1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
(Mark One)
 X  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 For the fiscal year ended December 31, 2004

    Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 For the transition period from ________ to________

                                               Commission File Number 005-51849

                                Bexil Corporation
                 (Name of small business issuer in its charter)

      Maryland                                             13-3907058
(State of incorporation)                    (I.R.S. Employer Identification No.)
11 Hanover Square, New York, New York                        10005
--------------------------------------------------------------------------------
   (Address of principal executive offices)               (Zip Code)
Registrant's telephone number,
including area code: 1-212-785-0400

Securities registered pursuant
to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
  Common Stock                                American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: n/a

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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: $167,160.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of May 9,
2005: 604,101 shares at $14.33 per share as of May 9, 2005, or $8,656,767.

The number of shares outstanding of the issuer's classes of common equity, as of
May 20, 2005: Common Stock, par value $.01 per share - 879,591 shares



                                      -1-
<PAGE>



Item                                                                        Page

Item 1.  Description of Business...............................................3

Item 2.  Description of Property...............................................6

Item 3.  Legal Proceedings.....................................................6

Item 4.  Submission of Matters to a Vote of Security Holders...................6

Item 5.  Market for the Company's Common Equity, Related Stockholder
         Matters and Small Business Issuer Purchases of Equity Securities. ....8

Item 6.  Management's Discussion and Analysis or Plan of Operation.............8

Item 7.  Financial Statements.................................................10

Item 8A. Controls and Procedures..............................................24

Item 9.  Directors and Executive Officers of the Registrant...................25

Item 10. Executive Compensation...............................................27

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters......................................29

Item 12. Certain Relationships and Related Transactions.......................32

Item 13. Exhibits.............................................................32

Item 14. Principal Accountant Fees and Services...............................34



                                      -2-
<PAGE>



                                     PART I


Item 1.           Description of Business

Bexil Corporation, a Maryland corporation ("we," "us" or the "Company), is a
holding company. We have 10 employees. Our primary holding is a 50% interest in
privately held York Insurance Services Group, Inc. ("York").

The Company was incorporated under the laws of the State of Maryland as "Bull &
Bear U.S. Government Securities Fund, Inc." on August 30, 1996. The Company
registered as a investment company with the Securities and Exchange Commission
("SEC") by filing a Form N-8A and Form N-2 on September 27, 1996. On October 4,
1996, the Company's predecessor (a mutual fund which had commenced operations on
March 7, 1986 as a diversified series of shares of Bull & Bear Funds II, Inc.,
an open-end management investment company organized in 1974) transferred its net
assets to the Company in exchange for shares of the Company. Thus, since 1986,
the Company (including its predecessor) was regulated under the Investment
Company Act of 1940 (the "1940 Act"), and the rules and regulations promulgated
thereunder, and under the Company's fundamental investment policies contained in
its registration statement filed pursuant to the 1940 Act. The Company changed
its name to Bexil Corporation on August 26, 1999.

On January 6, 2004 the Company announced that an order declaring that it has
ceased to be an investment company was issued by the SEC. The order was
effective immediately. As a result, we are currently a publicly-held company
listed on the American Stock Exchange subject to the reporting and other
requirements of the Securities Exchange Act of 1934, as amended, and are no
longer subject to regulation under the 1940Act.

For 2004 the Company's 50% interest in York is accounted for using the equity
method and, therefore, York's financial statements are not consolidated with our
own. For 2003, inasmuch as the Company was a registered investment company at
that time, York is accounted for using the fair value method.

         York Insurance Services Group, Inc. - Business

York is one of the leading privately owned insurance services business process
outsourcing ("BPO") companies in the United States. Since the 1930's, York,
through predecessor companies, has served as both an independent adjustment
company and third party administrator ("TPA") providing comprehensive claims,
data, and risk related services to insurance companies, self-insureds, and
intermediaries throughout the United States. More recently York has established
business units in the program management, licensed private investigation,
recovery, environmental consulting, retail logistics and large/complex loss
adjusting markets.

         York Industry Profile and Risks

The insurance services industry in which York competes is fragmented and
includes captive and independent service providers. Captives are typically owned
and operated by insurance carriers and brokers. Independents competitors include
a few large, small group of mid-sized, and many small companies. York is one of
the largest independent companies within the mid-sized group. York seeks to
position itself as a nimble, nationwide provider of a broad array of insurance
services. York's objective is to offer its customers the flexibility of the
smaller providers combined with the infrastructure and service offerings of
larger competitors.



                                      -3-
<PAGE>



York competes in the domestic and international markets for claims
administration, claims adjusting, and related services, which are highly
competitive. A large number of companies compete in varying ways in various
segments of the market. Competitors include those insurance companies that have
their own claims handling capabilities, insurance brokers offering adjusting and
related services to supplement brokerage services, as well as national, regional
and small adjusting companies.

Although there are a large number of property and casualty insurers, the major
insurers, which account for a substantial portion of the market, typically
maintain a staff of adjusters on their payrolls. Generally, insurers use this
staff to adjust automobile and smaller property claims; however many insurers
also have internal adjusting staffs which handle claims that are larger or more
complicated. Nonetheless, to varying degrees, property and casualty insurers
"outsource" claims adjusting, whether entirely, on a multi-policy "program"
basis or, a policy-by-policy basis or on an adjustment-by-adjustment basis.

Insurers have numerous reasons for out-sourcing claims handling. Some insurers
have elected to reduce overhead by eliminating internal claims adjusting
capability in whole or in part. Others have specialized requirements for
specialized adjusting services. Additionally, certain claims may require
adjusting services outside the geographic area that an insurer's staff can
handle conveniently. Insurers' relationships with insureds or managing general
agents, and those parties' relationships with claims administrators, may also
result in an insurer out-sourcing claims. York makes its services available to
those insurers wishing to out-source claims handling.

Insurance markets tend to be cyclical in nature. As markets "harden", premiums,
deductibles and "self-insured retention" amounts tend to increase, while
coverage terms tend to become more restrictive. As markets "soften", the
opposite tends to occur. Different business opportunities arise in all phases of
these cycles. For example, the higher deductibles and self-insured retention
amounts seen during a "hard" market may lead insureds to take a greater degree
of control over the claims handling process. This presents an opportunity for
York to provide service to "self-insured" parties. On the other hand, a "soft"
market will tend to cause insurers to seek to cut costs. One way insurers try to
do this is by reducing the overhead of their in-house claims departments. This
presents an opportunity to York to handle "out-sourced" claims.

The insurance industry is heavily regulated and has recently been the focus of
intense scrutiny. Business practices of brokers, agents, insurance carriers and
reinsurers have all been under review including many customers and parties that
refer business to York. It is uncertain what impact these recent regulatory
initiatives will have on the insurance industry and ultimately on York's
business. To the extent that these regulatory initiatives lead to changes in the
industry, York believes that both risks to its current business and
opportunities for new business may be created.



                                      -4-
<PAGE>



York obtains business from numerous sources, including insurers, insurance
brokers, managing general agents ("MGA's"), captives, government agencies,
public entities, private self-insured companies, consultants, and trade
associations. Many of York's sources of revenue often involve multi-party
relationships. For example, an important source of business for York is
industry-specific programs. These programs often involve a large group of
policyholders, a trade association, a managing general agent, in conjunction
with an insurance carrier, each of whom exercise influence over how the program
is managed and who is selected to manage the claims. Despite these multi-party
relationships, York frequently contracts with the insurer. One such insurer
represented approximately 19% of York's revenue in 2004 and 2003, most of which
was derived from TPA services provided on industry-specific program business
which also involved relationships with MGA's and trade associations which are an
integral part of the buying decision. This insurer is a A+ rated (Superior by
A.M. Best) company and York services less than 5% of their total claims
business. York has also generated revenues with multiple affiliates of this
insurer, representing in the aggregate an additional amount of less than 10% of
York's 2004-2003 revenues.

York manages claims for residual market property and auto plans in over 20
states. The selection of York as TPA on these programs is influenced by each
individual state plan, the servicing carrier which manages each plan, the state
departments of insurance which oversee each plan, and the representatives of
insurance companies who serve on the Boards of each plan. York sometimes
contracts directly with the residual market plan, and sometimes with the
servicing carrier, including some of the affiliated insurers referred to above.
In every instance York is approved as claims TPA by the residual market plan in
each state and acts as agents of the plan. In the aggregate, residual market
plans represented approximately 30% of York's revenue in 2004 and 2003. Each of
these state residual market plans is a separate customer relationship and as
such, the customer concentration disclosure above does not reflect any business
derived from residual market plans.

         Forward Looking Information

Information or statements provided by or on behalf of the Company from time to
time, including those within this Annual Report on Form 10-KSB, may contain
certain "forward-looking information", including information relating to
anticipated growth in revenues or earnings per share, anticipated changes in the
amount and composition of assets under management, anticipated expense levels,
and expectations regarding financial market conditions. The Company cautions
readers that any forward-looking information provided by or on behalf of the
Company is not a guarantee of future performance and that actual results may
differ materially from those in forward-looking information as a result of
various factors, including but not limited to those discussed below. Further,
such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.



                                      -5-
<PAGE>



Certain written and oral statements made or incorporated by reference from time
to time by the Company in this report, other reports, filings with the
Securities and Exchange Commission, press releases, conferences, or otherwise,
contain "forward looking information" and are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements. Forward-looking statements may be identified, without limitation,
by the use of such words as "anticipates", "estimates", "expects", "intends",
"plans", "predicts", "projects", "believes", or words or phrases of similar
meaning. Forward-looking statements include risks and uncertainties which could
cause actual results or outcomes to differ materially from those expressed in
the forward-looking statements. In addition to other factors and matters
discussed elsewhere herein, some of the important facts that could cause actual
results to differ materially from those discussed in the forward-looking
statements include the following: changes in general economic conditions in
York's major geographic markets; occurrences of weather-related, natural and
man-made disasters, changes in overall employment levels and associated injury
rates in the United States; changes in the degree to which property and casualty
insurance carriers outsource their claims handling functions; decisions by major
insurance carriers and underwriters and brokers to expand their activities as
third party administrators and adjusters, which would directly compete with
York's business; the ability to identify new revenue sources not directly tied
to the insurance underwriting cycle; the growth of alternative risk programs and
the use of independent third party administrators such as York, as opposed to
administrators affiliated with brokers or insurance carriers; ability to develop
or acquire information technology resources to support and grow York's business;
the ability to recruit, train and retain qualified personnel; the renewal of
existing major contracts with clients and York's ability to obtain such renewals
and new contracts on satisfactory financial terms and the creditworthiness of
its major clients; changes in accounting principles or application of such
principles to York's business; and any other factors referenced or incorporated
by reference in this report and any other publicly filed report. The risks
included above are not exhaustive.

