Mail-Stop 4561
								March 14, 2006

Via facsimile and U.S. Mail
Mr. Thomas B. Winmill
President, Chief Executive Officer and general Counsel
Bexil Corporation
11 Hanover Square
New York, New York 10005

Re:   Bexil Corporation
                     Revised Preliminary Proxy Statement on
Schedule
14A
	         File No. 1-12233
                     Filed March 2, 2006

Dear Mr. Winmill:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Preliminary Proxy
Questions and Answers, page 2
1. Revise the last answer on page 2 to disclose the estimated
taxes
on the sale of the York shares.
2. Revise to add another question and answer for the following:
What
happens to the undistributed earnings in York that have already or
will accrue to Bexil up to the closing of the offering?  Quantify
the
undistributed earnings as of the most recent practicable date.

Background of the Transaction, page 9
3. Revise the first full paragraph on page 10 ("The protocol
agreement ...") to explain why the expense sharing ratio of 50-50
was
changed to Bexil being totally liable for up to $1,750,000 as well
as
the valuation expenses.
4. Revise the second through fourth paragraphs on page 10 to
explain
what happened to the other bids from the 9 other potential buyers.
In
addition, clarify if Odyssey was in the first group of 11 or how
their bid came about.
5. Revise the fourth full paragraph on page 10 ("In late August
2005...") to disclose why Bexil did not agree to the $110 million
offer and also clarify if York had a debt-free balance sheet at
5/31/05 with $7.8 million in cash.
6. Revise the penultimate paragraph on page 10 ("On October
17....")
to disclose the problems the Board had with the sale structure as
well as discuss the problems with the related matters.
7. Revise the last paragraph on page 10 to disclose why the
leveraged
dividend was implemented and the details of that dividend,
including
why debt was incurred. In addition, disclose as of September 30,
2005, Bexil`s shares of the undistributed net earning in York. In
addition, we note York paid a dividend to Bexil reflected in the
September 30, 2005 financials. Disclose the amount and the reason
for
the dividend.
8. Revise the second full paragraph on page 11 ("During this
process") to disclose Bexil`s shares of York`s undistributed
earnings
as of November 30, 2005 and also explain why Bexil needed
liquidity
when just one month before, no need was indicated. Also, disclose
the
other liquidity events.
9. Revise the discussion of the Special Committee`s actions in the
last 2 paragraphs on page 11 to discuss whether or not the Special
Committee contacted the 11 potential bidders and, if so, the
results
of those bids. If not, explain why. In addition, revise the
discussion to indicate if and when the Bexil board authorized the
sale of the York shares and disclose when the board determined
that
Odyssey`s was the only bid that would be pursued and why.
10. Revise the second full paragraph on page 12 ("At the
meeting...")
or in another place discuss how the agreement deals with Bexil`s
undistributed earnings of York up to the date of closing, an
estimate
of that amount, and how the valuation deals with this item.


Reasons for the Board`s Recommendation, page 12
11. Revise to address what happens to Bexil`s undistributed
earnings
in York through the date of closing and the tax on the gain of
York.
In this regard, indicate whether the Board addressed these issues
and
whether they viewed them as negative factors.

Material terms of the Bexil Purchase Agreement, page 18
12. Revise to indicate what happens to Bexil`s undistributed
earnings
in York and the estimated amount through to the closing.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3668. Any
questions
on the accounting comments may be directed to John Spitz at (202)
551-3484 or Donald Walker, Senior Assistant Chief Accountant, at
(202) 551-3490.

						Sincerely,


						Jessica Livingston
						Senior Counsel
						Financial Services Group



cc:	Via U.S. Mail and Fax: (212) 688-7273
	Jay Weil, Esq.
	Guzov, Ofsink, LLC
	600 Madison Avenue, 14th Floor
	New York, New York 10022


Mr. T. B. Winmill
Bexil Corporation
March 14, 2006
Page 4