UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB/A-2
(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 001-12233

                                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.

<PAGE>


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



                                EXPLANATORY NOTE

This amended Annual Report on Form 10-KSB is being filed in order to (a) amend
Item 7 by adding thereto the consolidated financial statements of York Insurance
Services Group, Inc. as of December 31, 2004 and 2003 and for the years then
ended, (b) restate Item 8A hereof and (c) file as exhibits hereto updated
certifications by the Chief Executive Officer and Chief Financial Officer
required to be filed under the Sarbanes-Oxley Act of 2002 and an updated consent
of Deloitte & Touche LLP. Only the amended Items and updated exhibits are being
filed herewith.



<PAGE>

Item 7. Financial Statements

<TABLE>
<CAPTION>


TABLE OF CONTENTS
--------------------------------------------------------------------------------
<S>                                                                                                                <C>


                                                                                                                  Page

BEXIL CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                            4

   Balance Sheet as of December 31, 2004                                                                           5
   Statement of Income for the Year Ended December 31, 2004                                                        6
   Statement of Operations for the Year Ended December 31, 2003                                                    7

   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                             8

   Statement of Cash Flows for the Year Ended December 31, 2004                                                    9
   Notes to Financial Statements                                                                                  10



YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

INDEPENDENT AUDITORS' REPORT                                                                                      18


 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
   DECEMBER 31, 2004 AND 2003:

   Balance Sheet                                                                                                  19
   Statements of Income                                                                                           20
   Statements of Stockholders' Equity                                                                             21
   Statements of Cash Flows                                                                                       22
   Notes to Financial Statements                                                                                  23
Supplemental Schedule                                                                                             31

</TABLE>


                                       3
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders 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,  shareholder'  equity,
and cash flows for the year ended December 31, 2004. 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.  The
financial  statements  of the Company for the year ended  December 31, 2003 were
audited by other  auditors  whose report,  dated January 22, 2004,  expressed an
unqualified opinion on those statements.

     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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. 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 year then ended 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 de-registering as a filer under the Investment
Company Act of 1940 and now files in accordance with the Securities Exchange Act
of 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.


/s/DELOITTE & TOUCHE LLP
June 14, 2005
Parsippany, N.J.

                                       4
<PAGE>

<TABLE>
<CAPTION>


                                                   BEXIL CORPORATION
                                         BALANCE SHEET AS OF DECEMBER 31, 2004                                    ASSETS
<S>                                                                                                                 <C>

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

Commitments and Contingencies (Note 9)                                                                                  -

    Total 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.
</TABLE>

                                       5
<PAGE>


<TABLE>
<CAPTION>
                                BEXIL CORPORATION
              STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 2004
<S>                                                                                          <C>

Revenues:
  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 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.

</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                                BEXIL CORPORATION
                             STATEMENT OF OPERATIONS
            FOR THE YEAR ENDED DECEMBER 31, 2003 (Predecessor Basis)
<S>                                                                                        <C>
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 (note 7)                                                         193,635
                              -                                                          -------
     Net operating loss                                                                 (348,188)
                                                                                        --------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON HOLDINGS:
   Net realized gain on holdings                                                          30,093
   Unrealized appreciation on holdings
      during the period                                                                5,202,040
   Deferred tax expense (note 7)                                                      (2,400,876)
                              -                                                       ----------
   Net realized and unrealized gain on holdings                                        2,831,257
                                                                                       ---------
   Net increase in net assets resulting
     from operations                                                                  $2,483,069
                                                                                      ==========


</TABLE>
         See accompanying notes to the financial statements.

                                       7
<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>
<S>                                                                                                                   <C>


                                                                                                                     2003
                                                                                                               Predecessor Basis
OPERATIONS FOR 2003
      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 FOR 2003

      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)                                                        9,437,231

      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
                                                                                                                        12,642,163

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                                                                                                         2,219,785
                                                                                                             ----------------------

      Balance as of December 31, 2004                                                                                    2,219,785
                                                                                                             ----------------------
                                                                                                             ----------------------

TOTAL SHAREHOLDERS EQUITY AS OF DECEMBER 31, 2004                                                                   $   14,870,744
                                                                                                             ======================


</TABLE>

 See accompanying notes to the financial statements.

                                       8
<PAGE>



<TABLE>
<CAPTION>
                                BEXIL CORPORATION
           STATEMENT OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2004
<S>                                                                                                       <C>

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:
    Receivables, prepaid assets and other                                                                 4,282
  Decrease in:
    Accounts payable and accrued liabilities                                                             (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.

As a result of the change in corporate form from a 1940 Act filer to a 1934 Act
filer, there was a non-cash transitional adjustment. For more information refer
to Note2.

                                       9
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

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. For
further information on this change in accounting, refer to Note 2.

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 1940 Act.

         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

As more fully described in Note 2 to the financial statements, in 2004 the
Company completed the process of de-registering as a filer under the Investment
Company Act of 1940 and now files in accordance with the Securities Exchange Act
of 1934. As a result, the financial statements for the period subsequent to the
de-registration present assets and liabilities on a historical cost basis,
whereas prior to de-registration, assets and liabilities were presented on a
fair value basis under the 1940 Act. This change in accounting prevents the
financial statements for 2004 and 2003 from being directly comparable.

                                       10
<PAGE>

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.

         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. The company considers short-term investments and other marketable
securities maturing in 90 days to be considered cash equivalents.

         Investment in Unconsolidated Affiliate

Our 50% interest in our unconsolidated affiliate, 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. Refer to Note 2.

