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

Date of reporting period: 07/01/04 - 06/30/05
                         ---------------------


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.




3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vance D. Coffman           For       For        Management
1.2   Elect Director Rozanne L. Ridgway         For       For        Management
1.3   Elect Director Louis W. Sullivan          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Eliminate Animal Testing                  Against   Against    Shareholder
5     Implement China Principles                Against   Against    Shareholder


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ALLIANCE ONE INTERNATIONAL INC

Ticker:       AOI            Security ID:  254394109
Meeting Date: APR 1, 2005    Meeting Type: Special
Record Date:  FEB 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Change Company Name                       For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Articles Regarding Certain          For       For        Management
      Shareholder Voting Requirement
5     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
6.1   Elect Director Nigel G. Howard            For       For        Management
6.2   Elect Director William S. Sheridan        For       For        Management
6.3   Elect Director Mark W. Kehaya             For       For        Management
6.4   Elect Director Gilbert L. Klemann, II     For       For        Management
6.5   Elect Director Martin R. Wade, III        For       For        Management
6.6   Elect Director Robert E. Harrison         For       For        Management
6.7   Elect Director B. Clyde Prestar           For       For        Management
2     Other Business                            For       Against    Management


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Ann S. Moore              For       For        Management
1.3   Elect  Director Lawrence A. Weinbach      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Disclose Charitable Contributions and     Against   Against    Shareholder
      Fundraising Efforts
6     Reformulate Products to Remove Chemicals  Against   Against    Shareholder
      Banned by EU


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BONSO ELECTRONICS INTERNATIONAL INC.

Ticker:       BNSO           Security ID:  098529308
Meeting Date: SEP 7, 2004    Meeting Type: Annual
Record Date:  AUG 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony So                For       For        Management
1.2   Elect  Director Kim Wah Chung             For       For        Management
1.3   Elect  Director Cathy Kit Teng Pang       For       For        Management
1.4   Elect  Director Woo Ping Fok              For       For        Management
1.5   Elect  Director John Stewart Jackson Iv   For       For        Management
1.6   Elect  Director George O'Leary            For       For        Management
1.7   Elect  Director Henry F. Schlueter        For       For        Management
2     APPROVAL AND RATIFICATION OF THE          For       Against    Management
      CORPORATION S 2004 STOCK BONUS PLAN.
3     APPROVAL OF THE RATIFICATION OF THE       For       For        Management
      SELECTION OF PRICEWATERHOUSECOOPERS AS THE INDEPENDENT PUBLIC ACCOUNTANTS
      OF THE CORPORATION FOR THE FISCAL YEAR ENDING MARCH 31, 2005.


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BROWN & BROWN, INC.

Ticker:       BRO            Security ID:  115236101
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hyatt Brown            For       For        Management
1.2   Elect  Director Samuel P. Bell, III       For       Withhold   Management
1.3   Elect  Director Hugh M. Brown             For       For        Management
1.4   Elect  Director Bradley Currey, Jr.       For       For        Management
1.5   Elect  Director Jim W. Henderson          For       For        Management
1.6   Elect  Director Theodore J. Hoepner       For       For        Management
1.7   Elect  Director David H. Hughes           For       For        Management
1.8   Elect  Director John R. Riedman           For       For        Management
1.9   Elect  Director Jan E. Smith              For       For        Management
1.10  Elect  Director Chilton D. Varner         For       For        Management
2     Amend Restricted Stock Plan               For       For        Management


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BURLINGTON RESOURCES INC.

Ticker:       BR             Security ID:  122014103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B.T. Alexander             For       For        Management
1.2   Elect Director R.V. Anderson              For       For        Management
1.3   Elect Director L.I. Grant                 For       For        Management
1.4   Elect Director R.J. Harding               For       For        Management
1.5   Elect Director J.T. LaMacchia             For       For        Management
1.6   Elect Director R.L. Limbacher             For       For        Management
1.7   Elect Director J.F. McDonald              For       Withhold   Management
1.8   Elect Director K.W. Orce                  For       Withhold   Management
1.9   Elect Director D.M. Roberts               For       For        Management
1.10  Elect Director J.A. Runde                 For       For        Management
1.11  Elect Director J.F. Schwarz               For       For        Management
1.12  Elect Director W. Scott, Jr.              For       For        Management
1.13  Elect Director B.S. Shackouls             For       For        Management
1.14  Elect Director S.J. Shapiro               For       For        Management
1.15  Elect Director W.E. Wade, Jr              For       For        Management
2     Ratify Auditors                           For       For        Management


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: JUN 1, 2005    Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director Kenneth J. Bacon          For       For        Management
1.3   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.4   Elect  Director Edward D. Breen           For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       Withhold   Management
1.7   Elect  Director Joseph J. Collins         For       For        Management
1.8   Elect  Director J. Michael Cook           For       For        Management
1.9   Elect  Director Brian L. Roberts          For       For        Management
1.10  Elect  Director Ralph J. Roberts          For       For        Management
1.11  Elect  Director Dr. Judith Rodin          For       For        Management
1.12  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Approve Recapitalization Plan             Against   For        Shareholder


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DUNDEE PRECIOUS METALS INC (FORMERLY BGR PRECIOUS METALS)

Ticker:       DPM            Security ID:  265269209
Meeting Date: MAY 6, 2005    Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Colin Benner, Derek Buntain,        For       For        Management
      Michael Cooper, Jonathan Goodman, Ned
      Goodman, Murray John, John Lydall, Garth
      MacRae, Peter Nixon, Ronald Singer, and
      William G. Wilson  as Directors
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


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EPLUS, INC.

Ticker:       PLUS           Security ID:  294268107
Meeting Date: SEP 14, 2004   Meeting Type: Annual
Record Date:  JUL 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terrence O'Donnell        For       For        Management
1.2   Elect  Director Milton E. Cooper, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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FINISH LINE, INC., THE

Ticker:       FINL           Security ID:  317923100
Meeting Date: JUL 22, 2004   Meeting Type: Annual
Record Date:  MAY 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change State of Incorporation from        For       Against    Management
      Deleware to Indiana
2     Approve/Amend  Director & Officer         For       Against    Management
      Indemnification/Liability Provisions
3.1   Elect  Director Alan H. Cohen             For       Withhold   Management
3.2   Elect  Director Jeffrey H. Smulyan        For       For        Management
3.3   Elect  Director Larry J. Sablosky         For       Withhold   Management
3.4   Elect  Director Bill Kirkendall           For       For        Management
3.5   Elect  Director William P. Carmichael     For       For        Management
3.6   Elect  Director David I. Klapper          For       Withhold   Management
3.7   Elect  Director Stephen Goldsmith         For       For        Management
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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FRANCE TELECOM SA

Ticker:                      Security ID:  35177Q105
Meeting Date: SEP 1, 2004    Meeting Type: Special
Record Date:  AUG 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MERGER BY ABSORPTION OF   For       Did Not    Management
      WANADOO BY THE COMPANY                              Vote
2     ASSUMPTION OF STOCK OPTIONS OF WANADOO    For       Did Not    Management
                                                          Vote
3     NOTING THE DEFINITIVE COMPLETION OF THE   For       Did Not    Management
      MERGER BY ABSORPTION OF WANADOO BY THE              Vote
      COMPANY AND THE DISSOLUTION OF WANADOO
4     DELEGATION TO THE BOARD OF DIRECTORS TO   For       Did Not    Management
      ISSUE SHARES RESERVED FOR PERSONS WHO               Vote
      SIGNED A LIQUIDITY CONTRACT WITH THE COMPANY IN THEIR CAPACITY AS HOLDERS
      OF SHARES OR STOCK OPTIONS OF ORANGE S.A.
5     DELEGATION TO THE BOARD OF DIRECTORS TO   For       Did Not    Management
      ISSUE THE SHARE SUBSCRIPTION AND/OR                 Vote
      PURCHASE OPTIONS
6     DELEGATION TO THE BOARD OF DIRECTORS TO   For       Did Not    Management
      ISSUE SHARES OR SECURITIES GIVING ACCESS            Vote
      TO THE COMPANY S SHARE CAPITAL FOR THE
      BENEFIT OF MEMBERS OF A FRANCE TELECOM
      GROUP COMPANY SAVINGS PLAN
7     MODIFICATION TO THE AUTHORIZATION TO THE  For       Did Not    Management
      BOARD OF DIRECTORS TO PURCHASE, RETAIN OR           Vote
      TRANSFER FRANCE TELECOM SHARES AS GRANTED
      BY THE SHAREHOLDERS IN THEIR ORDINARY
      GENERAL MEETING ON APRIL 9, 2004
8     POWERS                                    For       Did Not    Management
                                                          Vote


