FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Priest Jeffrey W 2. Issuer Name and Ticker or Trading Symbol GENERAL AMERICAN INVESTORS CO INC [GAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) GENERAL AMERICAN INVESTORS COMPANY, INC., 100 PARK AVENUE - 35TH FLOOR 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2016 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 12/30/2016   J(1) 6,054 A $ 31.375 68,639 D   Common Stock 12/30/2016   J(1) 1,092 A $ 31.375 12,222 (2) I By Nonprofit Trust (3) Common Stock 12/30/2016   J(4) 3,248 A $ (4) 14,147 I By Thrift Plan Trust (5) Common Stock             18,883 I By Parent (3) Common Stock             48,905 I By Power of Attorney (3) 5.95% Preferred Stock             11,300 I By Nonprofit Trust (3) 5.95% Preferred Stock             2,739 I By Parent (3) 5.95% Preferred Stock             16,121 I By Power of Attorney (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Priest Jeffrey W GENERAL AMERICAN INVESTORS COMPANY, INC. 100 PARK AVENUE - 35TH FLOOR NEW YORK, NY 10017	Â	Â	  President & CEO	Â

Signatures

/s/ Jeffrey W. Priest		02/02/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares received in payment of dividends.
(2)	In the original Form 4 containing this line item filed on November 16, 2016, the amount of securities beneficially held was incorrectly reported as 8,170 shares. The correct number of shares that should have been reported was 11,130 shares. This also affected a Form 4 filed on December 14, 2016. The Form 4 filed on January 10, 2017 should have reflected 12,167 shares to include 1,092 reinvestment shares received on December 30, 2016.
(3)	Mr. Priest has dispositive power but disclaims any beneficial interest in these shares.
(4)	The securities reported herein were acquired on a periodic basis in open market transactions at the prevailing market price pursuant to the Issuer's Employees' Thrift Plan. The information is based upon a statement as of 12/31/2016 issued by the Plan Administrator.
(5)	By Issuer's Employees' Thrift Plan Trust. The undersigned disclaims any beneficial interest in these shares.

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