U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended. APRIL 30, 1997.

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ............ to  ...................

Commission file number  0-1684

GYRODYNE COMPANY OF AMERICA, INC.
----------------------------------------------
(Name of small business issuer in its charter)

NEW YORK
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

11-1688021
------------------------------------
(I.R.S. Employer Identification No.)

7 FLOWERFIELD, SUITE 28, ST. JAMES, NY
---------------------------------------
(Address of principal executive offices)

11780
---------
(Zip Code)

Issuer's telephone number:  (516) 584-5400

Securities registered under Section 12(b) of the Exchange Act:

Title of each class
COMMON STOCK, PAR VALUE $1.00 PER SHARE

Name of each exchange on which registered
NASDAQ

Securities registered under Section 12(g) of the Exchange Act: NONE

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 a
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filling requirements for the past 90 days.
Yes...X....NO.......

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B  contained  in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ x ]

The issuer's revenues for its most recent fiscal year were: $2,125,585

The aggregate market value of the  533,890 shares of voting stock held by
non-affiliates of the registrant on July 17, 1997 was $9,409,811.  The
aggregate market value was computed by reference to the average bid and asked
prices of the common stock, on such date, on the NASDAQ system.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the issuer's Common $1.00  par value stock
as of  July 17, 1997 was 1,037,520.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy statement to be filed pursuant to regulation
14A for the FY 1997 annual meeting of Shareholders of the Company are
incorporated by reference into Part III hereof.


INDEX TO FORM 10-KSB
FISCAL YEAR 1996

ITEM #

PART I
1 -Business
2 -Properties
3 -Legal Proceedings
4 -Submission of Matters to a Vote of Security Holders

PART II
5 -Market for Registrant's Common Stock and Related
    Stockholders' Matters
6 -Management's Discussion and Analysis of Financial
    Position and Results of Operations
7 -Financial Statements and Supplementary Data
    Independent Auditors' Reports
    Consolidated Balance Sheets
    Consolidated Statements of Operations
    Consolidated Statement of Stockholders' Equity
    Consolidated Statements of Cash Flows
    Notes to Consolidated Financial Statements
8 -Disagreements on Accounting and Financial Data

PART III
9 -Directors and Executive Officers of Registrant
10 -Compensation of Executive Officers and Directors
11 -Security Ownership of Certain Beneficial Owners and Management
12 -Certain Relationships and Transactions
13 -Exhibits, Financial Statement Schedules, and Reports on Form 8K
     Signatures


PART I
Item 1. Description of Business

(a) Business Development:

Incorporated in New York in August 1946, Gyrodyne Company of America, Inc.
(GCA) was engaged in the design, development, testing, and production of
coaxial helicopters.  Although still involved in aerospace, the Company's
primary focus is in developing its real estate assets.  Gyrodyne Petroleum,
Inc. (GPI), a wholly owned subsidiary, was incorporated in Delaware in 1965
and was established to diversify away from the aerospace industry. In 1966,
Flowerfield Properties, Inc. (FPI), a wholly owned subsidiary, was
incorporated in New York to manage investments in marketable securities and to
participate in a citrus grove limited partnership in Florida.

GCA since its inception and for the next 25 years was primarily engaged in
design, testing, development and production of coaxial helicopters.  The
Company's 326 acre Flowerfield  property in St. James, New York was originally
purchased in 1951 for use as a manufacturing facility and to provide sufficient
space for flight tests.  In order to diversify away from sole reliance on
military contracts, the Company during the mid-sixties invested in limited
partnerships for oil and gas exploration and in the development of raw land for
citrus, the Callery-Judge Grove.

Substantially all aerospace work was conducted for the U.S. Navy, with a small
procurement by the Japanese Maritime Self-Defense Force.  From the mid-fifties
to the early seventies, Gyrodyne manufactured and sold approximately 800
coaxial helicopters from its first small one-man helicopter, dubbed Rotorcycle,
through its remotely piloted models QH-50A through QH-50D, with total sales
amounting to approximately $200,000,000.00.

Following a sharp reduction in the Company's helicopter manufacturing business
by 1972, and the total elimination of it by 1975 (except for providing spare
parts), the Company began subdividing and renting out its idle manufacturing
facilities in order to derive income.  Aerospace operations were essentially
halted until the mid-eighties when the Company negotiated two separate
technology transfer agreements: one with Dornier GmbH of Germany and the other
with Israel Aircraft Industries (IAI) of Israel.  Although subjected to
extensive delays due to changing world conditions, each licensee continues to
show interest in the coaxial helicopter's future prospects.

From 1992-94, the Company was engaged in the manufacture of replacement rotor
blades for QH-50 helicopters still in service with the U.S. Navy.  This was
the Company's first production contract in over twenty years.  The Company in
the prior year completed the sale of two re-manufactured helicopter platforms
and is actively engaged in negotiations with its German licensee to modify its
Technology Transfer Agreement. In addition, two YRON helicopters were sold
under a joint agreement with Aviodyne U.S.A. One in FY 1997 and one in early
FY 1998 for a total price of $125,000. The Company's assets include
proprietary manufacturing rights and an extensive parts inventory.  There is
no ready market for the Company's specialized technology.  The value of these
assets is subject to the availability of customers with suitable requirements.

Established in 1909, the Flowerfield property initially spanned one thousand
acres.  Today the property is identified solely with the Company's 326 acre
parcel.  Flowerfield increased to its present size in 1994 with the purchase
of five acres for approximately one half million dollars.  Flowerfield is home
to approximately 202,000 square feet of buildings suitable for office,
engineering, manufacturing and warehouse space.  Flowerfield is the Company's
single largest asset and primary focus.

Gyrodyne Petroleum, Inc. (GPI), was established primarily to invest in oil and
gas limited partnership interests.  Beginning in 1965, the initial major
partners were Apache Oil and Austral Oil Company.  During 1976, all Apache Oil
partnership interests were disposed of.  The Austral limited partnership assets
through various acquisitions and mergers came under the management of Mobil Oil
Corporation in 1984.  In January 1988, Mobil Oil Corporation, then our general
partner, divested itself of its interest in Rulison Field, Colorado.  Four
nonaffiliated firms acquired individual leases and became the operators for our
then segmented Rulison Field interest.

In 1991 Parker and Parsley purchased Mobil's entire interest in Ackerly Field,
Texas, and in 1992, Meridian Oil Inc. acquired Mobil's entire interest in the
Basin Dakota Field, New Mexico.  The sale of Mobil's interests also signaled
the demise of Oil Participants Inc., the umbrella company which was the
vehicle for limited partnership investment by GPI.  No longer a limited
partner, GPI became a working interest owner in these various properties. In
July 1995, the Company sold its interests in the Rulison and Basin Dakota
assets.  The balance of the remaining oil assets, Ackerly Field, is not deemed
to be a significant portion of the Company's total assets.

In 1966, Flowerfield Properties, Inc. (FPI), was incorporated to manage
investments in marketable securities and to participate in a citrus grove
limited partnership in Florida.  Active management of a securities portfolio
was phased out in the late seventies.  The Callery-Judge Grove is located 16
miles west of Palm Beach, Florida with a portion lying in the Indian River
Basin.  The Company's initial net investment position, after payout per the
partnership agreement, was 17.5% which today, subsequent to a new equity
offering, is approximately 14.9%.  In accordance with the partnership
agreement, the Company has no active voice in the Grove's management which
authority rests solely with the Managing Partner.  The Grove interest is the
Company's second largest asset.

Neither the Company nor any of its subsidiaries have ever been in any
bankruptcy, receivership or similar proceeding.

(b) Business of Issuer:

The Company is currently involved in four business segments.  The Company
manages its real estate and helicopter activities while it is a passive
investor in the citrus operation and maintains a working interest only in a
single oil property, Ackerly Field. Below is a summary of financial results by
business segment for FY 1997 and 1996.

                                            Year Ended      Year Ended
                                            April 30,       April 30,
                                              1997             1996

Rental Income                               $2,020,979     $1,879,287
Aerospace Income                               104,606         704,150

Less:
Rental costs and expenses                    1,388,322       1,430,192
Net Aerospace expense                           98,135          83,908
                                            ----------      ----------  
Operating Income                            $  639,128     $1,069,337
                                            ==========      ==========

Other Income/(Loss):
 Oil and Gas Income (Notes 1, 2, & 3)       $  126,467      $  220,571
 Other Income (Net) (Notes 4 & 5)             (149,217)        (91,909)
                                            ----------      ----------  
Total Other Income                          $  (22,750)     $  128,662
                                            ==========      ==========

Identifiable Assets at Net Carrying Value
Real Estate Fixed Assets (Note 6)           $2,555,953      $2,078,147
                                            ==========      ==========

Note 1 - All inter-company transactions have been eliminated.
Note 2 - All company activity was within the United States of America.
Note 3 - See note number 3 of "NOTES TO CONSOLIDATED FINANCIAL  STATEMENTS"
Note 4 - See Other Income discussion in Item 6 "Other Income"
Note 5 - See the Other Income section of "CONSOLIDATED  STATEMENTS OF INCOME".
Note 6 - See note number 2 of "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS"
Note 7 - See note number 4 of "NOTES TO CONSOLIDATED FINANCIAL  STATEMENTS"

The Business Segments in the financial statements reflect the unconsolidated
real estate, aerospace and investment activities of Gyrodyne Company of
America, Inc.  The oil and gas activity of Gyrodyne Petroleum, Inc. is
carried as investment income on the consolidated statements of income under
the heading "Other Income."

(1) Real Estate

The Company is not a real estate developer in the traditional sense.
Acquisition of additional real estate assets is solely for the purpose of
augmenting the development prospects of the Flowerfield property.   Gyrodyne
owns a 326 acre site, primarily zoned for light industry, approximately 50
miles east of New York City on the north shore of Long Island.  Purchased in
1951, the property was initially surrounded by farm land.  Major residential
developments sprang up in the sixties, most notably, those constructed by the
Levitt Organization.  In the early sixties the State of New York  began
construction of a campus which today is the State University of New York (SUNY)
at Stony Brook.  Covering over one thousand acres, Stony Brook University is a
major research center complete with tertiary care hospital and veterans
hospital. The University's High Technology Incubator already boasts numerous
graduates creating an ongoing need for research and development space.

