SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-05189

                              The Spain Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                              1200 G Street, N.W.
                             Washington, D.C. 20005

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2006 - June 30, 2007



Item 1.  Proxy Voting Record.

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-05189
Reporting Period: 07/01/2006 - 06/30/2007
The Spain Fund, Inc.









============================= THE SPAIN FUND, INC. =============================


ALTADIS S.A. (FORMERLY TABACALERA, S.A.)

Ticker:       ALT            Security ID:  E0432C106
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended 12-31-06,
      Approve Allocation of Income and
      Distribution of Dividend, and Discharge
      Directors
2     Reelect Jean-Pierre Tirouflet as Board    For       For        Management
      Member
3     Elect/Reelect Auditors for Company and    For       For        Management
      Consolidated Group
4     Approve .Reduction in Capital Via         For       For        Management
      Amortization of Treasury Shares
5     Amend Articles 8 (Calling of Meeting), 14 For       For        Management
      (Delegation and Representation), and 22
      (Voting on Resolutions) of General
      Meeting Guidelines to Conform with
      Unified Code's Recommendations
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO BILBAO VIZCAYA ARGENTARIA

Ticker:                      Security ID:  E11805103
Meeting Date: MAR 16, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements for Fiscal Year
      Ended 12-31-06, Allocation of Income and
      Distribution of Dividend, and Discharge
      Directors
2.1   Nominate Rafael Bermejo Blanco to Board   For       For        Management
      of Directors
2.2   Ratify Richard C. Breeden as Board Member For       For        Management
2.3   Ratify Ramon Bustamante y de la Mora as   For       For        Management
      Board Member
2.4   Ratify Jose Antonio Fernandez Rivero as   For       For        Management
      Board Member
2.5   Ratify Ignacio Ferrero Jordi as Board     For       For        Management
      Member
2.6   Ratify Roman Knorr Borras as Board Member For       For        Management
2.7   Ratify Enrique Medina Fernandez as Board  For       For        Management
      Member
3     Authorize Increase in Authority Granted   For       For        Management
      to the Board at the AGM Held on 3-18-06
      by up to EUR 30 Billion Via Issuance of
      Non-convertible and Exchangeable
      Securities
4     Authorize Repurchase of Shares; Grant     For       For        Management
      Authority to Reduce Capital Via
      Amortization of Treasury Shares
5     Reelect Auditors for Fiscal Year 2007     For       For        Management
6     Amend Article 36 of Bylaws Re: Length of  For       For        Management
      Term and Reelection of Directors
7     Approve Creation of a Foundation for the  For       For        Management
      Cooperation and Development of
      Social-Economic Projects through
      Micro-Financing Activities
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO BILBAO VIZCAYA ARGENTARIA

Ticker:                      Security ID:  E11805103
Meeting Date: JUN 20, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize Issuance of 196 Million Shares  For       For        Management
      without Preemptive Rights Re:
      Acquisition of Compass Bancshares Inc.
2     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO PASTOR S. A.

Ticker:                      Security ID:  E1943H154
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements for Fiscal Year
      2006; Approve Discharge of Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Authorize Repurchase of Shares            For       For        Management
4     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
5     Authorize Issuance of Bonds/Debt          For       For        Management
      Securities
6     Fix Number of Directors                   For       For        Management
7     Elect Directors to the Board              For       Against    Management
8     Approve Auditors                          For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Minutes of Meeting                For       For        Management