         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. In
2003 and prior, the notes were accounted under the fair value method under the
Investment Company Act of 1940. The U.S. Treasury notes matured during the first
quarter of 2004. 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. During the year ended December 31, 2003 this
investment was accounted for at fair value.

         Goodwill

The company initially recorded $1,500,000 of goodwill relating to the investment
of York. The company reviews goodwill for impairment annually. As part of this
review the Company considers financial performance, legal factors, business
climate, potential action by regulators, etc. The company believes there has
been no impairment of goodwill as of December 31, 2004.

         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. The company
assesses the need for a valuation allowance on recorded deferred tax assets.

         Reporting Segment

The Company's operations are organized around insurance services and classified
into one reporting segment - insurance services. The chief operating decision
maker reviews and considers the consolidated reports of York as the key decision
making information.

                                       11
<PAGE>

         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
earnings per share:

<TABLE>
<CAPTION>

                                                                  2004                  2003
                                                                  ----                  ----
<S>                                                                <C>                   <C>

Numerator for basic and diluted
  earnings per share:
  Net income                                                  $ 2,219,785            $ 2,483,069
                                                              ===========            ===========

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.


The 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 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.



                                       12
<PAGE>

The Company's pro forma information follows:

<TABLE>
<CAPTION>

                                                                        December 31,
                                                                  2004               2003
                                                                  ----               ----
<S>                                                                <C>                <C>
Net income as reported                                        $ 2,219,785         $ 2,483,069
Plus: Compensation expense
    recorded against income                                           -                   -
Deduct: Total stock-based employee
    expense determined under fair
    value method for all awards, net
    of related tax effects                                       (580,665)                  -
                                                                 --------              ------
Pro forma net income                                          $ 1,639,120         $ 2,483,069
                                                              ===========         ===========
</TABLE>

<TABLE>
<CAPTION>


Earning per share
               <S>                  <C>                                  <C>                 <C>

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

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

</TABLE>

        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.


        Emerging Accounting Standards

On December 16, 2004, the FASB issued Statement No. 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 restricted stock) granted to employees. This
standard is effective for public companies in interim or annual periods
beginning after December 15, 2005. We are currently in the process of assessing
the impact that the adoption of this standard will have on our financial
statements.

2.       CHANGE IN ACCOUNTING PRINCIPLE

Effective with a Securities and Exchange Commission order on January 6, 2004,
that the Company ceased to be an investment company under Section 8(f) of the
Investment Company Act of 1940. As a registered investment company, the Company
recorded its net assets at fair value (or market value). Upon de-registration,
the Company reports its assets and liabilities on a historical cost basis.
Although de-registration occurred on January 6, 2004, for convenience the
Company affected the change as of January 1, 2004 because management deemed
there to be no material change in either the fair value or historical cost of
its net assets in the three business day period from January 1 to January 6,
2004.

                                       13
<PAGE>

As a consequence of the de-registration, the Company changed its method of
accounting for its 50 percent interest in York from the fair value method to the
equity method. In addition, the Company changed its basis of accounting for its
other investment from fair value to cost. Note, for all other assets and
liabilities, fair value approximated cost at the time of de-registration. As
such, no additional transition adjustments were required.

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


<TABLE>
<CAPTION>
<S>                                                                                          <C>

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

       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
                                                                                        ==========

</TABLE>


3.       OTHER INVESTMENTS

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

<TABLE>
<CAPTION>

                                                              Cost              Market Value

         <S>                                                  <C>                   <C>
      Common stock of non-public entity*                   325,000                      *
      Other                                                  1,605                  1,726
                                                             -----
      Total                                             $  326,605
                                                        ==========
</TABLE>

* 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.

                                       14
<PAGE>

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:

<TABLE>
<CAPTION>

                                                                                                Weighted
                                                                      Number                    Average
                                                                        Of                      Exercise
Stock Options                                                         Shares                     Price
-------------                                                        --------                  ---------
<S>                                                                    <C>                         <C>

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

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.

The following table summarized information about stock options outstanding at
December 31, 2004:


<TABLE>
<CAPTION>

                       Options Outstanding                                               Options Exercisable

                                             Weighted-Average
         Range of               Number          Remaining         Weighted-Average    Number of      Weighted-Average
      Exercise Prices        Outstanding     Contractual Life      Exercise Price    Stock Options     Exercise Price
          <S>                    <C>                <C>                <C>               <C>                <C>

       $16.30-$17.85             23,000            4.75               $16.50           21,000               $16.37
       $21.59-$23.75            120,000            4.25               $22.42           71,952               $21.87
                                -------                                                ------
                                143,000            4.33               $21.47           92,952               $20.63
                                =======                                                ======

</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:

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                             2004                          2003
                                             ----                          ----
<S>                                           <C>                           <C>

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

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 $2,090,200 of
which $658,200 expires in 2022, $572,400 expires in 2023 and $859,600 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.


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.



                                       16
<PAGE>

8.       INTEREST IN UNCONSOLIDATED AFFILIATE

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

<TABLE>
<CAPTION>


                                                          York Insurance Services Group, Inc.

                                                           2004                          2003
                                                          ------                        ------
<S>                                                         <C>                           <C>

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

</TABLE>

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 during 2004.

  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. The goodwill balance
is reviewed for impairment annually for changes in events or circumstances that
would impair the valuation. The aggregate equity method interest in York of
$9,423,487 at December 31, 2004 is reviewed for impairment at least annually in
accordance with FAS 142.

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.