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GUINOR GOLD CORP

Ticker:                      Security ID:  402036107
Meeting Date: MAY 11, 2005   Meeting Type: Annual/Special
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Tom Preststulen, G.W. Thompson, Jay For       For        Management
      Kellerman, Trevor Schultz, Andrew Adams,
      Edward Reeve as Directors
2     Ratify Pricewaterhouse Coopers LLP as     For       For        Management
      Auditors
3     Approve Stock Option Plan                 For       Against    Management
4     Approve Issuance of Shares in One or More For       For        Management
      Private Placements in Excess of 25% Limit


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IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas Craig              For       For        Management
1.2   Elect  Director Errol B. De Souza, Ph.D.  For       For        Management
1.3   Elect  Director Rebecca M Henderson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management


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IDT CORP.

Ticker:       IDT.C          Security ID:  448947101
Meeting Date: DEC 15, 2004   Meeting Type: Annual
Record Date:  OCT 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard S. Jonas           For       Withhold   Management
1.2   Elect  Director Michael J. Levitt         For       For        Management
1.3   Elect  Director Rudy Boschwitz            For       For        Management
1.4   Elect  Director Saul K. Fenster           For       For        Management
1.5   Elect  Director Joyce J. Mason            For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     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 D. James Guzy              For       For        Management
1.5   Elect Director Reed E. Hundt              For       For        Management
1.6   Elect Director Paul S. Otellini           For       For        Management
1.7   Elect Director David S. Pottruck          For       For        Management
1.8   Elect Director Jane E. Shaw               For       For        Management
1.9   Elect Director John L. Thornton           For       For        Management
1.10  Elect Director David B. Yoffie            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  FEB 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Berick           For       Withhold   Management
1.2   Elect  Director Mary M. Boies             For       For        Management
1.3   Elect  Director Benjamin R. Civiletti     For       Withhold   Management
1.4   Elect  Director Bruce L. Hammonds         For       Withhold   Management
1.5   Elect  Director William L. Jews           For       Withhold   Management
1.6   Elect  Director Randolph D. Lerner        For       Withhold   Management
1.7   Elect  Director Stuart L. Markowitz, M.D. For       Withhold   Management
1.8   Elect  Director William B. Milstead       For       Withhold   Management
1.9   Elect  Director Thomas G. Murdough, Jr.   For       For        Management
1.10  Elect  Director Laura S. Unger            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Performance- Based/Indexed Options        Against   For        Shareholder


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METROGAS S.A.

Ticker:       MGS            Security ID:  591673207
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF TWO SHAREHOLDERS TO        For       For        Management
      APPROVE AND SIGN THE MINUTE.
2     CONSIDERATION OF THE COMPANY S ANNUAL     For       For        Management
      REPORT, BALANCE SHEET, INCOME STATEMENT,
      STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY, STATEMENT OF CASH FLOW, AND
      EXHIBITS AND NOTES THERETO.
3     ALLOCATION OF THE NET RESULT              For       For        Management
      CORRESPONDING TO THE FISCAL YEAR ENDED ON
      DECEMBER 31, 2004.
4     CONSIDERATION OF THE BOARD OF DIRECTORS   For       For        Management
      AND THE SURVEILLANCE COMMITTEE S
      PERFORMANCE.
5     BOARD OF DIRECTORS  AND SURVEILLANCE      For       For        Management
      COMMITTEE S FEES.
6     FEES OF THE AUDITORS OF THE COMPANY S     For       For        Management
      FINANCIAL STATEMENTS FOR FISCAL YEAR
      ENDED DECEMBER 31, 2004.
7     ELECTION OF MEMBERS AND ALTERNATES        For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS BY
      CLASS A SHAREHOLDERS.
8     ELECTION OF MEMBERS AND ALTERNATES        For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS BY
      CLASS B SHAREHOLDERS.
9     ELECTION OF ONE MEMBER AND ONE ALTERNATE  For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS BY CLASS
      C SHAREHOLDERS.
10    ELECTION OF THE MEMBERS AND ALTERNATES    For       For        Management
      MEMBERS OF THE SURVEILLANCE COMMITTEE.
11    Ratify Auditors                           For       For        Management
12    AUDIT COMMITTEE S BUDGET.                 For       For        Management


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METROGAS S.A.

Ticker:       MGS            Security ID:  591673207
Meeting Date: OCT 15, 2004   Meeting Type: Special
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     EXTENSION OF THE DURATION OF THE PROGRAM  For       Did Not    Management
      FOR THE ISSUANCE OF EURO MEDIUM TERM                Vote
      NOTES IN A MAXIMUM AGGREGATE PRINCIPAL
      AMOUNT OUTSTANDING AT ANY TIME OF
      US$600,000,000, OR ITS EQUIVALENT IN
      OTHER CURRENCIES ( THE PROGRAM ).
2     DELEGATION TO THE BOARD OF DIRECTORS,     For       Did Not    Management
      WITH POWERS OF SUB DELEGATION IN ONE OR             Vote
      MORE DIRECTORS OR MANAGERS OF THE
      COMPANY, OF THE POWERS TO AMEND THE TERMS
      AND CONDITIONS OF THE PROGRAM, TO EXECUTE
      THE RELEVANT DOCUMENTS AND TO CARRY OUT
      ALL NECESSARY FILI
3     APPOINTMENT OF TWO SHAREHOLDERS TO SIGN   For       Did Not    Management
      THE MINUTES OF THE SHAREHOLDERS  MEETING.           Vote


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MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  217016104
Meeting Date: FEB 1, 2005    Meeting Type: Special
Record Date:  NOV 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Certificate of Incorporation        For       For        Management
2     Increase Authorized Common Stock          For       None       Management
3     Authorize a New Class of Common Stock     For       None       Management
4     Amend Certificate/Governance-Related      For       None       Management
5     Amend Certificate/Dividend Right          For       None       Management
6     Convert Form of Securities                For       None       Management
7     Convert Form of Securities                For       None       Management
8     Company Specific--Board-Related           For       None       Management
9     Amend Certificate/Increase or Decrease    For       None       Management
      Authorized Class B Stock
10    Directors May be Removed With/Without     For       None       Management
      Cause


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MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Cleghorn          For       For        Management
1.2   Elect  Director Charles M. Herington      For       For        Management
1.3   Elect  Director David P. O'Brien          For       For        Management


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NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

Ticker:       NMHC           Security ID:  636918302
Meeting Date: DEC 8, 2004    Meeting Type: Annual
Record Date:  OCT 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Bigl             For       Withhold   Management
1.2   Elect  Director Paul J. Konigsberg        For       For        Management
1.3   Elect  Director Steven B. Klinsky         For       For        Management
1.4   Elect  Director G. Harry Durity           For       For        Management
1.5   Elect  Director Robert R. Grusky          For       For        Management
1.6   Elect  Director Bert E. Brodsky           For       Withhold   Management
1.7   Elect  Director Gerald Angowitz           For       For        Management
1.8   Elect  Director Michael B. Ajouz          For       For        Management
1.9   Elect  Director Michael T. Flaherman      For       For        Management
1.10  Elect  Director David E. Shaw             For       For        Management
2     Amend Restricted Stock Plan               For       Against    Management


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NEIMAN MARCUS GROUP, INC.                               , THE

Ticker:       NMG.A          Security ID:  640204202
Meeting Date: JAN 14, 2005   Meeting Type: Annual
Record Date:  NOV 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Auditors                           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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NTT DOCOMO INC.

Ticker:                      Security ID:  62942M201
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  MAR 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSED APPROPRIATION OF     For       For        Management
      RETAINED EARNINGS FOR THE 14TH 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
3     PARTIAL AMENDMENT TO THE ARTICLES OF      For       For        Management
      INCORPORATION: A SUMMARY OF THIS ITEM
      APPEARS IN THE  REFERENCE MATERIALS
      PERTAINING TO EXERCISE OF VOTING RIGHTS
      ON PAGE 3
4     ELECTION OF THREE (3) DIRECTORS           For       For        Management
5     ELECTION OF ONE (1) CORPORATE AUDITOR     For       Against    Management
6     AWARD OF RETIREMENT BENEFITS PAYMENTS TO  For       Against    Management
      RETIRING DIRECTORS AND CORPORATE AUDITOR
7     AMENDMENT TO COMPENSATION OF DIRECTORS    For       For        Management


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PMA CAPITAL CORP.

Ticker:       PMACA          Security ID:  693419202
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter S. Burgess          For       For        Management
1.2   Elect  Director James C. Hellauer         For       For        Management
1.3   Elect  Director Roderic H. Ross           For       For        Management
1.4   Elect  Director Charles T. Freeman        For       For        Management
2     Ratify Auditors                           For       For        Management


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PRIME GROUP REALTY TRUST

Ticker:       PGE            Security ID:  74158J103
Meeting Date: JUN 2, 2005    Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas Crocker II         For       For        Management
1.2   Elect Director Christopher J. Nassetta    For       For        Management
2     Ratify Auditors                           For       For        Management


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PRIME GROUP REALTY TRUST

Ticker:       PGE            Security ID:  74158J103
Meeting Date: JUN 28, 2005   Meeting Type: Special
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Other Business                            For       Against    Management


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STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director T. Casner                  For       For        Management
1.4   Elect Director N. Darehshori              For       For        Management
1.5   Elect Director A. Goldstein               For       For        Management
1.6   Elect Director D. Gruber                  For       For        Management
1.7   Elect Director L. Hill                    For       For        Management
1.8   Elect Director C. LaMantia                For       For        Management
1.9   Elect Director R. Logue                   For       For        Management
1.10  Elect Director R. Sergel                  For       For        Management
1.11  Elect Director R. Skates                  For       For        Management
1.12  Elect Director G. Summe                   For       For        Management
1.13  Elect Director D. Walsh                   For       For        Management
1.14  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management


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SURMODICS, INC.

Ticker:       SRDX           Security ID:  868873100
Meeting Date: JAN 31, 2005   Meeting Type: Annual
Record Date:  DEC 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Dale R. Olseth            For       For        Management
2.2   Elect  Director Kenneth H. Keller         For       For        Management
2.3   Elect  Director David A. Koch             For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director James A. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel W. Johnson            For       Withhold   Management
1.2   Elect Director David B. O'Maley           For       For        Management
1.3   Elect Director O'Dell M. Owens Md, Mph    For       For        Management
1.4   Elect Director Craig D. Schnuck           For       Withhold   Management
1.5   Elect Director Warren R. Staley           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Performance- Based/Indexed Options        Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

VALSPAR CORP., THE

Ticker:       VAL            Security ID:  920355104
Meeting Date: FEB 23, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas R. Mcburney        For       For        Management
1.2   Elect  Director Richard M. Rompala        For       For        Management
1.3   Elect  Director Richard L. White          For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 12, 2005   Meeting Type: Annual
Record Date:  NOV 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David W. Bernauer         For       For        Management
1.2   Elect  Director William C. Foote          For       For        Management
1.3   Elect  Director James J. Howard           For       For        Management
1.4   Elect  Director Alan G. McNally           For       For        Management
1.5   Elect  Director Cordell Reed              For       For        Management
1.6   Elect  Director Jeffrey A. Rein           For       For        Management
1.7   Elect  Director David Y. Schwartz         For       For        Management
1.8   Elect  Director John B. Schwemm           For       For        Management
1.9   Elect  Director Marilou M. Von Ferstel    For       For        Management
1.10  Elect  Director Charles R. Walgreen III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.A. Blanchard III         For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       Withhold   Management
1.9   Elect Director Philip J. Quigley          For       For        Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       Withhold   Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   For        Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        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: August 22, 2005