UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-PX/A

         ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number 811-09261
                                  ----------------------------------------------

                                   Foxby Corp.
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               (Exact name of registrant as specified in charter)

  11 Hanover Square, 12th Floor, New York, NY                   10005
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   (Address of principal executive offices)                   (Zip code)

                          Thomas B. Winmill, President
                                   Foxby Corp.
                          11 Hanover Square, 12th Floor
                               New York, NY 10005
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                    (Name and address of agent for service)

Registrant's telephone number, including area code: 1-212-344-6310
                                                   ----------------

Date of fiscal year end: 12/31/2004
                        ------------

Date of reporting period: 07/01/03 - 06/30/04
                         ---------------------


Item 1. Proxy Voting Record

     The information contained herein discloses the following information for
each matter relating to a portfolio security considered at any shareholder
meeting held during the period covered by the report and with respect to which
the registrant was entitled to vote:

(a)  The name of the issuer of the portfolio security;

(b)  The exchange ticker symbol of the portfolio security;

(c)  The Council on Uniform Securities Identification Procedures ("CUSIP")
     number for the portfolio security;

(d)  The shareholder meeting date;

(e)  A brief identification of the matter voted on;

(f)  Whether the matter was proposed by the issuer or by a security holder;

(g)  Whether the registrant cast its vote on the matter;

(h)  How the registrant cast its vote; and

(i)  Whether the registrant cast its vote for or against management.



******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-09261
Reporting Period: 07/01/2003 - 06/30/2004
Foxby Corp.









================================= FOXBY CORP. ==================================


ATLANTIS PLASTICS, INC.

Ticker:       AGH            Security ID:  049156102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles D. Murphy, III    For       For        Management
1.2   Elect  Director Chester B. Vanatta        For       For        Management
1.3   Elect  Director Larry D. Horner           For       For        Management
2     Other Business                            For       Against    Management


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BONSO ELECTRONICS INTERNATIONAL INC.

Ticker:       BNSO           Security ID:  98529
Meeting Date: MAR 23, 2004   Meeting Type: ANNUAL
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR ANTHONY SO                 For       Abstain    Management
1.2   ELECT DIRECTOR KIM WAH CHUNG              For       Abstain    Management
1.3   ELECT DIRECTOR CATHY KIT TENG PANG        For       Abstain    Management
1.4   ELECT DIRECTOR WOO PING FOK               For       Abstain    Management
1.5   ELECT DIRECTOR JOHN STEWART JACKSON IV    For       Abstain    Management
1.6   ELECT DIRECTOR GEORGE O'LEARY             For       Abstain    Management
1.7   ELECT DIRECTOR HENRY F. SCHLUETER         For       Abstain    Management
2     APPROVAL AND RATIFICATION OF THE          For       Abstain    Management
      CORPORATION S 2004 STOCK OPTION PLAN.
3     APPROVAL OF THE RATIFICATION OF THE       For       Abstain    Management
      SELECTION OF PRICEWATERHOUSECOOPERS AS THE INDEPENDENT PUBLIC ACCOUNTANTS
      OF THE CORPORATION FOR THE FISCAL YEAR ENDING MARCH 31, 2004.


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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Ticker:       CEDC           Security ID:  153435102
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William V. Carey          For       For        Management
1.2   Elect  Director David Bailey              For       For        Management
1.3   Elect  Director N. Scott Fine             For       For        Management
1.4   Elect  Director Tony Housh                For       For        Management
1.5   Elect  Director Robert P. Koch            For       For        Management
1.6   Elect  Director Jan W. Laskowski          For       For        Management
1.7   Elect  Director Richard Roberts           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R
Meeting Date: NOV 11, 2003   Meeting Type: ANNUAL
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR CAROL A. BARTZ             For       For        Management
1.2   ELECT DIRECTOR LARRY R. CARTER            For       For        Management
1.3   ELECT DIRECTOR JOHN T. CHAMBERS           For       For        Management
1.4   ELECT DIRECTOR DR. JAMES F. GIBBONS       For       For        Management
1.5   ELECT DIRECTOR DR. JOHN L. HENNESSY       For       For        Management
1.6   ELECT DIRECTOR RODERICK C. MCGEARY        For       For        Management
1.7   ELECT DIRECTOR JAMES C. MORGAN            For       For        Management
1.8   ELECT DIRECTOR JOHN P. MORGRIDGE          For       For        Management
1.9   ELECT DIRECTOR DONALD T. VALENTINE        For       For        Management
1.1   ELECT DIRECTOR STEVEN M. WEST             For       For        Management
1.11  ELECT DIRECTOR JERRY YANG                 For       For        Management
2     TO APPROVE AN AMENDMENT AND RESTATEMENT   For       For        Management
      OF THE EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE OF 100,000,000
      SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND A 5-YEAR EXTENSION OF
      THE PLAN, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT
3     TO RATIFY THE APPOINTMENT OF              For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS CISCO S INDEPENDENT AUDITORS FOR THE FISCAL
      YEAR ENDING JULY 31, 2004.
4     PROPOSAL SUBMITTED BY A SHAREHOLDER THAT  Against   Abstain    Shareholder
      THE BOARD PREPARE A REPORT EACH FISCAL
      YEAR ON CISCO HARDWARE AND SOFTWARE
      PROVIDED TO GOVERNMENT AGENCIES AND
      STATE-OWNED COMMUNICATIONS OR INFORMATION
      TECHNOLOGY ENTITIES IN ANY COUNTRY, AS
      MORE FULLY SET FORTH I
5     PROPOSAL SUBMITTED BY SHAREHOLDERS THAT   Against   Abstain    Shareholder
      THE BOARD S COMPENSATION COMMITTEE
      PREPARE AND MAKE AVAILABLE BY JANUARY 1,
      2004, A REPORT COMPARING TOTAL
      COMPENSATION OF THE COMPANY S TOP
      EXECUTIVES AND ITS LOWEST PAID WORKERS IN
      THE U.S. AND ABROAD AS OF SPECIF


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director C. Michael Armstrong      For       For        Management
1.3   Elect  Director Kenneth J. Bacon          For       For        Management
1.4   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       For        Management
1.7   Elect  Director J. Michael Cook           For       For        Management
1.8   Elect  Director Brian L. Roberts          For       For        Management
1.9   Elect  Director Ralph J. Roberts          For       For        Management
1.10  Elect  Director Dr. Judith Rodin          For       For        Management
1.11  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require Two-Thirds Majority of            Against   For        Shareholder
      Independent Directors on Board
6     Political Contributions/Activities        Against   Against    Shareholder
7     Nominate Two Directors for every open     Against   Against    Shareholder
      Directorships
8     Limit Executive Compensation              Against   Against    Shareholder
9     Adopt a Recapitalization Plan             Against   For        Shareholder


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CRESCENT BANKING COMPANY

Ticker:       CSNT           Security ID:  225646108
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director  John S. Dean, Sr.        For       For        Management
1.2   Elect  Director  Charles R. Fendley       For       For        Management
1.3   Elect  Director  Janie Whitfield          For       For        Management
1.4   Elect  Director  Cecil Pruett             For       For        Management


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E*TRADE GROUP, INC.

Ticker:       ET             Security ID:  269246104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald D. Fisher          For       For        Management
1.2   Elect  Director George A. Hayter          For       For        Management
1.3   Elect  Director Donna L. Weaver           For       For        Management
2     Ratify Auditors                           For       For        Management


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FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen B. Ashley         For       For        Management
1.2   Elect  Director Kenneth M. Duberstein     For       For        Management
1.3   Elect  Director Thomas P. Gerrity         For       For        Management
1.4   Elect  Director Timothy Howard            For       For        Management
1.5   Elect  Director Ann Korologos             For       For        Management
1.6   Elect  Director Frederic V. Malek         For       For        Management
1.7   Elect  Director Donald B. Marron          For       For        Management
1.8   Elect  Director Daniel H. Mudd            For       For        Management
1.9   Elect  Director Anne M. Mulcahy           For       For        Management
1.10  Elect  Director Joe K. Pickett            For       For        Management
1.11  Elect  Director Leslie Rahl               For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director H. Patrick Swygert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


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FRANCE TELECOM SA

Ticker:                      Security ID:  35177Q105
Meeting Date: APR 9, 2004    Meeting Type: Special
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL ACCOUNTS FOR THE   For       Did Not    Management
      FISCAL YEAR ENDED DECEMBER 31, 2003.                Vote
2     APPROVAL OF CONSOLIDATED ACCOUNTS FOR THE For       Did Not    Management
      FISCAL YEAR ENDED 31 DECEMBER 2003.                 Vote
3     ALLOCATION OF THE RESULTS FOR THE YEAR    For       Did Not    Management
      ENDED DECEMBER 31, 2003, AS SHOWN IN THE            Vote
      ANNUAL ACCOUNTS, AND DISTRIBUTION.
4     APPROVAL OF THE AGREEMENTS REFERRED TO IN For       Did Not    Management
      ARTICLE L 225-38 OF THE COMMERCIAL CODE.            Vote
5     DELEGATION TO THE BOARD OF DIRECTORS TO   For       Did Not    Management
      BUY, KEEP OR TRANSFER FRANCE TELECOM                Vote
      SHARES.
6     FIXING THE ISSUE PRICE OF SECURITIES      For       Did Not    Management
      WHICH DO NOT CONFER ON THEIR HOLDERS THE            Vote
      SAME RIGHTS AS ORDINARY SHARES.
7     AMENDMENT OF ARTICLES 1, 2 AND 7 OF THE   For       Did Not    Management
      BY-LAWS TO BRING THEM INTO CONFORMITY               Vote
      WITH FRENCH LAW NO. 90-568.
8     AMENDMENT OF ARTICLE 13 OF THE BY-LAWS,   For       Did Not    Management
      RELATING TO THE BOARD OF DIRECTORS.                 Vote
9     AMENDMENT OF ARTICLES 14, 15, 17, 18 AND  For       Did Not    Management
      19 OF THE BY-LAWS RELATING TO THE                   Vote
      CHAIRMAN S POWERS AND TO GENERAL
      MANAGEMENT.
10    AMENDMENT OF THE BY-LAWS TO BRING THEM    For       Did Not    Management
      INTO CONFORMITY WITH THE PROVISIONS OF              Vote
      ARTICLE 55 OF DECREE NO. 67-236.
11    AUTHORITY DELEGATED TO THE BOARD OF       For       Did Not    Management
      DIRECTORS TO ISSUE SHARES RESERVED FOR              Vote
      WANADOO S SHAREHOLDERS.
12    DELEGATION TO THE BOARD OF DIRECTORS TO   For       Did Not    Management
      INCREASE THE CAPITAL FOR THE BENEFIT OF             Vote
      MEMBERS OF FRANCE TELECOM COMPANY SAVINGS
      PLAN.
13    POWERS                                    For       Did Not    Management
                                                          Vote


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HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236
Meeting Date: MAR 17, 2004   Meeting Type: ANNUAL
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR L.T. BABBIO, JR.           For       Abstain    Management
1.2   ELECT DIRECTOR P.C. DUNN                  For       Abstain    Management
1.3   ELECT DIRECTOR C.S. FIORINA               For       Abstain    Management
1.4   ELECT DIRECTOR R.A. HACKBORN              For       Abstain    Management
1.5   ELECT DIRECTOR G.A. KEYWORTH II           For       Abstain    Management
1.6   ELECT DIRECTOR R.E. KNOWLING, JR.         For       Abstain    Management
1.7   ELECT DIRECTOR S.M. LITVACK               For       Abstain    Management
1.8   ELECT DIRECTOR R.L. RYAN                  For       Abstain    Management
1.9   ELECT DIRECTOR L.S. SALHANY               For       Abstain    Management
1.1   ELECT DIRECTOR T.J. PERKINS               For       Abstain    Management
1.11  ELECT DIRECTOR L.S. SALHANY               For       Abstain    Management
2     PROPOSAL TO RATIFY ERNST & YOUNG LLP AS   For       Abstain    Management
      HEWLETT- PACKARD COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
      OCTOBER 31, 2004.
3     APPROVAL OF THE HEWLETT-PACKARD COMPANY   For       Abstain    Management
      2004 STOCK INCENTIVE PLAN
4     SHAREOWNER PROPOSAL ENTITLED  STOCK       Against   Abstain    Shareholder
      OPTION EXPENSING PROPOSAL


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IDT CORPORATION

Ticker:       IDTC           Security ID:  448947
Meeting Date: DEC 15, 2003   Meeting Type: ANNUAL
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR MOSHE KAGANOFF             For       For        Management
1.2   ELECT DIRECTOR JAMES S. GILMORE, III      For       For        Management
1.3   ELECT DIRECTOR JACK F. KEMP               For       For        Management
1.4   ELECT DIRECTOR ADM. WILLIAM A. OWENS      For       For        Management
2     APPROVAL OF AMENDMENTS TO THE COMPANY S   For       For        Management
      1996 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED AND RESTATED, THAT WILL
      (I) PERMIT THE GRANT OF DEFERRED STOCK UNITS UNDER THE PLAN, (II) PERMIT
      THE GRANT OF RESTRICTED STOCK TO NON-EMPLOYEE DIRECTORS AND (III) INC
3     APPROVAL OF THE COMPANY S EMPLOYEE STOCK  For       For        Management
      PURCHASE PLAN.
4     APPROVAL OF THE GRANT OF OPTIONS TO       For       For        Management
      PURCHASE UP TO AN AGGREGATE OF 965,000
      SHARES OF THE COMPANY S CLASS B COMMON STOCK GRANTED OUTSIDE OF THE
      COMPANY S 1996 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED AND RESTATED,
      TO CERTAIN OFFICERS AND DIRECTORS OF TH
5     RATIFICATION OF THE APPOINTMENT OF ERNST  For       For        Management
      & YOUNG LLP, AS THE COMPANY S INDEPENDENT
      AUDITORS FOR THE FISCAL YEAR ENDING JULY
      31, 2004.


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INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


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INTERACTIVE DATA CORPORATION

Ticker:       IDC            Security ID:  45840J107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stuart J. Clark           For       Withhold   Management
1.2   Elect  Director William T. Ethridge       For       Withhold   Management
1.3   Elect  Director John Fallon               For       Withhold   Management
1.4   Elect  Director William B. Gauld          For       Withhold   Management
1.5   Elect  Director Donald P. Greenberg       For       For        Management
1.6   Elect  Director Alan J. Hirschfield       For       Withhold   Management
1.7   Elect  Director Philip J. Hoffman         For       Withhold   Management
1.8   Elect  Director John C. Makinson          For       Withhold   Management
1.9   Elect  Director Carl Spielvogel           For       For        Management
1.10  Elect  Director Allan R. Tessler          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


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INTUIT INC.

Ticker:       INTU           Security ID:  461202
Meeting Date: OCT 30, 2003   Meeting Type: ANNUAL
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR STEPHEN M. BENNETT         For       For        Management
1.2   ELECT DIRECTOR CHRISTOPHER W. BRODY       For       For        Management
1.3   ELECT DIRECTOR WILLIAM V. CAMPBELL        For       For        Management
1.4   ELECT DIRECTOR SCOTT D. COOK              For       For        Management
1.5   ELECT DIRECTOR L. JOHN DOERR              For       For        Management
1.6   ELECT DIRECTOR DONNA L. DUBINSKY          For       For        Management
1.7   ELECT DIRECTOR MICHAEL R. HALLMAN         For       For        Management
1.8   ELECT DIRECTOR STRATTON D. SCLAVOS        For       For        Management
2     APPROVE THE AMENDMENT OF THE INTUIT INC.  For       For        Management
      1996 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF
      COMMON STOCK AVAILABLE UNDER THE PLAN BY 500,000 SHARES (FROM 4,900,000
      SHARES TO 5,400,000 SHARES).
3     RATIFY THE APPOINTMENT OF ERNST & YOUNG   For       For        Management
      LLP AS OUR INDEPENDENT AUDITORS FOR
      FISCAL 2004.


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LEVEL 3 COMMUNICATIONS, INC.

Ticker:       LVLT           Security ID:  52729N100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James Q. Crowe            For       Withhold   Management
1.2   Elect  Director Robert E. Julian          For       Withhold   Management
1.3   Elect  Director Walter Scott, Jr.         For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Other Business                            For       Against    Management


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LJ INTERNATIONAL INC

Ticker:       JADE           Security ID:  G55312105
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Y.C. Yih                  For       For        Management
1.2   Elect  Director K.M. Au                   For       For        Management
1.3   Elect  Director H.T. Ng                   For       For        Management
1.4   Elect  Director P.Y. Yue                  For       For        Management
1.5   Elect  Director L.C. Wang                 For       For        Management


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MATRIX SERVICE COMPANY

Ticker:       MTRX           Security ID:  576853
Meeting Date: MAR 23, 2004   Meeting Type: SPECIAL
Record Date:  FEB 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RATIFY AND APPROVE THE ADOPTION OF THE For       Abstain    Management
      2004 STOCK OPTION PLAN.


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MAXCOR FINANCIAL GROUP, INC.

Ticker:       MAXF           Security ID:  57772G100
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Keith E. Reihl            For       Withhold   Management
1.2   Elect  Director Oscar M. Lewisohn         For       Withhold   Management
1.3   Elect  Director Marc S. Cooper            For       For        Management
2     Ratify Auditors                           For       For        Management


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METROGAS S.A.

Ticker:       MGS            Security ID:  591673207
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF TWO SHAREHOLDERS TO        For       Did Not    Management
      APPROVE AND SIGN THE MINUTES.                       Vote
2     CONSIDERATION OF THE COMPANY S ANNUAL     For       Did Not    Management
      REPORT, BALANCE SHEET, INCOME STATEMENT,            Vote
      STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY, STATEMENT OF CASH FLOW, AND
      EXHIBITS AND NOTES THERETO.
3     ALLOCATION OF THE NET RESULT              For       Did Not    Management
      CORRESPONDING TO THE FISCAL YEAR ENDED ON           Vote
      DECEMBER 31, 2003.
4     CONSIDERATION OF THE BOARD OF DIRECTORS   For       Did Not    Management
      AND THE SURVEILLANCE COMMITTEE S                    Vote
      PERFORMANCE.
5     BOARD OF DIRECTORS  AND SURVEILLANCE      For       Did Not    Management
      COMMITTEE S FEES.                                   Vote
6     FEES OF THE AUDITORS OF THE COMPANY S     For       Did Not    Management
      FINANCIAL STATEMENTS FOR FISCAL YEAR                Vote
      ENDED DECEMBER 31, 2003.
7     ELECTION OF MEMBERS AND ALTERNATE MEMBERS For       Did Not    Management
      OF THE BOARD OF DIRECTORS BY CLASS A                Vote
      SHAREHOLDERS.
8     ELECTION OF MEMBERS AND ALTERNATE MEMBERS For       Did Not    Management
      OF THE BOARD OF DIRECTORS BY CLASS B                Vote
      SHAREHOLDERS.
9     ELECTION OF ONE MEMBER AND ONE ALTERNATE  For       Did Not    Management
      MEMBER OF THE BOARD OF DIRECTORS BY CLASS           Vote
      C SHAREHOLDERS.
10    ELECTION OF THE MEMBERS AND ALTERNATE     For       Did Not    Management
      MEMBERS OF THE SURVEILLANCE COMMITTEE.              Vote
11    Ratify Auditors                           For       Did Not    Management
                                                          Vote
12    AUDIT COMMITTEE S BUDGET.                 For       Did Not    Management
                                                          Vote


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MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918
Meeting Date: NOV 11, 2003   Meeting Type: ANNUAL
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR WILLIAM H. GATES III       For       For        Management
1.2   ELECT DIRECTOR STEVEN A. BALLMER          For       For        Management
1.3   ELECT DIRECTOR JAMES I. CASH JR.          For       For        Management
1.4   ELECT DIRECTOR RAYMOND V. GILMARTIN       For       For        Management
1.5   ELECT DIRECTOR A. MCLAUGHLIN KOROLOGOS    For       For        Management
1.6   ELECT DIRECTOR DAVID F. MARQUARDT         For       For        Management
1.7   ELECT DIRECTOR CHARLES H. NOSKI           For       For        Management
1.8   ELECT DIRECTOR HELMUT PANKE               For       For        Management
1.9   ELECT DIRECTOR WM. G. REED JR.            For       For        Management
1.1   ELECT DIRECTOR JON A. SHIRLEY             For       For        Management
2     ADOPTION OF THE AMENDMENTS TO THE 2001    For       For        Management
      STOCK PLAN
3     ADOPTION OF THE AMENDMENTS TO THE 1999    For       For        Management
      STOCK OPTION PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     SHAREHOLDER PROPOSAL (THE BOARD           Against   Against    Shareholder
      RECOMMENDS A VOTE AGAINST THIS PROPOSAL)


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       For        Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       For        Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


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

NASH FINCH CO.

Ticker:       NAFC           Security ID:  631158102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allister P. Graham        For       For        Management
1.2   Elect  Director Ron Marshall              For       For        Management
1.3   Elect  Director Laura Stein               For       For        Management


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

NOKIA CORPORATION

Ticker:       NOK            Security ID:  654902
Meeting Date: MAR 25, 2004   Meeting Type: ANNUAL
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1A    APPROVAL OF THE INCOME STATEMENTS AND THE For       Abstain    Management
      BALANCE SHEETS.
1B    APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       Abstain    Management
      SHARE.
1C    APPROVAL OF THE DISCHARGE OF THE          For       Abstain    Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
1E.1  ELECT DIRECTOR PAUL J. COLLINS            For       Abstain    Management
1E.2  ELECT DIRECTOR GEORG EHRNROOTH            For       Abstain    Management
1E.3  ELECT DIRECTOR BENGT HOLMSTROM            For       Abstain    Management
1E.4  ELECT DIRECTOR PER KARLSSON               For       Abstain    Management
1E.5  ELECT DIRECTOR JORMA OLLILA               For       Abstain    Management
1E.6  ELECT DIRECTOR MARJORIE SCARDINO          For       Abstain    Management
1E.7  ELECT DIRECTOR VESA VAINIO                For       Abstain    Management
1E.8  ELECT DIRECTOR ARNE WESSBERG              For       Abstain    Management
1E.9  ELECT DIRECTOR ARNE WESSBERG              For       Abstain    Management
1G    APPROVAL OF THE APPOINTMENT OF THE        For       Abstain    Management
      AUDITOR. ( FOR AND ABSTAIN ARE THE ONLY VALID VOTING OPTIONS)
2     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       Abstain    Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
3     APPROVAL OF THE AUTHORIZATION TO THE      For       Abstain    Management
      BOARD TO INCREASE THE SHARE CAPITAL OF
      THE COMPANY.
4     APPROVAL OF THE AUTHORIZATION TO THE      For       Abstain    Management
      BOARD TO REPURCHASE NOKIA SHARES.
5     APPROVAL OF THE AUTHORIZATION TO THE      For       Abstain    Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE
      COMPANY.
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       Abstain    Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF
      NOKIA CORPORATION.
7     MARK THE  FOR  BOX IF YOU WISH TO         For       Abstain    Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCRE


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

NTT DOCOMO INC.

