Gamco Investors, Inc. et al – ‘SC 13D/A’ on 4/19/07 re: Griffin Land & Nurseries Inc – EX-2

On:  Thursday, 4/19/07, at 3:30pm ET   ·   Accession #:  807249-7-122   ·   File #:  5-51253

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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          22±    79K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                 1      4K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      7K 
                          Liquidation or Succession                              

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

Exhibit A                                                                       

                              April 17, 2007

Mr. Frederick M. Danziger                                                       
President and Chief Executive Officer                                           
Griffin Land & Nurseries, Inc.                                                  
One Rockefeller Plaza                                                           
New York, NY  10020                                                             

Dear Mike:                                                                      

Trust all is well.  I just read your 2006 Annual                
Report.                                                                         

Enclosed is a grid that shows "the share creep" since           
'01.                                                                            

We realize it's due to options exercised - but at a             
minimum you should have bought enough shares back to offset                     
the dilution.                                                                   

More importantly, the value of your enterprise is               
materially above where your stock is selling so we remain                       
somewhat miffed at the glacial speed of your share                              
repurchase.                                                                     

On another note, I look forward to discussing the               
notion of harvesting our real estate assets.                                    

Trust you understand.                                                           

                          Sincerely,

                                Mario J. Gabelli

MJG:dm                                                                          
Enclosure                                                                       

GRIF SHARES O/S                                                                 

YEAR            SHARES          YR CHG          CUM                     CUM PCT 

2006            5.132           0.037           0.270           5.6%            
2005            5.095           0.133           0.233           4.8%            
2004            4.962           0.080           0.100           2.1%            
2003            4.882           0.018           0.020           0.4%            
2002            4.864           0.002                                           
2001            4.862                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		4/19/07		4,  SC 13D/A
		4/17/07		DEF 14A,  SC 13D/A
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