There are two major industrially zoned parcels bracketing the University, one
to the east and Flowerfield to the west.  The eastern parcel, located solely
in the township of Brookhaven, is approximately one hundred acres in size with
road accessibility provided by a four lane east-west route.  Currently the
parcel is approximately sixty-five percent developed with the balance to be
completed in an estimated four to five years.  Total build out is anticipated
at 1,000,000 square feet.

The Flowerfield property is bisected by the town lines of Smithtown and
Brookhaven Townships.  The existing buildings and approximately 144 acres are
located in the town of St. James, Township of Smithtown, and the contiguous
balance of approximately 182 acres is located in the town of Stony Brook,
Township of Brookhaven.

The approximately 326 acres of land are zoned for use as shown below:

Approximate Acreage
Township              Total    Light Industry     Residential and/or Buffer
Smithtown              144     120                24
Brookhaven             182     173                9
Total                  326     293                33


Flowerfield is the single largest undeveloped privately owned industrially
zoned parcel in the township of Smithtown.  All of the acreage is contiguous.
However, the Port Jefferson Branch of the Long Island Railroad runs through
the property, with 73.5 acres lying to the north of the Railroad, and the
balance to the south.

The site has several additional positive features.  Flowerfield's location
places it in hydrological zone VIII, one of the most liberal with respect to
effluent discharge rates.  Flowerfield and Stony Brook University share
mirroring road frontage on a local secondary road which has become the basis
 for a road/bridge link between the two campuses.  The possible linkup could
 provide a regional traffic solution.  The pristine nature of the Flowerfield
property adds to planning flexibility thus permitting a wide range of
development plans such as corporate headquarters buildings, satellite
incubators and a conference center.

Improvements to Flowerfield over the years include nearly five miles of roads
and approximately ten acres of paved parking areas.  There are five main
building groups with rental unit sizes ranging from 300 square feet to 25,000
square feet, with the 1,000 square foot units being most numerous.  Where
practical, separate utilities have been provided for each suite. Given the
location and size of rental units, the Flowerfield Industrial Park attracts
small startup companies that are not dependent on extensive material or product
handling.  Flowerfield lies seven miles north of the Long Island Expressway.

Mandated Infrastructure Improvements

Project(s)                     Agency or Mandate          Projected Completion
---------------------------   -------------------------   --------------------
Industrial building public    Suffolk County Department        on-going
water backflow prevention     of Health Suffolk County,
                              New York

Inspection, maintenance       N.Y.S. Department of             on-going
and/or removal of in-ground   Environmental Control
oil tanks                     (DEC)

Handicap access to            Americans With                   on-going
facilities                    Disabilities Act

Hazardous material disposal   Environmental Protection         on-going
                              Agency (EPA)

It is currently estimated that costs associated for compliance with government
regulations will cumulatively approach $200,000 over the next few years.  It
must be noted that there may be additional compliance costs in the event that
proposed approaches to various projects are modified or nullified by pending
changes in regulations or adverse administrative interpretations.

The Company has undergone extensive reviews of development possibilities, and
in June 1996, the Board of Directors adopted a preliminary Master Plan for
Development.  A broad range of efforts are now underway to further focus the
preliminary plan and garner community input and support.  The adoption and
implementation of the development plan will be market driven and should not be
viewed as a short term project.  Further marketing and technical surveys must
be conducted prior to the promulgation and submittal of a required
environmental impact statement to village, town and county officials.

With the exception of two individuals assigned to aerospace activities,
essentially all Company personnel are directly involved in support of real
estate operations.  Depending on seasonal requirements, total full time
personnel vary between twenty and twenty-five.


(2) Oil and Gas

As noted earlier, Parker and Parsley acquired Mobil Oil's interest in the
Ackerly Field, Texas property in 1991.  As part of the arrangement, Mobil
contracted with Parker and Parsley for the purchase of the total field output
providing a guaranteed customer.  GPI's interest is:

Name of Field         Location                         % Avg. Net
                      County/State - Gross Acreage     Revenue - Interest
--------------        ----------------------------     ------------------
Ackerly               Dawson, Texas  - 6,540 Acres      4.5%


The estimated monthly output is roughly one thousand barrels per month with
gross revenues fluctuating with the spot price of oil, currently $20/bbl
(July 97).  Expenses, ad valorem taxes and mandated maintenance reworks
average approximately $10,000 per month.  GPI's initial acquisition of Ackerly
was as an operating field and as such, the field is well over thirty years old.
Environmental compliance expenses, particularly for casing leaks, have tended
to rise over time with oil output drifting lower.  Current net returns are
attractive but may fluctuate over time.


(3) Citrus Grove

From its inception in 1965, the net worth of the Grove Partnership, based on
its appraised value, has increased approximately 600% while cash distributions
to the partners have amounted to $31 million or 500% on a base investment of
$5.5 million.  At the formation of the Partnership, the Company's interest was
20%.  However, as provided in the Agreement, upon payout of each limited
partner's initial equity participation, the General Partner was granted a
12.5% share of Grove earnings and equity which effectively reduced the
Company's share of the Partnership to 17.5%.  Based on the recent capital
infusion, in which the Company did not participate, the Company's share has
declined to approximately 14.9%.  During calendar year 1976, the Grove realized
its first profit from operations and by 1981 the Limited Partners had recouped
their original cash investment.  To date Flowerfield Properties Inc. has
received, in cash, five times its $1.1 million original investment.

In 1995 the Company signed an amendment to the Partnership agreement which
extends the life of the Partnership from 1999 to 2019.  In addition, it
provides greater flexibility to the General Partner in such areas as
financing, cash distribution and bonuses.  In April of 1995, a $6 million
subscription program for additional capital was instituted by the Grove.
Existing Partners were given the opportunity to subscribe to this financing
at the same level as their current investment.  Gyrodyne deferred and did not
participate in the offering.

During July 1997, the Grove informed the Company that in tandem with a
refinancing of its mortgage debt, the Grove will seek an additional five
million dollars equity.  Two million dollars of the funds are to be used to
comply with new equity-to-loan covenants on the new mortgage, and the balance
of three million will be used to develop a Draft Regional Impact Statement for
the development of the Grove as a realty project.  The Company has put the
Grove on notice that it will not participate in the new equity offering.  An
assessment of the discount from appraised value indicates a thirty percent
factor in the new equity offer in contrast to the twenty-five percent factor
utilized in the prior offering.  As a result of the planned equity addition,
the Company will experience additional dilution of its net interest position.

Although Management has determined that development of the Callery-Judge
Grove is in the best interests of the Partnership, the requirement to husband
cash and invest in the development of Flowerfield's Master Plan far outweighs
this alternative investment opportunity.

Beginning May 1, 1995 (FY96) the Company changed from the equity method of
accounting to the cost method of accounting.  Thereafter, the Company's
investment in the Grove only changes when capital distributions are received
or when cash payments are made to the Grove.  There were no such transactions
in FY 1997.  The Company does not anticipate receiving any significant cash
distributions from the Grove prior to FY2000.  The Company's last cash receipt
from the Grove was in calendar year 1991 and amounted to $294,000.

With a change in the Managing Partner in 1992, the Grove began aggressively
marketing not only the private Callery-Judge brand through direct sales to
institutions and individuals but also directly to Japan.  Acquisition of
additional shares in the Ocean Spray Co-Op has helped stabilize the
juice-solids market while receipts and savings from the packing house
operation continue to rise.  However, a glut of grapefruit product throughout
Florida continues to be a dampening factor on earnings for the foreseeable
future.

In 1997 the Grove changed its financial reporting year from a December 31
calendar year to a June 30 fiscal year.   The initial reporting period is a
truncated transition fiscal year, January 1, 1997 to June 30, 1997.

(4)  Aerospace:

The Company's primary aerospace product is the QH-50 model remotely piloted
coaxial helicopter.  Although sold as an integrated package: engine, fuselage,
rotating controls, avionics, rotor blades, actuators, fuel tank(s) and
payloads to the U.S. Navy, Gyrodyne currently specializes in the assembly and
testing of dynamic platforms only.  This consists of the fuselage, rotating
controls, rotor blades and fuel tank(s).  All chemical testing and processing
is subcontracted, and therefore, there is no environmental exposure.

From the late forties through the sixties, the Company ushered in numerous
technological milestones including the world's first successful coaxial
flight test, first convert-a-plane, first free drone helicopter flight, and
first fully composite rotor blade.  The Company's unique patented "tip brake"
design solved directional control problems inherent in the coaxial rotor
system thus fostering development.  In 1993 the Company was granted a new
patent on a retractable tip brake which will permit the design of more
efficient blades in the future.

As a result of efforts during the 1980's, the Company negotiated two
multi-phased licensing agreements which cover both evaluation and manufacturing
stages for its QH-50 helicopters and derivatives.  Dornier, GmbH, a subsidiary
of Daimler-Benz AG, Friedrichshafen, Germany, was awarded a license (1986) for
the European NATO countries while Israel Aircraft Industries Ltd./Technologies
Division (IAI), Ben-Gurion International Airport, Israel received a license
(1987) for Israel.

The agreements provide for Gyrodyne to furnish Dornier and IAI with technical
assistance and technical data in order for them to evaluate the suitability of
the Gyrodyne helicopter for their various applications.  It is anticipated
that, if the evaluations provide favorable results, final licensing agreements
will be signed whereby Gyrodyne will furnish additional technical and
manufacturing data to enable each licensee to produce the remotely piloted
QH-50 helicopters.

It was initially anticipated that the evaluation phase of each licensing
contract would last approximately two and one half to three years.  Numerous
extended delays have been encountered by each licensee with respect to the
promulgation of air vehicle requirements by their respective governments,
securing incremental development funding, and attracting third party customers.
Both licensees have opted to market the basic QH-50 configured platform with
modern customized electronics, updated software and a new power plant.  Each
version of the QH-50 is capable of handling varied mission requirements and/or
integrating various payloads such as sensors, radars, armaments, and
communications gear.

