Edgar Filing: BEXIL CORP

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

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Bexil Corporation
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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BEXIL CORPORATION

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Notice of Annual Meeting of Stockholders

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To the Stockholders:

Notice is hereby given that the 2004 Annual Meeting of Stockholders
("Meeting") of Bexil Corporation (the "Company") will be held at the American
Stock Exchange, 86 Trinity Place, 14th Floor, New York, New York on September
16, 2004 at 10:00 a.m., local time, for the following purposes:

1. To amend the Company's Charter to decrease the number of classes of
directors on the Company's Board of Directors from five to three and to
decrease the term of each director from five years to three years; and

2.a If Proposal 1 is approved by stockholders, to elect to the Board of
Directors two directors to serve a one year term, one director to serve a
two year term, and two directors to serve a three year term, each until his
successor is duly elected and qualifies; or

2.b If Proposal 1 is not approved by stockholders, to elect Edward G. Webb, Jr.
as a Class I Director to serve for a four year term, Douglas Wu as a Class
II Director to serve for a five year term, and Charles A. Carroll as a
Class III Director to serve for a one year term and each until his
successor is duly elected and qualifies; and

3. To transact such other business as may properly come before the Meeting.

Stockholders of record at the close of business on June 30, 2004 are
entitled to receive notice of and to vote at the Meeting.

By Order of the Board of Directors

Monica Pelaez
Secretary

New York, New York
August __, 2004

THE MEETING WILL START PROMPTLY AT 10:00 AM, LOCAL TIME. TO AVOID DISRUPTION,
ADMISSION MAY BE LIMITED ONCE THE MEETING STARTS. PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PRE-ADDRESSED REPLY
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. ANY STOCKHOLDER OF
RECORD WHO IS PRESENT AT THE MEETING MAY VOTE IN PERSON INSTEAD OF BY PROXY,
THEREBY CANCELLING ANY PREVIOUS PROXY.

Please Vote Immediately by Signing and Returning the
Enclosed Proxy Card. Delay may cause the Company to incur additional
expenses to solicit votes for the Meeting.

BEXIL CORPORATION

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PROXY STATEMENT

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Annual Meeting of Stockholders
to be held September 16, 2004

This Proxy Statement, dated August __, 2004, is furnished in connection
with a solicitation of proxies by Bexil Corporation (the "Company") to be voted
at the 2004 Annual Meeting of Stockholders of the Company to be held at the
American Stock Exchange, 86 Trinity Place, 14th Floor, New York, New York on
September 16, 2004 at 10:00 a.m., and at any postponement or adjournment thereof
("Meeting") for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Only stockholders of record at the close of business on
June 30, 2004 (the "Record Date") are entitled to be present and to vote on
matters at the Meeting. Stockholders are entitled to one vote for each Company
share held and fractional votes for each fractional Company share held. Shares
represented by executed and unrevoked proxies will be voted in accordance with
the instructions on the Proxy Card. A stockholder may revoke a proxy by
delivering to the Company a signed proxy with a date later than the previously
delivered proxy or by sending a written revocation to the Company. To be
effective, such revocation must be received prior to the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of the Record Date,
the Company had 879,571 shares of common stock issued and outstanding.
Stockholders of the Company will vote as a single class.

It is estimated that proxy materials will be mailed to stockholders as of
the Record Date on or about August __, 2004. The Company's principal executive
offices are located at 11 Hanover Square, New York, New York 10005. Copies of
the Company's most recent Annual and Semi-Annual Reports are available without
charge upon written request to the Company at 11 Hanover Square, New York, New
York 10005, or by calling toll-free 1-800-937-5449. Such reports do not
constitute a part of the proxy solicitation material, except to the extent
incorporated herein by reference.

At the Meeting, stockholders will be asked:

1. To amend the Company's Charter to decrease the number of classes of
directors on the Company's Board of Directors from five to three and
to decrease the term of each director from five years to three years;
and

2.a If Proposal 1 is approved by stockholders, to elect to the Board of
Directors two directors to serve a one year term, one director to
serve a two year term, and two directors to serve a three year term,
each until his successor is duly elected and qualifies; or

2.b If Proposal 1 is not approved by stockholders, to elect Edward G.
Webb, Jr. as a Class I Director to serve for a four year term, Douglas
Wu as a Class II Director to serve for a five year term, and Charles
A. Carroll as a Class III Director to serve for a one year term and
each until his successor is duly elected and qualifies; and

3. To transact such other business as may properly come before the
Meeting.

PROPOSAL 1: TO AMEND TO THE COMPANY'S CHARTER TO DECREASE THE NUMBER OF CLASSES
OF DIRECTORS AND DECREASE THE TERM OF EACH DIRECTOR

A proposal will be presented at the Meeting to approve an amendment (the
"Amendment") to the Company's Charter to decrease the number of classes of
directors to three classes and to decrease the term of each Director to three
years. Currently, the Charter provides for five classes of Directors (designated
as Class I, Class II, Class III, Class IV and Class V), with Directors of each
class serving five year terms. The proposed Amendment to the Company's Charter,
unanimously advised by the Board of Directors, is set forth in Exhibit A to this
Proxy Statement.

The Company's purpose in decreasing the number of classes of Directors on
its Board of Directors and each Director's term of office is to comply with new
rules adopted by the American Stock Exchange LLC on December 1, 2003. Section
802(c) of the American Stock Exchange Company Guide provides that "the Board of
Directors of each listed company may not be divided into more than three
classes. Where the company's charter provides for classes, they should be of
approximately equal size and tenure and directors' terms of office should not
exceed three years." Listed companies, such as the Company, must comply with
this rule by the earlier of (1) the company's first annual stockholders meeting
after March 15, 2004 or (2) October 31, 2004. Therefore, in order to comply with
these new rules and maintain the Company's listing on the American Stock
Exchange, the Board of Directors has unanimously approved and recommended for
stockholder approval a reduction in the number of classes of Directors from five
to three and a reduction in the term of office for each Director from five years
to three years. Because the new rules require that the Company have no more than
three classes of Directors and that each Director's term of office not exceed
three years, failure to approve the Amendment would cause the Company to fail to
meet the standards for continued listing on the American Stock Exchange.

If the Amendment is approved, the Board of Directors will consist of three
classes of directors, with the number of directors in each class as nearly equal
as possible and with each class serving three year terms. Class I Directors will
serve initially until the 2005 annual meeting of stockholders; Class II
Directors will serve initially until the 2006 annual meeting of stockholders;
and Class III Directors will serve initially until the 2007 annual meeting of
stockholders. Additional information regarding each of the Directors is set
forth above under the caption "Proposal 2: Election of Directors."

As the number of Directors on the Board of Directors increases or
decreases, the Company intends to adjust the number of Directors in each class
to remain as nearly equal as possible, with any overage allocated in the
discretion of the Board. Vacancies which occur during the year may be filled by
the Board of Directors and Directors elected to fill the vacancies will serve
until the next annual meeting of stockholders and until their successors are
elected and qualified.

Stockholders should note that the reduction in the number of classes and
length of each Director's term of office may have the effect of making it easier
for a third party to cause a change in control, or takeover, of the Company. A
change in control of the Company would occur when, for example, there is a
change in the identity of a majority of the members of the Board of Directors of
the Company. When a company, such as Bexil, has a five member board of directors
that is divided into five different classes, each of which is elected once every
five years, a third party generally cannot obtain control over a majority of the
seats on the board of directors without engaging in at least three proxy
contests over three years with the company. Under the proposed Amendment, a
third party could possibly obtain control over a majority of the seats on the
Board of Directors of the Company by engaging in two proxy contests over two
years with the Company. As discussed above, however, the American Stock Exchange
rules will prohibit the Company from having more than three classes of
Directors.

Failure to approve the Amendment would cause the Company to fail to meet
the standards for continued listing on the American Stock Exchange and could
lead to the Company's common stock being delisted from the American Stock
Exchange. If the Company's common stock is delisted from trading on the American
Stock Exchange, the Company's common stock may trade over the counter, or not at
all, until the Company's common stock is listed for trading on another exchange
with rules that accommodate the Company's current board structure and that has
listing standards that the Company meets. The Company has not yet investigated
other exchanges and their rules. However, listing on another exchange would
involve a new listing process and listing fees which can be avoided if the
Company can maintain its listing on the American Stock Exchange.

The affirmative vote of the holders of a majority of the number of votes
entitled to be cast is necessary to approve the Amendment. Unless otherwise
instructed, properly executed proxies which are returned in a timely manner will
be voted in favor of approval of the Amendment.

If this Proposal 1 is approved, the Company anticipates filing Articles of
Amendment with the Maryland State Department of Assessments and Taxes promptly
after the Meeting with the Amendment becoming effective upon such filing.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR APPROVAL OF THE
AMENDMENT.

PROPOSAL 2: ELECTION OF DIRECTORS

The Company's Board of Directors is currently divided into five classes
with the term of office of one class expiring each year. Currently, the Class I
director is Frederick A. Parker, Jr., the Class II directors are Peter M.
Kuhlmann and Douglas Wu, the Class III director is Russell E. Burke III, the
Class IV directors are Mark C. Winmill and Thomas B. Winmill and the Class V
director is Bassett S. Winmill. Russell E. Burke III, Peter M. Kuhlmann,
Frederick A. Parker, Jr. and Mark C. Winmill will not stand for re-election.

If the stockholders approve Proposal 1 discussed above, then two Directors
will be nominated for Class I, one Director will be nominated for Class II and
two Directors will be nominated for Class III at the annual meeting. Nominees
for Classes I, II and III are listed below. Class I Directors elected at the
Meeting would hold office until the 2005 annual meeting, the Class II Director
elected at the Meeting would hold office until the 2006 annual meeting, and
Class III Directors elected at the Meeting would hold office until the 2007
annual meeting, and, for all such directors, until their respective successor is
duly elected and qualifies.

If the stockholders do not approve Proposal 1, then Mr. Webb will be
nominated for Class I, Mr. Wu will be nominated for Class II, and Mr. Carroll
will be nominated for Class III, under the Company's currently existing
five-class Board structure. Nominees for Class I, Class II and Class III are
listed below. The Class I Director elected at the Meeting would hold office
until the 2008 annual meeting of stockholders, the Class II Director elected at
the Meeting would hold office until the 2009 annual meeting, and the Class III
Director elected at the Meeting would hold office until 2005, and, for all such
directors, until their respective successors are elected and qualifies.

PROPOSAL 2.a: IF PROPOSAL 1 IS APPROVED BY STOCKHOLDERS, TO ELECT TO THE BOARD
OF DIRECTORS TWO DIRECTORS TO SERVE A ONE YEAR TERM, ONE DIRECTOR
TO SERVE A TWO YEAR TERM, AND TWO DIRECTORS TO SERVE A THREE YEAR
TERM, EACH UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIES.

At the Board of Directors meeting held on June 9, 2004, the Board approved,
if Proposal 1 is approved by stockholders, the nomination of Edward G. Webb, Jr.
and Thomas B. Winmill to serve as Directors in Class I, Douglas Wu to serve as a
Director in Class II, and Charles A. Carroll and Bassett S. Winmill to serve as
Directors in Class III. The nominees will be elected by a plurality of the votes
cast at the Meeting. Unless otherwise noted, the address of record for the
Directors is 11 Hanover Square, New York, New York 10005.

The following table sets forth certain information concerning the nominees
for Directors of the Company.

Other Public Company
Name, Principal Occupation, Business Experience for Past Director Directorships
Five Years, Address, and Age Since Held by Director
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Non-interested Nominees:
Class I:

EDWARD G. WEBB, JR. - Mr. Webb has been an Equity - Winmill & Co. Incorporated
Portfolio Manager for Advanced Asset Management Advisers, Inc.
since October 2002. Mr. Webb was President of Webb Associates,
Ltd. from 1996 to 2004. Prior to that, he served as a Senior
Vice President and Director of Winmill & Co. Incorporated
("WCI"). Mr. Webb was born on March 31, 1939.

Class II:

DOUGLAS WU - Mr. Wu is a Principal of Maxwell Partners. 1997 Tuxis Corporation
Mr. Wu is a director of York Insurance Services Group, Inc. From
July 1998 to December 1998, Mr. Wu was a Principal of Libra
Advisors LLC. From 1996 to 1998, Mr. Wu was Managing
Director-Private Equity Investment, of Rothschild Emerging
Markets LLC / Croesus Capital Management Corporation. Mr. Wu
was born on July 31, 1960.

Class III:
CHARLES A. CARROLL - From 1989 to the present, Mr. - Winmill & Co. Incorporated
Carroll has been affiliated with Kalin Associates, Inc., a member
firm of the New York Stock Exchange. Mr. Carroll was born on
December 18, 1930.

Interested Nominees:
Class I:
THOMAS B. WINMILL - Mr. Winmill is President, Chief 1996 Winmill & Co. Incorporated,
Executive Officer and General Counsel of the Company as well as Tuxis Corporation, Foxby
Foxby Corp., Global Income Fund, Inc., Midas Fund, Inc., Midas Corp., Global Income Fund,
Special Equities Fund, Inc., and Midas Dollar Reserves, Inc. and Inc., Midas Fund, Inc., Midas
of WCI and certain of its affiliates. Mr. Winmill is General Counsel Special Equities Fund, Inc., and
of Tuxis Corporation. Mr. Winmill is a member of the New York Midas Dollar Reserves, Inc.
State Bar and the SEC Rules Committee of the Investment
Company Institute. Mr. Winmill was born on June 25, 1959.

Class III:
BASSETT S. WINMILL - Mr. Winmill is Chairman of the Board 1996 Winmill & Co. Incorporated,
of the Company, as well as Tuxis Corporation and Global Income Tuxis Corporation, and Global
Fund, Inc. and of WCI and certain of its affiliates. Mr. Winmill is Income Fund, Inc.
a member of the New York Society of Security Analysts, the
Association for Investment Management and Research, and the
International Society of Financial Analysts. Mr. Winmill was born
on February 10, 1930.

Bassett S. Winmill, Chairman of the Board of the Company, is the father of
Thomas B. Winmill, the President, Chief Executive Officer, and General Counsel
of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEES.

The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the nominees listed above, unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the nominees. It is not contemplated that the nominees will be unable to serve
as Directors for any reason, but if that should occur prior to the Meeting, the
proxy holders reserve the right to substitute another person or persons of their
choice as nominees. The nominees listed above have consented to being named in
this Proxy Statement and have agreed to serve as Directors if elected.

PROPOSAL 2.b: IF PROPOSAL 1 IS NOT APPROVED BY STOCKHOLDERS, TO ELECT EDWARD G.
WEBB, JR. AS A CLASS I DIRECTOR TO SERVE FOR A FOUR YEAR TERM,
DOUGLAS WU TO SERVE AS A CLASS II DIRECTOR TO SERVE FOR A FIVE
YEAR TERM, AND CHARLES A. CARROLL AS A CLASS III DIRECTOR TO
SERVE FOR A ONE YEAR TERM AND EACH UNTIL HIS SUCCESSOR IS DULY
ELECTED AND QUALIFIES.

At the Board of Directors meeting held on June 9, 2004, the Board approved,
if Proposal 1 is not approved by stockholders, the nomination of Edward G. Webb,
Jr., Douglas Wu , and Charles A. Carroll, to serve as Directors in Class I,
Class II and Class III, respectively. The nominees will be elected by a
plurality of the votes cast at the Meeting. Unless otherwise noted, the address
of record for the Directors is 11 Hanover Square, New York, New York 10005. The
following table sets forth certain information concerning the nominees for Class
I Director, Class II Director, and Class III Director of the Company.

