UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G Amendment No. 6
(Name of Issuer)
GYRODYNE CO OF AMERICA
(Title of Class of Securities)
Common Stock
(CUSIP Number)
403820103
Rule 13d-1(c) (Bruce Sherman)
13d-1(b) (Private Capital Management, L.P.)
See Exibit A (Joint Filing Agreement)
NAME OF REPORTING PERSON
Bruce S. Sherman
I.R.S. IDENTIFICATION NO.
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 123402
SHARED VOTING POWER 77105
SOLE DISPOSITIVE POWER 123402
SHARED DISPOSITIVE POWER 77105
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200507
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(no)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
17.6%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
Private Capital Management, L.P.
I.R.S. IDENTIFICATION NO.
59-3654603
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 77105
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 77105
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77105
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
6.8%
TYPE OF REPORTING PERSON
IA
NAME OF REPORTING PERSON
Gregg J. Powers
I.R.S. IDENTIFICATION NO.
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 77105
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 77105
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77105
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(no)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
6.8%
TYPE OF REPORTING PERSON
IN
ITEMS 1 - 10 OF GENERAL INSTRUCTIONS
Item 1.
(a)Name of Issuer: GYRODYNE CO OF AMERICA
(b)Address of Issuer: 17 Flowerfield Suite 15, St James, NY 11780
Item 2.
(a)Name of Person Filing: See Exhibit 1
(b)Address of Person Filing: 8889 Pelican Bay Blvd., Naples, FL 34108
(c)Citizenship: See Exhibit 1
(d)Title of Class of Securities: Common Stock
(e)CUSIP Number: 403820103
Item 3.
Private Capital Management, L.P. is filing as an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
(a)Amount Beneficially Owned:
(b)Percent of Class: See Exhibit 1
(c)Number of Shares as to which such person has:
(i)sole power to vote or to direct the vote:
See Exhibit 1
(ii)shared power to vote or to direct the vote:
See Exhibit 1
(iii)sole power to dispose or to direct the disposition of:
See Exhibit 1
(iv)shared power to dispose or to direct the disposition of:
See Exhibit 1
Item 5. Ownership of Five Percent or Less of Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
Item 9. Notice of Dissolution of Group:
N/A
Item 10.
Certification of Mr. Sherman:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and were
not acquired and are not held in connection with or as a participant
in any transaction having such purposes or effect.
Certification of Private Capital Management, L.P and Mr. Powers:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were notacquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
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.
Date: See Exhibit 2
Signature: See Exhibit 2
Name/Title: See Exhibit 2
Exhibit 1
Item 2.
(a) Name of Person Filing
1) Bruce S. Sherman
2) Private Capital Management, L.P.
3) Gregg J. Powers
(c)Citizenship
1) Delaware
2) U.S.
3) U.S.
Item 4.
(a) Amount Beneficially Owned
1) 200507
2) 77105
3) 77105
(b) Percent of Class
1) 17.6%
2) 6.8%
3) 6.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1) 123402
2) 0
3) 0
(ii) shared power to vote or to direct the vote
1) 77105
2) 77105
3) 77105
(iii) sole power to dispose or to direct the disposition of
1) 123402
2) 0
3) 0
(iv) shared power to dispose or to direct the disposition of
1) 77105
2) 77105
3) 77105
Bruce S. Sherman is CEO of Private Capital Management (PCM)
and Gregg J. Powers is President of PCM. In these capacities, Messrs.
Sherman and Powers exercise shared dispositive and shared voting power
with respect to shares held by PCM's clients and managed by PCM.
Messrs. Sherman and Powers disclaim beneficial ownership for the shares
held by PCM's clients and disclaim the existence of a group.
Exhibit 2
Signature
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.
Date: February 17, 2004
______________________________________
Bruce Sherman
as CEO, PCM
as, individual, as applicable
______________________________________
Gregg J. Powers
as President, PCM
as, individual, as applicable
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is used in
the Schedule 13G referred to below) on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with
respect to the Class A Common Stock, par value $0.01 per share,
of Gyrodyne Co of America, and that this Agreement be included as
an Exhibit to such joint filing. This Agreement may be executed
in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 17th day of February, 2004.
____________________ _________________
Bruce S. Sherman, February 17, 2004
as CEO, PCM
as, individual, as applicable
____________________ _________________
Gregg J. Powers February 17, 2004
as President, PCM
as, individual, as applicable