For the evaluation phase, the Company received fees of $500,000.  Should both
final agreements be executed, additional fees of approximately $3 million can
be anticipated.  The licensing agreements would remain in effect in perpetuity
and provide for staged royalty payments.  The exclusive sales territories for
Dornier are the European NATO nations and for IAI, Israel.  During July 1997,
amendments extending both agreements were executed.  In addition, the Dornier
agreement was restated to comply with requirements set forth by the German
Ministry of Defense.  All licenses and sales are subject to the approval of
the U.S. Department of State.

On September 6, 1995, Gyrodyne signed a contract with Dornier GmbH for the sale
of two re-manufactured QH 50 helicopters for $700,000.  The vehicles are being
used for the VTOL UAV Demonstrator Program being conducted for the German
government.  The second platform was shipped to Dornier in April 1996 with the
on-site technical assistance portion of the agreement concluded in June 1996.

In FY 1997 a bailment agreement was signed with Aviodyne U.S.A. Under this
agreement, two YRON helicopters were sold for a total $125,000, one sale is
recorded in FY 1997 and the other in FY 1998.  The Company is pursuing a long
term agreement with Aviodyne, on a joint venture basis, for the manufacture
and sale of YRON platforms.


Item 2. Description of Property

(c) Description of Real Estate and Operating Data

Gyrodyne Company of America, Inc. (Consolidated) owns, in fee, approximately
326 acres located on the north shore of Suffolk County, Long Island, New York
just west of the State University of New York at Stony Brook.  The Company
currently has approximately 202,000 square feet of industrial building space
and maintains its corporate office and manufacturing facilities on site.  In
1994, approximately 5 acres of land adjacent to the Company's property were
purchased.  For a more detailed description, see Item 101. Description of
Business (b) (1) Real Estate.

The land and land improvements are carried on the Company's books at cost in
the amount of $808,338, while the 202,000 square feet of space is carried at
a depreciated cost of $1,416,643.  At the current time, the property and
buildings that are used by the Real Estate segment of the business, except for
Building #7 and the surrounding 6 1/2 acres which are encumbered by a 10 year
collateral mortgage in the amount of $1,050,000, are entirely without financial
encumbrances.  The balance of the mortgage as of April 30, 1997 is $945,000.

The average age of all the buildings is nearly thirty-seven years, and the
facilities are undergoing continuous maintenance repair cycles for roofs,
paved areas, and building exteriors.  The external appearance of all buildings
is that of well maintained mature properties.  The general condition of internal
infrastructure HVAC, electrical and plumbing is above average for facilities of
this age.  The grounds feature extensive landscaping and are neatly groomed
commensurate with other business parks.

A Phase I Environmental Study was conducted by Lockwood, Kessler & Bartlett,
Inc., September 1993, with the resulting assessment that "...there appear to
be no significant grounds for concern regarding hazardous materials use,
storage, or contamination at the subject site."  For further discussion on
environmental issues, see Item 1. Description of Business (b) (1) Real Estate.

On June 13, 1996, the Board of Directors adopted a preliminary Master Plan for
the development of the Flowerfield property.  The plan, generated by consultants
Henderson and Bodwell L.L.P. of Plainview, New York, is based on a planned unit
development concept.  A more detailed discussion follows in Item 6. Management's
Discussion and Analysis.

The Company's official address is:

Gyrodyne Company of America, Inc.
7 Flowerfield Suite 28
St. James, New York 11780-1551

The Company currently maintains a $10 million dollar liability umbrella
policy and has selectively insured certain buildings and rent receipts
predicated on an analysis of risk, exposure, and loss history.  Of the five
large noncontiguous industrial buildings: two, are constructed of prefabricated
metal panels; two, of cement blocks with metal deck roofing; and one, clay
brick and stucco with a gabled wood roof.  One of the block buildings has an
in-place sprinkler system which is currently functional but not recognized for
insurance purposes. It is Management's opinion that the premises are adequately
insured.

Almost all available space has been subdivided and is available for rent, except
for approximately 18,000 square feet which has been reserved for Company use.
Of the 184,000 gross square footage available for rent, approximately 15,000
square feet comprise common areas such as hallways, foyers and rest rooms.
A summary of operating results:

<TABLE>
<CAPTION>
Fiscal                                     Operating      Occupancy         Nominal
Year       $ Revenue       $ Expenses      $ Margin       Rate in Pct.      $ Rate per sqft*
------      -----------    -----------     ---------       -----------      ----------------
<S>           <C>            <C>           <C>             <C>             <C>
1994          1,495,952      1,172,028     323,924         80                9.77
1995          1,667,067      1,167,325     499,742         82               10.15
1996          1,879,287      1,430,192     449,095         86               11.35
1997          2,020,979      1,388,322     632,657         85               11.57

<FN>
*exclusive of land rentals but inclusive of the catering facility
 and bus terminal.
</FN>
</TABLE>

In FY 1997 three tenants individually exceeded 10% of total rental income, 
representing an aggregate 44%, with one tenant exceeding 20%. Correspondingly, 
in FY 1996, three tenants each exceeded 10% of total rental income for a 45% 
aggregate total.  The leases of these major tenants all contain periodic cost 
of living escalators as well as various pass-through increases for such items 
as real estate taxes, fuel oil increases, security services and building 
insurance.  For tenants with stand alone buildings, certain pass-throughs do 
not apply because the associated service costs are fully assumed by the 
tenants.

As of April 30, 1997, the Company had a 15.0% vacancy rate vs. 13.6% for the 
same period last year. Most of the Company's tenants are startup or small 
businesses that seek small spaces and short term leases.  The average square 
footage of tenants whose leases expire within twelve months is less than 1,300 
sqft.  The Company's exposure to short term market rental rate conditions is 
reflected in the accompanying table.  A summary of lease terms:

<TABLE>
FY 1997 Lease Summary
<CAPTION>
Balance of time        # of       Total         Relative pct      Relative pct      Approximate  
remaining on lease     Tenants    square        of total          of total          dollar value
                                  footage       rented space      dollar value      of rentals
<S>                   <C>         <C>            <C>                <C>            <C>
                                                                                                              
Up to 1 year           45          55,425         32.5%              24.9%            $ 503,000
From 1 to 2 yrs        18          27,518         16.1%              12.0%              243,000
from 2 to 5 yrs         8          87,845         51.4%              63.1%            1,275,000
                       -------    -------        ------             ------          -----------
Total                  71         170,788        100.0%             100.0%           $2,021,000
                       =======    =======        ======             ======          ===========

</TABLE>

A summary of occupancies at April 30 1997:

Type of Occupancy         Square Footage       Percent of Total
-------------------       --------------       ----------------  
Office                      32,108               18.8
Manufacturing/R & D         37,672               22.1
Service/Misc.              101,008               59.1
                           -------              ------
Total                      170,788              100.0
                           =======              ======


Depending on the type of prospective occupancy, there are approximately 5,100 
square feet of long term vacancies that require extensive renovation.  
Management estimates that the cost of renovation will be approximately 
$30/sqft. or $153,000.  Upon securing viable tenants, the Company may seek 
outside financing for such renovations.  Rental units turned over in the normal
course of business are refurbished from internal cash flow.

Depreciable asset categories and rates are enumerated in Footnote 2 to the 
Financial Statements.  Real estate taxes paid to the township of Smithtown for 
FY97 were $233,721.18 based on a rate of $103.82/$100 of assessed value.   
Real estate taxes paid to the township of Brookhaven for FY97 were $114,451.23 
based on a rate of $151.59/$100 of assessed value.

Item 3. Legal Proceedings.

The Company is named as a defendant in a number of legal proceedings arising 
in the normal course of business.  Management, after reviewing all actions and
proceedings pending against or involving the Company considers that the 
aggregate loss, if any, resulting from the final outcome of these proceedings 
will not be material.

None of the Company's subsidiaries is party to, nor is any subsidiary-owned 
property subject to, any material pending legal proceedings.

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

No matters were submitted to the vote of security holders during the fourth 
quarter of either Fiscal Year 1996 or 1997.


PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

(a) Market information:

The Company's Common Stock $1 P.V. (symbol: "GYRO") is traded in the NASDAQ
Small-Cap Market.  Set forth below are the high and low bid and asked prices
as reported by NASDAQ for the periods indicated.  Such prices reflect inter-
dealer quotations, without retail markup, markdown or commission, and do not
necessarily reflect actual transactions.

Quarter Ended        Bid Price Low        Asked Price High
Fiscal 1996
July 31, 1995           $13.50                $16.00
October 31, 1995        $15.00                $16.00
January 31, 1996        $14.00                $15.75
April 30, 1996          $12.00                $14.13
Fiscal 1997
July 31, 1996           $12.00                $13.75
October 31, 1996        $11.06                $12.38
January 31, 1997        $11.25                $12.38
April 30, 1997          $12.00                $13.00

(b)  Approximate Number of Equity Security Holders, including shares held in
Street name by brokers.
                                       Number of Holders
Title of Class                         as of July 17, 1997
Common Stock, $1.00 Par Value          1,701

(c)  There were no dividends declared in the current or prior fiscal year.

Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operation.

Discussion

As of July 1997, the Company has made substantial progress towards
implementing its long term corporate strategy.  Adoption of the Company's
Master Plan for the Development of Flowerfield  has been implemented.
Pre-submittal community presentation sessions have been very positive.
The Company in tandem with its community outreach effort has also garnered
several "letters of interest" from substantial developers for various
aspects of the Flowerfield project.  Although preliminary, this interest has
validated the overall Planned Development District concept fostered in the
Company's Master Plan and reaffirmed by Brookhaven Township's own Master
Plan.  The final plan will be a flexible customer driven development that
provides for a mixture of industrial, office, service, captive retail and
living units.  Densities will be determined by the municipal authorities of
the respective townships based on constraining factors such as traffic,
effluent discharge, noise and sound pollution and community input.

