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

Date of reporting period:

7/1/05 to 6/30/06

(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

Plantronics, Inc.

PLT

727493108

7/21/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratify and approve an increase of 1.3 million shares in the common stock issuable under the 2003 stock plan.

Issuer

Y

For

For

3. Ratify and approve an increase of 200,000 shares in the common stock issuable under the 2002 employee stock purchase plan.

Issuer

Y

For

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for fiscal 2006.

Issuer

Y

For

For

Tidewater Inc.

TDW

886423102

7/21/2005

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm.

Issuer

Y

For

For

3. Proposal regarding subjecting non-deductible executive compensation to a stockholder vote.

Shareholder

Y

Against

For

4. Proposal regarding the declassification of the board of directors and the annual election of all directors.

Shareholder

Y

For

Against

Renal Care Group, Inc.

RCI

759930100

8/24/2005

1. Proposal to adopt the agreement, dated as of May 3, 2005, by and among Fresenius Medical Care AG, Fresenius Medical Care Holdings, Inc., Florence Acquisition, Inc. and the company under which Florence Acquisition, Inc. would be merged with and into the company.

Issuer

Y

For

For

2. To grant discretionary authority to adjourn the special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement.

Issuer

Y

For

For

Briggs &

BGG

109043109

10/19/2005

1. Election of Directors

Issuer

Y

For

For

Stratton Corporation

2. Ratification of PricewaterhouseCoopers LLP as the company’s independent auditor.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/1/2005

1. Election of Directors

Issuer

Y

For

For

2. Approval of the proposal to amend the company’s 2002 long-term incentive plan.

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, 2006.

Issuer

Y

For

For

Knight Transportation, Inc.

KNX

499064103

12/21/2005

1. Proposal to approve the company’s 2005 executive cash bonus plan, to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended.

Issuer

Y

For

For

2. Proposal to amend the company’s 2003 stock option plan to comply with Section 162(m) of the Code, and to approve and ratify the company’s amended and restated 2003 stock option plan, which incorporates all prior amendments to the 2003 stock option plan.

Issuer

Y

For

For

Oshkosh Truck

OSK

688239201

2/7/06

1. Election of Directors

Issuer

Y

For

For

Corporation

2. Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the company’s independent auditors for the fiscal year ending September 30, 2006.

Issuer

Y

For

For

Health

HMA

421933102

2/21/2006

1. Election of Directors

Issuer

Y

For

For

Management Associates, Inc.

2. Approve the Health Management Associates, Inc. 2006 outside director restricted stock award plan.

Issuer

Y

For

For

3. Ratify the selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2006.

Issuer

Y

For

For

Zebra

ZBRA

989207105

5/9/06

1. Election of Directors

Issuer

Y

For

For

Technologies Corporation

2. Proposal to approve the 2006 Zebra Technologies Corporation incentive compensation plan.

Issuer

Y

For

For

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

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/11/06

1. Election of Directors

Issuer

Y

For

For

Brown & Brown, Inc.

BRO

115236101

5/10/06

1. Election of Directors

Issuer

Y

For

For

The First

FAF

318522307

5/18/06

1. Election of Directors

Issuer

Y

For

For

American Corporation

2. Approval of the 2006 incentive compensation plan.

Issuer

Y

For

For

Carmax, Inc.

KMX

143130102

6/20/06

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of KPMG LLP as independent registered public accounting firm.

Issuer

Y

For

For

3. Approval of two amendments to the Carmax, Inc. amended and restated 2002 employee stock purchase plan.

Issuer

Y

For

For

Idex Corporation

IEX

45167R104

4/4/06

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Arthur J.

AJG

363576109

5/16/06

1. Election of Directors

Issuer

Y

For

For

Gallagher & Co.

2. Ratification of Ernst & Young LLP as the independent registered public accounting firm of the company for 2006.

Issuer

Y

For

For

Sandisk

SNDK

80004C101

5/25/06

1. Election of Directors

Issuer

Y

For

For

Corporation

2. Approve amendments to the company’s 2005 incentive plan.

Issuer

Y

For

For

3. Approve an amendment to the company’s certificate of incorporation, increasing the authorized amount of common stock from 400,000,000 to 800,000,000 shares.

Issuer

Y

For

For

4. Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2006.

Issuer

Y

For

For

Knight

KNX

499064103

5/24/06

1. Election of Directors

Issuer

Y

For

For

Transportation, Inc.

2. Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2006.

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/21/06

1. Election of Directors

Issuer

Y

For

For

2. Ratification of appointment of Deloitte & Touche LLP as the independent registered public accounting firm.

Issuer

Y

For

For

3. Approval of the amended and restated Graco Inc. stock incentive plan.

Issuer

Y

For

For

4. Approval of the Graco Inc. 2006 employee stock purchase plan.

Issuer

Y

For

For

O’Reilly

ORLY

686091109

5/9/06

1. Election of Directors

Issuer

Y

For

For

Automotive, Inc.

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

Issuer

Y

For

For

Invitrogen

IVGN

46185R100

4/21/06

1. Election of Directors

Issuer

Y

For

For

Corporation

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for fiscal year 2006.

Issuer

Y

For

For

3. Amendment of the company’s 1998 employee stock purchase plan.

Issuer

Y

For

For

4. Amendment of the company’s restated certificate of incorporation.

Issuer

Y

For

For

Noble Corporation

NE

G65422100

4/27/06

1. Election of Directors

Issuer

Y

For

For

2. Approval of the appointment of PricewaterhouseCoopers LLP as independent auditors for 2006.

Issuer

Y

For

For

3. Proposal to separate the positions of Chairman/Chief Executive Officer.

Shareholder

Y

Against

For

Manpower Inc.

MAN

56418H100

4/25/06

1. Election of Directors

Issuer

Y

For

For

2. Ratification of Deloitte & Touche LLP as independent auditors for 2006.

Issuer

Y

For

For

3. Approval of the increase in the number of shares authorized for issuance under the 2003 equity incentive plan of Manpower Inc.

Issuer

Y

For

For

4. Proposal regarding implementation of the MacBride principles in Northern Ireland.

Shareholder

Y

Against

For

CDW Corporation

CDWC

12512N105

5/17/06

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the audit committee’s selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2006.

Issuer

Y

For

For

3. Approval of the CDW 2006 stock incentive plan.

Issuer

Y

For

For

4. Approval of an amendment to the CDW employee stock purchase plan.

Issuer

Y

For

For

Amsurg Corp.

AMSG

03232P405

5/18/06

1. Election of Directors

Issuer

Y

For

For

2. Approval of the Amsurg Corp. 2006 stock incentive plan.

Issuer

Y

For

For

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2006.

Issuer

Y

For

For

Charles River

CRL

159864107

5/9/06

1. Election of Directors

Issuer

Y

For

For

Laboratories International, Inc.

2. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent public auditors for the fiscal year ending December 30, 2006.

Issuer

Y

For

For

Helix Energy Solutions Group, Inc.

HELX

42330P107

5/8/06

1. Election of Directors

Issuer

Y

For

For

Bio-Rad

BIO

090572207

4/25/06

1. Election of Directors

Issuer

Y

For

For

Laboratories, Inc.

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

Issuer

Y

For

For

Cognex Corporation

CGNX

192422103

4/25/06

1. Election of Directors

Issuer

Y

For

For

Polaris Industries

PII

731068102

4/20/06

1. Election of Directors

Issuer

Y

For

For

Inc.

2. Approval of amendments to the Polaris Industries Inc. employee stock purchase plan.

Issuer

Y

For

For

Carnival

CCL

143658300

4/20/06

1. Election of Directors

Issuer

Y

For

For

Corporation

2. Re-appoint PricewaterhouseCoopers LLP as independent auditors for Carnival PLC and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.

Issuer

Y

For

For

3. Authorize the audit committee of Carnival PLC to agree to the remuneration of the independent auditors.

Issuer

Y

For

For

4. Receive the accounts and reports for Carnival PLC for the financial year ended November 30, 2005.

Issuer

Y

For

For

5. Approve the directors’ remuneration report of Carnival PLC.

Issuer

Y

For

For

6. Approve the limits on the authority to allot shares by Carnival PLC.

Issuer

Y

For

For

7. Approve the disapplication of pre-emption rights for Carnival PLC.

Issuer

Y

For

For

8. Approve a general authority for Carnival PLC to buy back Carnival PLC ordinary shares in the open market.

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/2/06

1. Election of Directors

Issuer

Y

For

For

2. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for fiscal 2006.

Issuer

Y

For

For

Lincare Holdings Inc.

LNCR

532791100

5/15/06

1. Election of Directors

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

7/31/06