UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
 MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-00041

---

GENERAL AMERICAN INVESTORS COMPANY, INC.

---

(Exact name of registrant as specified in charter)

100 Park Avenue, 35th Floor, New York, New York 10017

---

(Address of principal executive offices) (Zip code)

Eugene S. Stark
General American Investors Company, Inc.
100 Park Avenue,  35th Floor
New York, New York 10017
(Name and address of agent for service)

Copy to:

John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell LLP

125 Broad Street
New York, New York 10004

Registrant's telephone number, including area code: 212-916-8400

Date of fiscal year end: December 31

Date of reporting period: December 31, 2012

Item 1.  Report to Shareholders

---

GENERAL AMERICAN INVESTORS COMPANY, INC.

Established in 1927, the Company is a closed-end investment company listed on the

New York Stock Exchange. Its objective is long-term capital appreciation through

investment in companies with above average growth potential.

 

 

General American Investors Company, Inc
100 Park Avenue, New York, NY 10017
(212) 916-8400 (800) 436-8401
E-mail: InvestorRelations@gainv.com
www.generalamericaninvestors.com

---

 

---

 

---

 

---

Total return on $10,000
investment for 20 years
ended December 31, 2012

The investment return for a Common Stockholder of General American Investors (GAM)
over the 20 years ended December 31, 2012 is shown in the table below and in the
accompanying chart. The return based on GAM’s net asset value (NAV) per Common
Share in comparison to the change in the Standard & Poor’s 500 Stock Index (S&P 500) is also
displayed. Each illustration assumes an investment of $10,000 at the beginning of 1993.

Stockholder Return is the return a Common Stockholder of GAM would have achieved assum-
ing reinvestment of all dividends and distributions at the actual reinvestment price and of all
cash dividends at the average (mean between high and low) market price on the ex-dividend
date.

Net Asset Value (NAV) Return is the return on shares of the Company’s Common Stock based
on the NAV per share, including the reinvestment of all dividends and distributions at the rein-
vestment prices indicated above.

Standard & Poor’s 500 Return is the time-weighted total rate of return on this widely-recog-
nized, unmanaged index which is a measure of general stock market performance, including
dividend income.

Past performance may not be indicative of future results.

The graph and tables below do not reflect the deduction of taxes that a stockholder would pay on
Company distributions or the sale of Company shares.

 

This table shows dividends and distributions on the Company’s Common Stock for the prior 20-year period. Amounts shown
are based upon the year in which the income was earned, not the year paid. Spill-over payments made after year-end are
attributable to income and gains earned in the prior year.

 

---

---

 

(a)	Common shares unless otherwise noted; excludes transactions in Common Stocks - Miscellaneous - Other.

 

The diversification of the Company’s net assets applicable to its Common Stock by industry group as of December 31, 2012 is shown in the table.

 

* Net assets applicable to the Company’s Common Stock.

** Securities which have been held for less than one year, not previously disclosed and not restricted.

(see notes to financial statements)

---

 The statement of investments as of December 31, 2012, shown on pages 8 and 9 includes 51 security issues.
 Listed here are the ten largest holdings on that date.

 

---

 

---

 

ADR - American Depository Receipt (a) Non-income producing security.

(b) Level 3 fair value measurement, restricted security acquired 11/04/09, aggregate cost $8,500,000, unit cost is $20.00 per share and fair value is $18.50 per share, note 2. Fair value is based upon bid and or transaction prices provided via the NASDAQ OMX PORTAL Alliance trading and transfer system for privately placed equity securities traded in the over-the-counter market among qualified investors and an evaluation of book value per share.

Amount represents .82% of net assets.

(c) Level 3 fair value measurement, restricted security acquired 05/21/12, aggregate cost $1,500,000, unit cost is $20.00 per share and fair value is $17.58 per share,note 2. Fair value is based upon a judgmentally discounted bid price provided via the NASDAQ OMX PORTAL Alliance trading and transfer system for privately placed equity securities traded in the over-the-counter market among qualified investors and an evaluation of book value per share Amount represents .14% of net assets.

(d) Level 3 fair value measurement, restricted security acquired 11/03/09, aggregate cost $10,748,000, unit cost is $200.90 per share and fair value is $225.00 per share, note 2. Fair valuation is based upon a market approach using valuation metrics (market price-earnings and market price-book value multiples), and changes therein, relative to a peer group of companies established by the underwriters as well as actual transaction prices resulting from limited trading in the security. Significant increases (decreases) in the relative valuation metrics of the peer group companies may result in higher (lower) estimates of fair value. Amount represents 1.26% of net assets.

(e) Securities which have been held for less than one year, not previously disclosed, and not restricted.

(f) At December 31, 2012: the cost of investments for Federal income tax purposes was:  aggregate gross unrealized appreciation was $412,723,576, aggregate gross unrealized depreciation of $22,329,865, and net unrealized appreciation was $390,393,711.  The difference between book-basis and tax-basis net unrealized appreciation (depreciation) was attributable to the tax deferral of losses on wash sales.

(see notes to financial statements)

---

 

(see notes to financial statements)

---

 

(see notes to financial statements)

---

 

(see notes to financial statements)

---

The table shows per share operating performance data, total investment return, ratios and supplemental data for each year
in the five-year period ended December 31, 2012.  This information has been derived from information contained in the
 financial statements and market price data for the Company’s shares.

 

---

 

---

 

 

 

 

 

 

---

 

 

 

---

 

 

 

---

 

---

 

---

 

All officers serve for a term of one year and are elected by the Board of Directors at the time of its annual organization meeting on the second
 Wednesday in April. The address for each officer is the Company’s office. All information as of February 6, 2013.

 

 

 

 

---

 

All Directors serve for a term of one year and are elected by Stockholders at the time of the annual meeting on the second Wednesday in April.
The address for each Director is the Company’s office. All information as of February 6, 2013.

---

ITEM 2. CODE OF ETHICS.

On July 9, 2003, the Board of Directors adopted a code of ethics that applies to
registrant's principal executive and senior financial officers. The code of
ethics is available on registrant's Internet website at
http://www.generalamericaninvestors.com/governance/codeofethics.php. Since the code
of ethics was adopted there have been no amendments to the code nor have there been
granted any waivers from any provisions of the code of ethics.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors has determined that none of the members of registrant's
audit committee meets the definition of "audit committee financial expert" as
the term has been defined by the U.S. Securities and Exchange Commission (the
"Commission"). In addition, the Board of Directors has determined that the
members of the audit committee have sufficient financial expertise and
experience to perform the duties and responsibilities of the audit committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) AUDIT FEES The aggregate fees paid and accrued by the registrant for
professional services rendered by its independent auditors, Ernst & Young LLP,
for the audit of the registrant's annual financial statements and the review of
the registrant's semi-annual financial statements for 2012 and 2011 were $115,000
and $106,890, respectively.

(b) AUDIT RELATED FEES The aggregate fees paid or accrued by the registrant for
audit-related professional services rendered by Ernst & Young LLP for 2012 and
2011 were $31,000 and $33,790, respectively. Such services and related fees for
2012 and 2011 included: performance of agreed upon procedures relating to the
preferred stock basic maintenance reports ($-0- and $8,550, respectively),
review of quarterly employee security transactions and issuance of report
thereon ($20,500 and $19,900, respectively) and other audit-related services
($5,500 and $5,340, respectively).

(c) TAX FEES The aggregate fees paid or accrued by the registrant for
professional services rendered by Ernst & Young LLP for the review of the
registrant's federal, state and city income tax returns and excise tax
calculations for 2012 and 2011 were $18,380 and $17,840, respectively.

(d) ALL OTHER FEES No such fees were billed to the registrant by Ernst & Young
LLP for 2012 or 2011.