The Company recently concluded the incorporation of two wholly-owned
subsidiaries: Gyrodyne Rotorcycle Company Inc.(GRC) and Gyrodyne Coaxial
Helicopter Company Inc.(GCHC) for the express purpose of positioning the
Company to realize economic benefits from distinctly different markets.
GRC includes all the assets of the Company's one-manned Rotorcycle
helicopter (a vehicle with a Gross Takeoff Weight (GTOW) of less than 1,000
lbs.) while GCHC exclusively controls the QH-50 assets (a vehicle with a GTOW
of 1,500-3000 lbs.).  The Company has identified a potential joint venture
partner for GRC and is currently negotiating an agreement.  The recently
executed Technical Data Package Transfer Agreement with Dornier GmbH is with
GCHC.

As stated earlier, the long term prospects for the development of the
Callery-Judge Grove are excellent.  Shorter term earnings prospects, given
the emphasis by the Grove Manager on long term development goals, are not
particularly encouraging.  Although the Company is interested in maintaining
an interest in the Grove, the timing of the Grove's development, return to
operating profitability and continued dilution are under active review by
both Management and the Board of Directors.

The Company's interest in petroleum is based solely on the Ackerly property
in Texas.  The Company plans, provided the current economic situation
continues, to maintain its interest in the property.

Revenues

Slightly higher rental rates contributed to increased real estate revenue of
$142,000.  Coupled with aerospace sales, total revenue for the fiscal year
ended April 30, 1997 decreased $457,000 to $2,126,000 from the previous
year's $2,583,000 which included the sale of two QH-50 platforms to Dornier
GmbH.

Operating Costs

The year-to-year cost of operating rental property remained essentially flat.
A mild winter, few unanticipated repairs and low tenant turnover contributed
to the stability.  Based on preliminary forecasts, rental revenue should edge
higher again in FY 1998.

Increased activity in Aerospace pushed expenses up slightly reflecting
ongoing depot level rebuilds of helicopter platforms.  It is anticipated that
expenses will continue to climb in FY98 as preparations for conveyance of
additional documentation to be shipped to Dornier intensifies.  Depending on
timing differences, additional revenue will also be realized to offset these
expenses.

General and Administrative Expenses

On a consolidated basis for the year ended April 30, 1997, General and
Administrative expense was $1,189,536 versus $865,236 for the year ended
April 30, 1996.  For analysis purposes, the Company has divided General and
Administrative Expenses into four expense pools: 1) Remuneration: which
includes all compensation expenses related to executive and support staff;
2) Corporate Governance: which includes all expenses related to the Board of
Directors and its subcommittees, maintenance of stockholder records, NASDAQ
listing requirements, and long range strategic planning; 3) Overhead:
corporate overhead expenses for accounting services, depreciation,
maintenance, utility charges, insurance, etc., and 4) Special Projects:
expenses related to the Master Plan for the Flowerfield property,
acquisitions, financing charges and consulting expenses for project
advisement.

G&A Segments
G&A Expenses                    FY97            FY96
Remuneration                  $514,305        $567,063
Corporate Governance          $258,445        $ 95,483
Overhead                      $172,786        $150,196
Special Projects              $244,000        $ 52,494
                            ----------        -------- 
Total                       $1,189,536        $865,236
                            ==========        ========

Remuneration: On a cash basis rose approximately $24,000 reflecting salary
increases and a short term staffing increase.  During FY 1997, there were no
charges to Remuneration attributable to the exercise of stock options.  FY
1996 was the first year in which stock options issued under the 1993 Stock
Incentive Plan vested and were exercised.  As a result, option recipients
recorded income, and the Company recognized a corresponding expense which
amounted to $77,000.  Adjusted net cash only expenses for Remuneration were
approximately $490,000.

Corporate Governance:  FY97 gave full effect to three separate events which
sharply elevated this category.  Shareholders approved in the FY1996 proxy
statement  two separate plans for the remuneration  of directors.  The "1996
Non-Employee Directors' Stock Option Plan" awarded all sitting outside
directors a one time stock option for 2,500 shares and annual awards for
years 1997-2000 of 1,250 shares.  In accordance with the Black-Scholes
formula utilized to calculate the future value of option to participants,
the Company took a charge of $67,500 for the current year.  New directors,
if any, would also qualify for this initial stock option under the plan.  FY
97 also recorded the full effects of the expanded number of board members,
nine, and the increased frequency of meetings.  With the exception of travel
expense reimbursement which is paid in cash, all other expenses related to
the Board of Directors, although charged to earnings, are being paid in
Company stock according to the adopted "1996 Non-Employee Directors'
Compensation Plan" thus closely aligning the directors with shareholder
interests.

Overhead:  Corporate overhead rose reflecting expenses related, in large
part, to the consolidation of the Company's main office, records area and
engineering facility into a single centralized facility.  The new facility
is approximately six thousand square feet and is much better suited for the
Company's current mix of business. 

Special Projects: In line with expectations, expenses rose substantially for
outside legal and architectural consultants.  The Company began its community
presentation program with respect to its Master Plan for the Development of
Flowerfield during the late summer of 1996.  The three faceted program
includes outreach to local community groups, pre-submittal presentations to
planning agencies and one-to-one presentations to the political leadership.
Feedback garnered from these contacts is evaluated and, where advisable,
incorporated into the Master Plan.  The initial response from all three
community segments has been generally very positive and encouraging.  The
comment period should continue for approximately an additional six months
before final development plans are promulgated for actual submittal.

Other Income and (Expense)

Lower net oil income coupled with increased interest expense were the main
factors driving a year-to-year decline in "Other Income and Expense."

The Company utilizes the Financial Accounting Standards Board ("FASB")
Statement No. 87 "Employers' Accounting for Pensions".  The application of
FASB 87 resulted in recognition of approximately $82,000 of net periodic
pension expense for the year ended April 30, 1997 compared to approximately
$38,000 of net periodic pension expense for the year ended April 30, 1996.
No contributions to the plan by the Company were required during fiscal years
1997 or 1996.

Results from Operations

After giving effect to the exercise of stock options, results from operations
after taxes were a loss of ($0.37) per share for the period ended April 30,
1997, versus a gain of $0.12 per share for the prior year.  The pretax loss
of $573,158 generated an income tax benefit of $196,296 and resulted in a net
loss of $376,862 compared to a gain of $116,303 in FY 1996.

Liquidity and Capital Reserves

The Company's cash position increased $196,000 during the year primarily as
a esult of the release of a $200,000 Letter of Credit posted for completion
of certain improvements to property purchased in 1994 and listed on the
Company's Balance Sheet under Other Assets.

In 1995, the Company engaged McCarthy & Associates to develop, predicated on
budgeted forecasts, a financial plan suitable for presentation to financial
institutions.  The Company also commissioned Henderson & Bodwell, L.L.P.
consulting engineers to draw up a preliminary Master Plan for the development
of the Company's Flowerfield property.  In conjunction with these efforts,
the law firm of Cahn, Wishod & Lamb was called upon to examine the
ramifications of alternate development scenarios.  As a result of these joint
efforts, the Board of Directors adopted a preliminary Master Plan in June
1996.

As noted earlier in this report, certain additional specialists must be
engaged to provide qualified studies and opinions in diverse areas such as
marketing, traffic pattern studies, environmental impacts and community
interface.

The Company estimated in numerous prior reports that the cost of adopting a
presentation caliber Master Plan proposal would be at least $250,000.  This
plateau has been reached and the Company is readying its modified Master
Plan for submittal.  The cost of this next phase will approach $1,000,000.
Costs may escalate if the approval process becomes contentious.  In order
to mitigate the effect of these large expenses on cash reserves, the Company
has negotiated arrangements to compensate certain consultants, in part, with
restricted investment type common stock.

Effects of Inflation

It is the Company's policy to have multi-year leases contain cost pass
-through provisions for increases in real estate taxes, fuel costs, building
insurance, cartage and security guard services, as applicable.  The balance
of the Company's operations, including rental rates, income from the Grove
and petroleum revenue are subject to free market forces.

Item 7. Financial Statements and Supplementary Data

See following pages.

Auditors letter

HOLTZ RUBENSTEIN & CO., LLP
Certified Public Accountants
Business Advisers

Independent Auditors' Report


Board of Directors and Shareholders
Gvrodyne Company of America, Inc.
St. James, New York

We have audited the accompanying consolidated balance sheet of Gyrodyne 
Company of America, Inc. and Subsidiaries as of April 30, 1996 and the 
related consolidated statements of income, stockholders' equity and cash 
flows for each of the two years in the period then ended. These 
consolidated financial  statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these 
consolidated financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement. An audit includes examining, on 
a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Gyrodyne Company of America, Inc. and Subsidiaries as of April 30, 1997 and 
the results of their operations and their cash flows for each of the two years 
in the period ended April 30, 1997, in conformity with generally accepted 
accounting principles.

SGD/HOLTZ RUBENSTEIN & CO., LLP
------------------------------
Melville, New York
July 21, 1997


GYRODYNE COMPANY OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
APRIL 30, 1997
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                              $909,010
Accounts receivable, less allowance
for doubtful accounts of $6,000                          91,072
Prepaid expenses and other current assets                50,692
Deferred income taxes (Note 5)                           86,000
                                                     ----------
Total current assets                                  1,136,774

INVESTMENT IN CITRUS GROVE PARTNERSHIP                1,585,104
PROPERTY, PLANT AND EQUIPMENT (Note 2)                2,555,953
PREPAID PENSION COSTS (Note 6)                        1,669,939
OTHER ASSETS                                             16,431
                                                     ----------
                                                     $6,964,201
                                                     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                  $251,090
Current portion of long term debt (Note 10)              70,000
                                                     ----------
Total current liabilities                               321,090
                                                     ----------

LONG TERM DEBT (Note 10)                                884,923
DEFERRED INCOME TAXES (Note 5)                        1,114,000
                                                     ----------
                                                      2,320,013
                                                     ----------
COMMITMENTS (Notes 11 & 13)
STOCKHOLDERS' EQUITY: (Notes 8 & 9)
Common Stock par value $1 per share
authorized 4,000,000 shares, 1,531,086
shares issued (including 501,477 shares
held in treasury)                                     1,531,086
Capital in excess of par value                        6,421,712
Deficit                                                (424,450)
                                                     ----------
                                                      7,528,348
Less cost of shares of common stock
held in treasury                                     (2,884,160)
                                                     ----------
                                                      4,644,188
                                                     ----------
                                                     $6,964,201
                                                     ==========


See notes to consolidated financial statements




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

                                                    Years Ended April 30,
                                                  1997                1996

REVENUE:
Rental income (Note 4)                         $2,020,979          $1,879,287
Aerospace Income                                  104,606             704,150
                                               ----------          ----------
                                                2,125,585           2,583,437
                                               ----------          ----------

COSTS AND EXPENSES:
Cost of maintaining rental property             1,388,322           1,430,192
Aerospace Expense                                  98,135              83,908
General and Administrative                      1,189,536             865,236
                                               ----------          ----------
                                                2,675,993           2,379,336

Operating (Loss)/Income                          (550,408)            204,101

OTHER INCOME AND (EXPENSES:)
Gain on Oil and Gas Investment (Note 3)           126,467             220,571
Interest & Dividend Income                         36,153              28,335
Pension Expense (Note 6)                          (82,080)            (38,091)
Loss on pension settlements (Note 6)                    0             (56,687)
Interest Expense                                 (103,290)            (82,153)
                                               ----------          ----------
                                                  (22,750)             71,975
                                               ----------          ----------

(LOSS)/INCOME BEFORE INCOME TAX                  (573,158)            276,076
INCOME TAX (BENEFIT)/EXPENSE (Note 5)            (196,296)            159,773
                                               ----------          ----------
NET (LOSS)/Income                              $ (376,862)         $  116,303

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING (Note 8)              1,012,190             997,465

(LOSS)/INCOME PER SHARE                        $    (0.37)         $     0.12


See notes to consolidated financial statements

GYRODYNE COMPANY OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

TWO YEARS ENDED APRIL 30, 1997
<TABLE>
<CAPTION>

                                       $1 Par Value
                                       Common Stock            Additional                  Treasury Stock
                                                    Par         Paid in                                                  Total
                                    Shares         Value        Capital     (Deficit)     Shares          Cost          Equity
                                  ----------    ----------    ----------    ----------    --------     -----------    ----------
<S>                              <C>           <C>           <C>           <C>           <C>          <C>             <C>

Balance at April 30, 1996         $1,531,086    $1,531,086    $6,094,251    $(163,891)    542,178     $(3,118,208)    $4,343,238
Exercise of stock options                                         78,060                  (11,643)         66,948        145,008
Net Income                                                                    116,303                                    116,303
                                  ----------    ----------    ----------    ----------    --------     -----------    ----------
Balance at April 30,1996           1,531,086     1,531,086     6,172,311      (47,588)    530,535      (3,051,260)     4,604,549
Issuance of stock for services                                  $160,099                  (24,812)       $142,685       $302,784
Issuance of stock grants                                         $16,975                   (3,080)        $17,710        $34,685
Exercise of stock options                                         $4,827                   (1,166)         $6,705        $11,532
Directors stock options issued                                   $67,500                                                 $67,500
Net Loss                                                                    $(376,862)                                 $(376,862)
                                  ----------    ----------    ----------    ----------    --------     -----------     ----------
Balance at April 30, 1997         $1,531,086    $1,531,086    $6,421,712    $(424,450)   $501,477     $(2,884,160)    $4,644,188
                                  ==========    ==========    ==========    ==========    ========     ===========    ===========


</TABLE>
See notes to consolidated financial statements


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

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
                                                                   1997               1996
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                 <C>

Net (loss)/Income                                               $(376,862)          $116,303
                                                                ---------           --------

Adjustments to reconcile net (loss)/income to net
Cash provided by operating activities:
Depreciation and amortization of oil and gas investments             0               139,840
Depreciation and amortization of plant and equipment              106,738             79,203
Deferred income tax provision (benefit)                          (203,114)           103,114
Pension expense                                                    82,080             38,091
Loss on pension settlements                                          0                56,687
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                               368,434           (375,642)
Pepaid expenses and other                                         167,311             (8,547)
Other assets                                                      198,858             37,755
Increase (decrease) in liabilities:
Accounts payable and accrued expenses                             (95,584)           100,906
                                                                 --------         ----------
Total adjustments                                                 624,723            171,407
                                                                 --------         ----------
Net cash provided by operating activities                         247,861            287,710
                                                                 --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in short term government securities                      189,716            111,210
Increase in Fixed Assets                                         (584,544)          (604,806)
                                                                 --------         ----------
Net cash used in investment activities                           (394,828)          (493,596)
                                                                 --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings                                                          0          1,266,000
Repayment of debt                                                 (73,752)          (677,324)
Stock option exercise                                             416,501            145,008
                                                                 --------         ----------
Net cash provided by financing activities                         342,749            733,684

Net increase in cash and cash equivalents                         195,782            527,798
Cash and cash equivalents at beginning of year                    713,228            185,430
                                                                 --------         ----------
Cash and cash equivalents at end of year                         $909,010           $713,228
                                                                 ========         ==========

</TABLE>

See notes to consolidated financial statements




GYRODYNE COMPANY OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED APRIL 30, 1997, AND 1996


1. Summary of Significant Accounting Policies:

    a. Description of business

Gyrodyne Company of America, Inc. and Subsidiaries (the "Company") is 
primarily a lessor of industrial and commercial real estateto unrelated 
diversified entities located in Long Island, New York.  The Company also has 
investmentsin a citrus grove partnership and in oil and gas properties.  Prior 
to 1975, the Company's primary business was the design, testing, development 
and production of coaxial helicopters.  Although the Company cannot be 
considered an active airframe manufacturer,it is involved in certain licensing 
agreements that, if exercised,would enable the licensees to produce the 
Gyrodyne coaxial helicopter.

    b. Principles of consolidation

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

    c. Investments

The Company accounts for its oil and gas investments under the equity method. 
Its' investment in the oil and gas properties represents the Company's 
proportionate share of drilling costs.  Tangible assets are depreciated using 
the 200% declining balance method with a 5 year class life and intangible 
assets are amortized using the straight-line method over a twelve year period.

The Company accounts for its investment in the citrus grove under the cost 
method. Under this method any distributions by the citrus grove will be income 
in the year of distribution and capital contributions by the Company will 
increase the value of the investment.

     d. Depreciation and amortization

Substantially all property, plant and equipment is depreciated using 
straight line and accelerated methods over the estimated useful lives of the 
related assets.

     e. Statement of cash flows

For purposes of the statement of cash flows, the Company considers all highly 
liquid debt instruments purchased with a maturity of three months or less to 
be cash equivalents.


    f. Earnings per share

(Loss)/earnings per common share are based on the weighted average number of 
common shares outstanding during the year.

    g. Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions 
that effect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

2. Property, Plant and Equipment:

Property, plant and equipment as of April 30, 1997 consists of the following:
<TABLE>
<CAPTION>
       
                                     Estimated                    Allowance        Net
                                      Lives         Cost          for Deprec.      Assets
<S>                                   <C>          <C>            <C>              <C>
Land                                    -          $ 808,338      $        0       $  808,338
Buildings and improvements            20-33        4,470,267       3,053,624        1,416,643
Machinery & Equipment and 
Furniture & Fixtures                   3-10          667,152         336,180          330,972
                                                  ----------      ----------       ----------
Total                                             $5,945,757      $3,389,804       $2,555,953
                                                  ==========      ==========       ==========

</TABLE>

Substantially all buildings and improvements are held for lease. Certain leases 
serve as collateral for the Company's outstanding bank debt.

3. Investment in Oil and Gas Properties:

The results of operations from the Company's investment in oil and gas 
properties are summarized as follows:
                           
                                                             Year ended
                                                              April 30,
                                                     ------------------------- 
                                                        1997            1996

Sales of oil and gas                                 $ 242,752       $ 197,499
                                                     ---------       ---------

Oil and gas production expenses                        116,285         121,069
Amortization expense                                         0          27,722
Depreciation expense                                         0             313
                                                     ---------       ---------
                                                       116,285         149,104
                                                     ---------       ---------

Gain from operations                                 $ 126,467       $  48,395
                                                     ---------       ---------

Sale of gas investments                              $    0          $ 283,980
Unamortized investment in gas                             0            111,804
                                                     ---------       ---------
Gain on sale of gas investments                           0            172,176
                                                     ---------       ---------
Gain before income tax                               $ 126,467       $ 220,571
                                                     =========       =========



4. Major Customers

For the year ended April 30, 1997 rental income from three tenants represented 
21%, 13% and 10% of total rental income.
For the year ended April 30, 1996 rental income from three tenants represented 
22%, 13% and 11% of total rental income.

5. Income Tax Provision (Benefit):

The (benefit) provision for income taxes is comprised of the following:

                                               Year ended
                                               April 30,
                                           1997           1996
Current:
  Federal                                  $ 0          $ 37,081
  State                                      6,818        19,578
                                           -------      -------- 
                                             6,818        56,659
Deferred:
  Federal                                 (158,500)      113,696
  State                                    (44,614)      (10,582)
                                          --------       -------  
                                          (203,114)      103,114
                                          --------       -------
                                        $ (196,296)    $ 159,773
                                         =========      ========


The current deferred income tax consists of:

                                                      April 30,
                                                        1997
                                                      --------
                  Accrued vacation and sick wages     $23,000
                               Stock compensation      63,000
               Total current deferred tax benefit     $86,000

The net deferred tax liability consists of:
                                                       April 30,
Deferred tax liabilities:                                1997
                                                      ----------
    Pension income                                      $751,994
    Investment income Citrus Grove                       730,055
                                                      ----------
    Total deferred tax liabilities                     1,482,049
                                                      ----------

Deferred tax assets:
    Tax loss carry forwards                              462,500
    Directors stock options                               31,500
                  Minimum tax credit                      13,049
    Valuation allowance for deferred tax assets         (139,000)
                                                      ----------
    Total deferred tax assets                            368,049
                                                      ----------
Net deferred income taxes                             $1,114,000
                                                      ==========

Deferred income taxes result principally from timing differences in the
recognition of income and expense between financial and income tax reporting.
The Company has net operating loss carryforwards of approximately $1,060,000
expiring by the year 2012.

