Gamco Investors, Inc. et al – ‘SC 13D/A’ on 12/4/02 re: Ametek Inc

On:  Wednesday, 12/4/02, at 4:21pm ET   ·   Accession #:  807249-2-337   ·   File #:  5-13076

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          25±    95K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                 2±     7K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13D                                                                    

Under the Securities Exchange Act of 1934 (Amendment No. 16)                    

AMETEK, Inc.                                                                    
(Name of Issuer)                                                                

Common Stock, Par Value $0.01 Per Share                                         
(Title of Class of Securities)                                                  

___________________031100100_________________________                           
(CUSIP Number)                                                                  

James E. McKee                                                                  
Gabelli Asset Management Inc.                                                   
One Corporate Center                                                            
Rye, New York 10580-1435                                                        
(914) 921-5294                                                                  
(Name, Address and Telephone Number of Person Authorized                        
to Receive Notices and Communications)                                          

______________________December 2, 2002________________________                  
(Date of Event which Requires Filing of this Statement)                         

If the filing person has previously filed a statement on Schedule               
13G to report the acquisition that is the subject of this Schedule              
13D, and is filing this schedule because of sections 240.13d-1(e),              
240.13d-1(f) or 240.13d-1(g), check the following box  0.                       

CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Gabelli Funds, LLC I.D. NO.  13-4044523                                         
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS (SEE INSTRUCTIONS)                                              
00-Funds of investment advisory clients                                 

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
New York                                                                  

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

586,000 (Item 5)                                                                

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

586,000 (Item 5)                                                                

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

586,000 (Item 5)                                                                
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

1.77%                                                                           
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
IA                                                                      

CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

GAMCO Investors, Inc.                                                           
I.D. NO.  13-4044521                                                            
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS (SEE INSTRUCTIONS)                                              
00-Funds of investment advisory clients                                       

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
New York                                                                  

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

2,904,217 (Item 5)                                                              

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

3,002,617 (ITEM 5)                                                              

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

3,002,617 (ITEM 5)                                                              
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

9.09%                                                                           
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
IA, CO                                                                  

CUSIP No. 031100100                                                             

1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Gabelli & Company, Inc. I.D. NO.  13-2885006                                    
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS (SEE INSTRUCTIONS)                                              
WC                                                                              

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
New York                                                                  

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

400    (Item 5)                                                             

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

400     (Item 5)                                                          

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

400        (ITEM 5)                                               
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

0.00%                                                                           
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
BD, CO                                                                  
CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Gabelli Group Capital Partners, Inc.  I.D. NO.  13-3056041                      
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
Source of funds (SEE INSTRUCTIONS)                                              
None                                                                      

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
New York                                                                  

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

None                                                                            

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

NONE                                                                            

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

NONE                                                                            
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

NONE                                                                            
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
HC, CO                                                                  

CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Gabelli Asset Management Inc.                                                   
I.D. NO.  13-4007862                                                            
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
Source of funds (SEE INSTRUCTIONS)                                              
None                                                                            

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                                 
REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)                                       

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
New York                                                                  

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

None                                                                            

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

NONE                                                                            

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

NONE                                                                            
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

0.00%                                                                           

14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
HC, CO                                                                  

CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Marc J. Gabelli                                                                 
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
SOURCE OF FUNDS (SEE INSTRUCTIONS)                                              
None                                                                  

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
USA                                                                       

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

NONE (Item 5)                                                                 

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                          

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

NONE (Item 5)                                                                 

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

NONE (ITEM 5)                                                                 
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.          
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

0.00%                                                                       
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
IN                                                                      

CUSIP No. 031100100                                                             
1                                                                               
NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Mario J. Gabelli                                                                
2                                                                               
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             
(a)                                                                             
(b)                                                                             

3                                                                               
SEC USE ONLY                                                                    

4                                                                               
Source of funds (SEE INSTRUCTIONS)                                              
None                                                                          