                                       17
<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
York Insurance Services Group, Inc. and Subsidiaries
Parsippany, New Jersey

         We have audited the accompanying consolidated balance sheets of York
Insurance Services Group, Inc. and subsidiaries (the "Company") as of December
31, 2004 and 2003, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. 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 audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide a
reasonable basis for our opinion.

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

      Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
operating expenses for York Insurance Services Group, Inc. and Subsidiaries, for
the years ended December 31 2004 and 2003, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements. The supplemental schedule is the responsibility of the Company's
management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.


      We have not audited any financial statements of the Company for any period
subsequent to December 31, 2004. Significant events subsequent to this date are
discussed in Note 13.


      /s/ DELOITTE & TOUCHE LLP
February 11, 2005
(January 20, 2006 as to Note 13.)


                                       18
<PAGE>

<TABLE>
<CAPTION>


YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                 <C>

ASSETS                                                                                           2004                 2003

CURRENT ASSETS:
  Cash and cash equivalents                                                                    $ 5,106,919      $ 2,705,401
  Accounts receivable, less allowance for doubtful accounts of $553,000 and 450,000             11,742,609        7,768,112
  Unbilled revenue                                                                               8,714,865        1,712,237
  Taxes recoverable                                                                                                 429,939
  Deferred income taxes                                                                          1,425,306          816,466
  Prepaid expenses and other current assets                                                        930,043          559,963
                                                                                                   -------          -------
                                                                                                                          -
           Total current assets                                                                 27,919,742       13,992,118
                                                                                                ----------       ----------
                                                                                                                          -
PROPERTY AND PLANT
  Furniture, fixtures and equipment-Net                                                          4,072,397        3,504,802
                                                                                                 ---------        ---------
                                                                                                                          -
OTHER ASSETS:
  Other intangible assets-Net                                                                    2,250,000        2,500,000
  Goodwill                                                                                       1,050,294        1,050,294
  Other                                                                                            188,677          166,298
                                                                                                   -------          -------
                                                                                                                          -
           Total other assets                                                                    3,488,971        3,716,592
                                                                                                 ---------        ---------
                                                                                                                          -
TOTAL                                                                                         $ 35,481,110     $ 21,213,512
                                                                                              ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                              $ 2,215,555       $ 480,290
  Accrued payroll expenses                                                                        1,614,685         499,341
  Accrued expenses                                                                                  795,784         349,370
  Accrued sub-contractors' fees                                                                   3,151,990               -
  Taxes payable                                                                                     719,460               -
  Current portion of deferred income                                                              4,553,345       2,935,284
  Current portion of note payable                                                                   345,386         320,505
  Current portion of capital lease obligation                                                       244,001         163,171
  Other current liabilities                                                                         110,411         109,565
                                                                                                    -------         -------
                                                                                                                          -
           Total current liabilities                                                             13,750,617       4,857,526
                                                                                                 ----------       ---------
                                                                                                                          -
NONCURRENT LIABILITIES:
  Deferred income                                                                                   505,927         322,257
  Notes payable                                                                                   1,209,949       2,046,509
  Capital lease obligation                                                                          416,129         296,561
  Deferred income taxes                                                                              26,588         332,891
  Other                                                                                             363,280         283,183
                                                                                                    -------          -------
                                                                                                                           -
           Total noncurrent liabilities                                                           2,521,873       3,281,401
                                                                                                  ---------       ---------

MINORITY INTEREST                                                                                   361,647         268,713
                                                                                                    -------         -------

STOCKHOLDERS' EQUITY:
  Common stock-no par value, 1,000 shares authorized,
    1,000 shares issued and outstanding                                                                   -               -
  Additional paid-in capital                                                                      3,000,000       3,000,000
  Retained earnings                                                                              15,846,973       9,805,872
                                                                                                 ----------       ---------
                                                                                                                          -
           Total stockholders' equity                                                            18,846,973      12,805,872
                                                                                                 ----------      ----------
                                                                                                                          -
TOTAL                                                                                          $ 35,481,110    $ 21,213,512
                                                                                               ============    ============

See notes to consolidated financial statements.


                                       19
<PAGE>
</TABLE>


<TABLE>
<CAPTION>


YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2004 AND 2003
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                     <C>


                                                                                            2004                    2003

REVENUE                                                                                  $ 71,409,418          $ 52,759,165

OPERATING EXPENSES                                                                         60,849,590            43,589,651
                                                                                           ----------            ----------

INCOME FROM OPERATIONS                                                                     10,559,828             9,169,514
                                                                                           ----------             ---------

OTHER INCOME AND DEDUCTIONS:
  Investment income                                                                            38,136                38,331
  Interest expense                                                                           (155,689)             (207,376)
                                                                                             --------              --------


                                                                                             (117,553)             (169,045)
                                                                                             --------              --------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                                           10,442,275             9,000,469
                                                                                           ----------             ---------

PROVISION FOR INCOME TAXES                                                                 (4,208,239)           (3,228,231)
                                                                                           ----------            ----------

MINORITY INTEREST IN USTM INCOME                                                             (192,935)             (172,109)
                                                                                             --------              --------

NET INCOME                                                                                $ 6,041,101           $ 5,600,129
                                                                                          ===========           ===========

See notes to consolidated to financial statements.

