[GILMAN & CIOCIA, INC. LETTERHEAD]

                             Corporate Headquarters
                   11 Raymond Avenue o Poughkeepsie, NY 12603
                       845.485-5278 tel o 845.622.3638 fax

                                                               December 18, 2007

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Paul Fischer

      Re: Gilman + Ciocia, Inc. ("Company")
          Registration Statement on Form S-1 ("Registration Statement")
          Filed October 26, 2007
          File No. 333-146955

Dear Mr. Fischer:

This letter provides the Company's response to the Staff's comment letter of
November 19, 2007 in which the Staff requested that the Company provide it with
a legal analysis as to why the transactions contemplated by the Registration
Statement should be regarded as a secondary offering that is eligible to be made
on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act
of 1933, as amended ("Act") rather than a primary offering where the selling
stockholders are actually underwriters selling on behalf of the Company. The
Company respectfully submits that the proposed sales by the selling stockholders
contemplated by the Registration Statement ("Transactions") are appropriately
characterized as a secondary offering that are eligible to be made on a shelf
basis under Rule 415(a)(1)(i) of the Act based on guidance set forth in The
Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations, Section D.29 (July 1997) (the "Section D.29 Interpretation").
The Section D.29 Interpretation states, in relevant part, as follows:

      "The question of whether an offering styled a secondary one is
      really on behalf of the issuer is a difficult factual one, not
      merely a question of who receives the proceeds. Consideration should
      be given to how long the selling shareholders have held the shares,
      the circumstances under which they received them, their relationship
      to the issuer, the amount of shares involved, whether the sellers
      are in the business of underwriting securities, and finally, whether
      under all the circumstances it appears that the seller is acting as
      a conduit for the issuer."

When applying these factors to the Transactions as set forth in more detail
below, the Company believes that the Transactions are appropriately
characterized as secondary offerings and, therefore, are eligible to be made on
a shelf basis under Rule 415(a)(1)(i).



The 80,000,000 shares of common stock sought by the Company to be covered by the
Registration Statement were issued in August 2007 and consist of (i) 40,000,000
shares issued pursuant to an Investor Purchase Agreement dated April 25, 2007
(the "Purchase Agreement") with Wynnefield Small Cap Value Offshore Fund, Ltd.,
Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value,
L.P.I and WebFinancial Corporation (the "Investment Purchasers") and (ii)
16,910,000 shares of common stock issued for cash proceeds of $1,691,000 and
23,090,000 shares of common stock issued for the conversion of $2,309,000 of
Company debt (the "Placement Shares"). The 40,000,000 Placement Shares were
issued to a total of 33 investors. Approximately 30,700,000 of the Placement
Shares were purchased by certain directors, officers and employees of the
Company and a limited liability company affiliated with an officer/director of
the Company and the remainder were family members and acquaintances of the
foregoing persons. The shares held by the selling stockholders were issued in an
exempt transaction pursuant to Section 4(2) of the Act and Rule 506 of
Regulation D promulgated under the Act

In connection with their purchases of common stock from the Company, each of the
selling stockholders has represented to the Company in writing, in substance
that (i) the shares were being acquired for his, her or its own account for
investment and (ii) the stockholder understood that the shares were "restricted
securities" under the federal securities laws inasmuch as they were being
acquired from the Company in a transaction not involving a public offering, and
that under such laws and applicable regulations such securities could be resold
without registration under the Act only in certain limited circumstances.

At the same time, as disclosed in the Registration Statement, the Investment
Purchasers, and certain of the Company's existing stockholders, entered into a
Stockholders Agreement relating to the ability to designate directors for
election to the Company's Board of Directors. Pursuant to the Stockholders
Agreement, Messrs. Nelson Obus and Frederick Wasserman were nominated to, and
currently serve on, the Company's Board.

We believe the fact that a significant amount of the Placement Shares are held
by persons who are officers, directors or employees of the Company, or
affiliates of such persons, who have had a vested interest in the Company for
extended periods of time, is further indication that these selling stockholders
acquired and are holding their shares long-term for investment and that these
stockholders do not appear to be acting in a manner consistent with that of an
underwriter. We also believe that the execution of the Stockholders Agreement
and the addition of the two designees of the Investment Purchasers demonstrates
their long-term commitment to the Company and underscores the fact that the
shares acquired by them were acquired for investment and not as in the capacity
as an underwriter on behalf of the Company. In this regard, as noted in Item 4
of their respective Schedule 13D's filed with the SEC in August 2007, the
Investment Purchasers reiterated that the Company shares they acquired in August
2007 were acquired for investment.

Prior to negotiating and entering into the Stock Purchase Agreement the Company
had no prior relationship or dealings with any of the Investment Purchasers.
Moreover, other than the shares the Company is seeking to register under the
Registration Statement, the Company has never registered any securities for
resale the selling stockholders or any affiliates of the selling stockholders.



Based solely on information supplied to us by the selling stockholders, the
Company does not believe that the selling stockholders are in the business of
underwriting securities. WebFinancial Corporation, through its subsidiaries,
operates in niche banking markets. The three Wynnefield funds are limited
partnership investment funds.

Although we recognize that the amount of shares the Company is seeking to
register represents a substantial amount of the Company's non-affiliate public
float of shares, approximately half of the shares are owned by a total of the 33
investors who purchased the 40,000,000 Placement Shares. As noted above,
approximately 30,700,000 of the Placement Shares were purchased by officers,
directors, or employees of the Company or their affiliates. The maximum number
of Placement Shares for which registration is being sought for any person, other
than officers, directors or employees of the Company or their affiliates is for
Christopher Kelly, and is less than 4% of the Company's outstanding common
stock. With respect to the shares held by the Investment Purchasers, it is
important to note that the registration of the shares on behalf of the
Investment Purchasers does not necessarily indicate their desire to sell the
shares. The Investment Purchasers will also benefit from the registration of the
shares since it will allow them, for financial statement purposes, to mark the
shares to market rather than to reflect them at a discounted to market basis.

Based upon the factors set forth above, we respectfully submit that, when
considering all the circumstances, none of the selling stockholders should be
deemed to be acting as a conduit for the Company with respect to the resale of
the shares for which registration is sought. We again note that, with respect to
the offering covered by the Registration Statement, each of the selling
stockholders has represented to the Company in writing in substance that it
acquired the Securities for its own account for investment. Moreover, based upon
representations received from the selling stockholders, to our knowledge, at the
time acquired the shares were acquired and at the time of filing of the
Registration Statement the selling stockholders did not have any agreement or
understanding, directly or indirectly, with any person to distribute any of the
shares. The Company therefore respectfully submits that the foregoing factors
support a finding that the Transactions are secondary offerings and, therefore,
are eligible to be made on a shelf basis under Rule 415(a)(1)(i).

The Company would appreciate the staff's prompt review of the comment response.
If you have any questions, please feel free to contact the undersigned at (845)
485-5278 or Ethan Seer. Esq. or Brad Shiffman, Esq. of Blank Rome LLP at (212)
885-5393 or (212) 885-5442, respectively.

                                                Very truly yours,


                                                /s/ Ted Finkelstein

                                                General Counsel


TF/mb

cc: Ethan Seer, Esq.; Brad Shiffman, Esq.; Michael Ryan; Karen Fisher; John
Levy; Yehuda Markovits, Esq.; Jonathan Zalkin, Esq.