(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICY All services to be performed
for the registrant by Ernst & Young LLP must be pre-approved by the audit committee.
All services performed during 2012 and 2011 were pre-approved by the committee.

---

  (2) Not applicable.

(f) Not applicable.

(g) The aggregate fees paid or accrued by the registrant for non-audit
professional services rendered by Ernst & Young LLP to the registrant for 2012
and 2011 were $44,380 and $51,630, respectively.

(h) Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

(a) The registrant has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934. The members of the audit committee are: D. Ellen Shuman, chairman,
Arthur G. Altschul, Jr., Rodney B. Berens, Lewis B. Cullman, and John D. Gordan, III.

(b) Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

The schedule of investments in securities of unaffiliated issuers is included as
part of the report to stockholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                 General American Investors Company, Inc.

          PROXY VOTING POLICIES AND PROCEDURES

     General American Investors Company, Inc. (the "Company") is uniquely
structured as an internally managed closed-end investment company. Our research
efforts, including the receipt and analysis of proxy material, are focused on
the securities in the Company's portfolio, as well as alternative investment
opportunities. We vote proxies relating to our portfolio securities in the best
long-term interests of the Company.
 
     Our investment approach stresses fundamental security analysis, which
includes an evaluation of the integrity, as well as the effectiveness of
management personnel. In proxy material, we review management proposals and
management recommendations relating to shareholder proposals in order to, among
other things, gain assurance that management's positions are consistent with its
integrity and the long-term interests of the company. We generally find this to

---

be the case and, accordingly, give significant weight to the views of management
when we vote proxies.

Proposals that may have an impact on the rights or privileges of the
securities held by the Company would be reviewed very carefully. The explanation
for a negative impact could justify the proposal; however, if such justification
were not present, we would vote against a significant reduction in the rights or
privileges associated with any of our holdings.

Proposals relating to corporate governance matters are reviewed on a
case-by-case basis. When they involve changes in the state of incorporation,
mergers or other restructuring, we would, if necessary, complete our review of
the rationale for the proposal by contacting company representatives and, with
few exceptions, vote in favor of management's recommendations. Proposals
relating to anti-takeover provisions, such as staggered boards, poison pills and
supermajorities could be more problematic. They would be considered in light of
our assessment of the capability of current management, the duration of the
proposal, the negative impact it might have on the attractiveness of the company
to future "investors," among other factors. We can envision circumstances under
which we would vote against an anti-takeover provision.

Generally, we would vote with management on proposals relating to changes
to the company's capital structure, including increases and decreases of capital
and issuances of preferred stock; however, we would review the facts and
circumstances associated with each proposal before finalizing our decision.

Well-structured stock option plans and management compensation programs are
essential for companies to attract and retain high caliber management personnel.
We generally vote in favor of proposals relating to these issues; however, there
could be an occasion on which we viewed such a proposal as over reaching on the
part of management or having the potential for excessive dilution when we would
vote against the proposal.

Corporations should act in a responsible manner toward their employees, the
communities in which they are located, the customers they serve and the world at
large. We have observed that most stockholder proposals relating to social
issues focus on a narrow issue and the corporate position set forth in the proxy
material provides a well-considered response demonstrating an appropriate and
responsible action or position. Accordingly, we generally support management
recommendations on these types of proposals; however, we would consider each
proposal on a case-by-case basis.

We take voting proxies of securities held in our portfolio very seriously.
As indicated above, it is an integral part of the analytical process at General
American Investors. Each proposal and any competing interests are reviewed
carefully on a case-by-case basis. Generally, we support and vote in accordance

---

with the recommendations of management; however, the overriding basis for the
votes we cast is the best long-term interests of the Company.

Date: July 9, 2003

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT
INVESTMENT COMPANIES.

