SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
6,560
8. SHARED VOTING POWER
1,000
9. SOLE DISPOSITIVE POWER
68,866_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
68,866
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.84%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
30,700
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
30,700__________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
30,700
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.60%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Gyrodyne Company of
America, Inc. ("GYRO"). The principal executive offices of GYRO
are located at 102 Flowerfield, St. James, N.Y. 11780.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Phillip Goldstein, 60
Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, 43
Waterford Drive, Montville, NJ 07045.
Phillip Goldstein is a self employed investment advisor. He is
also President of Kimball and Winthrop, Inc., an investment
advisory firm. Andrew Dakos is President of Elmhurst Capital,
Inc., an investment advisory firm and Managing Member of the
general partner of Full Value Partners L.P,. an investment fund.
During the last 5 years none of the reporting persons have been
convicted in a criminal proceeding, nor been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which they were or are subject to a
judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Mr. Goldstein and Mr. Dakos are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Mr. Goldstein and Mr. Dakos have accumulated shares on
behalf of accounts that are managed by them. All funds that have
been utilized to purchase such shares are from such accounts or
from margin loans from broker dealers where these accounts are
held.
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons intend to communicate with management
regarding strategic options for the company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the quarterly report filed on 12/13/04 there were
1,179,407 shares of common stock outstanding as of 10/31/04. the
percentages set forth in this item were derived using such
number.
Mr. Phillip Goldstein is deemed to be the beneficial owner of
68,866 shares of GYRO or 5.84% of the outstanding shares. Mr.
Dakos is deemed to be the beneficial owner of 30,700 shares or
2.60% of the outstanding shares.
b. Power to dispose of securities resides solely with Mr.
Goldstein for 68,866 shares. Power to vote securities resides
solely with Mr. Goldstein for 6,560 shares and jointly for 1,000
shares. Power to dispose and vote securities resides solely with
Mr. Dakos for 30,700 shares.
c. During the last 60 days the following shares of GYRO were
purchased (there were no sales):
2/8/2005 12,500 @ 38
2/4/2005 6,000 @ 38
2/3/2005 6,000 @ 38
2/1/2005 3,510 @ 38
1/26/2005 1,600 @ 39.987
1/25/2005 7,400 @ 38.9871
1/7/2005 400 @ 38
12/23/04 500 # 38
12/15/2004 3,000 @ 38
d. Beneficiaries of accounts managed by Mr. Goldstein and Mr.
Dakos are entitled to receive any dividend and sales proceeds.
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: 2/14/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1.
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below aqree
to the joint filing on behalf of each of them of the schedule 13D
(and all further amendments filed by them) with respect to the
shares of GYRO.
DATED: 2/14/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos