OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    April 30, 2009

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:

7/1/07 to 6/30/08

(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

Tidewater Inc.

TDW

886423102

7/12/2007

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

CDW Corporation

CDWC

12512N105

8/9/2007

1. Approve the agreement and plan of merger, dated as of May 29, 2007, among CDW Corporation, VH Holdings, Inc. (“Parent”) and VH Mergersub, Inc. (“Merger Sub”), which provides for the merger of Merger Sub, a wholly owned subsidiary of Parent, with and into CDW, with CDW continuing as the surviving corporation.

Issuer

Y

Against

Against

2. Adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the agreement and plan of merger.

Issuer

Y

Against

Against

Microchip Technology Incorporated

MCHP

595017104

8/17/2007

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment to the Internal Revenue Code Section 162(m) performance measures under the company’s 2004 equity incentive plan that allows the company to recognize quarterly as well as annual performance measurements, to set performance measurements in percentage terms as well as in dollars, all as more fully described in the proxy statement.

Issuer

Y

Against

Against

3. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2008.

Issuer

Y

For

For

Plantronics, Inc.

PLT

727493108

8/17/2007

1. Election of Directors

Issuer

Y

For

For

2. Ratify and approve an increase of 1.7 million shares of the common stock issuable under the 2003 stock plan.

Issuer

Y

For

For

3. Ratify and approve amendments to the 2002 employee stock purchase plan, which includes an increase of 400,000 shares of the common stock issuable thereunder.

Issuer

Y

For

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for fiscal 2008.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/6/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of the adoption of the 2007 equity incentive plan.

Issuer

Y

For

For

3. Ratify the selection of Ernst & Young LLP as independent auditors for the company for the current fiscal year ending July 31, 2008.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/6/2007

1. Election of Directors

Issuer

Y

For

For

2. Approval of an amendment to the ScanSource, Inc. amended and restated 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, 2008.

Issuer

Y

For

For

CLARCOR Inc.

CLC

179895107

3/31/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the company.

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

4/8/2008

1. Election of Directors

Issuer

Y

For

For

2. Approve the amendment and restatement of the IDEX Corporation incentive award plan.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as auditors of the company for 2008.

Issuer

Y

For

For

Cognex Corporation

CGNX

192422103

4/17/2008

1. Election of Directors

Issuer

Y

For

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/22/2008

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

Carnival Corporation

CCL

143658300

4/22/2008

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, 2007.

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

Graco Inc.

GGG

384109104

4/25/2008

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

Manpower Inc.

MAN

56418H100

4/29/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratification of Deloitte & Touche LLP as independent auditors for 2008.

Issuer

Y

For

For

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

Shareholder

Y

Against

For

Brown & Brown, Inc.

BRO

115236101

4/30/2008

1. Election of Directors

Issuer

Y

For

For

2. Approval of 2008 sharesave plan.

Issuer

Y

For

For

Invitrogen Corporation

IVGN

46185R100

4/30/2008

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 2008.

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 2004 equity incentive plan.

Issuer

Y

For

For

Noble Corporation

NE

G65422100

5/1/2008

1. Election of Directors

Issuer

Y

For

For

2. Approval of the appointment of PricewaterhouseCoopers LLP as independent auditors for 2008.

Issuer

Y

For

For

Polaris Industries Inc.

PII

731068102

5/1/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of Ernst & Young LLP as independent registered auditors for 2008.

Issuer

Y

For

For

Franklin Electric Co., Inc.

FELE

353514102

5/2/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2008 fiscal year.

Issuer

Y

For

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/6/2008

1. Election of Directors

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/6/2008

1A. Election of Director: Miguel M. Calado

Issuer

Y

For

For

1B. Election of Director: Cheryl A. Francis

Issuer

Y

For

For

1C. Election of Director: Larry B. Porcellato

Issuer

Y

For

For

1D. Election of Director: Brian E. Stern

Issuer

Y

For

For

2. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for 2008.

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/6/2008

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Charles River Laboratories International, Inc.

CRL

159864107

5/8/2008

1. Election of Directors

2. Ratify the appointment of Pricewaterhouse Coopers LLP as the company’s independent registered public accountants for the fiscal year ending December 27, 2008.

Issuer

Issuer

Y

Y

For

For

For

For

Heartland Express, Inc.

HTLD

422347104

5/8/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP as the registered public accounting firm of the corporation.

Issuer

Y

For

For

Lincare Holdings Inc.

LNCR

532791100

5/12/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.

Issuer

Y

For

For

AmSurg Corp.

AMSG

03232P405

5/22/2008

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 2008.

Issuer

Y

For

For

Knight Transportation, Inc.

KNX

499064103

5/22/2008

1. Election of Directors

Issuer

Y

For

For

2. Approve the second amendment to the company’s amended and restated 2003 stock option plan to increase the number of shares of common stock reserved for the issuance of stock grants, including stock options, to employees and directors.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2008.

Issuer

Y

For

For

Zebra Technologies Corporation

ZBRA

989207105

5/22/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

Sandisk Corporation

SNDK

80004C101

5/28/2008

1A. Election of Director: Dr. Eli Harari

Issuer

Y

For

For

1B. Election of Director: Irwin Federman

Issuer

Y

For

For

1C. Election of Director: Steven J. Gomo

Issuer

Y

For

For

1D. Election of Director: Eddy W. Hartenstein

Issuer

Y

For

For

1E. Election of Director: Catherine P. Lego

Issuer

Y

For

For

1F. Election of Director: Michael E. Marks

Issuer

Y

For

For

1G. Election of Director: Dr. James D. Meindl

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 28, 2008.

Issuer

Y

For

For

3. Proposal regarding majority voting for directors of the company.

Issuer

Y

Against

For

Signet Group plc

SIG LN

G8126R113

6/6/2008

1. Receive the report and accounts.

Issuer

Y

For

For

2. Approve the directors’ remuneration report.

Issuer

Y

For

For

3. Declare a final dividend.

Issuer

Y

For

For

4. Elect Mr. Lesley Knox as the director.

Issuer

Y

For

For

5. Re-elect Mr. Robert Anderson as the director.

Issuer

Y

For

For

6. Re-elect Mr. Terry Burman as the director.

Issuer

Y

For

For

7. Re-elect Mr. Robert Walker as the director.

Issuer

Y

For

For

8. Re-appoint the auditor.

Issuer

Y

For

For

9. Approve the extension of the company’s sharesave scheme.

Issuer

Y

For

For

10. Approve the extension of the company’s stock savings scheme.

Issuer

Y

For

For

11. Approve the extension of the company’s Irish sharesave scheme.

Issuer

Y

For

For

12. Authorize the directors to allot shares.

Issuer

Y

For

For

13. Approve to disapply the statuutory pre-emption rights on share allotments.

Issuer

Y

For

For

14. Authorize the company to make market purchase of its own shares.

Issuer

Y

For

For

15. Adopt the new articles of association.

Issuer

Y

For

For

CarMax, Inc.

KMX

143130102

6/24/2008

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. 2002 non-employee directors stock incentive plan, as amended and restated.

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

8/29/08