Other sections of this report may include reference to the additional factors
which could adversely impact the Company's and York's business and financial
performance. Moreover, the Company and York operate in a very competitive and
rapidly changing environment. New risk factors emerge from time to time, and it
is not possible for management to predict all such risk factors, nor can it
assess the impact of known risk factors on the Company and York's business or
the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking
statement. The Company undertakes no obligation to revise or publicly release
the results of any revisions to forward-looking statements or to identify any
new risk factors which may arise. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual future results.



                                      -6-
<PAGE>



Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material, non-public information. Accordingly, investors
should not assume that the Company agrees with any statement or report issued by
any analyst irrespective of the content of the statement or report. Furthermore,
the Company has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Company.

Item 2.           Description of Property

The principal office of the Company is located at 11 Hanover Square, New York,
New York 10005. The Company shares this office space of 3,800 square feet (and
various administrative and other support functions) with Winmill & Co.
Incorporated, Tuxis Corporation, and their affiliates (the "Affiliates") and
pays an allocated cost based on an estimated assessment of use and other
factors. The Company is expected to reimburse the Affiliates for this office
space and for the year ended December 31, 2004 and 2003, the Company charged
operations approximately $30,200 and $28,600 respectively.

Item 3.           Legal Proceedings

From time to time, the Company and/or its subsidiaries are threatened or named
as defendants in litigation arising in the normal course of business. As of
December 31, 2004, neither the Company nor any of its subsidiaries was involved
in any litigation that, in the opinion of management, would have a material
adverse impact on the consolidated financial statements.

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

No matter was submitted to a vote of security holders during fourth quarter of
the year covered by this report.



                                      -7-
<PAGE>



                                     PART II


Item 5.           Market for the Company's Common Equity, Related Stockholder
                  Matters and Small Business Issuer Purchases of Equity
                  Securities

The Company's Common Stock trades on the American Stock Exchange under the
symbol BXL. There are approximately 223 holders of record of Common Stock as of
December 31, 2004. In addition, there are an indeterminate number of beneficial
owners of Common Stock that are held in "street name." No dividends were paid on
the Common Stock in the past year and the Company does not expect to pay any
such dividends in the foreseeable future. The high and low sales prices of the
Common Stock during each quarterly period over the last two years were as
follows:

                               2004                           2003
                      ----------------------          ---------------------
                        High          Low               High          Low
First Quarter         $27.8500      $16.1000          $12.1200     $10.1000
Second Quarter        $25.2000      $17.6500          $15.3200     $10.5900
Third Quarter         $18.2500      $15.2500          $16.3400     $13.2300
Fourth Quarter        $17.7500      $15.7500          $16.2000     $15.3800

      Equity Compensation Plan Information
<TABLE>
<CAPTION>
                                                                                            Number of
                                                                   Weighted-                Shares
                                      Number of                    average exercise         remaining available
                                      shares to be issued          price of outstanding     for future issuance
                                      upon exercise of             options, warrants        under equity
                                      outstanding options          and rights               compensation plans
<S>                                           <C>                     <C>                         <C>
Equity Compensation Plans
    approved by security holders         143,000$21.47              32,918                         -
Equity Compensation Plans not
    approved by security holders                  -                     -                          -
                                               -------              ------                      ------
Total                                    143,000$21.47              32,918                         -
                                         =============              ======                      ======
</TABLE>
         Purchases of Equity Securities By The Issuer

None



                                      -8-
<PAGE>



Item 6.           Management's Discussion and Analysis or Plan of Operation

Bexil is a holding company. We have 10 employees. Our primary holding is a 50%
interest in privately held York Insurance Services Group, Inc. ("York").

The Company was incorporated under the laws of the State of Maryland as "Bull &
Bear U.S. Government Securities Fund, Inc." on August 30, 1996. The Company
registered as a investment company with the Securities and Exchange Commission
("SEC") by filing a Form N-8A and Form N-2 on September 27, 1996. On October 4,
1996, the Company's predecessor (a mutual fund which had commenced operations on
March 7, 1986 as a diversified series of shares of Bull & Bear Funds II, Inc.,
an open-end management investment company organized in 1974) transferred its net
assets to the Company in exchange for shares of the Company. Thus, since 1986,
the Company (including its predecessor) was regulated under the Investment
Company Act of 1940 (the "1940 Act"), and the rules and regulations promulgated
thereunder, and under the Company's fundamental investment policies contained in
its registration statement filed pursuant to the 1940 Act. The Company changed
its name to Bexil Corporation on August 26, 1999.

On January 6, 2004 the Company announced that an order declaring that it has
ceased to be an investment company was issued by the SEC. The order was
effective immediately. As a result, we are currently a publicly-held company
listed on the American Stock Exchange subject to the reporting and other
requirements of the Securities Exchange Act of 1934, as amended, and are no
longer subject to regulation under the 1940Act.

For 2004 the Company's 50% interest in York is accounted for using the equity
method and, therefore, York's financial statements are not consolidated with our
own. For 2003, inasmuch as the Company was a registered investment company at
that time, York is accounted for using the fair value method.

         York Insurance Services Group, Inc. - Business

York is one of the leading privately owned insurance services business process
outsourcing ("BPO") companies in the United States. Since the 1930's, York,
through predecessor companies, has served as both an independent adjustment
company and third party administrator ("TPA") providing comprehensive claims,
data, and risk related services to insurance companies, self-insureds, and
intermediaries throughout the United States. More recently York has established
business units in the program management, licensed private investigation,
recovery, environmental consulting, retail logistics and large/complex loss
adjusting markets.

In 2003 the Investment in York was accounted at fair value as required by the
Investment Company Act of 1940. When the company deregistered in 2004 it had to
comply with the accounting rules of the Securities and Exchange act of 1934,
which required the investment in York to be accounted for under equity method of
accounting as discussed in the introductory paragraph. This resulted in an
accounting change, refer to footnote number 2.



                                      -9-
<PAGE>



2004 Compared to 2003

The 2003 financial statement information filed with the 2004 Forms 10QSB as of
and for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004
was retroactively restated from that filed during 2003 as a result of
management's original application of APB No. 20. In connection with the
preparation of its 2004 annual financial statements for inclusion in this Form
10KSB, management determined that such application of APB No. 20 was not
appropriate under the circumstances. Instead, the accounting impact of the
change in corporate form resulting from the de-registration should be treated as
a change in accounting principle in accordance with APB No. 20. As such,
applicable APB No. 20 guidance requires a cumulative effect adjustment as of the
date of the accounting change (in this case the effective date of the change is
January 1, 2004) instead of a retroactive restatement of prior periods presented
as had previously been applied for the 2004 10QSB filings.
A comparison of the information included in the summary of operations for 2003
as filed in the 2004 10QSBs versus what would have been presented using the
appropriate application of APB No. 20 as described above follows:

<TABLE>
<CAPTION>
                                                              2004            2003
                                                              ----            ----
Revenues
<S>                                                            <C>              <C>
Realized and unrealized appreciation on investments                        $ 5,232,133
  Interest and dividends                                   $   51,052          166,349
  Other                                                       116,108           11,000
                                                           ----------      -----------
                                                              167,160        5,409,482
                                                           ----------      -----------

Expenses
  General and administrative                                813,613            575,555
  Communication costs                                        30,348             34,212

  Professional fees                                         182,796            109,405
                                                           --------            -------
                                                          1,026,757            719,172
                                                          ---------            -------

Loss before income taxes and equity in earnings of
   York Insurance Services Group, Inc.                     (859,597)         4,690,310

Income tax (benefit)                                       (267,294)         2,207,241
Equity in earnings of York Insurance Services
   Group, Inc.                                            2,812,088
                                                          ----------         ---------


  Net income                                            $  2,219,785       $ 2,483,069
                                                        ============       ===========
</TABLE>



                                      -10-
<PAGE>

For the year ended December 31, 2004 compared to the year ended December31, 2003
, the Company's total revenues of $167,160 decreased $5,242,322 from $5,409,482
and equity earnings (net of taxes) of $2,812,088 were recognized in 2004 and not
in 2003, due to an accounting change from fair value accounting to equity method
accounting. Interest and dividends decreased by $115,295 primarily due to lower
interest rates and lower investable assets.

Total expenses of $1,026,757 increased $307,585 or 42.8%. General and
administrative expenses increased $238,058 or 41.4% primarily due to higher
employee costs. Professional fees of $182,796 were $73,391 higher than those in
2003 due to higher legal costs arising out of the adoption of the 2004 Long Term
Incentive Plan and unanticipated higher auditing fees. Communication expense
declined $3,728 or 11.3% from $34,212.

For the reasons described above, net income for the year ended December 31, 2004
was $2,219,785 or $2.52 per share on a diluted basis as compared to net income
of $2,483,069 or $2.84 per share on a diluted basis for the twelve months ended
December 31, 2003.


         Liquidity and Capital Resources

The following table reflects the Company's consolidated working capital, total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                            December 31,
                                   -----------------------------
                                   2004                     2003
                                   ----                     ----
       Working Capital        $ 3,402,659             $  4,318,571
       Total Assets           $ 15,114,564            $ 20,542,310
       Long-Term Debt         $        -              $       -
       Shareholders' Equity   $ 14,870,744            $ 15,148,085

For the year ended 2004, working capital decreased $915,612 primarily due to
cash used in operating activities. Total assets and shareholders' equity
decreased $5,427,746 and $277,341, respectively, due primarily to net income
recorded for the year and difference due to accounting change. Refer to footnote
number 2.

Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to adversely
affect the Company's capital resources.

Item 7.           Financial Statements

Financial Statements required by Item 310(a) of Regulation S-B.



