OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    March 31, 2006

Washington, D.C. 20549

Estimated average burden hours per response......14.4

Investment Company Act file number

811-1731

Source Capital, Inc.

(Exact name of registrant as specified in charter)

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA

90064

(Address of principal executive offices)

(Zip code)

J. Richard Atwood, Treasurer

Source Capital, Inc.

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064

(Name and address of agent for service)

Registrant’s telephone number, including area code:

310-473-0225

Date of fiscal year end:

12/31/05

Date of reporting period:

6/30/05

(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 (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);
and

(i)

Whether the registrant cast its vote for or against management.

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

North Fork Bancorporation, Inc.

NFB

659424105

8/31/2004

1. To adopt the agreement and plan of merger, dated as of February 15, 2004, by and between North Fork Bancorporation, Inc. and Greenpoint Financial Corp.

Issuer

Y

For

For

Black Box Corporation

BBOX

091826107

8/10/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of an amendment to the 1992 company stock option plan to increase the number of shares authorized under the plan and to limit the number of shares with respect to options or rights that may be awarded to any one person in any given year

Issuer

Y

For

For

3. Approval of an amendment to the 1992 director stock option plan to increase the number of shares authorized under the plan

Issuer

Y

For

For

4. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending for March 31, 2005

Issuer

Y

For

For

Kemet Corporation

KEM

488360108

7/21/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of KPMG LLP as independent public accountants for the fiscal year ending March 31, 2005

Issuer

Y

For

For

3. Approval of Kemet Corporation’s 2004 long-term equity incentive plan

Issuer

Y

For

For

Plantronics, Inc.

PLT

727493108

7/21/2004

1. Election of Directors

Issuer

Y

For

For

2. To approve the amendment and restatement of the 2003 stock plan, which includes an increase of one million shares of common stock issuable thereunder

Issuer

Y

For

For

3. To approve the amendment to the 2003 stock plan to allow a portion of the shares reserve to be used for awards of restricted stock, restricted stock units and capped stock appreciation rights

Issuer

Y

For

For

4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent accountants of the company for fiscal 2005

Issuer

Y

For

For

National Commerce Financial Corp.

NCF

63545P104

9/15/2004

1. To approve the agreement and plan of merger, dated as of May 7, 2004, by and between Suntrust Banks, Inc. and National Commerce Financial Corporation (“Merger Agreement”), as described in the joint proxy statement-prospectus and the merger agreement

Issuer

Y

For

For

2. To adjourn or postpone the NCF special meeting, if necessary, for the purpose of soliciting additional proxies

Issuer

Y

For

For

Scansource, Inc.

SCSC

806037107

12/2/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval to amend the company’s amended and restated articles of incorporation to increase the number of authorized shares of common stock of the company from 25,000,000 to 45,000,000 shares

Issuer

Y

For

For

3.Ratification of the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending June 30, 2005

Issuer

Y

For

For

Advanced Fibre Communications, Inc.

AFCI

00754A105

11/30/2004

1. The adoption of the agreement and plan of merger, dated as of May 19, 2004, as amended and restated as of September 7, 2004, among Tellabs, Inc., Chardonnay Merger Corp, and Advanced Fibre Communications, Inc. A copy of the agreement is included as Annex A to the proxy statement/prospectus accompanying this proxy card and is summarized therein.

Issuer

Y

For

For

Ocular Sciences, Inc.

OCLR

675744106

11/16/2004

1. Approve and adopt the agreement and plan of merger by and among The Cooper Companies, Inc., TCC Acquisition Corp., a wholly owned subsidiary of Cooper, and Ocular Sciences, Inc., and approve the merger of Ocular with and into TCC Acquisition, with TCC Acquisition surviving the merger as a wholly owned subsidiary of Cooper.

Issuer

Y

For

For

Inveresk Research Group, Inc.

IRGI

461238107

10/20/2004

1. Adopt the agreement and plan of merger, dated as of June 30, 2004, as amended, by and among Charles River Laboratories International, Inc., Indigo Merger I Corp., Indigo Merger II LLC and the company, attached to the proxy statement as Appendix A, and approve the transaction contemplated by the agreement and plan of merger.

Issuer

Y

For

For

2. Approve the adjournment or postponement of the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement referred to in Item 1.

Issuer

Y

For

For

Landauer, Inc.

LDR

51476K103

2/3/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of PricewaterhouseCoopers LLP as auditors

Issuer

Y

For

For

3. Approval of the Landauer, Inc. 2005 long-term incentive plan

Issuer

Y

For

For

Oshkosh Truck Corporation

OSK

688239201

2/1/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of an amendment to the restated articles of incorporation to increase the number of authorized shares of common stock and Class A common stock

Issuer

Y

For

For

Health Management Associates, Inc.