A reconciliation of the federal statutory rate to the Company's effective tax
rate is as follows:

                                                          % of
                                                    Pre-Tax Earnings
                                                   1997           1996
                                                  ------         ------
U.S. Federal statutory income rate                 34.0%          34.0%
State income tax , net of federal tax benefits      5.0%           1.5%
Prior year tax adjustments                            0%          21.7%
Reduction of valuation allowance                   (4.0%)            0% 
Other differences net                              (1.0%)           .7%
                                                  ------         ------
                                                   34.0%          57.9%
                                                  ======         ======
6. Retirement Plans:

The Company has a noncontributory defined benefit pension plan covering
substantially all of its employees.  The benefits are based on annual average
earnings for the highest sixty (60) consecutive months (whether or not
continuous) immediately preceding the Participants termination date. Annual
contributions to the plan are at least equal to the minimum amount, if any,
required by the Employee Retirement Income Security Act of 1974 but no greater
than the maximum amount that can be deducted for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also those expected to be earned in the future.  Due to
the overfunded status of the plan, no contributions have been made for each of
the two years in the period ended April 30, 1997.

Net periodic pension expense consists of the following components:
                                        
                                                   Years ended April 30,
                                                  1997              1996
                                                 ---------        ---------
Service cost                                     $(107,068)       $(121,464)
Interest costs                                    (195,867)        (230,050)
Actual return on market related value of assets    199,263          193,498
Net Amortization                                    21,592          119,925
                                                 ---------        ---------
Pension expense                                   $(82,080)        $(38,091)
                                                 =========        ========= 
Expense on pension settlements                    $ 0              $(56,687
                                                 =========        =========

The plan's funded status is as follows:
                                                     1997              1996
                                                   ---------         ---------
Actuarial present value of benefit obligations:
Accumulated benefit obligation:
      -vested                                     $ (1,882,798)   $ (1,746,127)
     - non vested                                       (8,959)        (45,730)
                                                  ------------      ----------
     - total                                      $ (1,891,757)   $ (1,791,857)
                                                   ===========     ===========

Projected benefit obligation                      $ (2,355,323)   $ (2,365,205)
Market related value of plan assets,
primarily U.S. bonds and the Company's stock         2,889,049       3,093,976
Unrecognized net transition asset                     (668,398)       (802,078)
Unrecognized prior service cost                        694,872         767,610
Unrecognized net loss                                1,109,739       1,057,716
                                                  ------------      ----------
Prepaid pension cost                               $ 1,669,939     $ 1,752,019
                                                  ============      ==========

Assumption used in accounting for the Company's defined benefit pension plan
are as follows:


     Discount rate                                 8.0%
     Rate of increase in compensation              8.0%
     Expected long-term rate of return on plan
     assets                                        8.0%


7. Technology transfer agreements

The Company was a party to an agreement with a Dornier GmbH of Germany
whereby the Company was to provide technological documentation and assistance
related to the Company's coaxial helicopters which would result in a
$2,000,000 payment for manufacturing rights. The Company has reached a
new agreement with the licensee to restructure the accord by modifying
certain agreements and extending the contract terms.  The two million dollar
license fee remains in the new agreement.

In May 1987, the Company entered into an agreement with Israel Aircraft of
Israel whereby the Company will provide technological documentation and
assistance related to helicopters. The agreement consists of an evaluation
phase for which a $500,000 fee was received and contains an option to
purchase the technology through November 6, 1997 which may be extended.
In the event the option is exercised, the Company will receive a $1,000,000
fee and future royalties based on sales using the technology.

8. Authorized share increase

At the annual stockholders meeting held on October 25, 1996 the stockholders
approved increasing the authorized shares of the Company's Common Stock from
2,000,000 shares to 4,000,000 shares.

9. Stock Options
The Stockholders adopted a Stock Incentive Plan in 1993 to grant options to
employees. Under the plan, the Company may grant stock in the form of stock
awards or options.  There are two basic types of stock options: incentive
stock options (ISOs) and non-qualified stock options (NQSO).  ISO's receive
favorable tax treatment and require a two year holding period.  NQSO's
trigger a tax event at time of exercise and therefore require only a one year
holding period in conjunction with the restricted nature of the stock being
granted.  ISO's may be granted along with Stock Appreciation Rights (SARs)
which permit the holder to tender his/her option to the Company in exchange
for stock, at no cost to the optionee, that represents the difference between
the option price and the fair market value at date of exercise.  NQSO's may
be issued in tandem with Limited Stock Appreciation Rights (LSARs) which are
exercisable, for cash, only in the event of a change in corporate control.
In addition an incentive kicker may be provided which increases the optioned
number of shares based on the market price of the shares at exercise versus
the option price.  The stock must appreciate at least fifty percent, and the
kicker bonus is capped at one hundred percent.  A reload feature may also be
attached which permits the optionee to tender previously purchased stock, in
lieu of cash, for the purchase of the option shares.  A new option is issued
at the exercise price of the original shares for the number of shares
tendered.  Terms and conditions of the original option govern the reload
terms.   The maximum number of shares that may be granted in any fiscal year
are 35,000.  No shares were granted during FY1997.  35,000 shares are
available for grant in fiscal year 1998. Options generally vest over a two
to four year period and all options not exercised expire five years from
date of grant.

Information as to the stock options and stock grants is summarized as follows:
<TABLE>
<CAPTION>

Stock Options                                         Stock        Stock
                                                     Options       Grants       Total
<S>                                                  <C>          <C>          <C>
Available at April 30, 1995                           28,000        7,000       35,000
Options surrendered upon sars exercised               -2,713                    -2,713
Stock Options exercised at $9.89 per share            -4,375                    -4,375
Stock Grants at $9.89 per share                                    -2,065       -2,065
Options and grants issued at $15.63 per share         23,750        2,000       25,750
                                                      ------       ------       ------

Available at April 30, 1996                           44,662        6,935       51,597
Stock Grants at $9.89 to $15.63 per share                          -3,080       -3,080
Stock Options exercised at $9.89 per share            -1,166                    -1,166
                                                      ------       ------       ------

Available at April 30, 1997                           43,496        3,855       47,351
                                                      ======       ======       ======

Exercisable at April 30, 1997                         13,825            0       13,825
                                                      ======       ======       ======

</TABLE>

The company has elected the disclosure-only provisions of Statement of
Financial Accounting Standard No.123, Accounting for Stock-Based Compensation
("SFAS 123") in accounting for its employee stock options.  Accordingly, no
compensation expense has been recognized.  Had the Company recorded
compensation expense for the stock options based on the fair value at the
grant date for awards in the fiscal year 1996 consistent with the provisions
of SFAS 123, the effect on the Company's net income and net income per share
would have been immaterial.

Non-Employee Director Stock Option Plan:

The company adopted a non-qualified stock option plan for all non-employee
Directors of the Company in October 1996. Each non-employee Director was
given initial option grants when the plan was adopted which are exercisable
in three equal annual installments commencing on the first anniversary of
the grant. Each non-employee Director will also be given 1,250 option grants
(annual option grants) which will be granted on January 1 for calendar year
1997 through 2000. Each option is exercisable on the anniversary of the
grant.

Initial stock option grants                        17,500
Annual stock option grants                          8,750
                                                   ------

Total options outstanding at April 30, 1997        26,250
                                                   ------

Options exercisable at April 30,1997                    0
                                                   ------

The fair value of each option grant is estimated on the date of grant using
the Black Scholes option pricing  model with the following weighted average
assumptions used for grants in fiscal year 1997: expected volatility 15.8%;
risk-free interest rate averaging 5.04% and expected lives of 7 years.
Under these assumptions, the Company realized a charge of $67,500 to
Directors fees and additional paid in capital for the options granted in
1997.

10. Long Term Debt

In 1995 the Company secured a $1,050,000 ten year monthly installment bank
loan maturing October 2005. This loan was used to pay off the balance of the
prior loan and to finance the renovation of certain rental property. The
loan has a fixed principle payment each month of $5,833 and interest at a
floating rate at 2% above the prime rate. The loan is secured by the
assignment of rents and a first collateral mortgage on Building #7. The
loan is also secured by the guarantees of Gyrodyne Petroleum Inc. and
Flowerfield Properties Inc. The remainder of the principal will be paid
as follows:

Fiscal Year 1998                                                      70,000
Fiscal Year 1999                                                      70,000
Fiscal Year 2000                                                      70,000
Fiscal Year 2001                                                      70,000
Fiscal Year 2002                                                      70,000
Thereafter till October 2005                                         595,000
                                                                   ---------
                                                                   $ 945,000

Vehicle term loan bearing 10.9% interest, maturing August 1999         9,923
                                                                   ---------
                                                                     954,923
Less current portion                                                  70,000
                                                                   ---------
                                                                   $ 884,923

11. Off Balance Sheet Risk and Concentration of Credit

Credit risk

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents and long-term
investments. The Company places its temporary cash investments with high
credit quality financial institutions and, by policy, limits the amount of
credit exposure in any one financial institution. At April 30, 1997 the
Company had $909,010 in cash and cash equivalents.  The Company is effected
by the economics of the Oil and the Citrus industries due to its investments
therein. Management does not believe significant credit risk exists at April
30, 1997.

12. Supplementary Information - "Statement of Cash Flows":

                                               Year ended
                                                April 30,
                                           1997            1996
Cash paid during the year for:
- Interest                              $ 103,290        $ 82,153
- Income taxes                          $   2,694        $ 29,172

13.  Employment Contracts

On July 15, 1993 effective as of June 28, 1993, the Board of Directors
through its compensation committee entered into a restrictive five year
employment contract with the President and CEO, at a salary of $110,000
per year subject to annual cost-of-living increases plus certain benefits.
The contract also contains a provision not to compete during the term of the
contract or for a period of two years following termination. In case of
employee's death  or total incapacitation during the contract period, the
contract provides for compensation to continue for the unexpired term of the
employment period or any renewal period. In case of termination as a result
of change in control, merger, change in make-up of Board of Directors or
discharge of employee by the company for any reason other than death or
incapacitation, his salary and all other ancillary benefits to which the
employee is entitled, shall be paid for a period of five full years to the
employee or in case of his death, to his estate. The Compensation Committee
extended the contract one additional year in July 1996 and July 1997.  The
contract will expire July 15, 2002.

