SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/23/12
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and 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
256,213
8. SHARED VOTING POWER
41,068
9. SOLE DISPOSITIVE POWER
297,281
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
297,281
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
20.05%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Gyrodyne Company of America, inc.
("Gyro" or the "Issuer").
Cusip 4703820103
The principal executive offices of Gyro are located at
1 Flowerfield
Suite 24
St James NY 11780
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division of the
Massachusetts Secretary of State filed a complaint against Bulldog
Investors, Mr. Goldstein, Mr. Dakos and certain related parties
(the Bulldog Parties) alleging that they violated Massachusetts law by
operating a website containing information about certain unregistered
investments and by sending an e-mail about such investments to an
individual who requested it without first determining whether he was
eligible to invest in such funds. On March 23, 2007 the Bulldog Parties
filed a lawsuit in the Massachusetts Superior Court against the Secretary
alleging that his enforcement action violated 42 U.S.C. ss 1983 because,
among other things, it violated their First Amendment rights. On October
17, 2007 the Secretary issued an "obey the law" cease and desist order
(the Order) and fined the Bulldog Parties $25,000. On November 15, 2007
the Bulldog Parties filed an appeal of the Order in the Massachusetts
Superior Court which subsequently upheld the Order. The Bulldog Parties
further appealed the Order to the Massachusetts Appeals Court. On October
21, 2009 the Massachusetts Supreme Judicial Court (the SJC) unilaterally
transferred the case to itself and on July 2, 2010 upheld the Order except
for the Bulldog Parties' First Amendment claim which it ruled must be
decided in the appeal of the aforementioned ss 1983 lawsuit. In the ss 1983
lawsuit, the Secretary stipulated that the website and email in question
did not concern an illegal transaction and were not misleading. Nevertheless,
on September 26, 2009, the Superior Court ruled that the Secretary's
enforcement action did not violate the Bulldog Parties' First Amendment
rights. The Bulldog Parties filed an appeal of the Superior Court's ruling
in the Massachusetts Appeals Court. On July 23, 2010, the SJC unilaterally
transferred the appeal of the ss 1983 lawsuit to itself. On September 22,
2011 the SJC affirmed the Superior Court's ruling and declined to reconsider
the Bulldog Parties' personal jurisdiction claim. On March 27, 2012 the U.S.
Congress approved the Jumpstart our Business Startups Act (JOBS Act), which
would allow privately-held companies like those managed by Bulldog Investors
to engage in general solicitations so long as sales of interests in such
funds are limited to accredited investors. If the JOBS Act is signed into
law by the President, the Bulldog Parties intend to seek to vacate the Order,
because the activities they were alleged to have engaged in would no longer
be prohibited by law. On February 1, 2012, the Bulldog Parties filed a
petition for certiorari with the United States Supreme Court.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
The Group owns more than 20%, therefore a 13D filing
is required.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10-Q filed on November 9, 2011 there were 1,482,680 shares of
common stock outstanding as of 11/09/2011 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 297,281
shares of CSP or 20.05% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of GYRO were purchased:
Date: Shares: Price:
3/23/12 5,000 101.25
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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: 04/02/2012
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos