investing in any of the funds. You can obtain a prospectus by calling 800-GABELLI (422-3554), online at www.gabelli.com, or from
your financial advisor. Distributed by G.distributors, LLC, One Corporate Center, Rye New York, 10580.
The inception date for the Gabelli SRI Green Fund was June 1, 2007. The inception date for the Gabelli Focus Five Fund was December 31, 2002.

GABELLI/GAMCO FUNDS		Gabelli/GAMCO Funds Lipper Rankings as of September 30, 2012
		1 Yr - 9/30/11-9/30/12		3 Yrs - 9/30/09-9/30/12		5 Yrs - 9/30/07-9/30/12		10 Yrs - 9/30/02-9/30/12
		Percentile	Rank /	Percentile	Rank /	Percentile	Rank /	Percentile	Rank /
Fund Name	Lipper Category	Rank	Total Funds	Rank	Total Funds	Rank	Total Funds	Rank	Total Funds
Gabelli Asset; AAA	Multi-Cap Core Funds	51	406/806	16	106/686	13	74/594	11	36/344
Gabelli Value Fund; A	Multi-Cap Core Funds	32	256/806	3	14/686	17	101/594	19	65/344
Gabelli SRI; AAA	Global Small/Mid-Cap Funds	84	87/103	60	53/88	8	5/70	-	-
Gabelli Eq:Eq Inc; AAA	Equity Income Funds	75	222/297	63	155/246	34	71/213	15	16/106
GAMCO Growth; AAA	Large-Cap Growth Funds	13	89/717	81	526/650	77	427/560	56	209/373
Gabelli Eq:SC Gro; AAA	Small-Cap Core Funds	75	528/712	44	272/621	12	63/535	11	35/324
Gabelli Focus Five Fund; AAA	Small-Cap Core Funds	7	45/712	47	292/621	39	204/535	-	-
GAMCO Gl:Oppty; AAA	Global Multi-Cap Growth	51	109/213	47	68/146	24	17/71	20	7/35
GAMCO Gl:Growth; AAA	Global Large-Cap Growth	6	4/78	16	11/70	33	20/61	27	12/44
Gabelli Gold; AAA	Precious Metal Funds	15	11/73	35	21/59	32	17/53	45	16/35
GAMCO Intl Gro; AAA	International Large-Cap Growth	56	121/216	6	11/204	17	26/160	43	49/115
Gabelli Dividend Growth Fund; AAA	Large-Cap Value Funds	65	293/456	57	231/410	19	66/347	2	3/225
Gabelli Inv:ABC; AAA	Specialty Diversified Equity Funds	57	27/47	52	16/30	41	11/26	23	2/8
GAMCO Mathers; AAA	Specialty Diversified Equity Funds	84	40/47	75	23/30	75	20/26	34	3/8
Comstock Cap Val; A	Specialty Diversified Equity Funds	96	46/47	91	28/30	89	24/26	78	7/8
GAMCO Gl:Telecom; AAA	Telecommunications Funds	66	25/37	74	25/33	50	13/25	34	6/17
GAMCO Gl:Vertumnus; AAA	Convertible Securities Funds	98	71/72	88	48/54	96	41/42	91	29/31
Gabelli Utilities; AAA	Utility Funds	50	37/73	75	51/67	15	9/62	63	27/42
787:Gabelli Merg&Acq; A	Mid-Cap Core Funds	100	373/375	97	318/330	65	179/278	98	181/184
Gabelli Capital Asset Fund	Distributed through Insurance Channel	17	48/290	5	14/279	19	51/262	10	15/143
% of funds in top half		35.0%		45.0%		75.0%		72.2%

Data presented reflects past performance, which is no guarantee of future results. Strong rankings are not indicative of positive fund performance. Absolute performance for some
funds was negative for certain periods. Other share classes are available which may have different performance characteristics.

Lipper, a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments including mutual funds, retirement funds, hedge funds, fund fees and
expenses to the asset management and media communities. Lipper ranks the performance of mutual funds within a classification of funds that have similar investment objectives.
Rankings are historical with capital gains and dividends reinvested and do not include the effect of loads. If an expense waiver was in effect, it may have had a material effect on the
total return or yield for the period.

Relative long-term investment performance remained strong with approximately 35%, 45%, 75% and 72% of firmwide mutual funds in the top half of their Lipper categories on a one-,
three-, five-, and ten-year total-return basis, respectively, as of September 30, 2012.

Investors should carefully consider the investment objective, risks, charges, and expenses of each fund before investing. Each fund's prospectus contains information about these
and other matters and should be read carefully before investing. Each fund’s share price will fluctuate with changes in the market value of the fund’s portfolio securities. Stocks
are subject to market, economic and business risks that cause their prices to fluctuate. When you sell fund shares, they may be worth less than what you paid for them.
Consequently, you can lose money by investing in a fund. You can obtain a prospectus by calling 800-GABELLI (422-3554), online at www.gabelli.com, or from your financial
advisor. Distributed by G.distributors, LLC., One Corporate Center, Rye New York, 10580. Other share classes are available that have different performance characteristics.

The inception date for the Gabelli SRI Green Fund was June 1, 2007. The inception date for the Gabelli Focus Five Fund was December 31, 2002.