January 5, 2006



Mail Stop 4561




Michael R. Anastasio
Vice President and Chief Financial Officer
One Corporate Center
Rye, NY 10580-1422

      Re:	Gabelli Asset Management Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005, June 30, 2005 and September 30, 2005
		File No. 001-14761

Dear Mr. Anastasio:

      We have reviewed your response letter filed on December 9,
2005
and have the following comments.

Form 10-K for the year ended December 31, 2004

Financial Statements

Note A - Significant Accounting Policies - Investments in
Partnerships and Affiliates, page F-10

1. We note your response to comments 1 and 2 of our letter dated
November 4, 2005.  It is still unclear to us how you concluded
that
the third-party equity holders` ability to remove their investment
represents, by analogy, an important right under SOP 78-9 that
would
preclude consolidation by the general partner/investment manager.
Tell us how you considered the ability of the general
partner/investment manager of each fund to a) increase or decrease
the redemption fee; b) suspend redemptions where the
partnership/fund
was unable to liquidate securities; and c) not redeem interests if
the partnership/fund did not have sufficient cash on hand, along
with
the fact that in most cases redemption

can only occur on a quarterly or annual basis, in determining that
control of partnership/fund was not held by the general
partner/investment manager.

2. Your response to comment 2 of our letter dated November 4, 2005
indicates that you believed the third-party equity holders`
ability
to remove their investments from the respective partnership/fund
was
a "substantive participating right" and therefore provided
sufficient
basis to preclude consolidation.  It appears you are analogizing
to
EITF 96-16 for this conclusion.  However, it is unclear to us how
you
concluded that this right was a "substantive participating right"
under EITF 96-16.  In this regard, it appears to us that this
right
is more consistent with a "protective right" under EITF 96-16,
which
would not have precluded consolidation.  Please advise.

3. In the first sentence of your response to comment 1 of our
letter
dated November 4, 2005, you indicate that the information provided
is
applicable to all partnerships/funds.  However, we note that the
redemption policy appears to vary among partnerships/funds. To
facilitate our understanding of equity holders` ability to remove
their investment as it relates to each individual partnership/fund
listed in Attachment I please provide us the following:

* Title and brief description of each partnership/fund identified
in
Attachment I indicating the date of inception;

* Clarify whether the equity ownership, other than that held by
you
and your affiliates, is concentrated or dispersed. Identify all
third
party equity ownerships greater than 10% for each
partnership/fund;

* Identify the circumstances under which the redemption fee can be
increased, decreased or waived at the sole discretion of the
General
Partner/Investment Manager;

* Clarify whether the General Partner/Investment Manager has
increased, decreased or waived the redemption fee in the past; and

* Identify the partnerships/funds in which the General
Partner/Investment Manager has the right to make distributions in
kind; and

* Identify the partnerships where you are a co-general partner
with
another party.





4. To help us better understand the third party equity holder
redemption rights common in most partnerships/funds please provide
us
with a copy of a private placement memorandum for one of your
funds
that is representative of most of your partnerships/funds.

5. To help us better understand how you determined that six of
your
partnerships are VIEs, and that you are not the primary
beneficiary
of any of these VIEs, please tell us the following:

* Your ownership in the entity, if any;

* The interests held by an unconsolidated related party in the
partnership;

* Whether you are a general partner, co-general partner, or just
the
investment manager;

* For the VIEs where you are the investment manager, please
clarify
the nature of the services provided, the rights and authority of
the
investment manager to make decisions, and the key terms of any
agreements governing this relationship;

* Whether the equity ownership, other than that held by you and
your
affiliates, is concentrated or dispersed.  Identify all third
party
equity ownerships greater than 10% for each partnership/fund; and

* Clarify in more detail how you considered the management fee and
incentive fee in determining that you were not the primary
beneficiary.  Please specifically discuss your consideration of
the
guidance in paragraphs B18 - B23 of FIN 46R.

6. Please confirm that you accounted for each of the fourteen
partnerships/funds, which you have determined not to be VIEs,
prior
to and upon the adoption of FIN 46R, under the equity method
accounting since obtaining an interest in the entity.  Also,
please
clearly indicate the entities in which your ownership interest
exceeded 50% and how you concluded the impact of not consolidating
these entities was not material.  In this regard, we refer you to
your response to comment 3 in your letter dated September 29,
2005.

* * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Detailed
letters
greatly facilitate our review.  Please


understand that we may have additional comments after reviewing
your
responses to our comments.

	You may contact Benjamin Phippen, Staff Accountant, at (202)
551-3697 or me at (202) 551-3423 if you have any questions.


Sincerely,



Amit Pande
Assistant Chief Accountant

Michael R. Anastasio Jr.
Vice President and Chief Financial Officer
Gabelli Asset Management, Inc.
January 5, 2006
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