DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
06/02/08
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
216,559
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
216,559
________________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
216,559
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
16.79%
14. TYPE OF REPORTING PERSON
NA
___________________________________________________________
This statement constitutes Amendment # 9 to the Schedule 13d
filed on December 26, 2007. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
Item 4 is amended as follows:
PURPOSE OF TRANSACTION
The filing persons sent the attached letter (Exhibit 1)
to management on June 2, 2008.
Item 5 is amended as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the 10Q filed on 5/5/08 there were 1,289,878
shares of common stock outstanding as of 3/31/08. 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 in aggregate
216,559 shares of Gyrodyne or 16.79% of the outstanding shares.
b. Power to dispose and vote securities resides either with
Mr. Goldstein, Mr. Dakos or with clients.
c. The following shares were purchased in the last 60 days:
1/24/08 5,154 $41.48
2/11/08 10 $41.50
3/27/08 200 $39.50
3/28/08 100 $39.50
5/28/08 375 $36.50
5/29/08 100 $36.50
6/02/08 99 $36.50
6/03/08 200 $36.50
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
Exhibit 1: Letter to management
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: 6/02/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1.
Full Value Partners L.P.
Park 80 West, Plaza Two, Suite 750
Saddle Brook, NJ 07663
Phone (201) 556-0092
Fax (201) 556-0097
June 2, 2008
Stephen V. Maroney
President & Chief Executive Officer
Gyrodyne Company of America, Inc.
One Flowerfield, Suite 24
St. James, NY 11780
Dear Mr. Maroney:
The euphoria created by management at Gyrodynes 2006 annual meeting
about its prospects has obviously worn off. On May 30, 2008 Gyrodynes
stock price closed at $37.50. It has fallen by almost 40% over the past
year and stands at more than 20% below the $48 per share we offered for
all shares more than two years ago. As you recall, on April 25, 2006,
management rejected our offer and you publicly stated:
Our goal is to put the maximum amount of cash or marketable securities
in the hands of our shareholders in a tax-efficient manner.
Any offer will be measured against our corporate strategy as outlined
at the December 2005 shareholders meeting.
That strategy includes the repositioning of the Company
through conversion to a REIT,and the disposition and
redeployment of assets to achieve one or more shareholder
liquidity events in a reasonable period of time.
We believe Gyrodynes poor stock performance is primarily due to
the lack of any perceptible progress on its condemnation claim and
the failure to monetize any of its other assets,
in particular the portion of the Flowerfield acreage it still holds.
In short, the current stock price reflects investors perception that
management has dissipated whatever credibility it may have once had.
As a result of the 2007 acquisition of the Port Jefferson medical buildings
and the pending acquisition of the Cortlandt Medical Center we believe
Gyrodyne should at least commence payment of a meaningful quarterly dividend
which would be consistent with the expectations of REIT investors.
Cash flow generated from the aforementioned acquisitions together with improved
results from the Flowerfield buildings and a strong cash position should allow
Gyrodyne to pay a quarterly dividend of at least $0.50 per share.
We would appreciate a prompt and substantive response to our proposal
that the board should initiate a meaningful dividend policy.
Very truly yours,
Andrew Dakos
Managing Member
Full Value Advisors LLC
General Partner
cc: Paul L. Lamb, Chairman of the Board of Directors