                                      -11-
<PAGE>

                              FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

Balance Sheet
    December 31, 2004

Statements of Income
   Years ended December 31, 2004 and 2003

Statement of Changes in Net Assets for the year ended December 31, 2003 and
   Statement of Changes in Shareholders Equity for the year ended December 31,
   2004

 Statements of Cash Flows
   Years ended December 31, 2004 and 2003

Notes to Financial Statements



                                      -12-
<PAGE>



INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Bexil Corporation
New York, NY

         We have audited the accompanying balance sheet of Bexil Corporation as
of December 31, 2004, and the related statements of income, stockholders'
equity, and cash flows for the years ended December 31, 2004 and 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

         In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2004,
and the results of its operations and its cash flows for the years ended
December 31, 2004 and 2003 in conformity with accounting principles generally
accepted in the United States of America.

     As more fully described in Note 2 to the financial statements, in 2004 the
Company completed the process of deregistering as a filer under the Investment
Company Act of 1940 and mow files in accordance with the Securities and Exchange
Actof 1934.As a result, the financial statements for the period subsequent to
the de-registration are presented on a different basis of accounting than those
for periods prior to the de-registration and, therefore, are not directly
comparable


DELOITTE & TOUCHE LLP
Parsippany, NJ
June 14, 2005



                                      -13-
<PAGE>



                                BEXIL CORPORATION
                                  BALANCE SHEET
                                December 31, 2004
                                     ASSETS

Current Assets:
  Cash and cash equivalents                                        $   3,601,311
  Receivables, prepaid assets and other                                   45,168
                                                                   -------------
    Total Current Assets                                               3,646,479
                                                                      ----------

Fifty percent interest in unconsolidated
affiliate (Note 8)                                                     9,423,487
Goodwill (Note 8)                                                      1,500,000
Other investments (Note 3)                                               326,605
Deferred taxes                                                           217,993
                                                                      ----------
                                                                      11,468,085

    Total Assets                                                  $   15,114,564
                                                                  ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                               243,820
                                                                        --------
    Total Current Liabilities                                            243,820
                                                                        --------

Shareholders' Equity (Notes 3 and 4)

 Common Stock, $0.01 par value
 10,000,000 shares authorized
    879,591 shares issued and outstanding                                  8,796
 Additional paid-in capital                                           12,642,163
 Retained earnings                                                     2,219,785
                                                                     -----------
Total Shareholders' Equity                                            14,870,744
                                                                     -----------
Total Liabilities and Shareholders' Equity                        $   15,114,564
                                                                  ==============



        See accompanying notes to the financial statements

                                      -14-
<PAGE>



                                BEXIL CORPORATION
                STATEMENTS OF INCOME FOR YEARS ENDED DECEMBER 31

                                                                          2004
                                                                          ----
Revenues:
Realized and unrealized appreciation on investments
  Interest and dividends                                                $ 51,052
  Other (Note 7)                                                         116,108
                                                                        --------
                                                                         167,160
                                                                        --------

Expenses:
  General and administrative (Note 7)                                    813,613
  Communication costs                                                     30,348
  Professional fees                                                      182,796
                                                                       ---------
                                                                       1,026,757
                                                                       ---------

(Loss) income before income taxes and equity in
 earnings of York Insurance Services Group, Inc.                       (859,597)

Income tax (benefit) (Note 6)                                          (267,294)
Equity in earnings of York Insurance Services
   Group, Inc.                                                         2,812,088
                                                                       ---------


  Net income                                                         $ 2,219,785
                                                                     ===========

Per share net income:

  Basic                                                                   $ 2.52
  Diluted                                                                 $ 2.52

Weighted average common shares outstanding:

  Basic                                                                  879,591
  Diluted                                                                879,591

         See accompanying notes to the financial statements.



                                       -15-
<PAGE>



                                BEXIL CORPORATION
                             STATEMENT OF OPERATIONS
                          Year Ended December 31, 2003


INCOME:
   Interest                                           $166,349
   Other                                                11,000
                                                      --------
     Total income                                      177,349

EXPENSES:
   Salaries                                            430,100
   Professional                                        109,405
   Directors                                            35,440
   Printing                                             26,358
   Transfer agent                                       11,625
   Registration                                          7,867
   Custodian                                               380
   Other                                                97,997
                                                      --------
     Total operating expenses                          719,172
                                                      --------
     Net operating loss before income taxes           (541,823)
     Income tax benefit                                193,635
                                                      --------
       Net operating loss                             (348,188)
                                                      --------



REALIZED AND UNREALIZED GAIN
(Losses) ON HOLDINGS
(LOSS) ON
   Net realized gain on holdings                        30,093
   Unrealized appreciation on holdings
    during the period                                5,202,040
   Deferred tax expense                             (2,400,876)
                                                     ---------
    Net realized and unrealized gain on holdings     2,831,257
                                                     ---------
     Net increase in net assets resulting
      from operations                               $2,483,069
                                                    ==========





                                      -16-
<PAGE>



Statement of Changes in Net Assets for the year ended December 31, 2003
(Predecessor Basis) and Statement of Changes in Shareholders Equity for the year
ended December 31, 2004
<TABLE>
<CAPTION>
                                                                                   2003
                                                                             Predecessor Basis
OPERATIONS FOR 2003
 <S>                                                                               <C>
      Net loss                                                                $    (348,188)

      Net Unrealized gain from security transactions                                 30,093

      Unrealized appreciation on Holdings during the period                       2,801,164
                                                                                -----------
      Net Change in net assets resulting from operations
                                                                                  2,483,069

DISTRIBUTIONS TO SHAREHOLDERS FOR 2003

      Tax return of capital to shareholders ($0.60 per share)                      (522,612)

CAPITAL SHARE TRANSACTIONS FO R2003

      Increase in net assets resulting from reinvestment of
      distributions (14,530 shares)                                                 201,417
                                                                                -----------


      Total Change in Net Assets                                                  2,161,874

NET ASSETS

      Balance as of January 1, 2003                                              12,986,211
                                                                                -----------
      Balance as of December 31, 2003                                        $   15,148,085
                                                                                -----------

-----------------------------------------------------------------------------------------------------------------------------------

                                                                                     2004

                                                                                --------------
Net Assets to Allocate to Shareholders Equity as of January 1, 2004             $   15,148,085
                                                                               ---------------

ADDITIONAL PAID IN CAPITAL

      Allocated Balance as of January 1, 2004 (Predecessor Basis)                    9,437,230

      Transitional Adjustment from Asset Value Under Predecessor Basis              (2,497,127)

      Adjustment for Predecessor Retained Earnings                                   5,702,059
                                                                                --------------
      Balance as of December 31, 2004
                                                                                    12,642,162

COMMON STOCK

      Allocated Balance as of January 1, 2004 (879,591 shares, $0.01 par)
      (Predecessor Basis)                                                                8,796

                                                                                --------------
      Par Value of Common Stock December 31, 2004 (879,591 shares, $.01 par)
                                                                                         8,796

RETAINED EARNINGS

      Allocated Balance as of January 1, 2004 (Predecessor Basis)                    5,702,059

      Reclassification for Predecessor Basis                                        (5,702,059)

      Net Income                                                                     2,231,929
                                                                                --------------
      Balance as of December 31, 2004
                                                                                     2,231,929

                                                                                --------------
TOTAL SHAREHOLDERS EQUITY AS OF DECEMBER 31, 2004                               $   14,882,887
                                                                                ==============
                                                                                --------------


See accompany notes to the financial statements.




                                      -17-
<PAGE>



                                BEXIL CORPORATION
                            STATEMENTS OF CASH FLOWS

                                                                       2004
                                                                       ----
Cash Flows from Operating Activites

 Net income                                                         $ 2,219,785
                                                                    -----------
 Adjustments to reconcile net income to net cash
   used in operating activities:
   Equity in earnings of subsidiary                                  (3,020,550)
   Increase (decrease) in deferred income taxes                         (95,006)
   Net realized gain on investments                                      (3,417)

 (Increase)decrease in:
    Prepaid expenses and other assets                                     4,282
  Decrease in:
    Accrued other expenses                                               (1,779)
                                                                         -------
  Total adjustments                                                  (3,116,470)
                                                                     -----------
    Net cash used in operating activities                              (896,685)
                                                                     -----------


Cash Flows from Investing Activites:
   Maturity of investments                                            4,300,000
   Purchase of investments                                               (1,605)
                                                                      ----------
     Net cash provided by investing activities                        4,298,395
                                                                      ----------

Cash Flows from Financing Activities:
    Cash dividend distribution and reinvestment                             -
                                                                            -
    Net cash used for financing activities


    Net increase (decrease) in cash and cash equivalents              3,401,710

Cash and Cash Equivalents
  At beginning of period                                                199,601
                                                                        -------
  At end of period                                                  $ 3,601,311
                                                                    ===========
</TABLE>
See accompanying notes to the financial statements.

Supplemental disclosure: The Company paid no Federal income tax during the years
ended December 31, 2004 and 2003.



                                      -18-
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Bexil Corporation, a Maryland corporation ("we," "us" or the "Company), is a
holding company. We have 10 employees. Our primary holding is a 50% interest in
privately held York Insurance Services Group, Inc. ("York"). Our 50% interest in
York is accounted for using the equity method during 2004. and, therefore,
York's financial statements are not consolidated with our own. In 2003 and
prior, the investment in York was accounted for on a fair value basis

The Company was incorporated under the laws of the State of Maryland as "Bull &
Bear U.S. Government Securities Fund, Inc." on August 30, 1996. The Company
registered as a investment company with the Securities and Exchange Commission
("SEC") by filing a Form N-8A and Form N-2 on September 27, 1996. On October 4,
1996, the Company's predecessor, a mutual fund which had commenced operations on
March 7, 1986 as a diversified series of shares of Bull & Bear Funds II, Inc.,
an open-end management investment company organized in 1974, transferred its net
assets to the Company in exchange for shares of the Company. Thus, since 1986,
the Company (including its predecessor) was regulated under the Investment
Company Act of 1940 (the "1940 Act"), and the rules and regulations promulgated
there under, and under the Company's fundamental investment policies contained
in its registration statement filed pursuant to the 1940 Act. The Company
changed its name to Bexil Corporation on August 26, 1999.

On January 6, 2004 the Company announced that an order declaring that it has
ceased to be an investment company was issued by the SEC. The order was
effective immediately. We are currently a publicly-held company listed on the
American Stock Exchange subject to the reporting and other requirements of the
Securities Exchange Act of 1934, as amended, and are no longer subject to
regulation under the 1940Act.

