OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    April 30, 2009

Washington, D.C. 20549

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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:

7/1/06 to 6/30/07

(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

8/22/2006

1. Approve and adopt the agreement and plan of merger, dated as of March 12, 2006 between Capital One Financial Corporation and North Fork Bancorporation, Inc. as it may be amended from time to time, pursuant to which North Fork will merge with and into Capital One.

Issuer

Y

For

For

2. Adjourn or postpone the North Fork annual meeting, if necessary, to solicit additional proxies.

Issuer

Y

For

For

3. Election of Directors

Issuer

Y

For

For

4. Ratification of the appointment of KPMG LLP as North Fork’s independent auditors for 2006.

Issuer

Y

For

For

Microchip Technology Incorporated

MCHP

595017104

8/18/2006

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment to the 2004 equity incentive plan that will remove the 30% limitation on the number of shares that can be granted as restricted stock units so that the company can continue granting restricted stock units instead of stock options as the primary equity compensation incentive.

Issuer

Y

Against

Against

3. Approve an executive management incentive compensation plan to replace the existing plan as it applies to executive officers in order to enhance the company’s ability to obtain tax deductions for “performance compensation” under 162(M) of the Internal Revenue Code of 1986, as amended.

Issuer

Y

For

For

4. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for the fiscal year ending March 31, 2007.

Issuer

Y

For

For

Plantronics, Inc.

PLT

727493108

7/26/2006

1. Election of Directors

Issuer

Y

For

For

2. Ratify and approve an increase of 1.8 million shares in the common stock issuable under the 2003 stock plan and to be used solely for stock option grant awards.

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. Approve the performance bonus plan.

Issuer

Y

For

For

5. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for fiscal 2007.

Issuer

Y

For

For

Tidewater Inc.

TDW

886423102

7/20/2006

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 to declassify the board of directors.

Issuer

Y

For

For

4. Approve the 2006 stock incentive plan.

Issuer

Y

For

For

Briggs & Stratton Corporation

BGG

109043109

10/18/2006

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

3. Ratification of the rights agreement as amended by the board of directors on August 9, 2006.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/7/2006

1. Election of Directors

Issuer

Y

Withhold

Against

2. Approval of the Scansource, Inc. amended and restated directors equity compensation 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, 2007.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/18/2006

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of Ernst & Young LLP as independent auditors for the company for the current fiscal year ending July 31, 2007.

Issuer

Y

For

For

Oshkosh Truck Corporation

OSK

688239201

2/6/2007

1. Election of Directors

Issuer

Y

For

For

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, 2007.

Issuer

Y

For

For

CLARCOR Inc.

CLC

179895107

3/26/2007

1. Election of Directors

Issuer

Y

For

For

2. Adoption of the CLARCOR value added incentive plan.

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

4/3/2007

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Carnival Corporation

CCL

143658300

4/16/2007

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

4. To receive the accounts and reports for Carnival plc for the financial year ended November 30, 2006.

Issuer

Y

For

For

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

Issuer

Y

For

For

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

Issuer

Y

For

For

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

Issuer

Y

For

For

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

Issuer

Y

For

For

9. To approve electronic communications with Carnival plc shareholders.

Issuer

Y

For

For

Cognex Corporation

CGNX

192422103

4/18/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of Cognex Corporation 2007 stock option and incentive plan.

Issuer

Y

For

For

Invitrogen Corporation

IVGN

46185R100

4/19/2007

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 2007.

Issuer

Y

For

For

Polaris Industries Inc.

PII

731068102

4/19/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of the Polaris Industries Inc. 2007 omnibus incentive plan.

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/20/2007

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

3. Approval of the executive officer annual incentive bonus plan.

Issuer

Y

For

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/24/2007

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. Approve the Bio-Rad Laboratories, Inc. 2007 incentive award plan.

Issuer

Y

For

For

Noble Corporation

NE

G65422100

4/26/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of the appointment of PricewaterhouseCoopers LLP as independent auditors for 2007.

Issuer

Y

For

For

Franklin Electric Co., Inc.