As of the close of business on December 31, 2012, the date of this filing, Mr. Jeffrey W.
Priest, President, became the Chief Executive Officer and will serve as the Portfolio
Manager of the registrant. He is responsible for the day-to-day management of the
registrant. Mr. Priest has been employed by the registrant since October, 2010, becoming
its President in February 2012. Prior thereto he was the Managing Member and President
of Amajac Capital Management, LLC, an investment advisory company he founded in
1999. Mr. Priest does not provide such services for any other registered investment
companies, pooled investment vehicles, or other accounts. For performing such
responsibilities, Mr. Priest receives cash compensation in the form of a fixed salary and
an annual performance bonus. The annual performance bonus is principally based upon
the absolute performance of the registrant and its relative performance to a closed-end
management investment company peer group (comprised of core equity funds) and the
S&P 500 Index. Performance is evaluated in December by the Compensation Committee
of the Board of Directors (the members of which are independent and consult with the
full Board of Directors), based upon the registrant's net asset value return and total
investment return during the twelve months ended October 31. Additional consideration
is given to performance during the subsequent intervening period and to market
compensation data provided by a noted industry compensation consulting firm. Mr.
Priest beneficially owns in excess of $1 million of the registrant's outstanding equity
securities.

Through December 31, 2012, Spencer Davidson served as Chief Executive Officer and
Portfolio Manager as he has done since 1995. He continues to serve as Chairman.
Mr. Davidson does not provide such services for any other registered investment
companies, pooled investment vehicles, or other accounts. For performing such
responsibilities, Mr. Davison received cash compensation in the form of a fixed salary
and an annual performance bonus. The annual performance bonus was principally based
upon the absolute performance of the registrant and its relative performance to a closed-
end management investment company peer group (comprised of core equity funds) and
the S&P 500 Index. Performance was evaluated in December by the Compensation
Committee of the Board of Directors (the members of which are independent and consult
with the full Board of Directors), based upon the registrant's net asset value return and
total investment return during the twelve months ended October 31. Additional
consideration was given to performance during the subsequent intervening period and to
market compensation data provided by a noted industry compensation consulting firm.
Mr. Davidson beneficially owns in excess of $1 million of the registrant's outstanding
equity securities.

---

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

(a) General American Investors Company, Inc. Common Stock (GAM)

 

---

(b) General American Investors Company, Inc. Preferred Stock (GAMpB)

 

---

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may
recommmend nominees to the registrant's Board of Directors as set forth in the
registrant's Proxy Statement, dated February 22, 2012.

ITEM 11. CONTROLS AND PROCEDURES.

Conclusions of principal officers concerning controls and procedures

(a) As of December 31, 2012, an evaluation was performed under the supervision
and with the participation of the officers of General American Investors
Company, Inc. (the "Registrant"), including the principal executive officer
("PEO") and principal financial officer ("PFO"), to assess the effectiveness of
the Registrant's disclosure controls and procedures. Based on that evaluation,
the Registrant's officers, including the PEO and PFO, concluded that, as of
December 31, 2012, the Registrant's disclosure controls and procedures were
reasonably designed so as to ensure: (1) that information required to be
disclosed by the Registrant on Form N-CSR and on Form N-Q is recorded,
processed, summarized and reported within the time periods specified by the
rules and forms of the Securities and Exchange Commission; and (2) that material
information relating to the Registrant is made known to the PEO and PFO as
appropriate to allow timely decisions regarding required disclosure.

(b) There have been no significant changes in the Registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the Registrant's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.

ITEM 12. EXHIBITS

(a)(1) As indicated in Item 2., the code of ethics is posted on the registrant's
Internet website.

(a)(2) The certifications of the principal executive officer and the principal
financial officer pursuant to Rule 30a-2(a)under the Investment Company
Act of 1940 are attached hereto as Exhibit 99 CERT.

(a)(3) There were no written solicitations to purchase securities under
the Rule 23c-1 under the Investment Company Act of 1940 during the
period covered by the report.

(b) The certifications of the principal executive officer and the principal
financial officer pursuant to Rule 30a-2(b) under the Investment Company

---

Act of 1940 are attached hereto as Exhibit 99.906 CERT.

---