</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>


YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                 <C>


                                                                                                2004               2003

COMMON STOCK:                                                                                $ ________          $ _______
ADDITIONAL PAID-IN CAPITAL
  Balance- Beginning of year                                                                  3,000,000          3,000,000
                                                                                              ---------          ---------
  Balance-End of year                                                                         3,000,000          3,000,000
                                                                                              ---------          ---------

RETAINED EARNINGS:
  Balance- Beginning of year                                                                  9,805,872          4,205,743
  Net income                                                                                  6,041,101          5,600,129
                                                                                              ---------          ---------

  Balance-End of year                                                                        15,846,973          9,805,872
                                                                                             ----------          ---------

TOTAL STOCKHOLDERS' EQUITY-End of year                                                     $ 18,846,973       $ 12,805,872
                                                                                           ============       ============


See notes to consolidated financial statements.


</TABLE>

                                       21
<PAGE>
<TABLE>


YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                      <C>

                                                                                                2004                    2003
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                              $ 6,041,101               $ 5,600,129
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation and amortization                                                           1,429,752                 1,219,776
    Bad debt expense                                                                          154,740                   177,614
    Loss on disposition of fixed assets                                                         1,004                    30,226
    Changes in:
      Accounts receivable                                                                  (4,129,237)               (2,134,112)
      Unbilled revenues                                                                    (7,002,628)                1,069,766
      Minority interest                                                                       192,935                   172,109
      Deferred income taxes                                                                  (915,143)                  648,421
      Prepaid expenses and other current assets                                              (370,080)                  101,062
      Other noncurrent assets                                                                 (22,379)                  482,247
      Accounts payable                                                                      1,735,265                    85,929
      Accrued payroll expenses                                                              1,115,344                   (46,654)
      Accrued expenses                                                                        446,414                   254,956
      Accrued sub-contractors' fees                                                         3,151,990                         -
      Taxes payable                                                                         1,149,399                  (958,939)
      Deferred income                                                                       1,801,731                  (392,726)
      Other payables                                                                           80,943                   280,813
                                                                                               ------                   -------

           Net cash provided by operating activities                                        4,861,151                 6,590,617
                                                                                            ---------                 ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                                               (1,355,656)               (1,673,818)
  Net proceeds from sale of fixed assets                                                        1,550                     5,200
                                                                                                -----                     -----

           Net cash used in investing activities                                           (1,354,106)               (1,668,618)
                                                                                           ----------                ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes payable                                                                 (811,679)               (2,831,628)
  Repayment of capital lease obligation                                                      (193,847)                 (127,223)
  Partnership distributions                                                                  (100,001)                        -
                                                                                             --------

           Net cash used in financing activities                                           (1,105,527)               (2,958,851)
                                                                                           ----------                ----------

NET INCREASE IN CASH                                                                        2,401,518                 1,963,148

CASH AND CASH EQUIVALENTS-Beginning of year                                                 2,705,401                   742,253
                                                                                            ---------                   -------

CASH AND CASH EQUIVALENTS-End of year                                                     $ 5,106,919               $ 2,705,401
                                                                                          ===========               ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid-income taxes                                                                  $ 4,011,427               $ 3,538,749
                                                                                          ===========               ===========

  Cash paid-interest                                                                        $ 155,689                 $ 206,966
                                                                                            =========                 =========

See notes to consolidated financial statements.


</TABLE>

                                       22
<PAGE>



YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------


1.    NATURE OF OPERATIONS AND ORGANIZATION

     York Insurance Services Group, Inc. (the "Company") provides  comprehensive
     claims services for insurance  carriers and  self-insureds.  Claim services
     provided   include   property   and   casualty,    workers'   compensation,
     transportation, environmental and surveillance investigations. Services are
     provided throughout the United States.

     The  Company  has  a  50  percent  ownership  in  a  general   partnership,
     Underground Storage Tank Management ("USTM"). The partnership was formed to
     contract  with various State  agencies to audit the costs  incurred for the
     clean  up of  contaminated  underground  storage  tanks  and  perform  site
     inspections.  All revenue is derived from work  performed  for the State of
     Florida  Department  of  Environmental  Protection.  The Company  maintains
     managerial, financial and operational control of USTM.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of  Presentation--  The financial  statements  include York Insurance
     Services Group, Inc., its wholly owned  subsidiaries,  York Claims Service,
     Inc., York Claims  Service,  Inc. - Florida,  York Special  Investigations,
     Inc., York Claims Service of Nevada,  Inc. and its 50 percent investment in
     USTM.  York Claims Service,  Inc. and York Claims Service,  Inc. - Florida,
     Inc. provide  comprehensive claims services and third-party  administration
     for insurance carriers,  self-insureds,  municipalities,  brokers and other
     intermediaries.  York  Special  Investigations,  Inc.  offers  surveillance
     investigation in addition to other special investigation services.

     Investment in USTM Partnership--The Company's 50 percent investment in USTM
     is fully  consolidated  and a minority  interest is recorded to account for
     the minority  interest holder's  proportionate  share of net equity and net
     income in USTM.

     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 unbilled
     revenue,  deferred  income and  allowance  for  doubtful  accounts.  Actual
     results may differ from those estimates.

     Cash  Equivalents--The  Company  considers  money  market  funds and highly
     liquid debt  instruments  purchased  with original  maturity dates of three
     months or less to be cash equivalents.

     Unbilled  Revenue--  Unbilled  revenue  represents work performed on client
     files that have not been  invoiced at the end of the year,  as per contract
     terms or customary on-account billing procedures. The unbilled revenues are
     valued based on actual time or estimated completion of services.

                                      23
<PAGE>


     Deferred  Income  Taxes--The  deferred  income tax assets  recorded  on the
     consolidated  balance sheets  represent the income tax effects of temporary
     differences between the tax basis of assets and their amounts for financial
     reporting  purposes.  Deferred  income taxes arise from the  recognition of
     these temporary differences.

