GYRODYNE CO OF AMERICA INC 

	Filing Type:	SCD 13D 
	Description:	A00 
	Filing Date:	03/29/06 

	Ticker:	GYRO 
	Cusip:	403820 
	State:	NY 
	Country:	US 
	Primary SIC:	6519 
	Primary Exchange:	NSD 
	Billing Cross Reference:	 
	Date Printed:	04/10/06

Table of Contents

To jump to section, click on hypertexted page number

Filing Sections

Document	
Base	
Cover Page	
Interest in Securities	
Exhibits Filed	
Signatures	

SCHEDULE 13D 
 
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 
3/20/06 

1. NAME OF REPORTING PERSON 
Bulldog Investors, Phillip Goldstein, Andrew Dakos 

2. CHECK THE BOX IF MEMBER OF A GROUP                  a{X} 
 
                                                       b{} 
 
3. SEC USE ONLY 
 
4. SOURCE OF FUNDS 
NA 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) AND 2(e)                        {} 
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
USA 
________________________________________________________________ 
 
7. SOLE VOTING POWER 
 
NA 
 
8. SHARED VOTING POWER 
NA 
 
9. SOLE DISPOSITIVE POWER 
 
NA____________________________________________________ 
 
10. SHARED DISPOSITIVE POWER 
0 
 
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 
 
206,964 
 
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   {} 
___________________________________________________________ 
 
13. PERCENT OF CLASS REPRESENTED BY ROW 11 
 
16.72% 
 
14. TYPE OF REPORTING PERSON 
 
NA 
___________________________________________________________ 
 
1. NAME OF REPORTING PERSON 
Phillip Goldstein 

2. CHECK THE BOX IF MEMBER OF A GROUP                  a{X} 
 
                                                       b{} 
 
3. SEC USE ONLY 

4. SOURCE OF FUNDS 
WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) AND 2(e)                        {} 
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
USA 
________________________________________________________________ 
 
7. SOLE VOTING POWER 
 
41,060 
 
8. SHARED VOTING POWER 
2200 
 
9. SOLE DISPOSITIVE POWER 
 
77,210_______________________________________________________ 
 
10. SHARED DISPOSITIVE POWER 
95,104 
 
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 
 
172,314 
 
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   {} 
________________________________________________________________ 
 
13. PERCENT OF CLASS REPRESENTED BY ROW 11 
 
13.93% 
 
14. TYPE OF REPORTING PERSON 
 
IA 
________________________________________________________________ 
 
1. NAME OF REPORTING PERSON 
Andrew Dakos 

2. CHECK THE BOX IF MEMBER OF A GROUP                  a{X} 
 
                                                       b{} 
 
3. SEC USE ONLY 
 
4. SOURCE OF FUNDS 
WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) AND 2(e)                        {} 
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION 
USA 
________________________________________________________________ 
 
7. SOLE VOTING POWER 
 
129,754 

8. SHARED VOTING POWER 
 
0 
 
9. SOLE DISPOSITIVE POWER 
 
34,650__________________________________________________________ 
 
10. SHARED DISPOSITIVE POWER 
95,104 
 
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 
129,754 
 
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   {} 
________________________________________________________________ 
 
13. PERCENT OF CLASS REPRESENTED BY ROW 11 
 
10.49% 
 
14. TYPE OF REPORTING PERSON 
 
IA 
________________________________________________________________ 

This statement constitutes Amendment # 4 to the Schedule 13d 
filed on February 14, 2005. Except as specifically set forth 
herein, the Schedule 13d remains unmodified. 
 
Item 5 is amended as follows: 
Item 5. INTEREST IN SECURITIES OF THE ISSUER 
  a.   As per the 10QSB filed on 3/10/06 there were 1,237,219 
     shares of common stock outstanding as of 1/31/06. The percentages 
     set forth in this item were derived using such number. 

Bulldog Investors,a group of investment funds,  Phillip Goldstein 
and Andrew Dakos beneficially own an aggregate of 206,964 shares 
of GYRO or 16.72% of the outstanding shares. 
 
Mr. Phillip Goldstein is deemed to be the beneficial owner of 
172,314 shares of GYRO or 13.93% of the outstanding shares. Mr. 
Dakos is deemed to be the beneficial owner of 129,754 shares or 
10.49% of the outstanding shares. 
 
  b.   Power to dispose of securities resides solely with Mr. 
     Goldstein for 77,210 shares. Power to vote securities resides 
     solely with Mr. Goldstein for 41,060 shares and jointly for 1,600 
     shares. Power to vote securities resides solely with Mr. Dakos 
     for 129,754 shares and power to dispose securities resides solely 
     with Mr. Dakos for 34,650 shares. Power to dispose securities 
     resides jointly with Mr. Goldstein and Mr. Dakos for 95,104 
     shares. 
 
  c.   During the last 60 days the following shares of GYRO were 
     purchased (there were no sales);(does not include purchases 
     reported in previous filings.) 
 
3/20/06   61,772 @ 42 
 
  d.   Beneficiaries of accounts managed by Mr. Goldstein and Mr. 
     Dakos are entitled to receive any dividend and sales proceeds. 

  e.   NA 
 
Item 7 is amended as follows: 
Item 7. Material to be filed as Exhibits 
None. 
 
After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct. 
 
DATED: 3/28/06 
 
By: /s/ Phillip Goldstein 
Name:     Phillip Goldstein 
 
By: /s/ Andrew Dakos 
Name:     Andrew Dakos