US Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JANUARY 31, 2006

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________

Commission file number 0-1684
Gyrodyne Company of America, Inc.
(Exact name of small business issuer as specified in its charter)

            New York                             11-1688021
            --------                             ----------
(State or other jurisdiction of      (IRS Employer Identification No.)
 incorporation or organization)

102 Flowerfield, St. James, N.Y. 11780
(Address of principal executive offices)

(631) 584-5400
(Issuer's telephone number)

(Former name, former address and former fiscal year,
if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[ ] No[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12,13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,237,219 shares of common stock, par value $1.00 per share, as of January 31, 2006

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]

Seq. Page 1

INDEX TO QUARTERLY REPORT OF GYRODYNE COMPANY OF AMERICA, INC.
QUARTER ENDED JANUARY 31, 2006

                                                                       Seq. Page

Form 10-QSB Cover                                                            1

Index to Form 10-QSB                                                         2

Part I Financial Information                                                 3

Item I Financial Statements                                                  3

Consolidated Balance Sheet (unaudited)                                       3

Consolidated Statements of Operations (unaudited)                            4

Consolidated Statements of Cash Flows (unaudited)                            5

Footnotes to Consolidated Financial Statements                               6

Item 2 Management's Discussion and Analysis or Plan of Operation             8

Item 3 Controls and Procedures                                              12

Part II - Other Information                                                 12

Item 4 Submission of Matters to a Vote of Security Holders                  12

Item 6 Exhibits                                                             13

Signatures                                                                  13

Seq. Page 2

Part I Financial Information

Item I Financial Statements

GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

ASSETS                                                                         January 31,
------                                                                            2006
                                                                              ------------
REAL ESTATE
 Rental property:
   Land                                                                       $      3,017
   Building and improvements                                                     2,811,138
   Machinery and equipment                                                         146,842
                                                                              ------------
                                                                                 2,960,997
 Less accumulated depreciation                                                   2,483,671
                                                                              ------------
                                                                                   477,326
                                                                              ------------

 Land held for development                                                         558,466
                                                                              ------------

      Total real estate, net                                                     1,035,792

CASH AND CASH EQUIVALENTS                                                        1,346,183
RENT RECEIVABLE, net of allowance for doubtful accounts of $48,813                  79,490
CONDEMNATION ADVANCE PAYMENT RECEIVABLE                                         26,898,977
PREPAID EXPENSES AND OTHER ASSETS                                                  198,158
PREPAID PENSION COSTS                                                            1,162,504
                                                                              ------------
     Total Assets                                                             $ 30,721,104
                                                                              ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

LIABILITIES:
  Accounts payable and accrued expenses                                       $    843,492
  Tenant security deposits payable                                                 165,472
  Income taxes payable                                                             153,416
  Deferred income taxes                                                          9,889,135
                                                                              ------------
      Total liabilities                                                         11,051,515
                                                                              ------------

STOCKHOLDERS' EQUITY:
  Common stock, $1 par value; authorized 4,000,000 shares;
     1,531,086 shares issued                                                     1,531,086
 Additional paid-in capital                                                      8,032,134
 Retained earnings                                                              11,946,855
                                                                              ------------
                                                                                21,510,075
  Less the cost of 293,867 shares of common stock held in the treasury          (1,840,486)
                                                                              ------------
      Total stockholders' equity                                                19,669,589
                                                                              ------------
      Total liabilities and stockholders' equity                              $ 30,721,104
                                                                              ============

See notes to consolidated financial statements

Seq. Page 3

GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

                                                    Nine Months Ended            Three Months Ended
                                                        January 31,                  January 31,
                                                 -------------------------    -------------------------
                                                     2006          2005           2006          2005
                                                 -----------   -----------    -----------   -----------
REVENUE FROM RENTAL PROPERTY                     $ 1,313,177   $ 1,534,315    $   332,477   $   506,771
                                                 -----------   -----------    -----------   -----------

RENTAL PROPERTY EXPENSES:
  Real estate taxes                                  155,573       114,742         74,664        39,508
  Operating and maintenance                          320,108       518,877        138,607       197,496
  Interest expense                                         0        29,516              0        10,523
  Depreciation                                        53,048        54,175         15,677        18,059
                                                 -----------   -----------    -----------   -----------
TOTAL RENTAL PROPERTY EXPENSES                       528,729       717,310        228,948       265,586
                                                 -----------   -----------    -----------   -----------

INCOME FROM RENTAL PROPERTY                          784,448       817,005        103,529       241,185
                                                 -----------   -----------    -----------   -----------

GENERAL AND ADMINISTRATIVE EXPENSES                1,567,291     1,291,093        697,383       513,787
                                                 -----------   -----------    -----------   -----------

OTHER INCOME:
  Gain on condemnation of property                20,710,339             0     20,710,339             0
  Gain on sale of real estate                      1,136,705        87,439              0        87,439
  Gain on sale of equipment                                0        12,000              0        12,000
  Interest on condemnation advance payment           583,977             0        583,977             0
  Interest income                                     43,034        80,380         12,153        26,260
                                                 -----------   -----------    -----------   -----------
TOTAL OTHER INCOME                                22,474,055       179,819     21,306,469       125,699
                                                 -----------   -----------    -----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES                 21,691,212      (294,269)    20,712,615      (146,903)

PROVISION (BENEFIT) FOR INCOME TAXES               8,676,485      (117,708)     8,285,046       (58,762)
                                                 -----------   -----------    -----------   -----------

  NET INCOME (LOSS)                              $13,014,727   $  (176,561)   $12,427,569   $   (88,141)
                                                 ===========   ===========    ===========   ===========

  NET INCOME (LOSS) PER COMMON SHARE:
    Basic                                        $     10.61   $     (0.15)   $     10.08   $     (0.07)
                                                 ===========   ===========    ===========   ===========
    Diluted                                      $     10.23   $     (0.15)   $      9.75   $     (0.07)
                                                 ===========   ===========    ===========   ===========

  WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
      Basic                                        1,227,119     1,170,902      1,232,871     1,186,418
                                                 ===========   ===========    ===========   ===========
      Diluted                                      1,272,195     1,170,902      1,274,648     1,186,418
                                                 ===========   ===========    ===========   ===========

See notes to consolidated financial statements

Seq. Page 4

GYRODYNE COMPANY OF AMERICA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                                           Nine Months Ended
                                                                               January 31,
                                                                       ----------------------------
                                                                           2006            2005
                                                                       ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                    $ 13,014,727    $   (176,561)
                                                                       ------------    ------------
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
      Depreciation and amortization                                          85,796          85,978
      Bad debt expense                                                       18,000          54,000
      Deferred income taxes                                               8,284,135        (117,708)
      Pension expense                                                        87,022         169,151
      Gain on condemnation of property                                  (20,710,339)              0
      Gain on sale of equipment                                                   0         (12,000)
      Gain on sale of real estate                                        (1,136,705)        (87,440)
      Changes in operating assets and liabilities:
      Increase in assets:
        Land development costs                                             (256,434)       (650,258)
        Accounts receivable                                                 (35,181)       (110,119)
        Interest receivable on condemnation advance payment                (583,977)              0
        Prepaid expenses and other assets                                   (47,784)       (193,722)
        Prepaid pension costs                                               (50,000)              0
      Increase (decrease) in liabilities:
        Accounts payable and accrued expenses                               125,123         (16,488)
        Income taxes payable                                                153,416           6,885
        Tenant security deposits                                            (63,812)         12,636
                                                                       ------------    ------------
      Total adjustments                                                 (14,130,740)       (859,085)
                                                                       ------------    ------------
      Net cash used in operating activities                              (1,116,013)     (1,035,646)
                                                                       ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property, plant and equipment                               (3,080)        (13,394)
   Proceeds from sale of equipment                                                0          12,000
   Proceeds from mortgage receivable                                      1,300,000         100,000
                                                                       ------------    ------------
      Net cash provided by investment activities                          1,296,920          98,606
                                                                       ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of loans payable                                                 (5,558)         (7,956)
  Proceeds from exercise of stock options                                   326,429         625,079
                                                                       ------------    ------------
      Net cash provided by financing activities                             320,871         617,123
                                                                       ------------    ------------

Net increase (decrease) in cash and cash equivalents                        501,778        (319,917)

Cash and cash equivalents at beginning of period                            844,405       1,562,643
                                                                       ------------    ------------

Cash and cash equivalents at end of period                             $  1,346,183    $  1,242,726
                                                                       ============    ============

See notes to consolidated financial statements

Seq. Page 5

FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Quarterly Presentations:

The accompanying quarterly financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The financial statements of the Registrant included herein have been prepared by the Registrant pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management, reflect all adjustments which are necessary to present fairly the results for the three and nine month periods ended January 31, 2006 and 2005.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

This report should be read in conjunction with the audited financial statements and footnotes therein included in the Annual Report on Form 10-KSB for the fiscal year ended April 30, 2005.

The results of operations for the three and nine month periods ended January 31, 2006 are not necessarily indicative of the results to be expected for the full year.

2. Principle of Consolidation:

The accompanying consolidated financial statements include the accounts of Gyrodyne Company of America, Inc. ("Company") and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

3. Earnings Per Share:

Basic earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Dilutive earnings per share gives effect to stock options and warrants which are considered to be dilutive common stock equivalents. Basic loss per common share was computed by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted loss per common share does not give effect to the impact of options because their effect would have been anti-dilutive. Treasury shares have been excluded from the weighted average number of shares.

The following is a reconciliation of the weighted average shares:

                                  Nine months ended     Three Months Ended
                                      January 31,           January 31,
                                 --------------------  --------------------
                                    2006       2005       2006       2005
                                 ---------  ---------  ---------  ---------
Basic                            1,227,119  1,170,902  1,232,871  1,186,418
Effect of dilutive securities       45,076          0     41,777          0
                                 ---------  ---------  ---------  ---------
Diluted                          1,272,195  1,170,902  1,274,648  1,186,418
                                 =========  =========  =========  =========

4. Condemnation Proceedings:

On November 2, 2005, the State University of New York at Stony Brook (the "University") filed the requisite deed with the Suffolk County Clerk's Office and vested title in 245 acres of our Flowerfield property in Stony Brook / Saint James, N.Y. This action was taken by the University pursuant to the Eminent Domain Procedural Law (EDPL) which governs condemnation authority in the State of New York. Earlier actions by the University included an Advance Payment Notice which proposed to acquire the subject acreage for a total purchase price of $26.3 million. The Company rejected that proposal since it did not represent the current value of the property and filed notice that it will pursue additional compensation in the New York State Court of Claims where valuation disputes are litigated. Payment of the $26.3 million amount, which the Company has elected under the EDPL to accept as an advance payment, is due and payable to the Company within a reasonable and practical timeframe and has been accrued as of January 31, 2006. Under current law, both the advance payment and any additional award from the Court of Claims bear interest at the rate of 9% simple interest from the date of the taking. As of January 31, 2006, $583,977 of interest has been accrued and is included in the condemnation advance payment receivable. The estimated gain resulting from the condemnation of the property, based upon the advance payment of $26.3 million, is approximately $20.7 million. The rental revenue lost from tenants who occupied a portion of the condemned property is approximately $52,000 a month.

Seq. Page 6

According to Section 1033 of the Internal Revenue Code, if the Company were to replace the condemned property with like kind property within three years (or such extended period if requested and approved by the Internal Revenue Service at its discretion) after the close of the current fiscal year, the Company may defer the recognition of the gain and defer paying tax until the newly acquired property is disposed of. Whether any taxable income is recognized depends on whether the Company uses the proceeds to purchase replacement property. As a result of the condemnation of the Flowerfield property, the Company has accrued a termination fee to DPMG Inc., dba Landmark National, related to a contractual agreement to design and build a golf course as part of the proposed residential community at Flowerfield. At January 31, 2006, $500,000 has been accrued in connection with the termination fee.

5. Income Taxes:

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

6. Revolving Credit Note:

The Company has $1,750,000 available under a revolving credit line with a bank, bearing interest at a rate of prime plus one percent which was 8.50% at January 31, 2006. The line is secured by certain real estate and expires on June 1, 2006. As of statement date, there is a zero balance under this credit facility.

7. Reclassifications:

Certain reclassifications have been made to the consolidated financial statements for the three and nine months ended January 31, 2005 to conform to the classification used in the current fiscal year.

