August 30, 2005


Via Facsimile (212) 735-2000

Richard Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square, New York, New York 10036
(212) 735-3000

RE:	Gabelli Asset Management Inc.
      Schedule TO-I filed August 19, 2005
	File No. 005-56335

Dear Mr. Prins:

      We have the following comments on the above-referenced
filing:

Schedule TO-I
Item 10.

1. We note that you have incorporated by reference the financial
information required by Item 1010(a) of Regulation M-A.  Please
revise the disclosure document to include the summarized financial
information specified by Item 1010(c).  See Instruction 6 to Item
10 of Schedule TO and Q&A H.7 of the July 2001 Supplement to the
Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations available on our website at www.sec.gov.
Please advise us on how you intend to disseminate this information
to option holders.

Forward-Looking Statements, page 8

2. We reference your statement that except as required by law, you
"undertake no obligation to make any revisions to the forward-
looking statements contained in this offer to purchase or to update
them to reflect events or circumstances occurring after the date of the
offer to purchase."  This statement seems inconsistent with your
obligation to revise the offer materials to reflect any material changes
in the information disseminated to option holders.  See Rule 13e-4(e)(3).
Please revise or delete.

Conditions of the Offer, page 12

3. In the first paragraph you state that you may terminate this
offer if one of the listed events occurs and you determine in your
reasonable judgment that the occurrence of the event makes it
inadvisable to proceed with the offer. You have the right to
decide whether to terminate or proceed with your offer if a listed
offer condition is "triggered."  However, if you go forward with the
offer despite the occurrence of one of the listed events, you must
waive the applicable condition. Waiver of an offer condition may
require extension of the offer and dissemination of additional offer
materials. You may not use the language in the first paragraph of
this section to tacitly waive an offer condition by failing to
assert it. Please confirm your understanding in a supplemental response.

4. We refer to the first sentence of the first paragraph of this
section. In our view, you may condition a tender offer on any
number of conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. The phrase "regardless of the
circumstances giving rise to them" implies that you may assert an offer
condition even when the condition is "triggered" by your own action or
inaction.  Please revise the disclosure found here and in the last
paragraph.

5. We note your offer condition (a)(ii) regarding any event or
events occurring that "in [your] reasonable judgment, could materially
and adversely affect the business, condition (financial or other,)
income, operations or prospects of Gabelli. . . ."). Please revise
to specify or generally describe the prospects to which you refer and
clarify what you mean by conditions other than financial, to which
you refer, so that security holders will have the ability to
objectively determine whether the condition has been triggered.
Please make this revision throughout your document, including, but
not limited to, condition (b).

6. The last sentence of offer condition (a)(ii) is extremely broad
and vaguely drafted. It allows you to terminate the offer if any
change occurs that is or may be material to you or your
subsidiaries. While we have permitted offer conditions premised on
the existence of a material adverse change, which is somewhat of a
term of art, your condition as currently written goes well beyond
such a limit. Please revise to more precisely define the scope of
this paragraph. Consider summarizing what you deem to be the "material
benefits" you expect to realize from this offer.  Please make this
revision throughout your document, including, but not limited to,
condition (b).

7. We note your statement that "[a]ny determination or judgment by
us concerning the events described above will be final and binding on
all parties."  Please revise this sentence to more precisely
define its scope.  While you may assert an offer condition when it is
triggered, when parties contest asserted conditions, the judgments
of courts of law are generally considered final and binding in such
matters.

Additional Information, page 16

8. Schedule TO does not permit "forward" incorporation.
Therefore, please ensure that you amend the Schedule TO to
specifically reference the periodic reports you wish to incorporate,
as they are filed.  Please revise this disclosure as appropriate.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the Company and its management are in possession of all
facts relating to a Company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      As appropriate, please amend your filing in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

	Direct any questions to me at (202) 551-3257.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.


						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions