UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
(Mark One)
   X   Annual Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 2005

  |_|  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
  Rights to Purchase Series A Participating      American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such 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 X No .

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

The issuer's revenues for its most recent fiscal year: $308,432

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 March 31,
2006: 608,101 shares at $30.47 per share, or $18,528,837.

The number of shares outstanding of the issuer's classes of common equity, as of
March 31, 2006: Common Stock, par value $.01 per share - 883,592 shares.

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                            <C>
Item 1.         Description of Business.....................................................................................1
Item 2.         Description of Property.....................................................................................5
Item 3.         Legal Proceedings...........................................................................................5
Item 4.         Submission of Matters to a Vote of Security Holders.........................................................5
Item 5.         Market for the Company's Common Equity and Related Stockholder Matters......................................7
Item 6.         Management's Discussion and Analysis or Plan of Operation...................................................8
Item 7.         Financial Statements.......................................................................................11
Item 8.         Changes In and Disagreements With Accountants on Acounting and Financial Disclosure........................41
Item 8A.        Controls and Procedures....................................................................................41
Item 8B.        Other Information..........................................................................................41
Item 9.         Directors, Executive Officers, Promoters and Control Persons; Compliance
                with Section 16(a) of the Exchange Act.....................................................................41
Item 10.        Executive Compensation.....................................................................................43
Item 11.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.............45
Item 12.        Certain Relationships and Related Transactions.............................................................48
Item 13.        Exhibits...................................................................................................49
Item 14.        Principal Accountant Fees and Services.....................................................................50
</TABLE>


<PAGE>

                                     PART I

Item 1.           Description of Business

All of our periodic  report filings with the Securities and Exchange  Commission
(the "SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934,  as amended,  are made  available,  free of charge,  through our web site,
www.bexil.com,  including our Annual Report on Form 10-KSB, Quarterly Reports on
Form 10-QSB,  Current  Reports on Form 8-K and any  amendments to those reports.
These  reports  and  amendments  are  available  through our web site as soon as
reasonably  practicable after we electronically file or furnish such material to
the SEC. All  subsequent  references  to "Notes" refer to the Notes to Financial
Statements located elsewhere in this Form 10-KSB.

Overview

Bexil Corporation, a Maryland corporation (the "Company"), is a holding company.
We have 11 employees, none of whom are full time.

The Company was  incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified  closed-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series  of  shares  of  Bull & Bear  Funds  II,  Inc.,  an  open-end  management
investment  company,  transferred  its net assets to the Company in exchange for
shares of the  Company.  The Company  changed its name to Bexil  Corporation  in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its  registration  as an investment  company
registered under the 1940 Act.

On January 6, 2004,  the  Company's  application  with the SEC to terminate  its
registration as an investment  company was granted.  As a result, the Company is
subject to the reporting and other  requirements of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act.  The  Company's  shares  are  listed on the  American  Stock
Exchange.

Bexil's  primary  holding is, and for the last three  years has been,  its fifty
percent interest in privately held York Insurance Services Group, Inc. ("York").
York is an insurance services business process  outsourcing  company.  Since the
1930's, York (through  predecessor  companies) has served as both an independent
adjustment company and third party administrator providing comprehensive claims,
data,  and risk related  services to  insurance  companies,  self-insureds,  and
intermediaries  throughout the United States.  York's business units include the
program  management,  licensed private  investigation,  recovery,  environmental
consulting, retail logistics and large/complex loss adjusting.

The Company's  fifty percent  interest in York is accounted for using the equity
method and, therefore, our financial results are not consolidated with York's.

On December 23, 2005, the Company  entered into an agreement for the sale ("Sale
Agreement") of its fifty percent interest in York to York Insurance Acquisition,
Inc.  ("York  Buyer"),  a newly formed entity  controlled by Odyssey  Investment
Partners,  LLC  ("Odyssey") and certain other  investors for  approximately  $39
million in cash. A special  committee of independent  directors,  have evaluated
the  fairness  of the  transaction,  and the Board of  Directors  of Bexil  have
approved the transaction,  which is subject to the approval of the holders of at
least 50% of Bexil's  outstanding common stock.  Holders of approximately 32% of
Bexil's  stock have  entered into an agreement in which they have agreed to vote
their  shares in favor of the sale and against any action that would  reasonably
be expected to prevent the  transactions  contemplated by the sale. On March 27,
2006,  proxy material was mailed to stockholders  seeking  approval at a special
meeting  of  stockholders  scheduled  for  April  27,  2006.  Completion  of the
transaction  is also  subject to the  consummation  of an agreement by the other
fifty percent owner of York, Thomas C. MacArthur, to sell a portion and rollover
a portion of his shares to York Buyer, and other conditions to closing.

                                      -1-
<PAGE>


If the sale does not receive  shareholder  approval the Sale  Agreement  will be
terminated.  The Sale  Agreement  obligates  the  Company  to pay York Buyer its
reasonable  out-of-pocket  expenses (including without limitation,  all fees and
expenses of counsel,  accountants,  investment bankers, experts, and consultants
to York  Buyer and its  affiliates)  incurred  by York Buyer or on its behalf in
connection  with or  related  to the  authorization,  preparation,  negotiation,
execution and  performance  of the Sale Agreement and the agreement by the other
fifty percent owner of York up to a maximum of $1,750,000 if the Sale  Agreement
is terminated for certain reasons,  including if the sale of the Company's fifty
percent interest in York is not approved by the stockholders of the Company.

York Industry Profile and Risks

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

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

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

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

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

                                      -2-
<PAGE>


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

York  generates  revenues  through  separate  and distinct  contractual  service
arrangements  with several  carriers that are  affiliates of each other (but not
related to York) which, in aggregate,  represented  approximately 42% and 30% of
York's revenue in 2005 and 2004, respectively.  Approximately two thirds of this
revenue is derived from third-party  administrative ("TPA") services provided on
industry-specific  program  business  which  also  involves  relationships  with
managing general agents ("MGA's") and trade  associations  which are an integral
part of the buying decision.

York also manages claims for residual market plans in several  states.  Although
York  maintains  a  contractual  relationship  with the  servicing  carrier  the
selection of York as a TPA on these  programs is influenced  by each  individual
state plan, the servicing  carrier which manages the plan, the state departments
of  insurance  which  oversee  each plan and the  representatives  of  insurance
companies  who serve on the  boards of each  plan.  In the  aggregate,  residual
market  plans  represented  27% and 32% of  York's  revenue  in 2005  and  2004,
respectively.  Some of the carriers  referred to above are also  involved as the
serving carrier on a portion of the residual market plans. It is York's position
that each of these residual market plans is a separate customer relationship and
as such,  the  customer  concentration  disclosure  above does not  reflect  any
business derived from the residual market plans.

Operations after the Sale of York Shares

Upon the sale of the York  shares,  the  Company  will  seek to  acquire  and/or
develop one or more  businesses.  There are no limits on the types of businesses
or fields in which the Company may devote its assets.  No  businesses to acquire
or develop have been  identified by the Company at this time. The Company cannot
predict what changes to its present business or operations would result from the
sale of the York shares. We have no plans to dissolve and liquidate the Company.
We may decide to use most of the proceeds  from the sale to start up and develop
a business  or to  explore  other  alternatives,  such as an  acquisition  of or
business combination with, another entity or entities. At this time our Board of
Directors has not made any decision to pursue any of these options.

Forward Looking Information

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

                                      -3-
<PAGE>


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

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

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

                                      -4-
<PAGE>


Item 2.           Description of Property

The principal  office of the Company is located at 11 Hanover Square,  New York,
New York 10005.  The Company  shares this office  space of 3,800 square feet and
various   administrative   and  other  support  functions  with  Winmill  &  Co.
Incorporated   ("Winco"),   Tuxis   Corporation,   and  their   affiliates  (the
"Affiliates") and pays an allocated cost based on an estimated assessment of use
and other  factors of the rent expense of jointly used office space and overhead
expense of various jointly used administrative and support functions incurred by
Winco.  The Company  incurred  allocated  rent and overhead costs of $92,271 and
$124,000 for the years ended December 31, 2005 and 2004, respectively.

Item 3.           Legal Proceedings

From  time to time,  the  Company  is  threatened  or named  as a  defendant  in
litigation  arising in the normal  course of business.  As of December 31, 2005,
the  Company  was  not  involved  in any  litigation  that,  in the  opinion  of
management,  was  reasonably  likely to have a  material  adverse  impact on the
financial condition of the Company.

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

During  the fourth  quarter  of the 2005  fiscal  year,  the  Annual  Meeting of
Stockholders  ("Meeting")  of the Company was held on November 10, 2005 to elect
Edward G.  Webb,  Jr. and Thomas B.  Winmill as Class I  Directors  with each to
serve a three  year term,  and each  until his  successor  is duly  elected  and
qualifies.  With regard to the proposal to elect to the Board of  Directors  the
nominee, Edward G. Webb, Jr. as a Class I Director, 728,198 shares were voted in
favor of and 41,799  shares were

                                      -5-
<PAGE>

voted to withhold  authority  for the  nominee.  With regard to the  proposal to
elect to the Board of  Directors  the  nominee,  Thomas B.  Winmill as a Class I
Director,  750,232 shares were voted in favor of and 19,765 shares were voted to
withhold authority for the nominee.

                                      -6-
<PAGE>


                                     PART II


Item 5.           Market for Common Equity and Related Stockholder Matters

The  Company's  Common  Stock trades on the American  Stock  Exchange  under the
symbol BXL. There are  approximately 200 holders of record of Common Stock as of
December 31, 2005. In addition,  there are an indeterminate number of beneficial
owners of Common Stock that are held in "street name." No dividends were paid on
the  Common  Stock in the past year and the  Company  does not expect to pay any
such dividends in the foreseeable  future.  The high and low sales prices of the
Common  Stock  during  each  quarterly  period  over the last two years  were as
follows:


<TABLE>
<CAPTION>

<S>                                                                   <C>          <C>                 <C>           <C>
                                                                           2005                                2004
                                                                      High         Low              High             Low
First Quarter                                                      $16.00        $14.25              $27.85       $16.10
Second Quarter                                                     $19.73        $12.25              $25.20       $17.65
Third Quarter                                                      $25.00        $17.90              $18.25       $15.25
Fourth Quarter                                                     $35.75        $23.21              $17.71       $15.75

Equity Compensation Plan Information
</TABLE>

<TABLE>
<CAPTION>

<S>                                                    <C>                      <C>                   <C>
                                                                                                  Number of
                                                                         Weighted-                Shares
                                            Number of                    average exercise         remaining available
                                            shares to be issued          price of outstanding     for future issuance
                                            upon exercise of             options, warrants        under equity
                                            outstanding options          and rights               compensation plans
Equity Compensation Plans
    approved by security holders                   144,000                   $21.45                       31,918
Equity Compensation Plans not
    approved by security holders                        -                        -                           -
Total                                              144,000                   $21.45                       31,918
                                                   =======                   ======                       ======
</TABLE>


Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities By The Issuer

None.

                                      -7-
<PAGE>



Stockholder Rights Plan

The Board of Directors has adopted a  stockholder  rights plan. To implement the
rights plan,  the Board of  Directors  declared a dividend  distribution  of one
right for each  outstanding  share of Bexil  common  stock,  par value  $.01 per
share,  to  holders  of  record of the  shares  of common  stock at the close of
business on November 21, 2005.  Each right  entitles  the  registered  holder to
purchase from Bexil one  one-thousandth of a share of preferred stock, par value
$.01 per share. The rights were  distributed as a non-taxable  dividend and will
expire on November 21, 2015.  The rights are evidenced by the  underlying  Bexil
common stock, and no separate preferred stock purchase rights  certificates were
distributed.  The rights to acquire preferred stock will become exercisable only
if a person or group, other than certain exempt persons, acquires or commences a
tender  offer for 10% or more of  Bexil's  common  stock.  If a person or group,
other than certain exempt persons,  acquires or commences a tender offer for 10%
or more of Bexil's  common stock,  each holder of a right,  except the acquirer,
will be entitled,  subject to Bexil's right to redeem or exchange the right,  to
exercise,  at an exercise price of $67.50, the right for one one-thousandth of a
share of Bexil's  newly-created  Series A Participating  Preferred Stock, or the
number of shares of Bexil common  stock equal to the  holder's  number of rights
multiplied  by the  exercise  price and  divided by 50% of the  market  price of
Bexil's  common stock on the date of the  occurrence  of such an event.  Bexil's
Board of  Directors  may  terminate  the  rights  plan at any time or redeem the
rights, for $0.01 per right, at any time before a person acquires 10% or more of
Bexil's common stock.


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

Effective  with a Securities and Exchange  Commission  order on January 6, 2004,
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 began  reporting  its assets and  liabilities  on a historical  cost
basis. The Company effected the change as of January 1, 2004 because  management
deemed there to be no material change to in either fair value or historical cost
of its net  assets in the three  business  day  period  from  January 1, 2004 to
January 6, 2004. As a consequence,  the Company changed its method of accounting
for its fifty 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. For all other assets and  liabilities  fair
value  approximated cost at the time of  de-registration.  As such no additional
transition  adjustments were required.  This transition  resulted in a change in
accounting principle, as described in Note 2 the financial statements,  included
below in Item 7 of this Annual Report.

Critical Accounting Estimates

Impairment of 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,
2005.

                                      -8-
<PAGE>


2005 Compared to 2004

Total revenues of $308,432 in 2005 increased $144,689 or 88.4% compared to 2004.
Revenues from  consulting and other fees earned from York increased  $59,000 due
primarily to an increase in the consulting  arrangement to $150,000 per annum in
2005 from  $100,000 per annum in 2004.  Dividend and interest  income  increased
$85,689 or 168.9% due to larger  investable  cash  balances and rising yields on
our  money  market  fund  investments.  Investable  cash  balances  were  larger
primarily as a result of receiving  $12,670,691  in cash  dividends from York in
2005.

Total expenses of $2,352,262 in 2005 increased  $1,325,505 or 129.1% compared to
total  expenses of  $1,026,757  in 2004.  Compensation  and  benefits  increased
$742,350  or 121.6% in 2005  compared  to 2004.  The  increase  was due to bonus
payments totaling $815,625 paid to the Chief Executive Officer and the Executive
Chairman as a result of the Company having entered into an agreement to sell its
fifty percent interest in York (the "Proposed Sale").  This was partially offset
by a decrease of  approximately  $100,000  in base  salary  expense in 2005 from
2004.  Professional  expenses increased $571,615 or 252.0% in 2005. This was due
to an increase in audit and audit related expenses of approximately  $226,000 as
a  result  of  the  change  in  auditors  in  2005.  Legal  expenses   increased
approximately  $116,000 and other professional services increased  approximately
$208,000 arising from the Proposed Sale. The decrease in occupancy  expenses was
due to a decrease in  allocated  rent and  occupancy  expenses  for jointly used
office  space and  administrative  support  functions  from  affiliate  Winco of
$31,729.  Communications  expenses  increased  $42,008 or 74.7% due to  expenses
incurred from the Proposed Sale.

The Company  recognized an impairment loss of $325,000  related to an investment
in the  common  stock of a  non-public  entity in 2005.  A  valuation  committee
established  by the Company  determined  that the  decrease in fair value of the
investment was other than temporary based upon the financial  condition and near
term prospects of the underlying investee.

The  Company's  income  tax  benefit  decreased  $110,673  or  41.4% in 2005 due
primarily to a reduction in deferred tax assets.

The  Company's  equity in the  earnings of York  increased  $800,343 or 28.5% in
2005,  from  $2,812,088  in  2004  to  $3,612,431  in  2005.  This  increase  is
attributable to York's net income from 2004 to 2005.

Net income in 2005 was $1,400,222  compared to net income of $2,219,785 in 2004,
representing a 36.9%  decrease year to year.  Net income on a per-share  diluted
basis was  $1.59 in 2005,  compared  with  $2.52 in 2004,  representing  a 37.1%
decrease year to year.

Recent Accounting Pronouncements

In December 2004, FASB issued  Statement of Financial  Accounting  Standards No.
123 (Revised 2004),  "Share-Based Payment" ("SFAS 123R"). SFAS 123R requires all
share-based payments to employees, including grants of employee stock options to
be  measured  at fair  value.  In  addition,  SFAS 123R will cause  unrecognized
expense  (based  on the  amounts  in our pro forma  disclosure  in Note 4 to the
financial  statements)  related  to  options  vesting  after the date of initial
adoption to be recognized as a charge to operations  over the remaining  vesting
period.  Under SFAS 123R, we must determine the appropriate  fair value model to
used for valuing share-based payments,  the amortization method for compensation
cost  and  the  transition  method  to be  used at the  date  of  adoption.  The
transition  alternatives  include prospective and retroactive  adoption methods.
Under the  retroactive  method,  prior periods may be restated  either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options at the  beginning of the first  quarter of adoption of SFAS 123R,  while
the retroactive method would record compensation  expense for all unvested stock
options beginning with the first period stated. Management has adpoted SFAS 123R
effective January 1, 2006, using the prospective  method. As of January 1, 2006,
deferred  compensation  expense for all unvested stock options was approximately
$200,000. This amount will be amortized as a charge to income over the remaining
vesting periods.


         Liquidity and Capital Resources

Historically,  we have  had  adequate  liquidity  to  fund  our  operations.  In
management's  opinion, we should be able to generate adequate amounts of cash to
meet our  anticipated  obligations.  During the year ended  December  31,  2005,
working  capital  increased  $9,900,633  due primarily  from the cash  dividends
received from York.

                                      -9-
<PAGE>


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

<TABLE>
<CAPTION>

                                                                 December 31,
                                                                 ------------
<S>                                                     <C>                  <C>
                                                       2005                2004
       Working Capital                             $13,303,292          $ 3,402,659
       Total Assets                                $17,798,976          $15,114,564
       Long-Term Debt                              $         -          $         -
       Shareholders' Equity                        $17,007,457          $14,870,744

</TABLE>

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

                                      -10-
<PAGE>

<TABLE>
<CAPTION>


<S>                                                                                                                  <C>
Item 7.           Financial Statements

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

BEXIL CORPORATION                                                                                                   Page

Report of Independent Registered Public Accounting Firm                                                              12

Balance Sheet at December 31, 2005                                                                                   13

Statements of Income for the Years Ended December 31, 2005 and 2004                                                  14

Statements of Changes in Shareholders' Equity
   for the Years Ended December 31, 2005 and 2004                                                                    15

Statements of Cash Flows for the Years Ended December 31, 2005 and 2004                                              16

Notes to Financial Statements                                                                                        17


YORK INSURANCE SERVICES GROUP, INC.

Independent Auditors' Report                                                                                         26

Consolidated Financial Statements for the Years Ended
   December 31, 2005 and 2004:

Balance Sheets                                                                                                       27

Statements of Income                                                                                                 28

Statements of Stockholders' Equity                                                                                   29

Statements of Cash Flows                                                                                             30

Notes to Financial Statements                                                                                        31
</TABLE>

                                      -11-
<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, 2005, and the related statements of income,  shareholders'  equity,
and cash flows for the years ended December 31, 2005 and 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 audits.

We conducted our audits 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  audits  provide  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, 2005,  and the
results of its  operations  and its cash flows for the years ended  December 31,
2005 and 2004 in conformity with accounting principles generally accepted in the
United States of America.


/s/DELOITTE & TOUCHE LLP
March 30, 2006
Parsippany, NJ

                                      -12-
<PAGE>


BEXIL CORPORATION

BALANCE SHEET

<TABLE>
<CAPTION>

<S>                                                                                                 <C>
December 31, 2005

ASSETS

Current assets:
    Cash and cash equivalents                                                                  $ 14,088,835
    Receivables                                                                                    $ 10,334
                                                                                                   --------

      Total current assets                                                                       14,099,169
                                                                                                 ----------

Fifty percent interest in unconsolidated affiliate (Note 8)                                       1,865,226
Deferred taxes                                                                                    1,102,448
                                                                                                  ---------
                                                                                                  2,967,674
                                                                                                  ---------
      Total assets                                                                             $ 17,066,843
                                                                                               ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                                         $ 567,759
    Income taxes                                                                                    228,118
                                                                                                    -------
      Total current liabilities                                                                     795,877
                                                                                                    -------

Commitments and contingencies (Note 9)                                                                    -

Shareholders' equity
    Common stock, $0.01 par value, 9,900,000 shares authorized;
      879,592 shares issued and outstanding                                                           8,796
    Additional paid-in capital                                                                   12,642,163
    Series A participating preferred stock, $0.01 par value, 100,000
      shares authorized, -0- shares issued and outstanding                                                -
    Retained earnings                                                                             3,620,007
                                                                                                  ---------
      Total shareholders' equity                                                                 16,270,966
                                                                                                 ----------
      Total liabilities and shareholders' equity                                               $ 17,066,843
                                                                                               ============

</TABLE>

See notes to the financial statements.

                                      -13-
<PAGE>



BEXIL CORPORATION

STATEMENTS OF INCOME

Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                         <C>                     <C>
                                                                                            2005                   2004
                                                                                       ----------------      ---------------

Revenues
    Consulting and other                                                                      $ 172,000            $ 113,000
    Dividends and interest                                                                      136,432               50,743
                                                                                       ----------------      ---------------

                                                                                                308,432              163,743
                                                                                       ----------------      ---------------

Expenses
    Employee compensation and benefits                                                        1,352,639              610,289
    Professional                                                                                798,460              226,845
    Occupancy                                                                                   102,896              133,364
    Communicaitons                                                                               98,267               56,259
                                                                                       -----------------     ---------------

                                                                                              2,352,262            1,026,757
                                                                                       -----------------     ---------------

Realized gain (loss) on investments                                                            (325,000)               3,417
                                                                                       -----------------     ---------------

Loss before income taxes and equity in earnings of
    York Insurance Services Group, Inc.                                                      (2,368,830)            (859,597)

Income tax benefit                                                                             (156,621)            (267,294)

Equity in earnings of York Insurance Services Group, Inc.                                     3,612,431            2,812,088
                                                                                       -----------------     ---------------

Net income                                                                                   $1,400,222           $2,219,785
                                                                                       =================     ===============

Per share net income:

    Basic                                                                                        $ 1.59               $ 2.52
    Diluted                                                                                      $ 1.59               $ 2.52

Average shares outstanding:
    Basic                                                                                       879,592              879,591
    Diluted                                                                                     882,521              879,591

See notes to the financial statements.
</TABLE>

                                      -14-
<PAGE>


BEXIL CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                              Common Stock
<S>                                                        <C>             <C>        <C>                  <C>            <C>
                                                                                       Additional                        Total
                                                Net Assets                              Paid-In          Retained     Shareholders'
                                             (Predecessor Basis) Shares    Par Value    Capital          Earnings        Equity

Balance, December 31, 2003                     $ 15,148,086     879,592     $    -   $       -          $        -      $          -

Adjustment from predecessor basis (Note 2)
    Allocated balance as of January 1, 2004     (15,148,086)          -      8,796     9,437,231         5,702,059       15,148,086
    Transitional adjustment                               -           -          -    (2,497,127)                -       (2,497,127)
    Retained earnings                                     -           -          -     5,702,059        (5,702,059)               -
Net income                                                -           -          -             -         2,219,785        2,219,785
                                                 ----------  ----------  ----------   ----------        -----------      -----------

Balance, December 31, 2004                                -     879,592      8,796    12,642,163         2,219,785       14,870,744

Net income                                                -           -          -             -         1,400,222        1,400,222
                                                 ----------  ----------  ----------   ----------        -----------      -----------

Balance, December 31, 2005                              $ -     879,592     $8,796   $12,642,163        $3,620,007      $16,270,966
                                                 ==========  ==========  ==========   ===========       ===========      ===========

</TABLE>


See notes to the financial statements.

                                      -15-
<PAGE>


BEXIL CORPORATION

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                               <C>                <C>
                                                                                                  2005               2004
                                                                                            ----------------   ----------------
Cash flows from operating activities

    Net income                                                                                  $ 1,400,222        $ 2,219,785

    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities
        Equity in earnings of York Insurance Services Group, Inc.                                (3,612,431)        (3,020,550)
        Dividends from York Insurance Services Group, Inc.                                       11,535,917                  -
        Realized loss (gain) on investments                                                         325,000             (3,417)
        Increase in deferred taxes                                                                 (884,455)           (95,006)
    (Increase) decrease in receivables                                                               (8,729)             4,282
    Increase in income taxes payable                                                                252,115             21,171
    Increase (decrease) in other liabilities                                                        345,111            (22,950)
                                                                                            ----------------   ----------------

      Net cash provided by (used in) operating activities                                         9,352,750           (896,685)
                                                                                            ----------------   ----------------

Cash flows from investing activities

Maturity of investment                                                                            5,000,000          4,300,000
Purchase of investment                                                                           (5,000,000)            (1,605)
Dividend return of investment from York Insurance Services Group, Inc.                            1,134,774                  -
                                                                                            ----------------   ----------------

      Net cash provided by investing activities                                                   1,134,774          4,298,395
                                                                                            ----------------   ----------------

      Net increase in cash and cash equivalents                                                  10,487,524          3,401,710

Cash and cash equivalents
    Beginning of year                                                                             3,601,311            199,601
                                                                                            ----------------   ----------------

    End of year                                                                                $ 14,088,835        $ 3,601,311
                                                                                            ================   ================

Supplemental disclosure:
    Income taxes paid                                                                             $ 475,719           $ 62,250

</TABLE>

See notes to the financial statements.

                                      -16-
<PAGE>


BEXIL CORPORATION

NOTES TO FINANCIAL STATEMENTS

Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of  Business  and  Organization  Bexil  Corporation  (the  "Company"),  a
Maryland corporation,  is a holding company. We have 11 employees. The Company's
primary  holding is a fifty percent  interest in privately  held York  Insurance
Services Group, Inc.  ("York").  Our fifty percent interest in York is accounted
for using the  equity  method,  and  therefore  our  financial  results  are not
consolidated with York's.

The Company was  incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified  closed-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series  of  shares  of  Bull & Bear  Funds  II,  Inc.,  an  open-end  management
investment  company,  transferred  its net assets to the Company in exchange for
shares of the  Company.  The Company  changed its name to Bexil  Corporation  in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its  registration  as an investment  company
registered under the 1940 Act.

On January 6, 2004,  the  Company's  application  with the SEC to terminate  its
registration as an investment  company was granted.  As a result, the Company is
subject to the reporting and other  requirements of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act.  The  Company's  shares  are  listed on the  American  Stock
Exchange.

The information  furnished in this report reflects all adjustments which are, in
the opinion of  management,  necessary to a fair statement of the results of the
period.

York Insurance Services Group, Inc. - Business

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

Basis of Presentation
The  Company's  fifty  percent  interest in York is  accounted  using the equity
method and,  therefore,  our financial results are not consolidated with York's.
As fully described in Note 2 to the financial  statements,  effective January 1,
2004,  the  Company  changed  its  method of  accounting  for its fifty  percent
interest in York from the fair value method to the equity method.  Certain prior
year   balances  have  been   reclassified   to  conform  to  the  current  year
presentation.  Such  reclassifications did not affect total revenues,  operating
income or net income.

                                      -17-
<PAGE>


Cash and Cash Equivalents
Investments  in  money  market  funds  and  short-term   investments  and  other
marketable  securities  maturing  in 90 days or less are  considered  to be cash
equivalents. At December 31, 2005, the Company held approximately $13,800,000 in
a money market fund.

Investment in Unconsolidated Affiliate
Our fifty percent interest in York is accounted for using the equity method, and
therefore, our financial results are not consolidated with York's. See Note 2 to
the financial  statements for a description of the transitional  adjustment that
occurred during the first quarter of 2004.

Other Investments
The  Company  carries  its  investments  in  securities  other  than  marketable
securities  maturing  in 90 days or less at the lower of cost or  estimated  net
realizable value.

Income Taxes
The Company's  method of accounting  for income taxes  conforms to the Financial
Accounting   Standards  Board  ("FASB")'s   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.

Reporting Segment
The Company's  operations are organized around insurance services and classified
into one group:  insurance services.  The chief operating decision maker reviews
and considers the reports of York and York's  consolidated  subsidiaries  as the
key decision making information.

Earnings  Per Share
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period.  Diluted earnings per share is computed by
applying the treasury  stock method where the weighted  average number of common
shares  outstanding  is  adjusted  for  the  incremental  shares  attributed  to
potentially  dilutive securities  including  outstanding  exercisable options to
purchase  common stock  during the period.  The  following  table sets forth the
computation of basic and diluted earnings per share:

                                      -18-
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                               <C>                    <C>

                                                                                                  2005                  2004
                                                                                           -------------------   -------------------
Numerator for basic and diluted earnings per share:
Net income                                                                                         $1,400,222            $2,219,785
                                                                                           ===================   ===================

Denominator for basic earnings per share:
Weighted-average shares                                                                               879,592               879,591
Effect of dilutive securities:
Employee stock options                                                                                  2,929                     -
                                                                                           -------------------   -------------------

Denominator for diluted earnings per share:
Adjusted weighted average shares and assumed conversion                                               882,521               879,591
                                                                                           ===================   ===================


Per share net income:
Basic                                                                                                  $ 1.59                $ 2.52
Diluted                                                                                                $ 1.59                $ 2.52

</TABLE>


Dilutive  securities  consisting  of stock options were excluded if their effect
was anti-dilutive.  There were options to purchase 121,000 and 143,000 shares of
common stock for the years ended December 31, 2005 and 2004, respectively,  that
were excluded from earnings per share because their effect was anti-dilutive.

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
equity method goodwill,  investment  impairment and expenses allocation.  Actual
results may differ from those estimates.

Recent Accounting Pronouncements

In December 2004, FASB issued  Statement of Financial  Accounting  Standards No.
123 (Revised 2004),  "Share-Based Payment" ("SFAS 123R"). SFAS 123R requires all
share-based payments to employees, including grants of employee stock options to
be  measured  at fair  value.  In  addition,  SFAS 123R will cause  unrecognized
expense  (based  on the  amounts  in our pro forma  disclosure  in Note 4 to the
financial  statements)  related  to  options  vesting  after the date of initial
adoption to be recognized as a charge to operations  over the remaining  vesting
period.  Under SFAS 123R, we must determine the appropriate  fair value model to
used for valuing share-based payments,  the amortization method for compensation
cost  and  the  transition  method  to be  used at the  date  of  adoption.  The
transition  alternatives  include prospective and retroactive  adoption methods.
Under the  retroactive  method,  prior periods may be restated  either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options at the  beginning of the first  quarter of adoption of SFAS 123R,  while
the retroactive method would record compensation  expense for all unvested stock
options beginning with the first period stated. Management has adpoted SFAS 123R
effective January 1, 2006, using the prospective  method. As of January 1, 2006,
deferred  compensation  expense for all unvested stock options was approximately
$200,000. This amount will be amortized as a charge to income over the remaining
vesting periods.

2. CHANGE IN ACCOUNTING PRINCIPLE

Effective  with an SEC order on  January 6, 2004,  the  Company  ceased to be an
investment  company  pursuant to Section  8(f) of the 1940 Act. As a  registered
investment company, the Company recorded its net assets at fair value (or market
value).  Upon  de-registration,  the  Company  began  reporting  its  assets and
liabilities on a historical  cost basis.  The Company  effected 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, 2004 to January 6, 2004.

                                      -19-
<PAGE>

As  a  consequence  of  de-registration,  the  Company  changed  its  method  of
accounting for its fifty 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.  For all  other  assets  and
liabilities,   fair  value  approximated  cost  and  no  additional   transition
adjustment was required.

The  effect of the  change in  accounting  principle  resulted  in a  cumulative
transition 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 principle:
    Investment in York
      Equity at January 1, 2004                                                                         6,402,936
      Goodwill at January 1, 2004                                                                       1,500,000
      Fair value at December 31, 2003                                                                 (15,695,280)
                                                                                              --------------------

Net change for the accounting principle                                                                (7,792,344)

Deferred tax charge related to fair value accounting                                                    5,712,876
Deferred tax charge related to equity method accounting for York                                         (441,265)
Other investments                                                                                          23,605
                                                                                              --------------------

Transitional adjustment from fair value under predecessor basis                                        (2,497,128)
                                                                                              --------------------

Cumulative transitional adjustment                                                                    $ 3,204,932
                                                                                             ====================
</TABLE>



3. OTHER INVESTMENTS

The Company  recognized  an  impairment  loss of  $325,000  and $0 related to an
investment  in the  common  stock of a  non-public  entity  for the years  ended
December 31, 2005 and 2004,  respectively.  A valuation committee established by
the Company  determined  that the decrease in fair value of the  investment  was
other than temporary based upon the financial  condition and near term prospects
of the underlying investee.

4. STOCK OPTIONS

On March 25, 2004, the Company's  shareholders approved the adoption of the 2004
Incentive  Compensation  Plan  ("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  affiliates.  The option price per share may
not be less  than  the fair  value of such  shares  on the  date the  option  is
granted,  and the maximum term of an option may not exceed 5 years.  The vesting
period is three years of service.

The  Company  applies  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
"Accounting  for Stock  Issued to  Employees"  and  related  interpretations  in
accounting for its stock option plan. Accordingly, no compensation cost has been
recognized for its stock option plan.  Disclosure of pro forma compensation cost
for  the  Company's  plan is  required  by  Statement  of  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.

                                      -20-
<PAGE>


The  following  table  presents the Company's pro forma net income for the years
ended  December 31, 2005 and 2004,  respectively,  assuming the Company had used
the fair value method (SFAS 123) to recognize  compensation expense with respect
to options:

<TABLE>
<CAPTION>

                                                                                            Year Ended December 31,
                                                                                         2005                     2004
<S>                                                                                       <C>                      <C>

Net income - as reported                                                              $ 1,400,222            $ 2,219,785

Less total employee stock option expense determined
under fair value method, net of related tax effects                                      (103,981)              (580,665)
                                                                                         ---------              ---------

Pro forma net income                                                                  $ 1,296,241            $ 1,639,120
                                                                                      ===========            ===========

Earnings per share - Basic:
As reported                                                                                $ 1.59                 $ 2.52
Pro forma                                                                                  $ 1.47                 $ 1.86

Earnings per share - Diluted:
As reported                                                                                $ 1.59                 $ 2.52
Pro forma                                                                                  $ 1.47                 $ 1.86

Shares - Basic                                                                            879,592                879,591
Shares - Diluted                                                                          882,521                879,591
</TABLE>

The fair value of options  granted were estimated at the date of grant using the
Black-Scholes   option-pricing   model  with  the  following   weighted  average
assumptions:

<TABLE>
<CAPTION>

                                                                                  Year Ended December 31,
<S>                                                                               <C>                 <C>
                                                                                  2005                2004

Expected life (in years)                                                           5                   3
Risk-free interest rate                                                       4.11 - 4.49%            2.7%
Expected volatility                                                             49 - 51%              48%
Dividend yield                                                                     -                   -
</TABLE>

The following table summarizes information about stock options outstanding:

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

                                                                       Shares Under           Weighted Average
                                                                          Option               Exercise Price
----------------------------------------------------------------  -----------------------  -----------------------

Balance, December 31, 2003                                                             -                  $     -

Granted                                                                          147,500                  $ 21.47
Forfeited                                                                         (4,500)                 $ 21.59
                                                                  -----------------------

Balance, December 31, 2004                                                       143,000                  $ 21.47

Granted                                                                            8,000                  $ 21.19
Forfeited                                                                         (7,000)                 $ 21.59
                                                                  -----------------------

Balance, December 31, 2005                                                       144,000                  $ 21.45
                                                                  =======================
</TABLE>

                                      -21-
<PAGE>

The following table summarized  information  about stock options  outstanding at
December 31, 2005:
<TABLE>
<CAPTION>

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

 $ 16.30 - $ 19.50                    28,000        3.98                $ 17.54                 21,000               $ 16.37
 $ 21.59 - $ 24.00                   116,000        3.36                $ 22.51                 78,214               $ 22.13
                     -----------------------                     ----------------------        -------

                                     144,000        3.41                $ 21.45                 99,214               $ 20.91
                     =======================                     ======================        =======
</TABLE>

5. 401(k) PLAN

The Company  participates in a 401(k)  retirement plan for  substantially all of
its  qualified  employees.  The plan is  sponsored  by  affiliate  Winmill & Co.
Incorporated. Contributions to this plan are based upon a percentage of salaries
of eligible  employees and are accrued and funded on a current basis. Total plan
expense for the years ended  December 31, 2005 and 2004 was $19,668 and $13,337,
respectively.

6. INCOME TAXES

The income tax provision (benefit) is comprised of the following:
<TABLE>
<CAPTION>
<S>                                                                     <C>                      <C>

                                                                        2005                    2004
                                                                --------------------    --------------------

Current provision:
    Federal                                                              $        -               $       -
    State and local                                                         727,834                  36,175
                                                                --------------------    --------------------

      Total current provision                                               727,834                  36,175
                                                                --------------------    --------------------

Deferred provision (benefit):
    Net operating loss                                                     (234,729)               (303,469)
    Equity in earnings of York                                             (649,726)                      -
                                                                --------------------    --------------------

      Total deferred provision (benefit)                                   (884,455)               (303,469)
                                                                --------------------    --------------------

Total provision (benefit) for income taxes                               $ (156,621)             $ (267,294)
                                                                ====================    ====================
</TABLE>



At December 31, 2005, deferred taxes were $1,102,448  comprised of net operating
and capital loss carryforwards.

At December 31, 2005, the net operating loss  carryforwards of $2,363,925 expire
as follows:  $658,200 in 2022,  $572,400 in 2023, $895,800 in 2024, and $237,525
in 2025.

Except for as noted below,  there was no difference in 2005 and 2004 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.

                                      -22-
<PAGE>



7. RELATED PARTIES

Certain  officers of the  Company  also serve as officers  and/or  directors  of
Winmill & Co. Incorporated  ("Winco"),  Tuxis Corporation  ("Tuxis"),  and their
affiliates  (collectively with Bexil, the  "Affiliates").  At December 31, 2005,
Winco's wholly owned  subsidiary,  Investor Service Center,  Inc., owned 222,644
shares of the Company and 224,665 shares of Tuxis, or 25% and 23%, respectively,
of  the  outstanding  common  stock.  Winco's  wholly  owned  subsidiary,  Midas
Management  Corporation  ("MMC"),  acts as "master"  payer of  compensation  and
benefits of Affiliate employees. At December 31, 2005, the Company had a payable
to MMC for compensation and benefit expenses of $1,951.

Rent  expense of jointly  used  office  space and  overhead  expense for various
jointly  used  administrative  and  support  functions  incurred  by  Winco  are
allocated to the Company and the  Affiliates.  At December 31, 2005, the Company
had a  receivable  from Winco  related to these  costs of  $7,729.  The  Company
incurred allocated rent and overhead costs of $92,271 and $124,000 for the years
ended December 31, 2005 and 2004, respectively.

The Company  earned  fees of  $172,000  and  $113,000  from York for  consulting
services  and for  service  on York's  board of  directors  for the years  ended
December 31, 2005 and 2004, respectively.  At December 31, 2005, the Company had
a $1,000 receivable for directors fee.

On December 22, 2005,  the Company  entered  into an expense  sharing  agreement
among York and the other fifty  percent  stockholder  of York for  interest  and
other  expenses  related  to a bank loan  obtained  by and for use by York.  The
expense sharing agreement has a limited duration of approximately six months and
will end on June 30, 2006. The loan is for $15,000,000 bearing interest at LIBOR
plus 1.5%. Under the expense sharing  agreement the Company will bear 50% of the
interest  expense.  The Company will also bear  two-thirds  of other agreed upon
expenses up to a maximum in total of approximately  $197,000. As of December 31,
2005, the Company has incurred expenses of approximately $116,000 related to the
expense sharing agreement.

8. INVESTMENT IN UNCONSOLIDATED AFFILIATE

<TABLE>
<CAPTION>


Summarized condensed financial information for York is as follows:
                                                                                            Year ended December 31,
York Insurance Services Group, Inc.                                                        2005                  2004
<S>                                                                                         <C>                   <C>

Revenues                                                                               $ 75,241,609          $ 71,512,418

Expenses                                                                                 63,186,888            60,952,590

Net income                                                                                7,224,861             6,041,101

Working capital                                                                           8,727,146            14,169,125

Total assets                                                                             30,444,192            35,481,110

Long term debt                                                                           13,834,609             1,209,949

Shareholder's equity                                                                        730,452            18,846,973

</TABLE>


York is a fifty  percent  owned  unconsolidated  affiliate  accounted for by the
equity method.  The Company's cost of its fifty percent interest in York exceeds
the underlying equity in net assets as follows during 2005.

                                      -23-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                          <C>

Equity in net assets of York                                                                $ 365,226
Goodwill                                                                                    1,500,000
                                                                                     -----------------

    Carrying value                                                                        $ 1,865,226
                                                                                     =================
</TABLE>

The carrying value of the Company's investment in York of $1,865,226 at December
31,  2005 is  reviewed by the Company  for  impairment  in  accordance  with APB
Opinion No. 18, "The  Equity  Method of  Accounting  for  Investments  in Common
Stock."

The equity method good will of $1,500,000 is not amortized.  The Company reviews
the  goodwill  balance  for  impairment  and  considers  changes  in  events  or
circumstances  that would impair the valuation.  The Company  believes their has
been no impairment of goodwill as of December 31, 2005.

9. CONTINGENCIES

At December 31, 2005 there were no contingent  obligations  or events  occurring
that could  reasonably  be  expected  to have a material  adverse  impact on the
Company's financial statements.

10. CAPITAL STOCK

On November 10, 2005, the Board of Directors  authorized the reclassification of
100,000  unissued  shares  of  common  stock  of the  Company  (from  among  the
10,000,000  shares of common  stock,  $0.01 par value,  of the Company which are
authorized)  into 100,000 shares of Series A Participating  Preferred Stock, par
value $0.01 per share, of the Company.

11. STOCKHOLDER RIGHTS PLAN

The Board of Directors has adopted a  stockholder  rights plan. To implement the
rights plan,  the Board of  Directors  declared a dividend  distribution  of one
right for each  outstanding  share of Bexil  common  stock,  par value  $.01 per
share,  to  holders  of  record of the  shares  of common  stock at the close of
business on November 21, 2005.  Each right  entitles  the  registered  holder to
purchase from Bexil one  one-thousandth of a share of preferred stock, par value
$.01 per share. The rights were  distributed as a non-taxable  dividend and will
expire on November 21, 2015.  The rights are evidenced by the  underlying  Bexil
common stock, and no separate preferred stock purchase rights  certificates were
distributed.  The rights to acquire preferred stock will become exercisable only
if a person or group, other than certain exempt persons, acquires or commences a
tender  offer for 10% or more of  Bexil's  common  stock.  If a person or group,
other than certain exempt persons,  acquires or commences a tender offer for 10%
or more of Bexil's  common stock,  each holder of a right,  except the acquirer,
will be entitled,  subject to Bexil's right to redeem or exchange the right,  to
exercise,  at an exercise price of $67.50, the right for one one-thousandth of a
share of Bexil's  newly-created  Series A Participating  Preferred Stock, or the
number of shares of Bexil common  stock equal to the  holder's  number of rights
multiplied  by the  exercise  price and  divided by 50% of the  market  price of
Bexil's  common stock on the date of the  occurrence  of such an event.  Bexil's
Board of  Directors  may  terminate  the  rights  plan at any time or redeem the
rights, for $0.01 per right, at any time before a person acquires 10% or more of
Bexil's common stock.

12. SALE OF YORK

On December 23, 2005, the Company  entered into an agreement for the sale ("Sale
Agreement") of its fifty percent interest in York to York Insurance Acquisition,
Inc.  ("York  Buyer"),  a newly formed entity  controlled by Odyssey  Investment
Partners,  LLC  ("Odyssey") and certain other  investors for  approximately  $39
million in cash. A special committee of independent directors,  having evaluated
the  fairness  of the  transaction,  and the Board of  Directors  of Bexil  have
approved the transaction,  which is subject to the approval of the holders of at
least 50% of Bexil's  outstanding common stock.  Holders of approximately 32% of
Bexil's  stock have  entered into an agreement in which they have agreed to vote
their  shares in favor of the sale and against any action that would  reasonably
be expected to prevent the  transactions  contemplated by the sale. On March 27,
2006,  proxy material was mailed to stockholders  seeking  approval at a special
meeting  of  stockholders  scheduled  for  April  27,  2006.  Completion  of the
transaction  is also  subject to the  consummation  of an agreement by the other
fifty percent owner of York, Thomas C. MacArthur, to sell a portion and rollover
a portion of his shares to York Buyer, and other conditions to closing.

                                      -24-
<PAGE>

If the sale does not receive  shareholder  approval the Sale  Agreement  will be
terminated.  The Sale  Agreement  obligates  the  Company  to pay York Buyer its
reasonable  out-of-pocket  expenses (including without limitation,  all fees and
expenses of counsel,  accountants,  investment bankers, experts, and consultants
to York  Buyer and its  affiliates)  incurred  by York Buyer or on its behalf in
connection  with or  related  to the  authorization,  preparation,  negotiation,
execution and  performance  of the Sale Agreement and the agreement by the other
fifty percent owner of York up to a maximum of $1,750,000 if the Sale  Agreement
is terminated for certain reasons,  including if the sale of the Company's fifty
percent interest in York is not approved by the stockholders of the Company.

                                      -25-
<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,  2005  and  2004,  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, 2005 and 2004, 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 2005 and 2004,  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.

                                      -26-

DELOITTE & TOUCHE LLP
March 28, 2006
Parsippany, NJ

<PAGE>


YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                                 <C>                 <C>
ASSETS                                                                                             2005              2004

CURRENT ASSETS:
  Cash and cash equivalents                                                                   $  1,614,105      $ 5,106,919
  Accounts receivable, less allowance for doubtful accounts of $840,000 and 553,000             15,890,855       11,742,609
  Unbilled revenue                                                                               1,982,282        8,714,865
  Deferred income taxes                                                                          1,839,712        1,425,306
  Prepaid expenses and other current assets                                                      1,145,578          930,043
                                                                                                 ---------          -------
                                                                                                                          -
           Total current assets                                                                 22,472,532       27,919,742
                                                                                                ----------       ----------
                                                                                                                          -
PROPERTY AND PLANT
  Furniture, fixtures and equipment Net                                                          4,418,308        4,072,397
                                                                                                                          -
OTHER ASSETS:
  Other intangible assets Net                                                                     2,000,000        2,250,000
  Goodwill                                                                                        1,050,294        1,050,294
  Other                                                                                             503,058          188,677
                                                                                                    -------          -------
                                                                                                                           -
           Total other assets                                                                     3,553,352        3,488,971
                                                                                                  ---------        ---------
                                                                                                                           -
TOTAL                                                                                          $ 30,444,192     $ 35,481,110
                                                                                               ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                             $    834,038     $  2,215,555
  Accrued payroll expenses                                                                        1,857,896        1,614,685
  Accrued expenses                                                                                  742,683          795,784
  Accrued sub-contractors' fees                                                                           -        3,151,990
  Taxes payable                                                                                   1,125,488          719,460
  Current portion of deferred income                                                              6,205,693        4,553,345
  Current portion of note payable                                                                 2,586,207          345,386
  Current portion of capital lease obligation                                                       261,011          244,001
  Other current liabilities                                                                         132,370          110,411
                                                                                                    -------          -------
                                                                                                                           -
           Total current liabilities                                                             13,745,386       13,750,617
                                                                                                 ----------       ----------
                                                                                                                           -
NONCURRENT LIABILITIES:
  Deferred income                                                                                   344,614          505,927
  Notes payable                                                                                  13,834,609        1,209,949
  Capital lease obligation                                                                          292,176          416,129
  Deferred income taxes                                                                             498,249           26,588
  Other                                                                                             641,594          363,280
                                                                                                    -------          -------
                                                                                                                           -
           Total noncurrent liabilities                                                          15,611,242        2,521,873
                                                                                                 ----------        ---------

MINORITY INTEREST                                                                                   357,112          361,647
                                                                                                    -------          -------

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 (deficit)/earnings                                                                    (2,269,548)      15,846,973
                                                                                                 ----------       ----------
                                                                                                                           -
           Total stockholders' equity                                                               730,452       18,846,973
                                                                                                    -------       ----------
                                                                                                                           -
TOTAL                                                                                          $ 30,444,192     $ 35,481,110
                                                                                               ============     ============
</TABLE>

See notes to consolidated financial statements.

                                      -27-
<PAGE>

YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                                <C>                  <C>
                                                                                                   2005                2004

REVENUE                                                                                        $ 75,241,609       $ 71,512,418

OPERATING EXPENSES                                                                               63,186,888         60,952,590
                                                                                                 ----------         ----------

INCOME FROM OPERATIONS                                                                           12,054,721         10,559,828
                                                                                                 ----------         ----------

OTHER INCOME AND DEDUCTIONS:
  Investment income                                                                                  63,849             38,136
  Interest expense                                                                                 (148,962)          (155,689)
                                                                                                   --------           --------


                                                                                                    (85,113)          (117,553)
                                                                                                    -------           --------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                                                 11,969,608         10,442,275
                                                                                                 ----------         ----------

PROVISION FOR INCOME TAXES                                                                       (4,364,112)        (4,208,239)

MINORITY INTEREST IN USTM INCOME                                                                   (380,635)          (192,935)
                                                                                                   --------           --------

NET INCOME                                                                                      $ 7,224,861        $ 6,041,101
                                                                                                ===========        ===========

See notes to consolidated to financial statements.

</TABLE>

                                      -28-
<PAGE>

YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

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

                                                                                                 2005                 2004

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 (DEFICIT)/EARNINGS:
  Balance- Beginning of year                                                                15,846,973            9,805,872
  Net income                                                                                 7,224,861            6,041,101
  Corporate distributions                                                                  (25,341,382)                   -
                                                                                           -----------           -----------
  Balance-End of year                                                                       (2,269,548)          15,846,973
                                                                                            ----------           ----------

TOTAL STOCKHOLDERS' EQUITY -End of year                                                    $   730,452         $ 18,846,973
                                                                                           ===========         ============


See notes to consolidated financial statements.

</TABLE>

                                      -29-
<PAGE>

YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                             <C>                        <C>

                                                                                               2005                       2004
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                               $ 7,224,861               $ 6,041,101
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation and amortization                                                            1,596,623                 1,429,752
    Bad debt expense                                                                           306,296                   154,740
    Loss on disposition of fixed assets                                                         50,960                     1,004
    Changes in:
      Accounts receivable                                                                   (4,454,542)               (4,129,237)
      Unbilled revenues                                                                      6,732,583                (7,002,628)
      Minority interest                                                                        380,635                   192,935
      Deferred income taxes                                                                     57,255                  (915,143)
      Prepaid expenses and other current assets                                               (215,535)                 (370,080)
      Other noncurrent assets                                                                 (314,381)                  (22,379)
      Accounts payable                                                                      (1,381,517)                1,735,265
      Accrued payroll expenses                                                                 243,211                 1,115,344
      Accrued expenses                                                                         (53,101)                  446,414
      Accrued sub-contractors' fees                                                         (3,151,990)                3,151,990
      Taxes payable                                                                            406,028                 1,149,399
      Deferred income                                                                        1,491,035                 1,801,731
      Other payables                                                                           300,272                    80,943
                                                                                               -------                    ------

           Net cash provided by operating activities                                         9,218,693                 4,861,151
                                                                                             ---------                 ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                                                (1,591,939)               (1,355,656)
  Net proceeds from sale of fixed assets                                                         2,959                     1,550
                                                                                                 -----                     -----
           Net cash used in investing activities                                            (1,588,980)               (1,354,106)
                                                                                            ----------                ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Corporate distributions                                                                  (25,341,382)                        -
  Repayment of notes payable                                                                14,865,481                  (811,679)
  Repayment of capital lease obligations                                                      (261,456)                 (193,847)
  Partnership distributions                                                                   (385,170)                 (100,001)
                                                                                              --------                  --------
           Net cash used in financing activities                                           (11,122,527)               (1,105,527)
                                                                                           -----------                ----------

NET INCREASE / (DECREASE) IN CASH                                                           (3,492,814)                2,401,518
CASH AND CASH EQUIVALENTS-Beginning of year                                                  5,106,919                 2,705,401
                                                                                             ---------                 ---------

CASH AND CASH EQUIVALENTS-End of year                                                     $  1,614,105              $  5,106,919
                                                                                          ============              ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid-income taxes                                                                  $  3,714,140               $ 4,011,427
                                                                                          ============               ===========

  Cash paid-interest                                                                        $  142,392               $   155,689
                                                                                            ==========               ===========

See notes to consolidated financial statements.

</TABLE>

                                      -30-
<PAGE>

YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------


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.

Deferred Income Taxes- The deferred  income tax assets and liabilities  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.

                                      -31-
<PAGE>

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:

                                                               Estimated
Classification                                                Useful Lives

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- The Company  accounts  for goodwill and
other  intangible  assets in  accordance  with SFAS No. 142,  Goodwill and Other
Intangible  Assets,  which  states  that  goodwill  and  intangible  assets with
indefinite  useful  lives  should  not be  amortized,  but  instead  tested  for
impairment  at least  annually at the  reporting  unit level.  If an  impairment
exists,  a writedown to fair value (normally  measured by discounting  estimated
future cash flows) is recorded.

Intangible  assets with finite lives are  amortized on the  straight-line  basis
over their estimated  useful lives and are reviewed for impairment in accordance
with SFAS No. 144,  Accounting for Impairment or Disposal of Long-Lived  Assets.
Long-lived  assets are reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized for the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.

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,
2005 and 2004.

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.

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

                                      -32-
<PAGE>

3.       CORPORATE DISTRIBUTIONS

The Company declared and paid corporate  distributions of $25,341,382 and $0, to
the  shareholders  of record for the years  ended  December  31,  2005 and 2004,
respectively.

4.       PROPERTY & PLANT

The carrying value of depreciable assets as of December 31, 2005 is as follows:

<TABLE>
<CAPTION>

                                                                                Accumulated         Carrying
Classification                                                     Cost         Depreciation          Value
<S>                                                                <C>             <C>                <C>
Furniture, fixtures and equipment                               $3,018,462      $1,094,254       $1,924,208
Computer hardware and software                                   2,138,273       1,221,818          916,455
Automobiles                                                      -                       -                 -
Leasehold improvements                                             738,215         291,093          447,122
Systems development                                              2,272,509       1,141,986        1,130,523

Total                                                           $8,167,459      $3,749,151       $4,418,308
</TABLE>

During 2005 depreciation expense was $1,346,623.

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

                                                                                 Accumulated        Carrying
Classification                                                    Cost          Depreciation          Value

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.


                                      -33-
<PAGE>

5.    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, 2005 and 2004.

Other intangible assets consist of the following at December 31, 2005:

<TABLE>
<CAPTION>

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

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

Unamortized intangible assets:
   Trademarks and trade names                                    $ 500,000       $        -        $  500,000
                                                                 =========       ==========        ==========
</TABLE>

                                      -34-
<PAGE>

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

The estimated amortization expense for the years ending December 31, 2006, 2007,
2008, 2009 and 2010 is $250,000 each year.

6.    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 $3,316,425 in 2005 and $2,702,028 in 2004.

Future minimum lease payments for operating leases that have initial or
remaining noncancelable terms in excess of one year as of December 31, 2005 are
as follows:

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

                        2006         2007          2008         2009          2010     Thereafter      Total

Office space        $ 1,996,512   $1,568,368  $ 1,478,699   $ 1,244,069  $ 1,018,721  $2,394,941    $ 9,701,310
Equipment               249,471      141,222       47,510             -            -           -        438,203
                        -------      -------       ------     ---------    ---------   ---------        -------


Total                $ 2,245,983   $1,709,590  $ 1,526,209   $ 1,244,069  $ 1,018,721  $2,394,941   $ 10,139,513
                     ===========   ==========  ===========   ===========  ===========  ==========   ============
</TABLE>


7.       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 amount of equipment and furniture financed by capital leases was
$154,513 in 2005 and $394,245 in 2004. The total amount paid by the Company was
$261,456 in 2005 and $193,847 in 2004.

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, 2005 is as follows:

<TABLE>
<CAPTION>

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

Equipment under capital lease                                    $ 1,183,723       $ 341,705        $ 842,018
                                                                 ===========       =========        =========
</TABLE>

During 2005, depreciation expense was $138,660.

                                      -35-
<PAGE>


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>
<S>                                                                  <C>           <C>                 <C>

                                                                                Accumulated        Carrying
Classification                                                     Cost         Depreciation          Value

Equipment under capital lease                                    $ 912,624       $ 203,045         $ 709,579
                                                                 =========       =========         =========

</TABLE>

      During 2004, depreciation expense was $100,400.

8.    NOTES PAYABLE

During 2002, the Company acquired loans of $5,000,000 and $4,000,000 from AIG
and Merchants New York Commercial Corporation, respectively. The AIG loan was
payable in sixty equal monthly installments commencing on February 18, 2002 with
interest rate of prime plus 1.5%.

On June 17, 2003, the Company paid the AIG loan 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 %. On March 23, 2005,
the AIG loan was paid off.

The Merchants 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. The line of credit was paid off on December 14, 2005.

Both the AIG and commercial bank loans required the Company to maintain a
working capital of not less than $5,000,000 at all times and tangible net worth
of $5,250,000 on December 31, 2004. The Company was in compliance with
requirements on both loans for December 31, 2004.

On December 14, 2005, the Company entered into a $15,000,000 term loan with
Wachovia Bank, NA, with interest equal to the one-month LIBOR rate plus 1.5%.
The interest rate at December 31, 2005 was 5.8675%.

The term loan is payable in 60 equal installments of $258,621, with the first
payment due on March 14, 2006. The annual principal payments applicable to the
term loan as of December 31, 2005 are as follows:

<TABLE>
<CAPTION>

                   <S>          <C>          <C>          <C>          <C>           <C>
                  2006         2007         2008         2009          2010         Total

               $2,586,207   $3,103,448   $3,103,448   $ 3,103,449  $ 3,103,448   $ 15,000,000
               ==========   ==========   ==========   ===========  ===========   ============
</TABLE>

                                      -36-
<PAGE>


The term loan requires the Company to maintain the following financial
covenants; funded debt to EBITDA ratio of not more than 2.00 to 1.00, funds flow
coverage ratio of not less than 1.50 to 1.00, liquidity requirement of not less
than $2,000,000, officer and director compensation shall not increase during any
fiscal year by more than 20%, no losses for any two consecutive quarters and no
change in the current chief executive officer. The Company was in compliance
with all covenants except for the funds flow coverage ratio and the liquidity
requirement on December 31, 2005. A waiver was granted by the bank, allowing for
no penalties to the Company for the noncompliance.

On December 14, 2005, the Company entered into a $5,000,000 revolving loan
facility with Wachovia Bank, NA, with interest equal to the LIBOR Market
Index-Based Rate plus 1.50%. The interest rate at December 31, 2005 was 5.89%.
As of December 31, 2005, the Company had drawn $1,420,816 from the revolving
loan.

9.    INCOME TAXES

The provision for federal, state and local income taxes for the years ended
December 31, 2005 and 2004 is comprised of the following:

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

                                                                                    2005               2004

Current - Federal, state and local                                               $4,306,857        $5,123,382
Deferred income tax benefit                                                          57,255          (915,143)
                                                                                     ------          --------

                                                                                 $4,364,112        $4,208,239
                                                                                 ==========        ==========
</TABLE>

The provision for federal, state and local income taxes for the years ended
December 31, 2005 and 2004 is comprised of the following:

<TABLE>
<CAPTION>

<S>                                                          <C>                                    <C>             <C>
                                                             2005                                  2004
Income Before Income Taxes and
   Minority Interest                                   $ 11,969,608                            $ 10,442,275
Minority Interest in USTM Income                           (380,635)                               (192,935)
                                                           --------                                --------
Pre-tax Net Income                                     $ 11,588,973                            $ 10,249,340
                                                       ============                            ============

Income Tax - Statutory Rate                            $  4,056,140            35%             $  3,587,269           35%
Meals & Entertainment                                        74,572             1%                   76,578            1%
State income taxes                                         (188,102)           -2%                 (288,184)          -3%
Non-deductible Goodwill                                    (176,000)           -2%                        -            0%
Other                                                        60,069             1%                    9,194            0%
                                                             ------            ---                    -----           ---
Federal Total Income Tax Expense                          3,826,679            33%                3,384,857           29%
State Total Income Tax Expense                              537,433             5%                  823,382            8%
                                                            -------            ---                  -------           ---
Total Income Tax Expense                               $  4,364,112            38%               $4,208,239           41%
                                                       ============            ===               ==========           ===
</TABLE>

                                      -37-
<PAGE>


Net deferred income tax assets and (liabilities) consist of the following as of
December 31, 2005 and 2004:

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

                                                                       2005              2004

Depreciation and amortization                                      $ (709,417)       $ (239,012)
Deferred income                                                     1,658,502         1,408,830
Allowance for doubtful accounts                                       294,000           193,550
Enterprise appreciation rights                                         98,378            35,350
                                                                   $1,341,463        $1,398,718
</TABLE>

10.   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 $638,842 in 2005 and $632,401 in 2004. 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 $2,449,377 in
2005 and $2,232,532 in 2004.

11.   CONCENTRATION OF BUSINESS

The Company has generated revenues through separate and distinct contractual
service arrangements with several carriers that are affiliates of each other
(but not related to the Company) which, in aggregate, represented approximately
42% and 30% of the company's revenue in 2005 and 2004 respectively.
Approximately two thirds of this revenue is derived from TPA services provided
on industry-specific program business which also involves relationships with
MGAs and trade associations which are an integral part of the buying decision.

The Company also manages claims for residual market plans in several states.
Although the Company maintains a contractual relationship with the servicing
carrier the selection of the Company as a TPA on these programs is influenced by
each individual state plan, the servicing carrier which manages the plan, the
state departments of insurance which oversee each plan and the representatives
of insurance companies who serve on the Boards of each plan. In the aggregate,
residual market plans represented 27% and 32% of the company's revenue in 2005
and 2004, respectively. Some of the carriers referred to above are also involved
as the serving carrier on a portion of the residual market plans. It is the
Company's position that each of these residual market plans is a separate
customer relationship and as such, the customer concentration disclosure above
does not reflect any business derived from the residual market plans.

12.   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 $1,996,350 at December 31, 2005 and $1,819,628 at
December 31, 2004.

                                      -38-
<PAGE>


13.   RELATED PARTY TRANSACTIONS

The Company entered into an agreement with the shareholders of record as of
December 22, 2005. The agreement provides that the Company is to be reimbursed
for interest expense and certain costs associated with the Wachovia term loan
through June 30, 2006.

The Company made a $125,000 loan to a senior executive in 2005, with interest at
5%. The total amount of interest paid was $4,894. The loan was repaid in full on
January 19, 2006.

14.   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, results of
operations and cash flows.

15.   SUBSEQUENT EVENTS

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. The completion of the transaction, which is expected to occur
in the first quarter of 2006, is subject to financing, the receipt of regulatory
and other third-party approvals and customary closing conditions.

                                     ******



                                      -39-
<PAGE>

YORK INSURANCE SERVICES GROUP INC. AND SUBSIDIARIES

SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
--------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 2005 AND 2004

The following table represents the statements of operating expenses of York
Insurance Services Group, Inc. for the years ended December 31, 2005 and 2004:

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

                                                    2005                           2004

Salaries                                            $ 43,569,246               $ 42,834,174
Employee benefits                                      3,647,041                  3,225,881
Travel                                                 1,734,440                  1,425,828
Automobiles                                            1,380,719                  1,330,018
Rent and related expenses                              3,053,260                  2,460,964
Equipment                                                654,288                    672,853
Printing and stationary                                  630,304                    723,692
Communications                                         1,835,982                  1,917,145
Data processing                                          883,401                    815,420
Depreciation and other amortization                    1,596,623                  1,429,752
Service fees                                             692,722                    577,973
Loss adjustment expense                                2,245,147                  2,523,550
Other                                                  1,263,715                  1,015,340
                                                       ---------                  ---------

Total operating expenses                            $ 63,186,888                $ 60,952,590
                                                    ============                ============
</TABLE>

                                      -40-
<PAGE>



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

Effective April 13, 2005, Tait, Weller & Baker LLP resigned as and Deloitte &
Touche LLP ("Deloitte") became the Company's independent registered public
accounting firm. In connection with this change in accountants, there was no
disagreement or event as described in paragraph (a)(1)(iv) of Item 304 of
Regulation S-B.