8. Stock Options:

In December 2004, the FASB issued Statement No. 123(R), ("FAS 123(R)") "Share-Based Payment". This statement replaces FASB Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". FAS 123(R) covers a wide range of share-based compensation, including stock options, and requires that the compensation cost relating to share-based transactions be measured at fair value and recognized in the financial statements. Public entities filing as small business issuers will be required to apply Statement 123(R) in the first interim or annual reporting period beginning after December 15, 2005. Prior to adopting FAS 123(R), the Company elected the disclosure only provision of FAS 123 in accounting for employee stock options. Had the Company recorded compensation expense for the stock options based on the fair value at the grant date for awards in the three and the nine months ended January 31, 2005 consistent with the provisions of SFAS 123, the net effect on net income (loss) and net income
(loss) per share would not have been material. The Company had no share based compensation expense for the three and nine months ended January 31, 2006.

9. Retirement Plans:

The Company records net periodic pension benefit cost pro rata throughout the year. The following table provides the components of net periodic pension benefit cost for the plan for the three and nine months ended January 31, 2006 and 2005:

                                             Nine Months Ended           Three Months Ended
                                                January 31,                 January 31,
                                          ------------------------    ------------------------
                                             2006          2005          2006          2005
                                          ----------    ----------    ----------    ----------
Pension Benefits
Service Cost                              $  103,820    $   97,475    $   34,607    $   32,492
Interest Cost                                 93,957        96,870        31,319        32,290
Expected Return on Plan Assets              (171,168)     (124,372)      (57,056)      (41,458)
Amortization of Prior-Service Cost            54,553        54,123        18,184        18,615
Amortization of Net Loss                       5,860        45,055         1,953        15,019
                                          ----------    ----------    ----------    ----------

Net Periodic Benefit Cost After
 Curtailments and Settlements             $   87,022    $  169,151    $   29,007    $   56,958
                                          ==========    ==========    ==========    ==========

During the nine months ended January 31, 2006, the Company made a $50,000 contribution to the plan. The Company has no minimum required contribution for the April 30, 2006 plan year.

Seq. Page 7

10. Recent Accounting Pronouncements:

In March 2005, the FASB issued Financial Interpretation Number ("FIN") 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS 143 (Asset Retirement Obligations)". FIN 47 addresses diverse accounting practices that have developed with regard to the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity should have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective for fiscal years ending after December 15, 2005. We do not expect the adoption of SFAS No. 154 to have a significant impact on our results of operations or financial position.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement replaces APB No. 20 and SFAS No. 3 and changes the requirements for the accounting for and reporting of a change in accounting principle. APB No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income for the period of the change the cumulative effect of changing to the accounting principle. SFAS No. 154 requires retrospective application to prior periods' financial statements of voluntary changes in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of SFAS No. 154 to have a significant impact on our results of operations or financial position.

In February 2006, the FASB issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments," an amendment of FASB Statements No. 133 and 140. SFAS No. 155 improves financial reporting by eliminating the exemption from applying Statement No. 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. This Statement also improves financial reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement (new basis) event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be split into two. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. SFAS No. 155 is not expected to have a material impact on our financial condition or results of operations.

Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The statements made in this Form 10-QSB that are not historical facts contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, other variations or comparable terminology. Important factors, including certain risks and uncertainties with respect to such forward-looking statements, that could cause actual results to differ materially from those reflected in such forward looking statements include, but are not limited to, the effect of economic and business conditions, including risk inherent in the Long Island, New York and Palm Beach County, Florida real estate markets, the ability to obtain additional capital in order to develop our existing real estate and other risks detailed from time to time in our SEC reports. We assume no obligation to update the information in this Form 10-QSB.
Critical Accounting Policies

The consolidated financial statements of the Company include accounts of the Company and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the Company's consolidated financial statements and related notes. In preparing these financial statements, management has utilized information available including its past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. However, application of the critical accounting policies below involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In addition, other companies may utilize different estimates, which may impact comparability of the Company's results of operations to those of companies in similar businesses.
Revenue Recognition

Rental revenue is recognized on a straight-line basis, which averages minimum rents over the terms of the leases. The excess of rents recognized over amounts

Seq. Page 8

contractually due, if any, is included in deferred rents receivable on the Company's balance sheets. Certain leases also provide for tenant reimbursements of common area maintenance and other operating expenses and real estate taxes. Ancillary and other property related income is recognized in the period earned.
Real Estate

Rental real estate assets, including land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are also stated at cost. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

Depreciation is computed utilizing the straight-line method over the estimated useful life of ten to thirty years for buildings and improvements and three to twenty years for machinery and equipment.

The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company's net income. Should the Company lengthen the expected useful life of a particular asset, it would be depreciated over more years, and result in less depreciation expense and higher annual net income.

Real estate held for development is stated at the lower of cost or net realizable value. In addition to land, any future land development and construction costs as well as real estate held for development, will include interest, real estate taxes and related development and construction overhead costs which will be capitalized during the development and construction period.

Net realizable value represents estimates, based on management's present plans and intentions, of sale price less development and disposition cost, assuming that disposition occurs in the normal course of business.
Long Lived Assets

On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired. A property's value is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. Such future cash flow estimates consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment occurs, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property.

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Company's net income, since an impairment charge results in an immediate negative adjustment to net income. In determining impairment, if any, the Company has adopted Financial Accounting Standards Board ("FASB") Statement No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets."
Stock-Based Compensation

In December 2004, the FASB issued Statement No. 123(R), ("FAS 123(R)") "Share-Based Payment". This statement replaces FASB Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". FAS 123(R) covers a wide range of share-based compensation, including stock options, and requires that the compensation cost relating to share-based transactions be measured at fair value and recognized in the financial statements. Public entities filing as small business issuers will be required to apply Statement 123(R) in the first interim or annual reporting period beginning after December 15, 2005.
Condemnation Proceedings

On November 2, 2005, the State University of New York at Stony Brook (the "University") filed the requisite deed with the Suffolk County Clerk's Office and vested title in 245 acres of our Flowerfield property in Stony Brook / Saint James, N.Y. This action was taken by the University pursuant to the Eminent Domain Procedural Law (EDPL) which governs condemnation authority in the State of New York. Earlier actions by the University included an Advance Payment Notice which proposed to acquire the subject acreage for a total purchase price of $26.3 million. The Company rejected that proposal since it did not represent the current value of the property and filed notice that it will pursue additional compensation in the New York State Court of Claims where valuation disputes are litigated. Payment of the $26.3 million amount, which the Company has elected under the EDPL to accept as an advance payment, is due and payable to the Company within a reasonable and practical timeframe. Under current law, both the advance payment and any additional award from the Court of Claims bear interest at the rate of 9% simple interest from the date of the taking, November 2, 2005. As we have reported in earlier disclosures on the potential

Seq. Page 9

condemnation of all or some of the Flowerfield acreage, the Court of Claims, among other things, reviews the highest and best use of the property and the probability that the highest and best use could have been achieved. Although we cannot predict the outcome of our action in the Court of Claims or the potential that the University or the State of New York will attempt to negotiate a settlement, we are confident that the Company can present a credible case for additional compensation for the condemned property.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2006
AS COMPARED TO THE THREE AND NINE MONTHS ENDED JANUARY 31, 2005

The Company is reporting net income of $12,427,569 for the quarter ended January 31, 2006 compared to a net loss of $88,141 for the same period last year and net income of $13,014,727 for the nine month period then ended compared to a net loss of $176,561 for the first nine months of last year.

Diluted per share earnings and (losses) amounted to $9.75 and $(0.07) for the three months ended January 31, 2006 and 2005, respectively, and $10.23 and $(0.15) for the nine month periods of 2006 and 2005, respectively.

The current period results are primarily attributable to a $26,315,000 "Advance Payment" notification in connection with the condemnation of 245 acres of the Company's Flowerfield property located in Stony Brook/Saint James, New York. The property, which has been under the threat of an eminent domain taking, was condemned by the State University of New York at Stony Brook (Stony Brook University) on November 2, 2005. A detailed description surrounding that event is outlined in Footnote 4 of this filing. Additionally, as previously reported in our prior quarterly filing, the Company received payment of $1,300,000 representing the remaining balance on a loan secured by a mortgage held on certain properties sold in fiscal 2003.

Revenue from rental property declined during both reporting periods and was mainly a result of the aforementioned condemnation which included a 45,000 square foot building occupied by two major tenants. For the current three month period, revenue amounted to $332,477, a decrease of $174,294 when compared to the $506,771 reported for the same period last year. Of that total decrease, the two tenants lost via the condemnation accounted for $136,917. The balance of the quarterly decline in revenue was primarily attributable to a lease termination by one tenant. Revenue amounted to $1,313,177 and $1,534,315 for the nine months ending January 31, 2006 and 2005, respectively, a decrease of $221,138 for the period. Of that total decrease, $125,983 was attributable to the two tenants lost via the condemnation and $99,900 was related to two other tenants who terminated their occupancy at Flowerfield.

Rental property expenses declined in both the three and nine month reporting periods totaling $228,948 and $528,729, respectively, for the current year and $265,586 and $717,310, respectively, for the same periods during the prior year. There were several contributing factors to the three month variance of $36,638; salaries and benefits decreased by $25,041, fuel costs were reduced by $10,287 due to a milder winter, insurance premiums were reduced by $9,937, security services and outside service costs related to property management were also reduced by $8,705 and $11,085, respectively. Interest expense also declined by $10,523 as a result of the Company having no borrowings outstanding against its revolving credit facility. These decreases were partially offset by increased real estate taxes of $35,156 which reflect the fact that pre condemnation real estate taxes were capitalized to land development costs. For the nine months ending January 31, 2006, expenses decreased by $188,581. Contributing factors include the aforementioned decrease in salaries and benefits of $60,285, a reduction in insurance premiums of $82,075, savings in security services of $25,236 and a decrease in interest expense of $29,516 which again reflects the fact that there were no outstanding borrowings against the Company's revolving credit facility. The decrease in salaries and benefits is the result of a downsizing in staffing levels and the reduction in insurance premiums is attributable to the collection of $54,577 in tenant billings; the Company was also able to reduce annual premiums by $27,498. In addition, maintenance and repairs were below the prior year by $22,716 primarily reflecting a decrease in air conditioning repair and maintenance of $16,786. The only major increase from the prior year is reflected in the aforementioned pre condemnation real estate taxes in the amount of $40,831.

As a result of the foregoing, income from rental property declined for both the three and nine month reporting periods, totaling $103,529 compared to $241,185 for the quarter ending January 31, 2006 and 2005, respectively, and $784,448 and $817,005 for the nine month periods of 2006 and 2005, respectively. Based on the condemnation, we anticipate the current quarter results to be fairly reflective of the future earnings capacity of the remaining rental property operation.

General and administrative expenses increased for the quarter ended January 31, 2006, totaling $697,383 compared to $513,787 for the same period last year. The $183,596 increase was attributable to several factors primarily comprised of expenses relating to the annual meeting and legal and financial consulting fees related to the development of the Company's strategic plan totaling $157,218, and condemnation costs of $48,288. There were also additional directors fees of $15,923 primarily due to an increase in the number of Board meetings held in the current quarter as well as increased salaries and benefits of $7,771, and insurance premium increases of $8,971. Offsetting the foregoing were decreases in bad debt expense and pension costs of $42,000 and $27,951, respectively. For the current nine month period, expenses increased by $276,198 and totaled $1,567,291 compared to $1,291,093 during the prior year. Major contributing factors included the aforementioned quarterly expenses for annual meeting and legal and financial consulting fees as well as condemnation costs. Expenses for the nine month period also included $116,130 in fees associated with the

Seq. Page 10

engagement of investment bankers. The additional costs over the prior year also included similar increases to the quarterly results with an increase of $17,995 in salaries and benefits, insurance premium increases of $26,915, and directors fees of $27,678. Legal and consulting expenses also increased by $19,531. Similar declines to the third quarter were also recorded during the nine month period reflecting decreases in pension costs and bad debt expenses of $82,130 and $36,000, respectively.

Other income for the reporting period includes primarily the "Advance Payment" from the condemnation, net of certain capitalized expenses and the carrying value of the subject real estate which totaled $5,604,661 and the proceeds from the mortgage payment mentioned above. The net gain before tax from the condemnation amounted to $20,710,339 and is reflected in both the three and nine month results. For the three month period ended January 31, 2006, other income totaled $21,306,469 reflecting the accrual of the aforementioned condemnation payment plus interest on the Advance Payment totaling $583,977 which is based on the statutory rate of 9% established by New York State law; other income totaled $125,699 for the same quarter during the prior year. For the nine month period ending January 31, 2006, other income totaled $22,474,055, reflecting the same accrued receivables described in the quarterly results. In addition, the year to date results include $1,136,705 related to the proceeds from the mortgage payment mentioned earlier in this report.

As a result, the Company is reporting income before taxes totaling $20,712,615 and $21,691,212 for the three and nine months ended January 31, 2006, respectively, compared to a loss before taxes of $146,903 and $294,269 for the three and nine month periods ended January 31, 2005, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $1,116,013 and $1,035,646 during the nine months ended January 31, 2006 and 2005, respectively. The principal use of cash in the current period was primarily related to proceeds received from the gain on sale of real estate. The primary use of cash in the prior year were funds used in connection with planning and pre-construction costs associated with land development plans for the golf course community. The Company also incurred costs included in the capitalized land development costs pertaining to legal, and communication costs to shareholders and the community regarding the potential condemnation of the Company's property by Stony Brook University.

Net cash provided by investing activities was $1,296,920 and $98,606 during the nine months ended January 31, 2006 and 2005, respectively. The cash provided by investing activities in the current period represents payment in full of the Company's mortgage receivable while the cash provided by investing activities in the prior period was primarily from a partial payment of the aforementioned mortgage receivable.

Net cash provided by financing activities was $320,871 and $617,123 during the nine months ended January 31, 2006 and 2005, respectively. The net cash provided during both periods was primarily the result of proceeds from the exercise of stock options. The Company has a $1,750,000 revolving credit line with a bank at a rate of prime plus one percent which was 8.50% at January 31, 2006. The unused portion of the credit line, which is the total line of $1,750,000, will enhance the Company's financial position and liquidity and is available, if needed, to fund any unforeseen expenses.

As of January 31, 2006, the Company had cash and cash equivalents of $1,346,183 and anticipates having the capacity to fund normal operating and administrative expenses and its regular debt service requirements. Working capital, which is the total of current assets less current liabilities as shown in the accompanying chart, amounted to $27,324,355 at January 31, 2006. As a result of the condemnation of the Company's Flowerfield property by Stony Brook University, the Company recorded a receivable of $26.9 million which includes the principal of $26.3 million plus interest, and wrote off costs attributable to the residential golf course community and other land development costs totaling $5.6 million. Net prepaid expenses and other assets shown in the accompanying chart does not include $36,073 and $77,079 of furniture and fixtures and loan origination fees for the nine months ended January 31, 2006 and 2005, respectively.

Seq. Page 11

                                                       January 31,
                                                -------------------------
                                                    2006          2005
                                                -----------   -----------
Current assets:
  Cash and cash equivalents                     $ 1,346,183   $ 1,242,726
  Rent receivable, net                               79,490       149,201
  Condemnation receivable                        26,898,977             0
  Mortgage receivable                                     0     1,700,000
  Net prepaid expenses and other assets             162,085       318,892
                                                -----------   -----------
      Total current assets                       28,486,735     3,410,819
                                                -----------   -----------

Current liabilities:
   Accounts payable and accrued expenses            843,492       251,512
   Tenant security deposits payable                 165,472       207,612
   Income taxes payable                             153,416             0
   Current portion of loans payable                       0         7,411
                                                -----------   -----------
       Total current liabilities                  1,162,380       466,535
                                                -----------   -----------

Working capital                                 $27,324,355   $ 2,944,284
                                                ===========   ===========

LIMITED PARTNERSHIP INVESTMENT

Our limited partnership investment in the Callery Judge Grove, LP is carried on the Company's balance sheet at $0 as a result of recording losses equal to the carrying value of the investment. This investment represents a 10.93% ownership interest in a limited partnership that owns a 3500+ acre citrus grove in Palm Beach County, Florida. The land is currently the subject of a change of zone application for a mixed use of residential, commercial and industrial development. We have no current forecast as to the likelihood of, or the timing required to achieve, these entitlements that might impact the Grove's value.

(c) OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3 CONTROLS AND PROCEDURES

The Company's management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2006. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer has concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions regardless of how remote.

There have been no changes in the Company's internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during the Company's last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II Other Information

Items 1 through 3 and item 5 are not applicable to the three months ended January 31, 2006.

Item 4 Submission of Matters to a Vote of Security Holders

The Company's annual shareholder meeting for Fiscal Year 2005 was held on December 9, 2005. On each matter submitted to shareholders, the votes were as follows:

Seq. Page 12

To elect two directors, Elliot H. Levine and Robert H. Beyer to serve for a term of three years or until their successors shall be elected and shall qualify:
Elliot H. Levine; votes for 972,403, votes withheld 68,013; Robert H. Beyer; votes for 795,013, votes withheld 245,403.

Messrs. Lamb, Maroney, Palmedo, Smith and Macklin continue to serve as directors in accordance with their terms of office.

To ratify the engagement of Holtz Rubenstein Reminick, LLP as independent certified public accountants and auditors for the fiscal year ending April 30, 2006; votes for 894,403, votes against 3,254, votes abstain 142,759.

Approval of the amendment of Gyrodyne's by-laws to allow shareholders holding an aggregate of at least 30% of the outstanding shares of Gyrodyne common stock to call special meetings; votes for 685,101, votes against 33,887, votes abstain 863.

Approval of the shareholder proposal to engage promptly an investment banking firm to pursue a sale of the Company; votes for 221,511, votes against 488,134, votes abstain 10,206.

Item 6 Exhibits

3.1    Restated Certificate of Incorporation of Gyrodyne Company of America,
       Inc. incorporated herein by reference to the Annual Report on Form
       10-KSB/A filed with the Securities and Exchange Commission on September
       5, 2001.

3.2    Amended and Restated By-laws of Gyrodyne Company of America, Inc.

31.1   Rule 13a-14(a)/15d-14(a) Certification.

32.1   CEO/CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted
       pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GYRODYNE COMPANY OF AMERICA, INC.

Date: March 09, 2006               /S/ Stephen V. Maroney
                                   ----------------------
                                   Stephen V. Maroney
                                   President, Chief Executive Officer
                                    and Treasurer

Date: March 09, 2006               /S/ Frank D'Alessandro
                                   ----------------------
                                   Frank D'Alessandro
                                   Controller

Seq. Page 13

Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
GYRODYNE COMPANY OF AMERICA, INC.

(Incorporated Under the Laws of the State of New York)

AMENDED AS OF DECEMBER 9, 2005

These By-laws are supplemental to the New York Business Corporation Law and other applicable provisions of law, as the same shall from time to time be in effect.

ARTICLE I. OFFICES. The principal office shall be in the Village of St. James, Town of Smithtown, County of Suffolk, State of New York. The Corporation may have offices and places of business at such other places, both within and without the State of New York, as may be determined by the Board of Directors.

ARTICLE II. MEETINGS OF STOCKHOLDERS.

Section 201. Place of Meetings. All meetings of the stockholders shall be held at such place or places, within or without the State of New York, as shall be determined by the Board of Directors from time to time.

Section 202. Annual Meetings. The annual meeting of the stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such date or hour as may be fixed by the Board of Directors. Any business which is a proper subject for stockholder action may be transacted at the annual meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable law or these By-Laws.

Section 203. Special Meetings. Special meetings of the stockholders may be called at any time by (i) the President, (ii) the Chairman of the Board, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies, or (iv) Qualified Stockholders holding at least thirty percent (30%) of all the votes entitled to be cast on any issue proposed to be considered at the special meeting. For purposes of this Section, a Qualified Stockholder shall mean a person who shall have been a stockholder of the Corporation for at least six (6) months immediately preceding the request for a special meeting.

Section 204. Notice of the Meetings.

(a) Written or printed notice, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by first class mail. Notice may be given by third class mail, in which event, the notice shall be given not fewer than twenty-four (24) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation or at such other address given by the stockholder in accordance with law.

(b) Any previously scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Section 205. Quorum. The holders of a majority of the votes of shares entitled to vote thereat shall constitute a quorum at any meeting of stockholders for the transaction of business except as otherwise provided by law.

Section 206. Conduct of Stockholders' Meetings; Adjournment.

(a) The Chairman of the Board shall preside at all stockholders' meetings. In the absence of the Chairman of the Board, the President shall preside. The Officer presiding over the stockholders' meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting, and shall fix and announce at the meeting the date and time of the opening and

the closing of the polls for each matter upon which the stockholders will vote at the stockholders' meeting. Subject to Section 302 of these By-Laws, unless the Officer presiding over the stockholders' meeting otherwise requires, stockholders need not vote by ballot on any question.

(b) The presiding Officer at a stockholders' meeting or a majority of the shares of the Corporation present thereat, represented in person or by proxy, may adjourn the meeting from time to time, whether or not there is a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 207. Inspectors of Election. At least two inspectors of election shall be appointed by the Board of Directors to serve at each annual or special meeting of stockholders. Such inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives.

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. If there are three or more inspectors, the act of a majority shall govern. On request of the presiding Officer or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting.

Section 208. Action of Stockholders. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, in all matters other than the election of directors (which is governed by Section 302 of these By-Laws), the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

Section 208. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the Corporation's notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-Law and who (in the case of nominations of persons for election to the Board of Directors of the Corporation) has continuously held at least $2000 in market value, or 1%, of the Corporation's outstanding capital stock entitled to vote for at least one year by such date of giving of notice or who is entitled to cast votes with respect to at least 5% percent of the outstanding capital stock of the Corporation, and who complies with the notice procedures set forth in this By-Law.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of this By-Law, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reason for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the books of the Corporation, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner and the length of time such shares were held.
2

(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice required by paragraph (a)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.

(c) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible for serve as directors and only such business shall be conducted at a meeting of the stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise required by law, the Officer presiding over such stockholders' meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this By-Law, "public announcement" shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

ARTICLE III. DIRECTORS AND BOARD MEETINGS.

Section 301. Management by Board of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

Section 302. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors.
3

Section 303. Number of Directors. The Board of Directors shall consist of not less than three (3) nor more than nineteen (19) directors, who need not be stockholders. Within these limits, the number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors.

Section 304. Classification of Directors. The directors in office shall be divided, with respect to the time for which they severally hold office, into three classes: Class I, Class II and Class III. The term of office of the Class I directors will expire at the 1997 annual meeting of stockholders, the term of office of the Class II directors will expire at the 1998 annual meeting of stockholders and the term of office of the Class III directors will expire at the 1999 annual meeting of stockholders following their election, and shall hold office until their successors have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1997 annual meeting, directors elected to succeed the directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following their election. Directors shall hold office until their successors have been duly elected and qualified, provided, however, that a director may resign. If the number of directors is not evenly divisible into thirds, the Board shall determine which Class or Classes shall have one extra director. Any additional director of any Class elected to the Board of Directors to fill a vacancy from an increase in such Class shall hold office for the term that expires as to that Class. The tenure of a director shall not be affected by any decrease in the number of directors so made by the Board.

Section 305. Removal and Vacancies. Any director or directors may be removed at any time, but only for "cause" by the affirmative vote of two-thirds (2/3) of the directors then in office or by vote of the stockholders at a special meeting called for that purpose. "Cause" for purposes hereof shall be defined as criminal acts, misfeasance of office or other similar acts. If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, increase in the authorized number of directors, or otherwise, the remaining directors, though less than a quorum or by the sole remaining director shall choose a successor, successors or additional directors who shall hold office for the remainder of the term of the vacant office. In the event of a vacancy, the Board of Directors, may, in its discretion, reduce the number of directors by allowing the vacated office to remain vacant. In the event that the Board of Directors increases the number of directors, such new directors will be elected by the Board of Directors to a Class or Classes of directors so designated by the Board for the term(s) to expire at the annual meeting(s) of the Corporation next electing such Class or Classes, except as otherwise required by law.

Section 306. Quorum. A majority of the directors shall constitute a quorum at any meeting except as otherwise provided by law but a lesser number may adjourn any meeting from time to time and the meeting may be held as so adjourned without further notice.

Section 307. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary calling the meeting. The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of stockholders at which the Directors are elected. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors. If a regular meeting is not to be held at the time and place designated by the Board of Directors, notice of such meeting, which need not specify the business to be transacted thereat and shall be given (a) if by mail, at least five (5) days, or (b) if by telecopy, facsimile, telegraph, cable or other recorded communications or delivered personally or by telephone, not less than two (2) days before the time of such meeting, excepting the Organization Meeting following the election of Directors. Notices shall be given to each director at the addresses that he/she has furnished to the Secretary as the address for such notices.

Except as otherwise provided by law or in these by-laws herein, a majority of those directors present and voting at any meeting of the Board of Directors, if a quorum is present at such time, shall decide each matter considered. A director cannot vote by proxy, or otherwise act by proxy, at a meeting of the Board of Directors.

Section 308. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, or in his absence, by the President, or at the request of three or more members of the Board of Directors. A special meeting of the Board of Directors shall be deemed to be any meeting other than the regular meeting of the Board of Directors. Notice of the time and place of every special meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board (a) if by mail, at least seventy-two (72) hours or (b) if by telecopy, facsimile, telegraph, cable or other recorded communications or delivered personally or by telephone, not less than eighteen hours before the time of such meeting, excepting the Organization Meeting following the election of Directors. Notices shall be given to each director at the addresses that he has furnished to the Secretary as the address for such notices.

Waiver of Notice in writing by any director of any special meeting of the Board or of any committee thereof, whether prior or subsequent to such meeting, or attendance at such meeting by any director, shall be equivalent to notice to such directors of such meeting.
4

Section 309. Report and Records. The reports of Officer and Committees and the records of the proceedings of all Committees shall be filed with the Secretary of the Corporation and presented to the Board of Directors, if practicable, at its next regular meeting. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. When a Director shall request it, the vote of each Director upon a particular question shall be recorded in the minutes.

Section 310. Committees.

(a) Executive Committee. The Board of Directors shall appoint three or more of its directors to act as an Executive Committee. The Committee shall be comprised of the Chairman and other directors. Such Committee shall, when the Board of Directors is not meeting, assume such duties and perform such services as may be assigned to it by the Board of Directors, with the same force and effect as though the Board of Directors had performed the same. A quorum of the Executive Committee shall be constituted when a majority of the same are present.

The Executive Committee has all the authority of the Board of Directors, except with respect to certain matters that by statute may not be delegated by the Board of Directors. The Committee acts only in the intervals between meetings of the full Board of Directors. It acts usually in those cases where it is not feasible to convene a special meeting of the Board or where the agenda is the technical completion of undertakings already approved in principle by the Board.

All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration. The Executive Committee shall fix its own rules of procedure and shall meet where and as provided by such rules, or by resolution of the Board of Directors, but in every case the presence of a majority of its members shall be necessary to constitute a quorum.

In every case, the affirmative vote of a majority of all members of the Committee present at the meeting shall be necessary to its adoption of any resolution.

(b) Other Committees of this Board. The Board of Directors may appoint directors to comprise one or more of the following Committees who shall serve at the pleasure of the Board.

(1) Audit Committee. The Committee shall be comprised of non-employee directors. The duties of the Committee include recommendation of the independent accountants to be appointed by the Board; approval of the scope of the accountants' examination and other services; review of financial statements, including auditors' opinions and management letters, and reporting to the Board the Committee's recommendation with respect thereto; review of financial and/or fiscal policies and policy decisions; determination of the duties and responsibilities of the officer with internal auditing responsibility; approval of the scope of such officer's work and review of the results thereof and, through review of the results of internal and external audits, monitoring of internal programs to ensure compliance with laws, regulations and the Company's responsibilities for financial reporting to the public.

(2) Executive Compensation Committee. The Committee shall be comprised of non-employee directors. The duties of the Committee include approval of salaries to be paid to senior executive officers; approval of or delegation to the President of the authority to approve the salaries of all other officers; and the annual review of all significant financial relationships which directors and officers have with the company, directly or indirectly. The duties also include investigation of any complaints concerning possible conflicts of interests involving directors or officers of the Company, recommendations to the Board of actions to be taken to remove any such conflicts and recommendation of policies or procedures designed to avoid any such conflicts of interest.

(3) Stock Option Committee. The Committee shall be comprised of non-employee directors not eligible to participate in the Company's 1993 Stock Incentive Plan or other stock option plans for the benefit of Company employees. The duties of the Committee involve the review and administration of employee stock option plans for the benefit of officers and employees maintained by the Company, including the granting of options and awards with respect thereto.

(4) Nominating Committee. The Committee shall be comprised of the Chairman of the Board and non-employee directors. The duties of the Committee include recommendation to the Board with respect to nominees for election as directors; and recommendation to the Board with respect to the composition of all Committees of the Board other than the Executive and Nominating Committees.

A majority of the number of members of any Committee shall constitute a quorum for the transaction of business. The action of a majority of members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.
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ARTICLE IV. OFFICERS.

Section 401. Officers. The Officers of the Corporation shall be a Chairman, a President, a Secretary, a Treasurer, and such other Officers and Assistant Officers, as the Board of Directors may from time to time deem advisable. Except for President and Secretary, the Board may refrain from filling any of the said offices at any time and from time to time. Except as otherwise required by applicable law, the same individual may hold any two (2) or more offices. The Officers shall be elected by the Board of Directors at the time, in the manner and for such terms as the Board of Directors from time to time shall determine. Any Officer may be removed at any time, with or without cause, and regardless of the term for which such Officer was elected, but without prejudice to any contract right of such Officer. Each Officer shall hold his office for the current year for which he was elected or appointed by the Board unless he shall resign, becomes disqualified, or be removed at the pleasure of the Board of Directors.

Section 402. Chairman of the Board. The Board of Directors shall elect a Chairman of the Board at the first regular meeting of the Board following each annual meeting of stockholders at which Directors are elected. The Chairman of the Board shall be a member of the Board of Directors and shall preside at the meetings of the Board and perform such other duties as may be prescribed by the Board of Directors.

Section 403. President. The President shall have general supervision of all of the departments and business of the Corporation and shall prescribe the duties of the other Officers and Employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. The President shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to authorized documents and instruments requiring such execution, except to the extent that signing and execution thereof shall have been delegated to some other Officer or Agent of the Corporation by the Board of Directors or by the President. The President shall be a member of the Board of Directors. In the absence or disability of the Chairman of the Board or his/her refusal to act, the President shall preside at meetings of the Board. In general, the President shall perform all the duties and exercise all of the powers and authorities incident to such office or as prescribed by the Board of Directors.