         York Insurance Services Group, Inc. - Business

York is one of the leading privately owned insurance services business process
outsourcing ("BPO") companies in the United States. Since the 1930's, York,
through predecessor companies, has served as both an independent adjustment
company and third party administrator ("TPA") providing comprehensive claims,
data, and risk related services to insurance companies, self-insureds, and
intermediaries throughout the United States. More recently York has established
business units in the program management, licensed private investigation,
recovery, environmental consulting, retail logistics and large/complex loss
adjusting markets.

         Basis of Presentation

The financial statements include the accounts of the Company. In preparing
financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.



                                      -19-
<PAGE>



         Cash and Cash Equivalents

Investments in money market funds are considered to be cash equivalents. At
December 31, 2004, the Company had invested approximately $3,092,700 in a money
market fund.

         Marketable Securities

The Company classified its investment in U.S. Treasury notes as held-to-maturity
securities since the Company had the positive intent and ability to hold to
maturity, and accordingly these securities were recorded at amortized cost. The
Company's other material investment in marketable securities is in common stock
of a non-public entity with no readily available market price, and accordingly
this security was carried at the lower of cost or estimated net realizable
value.

         Income Taxes

The Company's method of accounting for income taxes conforms to Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the financial
reporting basis and the tax basis of assets and liabilities. Segment Information

         Reporting Segment

The Company's operations are organized around insurance services and classified
into one reporting segment - insurance services.

         Earnings Per Share

Basic earnings per share is computed using the weighted average number of shares
outstanding. Diluted earnings per share is computed using the weighted average
number of shares outstanding adjusted for the incremental shares attributed to
potentially diluted securities including outstanding options to purchase common
stock. The following table sets forth the computation of basic and diluted
earning per share:



                                      -20-
<PAGE>



<TABLE>
<CAPTION>
                                                                  2004                  2003
                                                                  ----                  ----
<S>                                                               <C>                    <C>
Numerator for basic and diluted earnings per share:
  Net income                                                  $ 2,231,929           $ 2,229,963
                                                              ===========           ===========

Denominator:
  Denominator for basic
   earning per share:
  Weighted-average shares                                         879,591               873,016
  Effect of dilutive securities:
   Employee stock options *                                           -                     -
                                                                  -------               -------

Denominator for diluted earnings per share:
  adjusted weighted-average shares
  and assumed conversion                                          879,591               873,016
                                                                  =======               =======
</TABLE>
Does not include 143,000 employee stock options issued in 2004 because they were
anti-dilutive. No options were issued in 2003. Company applies APB Opinion 25
and related interpretations in accounting for its stock option plan.
Accordingly, no compensation cost has been recognized for its stock option plan.
Pro forma compensation cost for the Company's plan is required by Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
123") and has been determined based on the fair value at the grant dates for
awards under the plan consistent with the method of SFAS 123. For purposes of
pro forma disclosure, the estimated fair value of the options is amortized to
expense over the options' vesting period. The Company's pro forma information
follows:

                                                       December 31,
                                           -------------------------------------
                                               2004                   2003
                                               ----                   ----
Net income               As reported       $ 2,219,785             $ 2,483,069
                           Pro forma       $ 1,639,120             $ 2,483,069

Earning per share

            Basic        As reported            $ 2.52                  $ 2.84
                           Pro forma            $ 1.86                  $ 2.84

          Diluted        As reported            $ 2.52                  $ 2.84
                           Pro forma            $ 1.86                  $ 2.84



                                      -21-
<PAGE>



         Management's Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, 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. Estimates are primarily used in the determination of
goodwill, investment impairment and expenses allocation. Actual results may
differ from those estimates.

2.       CHANGE IN ACCOUNTING PRINCIPLE

Effective with the Securities and Exchange Commission's order on January 6, 2004
declaring that the Company had ceased to be an investment company under Section
8(f) of the Investment Company Act of 1940, the Company changed its method of
accounting for its 50 percent interest in York from the fair value method to the
equity method. As a registered investment company, the Company recorded its net
assets at fair value (or market value). Upon de-registration, the Company
reported its assets and liabilities on a historical cost basis. In addition, the
Company changed its basis of accounting for its other investment from the fair
value to cost. Although de-registration occurred on January 6, 2004, for
simplicity the Company effected the change as of January 1, 2004 because
management deemed there to be no material change to fair value of its net assets
in the three business day period of 2004. Note, for all other assets and
liabilities, fair value approximated cost at the time of de-registration.

The cumulative transitional adjustment made to Additional paid in capital is as
follows:


      Opening Retained Earnings January 1, 2004                       $5,702,060

       Less: Effect for the change in accounting as follows:
     York Investment
     -Equity accounted at January 1, 2004                              6,402,936
     -Goodwill accounted at January 1, 2004                            1,500,000
     -Fair Valued at December 31, 2003                              (15,695,280)
                                                                    ------------
                           Net accounting change                     (7,792,344)
      Deferred tax charge related to fair value accounting             5,712,876
      Deferred tax charge related to equity method of York             (441,265)
      Other Investments                                                   23,606
                                                                     -----------
                           Total                                      $3,204,932
                                                                     ===========



                                      -22-
<PAGE>



3.       OTHER INVESTMENTS

      As of December 31, 2004, other investments consisted of the following:

                                                 Cost               Market Value
                                                 ----               ------------
      Common stock of non-public entity*       325,000                   *
      Other                                      1,605                 1,726
                                               -------
      Total                                 $  326,605
                                            ==========

         * No readily determinable market value. A valuation committee meets on
a quarterly basis to determine if there is any asset impairment, by reviewing
the most readily available information about the entity and private stock
transactions, if any. Based upon this analysis, management has concluded that
there is no impairment at December 31, 2004.

4.       STOCK OPTIONS

On March 25, 2004, the Company's shareholders' approved the adoption of a
Long-Term Incentive Plan, which provides for the granting of a maximum of
175,918 options to purchase common stock to directors, officers and key
employees of the Company or its subsidiaries. The option price per share may not
be less than the fair value of such shares on the date the option is granted,
and the maximum term of an option may not exceed 5 years. The vesting period is
three years of service.

The fair value of each option grant is estimated as of the date of grants using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2004; average volatility of 48%; risk-free
interest rate of 2.7%; expected life of 3 years; and, no dividends.

A summary of the status of the Company's stock option plans as of and for the
year ended December 31, 2004 are presented below:

                                                                 Weighted
                                            Number                Average
                                              Of                 Exercise
Stock Options                               Shares                Price
-------------                              --------              --------

Outstanding at Decemeber 31, 2003             -                  $   -
Granted                                    147,500               $ 21.47
Expired                                     (4,500)              $ 21.59
                                           -------               -------
December 31, 2004                          143,000               $ 21.47

There were 92,952 options exercisable at December 31, 2004 with a
weighted-average exercise price of $20.63. The weighted average fair value of
options granted using the Black-Scholes option-pricing model was $2.36 for the
year ended December 31, 2004.



                                      -23-
<PAGE>



The following table summarized information about stock options outstanding at
December 31, 2004:
<TABLE>
<CAPTION>
                                                  Weighted-Average
   Range of                  Number                  Remaining              Weighted-Average
 Exercise Prices           Outstanding            Contractual Life           Exercise Price
   <S>                         <C>                       <C>                       <C>
 $ 16.30-$17.85              23,000                     4.75                    $ 16.50
 $ 21.59-$23.75             120,000                     4.25                    $ 22.42
</TABLE>
5.       401(K) PLAN

The Company has a 401(k) retirement plan for substantially all of its qualified
employees. Contributions to this plan are based upon a percentage of salaries of
eligible employees and are accrued and funded on a current basis. Total pension
expense for the years ended 2004 and 2003 was approximately $13,337 and $0
respectively.

6.       INCOME TAXES

The provision (benefit) for income taxes for the year ended December 31, 2004
and 2003 is as follows:


                                2004                          2003
                                ----                          ----
Current
  Federal                   $     -                             -
  State and local              36,175                        30,615
                               ------                        ------
                               36,175                        30,615
Deferred                     (303,469)                    2,176,626
                             ---------                    ---------
                           $ (267,294)                  $ 2,207,241
                           ===========                  ===========

Deferred taxes are comprised of the following as of December 31, 2004:

Net operating and capital loss carryforwards..........................$(867,719)
Equity in earnings of unconsolidated affiliate.......................   649,726
                                                                     ----------
                                                                      $(217,993)

The net operating loss carryforwards as of December 31, 2004 was $2,045,200 of
which $658,200 expires in 2022, $572,400 expires in 2023 and $814,600 expires in
2024.


Except for as noted below, there was no difference in 2004 and 2003 between the
effective tax rate and the statutory tax rate.

The provision for income taxes differs from the federal statutory income tax
rate as a result of the dividends received exclusion (80%) on the equity in
earnings of the unconsolidated affiliate.



                                      -24-
<PAGE>



7.       RELATED PARTIES

Certain officers of the Company also serve as officers and/or directors of
Winmill & Co. Incorporated, Tuxis Corporation, and their affiliates (the
"Affiliates"). The Company shares office space and various administrative and
other support functions with the Affiliates and pays an allocated cost based on
an estimated assessment of use and other factors. The Company is expected to
reimburse the Affiliates for these costs and for the year ending December 31,
2004 and 2003, the Company charged operations approximately $124,000 and $96,000
respectively. In addition, the Company received $100,000 from York as consulting
fees in 2004.

8.       INTEREST IN UNCONSOLIDATED AFFILIATE

York's summarized condensed consolidated financial information is as follows as
of and for the year ended December 31:

                              York Insurance Services Group, Inc.
                          ------------------------------------------
                              2004                          2003
                          ------------                  ------------

Revenues                  $ 71,409,418                  $ 52,759,165
Expenses                  $ 60,599,590                  $ 43,329,222
Net income                $  6,041,101                  $  5,600,129

Working capital           $ 14,141,537                  $  8,801,701
Total assets              $ 35,454,522                  $ 20,880,621
Long term debt            $  1,209,949                  $  2,046,509
Shareholder's equity      $ 18,846,973                  $ 12,805,872

York is a 50% owned unconsolidated affiliate accounted for by the equity method.
The Company's cost of its 50% interest in York exceeds the underlying equity in
net assets as follows:

  Fifty percent interest in unconsolidated affiliate       $10,923,487
  Equity in net assets of York                               9,423,487
                                                           -----------
    Goodwill                                               $ 1,500,000

Although in accordance with Financial Accounting Standards No. 142 ("SFAS 142"),
the equity method goodwill of $1,500,000 is not amortized or reviewed for
impairment, the aggregate equity method interest in York of $10,923,487 at
December 31, 2004 is reviewed for impairment at least annually in accordance
with FAS 142.



                                      -25-
<PAGE>



9.       CONTINGENCIES

From time to time, Bexil is threatened or named as defendant in litigation
arising in the normal course of business. As of December 31, 2004, Bexil was not
involved in any litigation that, in the opinion of management, would have a
material adverse impact on its financial statements.

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

On January 13, 2005, the Audit Committee (the "Committee") of the Board of
Directors of the Company unanimously voted to recommend to the Board that the
resignation of Tait, Weller & Baker ("Tait") as the Company's independent
registered public accounting firm be accepted, effective upon the appointment by
the Company of successor auditors. The Committee further recommended to the
Board that the appointment of Deloitte & Touche LLP ("Deloitte") as the
independent registered public accounting firm for the Company be approved,
effective upon the successful completion of Deloitte's client acceptance
procedures. Also on January 13, 2005, the Board of Directors of the Company
approved such recommendations.

On April 18, 2005, the Company announced the successful completion of Deloitte's
client acceptance procedures.

Tait's report on the Company's financial statements for the fiscal years ended
December 31, 2003 and December 31, 2002 did not contain an adverse opinion, a
disclaimer of opinion, or any qualification or modifications as to uncertainty,
audit scope or accounting principles. During the Company's fiscal years ended
December 31, 2003 and December 31, 2002, and through the date of termination of
the engagement, there were no disagreements with Tait on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of Tait, would
have caused Tait to make reference to the subject matter of the disagreement in
connection with its report.

During the fiscal years ended December 31, 2003 and December 31, 2002 and
through the date of termination of the engagement, there have been no reportable
events as defined in Item 304(a)(1)(iv) of Regulation S-B promulgated by the
Securities and Exchange Commission (the "Commission").

The Company has not consulted with Deloitte during the fiscal years ended
December 31, 2003 and December 31, 2002, nor during the subsequent period to the
date of its engagement regarding either the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.




                                      -26-



Item 8A. Controls and Procedures

         Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to the Company's
management, including its President and Chief Executive Officer and Principal
Financial Officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and
procedures which, by their nature, can provide only reasonable assurance
regarding management's control objectives. Management, including the Company's
President and Chief Executive Officer along with the Company's Principal
Financial Officer, concluded that the Company's disclosure controls and
procedures are effective in reaching the level of reasonable assurance regarding
management's control objectives.

The Company has carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's President and
Chief Executive Officer along with the Company's Principal Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon the
foregoing, as of the end of the period covered by this report, the Company's
President and Chief Executive Officer along with the Company's Principal
Financial Officer, or persons performing similar functions, concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
the Company's Exchange Act reports.

         Changes in Internal Controls

There has been no change during the Company's fiscal quarter ended December 31,
2004 in the Company's internal control over financial reporting that was
identified in connection with the foregoing evaluation which has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

         Unconsolidated Affiliate

With respect to the Company's interest in an unconsolidated affiliate, York
Insurance Services Group, Inc., inasmuch as the Company does not fully control
or manage this entity, the Company's disclosure controls and procedures with
respect to such entity are necessarily more limited than those it maintains with
respect to its operations that it fully controls and manages. Recurring areas of
accounting focus involving significant reliance on York management estimates
include receivables (including assessment of collectibility, adequacy of
allowance), work-in-process, tax reporting and disclosure, goodwill and other
intangibles, deferred income, and revenue recognition.

Item 8B. Other Information.

n/a



                                      -27-

                                       1
<PAGE>



                                    PART III

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

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.
<TABLE>
<CAPTION>
      Name                   Position                                             Years of Service            Age
      ----                   --------                                          -----------------------        ---
                                                                               Director        Officer
                                                                               --------        -------
<S>                             <C>                                               <C>           <C>            <C>
Bassett S. Winmill           Chairman of the Board                                 9             9             75

Thomas B. Winmill, Esq.      President, Chief Executive Officer,                   9             9             45
                             General Counsel, Director
Edward G. Webb, Jr.          Director                                              1             -             66

Charles A. Carroll           Director                                              1             -             74

Douglas Wu                   Director                                                            8

William G. Vohrer            Treasurer, Chief Financial Officer,                   -             4             54
                             Chief Accounting Officer

Monica Pelaez, Esq.          Vice President, Chief Compliance Officer
                             Secretary, Associate General Counsel                  -             5             33
</TABLE>

Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of the Company, as well as Tuxis
Corporation and Global Income Fund, Inc. and of Winmill & Co. Incorporated
("WCI") and certain of its affiliates. Mr. Winmill is a member of the New York
Society of Security Analysts, the Association for Investment Management and
Research, and the International Society of Financial Analysts. Mr. Winmill was
born on February 10, 1930. He is the father of Thomas B. Winmill.

THOMAS B. WINMILL, ESQ. - President, Chief Executive Officer, GeneralCounsel and
Director of the Company as well as Foxby Corp., Global Income Fund,Inc., Midas
Fund, Inc., Midas Special Equities Fund, Inc., and Midas Dollar Reserves, Inc.
and of WCI and certain of its affiliates. Mr. Winmill is General Counsel of
Tuxis Corporation. Mr. Winmill is a member of the New York State Bar and the SEC
Rules Committee of the Investment Company Institute. Mr. Winmill was born on
June 25, 1959. He is the son of Bassett S. Winmill.



                                      -28-
<PAGE>



EDWARD G. WEBB, JR. - Equity Portfolio Manager for Advanced Asset Management
Advisers, Inc. since October 2002. Mr. Webb was President of Webb Associates,
Ltd. from 1996 to 2004. Prior to that, he served as a Senior Vice President and
Director of WCI. Mr. Webb was born on March 31, 1939.

CHARLES A. CARROLL - From 1989 to the present, Mr. Carroll has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange. Mr.
Carroll was born on December 18, 1930.

DOUGLAS WU - Since 1998, Mr. Wu has been a Principal of Maxwell Partners, prior
to which, he was a Managing Director of Rothschild Emerging Markets/Croesus
Capital Management. Mr. Wu is a director of York Insurance Services Group, Inc.
Mr. Wu was born on July 31, 1960.

WILLIAM G. VOHRER - Treasurer, Chief Financial Officer and Chief Accounting
Officer since 2001. He is also Chief Financial Officer and Treasurer of Tuxis
Corporation, Foxby Corp., Global Income Fund, Inc., Midas Fund, Inc., Midas
Special Equities Fund, Inc., and Midas Dollar Reserves, Inc. and of WCI and
certain of its affiliates. From 1999 to 2001, he consulted on accounting
matters. From 1994 to 1999 he was Chief Financial Officer and Financial
Operations Principal for Nafinsa Securities, Inc., a Mexican Securities
broker/dealer. From 1978 to 1994, he held Chief Financial Officer/Controller
positions with various international banks. Mr. Vohrer was born on August 17,
1950.

MONICA PELAEZ, ESQ. - Vice President, Chief Compliance Officer, Secretary and
Associate General Counsel. She is also Vice President, Secretary and Chief
Compliance Officer of Tuxis Corporation, Foxby Corp., Global Income Fund, Inc.,
Midas Fund, Inc., Midas Special Equities Fund, Inc., and Midas Dollar Reserves,
Inc. and of WCI and certain of its affiliates. Previously, she was Special
Assistant Corporation Counsel to New York City Administration for Children's
Services from 1998 to 2000. She earned her Juris Doctor from St. John's
University School of Law in 1997. She is a member of the New York State Bar. Ms.
Pelaez was born on November 5, 1971.



                                      -29-
<PAGE>



The Company has a standing Audit Committee that consists of Charles A. Carroll,
Edward G. Webb and Douglas Wu, each of whom has been determined by the Company's
board of directors to be an audit committee financial expert and "independent"
as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

The Company has adopted a Code of Conduct and Ethics, adopted pursuant to
American Stock Exchange Company Guide Section 807 and Regulation SB Item 406,
applies to all Bexil Corporation directors, officers and employees, as well as
to directors, officers and employees of each consolidated subsidiary of Bexil
Corporation. The Code of Ethics is posted on the Company's web site at
www.bexil.com.

Based solely on the information from Forms 3, 4, and 5 furnished to it, the
Company believes that the directors, officers, and owners of more than 10
percent of the Class A Common Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year.

Item 10.   Executive Compensation

The following information and tables set forth the information required under
the Securities and Exchange Commission's executive compensation rules.

         Summary Compensation Table

The following table sets forth compensation for the fiscal years ended December
31, 2004, 2003 and 2002 received by the Company's Chief Executive Officer. No
other executive officer of the Company serving at the end of fiscal year 2004
had total annual salary and bonus in fiscal year 2004 in excess of $100,000.



                                      -30-
<PAGE>



<TABLE>
<CAPTION>
                                         Annual Compensation                               Long-term compensation
                                -----------------------------------------    ------------------------------------------------------
                                                                                      Awards                Payouts
                                                                             -----------------------       ---------
                                                                                          Securities       Long-term
                                                                             Restricted   underlying       incentive      All other
                                                              Other annual     stock       options/       plan payouts    compensa-
Name and Principal Position    Year     Salary($)   Bonus($)  compensation   award(s)($)     SARs             ($)            tion
---------------------------------------------------------------------------  ------------------------------------------------------
<S>                            <C>        <C>         <C>         <C>          <C>          <C>               <C>            <C>
Thomas B Winmill               2004     300,000      35,000        0            0          60,000              0          5,850 (1)
  President and Chief          2003     250,000      30,000        0            0               0              0               0
  Executive Officer            2002     150,000     200,000        0            0               0              0               0
</TABLE>
(1) Represents a matching contribution to a 401(k) plan.

      Option Grants Table

On December 16, 2004, the FASB issued Statement Np. 123 (Revised 2004),
Share-Based Payment. This statement requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based
payments (e.g., stock options and resricted stock) granted to employees. This
standard is effective for public companies in interim or annual periods begining
after June 15, 2005. We are currently in the process of assesing the impact that
the adoption of this standard will have on our financial statements.

The following table sets forth, for the year ended December 31, 2004,
information regarding the options granted for each of the executive officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
                                                  Percentage Of Total
                        Number of Securities      Options/SARs Granted      Average
                        Underlying Options          To Employees In       Exercise Of    Expiration
Name                         Granted                  Fiscal Year          Base Price       Date
-----------------      ---------------------      -------------------     -----------    ----------
<S>                            <C>                        <C>                 <C>            <C>
Thomas B. Winmill             60,000                     43.20%             $ 21.54          (a)
</TABLE>
(a) 50,000 options expire 9/25/2009 and 10,000 options expire 11/10/2009


      Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
<TABLE>
<CAPTION>
                                                        Number of Securities         Value of unexercised in-the
                        Shares          Value         underlying unexercised           money options/SARs at FY-
                       acquired on      realized      options/SARs at FY-end(#)           end($) Exercisable/
                                                                                             Unexercisable
Name
-----------------      -----------------------------------------------------------------------------------------
<S>                       <C>            <C>                    <C>                               <C>
Thomas B. Winmill          -             0.00%            41,476 / 18,524                          0
</TABLE>



                                      -31-
<PAGE>



         Long-Term Incentive Plan Awards Table

There were no long-term incentive plan awards made during the year ended
December 31, 2004 to the executive officers named in the Summary Compensation
Table.

         Compensation of Directors

Non-employee directors of the Company are compensated for services provided as a
director, as follows: $2,000 for each quarterly regular meeting attended; $500
as a retainer paid quarterly; $250 per special or telephonic meeting attended
and per meeting of a committee of a board attended (when not held near the time
of a regular meeting), except for the Governance, Compensation and Nominating
Committee which is $1,000 per annum; and, reimbursement for meeting expenses.

Options. Under the Plan, the Company's non-employee directors receive
non-qualified stock options for Company common stock. The Company will grant an
initial option for 1,000 shares of Company common stock on the effective date of
any non-employee director's initial election to the Board. The Company will also
grant an annual option for 1,000 shares of Company common stock to each
non-employee director at the close of business on the date of the Company's
annual stockholder meeting. These amounts are subject to adjustment for
corporate transactions. These option awards are the only type of awards that
non-employee directors of the Company are eligible to receive under the Plan.
The exercise price per share of non-employee director options will be equal to
100% of the fair market value of a share of Company common stock on the date of
grant and these options will expire at the earlier of (i) five years from the
date of grant or (ii) three months after the date the non-employee director
ceases to serve as a director of the Company for any reason. Non-employee
director options will vest at the end of a period commencing on the date of
grant and ending on a date which is the sooner of three years from the date of
grant date or three years from commencement of service to the Company, and if
the optionee has more than three years of service on the date of grant, the
options will vest immediately.

Other Arrangements. Mr. Douglas Wu also received $17,000 from York for his
services as a director of York in fiscal year 2004.

         Employment Contracts

The Company has no employment or termination contracts with any of its
employees.


                                      -32-
<PAGE>



Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters

         Securities Authorized For Issuance under Equity Compensation Plans

Securities authorized for issuance under equity compensation plans as of the end
of December 31, 2004 with respect to compensation plans (including individual
compensation arrangements) under which equity securities of the Company are
authorized for issuance, are aggregated as follows:
<TABLE>
<CAPTION>
                                Equity Compensation Plan Information
------------------------------------------------------------------------------------------------------------------------
Plan category                      Number of securities to    Weighted-average        Number of securities remaining
                                   be issued upon exercise    exercise price of       available for future issuance
                                   of outstanding options,    outstanding options,    under equity compensation plans
                                   warrants and rights        warrants and rights     (excluding securities reflected in
                                                                                      column (a))
                                           (a)                      (b)                              (c)
------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                        <C>                             <C>
Equity compensation plans               143,000                    $21.47                         32,918
approved by security holders
------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not                 0                         0                              0
approved by security holders
------------------------------------------------------------------------------------------------------------------------
Total                                   143,000                    $21.47                         32,918
------------------------------------------------------------------------------------------------------------------------
</TABLE>
        Security Ownership of Certain Beneficial Owners

The table below sets forth for person (including any "group") who is known to
the Company to be the beneficial owner of more than five percent of any class of
the Company's voting securities based on their Schedules 13D filed on April 5,
2004.
<TABLE>
<CAPTION>
(1) Title of     (2) Name and address of beneficial   (3) Amount and nature of beneficial ownership    (4) Percent of
    class            owner                                                                                 class
<S>                 <C>                                      <C>                                             <C>
---------------------------------------------------------------------------------------------------------------------
Common Stock      Bassett S. Winmill                   53,648  shares.* Bassett S. Winmill has               5.80%
                  11 Hanover Square                    indirect beneficial ownership of 222,644 of
                  New York, New York 10005             these shares, as a result of his status as a
                                                       controlling person of Winmill & Co.
                                                       Incorporated and Investor Service Center, Inc.,
                                                       the direct beneficial owner.  Mr. Winmill
                                                       disclaims beneficial ownership of the shares
                                                       held by Investor Service Center, Inc.  Bassett
                                                       S. Winmill is Thomas B. Winmill's father.
---------------------------------------------------------------------------------------------------------------------
Common Stock     Winmill & Co. Incorporated            222,644 shares. Winmill & Co. Incorporated has       25.31%
                 11 Hanover Square                     indirect beneficial ownership of these shares,
                 New York, New York 10005              as a result of its status as a controlling
                                                       person of Investor Service Center, Inc., the
                                                       direct beneficial owner
---------------------------------------------------------------------------------------------------------------------
Common Stock     Investor Service Center, Inc.         222,644 shares                                       25.31%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     Thomas B. Winmill                    91,412  shares.** Thomas B. Winmill has                9.87%
                 11 Hanover Square                    indirect beneficial ownership of 26,712 of
                 New York, New York 10005             these shares held by his spouse and sons.  Mr.
                                                      Winmill disclaims ownership of the shares held
                                                      by his spouse and sons. Bassett S. Winmill is
                                                      Thomas B. Winmill's father.
---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -33-
<PAGE>



*This amount includes 46,107 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

**This amount includes 46,107 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

         Security Ownership of Management
<TABLE>
<CAPTION>
(1) Title of     (2) Name and address of beneficial   (3) Amount and nature of beneficial ownership    (4) Percent of
class            owner                                                                                 class
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                            <C>                                      <C>
Common Stock     Bassett S. Winmill                   276,292  shares.(1) Bassett S. Winmill has          29.85%
                 11 Hanover Square                    indirect beneficial ownership of 222,644 of
                 New York, New York 10005             these shares, as a result of his status as a
                                                      controlling person of Winmill & Co.
                                                      Incorporated and Investor Service Center, Inc.,
                                                      the direct beneficial owner.  Mr. Winmill
                                                      disclaims beneficial ownership of the shares
                                                      held by Investor Service Center, Inc.  Bassett
                                                      S. Winmill is Thomas B. Winmill's father.
---------------------------------------------------------------------------------------------------------------------
Common Stock     Thomas B. Winmill                    91,412  shares.(2) Thomas B. Winmill has         9.87%
                 11 Hanover Square                    indirect beneficial ownership of 26,712 of
                 New York, New York 10005             these shares held by his spouse and sons.  Mr.
                                                      Winmill disclaims ownership of the shares held
                                                      by his spouse and sons. Bassett S. Winmill is
                                                      Thomas B. Winmill's father.
---------------------------------------------------------------------------------------------------------------------
Common Stock     Charles A. Carroll                    3,200  shares.(3)                                0.23%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     Edward G. Webb, Jr.                   1,500  shares.(4)                                0.17%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     Douglas Wu                            2,000  shares.(5)                                0.23%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     William G. Vohrer                     4,000  shares.(6)                                0.45%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     Monica Pelaez                         4,000  shares.(7)                                0.45%
                 11 Hanover Square
                 New York, New York 10005
---------------------------------------------------------------------------------------------------------------------
Common Stock     Directors and executive officers as   382,404  shares.(8)                              38.95%
                 a group
---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -34-


1. This amount includes 46,107 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

2. This amount includes 46,107 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

3. This amount includes 0 shares with respect to which such person has the right
to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

4. This amount includes 0 shares with respect to which such person has the right
to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

5. This amount includes 2,000 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

6. This amount includes 4,000 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

7. This amount includes 4,000 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, including the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.

8. This amount includes 102,214 shares with respect to which directors and
executive officers as a group have the right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) under the Exchange Act, including the right to
acquire within sixty days, from options, warrants, rights, conversion privilege
or similar obligations.

Item 12. Certain Relationships and Related Transactions

Certain officers of the Company also serve as officers and/or directors of
Winmill & Co. Incorporated, Tuxis Corporation, and their affiliates (the
"Affiliates"). The Company shares office space and various administrative and
other support functions with the Affiliates and pays an allocated cost based on
an estimated assessment of use and other factors. The Company is expected to
reimburse the Affiliates for these costs and for the year ending December 31,
2004 and 2003, the Company charged operations approximately $124,000 and $96,000
respectively.



                                      -35-
<PAGE>



Item 13. Exhibits

(a) The following exhibits are incorporated as part of this 10KSB annual report:

3.1-1    Articles of Incorporation (the "Charter") of Bexil filed on 11/25/1996
         as Exhibit A to Bexil's Registration Statement on Form N-2
         (Registration No. 811-07833) ("Form N-2"), are hereby incorporated by
         reference.

3.1-2    Articles of Amendment to the Charter filed on 11/25/1996 as Exhibit A
         to Bexil's Post-Effective Amendment to Form N-2, are hereby
         incorporated by reference.

3.1-3    Articles of Amendment to the Charter filed on 03/29/2004 as Exhibit
         4-a-3 to Bexil's S-8, are hereby incorporated by reference.

3.1-4    Articles of Amendment to the Charter are filed herewith.

3.2      By-Laws filed on 03/29/2004 as Exhibit 4-b to Bexil's S-8, are hereby
         incorporated by reference.

4.1-1    Specimen common stock certificate filed herewith.

4.1-2    Bexil's 2004 Incentive Compensation Plan effective as of March 24,
         2004, included as Appendix A to Bexil's Proxy Statement for its 2004
         Special Meeting of Stockholders, is hereby incorporated by reference.

4.1-3    Forms of Stock Option Agreements under Bexil's 2004 Incentive
         Compensation Plan filed on 3/29/2004 as Exhibit 4-c-2 to Bexil's S-8,
         are hereby incorporated by reference.

10.1-1   Stockholders Agreement among York Insurance Services Group, Inc.,
         Thomas C. MacArthur, and Bexil filed as Exhibit C to Bexil's Form N-8F
         on 12/05/2003

10.1-2   By-Laws of York Insurance Services Group, Inc. filed as Exhibit D to
         Bexil's Form N-8F on 12/05/2003

16       Letter on change in certifying accountant. File the letter required by
         Item 304(a)(3). Filed herewith.

21       Subsidiaries of the small business issuer filed herewith. Filed
         herewith.

23.      Consents of Independent Registered Public Accounting Firm.

         Deloitte & Touche LLP. Filed herewith.



                                      -36-
<PAGE>



24-1 Power of attorney -- Durable Power of Attorney of Charles A. Carroll filed
herewith.

24-2      Power of attorney -- Durable Power of Attorney of Edward G. Webb, Jr.
          filed herewith.

24-3      Power of attorney -- Durable Power of Attorney of Bassett S. Winmill
          filed herewith.

24-4      Power of attorney -- Durable Power of Attorney of Douglas Wu filed
          herewith.

31.1      Certification of Chief Executive Officer Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2      Certification of Chief Financial Officer Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002. Filed herewith.

32.1      Certification of Chief Executive Officer Pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002. Filed herewith.

32.2      Certification of Chief Financial Officer Pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002. Filed herewith.


Item 14. Principal Accountant Fees and Services.

On January 13, 2005, the Audit Committee (the "Committee") of the Board of
Directors of the Company unanimously voted to recommend to the Board that the
resignation of Tait, Weller & Baker ("Tait") as the Company's independent
registered public accounting firm be accepted, effective upon the appointment by
the Company of successor auditors. The Committee further recommended to the
Board that the appointment of Deloitte & Touche LLP ("Deloitte") as the
independent registered public accounting firm for the Company be approved,
effective upon the successful completion of Deloitte's client acceptance
procedures. Also on January 13, 2005, the Board of Directors of the Company
approved such recommendations. Tait, Weller & Baker acted in this capacity in
2003 and previously. The information below includes amounts billed or expected
to be billed for these services.



                                      -37-
<PAGE>



         Audit Fees

The aggregate fees billed or expected to be billed by the independent registered
public accounting firm for professional services rendered for the audit of the
annual financial statements for the fiscal years ended December 31, 2004 and
December 31, 2003 were $75,000 and $14,250 respectively.

         Audit-Related Fees

The aggregate fees billed or expected to be billed by the independent registered
public accounting firm for Audit-Related services to the Company, for the fiscal
years ended December 31, 2004 and December 31, 2003, were $6,000 and $2,250
respectively. These services consist primarily of review of quarterly filings
and other services approved by the Audit Committee.

         Tax Fees

The aggregate fees billed or expected to be billed by the independent registered
public accounting firm for tax services to the Company for the fiscal years
ending December 31, 2004 and December 31, 2003 were $3,250 and $3,250,
respectively. These services primarily relate to the analysis and review of tax
provisions and preparation of tax returns.

         All Other Fees

The aggregate fees billed or expected to be billed by the independent registered
public accounting firm for all other services to the Company for the fiscal
years ending December 31, 2004 and December 31, 2003 were $0 and $1,200,
respectively.

It is the Audit Committee's policy to approve in advance the types of audit,
audit-related, tax, and any other services to be provided by the Company's
independent registered public accounting firm.

The Audit Committee has approved all of the aforementioned independent
registered public accounting firm's services and fees for 2004 and 2003 and, in
doing so, has considered whether the provision of such services is compatible
with maintaining independence.

                                      -38-
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                BEXIL CORPORATION


June 15, 2005        By:   /s/ William G. Vohrer
                           -----------------------------------------------------
                           William G. Vohrer
                           Chief Financial Officer, Treasurer,
                           Chief Accounting Officer

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


June 15, 2005        By:   /s/ Thomas B. Winmill
                           -----------------------------------------------------
                           Bassett S. Winmill, Chairman of the Board, Director
                           Thomas B. Winmill on behalf of Bassett S. Winmill by
                           Power of Attorney signed 12/11/01


June 15, 2005        By:   /s/ Thomas B. Winmill
                           -----------------------------------------------------
                           Thomas B. Winmill, Esq., President
                           Chief Executive Officer, General Counsel, Director


June 15, 2005        By:   /s/ Thomas B. Winmill
                           -----------------------------------------------------
                           Edward G. Webb, Jr., Director
                           Thomas B. Winmill on behalf of Edward G. Webb, Jr. by
                           Power of Attorney signed 12/11/01


June 15, 2005        By:   /s/ Thomas B. Winmill
                           -----------------------------------------------------
                           Charles A. Carroll, Director
                           Thomas B. Winmill on behalf of Charles A. Carroll by
                           Power of Attorney signed 12/11/01


June 15, 2005        By:   /s/ Thomas B. Winmill
                           -----------------------------------------------------
                           Douglas Wu, Director,Thomas B. Winmill on behalf of
                           Douglas Wu by Power of Attorney signed 12/11/01



                                      -39-
<PAGE>



Exhibit  4.1-1    Specimen common stock certificate


NUMBER              BEXIL CORPORATION                                     SHARES
BC             Incorporated under the laws of the State of Maryland


COMMON STOCK                                                       COMMON STOCK
                                                               CUSIP 088577 10 1
                                             SEE REVERSE FOR CERTAIN DEFINITIONS



This certifies that

is the owner of

FULLY  PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF

                                Bexil Corporation

transferable only on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar. Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.

Dated:
                   BEXIL CORPORATION.
                     CORPORATE SEAL
/s/ Monica Pelaez            1996                   /s/ Thomas B. Winmill
Secretary                   MARYLAND                    President


COUNTERSIGNED AND REGISTERED:
          AMERICAN STOCK TRANSFER & TRUST COMPANY
                    (New York, NY)                                TRANSFER AGENT
                                                                   AND REGISTRAR

BY

                        Authorized Signature.

                                                BANKNOTE CORPORATION OF AMERICA



                                      -40-
<PAGE>



 Bexil Corporation

         The corporation will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common

TEN ENT -- as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in
         common

UNIF GIFT MIN ACT-- ________  (Cust) Custodian ________ (Minor)
under the Uniform Gifts to Minors Act__________(State)

     Additional abbreviations may also be used though not in the above list

 For value received,__________ hereby sell, assign and transfer unto __________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
--------------------
--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)
_____________________ Shares of the Stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint _______ Attorney to transfer
the said stock on the Books of the within-named Corporation with full power of
substitution in the premises.

Dated

----------
----------------------------------
Signature

----------------------------------
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.



                                      -41-
<PAGE>



Exhibit 16



 Tait, Weller & Baker
                                                Certified Public Accountants


                                                  May 13, 2005

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madams:

     We have read Item 4.01 of Bexil Corporation's Form 8-KA dated May 10, 2005,
and have the following comments:

1. We agree with the first sentence of the first paragraph as to our
resignation. We also agree with the statements made in the second sentence of
the second paragraph, the third and fourth paragraphs, and the first sentence of
the sixth paragraph.

2. We have no basis on which to agree or disagree with the statements made in
the first (except as to our resignation), second (except as to our resignation),
and fifth paragraphs and the second sentence of the sixth paragraph.


Sincerely,

/s/ Tait, Weller & Baker



                                      -42-
<PAGE>



Exhibit 21 A list of all subsidiaries, the state or other jurisdiction of
incorporation or organization of each, and the names under which such
subsidiaries do business


York Insurance Services Group, Inc., State of Delaware



                                      -43-
<PAGE>



Exhibit 23. Consents of Independent Registered Public Accounting Firm


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in the Registration Statement
listed below of our report dated June xx, 2005 relating to the financial
statements of Bexil Corporation (the "Company"), appearing in the Annual Report
on Form 10-KSB of the Company for the year ended December 31, 2004.

     Form    Filed on         Description
     ----    ------------------------------------------------------------------
     S-8     03/29/2004       Bexil Corporation 2004 Incentive Compensation Plan

DELOITTE & TOUCHE LLP
New York, NY
June xx, 2005



                                      -44-
<PAGE>



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Bexil Corporation
New York, New York


We consent to the incorporation by reference in the registration statement of
Bexil Corporation 2004 Incentive Compensation Plan, filed on March 29, 2004, on
Form S-8 relating to the statements of operations and of changes in net assets
for the year ended December 31, 2003 for Bexil Corporation (the "Company"),
appearing in the Annual Report on Form 10-KSB of the Company for the year ended
December 31, 2004.




                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
June 15, 2005



                                      -45-
<PAGE>



24-1     Power of attorney -- Durable Power of Attorney of Charles A. Carroll

                            DURABLE POWER OF ATTORNEY

         THIS is intended to constitute a DURABLE POWER OF ATTORNEY pursuant to
Article 5, Title 15 of the New York General Obligations Law:

         I, Charles A. Carroll, do hereby appoint each of Thomas B. Winmill and
Monica Pelaez, my attorneys-in-fact TO ACT SEPARATELY IN MY NAME, PLACE AND
STEAD in any way which I myself could do, if I were personally present, with
respect to the following matters:

         1.       execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an individual, officer and/or
                  director of Winmill & Co. Incorporated and any future company
                  or other entity ("Companies"), Forms 3, 4, 5, Form 144,
                  registration statements, proxy statements, forms and
                  schedules, and all other documents in accordance with all
                  rules under the Securities Exchange Act of 1934, Securities
                  Act of 1933, Investment Company Act of 1940, Investment
                  Advisers Act of 1940 and all other applicable law (the
                  "Documents");

         2.       do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any of such Documents and file same with the
                  United States Securities and Exchange Commission and any stock
                  exchange, clearing firm, registrar or a transfer agent, as
                  appropriate, or similar authority, and

         3.       take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Durable Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact may
                  approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitute's, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor are the Companies assuming, any of the
undersigned's responsibilities to comply with the rules of the Securities
Exchange Act of 1934, the Securities Act of 1933, Investment Company Act of 1940
or any other applicable law.