FELE

353514102

4/27/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of an amendment to the company’s restated articles of incorporation to increase the number of shares of authorized common stock.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2007 fiscal year.

Issuer

Y

For

For

Manpower Inc.

MAN

56418H100

5/2/2007

1. Election of Directors

Issuer

Y

For

For

2. Ratification of Deloitte & Touche LLP as independent auditors for 2007.

Issuer

Y

For

For

3. Approval of the Manpower corporate senior management annual incentive plan.

Issuer

Y

For

For

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

Shareholder

Y

Against

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/7/2007

1. Election of Directors

Issuer

Y

For

For

Lincare Holdings Inc.

LNCR

532791100

5/7/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of the company’s 2007 stock plan.

Issuer

Y

For

For

3. Shareholder proposal - board diversity.

Shareholder

Y

Against

For

Charles River Laboratories International, Inc.

CRL

159864107

5/8/2007

1. Election of Directors

Issuer

Y

For

For

2. Appprove the company’s 2007 incentive plan authorizing the issuance of up to 6,300,000 shares of common stock.

Issuer

Y

For

For

3. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accountants for the fiscal year ending December 29, 2007.

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/8/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of amendments to the articles of incorporation to eliminate supermajority shareholder voting requirements.

Issuer

Y

For

For

3. Approval of the HNI Corporation 2007 stock-based compensation plan.

Issuer

Y

For

For

4. Approval of the 2007 equity plan for non-employee directors of HNI Corporation.

Issuer

Y

For

For

5. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for 2007.

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/8/2007

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/10/2007

1. Election of Directors

Issuer

Y

For

For

Brown & Brown, Inc.

BRO

115236101

5/16/2007

1. Election of Directors

Issuer

Y

For

For

AmSurg Corp.

AMSG

03232P405

5/17/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of the amendments to the AmSurg Corp. 2006 stock incentive plan.

Issuer

Y

For

For

3. Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2007.

Issuer

Y

For

For

The First American Corporation

FAF

318522307

5/24/2007

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2007.

Issuer

Y

For

For

Knight Transportation, Inc.

KNX

499064103

5/24/2007

1. Election of Directors

Issuer

Y

For

For

2. Approve Knight Transportation, Inc. second amended and restated articles of incorporation.

Issuer

Y

For

For

3. Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2007.

Issuer

Y

For

For

Sandisk Corporation

SNDK

80004C101

5/24/2007

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 30, 2007.

Issuer

Y

For

For

3. Shareholder proposal regarding performance-vesting shares.

Shareholder

Y

Against

For

Zebra Technologies Corporation

ZBRA

989207105

5/24/2007

1. Election of Directors

Issuer

Y

For

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

CDW Corporation

CDWC

12512N105

6/5/2007

1A. Election of nominee:  Michelle L. Collins

Issuer

Y

For

For

1B. Election of nominee:  Casey G. Cowell

Issuer

Y

For

For

1C. Election of nominee:  John A. Edwardson

Issuer

Y

For

For

1D. Election of nominee:  Daniel S. Goldin

Issuer

Y

For

For

1E. Election of nominee:  Thomas J. Hansen

Issuer

Y

For

For

1F. Election of nominee:  Donald P. Jacobs

Issuer

Y

For

For

1G. Election of nominee:  Stephan A. James

Issuer

Y

For

For

1H. Election of nominee:  Michael P. Krasny

Issuer

Y

For

For

1I. Election of nominee:  Terry L. Lengfelder

Issuer

Y

For

For

1J. Election of nominee:  Susan D. Wellington

Issuer

Y

For

For

1K. Election of nominee:  Brian E. Williams

Issuer

Y

For

For

2. Ratification of the audit committee’s selection of PricewaterhouseCoopers LLP as CDW’s independent registered public accounting firm for 2007.

Issuer

Y

For

For

CarMax, Inc.

KMX

143130102

6/26/2007

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 the Carmax, Inc. annual performance-based bonus plan, as amended and restated.

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

7/31/07