14. Fair Value of Financial Instruments

In 1996, the Company adopted Financial Accounting Standards Board Statement
No. 107, which requires the disclosures about the fair value of the Company's
financial instruments. The methods and assumptions used to estimate the fair
value of the following classes of financial instruments were:

Current Assets and Current Liabilities: The carrying amount of cash, current
receivables and payables and certain other short term financial instruments
approximate their fair value.

The estimated fair value of the Company's investment in the Citrus Grove
Partnership at April 30, 1997, based upon an independent third party
appraisal report dated 12/31/96, is approximately $6,400,000 based on the
Company's ownership percentage.

The book value of the Company's long term debt, including the current
portion, approximates its fair value.

Item 8 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

In connection with the audits for the three most recent years, there have
been no disagreements with Holtz Rubenstein & Co., LLP, on any matter of
accounting principles or practices, financial statement disclosures, or
auditing scope or procedure.


PART III

Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

(a)The following table lists the name, ages and positions of all executive
officers and directors and all persons nominated or chosen to become such.
Each director has been elected to the term indicated.  Directors whose term of
office ends in 1997 shall serve until the next Annual Meeting of Stockholders
or until their successors are elected and qualified.

Name & Principal Occupation      Age    First Became a       Current Board 
or Employment                           Director             Term Expires

Dimitri P. Papadakos              52    1968 to 1976         1999
President, CEO and                      1992
Director of the Company   

Peter Pitsiokos                   37       ---
Vice President & General 
Counsel of the Company

Josef Markowski                   45       ---
Vice President, 
Operations of the Company

Joseph L. Dorn                    82    1992                 1998
Former Secretary / 
Treasurer of the Company
Director of the Company

Nicholas Xanthaky                 86    1948                 1997
Professor Emeritus Economics 
Salem State College 
Director of the Company

Robert H. Beyer                   64    1977                 1999
Sr. Inertial Guidance Engineer, 
Naval Air Systems Command 
Director of the Company

Nicholas Goudes                   76    1992                 1997
Owner and Operator of Sharon 
View Country Club 
Director of the Company  

Peter P. Papadakos                34    1993                 1999
Secretary / Treasurer and 
Director, Sa-Tu Corporation
Director of the Company

Stephen V. Maroney                55    1996                 1998
Consultant to the Company and 
Former President of Extebank
Director of the Company

John H. Marburger III             56    1996                 1997
Professor of Physics and 
Former President at 
SUNY Stony Brook
Director of the Company

Philip F.Palmedo                  63    1996                 1998
Chairman of International 
Resources Group
Director of the Company


(b) Business Experience

Dimitri P. Papadakos, age 52, was appointed to the Board of Directors on April 
25, 1992.  He was elected CEO and President on May 30, 1992.  He is also 
President and Director of all the Company's subsidiaries. He was employed by 
Gyrodyne from 1972-1976 and served as Vice President of Flowerfield Properties,
Inc.  In 1981, he rejoined Gyrodyne Company as Director of Real Estate 
Operations. In 1983, he became Assistant Secretary of the Gyrodyne Company and
in 1988 became Vice President. In April 1 1992 he was appointed to the Board 
of Directors of the Company and on May 30, 1992 was elected CEO and President.
Mr. Papadakos holds graduate degrees in both business and communications from 
New York Institute of Technology.

Peter Pitsiokos, age 37, was elected to serve as Vice President on November 28,
1992, and  had served as Assistant Secretary and General Counsel since joining
Gyrodyne Company of America, Inc., earlier in 1992.  Mr. Pitsiokos was formerly
the Executive Assistant District Attorney in Suffolk County, New York.  He also
served as the Assistant Director of Economic Development and the Director of
Water Resources in the Town of Brookhaven.  He holds a Law degree from
Villanova University and a BA degree from the State University of New York at
Stony Brook.

Josef Markowski, age 45 has been Vice President of Operations since October 26,
1995. Prior to joining the Company he was President of Logical Device Software 
(LDS), a company he started in 1988. LDS produced and marketed software 
programs for accounting and production control, and in addition wrote custom 
applications for a variety of fields.  Mr. Markowski has substantial 
experience in manufacturing and holds a degree in Technical Electronics from 
SUNY Farmingdale.

Joseph L. Dorn, age 82, joined the Company in 1951 as Comptroller and  in 1965 
was elected Secretary and Assistant Treasurer.  In April 1992 he was appointed 
to the Board of Directors of the Company and on May 30, 1992 he was promoted to 
Treasurer. Prior to joining Gyrodyne he worked for the Securities and Exchange 
Commission and the United States Navy Cost Office. Mr. Dorn is a Certified 
Public Accountant of the State of New York and is a graduate of Georgetown 
University.

Nicholas Xanthaky, age 86, has been a Director since 1948. He is presently 
Professor Emeritus - Economics at Salem State College, Salem, Massachusetts, 
from which he also has received an honorary Doctorate.  When he retired, he was 
Associate Professor of Economics. From 1977 to June 1993 he was Treasurer of 
the Salem State College Foundation.  He is also a Director of all of Gyrodyne's
subsidiaries, and, from 1951 to 1956, he was employed by Gyrodyne in various
positions, including Secretary and Treasurer.

Robert Beyer, age 64, has been a Director of the company since November 28, 
1977. He is also a Director of the Company's subsidiaries. He held the rank of 
Captain in the United States Naval Reserve and last served on active duty from 
September 1976 to October 1977. Mr. Beyer is presently a senior inertial 
guidance systems engineer for the Naval Air Systems Command. Mr. Beyer was 
employed by Gyrodyne from 1962-1973 as a Technical Representative for the 
company's remotely piloted helicopters and was stationed in Japan from 1963 to 
1970.

Nicholas T. Goudes, age 76, was appointed to the Board of Directors on November 
28, 1992.  He was previously employed by Gyrodyne from 1950 to 1955 and served 
as a member of the finance committee.  Between 1953 & 1957 he was a Director 
and Vice President of Flowerfield Realty, Inc. and Helicopter Securities, Inc. 
A Director and Secretary/Treasurer of Piedmont Enterprises, a recreational and 
food service company, Mr. Goudes has extensive experience in management and 
real estate operations.  From 1987 to 1991 Mr. Goudes served as a Director of 
North Carolina State University Foundation.

Peter P. Papadakos, age 34, was appointed to the Board of Directors on October 
30, 1993, increasing the board to six members. Mr. Papadakos is the son of the
late Chairman and founder of Gyrodyne Company of America, Inc. He currently 
resides in Reno, Nevada and is Secetary/Treasurer and Board member of the Sa-Tu 
Corporation of Nevada. He was previously employed by Gyrodyne Company of 
America from August 1986 thru July 1987 in the aerospace division. Mr. Peter 
Papadakos holds a Bachelor of Science degree from the University of Nevada at 
Reno.

Stephen V. Maroney, age 55, was appointed to the Board of Directors on July 
13, 1996. Mr. Maroney is the former President and Chief Operating Officer of 
Extebank, a billion dollar Long Island bank.  Mr. Maroney's extensive community
contacts and familiarity with Long Island real estate led to his engagement as
a consultant by Gyrodyne.  Mr. Maroney provides the Company with financial and 
operational support services and now spearheads the Company's introduction of 
its Master Plan.

John H. Marburger III, age 56, was appointed to the Board of Directors on July 
13, 1996.  Mr. Marburger the former President of the State University of New 
York at Stony Brook (SUNY) and is currently Professor of Physics at SUNY.  
During his stewardship of the University, SUNY established itself as a class A 
research center  generating a substantial portion of its operating funds from 
grants.  In addition, Mr. Marburger's business community outreach programs 
resulted in the creation of a high-tech business incubator and numerous 
collaborative programs.  He has a Ph.D. in Applied Physics from Stanford 
University.

Philip F. Palmedo , age 63, was appointed to the Board of Directors on July 13,
1996, increasing the board to 9 members.  Mr. Palmedo is Chairman of 
International Resources Group and former President of the Long Island Research 
Institute. He has shepherded numerous fledgling businesses into the financial
and technological markets completing several financing and joint venture 
technology agreements.  He has M.S. and Ph.D. degrees from M.I.T.

(c) Compliance with Section 16(a) of the Exchange Act
A review of all Forms 3 & 4 filed with the Registrant indicates that there were 
no late filings of any required Forms 3 or Forms 4 with the Securities and 
Exchange Commission for fiscal year 1997.  A review of current year filings 
indicates that no 10% holder of Gyrodyne Common Stock $1 P.V. failed to file 
timely reports.

Item 10 Executive Compensation

(a)  Executive Compensation
During the fiscal year ended April 30, 1997 only one executive received 
remuneration in excess of $100,000 in such capacity.  The Chief Executive 
Officer's remuneration is specified below:

<TABLE>

SUMMARY COMPENSATION TABLE
Annual Compensation
<CAPTION>
                                                                        Long Term Compensation
                                   Annual Compensation                  Awards         Payouts

Name and                         Salary    Bonus    Other Annual    Restricted     Securities Underlying      LTIP      All Other
Principal Position       Year      ($)      ($)     Compensation      stock           Options/SARs          Payout    Compensation
                                                        ($)          award($)              (#)                ($)
<S>                      <C>     <C>        <C>        <C>           <C>                <C>                    <C>

Dimitri P. Papadakos

President & CEO          1997    118,379     0          0                0                 0                   0

President & CEO          1996    115,102     0         (A)           $14,531            10,000                 0

President & CEO          1995    112,122     0         (A)               0              17,500                 0

</TABLE>

(A)  The Registrant has concluded that aggregate amounts of personal benefits 
to any of the current executives does not exceed the lesser of $50,000 or 10% 
of compensation and bonuses reported above for the named executive officers, 
and that the information set forth in tabular form above is not rendered 
materially misleading by virtues of the omission of such personal benefits.