Item 8A.          Controls and Procedures

         Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out
an evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures are, as of the date covered by this
Annual Report, effective to ensure that the information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC
rules and forms.

         Changes in Internal Controls

In connection with the evaluation of our internal controls during our last
fiscal quarter, our principal executive officer and principal financial officer
have determined that there have been no changes to our internal controls over
financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.

Item 8B. Other Information.

Not applicable.

                                    PART III


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

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.

<TABLE>
<CAPTION>

<S>                                     <C>                                                <C>         <C>           <C>
      Name                          Position                                             Years of Service            Age
                                                                                      Director        Officer

Bassett S. Winmill                  Chairman of the Board                                 10             10           76

Thomas B. Winmill, Esq.             President, Chief Executive Officer,                   10             10           46
                                    General Counsel, Director
Edward G. Webb, Jr.                 Director                                               2              -           67

Charles A. Carroll                  Director                                               2              -           75

Douglas Wu                          Director                                               9              -           45

Thomas O'Malley                     Treasurer, Chief Financial Officer,                    -              1           47
                                    Chief Accounting Officer

John F. Ramirez                     Vice President, Chief Compliance Officer
                                    Secretary                                              -              1           28
</TABLE>

                                      -41-
<PAGE>

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

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

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

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

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

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

THOMAS O'MALLEY - Vice President, Chief Financial Officer, and Chief Accounting
Officer since 2005. He is also Vice President, Chief Financial Officer and Chief
Accounting Officer of Tuxis Corporation, Foxby Corp., Global Income Fund, Inc.,
Midas Fund, Inc., Midas Special Equities Fund, Inc., Midas Dollar Reserves,
Inc., and of WCI and certain of its affiliates. Previously, Mr. O'Malley served
as Assistant Controller of Reich & Tang Asset Management, LLC, Reich & Tang
Services, Inc., and Reich & Tang Distributors, Inc. He is a certified public
accountant. Mr. O'Malley was born on July 22, 1958.

JOHN F. RAMIREZ - Vice President, Secretary, and Chief Compliance Officer. He is
also Vice President, Secretary, and Chief Compliance Officer of Tuxis
Corporation, Foxby Corp., Global Income Fund, Inc., Midas Fund, Inc., Midas
Special Equities Fund, Inc., Midas Dollar Reserves, Inc., and of WCI and certain
of its affiliates. Mr. Ramirez is a member of the Chief Compliance Officer
Committee of the Investment Company Institute. Mr. Ramirez was born on April 29,
1977.

                                      -42-
<PAGE>

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

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

Based solely on the information from Forms 3, 4, and 5 furnished to it, and in
the case of officers and directors of the Company, on written representations
that no Form 5 is required, the Company believes that the directors, officers,
and owners of more than 10 percent of the common stock of the Company have filed
on a timely basis reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year.

Item 10.   Executive Compensation

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

Summary Compensation Table

The following table sets forth compensation for the fiscal years ended December
31, 2005, 2004 and 2003 received by the Company's Chief Executive Officer and
Executive Chairman of the Board of Directors. No other executive officer of the
Company serving at the end of fiscal year 2005 had total annual salary and bonus
in fiscal year 2005 in excess of $100,000.

                                      -43-
<PAGE>



<TABLE>
<CAPTION>
                                       Annual Compensation          Long-term compensation
                                      --------------------          ----------------------
                                                                    Awards             Payouts
                                                                    ------             -------

                                                                                Securities   Long-term
                                                       Other annual  Restricted underlying   incentive     All other
                                                         Compen-     Stock      options/    plan payouts   compen-
Name and Principal Position    Year  Salary($) Bonus($)  sation      Awards     SARs(#)         ($)        sation
<S>                            <C>    <C>        <C>       <C>        <C>         <C>           <C>          <C>
Thomas B. Winmill              2005  300,000     697,500      0        0           0             0         10,222 (1)
  President and Chief          2004  300,000      35,000      0        0        60,000           0          7,215 (1)
  Executive Officer            2003  250,000      30,000      0        0           0             0              0

Bassett S. Winmill             2005        0     208,125      0        0           0             0              0
  Executive Chairman of        2004   50,000      35,000      0        0        60,000           0          2,400 (2)
  the Board of Directors       2003   50,000           0      0        0           0             0              0
</TABLE>

(1)      Represents a matching contribution to a 401(k) plan and club dues.
(2)      Represents a matching contribution to a 401(k) plan.

Option Grants Table

The following table sets forth, for the year ended December 31, 2005,
information regarding the options granted for each of the executive officers
named in the Summary Compensation Table.

<TABLE>
<CAPTION>

<S>                                      <C>                       <C>                        <C>            <C>
                                                             Percentage Of Total
                                   Number of Securities      Options/SARs Granted         Average
                                    Underlying Options         To Employees In            Exercise Of        Expiration
Name                                Granted                     Fiscal Year               Base Price           Date
-----------------------      --------------------------     -----------------------     ---------------    -------------
Thomas B. Winmill                       60,000                    43.20%                     $ 21.54         (a)

Bassett S. Winmill                      60,000                    43.20%                     $ 21.54         (a)
</TABLE>

(a) 50,000 options expire 9/25/2009 and 10,000 options expire 11/10/2009


Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Value Table


<TABLE>
<CAPTION>

                                                     Number of securities
Name                     Shares acquired  Value      underlying unexercised             Value of unexercised in-the-money
                         acquired on     realized    options/SARs at FY-end(#)             options/SARs at FY-end($)
                         exercise(#)       ($)       Exercisable/Unexercisable             Exercisable/Unexercisable
-----------------------  ------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                 <C>                                    <C>

Thomas B. Winmill            -           $  -            -46,107 / 13,893                   $605,091 / $142,417

Bassett S. Winmill           -           $  -            -46,107 / 13,893                   $605,091 / $142,417
</TABLE>

                                      -44-
<PAGE>

Long-Term Incentive Plan Awards Table

There  were no  long-term  incentive  plan  awards  made  during  the year ended
December 31, 2005 to the executive  officers  named in the Summary  Compensation
Table.

Compensation of Directors

Non-employee  directors  of the Company  are  compensated  in 2006 for  services
provided as a director,  as follows:  $2,500 for each quarterly  regular meeting
attended;  $500 as a retainer  paid  quarterly;  $250 per special  board meeting
attended; Audit Committee: $250 per meeting of a committee of the board attended
(except when held near the time of another board or other committee  meeting for
which the director is  compensated);  Governance,  Compensation  and  Nominating
Committee:  $1,000 per annum;  Committee  chairs:  $500 per annum per  committee
chaired in addition to the foregoing;  Shareholders'  meetings:  $1,000 for each
shareholders' meeting attended; York directorship: $1,000 fee per meeting of the
board of York; and, reimbursement for meeting expenses.

Under the 2004 Incentive  Compensation Plan ("Plan"), the Company's non-employee
directors  receive  non-qualified  stock options for Company  common stock.  The
Company will grant an initial option for 1,000 shares of Company common stock on
the effective date of any non-employee director's initial election to the Board.
The Company will also grant an annual option for 1,000 shares of Company  common
stock to each non-employee  director at the close of business on the date of the
Company's annual  stockholder  meeting.  These amounts are subject to adjustment
for corporate transactions. These option awards are the only type of awards that
non-employee  directors of the Company are  eligible to receive  under the Plan.
The exercise price per share of non-employee  director  options will be equal to
100% of the fair market value of a share of Company  common stock on the date of
grant and these  options  will  expire at the earlier of (i) five years from the
date of grant or (ii)  three  months  after the date the  non-employee  director
ceases  to serve as a  director  of the  Company  for any  reason.  Non-employee
director  options  will  vest at the end of a period  commencing  on the date of
grant and ending on a date  which is the sooner of three  years from the date of
grant date or three years from  commencement  of service to the Company,  and if
the  optionee  has more than three  years of  service on the date of grant,  the
options will vest immediately.

Other Arrangements.  Douglas Wu received $12,000 from York for his services as a
director of York in fiscal year 2005.

         Employment Contracts

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

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

         Securities Authorized For Issuance under Equity Compensation Plans

Securities authorized for issuance under equity compensation plans as of the end
of December 31, 2005 with respect to compensation  plans  (including  individual
compensation  arrangements)  under which  equity  securities  of the Company are
authorized for issuance, are aggregated as follows:

                                      -45-
<PAGE>

<TABLE>
<CAPTION>

                                          Equity Compensation Plan Information
--------------------------------------------------------------------------------------------------------------------------
Plan category                      Number of securities to    Weighted-average        Number of securities remaining
                                   be issued upon exercise    exercise price of       available for future issuance
                                   of outstanding options,    outstanding options,    under equity compensation plans
                                   warrants and rights        warrants and rights     (excluding securities reflected in
<S>                                          <C>                     <C>                          <C>
                                                                                      column (a))

                                   (a)                        (b)                     (c)

Equity compensation plans          144,000                   $21.45                    31,918
approved by security holders
Equity compensation plans not      0                         0                         0
approved by security holders

Total                              144,000                   $21.45                    31,918
</TABLE>


         Security Ownership of Certain Beneficial Owners

The table below sets forth for person  (including  any  "group") who is known to
the Company to be the beneficial owner of more than five percent of any class of
the Company's  voting  securities based on their filings with the Securities and
Exchange Commission.

<TABLE>
<CAPTION>

Title of class             Name and address of beneficial owner        Amount and nature of       Percent of class
                                                                       beneficial ownership
<S>                                 <C>                                      <C>                       <C>

Common Stock               Fondren Management LP(1)                    53,100 shares                  6.00%
                           1177 West Loop South,
                           Suite 1625
                           Houston, Texas 77027
------------------------------------------------------------------------------------------------------------------------
Common Stock               Bassett S. Winmill                          280,923 shares(2)*             30.20%
                           11 Hanover Square
                           New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock               Winmill & Co. Incorporated                  222,644 shares(3)              25.31%
                           11 Hanover Square
                           New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock               Investor Service Center, Inc.               222,644 shares                 25.31%
                           11 Hanover Square
                           New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock               Thomas B. Winmill                           96,043 shares(4)*              10.32%
                           11 Hanover Square
                           New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) According to a Schedule 13G/A filed February 14, 2006.

                                      -46-
<PAGE>


(2) Bassett S. Winmill has indirect beneficial ownership of 222,644 shares, as a
result of his status as a controlling  person of Winmill & Co.  Incorporated and
Investor  Service  Center,  Inc.,  the  direct  beneficial  owner.  Mr.  Winmill
disclaims  beneficial  ownership of the shares held by Investor  Service Center,
Inc. Bassett S. Winmill is Thomas B. Winmill's father.

