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:

12/31/04

Date of reporting period:

6/30/04

(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

Black Box Corporation

BBOX

091826107

8/12/2003

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

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 public accountants of the company for the fiscal year ending for 3/31/2004

Issuer

Y

For

For

Clayton Homes, Inc.

CMH

184190106

7/16/2003

1. Proposal to adopt the agreement and plan of merger, dated as of April 1, 2003, by and among Berkshire Hathaway Inc., B Merger Sub Inc. and Clayton Homes, Inc., as the merger agreement may be amended from time to time

Issuer

Y

Against

Against

Kemet Corporation

KEM

488360108

7/23/2003

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, 2004

Issuer

Y

For

For

Tidewater Inc.

TDW

886423102

7/31/2003

1. Election of Directors

Issuer

Y

For

For

Scansource, Inc.

SCSC

806037107

12/4/2003

1. Election of Directors

Issuer

Y

For

For

2.Approval of the company’s 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, 2004

Issuer

Y

For

For

Health Management Associates, Inc.

HMA

421933102

2/17/2004

1. Election of Directors

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

3/23/2004

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Landauer, Inc.

LDR

51476K103

2/4/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of PricewaterhouseCoopers LLP as auditors

Issuer

Y

For

For

Advanced Fibre Communications, Inc.

AFCI

00754A105

5/20/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of KPMG LLP as independent auditors of the corporation for 2004

Issuer

Y

For

For

Tidewater Inc.

TDW

886423102

7/15/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of Deloitte & Touche LLP as independent auditors

Issuer

Y

For

For

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

Shareholder

Y

For

Against

Cal Dive International, Inc.

CDIS

127914109

5/11/2004

1. Election of Directors

Issuer

Y

For

For

Renal Care Group, Inc.

RCI

759930100

6/9/2004

1. Election of Directors

Issuer

Y

For

For

2. Approve the Renal Care Group, Inc. 2004 stock and incentive compensation plan

Issuer

Y

For

For

3. Approve an amendment to the Renal Care Group, Inc. 1996 stock option plan for outside directors to allow the grant of options to directors who are medical directors and the chairman or vice chairman of the board of directors, if such director is not also an employee of the company

Issuer

Y

For

For

4. Approve an amendment to the Renal Care Group, Inc. certificate of incorporation to increase the number of authorized shares of its $0.01 par value common stock from 90,000,000 shares to 150,000,000 shares

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/4/2004

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

3A. Ratification of new class I director (term to expire in 2006): John Murphy

Issuer

Y

For

For

3B. Ratification of new class I director (term to expire in 2006): Ronald Rashkow

Issuer

Y

For

For

HON Industries Inc.

HNI

438092108

5/4/2004

1. Election of Directors

Issuer

Y

For

For

2. Change the corporation’s name to HNI Corporation by amending section 1.01 of the corporation’s articles of incorporation

Issuer

Y

Against

Against

3. Update anti-takeover provisions of the corporation’s articles of incorporation to be more consistent with current Iowa law

Issuer

Y

For

For

Manpower Inc.

MAN

56418H100

4/27/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of PricewaterhouseCoopers LLP as Manpower’s independent auditors for the fiscal year ending December 31, 2004

Issuer

Y

For

For

Lincare Holdings, Inc.

LNCR

532791100

5/17/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of the company’s 2004 stock plan

Issuer

Y

For

For

National Commerce Financial Corp.

NCF

63545P104

4/28/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the audit committee’s appointment of KPMG LLP, independent certified public accountants, as auditors of the company for the year ending December 31, 2004

Issuer

Y

For

For

Engelhard Corporation

EC

292845104

5/6/2004

1. Election of Directors

Issuer

Y

For

For

Zebra Technologies Corporation

ZBRA

989207105

6/3/2004

1. Election of Directors

Issuer

Y

For

For

2. Amend the certificate of incorporation

Issuer

Y

For

For

3. Ratify KPMG LLP as independent auditors

Issuer

Y

For

For

4. Proposal regarding the charter of the nominating committee

Shareholder

Y

Against

For

Triquint Semiconductor, Inc.

TQNT

89674K103

5/14/2004

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment to the Triquint Semiconductor, Inc. 1996 stock incentive program to increase the aggregate number of shares of common stock that may be issued thereunder by 5,000,000 shares

Issuer

Y

For

For

3. Ratify the audit committee’s appointment of KPMG LLP as Triquint’s independent auditors for the fiscal year ending December 31, 2004

Issuer

Y

For

For

Ocular Sciences, Inc.

OCLR

675744106

5/21/2004

1. Election of Directors

Issuer

Y

For

For

2. Amend the company’s 1997 equity incentive plan

Issuer

Y

For

For

3. Ratify the selection of KPMG LLP as independent auditors of the company for the year ending December 31, 2004

Issuer

Y

For

For

Office Depot, Inc.

ODP

676220106

5/14/2004

1. Election of Directors

Issuer

Y

For

For

2. Amendment of the company’s long-term equity incentive plan to increase the number of shares authorized for issuance under the plan by 15,000,000 shares

Issuer

Y

For

For

3. Ratification of appointment of Deloitte & Touche LLP as the company’s independent public accountants

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/23/2004

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Cognex Corporation

CGNX

192422103

4/22/2004

1. Election of Directors

Issuer

Y

For

For

Crane Co.

CR

224399105

4/26/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of Deloitte & Touche LLP as independent auditors for the company for 2004

Issuer

Y

For

For

3. Approval of the 2004 stock incentive plan

Issuer

Y

For

For

4. Approval of the corporate EVA incentive compensation plan

Issuer

Y

For

For

5. Proposal regarding MacBride Principles

Shareholder

Y

Against

For

Carmax, Inc.

KMX

143130102

6/29/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of an amendment to the Carmax, Inc. 2002 employee stock purchase plan

Issuer

Y

For

For

Sandisk Corporation

SNDK

80004C101

5/20/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP as independent accountants of the company for the fiscal year ending January 2, 2005

Issuer

Y

For

For

Carnival Corporation

CCL

143658300

4/22/2004

1. Election of Directors

Issuer

Y

For

For

2. Appoint PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of PricewaterhouseCoopers LLP as independent certified public accountants for Carnival Corporation

Issuer

Y

For

For

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

Issuer

Y

For

For

4. Receive the accounts and reports for Carnival plc for the financial period ended November 30, 2003

Issuer

Y

For

For

5. Approve the directors’ remuneration report of Carnival plc

Issuer

Y

For

For

6. Approve 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 shares

Issuer

Y

For

For

North Fork Bancorporation, Inc.

NFB

659424105

4/27/2004

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of KPMG LLP as the company’s independent auditor for the fiscal year ending December 31, 2004

Issuer

Y

For

For

New Plan Excel Realty Trust, Inc.

648053106

5/12/2004

1. Election of Directors

Issuer

Y

For

For

Noble Corporation

NE

G65422100

4/22/2004

1. Election of Directors

Issuer

Y

For

For

2. Approval of the appointment of independent auditors for 2004

Issuer

Y

For

For

Brown & Brown, Inc.

BRO

115236101

4/22/2004

1. Election of Directors

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

8/20/04