(B) As of Fiscal Year ended April 30, 1997 and as of July 17, 1997, none of the 
officers or directors received or were entitled to any long term compensation
payments.  The options granted to Officers during Fiscal Year 1997 are listed
in footnote 9 of "Footnotes to the Financial Statements". As of July 17, 1997 
none these of options have been exercised or canceled. Of the options granted 
in FY 1995 11,643 were exercised and 2,713 were surrendered upon exercise of 
SARs.

<TABLE>
OPTIONS/SAR GRANTS IN FISCAL YEAR
<CAPTION>
                              Number of        % of Total
                              Options/LSARs    Options/SAR     Exercise   Expiration
     Name                     Granted          Granted         Price      Date
--------------------------    -------------    -----------     --------   ----------  
<S>                           <C>              <C>             <C>        <C>
Dimitri P. Papadakos (CEO)     0                0               0

</TABLE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
                                                             Number of         Value of
                                                             Unexercised       Unexercised
                                  Shares                     Options at        Options at
                                  Acquired on    Value       4/30/97           4/30/97
Name                              Exercise       Realized    Unexercisable     Unexercisable
--------------------------        -----------    --------    -------------     ------------- 
<S>                                <C>             <C>        <C>                <C>

Dimitri P. Papadakos (CEO)          0               0          23,125             $0


</TABLE>

(b) Compensation of Directors

Effective February 1, 1995 the Directors annual fee of $7,500 per year will be
paid in stock. For FY 1997, 2,327 shares were issued for the period February
1995 through December 1995 and 7,341 shares were issued for the period January
1996 through December 1996. For the calendar year 1997, stock will be issued in
January 1998. Reimbursement for travel and Company business related expenses
will continue to be  paid in cash..  The Company continued its policy which
states that Directors who are also employees of the Company do not receive any
additional compensation for their services as Directors.  There was no 
additional compensation paid by the Company to any Director for Fiscal Years 
1997 or 1996.

(c) Employment Contracts

(c-1)  On July 15, 1993 effective as of June 28, 1993, the Board of Directors 
by their compensation committee entered into a restrictive five year employment
contract with Dimitri P. Papadakos as President and CEO, at a salary of 
$110,000 per year subject to a minimum annual cost-of-living increase 
commencing July 1, 1994 based on the Consumer Price Index in effect for the 
month of May preceding the July 1 in question for all Urban Consumers for the 
New York, New York and Northeastern New Jersey Region (all items) published by
the Bureau of Labor Statistics, United States Department of Labor.  He will be 
eligible for all benefits offered to other executive employees.  The company is
providing a $1,000,000 24-hour worldwide travel accident policy and a $250,000 
group travel accident policy with his estate as beneficiary.  The company will 
also provide the employee with an automobile and will cover all operating costs
associated therewith.  The contract also contains a provision not to compete 
during the term of the contract or for a period of two years following 
termination.  In case of employee's death or total incapacitation during the
contract period, the contract provides for compensation to continue for the 
unexpired term of the employment period or any renewal period. In case of 
termination as a result of change in control, merger, change in make-up of 
Board of Directors or discharge of employee by company for any reason other 
than death or incapacitation, his salary and all other ancillary benefits to 
which the employee is entitled, shall be paid for a period of five full years 
to the employee or in case of death, to his estate. During Fiscal Year 1997 
Mr. Papadakos received an annualized cost of living increase of $3,290 bringing
his annual salary to $118,379.



Item 11      Security Ownership of Certain Beneficial Owners and Management

(a) The following table sets forth as of June 15, 1997 those persons or 
entities known by the Company to be Beneficial Owners of more than 5% of the 
Company's Common Stock $1 P.V., its only equity security.

<TABLE>
<CAPTION>
Name and Address                           Type of Ownership       Number of shares     Percent of 
                                                                   Owned                Class
<S>                                        <S>                     <C>                  <C>
Gyrodyne Company of America, Inc. 
St. James, NY  11780  (aa)                  Beneficial              78,345               7.61

Polk Bros. Foundation  
420 No. Wabash Ave  Chicago, IL 60611       Beneficial              91,848               8.93

Estate of Peter J. Papadakos 
c/o Chase Manhattan Bank, NA(TTEE) 
1211 Ave of the Americas 
New York, NY  10036                         Beneficial             369,920              35.95

</TABLE>

(aa) As Gyrodyne has the authority to direct the Chase Manhattan Bank & Trust 
Co., the Trustee of the Gyrodyne Pension Plan, to vote the securities of the 
Company held by the Pension Fund, Gyrodyne Company of America, Inc. has been 
listed above as the beneficial owner of the 78,345 shares held by the Chase 
Manhattan Bank and Trust Co. as Trustee for the Gyrodyne Pension Fund.

(b) In addition, the following table as of June 15, 1997 includes the 
outstanding voting securities beneficially owned by the executive officers and
the directors, and the number  of shares owned by directors and executive 
officers as a group.

Name & Principal Occupation         Shares of stock            Pct. of Common 
or Employment                       Beneficially Owned         Stock Owned

Dimitri P. Papadakos                19,583                (A)   1.9
President, CEO and 
Director of the Company

Peter Pitsiokos                      3,206                (D)   (B)
Vice President & General 
Counsel of the Company

Josef Markowski                        203                      (B)
Vice President, Operations

Joseph L. Dorn                       6,758                      (B)
Director of the Company

Nicholas Xanthaky                    7,443                      (B)
Professor Emeritus Economics, 
Salem State College 
Director of the Company

Robert H. Beyer                      3,811                (C)   (B)
Director of the Company

Nicholas Goudes                      2,238                      (B)
Owner and Operator of 
Sharon View Country Club 
Director of the Company 

Peter P. Papadakos                   1,514                (E)   (B)
Secretary/Treasurer 
Sa-Tu Corporation
Director of the Company

Stephen V. Maroney                   4,242                (B)
Consultant to the Company and 
Former President of Extebank
Director of the Company

John H. Marburger III                  869                (B)
Professor of Physics and Former 
President at SUNY Stony Brook
Director of the Company

Philip F.Palmedo                     4,626                (B)
Chairman of International 
Resources Group
Director of the Company

All Directors and Executive
Officers as a Group (11 persons)    54,493                      5.3

(A)  Does not include his wife's and adult children's ownership of 11,813 
     Shares in which he denies beneficial interest.
(B)  Less than 1%.
(C)  Does not include his wife's ownership of 1,638 shares in which he denies 
     any beneficial interest.
(D)  Does not include wife's and minor children's ownership of 248 shares in 
     which he denies any beneficial interest.
(E)  Does not include wife's ownership of 14 shares in which he denies any 
     beneficial interest.


Item 12 Certain Relationships and Related Transactions

(a) Transactions with Management and Others
No officer or director or security holder named in answer to Item 12 or any 
relative or spouse of the foregoing persons had any direct or indirect interest
in any transaction involving the Company or its subsidiaries which exceeded 
$60,000.

(b) Certain Business Relationships
There were no material business relationships between the Company and its 
subsidiaries and the directors, their spouses, relatives, or affiliated 
business interests.

(c) Indebtedness of Management
No loans were made to any officer, director, or any member of their immediate 
families during the fiscal year just ended. Nor were any amounts due and owing 
the Company or its subsidiaries from those parties at fiscal year end.

Item 13 Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Financial Statements
    (1) Independent Auditors' Reports
    (2) Consolidated Balance Sheet April 30, 1997
    (3) Consolidated Statements of Income for the Two Years
         Ended April 30, 1997.
    (4) Consolidated Statements of Cash Flows for the Two
         Years Ended April 30, 1997
    (5) Consolidated Statement of Stockholder's Equity
         for Two Years Ended April 30, 1997
    (6) Notes to Consolidated Financial Statements
    (7) Schedules
        (a)  The information required by the following schedules has been 
             included in the financial statements, is not applicable, or 
             not required.
             Schedule I, II, III, IV, V, VI, VII, VIII, IX, X, XI, X11 & XIII.
        (b)  Reports on Form 8-K
             Incorporated by reference Form S-8 was filed by the Company during
             the third quarter of FY1997.
        (c)  Exhibits
             None


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this Report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

GYRODYNE COMPANY OF AMERICA, INC.

SGD/ Dimitri P. Papadakos
Dimitri P. Papadakos, President, Treasurer, Director
and Principal Executive Officer
Date: July 28, 1997

SGD/ Frank D'Alessandro
Frank D'Alessandro, Controller   
Date:  July 28, 1997


********************
Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following on behalf of the Registrant 
and in the capacities and on the dates indicated.

SGD/ Joseph L. Dorn
Nicholas Xanthaky*, Director 
Date: July 28, 1997  

SGD/ Joseph L. Dorn
Robert H. Beyer*, Director 
Date:  July 28, 1997  

SGD/ Joseph L. Dorn
Joseph L. Dorn, Director 
Date:  July 28, 1997

*by power of attorney


BOARD OF DIRECTORS

Dimitri P. Papadakos President and CEO
Joseph L. Dorn Retired
Nicholas Xanthaky Professor Emeritus, Economics Salem State College
Robert H. Beyer Retired
Nicholas T. Goudes Owner, Sharon View Country Club
Peter P. Papadakos  Secretary/Treasurer, Sa-Tu Corporation
Stephen V. Maroney  Consultant to the Company
John H. Marburger III  Professor of Physics
Philip F. Palmedo  Chairman, Int'l Resource Group


OFFICERS

Dimitri P. Papadakos 
President, Treasurer and CEO

Peter Pitsiokos 
Vice President, Secretary and General Counsel

Josef  Markowski 
Vice President of Operations


AUDITORS

HOLTZ RUBENSTEIN & COMPANY, LLP
125 Baylis Road
Melville, New York  11747


TRANSFER AGENT AND REGISTRAR

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey  07016