(3)  Winmill & Co.  Incorporated  has  indirect  beneficial  ownership  of these
shares,  as a result of its status as a controlling  person of Investor  Service
Center, Inc., the direct beneficial owner.

(4) Thomas B.  Winmill  has  indirect  beneficial  ownership  of 26,712 of these
shares  held by his spouse and sons.  Mr.  Winmill  disclaims  ownership  of the
shares held by his spouse and sons.  Bassett S.  Winmill is Thomas B.  Winmill's
father.

* This amount  includes  50,738 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act,  including the right to acquire  within sixty days,  from options,
warrants, rights, conversion privilege or similar obligations.

         Security Ownership of Management as of February 28, 2006
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
Title of class         Name and address of beneficial owner    Amount and nature of beneficial      Percent of class
                                                               ownership
<S>                                <C>                                <C>                                  <C>
-------------------------------------------------------------------------------------------------------------------------
Common Stock           Bassett S. Winmill                      280,923 shares (1), (2)                  30.20%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Thomas B. Winmill                       96,043 shares (1), (3)                   10.32%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Charles A. Carroll                      3,200 shares (4)                         0.36%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Edward G. Webb, Jr.                     1,500 shares (4)                         0.17%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Douglas Wu                              3,000 shares (5)                         0.34%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Thomas O'Malley                         0 shares                                 0.0%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           John F. Ramirez                         0 shares                                 0.0%
                       11 Hanover Square
                       New York, New York 10005
------------------------------------------------------------------------------------------------------------------------
Common Stock           Directors and executive officers as a   384,666 shares (6)                       39.09%
                       group
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This amount includes 50,738 shares with respect to which such person has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act,  including the right to acquire  within sixty days,  from options,
warrants, rights, conversion privilege or similar obligations.

                                      -47-
<PAGE>


(2) Bassett S.  Winmill has  indirect  beneficial  ownership of 222,644 of these
shares,  as a result of his  status  as a  controlling  person of  Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial owner. Mr.
Winmill  disclaims  beneficial  ownership of the shares held by Investor Service
Center, Inc. Bassett S. Winmill is Thomas B. Winmill's father.

(3) Thomas B.  Winmill  has  indirect  beneficial  ownership  of 26,712 of these
shares  held by his spouse and sons.  Mr.  Winmill  disclaims  ownership  of the
shares held by his spouse and sons.  Bassett S.  Winmill is Thomas B.  Winmill's
father.

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

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

(6) This amount  includes  104,476  shares with respect to which  directors  and
executive officers as a group have the right to acquire beneficial  ownership as
specified in Rule  13d-3(d)(1)  under the Exchange  Act,  including the right to
acquire within sixty days, from options,  warrants, rights, conversion privilege
or similar obligations.

Item 12. Certain Relationships and Related Transactions

Certain  officers of the  Company  also serve as officers  and/or  directors  of
Winmill & Co. Incorporated  ("Winco"),  Tuxis Corporation  ("Tuxis"),  and their
affiliates  (collectively with Bexil, the  "Affiliates").  At December 31, 2005,
Winco's wholly owned  subsidiary,  Investor Service Center,  Inc., owned 222,644
shares of the Company and 224,665 shares of Tuxis, or 25% and 23%, respectively,
of  the  outstanding  common  stock.  Winco's  wholly  owned  subsidiary,  Midas
Management  Corporation  ("MMC"),  acts as "master"  payer of  compensation  and
benefits of Affiliate employees. At December 31, 2005, the Company had a payable
to MMC for compensation and benefit expenses of $1,951.

Rent  expense of jointly  used  office  space and  overhead  expense for various
jointly  used  administrative  and  support  functions  incurred  by  Winco  are
allocated to the Company and the  Affiliates.  At December 31, 2005, the Company
had a  receivable  from Winco  related to these  costs of  $7,729.  The  Company
incurred allocated rent and overhead costs of $92,271 and $124,000 for the years
ended December 31, 2005 and 2004, respectively.

The Company  earned  fees of  $172,000  and  $113,000  from York for  consulting
services  and for  service  on York's  board of  directors  for the years  ended
December 31, 2005 and 2004, respectively.  At December 31, 2005, the Company had
a $1,000 receivable for directors fee.

On December 22, 2005,  the Company  entered  into an expense  sharing  agreement
among York and the other fifty  percent  stockholder  of York for  interest  and
other  expenses  related  to a bank loan  obtained  by and for use by York.  The
expense sharing agreement has a limited duration of approximately six months and
will end on June 30, 2006. The loan is for $15,000,000 bearing interest at LIBOR
plus 1.5%. Under the expense sharing  agreement the Company will bear 50% of the
interest  expense.  The Company will also bear  two-thirds  of other agreed upon
expenses up to a maximum in total of  approximately  $197,000.  At December  31,
2005, the Company  incurred  expenses of  approximately  $116,000 related to the
expense sharing agreement.

                                      -48-

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 10-KSB/A are hereby incorporated by reference.

3.1-5 Form of Articles  Supplementary  to the Charter of Series A  Participating
      Preferred  Stock filed on  11/14/2005 as Exhibit 1 to Bexil's 8-A is
      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 10-KSB/A is 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.

10.1-3 Stock Purchase  Agreement dated as of December 23, 2005 by and among York
     Insurance  Holdings,  Inc.,  York  Insurance  Acquisition,  Inc., and Bexil
     Corporation,  for the sale of Bexil Corporation's 50% interest in privately
     held York Insurance Services Group, Inc. to York Insurance  Holdings,  Inc.
     filed as Exhibit 2.1 to Bexil's Current Report on Form 8-K on 12/29/2005 is
     hereby incorporated by reference.

10.1-3 Voting  Agreement,  dated as of December 23, 2005,  among York  Insurance
     Holdings,  Inc. and certain stockholders of Bexil Corporation named therein
     filed as Exhibit 2.2 to Bexil's Current Report on Form 8-K on 12/29/2005 is
     hereby incorporated by reference.

                                      -49-
<PAGE>


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

23.  Consent 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 10-KSB/A is 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 10-KSB/A is 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 10-KSB/A is 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  10-KSB/A is 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.

Item 14. Principal Accountant Fees and Services.

Effective April 13, 2005, Tait,  Weller & Baker LLP ("Tait Weller")  resigned as
and  Deloitte  &  Touche  LLP  ("Deloitte")  became  the  Company's  independent
registered public accounting firm. The information below includes amounts billed
or expected to be billed for these services.

Audit Fees

The aggregate fees billed or expected to be billed by Deloitte for  professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended  December  31,  2005 and for the reviews of the  financial
statements  included in the Company's  Quarterly Reports on Form 10-QSB for that
fiscal  year  were   $155,000.   The  aggregate  fees  billed  by  Deloitte  for
professional  services  rendered  in  connection  with the  audit  of  financial
statements  for the fiscal year ended  December  31, 2004 and by Tait Weller for
the reviews of the financial  statements  included in each  Quarterly  Report on
Form  10-QSB  during  that  year  were  $113,975  and  $6,000,  respectively.

                                      -50-
<PAGE>


Audit-Related Fees

The  aggregate  fees billed by Deloitte  for  services  rendered to the Company,
other than the services  described  above under "Audit Fees" for the fiscal year
ended  December 31, 2005 were $35,425.  These  audit-related  services  included
assistance  provided in connection  with the sale of the  Company's  interest in
York.  The  aggregate  fees  billed by  Deloitte  for  services  rendered to the
Company,  other than the  services  described  above under  "Audit Fees" for the
fiscal year ended December 31, 2004 were $0.

Tax Fees

No fees were billed by Deloitte for services  rendered to the Company
for tax compliance services and related consultations during fiscal year 2005 or
fiscal year 2004.

All Other Fees

No other fees were  billed by  Deloitte  for  services  rendered  to the Company
during fiscal year 2005 or fiscal year 2004.

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

The  Audit  Committee  has  approved  all  of  the  aforementioned   independent
registered  public accounting firm's services and fees for 2005 and 2004 and, in
doing so, has  considered  whether the  provision of such services is compatible
with maintaining independence.

                                      -51-
<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 31, 2006                  By:   /s/ Thomas O'Malley
                                      -------------------
                                      Thomas O'Malley
                                      Chief Financial Officer and
                                      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 31, 2006                  By:/s/ Basset S. Winmill
                                   ---------------------
                                   Bassett S. Winmill, Chairman of the Board,
                                   Director


March 31, 2006                  By:/s/Thomas B. Winmill
                                   --------------------
                                   Thomas B. Winmill, Esq., President
                                   Chief Executive Officer,
                                   General Counsel, Director


March 31, 2006                  By:/s/ Edward G. Webb, Jr.
                                   -----------------------
                                   Edward G. Webb, Jr., Director



March 31, 2006                  By:/s/ Charles A. Carroll
                                   ----------------------
                                   Charles A. Carroll, Director


March 31, 2006                  By:/s/ Douglas Wu
                                   --------------------
                                   Douglas Wu, Director

                                      -52-
<PAGE>


Exhibit 23. Consent 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. 001-12233 ) of our report,  dated March 30, 2006,  relating to the
financial  statements  of Bexil  Corporation,  appearing in the Annual Report on
Form 10-KSB of Bexil  Corporation for the year ended December 31, 2005, which is
part of the Registration Statement.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
March 30, 2006


                                      -53-
<PAGE>





              Certification - Exchange Act Rules 13a-14 and 15d-14

I, Thomas B. Winmill, certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB  of Bexil  Corporation
("small business issuer");

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 periods covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 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) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];

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

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

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

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

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

Date: March 31, 2006
/s/ Thomas B. Winmill
Chief Executive Officer

                                      -54-
<PAGE>


I, Thomas O'Malley, certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB  of Bexil  Corporation
("small business issuer");

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 periods covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 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) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];

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

d) Disclosed in this report any change in the small  business  issuers  internal
control over financial reporting that occurred during the small business issuers
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,  the  small  business  issuers' internal  control  over
financial reporting; and

5. The small business  issuer's other  certifying  officer 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
small business issuer's board of directors (or persons performing the equivalent
functions):

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

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

Date: March 31, 2006
/s/ Thomas O'Malley
Chief Financial Officer

                                      -55-


                          CEO CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Annual Report of Bexil  Corporation  (the  "Company") on
Form 10-KSB for the period ended  December 31, 2005 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Thomas B. Winmill,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  act of 2002,
that:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.


/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer
March 31, 2006

                                      -56-
<PAGE>

                          CFO CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of Bexil  Corporation  (the  "Company") on
Form 10-KSB for the period ended  December 31, 2005 as filed with the Securities
and Exchange  Commission on the date hereof (the "Report"),  I, Thomas O'Malley,
Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  act of 2002,
that:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.


/s/Thomas O'Malley
Thomas O'Malley
Chief Financial Officer
March 31, 2006

                                      -57-
<PAGE>