SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GABELLI MARIO J (Last) (First) (Middle) C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER (Street) RYE NY 10580 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Teton Advisors, Inc. [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/20/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								331,292(1)	I(1)	By: Partnership(1)
Class B Common Stock	03/20/2009		J(2)		408,800	D	(2)	302,667	I(2)	By: Corporation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GABELLI MARIO J (Last) (First) (Middle) C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER (Street) RYE NY 10580 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GAMCO INVESTORS, INC. ET AL (Last) (First) (Middle) ONE CORPORATE CENTER (Street) RYE NY 10580 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GGCP, INC. (Last) (First) (Middle) 140 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MJG IV LIMITED PARTNERSHIP (Last) (First) (Middle) ONE CORPORATE CENTER (Street) RYE NY 10580 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. MJG-IV Limited Partnership ("MJG-IV"), a limited partnership of certain family of Mario J. Gabelli owns 300,352 Class A Common Shares ("Class A Shares") of Teton Advisors, Inc. ("Teton"). Mr. Gabelli is the general partner of MJG-IV. GAMCO Investors, Inc. ("GAMCO") owns 30,970 Class A Shares of Teton. Mr. Gabelli is the Chairman, Chief Executive Officer and is the controlling shareholder of GAMCO through his ownership of GGCP, Inc. ("GGCP"). Mr. Gabelli disclaims beneficial interest in excess of his pecuniary interests in GAMCO and MJG-IV.

2. On March 20, 2009, GAMCO distributed 408,800 shares of Class B Common Stock ("Class B Shares") representing all of its Class B Shares in Teton, to its shareholders of record on March 10, 2009 at a rate of 14.930 Class B Shares of Teton for each 1,000 shares of GAMCO. Pursuant to the distribution by GAMCO, GGCP received 299,024 Class B Shares of Teton in connection with its direct ownership of GAMCO shares. Mr. Gabelli is the Chief Executive Officer, a director and the controlling shareholder of GGCP. Mr. Gabelli disclaims beneficial interest in excess of his pecuniary interest in GGCP. In addition, pursuant to this distribution, Mr. Gabelli. received 3,643 Class B Shares of Teton in connection with his direct ownership of GAMCO shares.

	/s/ Douglas R. Jamieson, Attorney-In-Fact for MARIO J. GABELLI, MJG-IV LIMITED PARTNERSHIP, GGCP, INC., and GAMCO INVESTORS, INC.	03/24/2009
	** Signature of Reporting Person	Date
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