Other Public Company
Name, Principal Occupation, Business Experience for Past Directorships
Five Years, Address, and Age Director Since Held by Director
-------------------------------------------------------------- ------------------ -----------------------------
Non-interested Nominees:
Class I:

EDWARD G. WEBB, JR. - Mr. Webb has been Equity Portfolio - Winmill & Co. Incorporated
Manager for Advanced Asset Management Advisers, Inc. since
October 2002. Mr. Webb was President of Webb Associates, Ltd.
from 1996 to 2004. Prior to that, he served as a Senior Vice
President and Director of Winmill & Co. Incorporated ("WCI").
Mr. Webb was born on March 31, 1939.

Class II:
DOUGLAS WU - Mr. Wu is a Principal of Maxwell Partners. 1997 Tuxis Corporation
Mr. Wu is a director of York Insurance Services Group, Inc. From
July 1998 to December 1998, Mr. Wu was a Principal of Libra
Advisors LLC. From 1996 to 1998, Mr. Wu was Managing
Director-Private Equity Investment, of Rothschild Emerging
Markets LLC / Croesus Capital Management Corporation. Mr. Wu
was born on July 31, 1960.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEES.

The other Directors currently serving on the Board are Thomas B. Winmill
and Bassett S. Winmill. Certain information regarding these Directors is set
forth under Proposal 2.a above.

If Proposal 1 is not approved, the persons named in the accompanying form
of proxy intend to vote each such proxy FOR the election of the nominees listed
above, unless a stockholder specifically indicates on a proxy the desire to
withhold authority to vote for the nominees. It is not contemplated that the
nominees will be unable to serve as Directors for any reason, but if that should
occur prior to the Meeting, the proxy holders reserve the right to substitute
another person or persons of their choice as nominees. The nominees listed above
have consented to being named in this Proxy Statement and have agreed to serve
as Directors if elected.

COMMITTEES OF THE BOARD OF DIRECTORS

Governance, Compensation and Nominating Committee

At a meeting of the Board of Directors on June 9, 2004, the Board of
Directors established a Governance, Compensation and Nominating Committee and
adopted a charter to define and outline the responsibilities of its members. A
copy of the Governance, Compensation and Nominating Committee charter is
attached as Exhibit B. The newly formed Governance, Compensation and Nominating
Committee consists of Russell E. Burke III, Peter M. Kuhlmann, Frederick A.
Parker, Jr., and Douglas Wu, all of whom are independent directors in accordance
with the American Stock Exchange director independence standards. The role of
the Governance, Compensation and Nominating Committee is to assist the Board of
Directors by a) recommending governance guidelines applicable to the Company; b)
identifying, evaluating and recommending the nomination of Board members; c)
setting the compensation of the Company's Chief Executive Officer and performing
other compensation oversight; and d) assisting the Board with other related
tasks, as assigned from time to time.

Prior to the establishment of the Governance, Compensation and Nominating
Committee, director nominees were recommended to the full Board of Directors by
the Company's Chairman and its Chief Executive Officer. Beginning on June 9,
2004, the Governance, Compensation and Nominating Committee assumed this role
with the selection of the nominees set forth in Proposal 2 for the Meeting. In
selecting the nominees set forth in Proposal 2, the Governance, Compensation and
Nominating Committee took into account their independence and the independence
of the Company's full Board of Directors, each nominee's knowledge and
experience and potential contribution to the Board of Directors and its
committees, each nominee's other commitments and each nominee's past service
with the Company or with affiliates of the Company.

The newly formed Governance, Compensation and Nominating Committee has
procedures by which stockholders may recommend director candidates which are set
forth in Exhibit B.

Audit Committee and Audit Committee Report

The Company has an Audit Committee currently comprised of Russell E. Burke
III, Peter M. Kuhlmann, Frederick A. Parker, Jr., and Douglas Wu. In accordance
with its written charter adopted by the Board of Directors, the Audit Committee
assists the Board of Directors in fulfilling its responsibility for oversight of
the quality and integrity of the Company's financial reporting practices. The
purposes of the Audit Committee are (i) to oversee the Company's accounting and
financial reporting policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers; (ii) to oversee
the quality and objectivity of the Company's financial statements and the
independent audit thereof; and (iii) to act as a liaison between the Company's
independent auditors and the full Board of Directors.

In discharging its oversight responsibility as to the audit process for the
fiscal year ended December 31, 2003, the Audit Committee discussed with the
independent auditors their independence from the Company and its management. In
addition, the independent auditors provided the Audit Committee with written
disclosure regarding their independence and the letter required by Independence
Standards Board Standard No. 1. For the fiscal year ended December 31, 2003, the
Audit Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, "Communication with
Audit Committees," and discussed and reviewed the results of the independent
auditors' examination of the Company's financial statements. The Audit Committee
reviewed the audited financial statements of the Company for the fiscal year
ended December 31, 2003 with management and the independent auditors. Management
has the responsibility for the preparation of the Company's financial statements
and the independent auditors have the responsibility for the examination of
those statements. Based upon review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that the Company's audited financial statements be included in its Annual Report
for the fiscal year ended December 31, 2003 for filing with the Securities and
Exchange Commission.

This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Securities Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts. The Audit
Committee Members are independent, as defined in section 121(A) of the listing
standards of the American Stock Exchange. In addition, each Audit Committee
Member qualifies as an "audit committee financial expert" as defined by Rule
401(h) of Regulation S-K by virtue of their education and work experience.

Members of the Audit Committee:

Russell E. Burke III
Peter M. Kuhlmann
Frederick A. Parker, Jr.
Douglas Wu

Executive Committee

The Company has an Executive Committee comprised of Thomas B. Winmill, the
function of which is to exercise the powers of the Board of Directors between
meetings of the Board to the extent permitted by law to be delegated and not
delegated by the Board to any other committee.

Director and Committee Meetings and Director Fees

During the Company's most recently completed fiscal year, the Company's
Board of Directors met four times and acted by written consent three times, the
Audit Committee met two times and did not act by written consent, the
Compensation Committee met one time and did not act by written consent, and the
Executive Committee did not act by written consent. Each Director attended all
Board and committee meetings held during such periods during the time such
director was in office.

Directors of the Company or its subsidiaries who are employees or spouses
of employees do not receive fees for attendance at Board meetings. Currently,
the Company pays its non-employee directors an annual retainer of $1,200, and a
per Company meeting fee of $1,600, and a $1,000 fee per meeting of the board of
York Insurance Services Group, Inc. ("York") plus a $5,000 annual bonus. The
Company also pays such directors $250 per special telephonic Company meeting
attended and per Company committee meeting attended. Directors are reimbursed
for their out-of-pocket expenses incurred in attending meetings of directors and
stockholders.

How to Communicate with the Company's Board of Directors

Stockholders who wish to communicate with the Board of Directors or a
particular director may send a letter to the Secretary of the Company at 11
Hanover Square, New York, New York 10005. The mailing envelope must contain a
clear notation indicating that the enclosed letter is a "Stockholder-Board
Communication" or "Stockholder-Director Communication." All such letters must
identify the author as a stockholder and clearly state whether the intended
recipients are all members of the Board or just certain specified individual
directors. The Secretary will make copies of all such letters and circulate them
to the appropriate director or directors.

STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the direct beneficial
ownership of Company common stock as of the record date by (i) each director and
executive officer and (ii) all directors and executive officers as a group.

Name of Director, Nominee or Officer Number of Shares Percent of Outstanding Shares
---------------------------------------------------------------------------------- -------------------------------------------------

Non-interested Nominees:

Charles A. Carroll 2,700 ****
Edward G. Webb, Jr. 500 ****
Douglas Wu 1,000* ****

Non-interested Directors:
Russell E. Burke III 1,000* ****
Peter M. Kuhlmann 2,400* ****
Frederick A. Parker, Jr. 1,381* ****

Interested Directors:
Bassett S. Winmill 57,541** 6.54%
Mark C. Winmill 3,520* ****
Thomas B. Winmill 95,305** 10.84%

Officers:
Monica Pelaez 4,000*** ****
William G. Vohrer 4,000*** ****
----- ----

Total shares held by directors and officers as a group 165,347 18.41%
======= ======

* Includes options exercisable to purchase 1,000 shares. ** Includes options
exercisable to purchase 50,000 shares. *** Includes options exercisable to
purchase 4,000 shares. **** Less than 1% of the outstanding shares.

To the knowledge of the management of the Company, the following
stockholders beneficially owned 5% or more of the outstanding shares of Company
common stock as of the Record Date:

Approximate Percentage of the
Name and Address Common Stock Company's Total Outstanding Shares
------------------------------------------- ------------------------- ----------------------------------------

Thomas B. Winmill* 95,305 shares 10.84%
11 Hanover Square
New York, New York 10005

Investor Service Center, Inc. 222,644 shares 25.31%
11 Hanover Square
New York, New York 10005

Winmill & Co. Incorporated ** 222,644 shares 25.31%
11 Hanover Square
New York, New York 10005

Bassett S. Winmill*** 280,185 shares 31.85%
11 Hanover Square
New York, New York 10005

* Thomas B. Winmill has indirect beneficial ownership of 26,712 of these shares
held by his spouse and sons. Mr. Winmill disclaims ownership of the shares held
by his spouse and sons. Includes options exercisable to purchase 50,000 shares.
** Winmill & Co. Incorporated has indirect beneficial ownership of these shares,
as a result of its status as a controlling person of Investor Service Center,
Inc., the direct beneficial owner.
*** Bassett S. Winmill has indirect beneficial ownership of 222,644 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial owner. Mr.
Winmill disclaims beneficial ownership of the shares held by Investor Service
Center, Inc. Includes options exercisable to purchase 50,000 shares.

COMPENSATION

Summary Compensation Table

The following table sets forth compensation for the fiscal years ended
December 31, 2003, 2002 and 2001 received by the Company's Chief Executive
Officer. No other executive officer of the Company serving at the end of fiscal
year 2003 had total annual salary and bonus in fiscal year 2003 in excess of
$100,000.

All Other
Annual Compensation Compensation
-------------------------------------------------------------------------- --------------------

Other Annual
Name and Principal Position Year Salary Bonus Compensation
-------------------------------- --------------- -------------- ------------------- ----------------------- --------------------

Thomas B. Winmill 2003 $250,000 $50,000 None None
President and Chief 2002 $150,000 $200,000 None None
Executive Officer 2001 $62,500 None None None

The Company had no bonus, pension, profit-sharing, retirement plans, or
employments in fiscal year 2003.

Directors' Compensation

The aggregate amount of compensation paid to each non-employee director by
the Company for the year ended December 31, 2003, was as follows:

Name of Director Position Aggregate Compensation from the Company
----------------------------------------- ----------------------------------- -----------------------------------------------------

Russell E. Burke III Director (a) (b) $9,000
Frederick A. Parker, Jr. Director (a) (b) $9,000
Douglas Wu* Director (a) (b) $9,000

* Mr. Wu also received $17,000 for his services as a director of York Insurance
Services Group, Inc. in fiscal year 2003.

(a) Member of Governance, Compensation and Nominating Committee
(b) Member of Audit Committee

Compensation Committee Report on Executive Compensation

The Compensation Committee (currently, Governance, Compensation and
Nominating Committee) of the Board of Directors makes decisions on compensation
of the Company's executives. The Compensation Committee establishes the
compensation of Thomas B. Winmill, Chief Executive Officer, based on its
evaluation of Mr. Winmill's performance. It establishes the compensation of the
other officers of the Company in consultation with Mr. Winmill. The full board
of directors reviews all decisions by the Compensation Committee relating to the
compensation of all the Company's officers.

The Company's executive compensation program reflects the philosophy that
compensation should reward executives for outstanding individual performance
and, at the same time, align the interests of executives closely with those of
stockholders. To implement that philosophy, the Company offers each of its
executives a combination of base salary, annual cash bonuses, and the grant of
stock options and other equity based awards. Through this compensation
structure, the Company aims to reward above-average corporate performance and
recognize individual initiative and achievements.

Russell E. Burke III
Peter M. Kuhlmann
Frederick A. Parker, Jr.
Douglas Wu

INDEPENDENT PUBLIC ACCOUNTANTS

Tait, Weller & Baker ("Tait, Weller") has been selected as independent
accountants for the Company for the fiscal period commencing January 1, 2004.
Tait, Weller also acts as independent accountants of WCI and certain of its
affiliates. Apart from its fees received as independent auditors, neither Tait,
Weller nor any of its partners has a direct, or material indirect, financial
interest in the Company or its affiliates. Representatives of Tait, Weller are
not expected to be present at the Meeting but have been given the opportunity to
make a statement if they so desire and are expected to be available to respond
to appropriate questions.

The Company's financial statements for the fiscal years ended December 31,
2002 and 2003 were audited by Tait, Weller. The following table sets forth the
aggregate fees billed for professional services rendered by Tait, Weller:

Fiscal Year Aggregate
Ended Audit-Related All Non-Audit
December 31 Audit Fees Fees Tax Fees Other Fees Fees*
--------------- --------------- ------------------ ------------ ---------------- ---------------

2002 $11,250 $2,250 $3,250 $0 $33,500
2003 $11,750 $3,450 $3,250 $0 $39,815
--------------- --------------- ------------------ ------------ ---------------- ---------------

* Tait, Weller also provides audit and non-audit services to WCI and certain of
its affiliates. The Audit Committee has considered the provision of these
services and has determined such services to be compatible with maintaining
Tait, Weller's independence.

The Company's Audit Committee has adopted a policy to consider for
pre-approval any non-audit services proposed to be provided by the auditors to
the Company, and any non-audit services proposed to be provided by such auditors
to its affiliates, if any, which have a direct impact on Company operations or
financial reporting. Such pre-approval of non- audit services proposed to be
provided by the auditors to the Company is not necessary, however, under the
following circumstances: (1) all such services do not aggregate to more than 5%
of total revenues paid by the Company to the auditor in the fiscal year in which
services are provided, (2) such services were not recognized as non-audit
services at the time of the engagement, and (3) such services are brought to the
attention of the Audit Committee, and approved by the Audit Committee, prior to
the completion of the audit.

ADDITIONAL INFORMATION

At the meeting, the presence in person or by proxy of stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting is
sufficient to constitute a quorum. In the event that a quorum is not present at
the meeting, or if a quorum is present but sufficient votes to approve a
proposal are not received, the chair of the meeting may adjourn the meeting to a
later date and time not more than 120 days after the original record date
without any other notice other than announcement at the meeting. A stockholder
vote may be taken for one or more proposals prior to any adjournment if
sufficient votes have been received for approval. If a proxy is properly
executed and returned accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Company on a particular
matter with respect to which the broker or nominee does not have discretionary
power) or is marked with an abstention (collectively, "abstentions"), the
Company's shares represented thereby will be considered to be present at the
meeting for purposes of determining the existence of a quorum for the
transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue. Abstentions, however, will have the effect of a "no" vote
with respect to Proposal 1.

In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Company may pay persons holding its
shares in their names or those of their nominees for their expenses in sending
soliciting materials to their beneficial owners. The Company will bear the cost
of soliciting proxies. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Company's Proxy

Statement and proxy card in the mail. Within 72 hours of receiving a
stockholder's telephonic voting instructions and prior to the meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Company's's transfer agent at 1-800-937-5449. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Company a written notice of revocation or a subsequently
executed proxy or by attending the meeting and voting in person.

Discretionary Authority; Submission Deadlines for Stockholder Proposals

Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Company did not have notice of a reasonable time prior to mailing this
Proxy Statement to stockholders. The Company's Bylaws provide that in order for
a stockholder to nominate a candidate for election as a Director at an annual
meeting of stockholders or propose business for consideration at such meeting,
written notice generally must be delivered to the Secretary of the Company, at
the principal executive offices, not less than 60 days nor more than 90 days
prior to the first anniversary of the mailing of the notice for the preceding
year's annual meeting. Accordingly, pursuant to such Bylaws and Rule 14a-5(e)(2)
of the 1934 Act, a stockholder nomination or proposal intended to be considered
at the 2005 Annual Meeting must be received by the Secretary no earlier than
______, 2005 nor later than _____, 2005. Proposals should be mailed to the
Company, to the attention of the Company's Secretary, Monica Pelaez, 11 Hanover
Square, New York, New York 10005. In addition, if you wish to have your proposal
considered for the inclusion in the Company's 2005 Proxy Statement, we must
receive it on or before _______, 2005 pursuant to Rule 14a-8(e)(2). The
submission by a stockholder of a proposal for inclusion in the proxy statement
or presentation at the Meeting does not guarantee that it will be included or
presented. Stockholder proposals are subject to certain requirements under the
federal securities laws and the Maryland General Corporation Law and must be
submitted in accordance with the Company's Bylaws.