HMA

421933102

2/15/2005

1. Election of Directors

Issuer

Y

For

For

2. Proposal to limit the number of options that may be granted to any individual without stockholder approval.

Shareholder

Y

Against

For

3. Proposal to adopt a policy to limit the amount that the company may charge uninsured patients for health care services.

Shareholder

Y

Against

For

IDEX Corporation

IEX

45167R104

3/22/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of amendment to company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000.

Issuer

Y

For

For

3. Approval of the company’s incentive award plan.

Issuer

Y

For

For

4. Approval of Deloitte & Touche LLP as auditors of the company

Issuer

Y

For

For

Lincare Holdings, Inc.

LNCR

532791100

5/9/2005

1. Election of Directors

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/12/2005

1. Election of Directors

Issuer

Y

For

For

Office Depot, Inc.

ODP

676220106

5/13/2005

1. Election of Directors

Issuer

Y

For

For

2. To ratify audit committee’s appointment of Deloitte & Touche LLP as independent accountants for the term described in the proxy statement.

Issuer

Y

For

For

3. To consider a proposal from a shareholder recommending: (1) that the board amend the bylaws to provide that no corporate officer shall receive annual compensation in excess of the limits established by the Internal Revenue Code for deductibility of employee remuneration and certain other matters, all as more fully described in the proxy statement.

Shareholder

Y

Against

For

4. To consider a proposal from a shareholder recommending that the board of dierctors amend the governance documents (certificate of incorporation or bylaws) of the company to provide that director nominees shall be elected by the affirmative vote of the majority of the votes cast at an annual meeting of shareholders.

Shareholder

Y

Against

For

CDW Corporation

CDWC

12512N105

5/11/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the audit committee’s selection of Pricewaterhousecoopers LLP as the independent registered public acounting firm.

Issuer

Y

For

For

3. Reapprove the performance criteria under the CDW senior management incentive plan so that awards under the plan will continue to receive favorable tax treatment under section 162(M) of the Internal Revenue Code.

Issuer

Y

For

For

Cal Dive International,
Inc.

CDIS

127914109

5/10/2005

1. Election of Directors

Issuer

Y

For

For

2. To amend the company’s 1997 amended and restated articles of incorporation and amended and restated by-laws concerning the Minnesota Business Combinations Act.

Issuer

Y

For

For

3. To approve the 2005 amended and restated articles of incorporation.

Issuer

Y

For

For

4. To approve the Cal Dive International, Inc. 2005 long term incentive plan.

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/3/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

3. Approval to amend and restate the 2003 employee stock option plan to the 2003 incentive plan.

Issuer

Y

For

For

4. Approval to amend and restate the 2003 director stock option plan.

Issuer

Y

For

For

5. Approval to amend the company’s amended and restated articles of incorporation.

Issuer

Y

For

For

Charles River Laboratories International, Inc.

CRL

159864107

5/9/2005

1. Election of Directors

Issuer

Y

For

For

2. Proposal to approve amendments to the company’s 2000 incentive plan to increase the number of shares of common stock available for issuance thereunder from 6,289,000 to 9,889,000 and to provide that shares related to cancelled awards be returned to the plan following such cancellation and be available for future grants.

Issuer

Y

For

For

3. Ratify the appointment of Pricewaterhousecoopers LLP as the company’s independent public auditors for the fiscal year ending December 31, 2005.

Issuer

Y

For

For

Sandisk Corporation

SNDK

80004C101

5/27/2005

1. Election of Directors

Issuer

Y

For

For

2. To approve the implementation of the Sandisk Corporation 2005 stock incentive plan.

Issuer

Y

For

For

3. To approve the implementation of the Sandisk Corporation 2005 employee stock purchase plan and the Sandisk Corporation 2005 international employee stock purchase plan, which will share a common share reserve of the company’s common stock.

Issuer

Y

For

For

4. To ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 1, 2006.

Issuer

Y

For

For

Brown & Brown, Inc.

BRO

115236101

4/21/2005

1. Election of Directors

Issuer

Y

For

For

2. Amendment to stock performance plan.

Issuer

Y

For

For

Crane Co.

CR

224399105

4/25/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of Deloitte & Touche LLP as independent auditors for the company for 2005.