Ticker:                      Security ID:  62942M201
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSED APPROPRIATION OF     For       For        Management
      RETAINED EARNINGS FOR THE 13TH FISCAL
      YEAR.
2     REPURCHASE OF SHARES: A SUMMARY OF THIS   For       For        Management
      ITEM APPEARS IN THE SECTION ENTITLED REFERENCE MATERIALS PERTAINING TO
      EXERCISE OF VOTING RIGHTS ON PAGE 3 HEREIN, BELOW.
3     PARTIAL AMENDMENT TO THE ARTICLES OF      For       Against    Management
      INCORPORATION: A SUMMARY OF THIS ITEM
      APPEARS IN THE  REFERENCE MATERIALS
      PERTAINING TO EXERCISE OF VOTING RIGHTS
      ON PAGE 4 HEREIN, BELOW.
4     ELECTION OF 25 DIRECTORS.                 For       For        Management
5     ELECTION OF 1 CORPORATE AUDITOR.          For       For        Management
6     AWARD OF RETIREMENT BENEFITS PAYMENTS TO  For       Against    Management
      RETIRING DIRECTORS AND CORPORATE AUDITOR.


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


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

QUALCOMM, INCORPORATED

Ticker:       QCOM           Security ID:  747525
Meeting Date: MAR 2, 2004    Meeting Type: ANNUAL
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR ADELIA A. COFFMAN          Against   Withheld   Management
1.2   ELECT DIRECTOR RAYMOND V. DITTAMORE       For       For        Management
1.3   ELECT DIRECTOR IRWIN MARK JACOBS          For       For        Management
1.4   ELECT DIRECTOR RICHARD SULPIZIO           For       For        Management
2     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      2001 STOCK OPTION PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF
      COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN.
3     TO RATIFY THE SELECTION OF                For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
      S INDEPENDENT ACCOUNTANTS FOR THE COMPANY
      S FISCAL YEAR ENDING SEPTEMBER 26, 2004.
      THE BOARD OF DIRECTORS RECOMMENDS A VOTE
      AGAINST PROPOSAL 4
4     BERNARD LUBRAN - TO ELIMINATE THE         Against   For        Shareholder
      CLASSIFIED BOARD.


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

SOLECTRON CORPORATION

Ticker:       SLR            Security ID:  834182
Meeting Date: JAN 7, 2004    Meeting Type: ANNUAL
Record Date:  NOV 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR WILLIAM A. HASLER          For       For        Management
1.2   ELECT DIRECTOR MICHAEL R. CANNON          For       For        Management
1.3   ELECT DIRECTOR RICHARD A. D'AMORE         For       For        Management
1.4   ELECT DIRECTOR HEINZ FRIDRICH             For       For        Management
1.5   ELECT DIRECTOR WILLIAM R. GRABER          For       For        Management
1.6   ELECT DIRECTOR DR. PAUL R. LOW            For       For        Management
1.7   ELECT DIRECTOR C. WESLEY M. SCOTT         For       For        Management
1.8   ELECT DIRECTOR OSAMU YAMADA               For       For        Management
1.9   ELECT DIRECTOR CYRIL YANSOUNI             For       For        Management
2     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      2002 STOCK OPTION PLAN TO PERMIT AN
      OPTION EXCHANGE PROGRAM.
3     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  For       For        Management
      INDEPENDENT AUDITORS OF THE COMPANY FOR
      THE FISCAL YEAR ENDING AUGUST 31, 2004.