Section 404. Secretary. The Secretary shall act under the supervision of the President or such other Officers as the President may designate. Unless the Board has elected a Secretary to the Board of Directors, or unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all of the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required by these By-laws or otherwise. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors. The Secretary shall keep a seal of the Corporation, and, when authorized by the Board of Directors or the President, cause it to be affixed to any documents and instruments requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, President, or such other Supervising Officer as the President may designate.

Section 405. Treasurer. The Treasurer shall act under the supervision of the President or such other Officer as the President may designate. The Treasurer shall have custody of the Corporation's funds and such other duties as may be prescribed by the Board of Directors, President or such other Supervising Officer as the President may designate.

Section 406. General Powers. The Officers are authorized to do and perform such corporate acts as are necessary in the carrying on of the business of the Corporation, subject always to the direction of the Board of Directors.

ARTICLE V. INDEMNIFICATION.

Section 501. Mandatory Indemnification.

(a) The Corporation shall, to the full extent permitted by the New York Business Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director, officer or employee of the Corporation or any of its subsidiaries or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (c) of this Section 501, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. Any right of indemnification so provided shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any
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such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the New York Business Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to any employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this By-Law or otherwise.

(b) To obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceedings for which indemnification is claimed a Change of Control (as hereinafter defined), in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten days after such determination.

(c) If a claim under paragraph (a) of this Section 501 is not paid in full by the Corporation within thirty days after a written claim pursuant to paragraph (b) of this By-Law has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the New York Business Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New York Business Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d) If a determination shall have been made pursuant to paragraph (b) of this Section 501 that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this Section 501.

(e) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this Section 501 that the procedures and presumptions of this Section 501 are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this By-Law.

(f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-Law shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this Section 501 shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

(g) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New York Business Corporation Law. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this Section 501, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.
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(h) The Corporation may, to the extent authorized from time to time by the Board of Directors or the stockholders of the Corporation by resolution thereof, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section 501 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation, or to any directors or officers of the Corporation to the extent such rights are permitted by law and not available under this Section 501.

(i) If any provision or provisions of this Section 501 shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Section 501 (including, without limitation, each portion of any paragraph of this Section 501 containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Section 501 (including, without limitation, each such portion of any paragraph of this Section 501 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(j) For purposes of this By-Law:

(1) "Change of Control" means

(A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of the Corporation's Common Stock or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Corporation Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control; (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (C) of this Section 501(j)(1); or

(B) Individuals who, as of August 1, 2001, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to August 1, 2001 whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(C) Consummation by the Corporation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation or the acquisition of assets of another entity (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting securities of the Corporation immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Corporation's outstanding common stock and outstanding voting securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(D) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(2) "Disinterested Director" means a director of the Corporation who is not and was not a party to the action or proceeding in respect of which indemnification is sought by the claimant.
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(3) "Independent Counsel" means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant's rights under this By-Law.

(k) Any notice, request or other communication required or permitted to be given to the Corporation under this By-Law shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VI. SHARES OF CAPITAL STOCK

Section 601. Authority to Sign Share Certificates. Every share certificate of the Corporation shall be signed by the President or Vice President and by the Secretary or one of the Assistant Secretaries. Certificates may be signed by a facsimile signature of the President and the Secretary or one of the Assistant Secretaries of the Corporation.

Section 602. Lost of Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such person shall have: (a) requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) provided the Corporation with an indemnity agreement satisfactory in form and substance to the Board of Directors, or the President or the Secretary; and (c) satisfied any other reasonable requirements (including providing an affidavit and a surety bond) fixed by the Board of Directors, or the President or the Secretary.

ARTICLE VII. GENERAL

Section 701. Corporate Seal. The seal of the corporation shall be circular in form and shall contain the name of the Corporation, the year "1946" and the words "Corporate Seal, New York."

Section 702. Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of May in each year and end on the thirtieth (30th) day of April in each year.

Section 703. Record Date. The Board of Directors may fix any time whatsoever not less than ten (10) nor more than sixty (60) days prior to the date of any meeting of stockholders, or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into effect, as a record date for the determination of the stockholders entitled to notice of, or to vote at, any such meetings, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.

Section 704. Emergency By-Laws. In the event of any emergency resulting from a nuclear attack or similar disaster, and during the continuance of such emergency, the following By-Laws provisions shall be in effect, notwithstanding any other provisions of the By-Laws:

(a) A meeting of the Board of Directors or of any Committee thereof may be called by any Officer or director upon one (1) hour's notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify;

(b) The director or directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and

(c) These By-Laws may be amended or repealed, in whole or in part, by a majority vote of the directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.

Section 705. Severability. If any provision of these By-Laws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these By-Laws and such other provisions shall continue in full force and effect.

ARTICLE VIII. AMENDMENT OR REPEAL.

Section 801. Amendments. These By-Laws may be altered or amended or repealed by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, at any annual meeting of the
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stockholders or at any special meeting of the stockholders if notice of the proposed alteration or amendment or repeal be contained in the notice of such special meeting, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or amendment or repeal be contained in the notice of such special meeting.

ARTICLE IX. APPROVAL OF RESTATED AND AMENDED BY-LAWS

Section 901. Approval and Effective Date. These Amended and Restated By-laws have been approved as the By-laws of the Corporation this 9th day of December, 2005, and shall be effective as of said date.
Peter A. Pitsiokos, Secretary

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Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Stephen V. Maroney, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Gyrodyne Company of America, Inc. (the "Company");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. As the Company's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. As the Company's sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: March 09, 2006

                              /S/ Stephen V. Maroney
                              ----------------------
                              Stephen V. Maroney,
                              President, Chief Executive Officer
                               and Chief Financial Officer

Exhibit 32.1

CEO/CFO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Gyrodyne Company of America, Inc. (the "Company") on Form 10-QSB for the period ended January 31, 2006 as filed with the Securities and Exchange Commission (the "Report"), I, Stephen V. Maroney, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.

Date: March 09, 2006

                                   /S/ Stephen V. Maroney
                                   ----------------------
                                   Stephen V. Maroney,
                                   President, Chief Executive Officer
                                    and Chief Financial Officer