     Property and Depreciation--The Company depreciates the cost of property and
     equipment  over the estimated  useful lives of the related assets using the
     straight-line   method.  The  estimated  useful  lives  for  the  principal
     classifications are as follows:

Furniture, fixtures and equipment                                        7 years
Computer hardware and software                                         3-5 years
Automobiles                                                              5 years
Leasehold improvements                                                3-10 years



     Capitalized  Software  and   Development--The   Company  capitalizes  costs
     associated  with  internally  developed  software or  systems.  These costs
     included external direct costs for services and payroll and payroll related
     costs  for  employees  directly  associated  with  developing  internal-use
     software and systems.  Such costs are  amortized on a  straight-line  basis
     over five years.

     Goodwill and Other Intangible Assets--In June 2001, the FASB issued two new
     pronouncements:  SFAS No.  141,  Business  Combinations,  and SFAS No. 142,
     Goodwill and Other Intangible Assets. SFAS 141 was effective as follows: a)
     use  of  the   pooling-of-interest   method  is  prohibited   for  business
     combinations  initiated  after June 30, 2001; and b) the provisions of SFAS
     141 also apply to all business  combinations  accounted for by the purchase
     method  that are  completed  after June 30,  2001 (that is, the date of the
     acquisition  was July,  2001 or later).  SFAS 142 is  effective  for fiscal
     years  beginning  after  December  15,  2001,  to all  goodwill  and  other
     intangible assets recognized in an entity's statement of financial position
     at that date, regardless of when those assets were initially recognized.

     In connection  with the  application  of SFAS 141 and SFAS 142, the Company
     initially recorded  $4,050,294 as goodwill at the time of acquisition.  The
     Company  reviews  goodwill  and  other  intangible  assets  for  impairment
     annually,  or more  frequently  as events  or  circumstances  arise.  After
     considering   legal  factors,   business   climate,   potential  action  by
     regulators,  key  personnel and financial  position,  the Company  believes
     there has been no impairment of goodwill and other intangible  assets as of
     December 31, 2004 and 2003.

     Allowance  for  Doubtful   Accounts--The  Company  creates  a  reserve  for
     receivables  that may become  uncollectible.  The amount of the  reserve is
     based upon management's  assessment of several factors including the review
     of aging experience.

     Revenue  Recognition--Revenue  is  recognized  as a  claim  file  is  being
     processed,  based on the estimated  rate at which  services are provided or
     the actual value of time. The estimated rate at which services are provided
     is based on the  average  life of the  claim  and  recognized  as the claim
     enters different phases of the claims handling process.  The full amount of
     revenue is  recognized  when the claim is closed or when the services  have
     been completed.

                                       24
<PAGE>


     Deferred  Income-- Deferred income represents the unearned portion of fixed
     fee arrangements or fixed percentages or net earned premiums,  derived from
     insurance  policies  issued by clients.  Deferred income is recognized into
     income based upon proportional performance.



3.    PROPERTY & PLANT

          The carrying value of depreciable assets as of December 31, 2004 is as
     follows:
<TABLE>
<CAPTION>

                                                                                 Accumulated          Carrying
Classification                                                  Cost            Depreciation            Value
<S>                                                              <C>                <C>                   <C>

Furniture, fixtures and equipment                               $ 2,535,287       $ 734,907         $ 1,800,380
Computer hardware and software                                    1,655,333         856,337             798,996
Automobiles                                                           7,391           7,391
Leasehold improvements                                              670,658         217,972             452,686
Systems development                                               1,774,109         753,774           1,020,335
                                                                  ---------          -------           ---------

Total                                                           $ 6,642,778     $ 2,570,381         $ 4,072,397
                                                                ===========      ===========         ===========
</TABLE>



      During 2004 depreciation expense was $1,179,752.

      The carrying value of depreciable assets as of December 31, 2003 is as
follows:

<TABLE>
<CAPTION>

                                                                                 Accumulated          Carrying
Classification                                                 Cost             Depreciation            Value
<S>                                                             <C>                 <C>                  <C>

Furniture, fixtures and equipment                           $ 1,895,177           $ 418,839         $ 1,476,338
Computer hardware and software                                1,339,297             596,757             742,540
Automobiles                                                       7,391               6,097               1,294
Leasehold improvements                                          516,001             131,661             384,340
Systems development                                           1,323,744             423,454             900,290
                                                              ---------             -------             -------

Total                                                       $ 5,081,610         $ 1,576,808         $ 3,504,802
                                                            ===========         ===========         ===========

</TABLE>


      During 2003, depreciation expense was $969,776.

4.    OTHER INTANGIBLE ASSETS

      Other intangible assets consist principally of trademarks and trade names
      and customer relationships. Customer relationships are amortized on a
      straight-line basis over an estimated useful life of 10 years. Trademarks
      and trade names and goodwill which are not amortized are assessed for
      impairment on an annual basis or more frequently as events or
      circumstances arise. Amortization of intangible assets charged to
      operations amounted to $250,000 for the years ended December 31, 2004 and
      2003.
                                       25
<PAGE>

      Other intangible assets consist of the following at December 31, 2004:

<TABLE>
<CAPTION>
                                                                                Accumulated         Carrying
Classification                                                   Cost           Amortization          Value
<S>                                                                  <C>            <C>                 <C>

Amortized intangible assets:
   Customer relationships                                    $ 2,500,000        $ 750,000        $ 1,750,000
                                                             ===========        =========         ===========

Unamortized intangible assets:
   Trademarks and trade names                                  $ 500,000             $ -           $ 500,000
                                                               =========              ==            =========

</TABLE>

      Other intangible assets consist of the following at December 31, 2003:
<TABLE>
<CAPTION>

                                                                                Accumulated         Carrying
Classification                                                   Cost           Amortization          Value
<S>                                                              <C>                 <C>                <C>

Amortized intangible assets:
   Customer relationships                                    $ 2,500,000        $ 500,000        $ 2,000,000
                                                             ===========        =========         ===========

Unamortized intangible assets:
   Trademarks and trade names                                  $ 500,000             $ -           $ 500,000
                                                               =========              ==            =========

</TABLE>

          The estimated  amortization  expense for the years ending December 31,
     2005, 2006, 2007, 2008 and 2009 is $250,000 each year.


      5. LEASE COMMITMENTS

     The Company  leases office space in each of the cities in which its offices
     are located and certain office  equipment  under operating  leases.  Rental
     expense for all operating leases totaled  $2,702,028 in 2004 and $1,775,331
     in 2003.

     Future  minimum lease  payments for  operating  leases that have initial or
     remaining noncancelable terms in excess of one year as of December 31, 2004
     are as follows:

<TABLE>
<CAPTION>


                         2005         2006         2007          2008          2009      Thereafter     Total
<S>                       <C>          <C>          <C>           <C>          <C>          <C>          <C>

Office space        $ 1,992,398  $ 1,742,792   $ 1,388,674    $1,290,961   $1,049,961  $ 2,985,580  $ 10,450,366
Equipment               346,322      187,740        79,491        16,644          -             -        630,197
                        -------      -------        ------        ------         ----          ---       -------

Total               $ 2,338,720  $ 1,930,532   $ 1,468,165    $1,307,605   $1,049,961  $ 2,985,580  $ 11,080,563
                    ===========  ===========   ===========    ==========   ==========  ===========  ============

</TABLE>


6.       CAPITAL LEASE OBLIGATIONS

     The Company  leases certain  office  equipment and furniture  under capital
     leases with terms up to 48 months.  The leases expire between  January 2005
     and December 2008. The total

                                       26
<PAGE>


     amount of equipment and furniture  financed by capital  leases was $394,245
     in 2004 and  $364,871  in 2003.  The total  amount  paid by the Company was
     $193,847 in 2004 and $127,223 in 2003.

     The  carrying  value of  equipment  held  under  capital  leases,  which is
     included in property,  plant, and equipment in the financial statements, as
     of December 31, 2004 is as follows:

<TABLE>
<CAPTION>

                                                                                Accumulated      Carrying
Classification                                                      Cost        Depreciation       Value
<S>                                                                 <C>            <C>              <C>

Equipment under capital lease                                     $ 912,624     $ 203,045       $ 709,579
                                                                  =========     =========       =========
</TABLE>


      During 2004, depreciation expense was $100,400.

     The  carrying  value of  equipment  held  under  capital  leases,  which is
     included in property,  plant, and equipment in the financial statements, as
     of December 31, 2003 is as follows:

<TABLE>
<CAPTION>

                                                                                Accumulated       Carrying
Classification                                                      Cost        Depreciation        Value
<S>                                                                 <C>                <C>           <C>

Equipment under capital lease                                     $ 654,247     $ 102,645         $ 551,602
                                                                  =========     =========         =========

</TABLE>


      During 2003, depreciation expense was $75,862.

7.    NOTES PAYABLE

     During 2002, the Company  acquired loans of $5,000,000 and $4,000,000  from
     AIG and a commercial bank, respectively.  The AIG loan was payable in sixty
     equal  monthly  installments  commencing on February 18, 2002 with interest
     rate of prime  plus 1.5  percent.  The prime  rate on  January  1, 2003 was
     4.25%.

     On June 17,  2003,  the Company  paid the AIG note down to  $1,000,000,  at
     which time the terms of the loan were  renegotiated.  The renegotiated loan
     is payable in 36 equal installments of $31,106, with interest at 7.50 %.

     The remaining  annual principal  payments  applicable to the AIG note as of
     December 31, 2004 are as follows:

                       2005         2006         Total

                     $345,387    $182,621     $ 528,008
                     ========    ========     =========


     The remaining  annual principal  payments  applicable to the AIG note as of
     December 31, 2003 are as follows:

                                       27
<PAGE>

                2004        2005          2006          Total

              $320,505    $345,387     $ 182,621     $ 848,513
              ========    ========     =========     =========



      The commercial loan is a revolving line of credit for a period of four
      years and is deemed automatically renewed for a successive term of one
      year thereafter. The interest rate on the revolving line of credit is the
      prime rate, 5.25% at December 31, 2004. Both the AIG and commercial bank
      loans require the Company to maintain a working capital of not less than
      $5,000,000 at all times and tangible net worth of $4,250,000, $4,750,000,
      $5,250,000 and $5,750,000 on December 31, 2002, 2003, 2004 and 2005,
      respectively. The Company was in compliance with requirements on both
      loans for December 31, 2004 and 2003.

8.    INCOME TAXES

      The provision for federal, state and local income taxes for the years
      ended December 31, 2004 and 2003 is comprised of the following:

<TABLE>
<CAPTION>

                                                                 2004              2003
<S>                                                              <C>                <C>

Current - Federal, state and local                           $ 5,123,382         $ 2,579,810
Deferred income tax benefit                                     (915,143)           648,421
                                                                --------            -------

                                                             $ 4,208,239         $ 3,228,231
                                                             ===========         ===========
</TABLE>


     The  provision  for  income  taxes  differs  from the  amount of income tax
     expense  determined by applying the 35% U.S.  statutory  Federal income tax
     rate to pre-tax income as follows:

<TABLE>
<CAPTION>


                                                       2004                                   2003
<S>                                                     <C>              <C>                   <C>              <C>
Income Before Income Taxes and
   Minority Interest                               $ 10,442,275                           $ 9,000,469
Minority Interest in USTM Income                       (192,935)                             (172,109)
                                                       --------                              --------

Pre-tax Net Income                                 $ 10,249,340                           $ 8,828,360
                                                   ============                           ===========

Income Tax - Statutory Rate                         $ 3,587,269          35%              $ 3,089,926          35%
Meals & Entertainment                                    76,578           1%                   50,056           1%
State income taxes                                     (288,184)         -3%                 (217,625)         -2%
Other                                                     9,194           0%                 (315,912)         -4%
                                                          -----           -                  --------           -

Federal Total Income Tax Expense                      3,384,857          33%                2,606,445          25%

State Total Income Tax Expense                          823,382           8%                  621,786           7%
                                                        -------           -                   -------           -

Total Income Tax Expense                            $ 4,208,239          41%              $ 3,228,231          37%
                                                    ===========          ==               ===========          ==

</TABLE>

                                       28
<PAGE>


     Net deferred income tax assets and  (liabilities)  consist of the following
     as of December 31, 2004 and 2003:

<TABLE>
<CAPTION>

                                                                    2004                2003
<S>                                                                  <C>                 <C>
Depreciation and amortization                                   $ (239,012)        $ (454,781)
Deferred income                                                  1,408,830            771,756
Allowance for doubtful accounts                                    193,550            157,500
Enterprise appreciation rights                                      35,350              9,100
                                                                    ------              -----
                                                               $ 1,398,718          $ 483,575
                                                               ===========          =========

</TABLE>



9.    EMPLOYEE BENEFITS

     The Company has a voluntary  employee  savings plan (401(k)  plan) in which
     eligible  employees can  contribute on a pretax basis a certain  portion of
     their income.  Matching  contributions  are made by the Company up to 6% of
     annual salary depending on the employees' years of service.  The total cost
     of the plan to the Company was $632,401 in 2004 and  $474,050 in 2003.  The
     Company also has the following  additional  employee  benefit plans:  group
     life, health, dental, long-term disability and supplemental life insurance.
     The aggregate total of such additional employee benefit plan expense to the
     Company was $2,232,532 in 2004 and $2,109,851 in 2003.

10.   CONCENTRATION OF BUSINESS

     Approximately 30% of the Company's  revenues in 2004 and 2003 were provided
     by one customer and its subsidiaries.

11.   FIDUCIARY ACCOUNT

     The  Company  holds  money in escrow on behalf of  certain  clients.  These
     escrow funds are used to pay losses and claim-related expenses on behalf of
     those clients. The payment of losses and claim-expenses does not affect the
     operating results of the Company. Neither the cash balances nor the related
     liabilities  are included in the  accompanying  financial  statements.  The
     balance of the fiduciary  accounts was  $1,819,628 at December 31, 2004 and
     $1,667,824 at December 31, 2003.

12.   COMMITMENTS AND CONTINGENCIES

     The Company is subject to legal proceedings and claims that arise as result
     of events that occur in the ordinary course of business. Although there can
     be no  assurance  as to the ultimate  outcome of these  matters,  it is the
     opinion of the  Company's  management  that the final  disposition  of such
     matters will not have a material adverse effect on the Company's  financial
     position or results of operations.

13.   SUBSEQUENT EVENTS

     On  June  10,  2005,  the  Company  declared  corporate   distributions  of
     $5,000,000,  payable to the shareholders of record on the close of business
     on June 15, 2005. The Company also committed to pay corporate distributions
     of $341,382  payable to the shareholders of record on the close of business
     on June 30, 2005.


                                       29
<PAGE>


     On November 29, 2005, the Company declared corporate distributions totaling
     $20,000,000, payable to the shareholders of record on the close of business
     on November 29, 2005.

     On December 14, 2005, the Company entered into a $15,000,000  term loan and
     a $5,000,000 revolving loan facility.  On the same date, the Company closed
     the $4,000,000 revolving loan facility that was entered into on January 18,
     2002.

     On December 23, 2005 the Company announced the signing of a definitive
     agreement under which Odyssey  Investment  Partners LLC in partnership with
     the  Company's  Chairman  & CEO,  other  members  of the  Company's  senior
     management  and Ward Partners,  LLC will purchase the Company.  The primary
     selling shareholder is Bexil Corporation.



                                     ******

                                       30
<PAGE>


YORK INSURANCE SERVICES GROUP INC. AND SUBSIDIARIES

SUPPLEMENTAL SCHEDULE OF   OPERATING EXPENSES
--------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 2004 AND 2003


The following table represents the statements of operating expenses of York
Insurance Services Group, Inc. for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>

                                                2004                    2003
<S>                                              <C>                     <C>

Salaries                                   $ 42,834,174            $ 27,888,574
Employee benefits                             3,225,881               2,798,208
Travel                                        1,425,828                 835,174
Automobiles                                   1,330,018               1,113,140
Rent and related expenses                     2,460,964               2,032,647
Equipment                                       672,853                 683,112
Printing and stationary                         723,692                 610,973
Communications                                1,917,145               1,704,209
Data processing                                 815,420                 760,268
Depreciation and other amortization           1,429,752               1,219,776
Service fees                                    577,973                 571,883
Loss adjustment expense                       2,523,550               2,382,554
Other                                           912,340                 989,133
                                                -------                 -------

Total operating expenses                   $ 60,849,590            $ 43,589,651
                                           ============            ============
</TABLE>



                                       31
<PAGE>


Item 8A.  Controls and Procedures

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. 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 on that evaluation, 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 were not effective as of December 31, 2004, because of
certain control deficiencies outlined below.