         This Durable Power of Attorney shall not be affected by my subsequent
disability or incompetence.

To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or



                                      -46-
<PAGE>



knowledge of such revocation or termination shall have been received by such
third party, and I for myself and my heirs, executors, legal representatives and
assigns, hereby agree to indemnify and hold harmless any such third party from
and against any and all claims that may arise against such third party by reason
of such third party having relied on the provisions of this instrument.

   This Durable Power of Attorney may be revoked by me at any time.

   IN WITNESS WHEREOF, I have hereunto signed my name this December 11, 2001.





                ___________________/s/__________________________
                               Charles A. Carroll




STATE OF NEW YORK          )
                           ) ss
COUNTY OF NEW YORK         )

         On December 11, 2001 before me personally came Charles A. Carroll, the
individual described in, and who executed the foregoing instrument, and he
acknowledged to me that he executed the same.

Sworn to before me this 11th day of December, 2001.


__________/s/____________________
Notary Public



                                      -47-
<PAGE>



24-2     Power of attorney -- Durable Power of Attorney of Edward G. Webb, Jr.

                            DURABLE POWER OF ATTORNEY

         THIS is intended to constitute a DURABLE POWER OF ATTORNEY pursuant to
Article 5, Title 15 of the New York General Obligations Law:

     I, Edward G. Webb, Jr., do hereby appoint each of Thomas B. Winmill and
Monica Pelaez, my attorneys-in-fact TO ACT SEPARATELY IN MY NAME, PLACE AND
STEAD in any way which I myself could do, if I were personally present, with
respect to the following matters:

         1.       execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an individual, officer and/or
                  director of Winmill & Co. Incorporated and any future company
                  or other entity ("Companies"), Forms 3, 4, 5, Form 144,
                  registration statements, proxy statements, forms and
                  schedules, and all other documents in accordance with all
                  rules under the Securities Exchange Act of 1934, Securities
                  Act of 1933, Investment Company Act of 1940, Investment
                  Advisers Act of 1940 and all other applicable law (the
                  "Documents");

         2.       do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any of such Documents and file same with the
                  United States Securities and Exchange Commission and any stock
                  exchange, clearing firm, registrar or a transfer agent, as
                  appropriate, or similar authority, and

         3.       take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Durable Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact may
                  approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitute's, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor are the Companies assuming, any of the
undersigned's responsibilities to comply with the rules of the Securities
Exchange Act of 1934, the Securities Act of 1933, Investment Company Act of 1940
or any other applicable law.

         This Durable Power of Attorney shall not be affected by my subsequent
disability or incompetence.



                                      -48-
<PAGE>



To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party, and I for myself
and my heirs, executors, legal representatives and assigns, hereby agree to
indemnify and hold harmless any such third party from and against any and all
claims that may arise against such third party by reason of such third party
having relied on the provisions of this instrument.

    This Durable Power of Attorney may be revoked by me at any time.

    IN WITNESS WHEREOF, I have hereunto signed my name this December 11, 2001.





                                      /s/
                               Edward G. Webb, Jr.




STATE OF NEW YORK          )
                           ) ss
COUNTY OF NEW YORK         )

         On December 11, 2001 before me personally came Edward G Webb, Jr., the
individual described in, and who executed the foregoing instrument, and he
acknowledged to me that he executed the same.

Sworn to before me this 11th day of December, 2001.


     /s/
Notary Public



                                      -49-



24-3     Power of attorney -- Durable Power of Attorney of Bassett S. Winmill

                            DURABLE POWER OF ATTORNEY

         THIS is intended to constitute a DURABLE POWER OF ATTORNEY pursuant to
Article 5, Title 15 of the New York General Obligations Law:

         I, Bassett S. Winmill, do hereby appoint each of Thomas B. Winmill and
Monica Pelaez, my attorneys-in-fact TO ACT SEPARATELY IN MY NAME, PLACE AND
STEAD in any way which I myself could do, if I were personally present, with
respect to the following matters:

         1.       execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an individual, officer and/or
                  director of Winmill & Co. Incorporated, Bexil Corporation,
                  Tuxis Corporation, Global Income Fund, Inc., Midas Fund, Inc.,
                  Midas Special Equities Fund, Inc., Dollar Reserves, Inc.,
                  Midas Management Corporation, CEF Advisers, Inc. and any
                  future company or other entity ("Companies"), Forms 3, 4, 5,
                  Form 144, registration statements, proxy statements, forms and
                  schedules, and all other documents in accordance with all
                  rules under the Securities Exchange Act of 1934, Securities
                  Act of 1933, Investment Company Act of 1940, Investment
                  Advisers Act of 1940 and all other applicable law
                  (the "Documents");

         2.       do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any of such Documents and file same with the
                  United States Securities and Exchange Commission and any stock
                  exchange, clearing firm, registrar or a transfer agent, as
                  appropriate, or similar authority, and

         3.       take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Durable Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact may
                  approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitute's, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor are the Companies assuming, any of the
undersigned's responsibilities to comply with the rules of the Securities
Exchange Act of 1934, the Securities Act of 1933, Investment Company Act of 1940
or any other applicable law.

         This Durable Power of Attorney shall not be affected by my subsequent
disability or incompetence.

To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or



                                      -50-
<PAGE>



termination hereof shall be ineffective as to such third party unless and until
actual notice or knowledge of such revocation or termination shall have been
received by such third party, and I for myself and my heirs, executors, legal
representatives and assigns, hereby agree to indemnify and hold harmless any
such third party from and against any and all claims that may arise against such
third party by reason of such third party having relied on the provisions of
this instrument.

         This Durable Power of Attorney may be revoked by me at any time.

         IN WITNESS WHEREOF, I have hereunto signed my name this December 11,
2001.





                     ________________/s/___________________
                               Bassett S. Winmill



STATE OF NEW YORK          )
                           ) ss
COUNTY OF NEW YORK         )

         On December 11, 2001 before me personally came Bassett S. Winmill, the
individual described in, and who executed the foregoing instrument, and he
acknowledged to me that he executed the same.

Sworn to before me this 11th day of December, 2001.


____________/s/_______________
         Notary Public



                                      -51-
<PAGE>



4-4  Power of attorney -- Durable Power of Attorney of Douglas Wu filed herewith

                            DURABLE POWER OF ATTORNEY

         THIS is intended to constitute a DURABLE POWER OF ATTORNEY pursuant to
Article 5, Title 15 of the New York General Obligations Law:

         I, Douglas Wu, do hereby appoint each of Thomas B. Winmill and Monica
Pelaez, my attorneys-in-fact TO ACT SEPARATELY IN MY NAME, PLACE AND STEAD in
any way which I myself could do, if I were personally present, with respect to
the following matters:

         1.       execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an individual, officer and/or
                  director of Bexil Corporation, Global Income Fund, Inc., CEF
                  Advisers, Inc. and any future company or other entity
                  ("Companies"), Forms 3, 4, 5, Form 144, registration
                  statements, proxy statements, forms and schedules, and all
                  other documents in accordance with all rules under the
                  Securities Exchange Act of 1934, Securities Act of 1933,
                  Investment Company Act of 1940, Investment Advisers Act of
                  1940 and all other applicable law (the "Documents");

         2.       do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any of such Documents and file same with the
                  United States Securities and Exchange Commission and any stock
                  exchange, clearing firm, registrar or a transfer agent, as
                  appropriate, or similar authority, and

         3.       take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Durable Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact may
                  approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitute's, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor are the Companies assuming, any of the
undersigned's responsibilities to comply with the rules of the Securities
Exchange Act of 1934, the Securities Act of 1933, Investment Company Act of 1940
or any other applicable law.

         This Durable Power of Attorney shall not be affected by my subsequent
disability or incompetence.

To induce any third party to act hereunder, I hereby agree that any third party
receiving a duly executed copy or facsimile of this instrument may act
hereunder, and that revocation or termination hereof shall be ineffective as to
such third party unless and until actual notice or knowledge of such revocation
or termination shall have been received by such third party, and I for



                                      -52-
<PAGE>



myself and my heirs, executors, legal representatives and assigns, hereby agree
to indemnify and hold harmless any such third party from and against any and all
claims that may arise against such third party by reason of such third party
having relied on the provisions of this instrument.

    This Durable Power of Attorney may be revoked by me at any time.

    IN WITNESS WHEREOF, I have hereunto signed my name this December 12, 2001.





                __________________/s/___________________________
                                   Douglas Wu




STATE OF NEW YORK          )
                           ) ss
COUNTY OF NEW YORK         )

         On December 12, 2001 before me personally came Douglas Wu, the
individual described in, and who executed the foregoing instrument, and he
acknowledged to me that he executed the same.

Sworn to before me this 12th day of December, 2001.


____________/s/__________________
         Notary Public



                                      -53-
<PAGE>



Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Thomas B. Winmill, certify that:

1. I have reviewed this Form 10-KSB of Bexil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees
who have a significant



                                      -54-
<PAGE>



role in the small business issuer's internal control over financial reporting.

Date:   May 19, 2005
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer



                                      -55-
<PAGE>



Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, William G. Vohrer, certify that:

1. I have reviewed this Form 10-KSB of Bexil Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.



                                      -56-
<PAGE>



Date:  May 19, 2005
/s/ William G. Vohrer
William G. Vohrer
Chief Financial Officer, Treasurer, Chief Accounting Officer



                                      -57-
<PAGE>



Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Bexil Corporation (the
"Company") certifies that the Annual Report on Form 10-KSB of the Company of the
fiscal year ended December 31, 2004 fully complies with the requirements of
Section 13(a) or 15 (d), as applicable, of the Securities Exchange Act of 1934
and information contained in that Form 10-KSB fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: May 19, 2005
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer and President



                                      -58-
<PAGE>



Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Bexil Corporation (the
"Company") certifies that the Annual Report on Form 10-KSB of the Company of the
fiscal year ended December 31, 2004 fully complies with the requirements of
Section 13(a) or 15 (d), as applicable, of the Securities Exchange Act of 1934
and information contained in that Form 10-KSB fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: May 19, 2005
/s/ William G. Vohrer
William G. Vohrer
Chief Financial Officer, Treasurer, Chief Accounting Officer



                                      -59-
<PAGE>