Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2008, the Board of Directors of Gyrodyne Company of America, Inc. (the "Company") approved an amendment to the Company's Incentive Compensation Plan (the "Plan") to bring the Plan into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and interpretive guidance issued thereunder (collectively, "Section 409A").

The Board of Directors also approved an amendment to the Employment Agreement with Stephen V. Maroney and with Peter Pitsiokos (collectively, the "Employment Agreements") to bring the Employment Agreements into compliance with Section 409A.

The amendments to the Plan and to the Employment Agreements are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Exhibit
10.1 Amendment to Incentive Compensation Plan

10.2 Amendment to Stephen V. Maroney Employment Agreement

10.3 Amendment to Peter Pitsiokos Employment Agreement