5                                                                               
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                        
PURSUANT TO ITEMS 2 (d) OR 2 (e)                                                

6                                                                               
CITIZENSHIP OR PLACE OF ORGANIZATION                                            
USA                                                                       

NUMBER OF                                                                       

SHARES                                                                          

BENEFICIALLY                                                                    

OWNED                                                                           

BY EACH                                                                         

REPORTING                                                                       

PERSON                                                                          

WITH                                                                            
:                                                                               
7                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE VOTING POWER                                                               

None                                                                            

:                                                                               
8                                                                               
:                                                                               
:                                                                               
:                                                                               
SHARED VOTING POWER                                                             

NONE                                                                            

:                                                                               
9                                                                               
:                                                                               
:                                                                               
:                                                                               
SOLE DISPOSITIVE POWER                                                          

NONE                                                                            

:10                                                                             
:                                                                               
:                                                                               
:                                                                               
SHARED DISPOSITIVE POWER                                                        

NONE                                                                            
11                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

NONE                                                                            
12                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           
(SEE INSTRUCTIONS)                                                              
13                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                              

0.00%                                                                           
14                                                                              

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                     
IN                                                                      

Item 1.         Security and Issuer                                             
This Amendment No. 15 to Schedule 13D on the Common Stock of                    
AMETEK, Inc. (the "Issuer") is being filed on behalf of the undersigned to      
amend the Schedule 13D, as amended (the "Schedule 13D") which was originally    
filed on May 26, 1994.  Unless otherwise indicated, all capitalized terms used  
herein but not defined herein shall have the same meanings as set forth in the  
Schedule 13D.                                                                   