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

SPRINT CORP.

Ticker:       FON            Security ID:  852061100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gordon M. Bethune         For       For        Management
1.2   Elect  Director E. Linn Draper, Jr.       For       For        Management
1.3   Elect  Director Deborah A. Henretta       For       For        Management
1.4   Elect  Director Linda Koch Lorimer        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   For        Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Foreign Outsourcing             Against   Against    Shareholder


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810
Meeting Date: NOV 13, 2003   Meeting Type: ANNUAL
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR SCOTT G. MCNEALY           For       For        Management
1.2   ELECT DIRECTOR JAMES L. BARKSDALE         For       For        Management
1.3   ELECT DIRECTOR L. JOHN DOERR              For       For        Management
1.4   ELECT DIRECTOR ROBERT J. FISHER           For       For        Management
1.5   ELECT DIRECTOR MICHAEL E. LEHMAN          For       For        Management
1.6   ELECT DIRECTOR ROBERT L. LONG             For       For        Management
1.7   ELECT DIRECTOR M. KENNETH OSHMAN          For       For        Management
1.8   ELECT DIRECTOR NAOMI O. SELIGMAN          For       For        Management
1.9   ELECT DIRECTOR LYNN E. TURNER             For       For        Management
2     AMENDMENTS TO THE 1990 EMPLOYEE STOCK     For       For        Management
      PURCHASE PLAN. PROPOSAL TO APPROVE
      AMENDMENTS TO SUN S 1990 EMPLOYEE STOCK
      PURCHASE PLAN, INCLUDING AN INCREASE IN
      THE NUMBER OF SHARES OF COMMON STOCK
      RESERVED FOR ISSUANCE THEREUNDER BY
      170,000,000 SHARES OF COMMON
3     RATIFICATION OF APPOINTMENT OF            For       For        Management
      INDEPENDENT AUDITORS. PROPOSAL TO RATIFY
      THE APPOINTMENT OF ERNST & YOUNG LLP, AS
      SUN S INDEPENDENT AUDITORS FOR THE
      CURRENT FISCAL YEAR
4     STOCKHOLDER PROPOSAL ENTITLED  CHINA      Against   Abstain    Shareholder
      BUSINESS PRINCIPLES FOR RIGHTS OF WORKERS
      IN CHINA . PROPOSAL REQUESTING
      IMPLEMENTATION OF PRINCIPLES EMBODIED IN
      CHINA BUSINESS PRINCIPLES FOR RIGHTS OF
      WORKERS IN CHINA


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

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory S. Bentley        For       Withhold   Management
1.2   Elect  Director Michael C. Brooks         For       For        Management
1.3   Elect  Director Cristobal Conde           For       For        Management
1.4   Elect  Director Ramon de Oliveira         For       For        Management
1.5   Elect  Director Henry C. Duques           For       For        Management
1.6   Elect  Director Albert A. Eisenstat       For       For        Management
1.7   Elect  Director Bernard Goldstein         For       For        Management
1.8   Elect  Director Janet Brutschea Haugen    For       For        Management
1.9   Elect  Director James L. Mann             For       For        Management
1.10  Elect  Director Malcolm I. Ruddock        For       For        Management
2     Ratify Auditors                           For       For        Management


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

SYBASE, INC.

Ticker:       SY             Security ID:  871130100
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cecilia Claudio           For       For        Management
1.2   Elect  Director L. William Krause         For       For        Management
1.3   Elect  Director Robert P. Wayman          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Toy             For       For        Management
1.2   Elect  Director Ying Wu                   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne V. Farrell           For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Margaret Osmer Mcquade    For       For        Management
1.4   Elect  Director William D. Schulte        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder

========== END NPX REPORT



                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Foxby Corp.

By: /s/ Thomas B. Winmill
    ----------------------------
    Thomas B. Winmill, President

Date: June 2, 2005