On June 15, 2005, the Company inadvertently filed the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004 (the "2004 Report")
before all pending edits and reviews were completed. Because the edits and
review procedures had not been completed, the Company's Chief Financial Officer
determined that the Company's financial statements for the fiscal years ended
December 31, 2004 and 2003 as filed should not be relied upon. On June 20, 2005,
an amended 2004 Report was filed to correct certain errors which resulted from
the inadvertent filing of the 2004 Report on June 15, 2005. The circumstances
surrounding the inadvertent filing and a description of the edits which had not
been completed are described in the Company's Current Report on Form 8-K dated
June 16, 2005, and filed with the SEC on the same date.
In connection with the preparation of the 2004 Annual Report on Form 10KSB/A,
management determined that deficiencies within its disclosure controls and
procedures including internal control over financial reporting existed that
related to the following: (1) the Company's internal controls over SEC filings
were not adequate and required further strengthening, (2) the controls over the
application of APB 18 regarding the classification of income from equity
affiliates did not operate effectively and (3) the controls over the
application of APB No. 20 did not operate effectively.
..

Changes in Internal Control Over Financial Reporting

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.

                                       32
<PAGE>



Item 13. Exhibits

          (a)  The following  exhibits are  incorporated  as part of this 10-KSB
               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  filed on  06/20/2005  as Exhibit
         3.1-4 to  Bexil's  Annual  Report  on Form  10-KSB/A  are  hereby
         incorporated by reference.

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 on 06/20/2005 as Exhibit 4.1-1
         to Bexil's Annual Report on Form 10-KSB/A are hereby incorporated
         by reference.

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, is hereby incorporated by reference.

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, are hereby incorporated by reference.

16       Letter on change in certifying  accountant filed on 06/20/2005 as
         Exhibit 16 to Bexil's  Annual  Report on Form 10-KSB/A are hereby
         incorporated by reference

                                       33
<PAGE>



21       Subsidiaries  of the small business issuer filed on 06/20/2005 as
         Exhibit 21 to Bexil's  Annual  Report on Form 10-KSB/A are hereby
         incorporated by reference.


23. Consents of Independent Registered Public Accounting Firm.

      Deloitte & Touche LLP. Filed herewith.


24-1     Power of  attorney  -- Durable  Power of  Attorney  of Charles A.
         Carroll  filed on  06/20/2005  as Exhibit 24-1 to Bexil's  Annual
         Report on Form 10- KSB/A are hereby incorporated by reference.

24-2     Power of attorney -- Durable Power of Attorney of Edward G. Webb,
         Jr. filed on 06/20/2005 as Exhibit 24-2 to Bexil's  Annual Report
         on Form 10- KSB/A are hereby incorporated by reference.

24-3      Power of attorney -- Durable Power of Attorney of Bassett S. Winmill
          filed on 06/20/2005 as Exhibit 24-3 to Bexil's Annual Report on Form
          10-KSB/A are hereby incorporated by reference.

24-4      Power of attorney -- Durable Power of Attorney of Douglas Wu filed on
          06/20/2005 as Exhibit 24-4 to Bexil's Annual Report on Form 10-KSB/A
          are hereby incorporated by reference.

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.

                                       34
<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


March 1, 2006                                By:   /s/ Thomas O'Malley
                                             ------------------------------
                                             Thomas O'Malley
                                             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.


March 1, 2006       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


March 1, 2006       By:   /s/ Thomas B. Winmill
                          ------------------------------------------------------
                          Thomas B. Winmill, Esq., President
                          Chief Executive Officer, General Counsel, Director


March 1, 2006       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


March 1, 2006       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


March 1, 2006       By:   /s/ Thomas B. Winmill
                          ------------------------------------------------------
                          Douglas Wu, Director,
                          Thomas B. Winmill on behalf of Douglas Wu by Power of
                          Attorney signed 12/11/01


                                       35
<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 on
Form S-8 (No. 333-113996) of our report dated June 14, 2005 (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the emphasis of matter described in Note 2) relating to the financial
statements of Bexil Corporation, appearing in the Annual Report on Form
10-KSB/A-2 of Bexil Corporation for the year ended December 31, 2004.

/s/DELOITTE & TOUCHE LLP
Parsippany, NJ
March 1, 2006



<PAGE>


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Thomas B. Winmill, certify that:

1. I have reviewed this Form 10-KSB/A-2 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)) 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. 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

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

Date:   March 1, 2006
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer



Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas O'Malley, certify that:

1  I have reviewed this Form 10-KSB/A-2 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)) 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;

a. 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

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

Date:  March 1, 2006
/s/ Thomas O'Malley
Thomas O'Malley
Chief Financial Officer, Treasurer, Chief Accounting Officer


<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/A-2 of the Company
for 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/A-2 fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: March 1, 2006
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer and President


<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/A-2 of the Company
for 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/A-2 fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: March 1, 2006
/s/ Thomas O'Malley
Thomas O'Malley
Chief Financial Officer, Treasurer, Chief Accounting Officer