Item 2.         Identity and Background                                         
         This statement is being filed by Mario J. Gabelli ("Mario
Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either   
one directly or indirectly controls or for which either one acts as chief       
investment officer.  These entities, except for Lynch Corporation ("Lynch") and 
Lynch Interactive Corporation ("Interactive"), engage in various aspects of the 
securities business, primarily as investment adviser to various institutional   
and individual clients, including registered investment companies and pension   
plans, as broker/dealer and as general partner of various private investment    
partnerships.  Certain of these entities may also make investments for their    
own accounts.                                                                   
       The foregoing persons in the aggregate often own beneficially more than
5% of a class of a particular issuer.  Although several of the foregoing        
persons are treated as institutional investors for purposes of reporting their  
beneficial ownership on the short-form Schedule 13G, the holdings of those who  
do not qualify as institutional investors may exceed the 1% threshold presented 
for filing on Schedule 13G or implementation of their investment philosophy may 
from time to time require action which could be viewed as not completely        
passive.  In order to avoid any question as to whether their beneficial         
ownership is being reported on the proper form and in order to provide greater  
investment flexibility and administrative uniformity, these persons have        
decided to file their beneficial ownership reports on the more detailed         
Schedule 13D form rather than on the short-form Schedule 13G and thereby to     
provide more expansive disclosure than may be necessary.                        
      (a), (b) and (c) - This statement is being filed by one or more of the
following persons: Gabelli Group Capital Partners, Inc. ("Gabelli Partners"),   
Gabelli Asset Management Inc. ("GAMI"), Gabelli Funds, LLC ("Gabelli Funds"),   
GAMCO Investors, Inc. ("GAMCO"), Gabelli Advisers, Inc. ("Gabelli Advisers"),   
Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli &           
Company"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), MJG        
Associates, Inc. ("MJG Associates"), Gemini Capital Management LLC ("Gemini"),  
Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Marc Gabelli, Lynch,    
and Interactive.  Those of the foregoing persons signing this Schedule 13D are  
hereafter referred to as the "Reporting Persons".                               
        Gabelli Partners makes investments for its own account and is the parent
company of GAMI.  GAMI, a public company listed on the New York Stock Exchange, 
is the parent company for a variety of companies engaged in the securities      
business, each of which is named below.                                         
  GAMCO, a wholly-owned subsidiary of GAMI, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers     
Act").  GAMCO is an investment manager providing discretionary managed account  
services for employee benefit plans, private investors, endowments, foundations 
and others.                                                                     
      GSI, a majority-owned subsidiary of GAMI, acts as a general partner or
investment manager to limited partnerships and offshore investment companies    
and as a part of its business regularly purchases and sells securities for its  
own account.  It is the immediate parent of Gabelli & Company. GSI is the       
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II,      
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia         
Partners, L.P.  GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli  
Securities International Limited ("GSIL"). GSIL provides investment advisory    
services to offshore funds and accounts.   GSIL is the investment advisor of    
Gabelli International Gold Fund Limited and Gabelli European Partners, Ltd.     
GSIL and Gemini are the investment advisors of Gabelli Global Partners, Ltd.    
       Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended ("1934 Act"),  
which as a part of its business regularly purchases and sells securities for    
its own account.                                                                
        Gabelli Funds, a wholly owned subsidiary of GAMI, is a limited liability
company. Gabelli Funds is an investment adviser registered under the Advisers   
Act which presently provides discretionary managed account services for The     
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The 
Gabelli Convertible and Income Securities Fund, Inc., The Gabelli Value Fund    
Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The    
Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold      
Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global        
Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International  
Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust,   
The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli    
Blue Chip Value Fund, The Gabelli Mathers Fund, The Comstock Capital Value Fund 
and The Comstock Strategy Fund (collectively, the "Funds"), which are           
registered investment companies.                                                
      Gabelli Advisers, a subsidiary of GAMI, is an investment adviser which
provides discretionary advisory services to The Gabelli Westwood Mighty Mitessm 
Fund.                                                                           
        The Plan, a qualified employee profit sharing plan, covers substantially
all employees of GAMI and its affiliates.                                       
MJG Associates provides advisory services to private investment 
partnerships and offshore funds.  Mario Gabelli is the sole shareholder,        
director and employee of MJG Associates.   MJG Associates is the Investment     
Manager of Gabelli International Limited, Gabelli International II Limited,     
Gabelli Performance Partnership, and Gabelli Fund, LDC.                         
       Gemini is a limited liability company whose primary business purpose is
to provide advisory services to offshore funds.  Marc Gabelli is the President  
and Chief Investment Officer of Gemini.                                         
The Foundation is a private foundation.  Mario Gabelli is the President,        
a Trustee and the Investment Manager of the Foundation.                         
       Lynch is a public company traded on the American Stock Exchange engaged
in manufacturing.  Interactive is a public company listed on the American Stock 
Exchange and is a holding company with operating subsidiaries engaged primarily 
in the rural telephone industry.  Lynch and Interactive actively pursue new     
business ventures and acquisitions. Lynch and Interactive make investments in   
marketable securities to preserve capital and maintain liquidity for financing  
their business activities and acquisitions and are not engaged in the business  
of investing, reinvesting, or trading in securities.  Mario J. Gabelli is a     
director, officer and a substantial shareholder of Lynch and Interactive.       
      Mario Gabelli is the majority stockholder and Chairman of the Board of
Directors and Chief Executive Officer of Gabelli Partners and GAMI, and the     
Chief Investment Officer for each of the Reporting Persons other than Gemini.   
Gabelli Partners is the majority shareholder of GAMI. GAMI, in turn, is the     
sole stockholder of GAMCO.  GAMI is also the majority stockholder of GSI and    
the largest shareholder of Gabelli Advisers.  Gabelli & Company is a wholly-    
owned subsidiary of GSI.  Marc Gabelli is the majority stockholder of Gemini.   
The Reporting Persons do not admit that they constitute a group.
 Gabelli Partners, GAMI, GAMCO, and Gabelli & Company are New York
corporations and GSI and Gabelli Advisers are Delaware corporations, each       
having its principal business office at One Corporate Center, Rye, New York     
10580.  Gabelli Funds is a New York limited liability company having its        
principal business office at One Corporate Center, Rye, New York 10580.  MJG    
Associates is a Connecticut corporation having its principal business office at 
8 Sound Shore Dr., Greenwich, CT 06830. Gemini is a Delaware limited liability  
company having its principal business office at One Corporate Center, Rye, New  
York 10580.  The Foundation is a Nevada corporation having its principal        
offices at 165 West Liberty Street, Reno, Nevada 89501.  Lynch is an Indiana    
corporation having its principal business office at 50 Kennedy Plaza, Suite     
1250, Providence, Rhode Island 02903.  Interactive is a Delaware corporation    
having its principal place of business at One Corporate Center, Rye, New York   
10580.                                                                          
       For information required by instruction C to Schedule 13D with respect to
the executive officers and directors of the foregoing entities and other        
related persons (collectively, "Covered Persons"), reference is made to         
Schedule I annexed hereto and incorporated herein by reference.                 
(f)  - Reference is made to Schedule I hereto.  

