United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 12b-25

(Check One) |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form SAR
            |_| Form N-CSR

                        For Period Ended JANUARY 31, 2004

                        |_| Transition Report on Form 10-K
                        |_| Transition Report on Form 20-F
                        |_| Transition Report on Form 11-K
                        |_| Transition Report on Form 10-Q
                        |_| Transition Report on Form N-SAR
                        For the Transition Period Ended:________________

  Read Instruction (on back page) Before Preparing Form. Please Type or Print.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification
relates:___________________________________________

PART I - REGISTRANT INFORMATION

Gyrodyne Company of America, Inc.
Full Name of Registrant


-------------------------------
Former Name if Applicable

102 Flowerfield
Address of Principal Executive Offices (Street and Number)

St. James, New York 11780
City, State and Zip Code

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be competed. (Check box if appropriate)

      (a)   The reason described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense.

      (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
            portion thereof, will be filed on or before the fifteenth calendar
|_|         day following the prescribed due date; or the subject quarterly
            report or transition report on Form 10-Q, or portion thereof, will
            be filed on or before the fifth calendar day following the
            prescribed due date; and


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      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

(Attach extra Sheets if Needed)

The Registrant has encountered delays in gathering certain financial data. As a
result, the Form 10-QSB for the period ended January 31, 2004 has not been
completed and accordingly, this notification is being filed.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

         Stephen V. Maroney                 (631)               584-5400
               (Name)                    (Area Code)        (Telephone Number)

      (2)   Have all other periodic reports required under Section 13 or 15(d)
            of the Securities Exchange Act of 1934 or Section 30 of the
            Investment Company Act of 1940 during the preceding 12 months or for
            such shorter period that the registrant was required to file such
            report(s) been filed? If answer is no, identify report(s).

            Yes |X| No |_|

      (3)   Is it anticipated that any significant change in results of
            operations from the corresponding period for the last fiscal year
            will be reflected by the earnings statements to be included in the
            subject report or portion thereof?

            Yes |_| No |X|

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

                        Gyrodyne Company of America, Inc.
                  (Name of Registrant as Specified in Charter)

      has caused this notification to be signed on its behalf by the undersigned
      hereunto duly authorized.


     Date: March 12, 2004                            By: /s/ Stephen V. Maroney
                                                         -----------------------

      INSTRUCTION: The form may be signed by an executive officer of the
      registrant or by any other duly authorized representative. The name and
      title of the person signed the form shall be typed or printed beneath the
      signature. If the statement is signed on behalf of the registrant by an
      authorized representative (other than an executive officer), evidence of
      the representative's authority to sign on behalf of the registrant shall
      be filed with the form.

                                    ATTENTION

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).


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