Issuer

Y

For

For

Cognex Corporation

CGNX

192422103

4/21/2005

1. Election of Directors

Issuer

Y

For

For

Carnival Corporation

CCL

143658300

4/13/2005

1. Election of Directors

Issuer

Y

For

For

2. To approve the amended and restated Carnival Corporation 2001 outside director stock plan.

Issuer

Y

For

For

3. To approve the Carnival plc 2005 employee share plan.

Issuer

Y

For

For

4. To approve the Carnival plc 2005 employee stock purchase plan.

Issuer

Y

For

For

5. To re-appoint Pricewaterhousecoopers LLP as independent auditors for Carnival plc and to ratify the selection of Pricewaterhousecoopers LLP as independent registered certified public accountants for Carnival Corporation.

Issuer

Y

For

For

6. To authorize the audit committee of Carnival plc to agree the remuneration of the independent auditors.

Issuer

Y

For

For

7. To receive the accounts and reports for Carnival plc for the financial year ended November 30, 2004.

Issuer

Y

For

For

8. To approve the directors’ remuneration report of Carnival plc.

Issuer

Y

For

For

9. To approve limits on the authority to allot shares by Carnival plc.

Issuer

Y

For

For

10. To approve the disapplication of pre-emption rights for Carnival plc.

Issuer

Y

For

For

11. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market.

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/22/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of appointment of Deloitte & Touche LLP as independent auditors.

Issuer

Y

For

For

Invitrogen Corporation

IVGN

46185R100

4/20/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for fiscal year 2005.

Issuer

Y

For

For

Diebold, Incorporated

DBD

253651103

4/28/2005

1. Election of Directors

Issuer

Y

For

For

2. To ratify the appointment of KPMG LLP as independent auditors for the year 2005.

Issuer

Y

For

For

3. To vote upon the approval of the corporation’s annual cash bonus plan.

Issuer

Y

For

For

Engelhard Corporation

EC

292845104

5/5/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm.

Issuer

Y

For

For

North Fork Bancorporation, Inc.

NFB

659424105

5/3/2005

1. Election of Directors

Issuer

Y

For

For

2. Amendment of certificate of incorporation to increase authorized shares of common stock from 500 million shares to 1 billion shares.

Issuer

Y

For

For

3. Ratification of KPMG LLP as company’s independent auditor for fiscal year 2005.

Issuer

Y

For

For

Manpower Inc.

MAN

56418H100

4/26/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of increase in the number of shares authorized for issuance under the Manpower 1990 employee stock purchase plan.

Issuer

Y

For

For

3. Approval of amendments to the 2003 equity incentive plan of Manpower Inc. to add performance-based equity incentive awards and to make related changes.

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/3/2005

1. Election of Directors

Issuer

Y

For

For

2. Re-approval of the performance measures under the HNI Corporation executive bonus plan.

Issuer

Y

For

For

3. Approval of the HNI Corporation long-term performance plan.

Issuer

Y

For

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/26/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of Deloitte & Touche LLP to serve as the company’s independent auditors.

Issuer

Y

For

For

3. Amend the amended and restated 1988 employee stock purchase plan to increase the number of shares authorized for sale thereunder by 500,000.

Issuer

Y

For

For

Noble Corporation

NE

G65422100

4/28/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of adoption of special resolution of members to amend articles of association to increase director retirement age.

Issuer

Y

For

For

3. Approval of the proposal regarding the amended and restated Noble Corporation 1992 nonqualified stock option plan for non-employee directors.

Issuer

Y

For

For

4. Approval of the proposal to amend the Noble Corporation equity compensation plan for non-employee directors.

Issuer

Y

For

For

5. Approval of the appointment of independent auditors for 2005.

Issuer

Y

For

For

Zebra Technologies Corporation

ZBRA

989207105

5/17/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

The First American Corporation

FAF

318522307

5/18/2005

1. Election of Directors

Issuer

Y

For

For

Arthur J. Gallagher & Co.

AJG

363576109

5/17/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for 2005.

Issuer

Y

For

For

3. Approval of the Arthur J. Gallagher & Co. senior management incentive plan.

Issuer

Y

For

For

4. Approval of the Arthur J. Gallagher & Co. 2005 long-term incentive plan.

Issuer

Y

For

For

Renal Care Group, Inc.

RCI

759930100

6/8/2005

1. Election of Directors

Issuer

Y

For

For

2. Amend the Renal Care Group, Inc. amended and restated employee stock purchase plan, which is referred to as the employee stock purchase plan, to increase the number of shares available under the employee stock purchase plan.

Issuer

Y

For

For

Carmax, Inc.

KMX

143130102

6/21/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of KPMG LLP as independent auditors.

Issuer

Y

For

For

3. Approval of an amendment to the Carmax, Inc. amended and restated 2002 stock incentive plan.

Issuer

Y

For

For

4. Approval of an amendment to the Carmax, Inc. amended and restated 2002 non-employee directors stock incentive plan.

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

7/29/05