Item 5.         Interest In Securities Of The Issuer                            
               Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D               
relates is 3,589,017 shares, representing 10.87% of the 33,030,994 shares       
outstanding as reported in the Issuer's Form 10-Q for the quarter ended         
September 30, 2002.  The Reporting Persons beneficially own those Securities as 
follows:                                                                        

Name                                                                            

Shares of                                                                       
Common Stock                                                                    
% of Class of                                                                   
Common                                                                          
Gabelli Funds                                                                   

586,000                                                                         
1.77%                                                                           
GAMCO                                                                           

Gabelli & Company                                                               

3,002,617                                                                       

400                                                                             

9.09%                                                                           

0.00%                                                                           

Mario Gabelli                                                                   

Marc Gabelli                                                                    
0                                                                               

0                                                                               

0.00%                                                                           

0.00%                                                                           

           Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Marc  
Gabelli and Gemini. Marc Gabelli is deemed to have beneficial ownership of the  
Securities owned by Gemini. GSI is deemed to have beneficial ownership of the   
Securities beneficially owned by Gabelli & Company.  GAMI and Gabelli Partners  
are deemed to have beneficial ownership of the Securities owned beneficially by 
each of the foregoing persons other than Mario Gabelli, Marc Gabelli, Gemini    
and the Foundation.                                                             
(b) Each of the Reporting Persons and Covered Persons has the sole              
power to vote or direct the vote and sole power to dispose or to direct the     
disposition of the Securities reported for it, either for its own benefit or    
for the benefit of its investment clients or its partners, as the case may be,  
except that (i) GAMCO does not have the authority to vote 98,400 of the         
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with  
respect to the shares of the Issuer held by the Funds so long as the aggregate  
voting interest of all joint filers does not exceed 25% of their total voting   
interest in the Issuer and, in that event, the Proxy Voting Committee of each   
Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy   
Voting Committee of each such Fund may take and exercise in its sole discretion 
the entire voting power with respect to the shares held by such fund under      
special  circumstances such as regulatory considerations, and (iv) the power of 
Mario Gabelli, Marc Gabelli, GAMI, and Gabelli Partners is indirect with        
respect to Securities beneficially owned directly by other Reporting Persons.   
              (c) Information with respect to all transactions in the Securities
which were effected during the past sixty days or since the most recent filing  
on Schedule 13D, whichever is less, by each of the Reporting Persons and        
Covered Persons is set forth on Schedule II annexed hereto and incorporated     
herein by reference.                                                            
(e) Not applicable.                             

Item 7.         Material to be Filed as an Exhibit                              
        The following Exhibit A is incorporated by reference to Exhibit C in the
Amendment No. 8 to Schedule 13D of the Reporting Persons with respect to        
Edgewater Technologies, Inc.                                                    

Exhibit A:                                                                      
Powers of Attorney to Stephen M. DeTore, Douglas R. Jamieson,                   
and James E. McKee from Robert E. Dolan                                         

Powers of Attorney to Stephen M. DeTore, Douglas R. Jamieson,                   
and James E. McKee from Raymond H. Keller.                                      

Powers of Attorney to Stephen M. DeTore, Douglas R.                             
Jamieson,, and James E. McKee from Mario J. Gabelli.                            

Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and                    
James E. McKee from Marc J. Gabelli.                                            

Signature                                                                       
      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        
Dated:  December 3, 2002                                                        

MARIO J. GABELLI                                                                
MARC J. GABELLI                                                                 

By:/s/ James E. McKee                                                           
James E. McKee                                                          
Attorney-in-Fact                                                        

GABELLI FUNDS, LLC                                                              
GABELLI GROUP CAPITAL PARTNERS, INC.                                            
GABELLI ASSET MANAGEMENT INC.                                                   
GABELLI & COMPANY, INC.                                                         

By:/s/ James E. McKee                                                           
James E. McKee                                                          
Secretary                                                               

GAMCO INVESTORS, INC.                                                           

By:/s/ Douglas R. Jamieson                                                      
Douglas R. Jamieson                                                     
Executive Vice President                                                

SCHEDULE I                                                                      

Information with Respect to Executive                                           
Officers and Directors of the Undersigned                                       

Schedule I to Schedule 13D is amended, in pertinent part, as                    
follows:                                                                        

The following sets forth as to each of the executive officers and               
directors of the undersigned: his name; his business address; his               
present principal occupation or employment and the name, principal              
business and address of any corporation or other organization in                
which such employment is conducted.  Unless otherwise specified,                
the principal employer of each such individual is Gabelli Group                 
Capital Partners, Inc., Gabelli Asset Management Inc., Gabelli                  
Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the              
business address of each of which is One Corporate Center, Rye, New             
York 10580, and each such individual identified below is a citizen              
of the United States.  To the knowledge of the undersigned, during              
the last five years, no such person has been convicted in a                     
criminal proceeding (excluding traffic violations or similar                    
misdemeanors), and no such person was a party to a civil proceeding             
of a judicial or administrative body of competent jurisdiction as a             
result of which he was or is subject to a judgment, decree or final             
order enjoining future violations of, or prohibiting or mandating               
activities subject to, federal or state securities law or finding               
any violation with respect to such laws except as reported in Item              
2(d) of this Schedule 13D.                                                      

Gabelli Group Capital Partners,                                                 
Inc.                                                                            
Directors:                                                                      

Mario J. Gabelli                                                

Chief Executive Officer and Chief Investment                                    
Officer of Gabelli Group Capital Partners, Inc.,                                
Gabelli Asset Management Inc., and GAMCO                                        
Investors, Inc.; Director/Trustee of all                                        
registered investment companies advised by Gabelli                              
Funds, LLC; Chairman and Chief Executive Officer                                
of Lynch Interactive Corporation; Vice Chairman of                              
Lynch Corporation.                                                              

Richard B. Black                                                
Vice Chairman of the Board of Directors of Oak                                  
Technology, Inc.; Chairman of ECRM; Director of                                 
The Morgan Group, Inc.; General Partner of KBA                                  
Partners                                                                        
Parker Plaza                                                                    
400 Kelby Street                                                                
Fort Lee, NJ   07029                                                            

Charles C. Baum                                                 

Chairman, Director and Chief Executive Officer of                               
The Morgan Group, Inc.; Secretary & Treasurer                                   
United Holdings Co., Inc.                                                       
2545 Wilkens Avenue                                                             
Baltimore, MD   21223                                                           

Frederic V. Salerno                                                             
Former Vice Chairman                                                            
Verizon Communications, Inc.                                                    
1095 Avenue of the Americas                                                     
New York, New York 10036                                                        

Arnold M. Reichman                                              
Business Consultant                                                             

Marc J. Gabelli                                                 

Managing Director                                                               

Matthew R. Gabelli                                              

Vice President - Trading                                                        
Gabelli & Company, Inc.                                                         
One Corporate Center                                                            
Rye, New York 10580                                                             
Officers:                                                                       

Mario J. Gabelli                                                
Chairman, Chief Executive Officer and Chief                                     
Investment Officer                                                              
Vincent J.                                        
Capurso                                                                         

Executive Vice President and Chief Financial                                    
Officer                                                                         
Robert S. Zuccaro                                               
Vice President                                                                  

James E. McKee                                                  

Vice President, General Counsel and Secretary                                   

Gabelli Asset Management                                                        
Inc.                                                                            
Directors:                                                                      

Raymond C. Avansino,                                            
Jr.                                                                             
Chairman                                                                        
E.L. Wiegand Foundation                                                         
165 West Liberty Street                                                         
Reno, NV 89501                                                                  

Mario J. Gabelli                                                

See Above                                                                       
Paul B. Guenther                                                

Chairman                                                                        
New York Philharmonic                                                           
10 Lincoln Center Plaza                                                         
New York, NY 10023                                                              

John C. Ferrara                                                 
President                                                                       
SPACE.com                                                                       
120 West 45th Street                                                            
New York, NY 10036                                                              

Dr. Eamon M. Kelly                                              
Professor                                                                       
Payson Center for International                                                 
Development Technology Transfer                                                 
Tulane University                                                               
300 Gibson Hall                                                                 
6823 St. Charles Avenue                                                         
New Orleans, LA   70118                                                         

Karl Otto Pohl (1)                                              
Sal. Oppenheim jr. & Cie.                                                       
Bockenheimer Landstrasse 20                                                     
D-6000 FRANKFURT AM MAIN                                                        
Germany                                                                         

Officers:                                                                       

Mario J. Gabelli                                                

Chairman, Chief Executive Officer and Chief                                     
Investment Officer                                                              

Robert S. Zuccaro                                               
Vice President and Chief Financial Officer                                      

James E. McKee                                                  

Vice President, General Counsel and Secretary                                   

GAMCO Investors, Inc.                                                           
Directors:                                                                      

Douglas R. Jamieson                                             
Joseph R. Rindler,                                              
Jr.                                                                             
Regina M. Pitaro                                                
F. William Scholz, II                                           
William S. Selby                                                

Officers:                                                                       

Mario J. Gabelli                                                
Chief Executive Officer and Chief Investment                                    
Officer                                                                         

Joseph R. Rindler,                                              
Jr.                                                                             
Chairman                                                                        

Douglas R. Jamieson                                             
Executive Vice President and Chief Operating                                    
Officer                                                                         

Robert S. Zuccaro                                               
Vice President and Chief Financial Officer                                      

James E. McKee                                                  

Vice President, General Counsel and Secretary                                   
Gabelli Funds, LLC                                                              
Officers:                                                                       

Mario J. Gabelli                                                

Chief Investment Officer                                                        
Bruce N. Alpert                                                 
Executive Vice President and Chief Operating                                    
Officer                                                                         

Gus Coutsouros                                                  
Vice President and Chief Financial Officer                                      

James E. McKee                                                  
Secretary                                                                       

Gabelli Advisers, Inc.                                                          
Directors:                                                                      

Bruce N. Alpert                                                 
John D. Gabelli                                                 
Joseph R. Rindler.                                              
Jr.                                                                             

Officers:                                                                       

Bruce N. Alpert                                                 
Chief Operating Officer                                                         

Gus                                               
Coutsouros                                                                      

Chief Financial Officer                                                         
James E. McKee                                                  
Secretary                                                                       

Gabelli Securities, Inc.                                                        

Directors:                                                                      

Robert W. Blake                                                 
President of W. R. Blake & Sons, Inc.                                           
196-20 Northern Boulevard                                                       
Flushing, NY   11358                                                            

Douglas G. DeVivo                                               
General Partner of ALCE Partners, L.P.                                          
One First Street, Suite 16                                                      
Los Altos, CA   94022                                                           

Joseph R. Rindler,                                              
Jr.                                                                             
See above                                                                       

Officers:                                                                       

Robert S. Zuccaro                                               
Vice President-Finance                                                          

James E. McKee                                                  
Secretary                                                                       

Gabelli & Company, Inc.                                                         
Directors:                                                                      

James G. Webster, III                                           
Chairman & Interim President                                                    

Irene Smolicz                                                   
Senior Trader                                                                   
Gabelli & Company, Inc.                                                         

Robert S. Zuccaro                                               
See above                                                                       

Officers:                                                                       

James G. Webster, III                                           
Chairman & Interim President                                                    

Bruce N. Alpert                                                 
Vice President - Mutual Funds                                                   

Walter K. Walsh                                                 
Compliance Officer                                                              

James E. McKee                                                  
Secretary                                                                       

Lynch Corporation,                                                              
50 Kennedy Plaza, Suite 1250, Providence, RI 02903                              

Directors:                                                                      

Mario J. Gabelli                                                
See above - Gabelli Group Capital Partners, Inc.                                

E. Val Cerutti                                                  
Business Consultant, Cerutti Consultants                                        
227 McLain Street                                                               
Mount Kisco, NY   10540                                                         

Avrum Gray                                                      

Ralph R. Papitto                                    

Richard E. McGrail                                  

Raymond H. Keller                                   

Anthony R.                                          
Pustorino                                                                       
Gbar Limited Partnership                                                        
440 South LaSalle, Suite 2900                                                   
Chicago, IL 60605                                                               

Chairman and Chief Executive Officer                                            

President and Chief Operations Officer                                          

Vice President and Chief Financial Officer                                      

Professor Emeritus                                                              
Pace University                                                                 
1 Martine Avenue                                                                
White Plains, NY 10606                                                          

Officers:                                                                       

Ralph R. Papitto                                                

See above                                                                       
Mario J. Gabelli                                                
Vice Chairman                                                                   

Richard E. McGrail                                              
See above                                                                       

Raymond H. Keller                                               
See above                                                                       

Lynch Interactive Corporation,                                                  
401 Theodore Fremd Avenue Rye, NY 10580                                         

Directors:                                                                      

Paul J. Evanson                                                 
President                                                                       
Florida Light & Power Co.                                                       
P.O. Box 14000                                                                  
700 Universe Blvd.                                                              
Juno Beach, FL 33408                                                            

Mario J. Gabelli                                                
See above - Gabelli Group Capital Partners, Inc.                                

Salvatore Muoio                                                 
Principal                                                                       
S. Muoio & Co., LLC                                                             
Suite 406                                                                       
509 Madison Ave.                                                                
New York, NY 10022                                                              

John C. Ferrara                                                 
See above                                                                       

David C. Mitchell                                               
Business Consultant                                                             
c/o Lynch Interactive Corporation                                               
401 Theodore Fremd Ave.                                                         
Rye, NY 10580                                                                   

Vincent S. Tese                                                 
Lawyer, Investment Adviser and Cable Television                                 
Executive                                                                       
c/o Bear Stearns & Company, Inc.                                                
245 Park Avenue, 19th Floor                                                     
New York, NY 10167                                                              

Frederic V. Salerno                                                             

See above                                                                       

Officers:                                                                       

Mario J. Gabelli                                                
Chairman and Chief Executive Officer                                            

Robert E. Dolan                                                 

Chief Financial Officer                                                         
John Fikre                                        

Vice President - Corporate Development, General                                 
Counsel, and Secretary                                                          

(1) Citizen of Germany                                          

(2) Citizen of the Cayman Islands                               

(3) Citizen of Bermuda                                          

(4) Citizen of Bermuda and Canada                               

(5) Citizen of the UK                                           

(6) Citizen of Switzerland                                      

(7) Citizen of Italy                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		12/4/02		4
		12/3/02		4,  SC 13D/A
		12/2/02		4
		9/30/02		13F-HR,  13F-NT,  13F-NT/A,  SC 13D/A
		5/26/94
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