Compliance with Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Company's Directors and officers, and any persons holding 10% or
more of its common stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the American Stock Exchange.
Based on the Company's review of the copies of such forms it receives, the
Company believes that during the calendar year ended 2003 one late filing was
made with respect to a Schedule 13D filed on behalf of Thomas B. Winmill and
three late filings were made with respect to Form 4's filed on behalf of Mr.
Winmill, Charles A. Carroll and Edward G. Webb, Jr.

Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees

Please advise the Company's transfer agent, American Stock Transfer & Trust
Company, at 1-800-937-5449 whether other persons are the beneficial owners of
the shares for which proxies are being solicited and, if so, the number of
copies of this Proxy Statement and other soliciting material you wish to receive
in order to supply copies to the beneficial owners of shares.

It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed stamped envelope.

EXHIBIT A

ARTICLE VI

PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE CORPORATION
AND OF THE DIRECTORS AND STOCKHOLDERS

(1) The number of directors of the Corporation shall initially be nine (9),
which number may be increased or decreased by or pursuant to the By-Laws of the
Corporation but shall never be less than three nor more than fifteen.

The directors shall be divided into three classes, designated Class I,
Class II, and Class III. Upon approval of this Article VI(1) by stockholders,
Class I directors shall be elected for an initial term of one year, Class II
directors for an initial term of two years, and Class III directors for an
initial term of three years. Upon the expiration of the initial term of each
class, such succeeding class of directors shall be elected for a three-year
term. A director elected at an annual meeting shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. If the number of directors
is changed, any increase or decrease shall be apportioned among the classes, as
of the annual meeting of stockholders next succeeding any such change, so as to
maintain a number of directors in each class as nearly equal as possible. In no
case shall a decrease in the number of directors shorten the term of any
incumbent director.

Any vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the entire Board of
Directors, provided that a quorum is present, and any other vacancy occurring in
the Board of Directors may be filled by a majority of the directors then in
office, whether or not sufficient to constitute a quorum, or by a sole remaining
director; provided, however, that if the stockholders of any class of the
Corporation's capital stock are entitled separately to elect one or more
directors, a majority of the remaining directors elected by that class or the
sole remaining director elected by that class may fill any vacancy among the
number of directors elected by that class. A director elected by the Board of
Directors to fill any vacancy in the Board of Directors shall serve until the
next annual meeting of stockholders and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. At any annual meeting of stockholders,
any director elected to fill any vacancy in the Board of Directors that has
arisen since the preceding annual meeting of stockholders (whether or not any
such vacancy has been filled by election of a new director by the Board of
Directors) shall hold office for a term which coincides with the remaining term
of the class to which such directorship was previously assigned, if such vacancy
arose other than by an increase in the number of directors, and until his
successor shall be elected and shall qualify. In the event such vacancy arose
due to an increase in the number of directors, any director so elected to fill
such vacancy at an annual meeting shall hold office for a term which coincides
with that of the class to which such directorship has been apportioned as
heretofore provided, and until his successor shall be elected and shall qualify.

A director may be removed for cause only, and not without cause, and only
by action taken by the holders of at least eighty percent (80%) of the
outstanding shares of all classes of voting stock then entitled to vote in an
election of such director.

A-1

EXHIBIT B

GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE CHARTER

ROLE

The role of the Governance, Compensation and Nominating Committee (the
"Committee") of Bexil Corporation is to assist the Board of Directors (the
"Board") of the Company by:

1. Recommending to the Board corporate governance guidelines applicable to the
Company; 2. Identifying, reviewing, and evaluating individuals qualified to
become members of the Board; 3. Setting the compensation of the Chief Executive
Officer and performing other compensation oversight; 4. Reviewing and
recommending the nomination of Board members; and 5. Assisting the Board with
other related tasks, as assigned from time to time.

MEMBERSHIP

1. The Committee shall consist of at least three directors, each of whom is to
be free of any relationship that, in the opinion of the Board, would interfere
with his or her exercise of independent judgment. Committee members shall meet
the independence requirements of the American Stock Exchange, as well as all
applicable laws and regulations. 2. Committee members shall be generally
acquainted with corporate governance and compensation issues and have experience
in one or more of the areas of the Committee's responsibilities.
3. The members of the Committee, including the chairperson of the Committee
("Chair"), shall be appointed annually by the Board. Members may be replaced by
the Board or the Executive Committee at any time, but shall otherwise serve
until their successor has been named.

OPERATIONS

1. The Committee shall meet at least once a year at the call of the Chair.
Additional meetings may occur as any member of the Committee requests or its
Chair deems advisable. 2. The Committee shall be governed by the same rules
regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board.
3. The Committee is authorized and empowered to adopt its own rules of procedure
not inconsistent with (a) any provision of this Charter, (b) any provision of
the Bylaws of the Corporation, or (c) the laws of the state of Maryland.

AUTHORITY

1. The Committee will have the resources and authority necessary to discharge
its duties and responsibilities. 2. Any communications between the Committee and
legal counsel in the course of obtaining legal advice will be considered
privileged communications of the Company and the Committee will take all
necessary steps to preserve the privileged nature of those communications.
3. The Committee shall have the authority to form and delegate responsibilities
to subcommittees as appropriate. 4. The Committee shall report to the Board at
the Board's next meeting following any committee meeting.

DUTIES AND RESPONSIBILITIES

The Governance, Compensation and Nominating Committee shall have the following
duties and responsibilities, in addition to any others that may be assigned by
the Board from time to time:

1. Annually evaluate and report to the Board on the performance and
effectiveness of the Board to assist the directors in fulfilling their
responsibilities in a manner that serves the interests of the Company's
stockholders; 2. Assist in identifying, interviewing and recruiting candidates
for the Board; 3. Before recommending an incumbent, replacement, or additional

B-1

director, review his or her qualifications, including capability, availability
to serve, independence, conflicts of interest, and other relevant factors; 4.
Annually present to the Executive Committee a list of individuals recommended
for nomination for election to the Board at the annual meeting of stockholders;
5. Review and make recommendations about changes to the charter of the
Governance, Compensation and Nominating Committee as required in the Committee's
opinion; 6. Review and approve corporate goals and objectives relevant to the
CEO's compensation and evaluate the CEO's performance relative to those goals
and objectives and set the CEO's compensation annually; 7. Make recommendations
annually to the Board with respect to the non-CEO compensation as the Committee
deems appropriate; 8. Produce a report concerning compensation in compliance
with SEC requirements; 9. Develop and recommend to the Board a set of corporate
governance guidelines applicable to the Company; and 10. Review corporate
governance guidelines at least annually and provide any appropriate
recommendations to the Board.

PROCEDURES REGARDING THE CONSIDERATION OF DIRECTOR CANDIDATES RECOMMENDED BY
SECURITY HOLDERS

The Committee will consider appropriate candidates recommended by
stockholders with relevant business experience who can assist the Company or its
business. A stockholder wishing to submit such a recommendation should send a
letter, postmarked no later than January 1 in the year of the meeting, to the
Secretary of the Company at 11 Hanover Square, New York, New York 10005. The
mailing envelope must contain a clear notation that the enclosed letter is a
"Director Nominee Recommendation." The letter must identify the author as a
stockholder and provide:

o The name, address, telephone number and social security number of the
candidate to be considered.
o A description of all arrangements or understandings between the
stockholder and the candidate, and an executed written consent of the
candidate to serve as a director of the Company if so elected.
o A copy of the candidate's resume and at least three bona fide
references.
o An analysis of the candidate's qualifications to serve on the Board of
Directors and on each of the Board's committees.

All candidates recommended for election to the Board of Directors must meet
the independence standards of the American Stock Exchange.

B-2

PROXY CARD
BEXIL CORPORATION

This proxy is solicited by and on behalf of the Company's Board of Directors for
the Annual Meeting of Stockholders on September 16, 2004, and at any
postponement or adjournment thereof.

The undersigned stockholder of Bexil Corporation (the "Company") hereby appoints
Thomas B. Winmill and Monica Pelaez and each of them, the attorneys and proxies
of the undersigned, with full power of substitution in each of them, to attend
the 2004 Annual Meeting of Stockholders to be held at the offices of the Company
at American Stock Exchange, 86 Trinity Place, 14th Floor, New York, New York on
Thursday, September 16, 2004 at 10:00 a.m., and at any postponement or
adjournment thereof ("Meeting") to cast on behalf of the undersigned all votes
that the undersigned is entitled to cast at the Meeting and otherwise to
represent the undersigned at the Meeting with all of the powers possessed by the
undersigned if personally present at the Meeting. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and the accompanying Proxy
Statement and revokes any proxy heretofore given for the Meeting.

The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the nominees
as proposed in the Proxy Statement and in any event in the discretion of the
Proxy holder on any other matter that may properly come before the Meeting.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF BEXIL CORPORATION
September 16, 2004

Please detach along perforated line and mail in
the envelope provided Please date, sign and mail your
proxy card in the envelope provided as soon as possible.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

NOMINEES:

[ ] FOR the nominees (01) Edward G. Webb, Jr.
[ ] WITHHOLD AUTHORITY (02) Thomas B. Winmill
for the nominees (03) Douglas Wu
(04) Charles A. Carroll
(05) Bassett S. Winmill

(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)

-----------------------------------

NOMINEES:

[ ] FOR the nominees (01) Edward G. Webb, Jr.
[ ] WITHHOLD AUTHORITY (02) Douglas Wu
for the nominees (03) Charles A. Carroll

(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)

-----------------------------------

Your vote is important! Please sign and date the proxy/voting
instructions card below and return it promptly in the enclosed
postage-paid envelope or otherwise to Bexil Corporation c/o American
Stock Transfer and Trust Company, 59 Maiden Lane, New York, NY 10038
so that your shares can be represented at the Meeting. If no
instructions are given on a proposal, the proxies will vote FOR the
proposal, in accordance with the Company Board's recommendations.

To change the address on your account, please check the box at
right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account
may not be submitted via this method.

Signature of Stockholder ___________Date:_____

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.