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BANCO POPULAR ESPANOL

Ticker:                      Security ID:  E19550206
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors
2.1   Amend Article 14 of Bylaws Re: General    For       For        Management
      Meeting Attemdance Limits
2.2   Amend Article 16 of Bylaws Re:            For       For        Management
      Vice-President of the Board
2.3   Amend Articles 18 of Bylaws Re: Functions For       For        Management
      of the Secretary of the Board
2.4   Amend Articles 21 of Bylaws Re: Creation  For       For        Management
      of New Board Committees
2.5   Amend Articles 22 and 23 of Bylaws and    For       For        Management
      Delete Article 24 Re: Composition and
      Competencies of General Management
2.6   Amend Articles Re: Delete Article 25      For       For        Management
3.1   Amend Article 8 of General Meeting        For       For        Management
      Guidelines Re: Information to be Included
      on Company Web Site
3.2   Amend Article 9 of General Meeting        For       For        Management
      Guidelines Re: New General Meeting
      Competencies
3.3   Amend Articles 12 and 28 of General       For       For        Management
      Meeting Guidelines Re: Publishing of
      Meeting Notice and Voting on Proposals
3.4   Amend Article 28 of General Meeting       For       For        Management
      Guidelines Re: Separate Voting of Agenda
      Items
4.1   Elect Nicolas Osuna Garcia as Director    For       Against    Management
4.2   Elect Helena Revoredo Delveccio as        For       Against    Management
      Director
4.3   Elect Luis Herrando Prat de la Riba as    For       Against    Management
      Director
4.4   Elect Francisco Aparicio Valls as         For       Against    Management
      Director
4.5   Elect Sindicatura de Accionistas de BPE   For       Against    Management
      as Director
5     Approve Auditors                          For       For        Management
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Issuance of Bonds or Any Other  For       For        Management
      Fixed Income Instrument
8     Approve Report on Remuneration of         For       For        Management
      Directors
9     Present Report on Changes Made to the     For       For        Management
      Board Guidelines
10    Implementation of the Consolidated Fiscal For       For        Management
      Tax Regime
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:                      Security ID:  E19790109
Meeting Date: OCT 22, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Riyal SL,   For       For        Management
      Lodares Inversiones SL Sociedad
      Unipersonal, Somaen Dos SL Sociedad
      Unipersonal, Gessinest Consulting SA
      Sociedad Unipersonal, and Carvasa
      Inversiones SL Sociedad Unipersonal;
      Approve Consolidated Tax Regime
2     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:                      Security ID:  E19790109
Meeting Date: JUN 22, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended 12-31-06
2     Approve Allocation of Income              For       For        Management
3.1   Ratify Isabel Tocino Biscarolasaga as     For       For        Management
      Board Member
3.2   Reelect Azzicurazioni Generali SpA as     For       For        Management
      Board Member
3.3   Reelect Antonio Basagoiti Garcia-Tunon as For       For        Management
      Board Member
3.4   Reelect Antonio Escamez Torres as Board   For       For        Management
      Member
3.5   Reelect Francisco Luzon Lopez as Board    For       For        Management
      Member
4     Reelect Deloitte SL as Auditors           For       For        Management
5     Authorize Repurchase of Shares            For       For        Management
6.1   Amend Pragraph 1 of Article 1 of Bylaws   For       For        Management
      Re: Company's Name
6.2   Amend Article 28 Re: Powers of the        For       For        Management
      General Meeting
6.3   Amend Article 36 Re: Board Meetings       For       For        Management
6.4   Amend Article 37 Re: Power of the Board   For       For        Management
      of Directors
6.5   Amend Paragraph 1 of Article 40 Re: Audit For       For        Management
      and Compliance Committee
7.1   Amend Preamble of General Meeting         For       For        Management
      Guidelines
7.2   Amend Article 2 Re: Powers of the General For       For        Management
      Meeting
7.3   Amend Articles 21 (Voting on Resolutions) For       For        Management
      and 22.1 (Adoption of Agreements)
7.4   Include New Article 22 and Remuneration   For       For        Management
      of Current Article 22 Subsequent Articles
8     Authorize the Board to Increase Capital   For       For        Management
      in Accordance with Article 153.1.A of
      Spanish Company Law
9     Authorize Issuance of Non-Convertible     For       For        Management
      Fixed Income Securities
10    Approve Delivery of Free Shares (100      For       For        Management
      Shares) to Employees of the Bank,
      Including Executive Directors and Senior
      Managers
11    Amend Incentive Plan for Managers of      For       For        Management
      Abbey National Bank Approved at the AGM
      Held on 6-17-06
12    Approve Incentive Long-Term Plan          For       For        Management
      Consisting on the Delivery of Santander
      Shares and Linked to Pre-Determined
      Requirements or Total Return Results, and
      EPS
13    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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CEMENTOS PORTLAND VALDERRIVAS S.A

Ticker:                      Security ID:  E2801G106
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended Dec 31 2006
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR X Per Share
3     Fix Number and Elect Directors; Elect     For       For        Management
      Melioto SL and Reelect EAC Inversiones
      Corporativas SL to the Board
4     Amend Articles                            For       For        Management
5     Approve Changes to General Meeting Rules  For       For        Management
6     Authorize the Board to Increase Share     For       For        Management
      Capital for a Period of Five Years in
      Accordance with Article 153 of Spanish
      Company Law
7     Authorize Repurchase of Shares within     For       For        Management
      Limits Specified in Article 75 of Spanish
      Company Law
8     Ratify Auditors                           For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

CLINICA BAVIERA, SA.

Ticker:                      Security ID:  E3240H101
Meeting Date: JUN 29, 2007   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements, Allocation of
      Income and , and Discharge Directors for
      Fiscal Year Ended 12/31/06
2     Presentation/Report on Director           None      None       Management
      Remuneration Policy
3     Approve Remuneration of Directors         For       For        Management
4     Approve Corporate Goverance Report for    For       For        Management
      Fiscal Year Ended 12/31/06
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
6     Allow Questions                           None      None       Management
7     Designate Two Shareholders to Approve and For       For        Management
      Sign Minutes of Meeting


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CORPORACION DERMOESTETICA

Ticker:                      Security ID:  E3608F101
Meeting Date: MAY 19, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year 2005
2     Approve Discharge of Management Board     For       For        Management
3     Approve Auditors for Fiscal Year 2007     For       For        Management
4     Amend Company Articles 21 Re:  Director   For       For        Management
      Remuneration
5     Elect Directors                           For       Against    Management
6     Authorize Repurchase of Shares            For       For        Management
7     Amend General Meeting Guidelines          For       Against    Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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EADS, EUROPEAN AERONAUTIC DEFENCE & SPACE N.V.

Ticker:       EAD            Security ID:  F17114103
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Board Report Including Chapter on For       Did Not    Management
      Corporate Governance                                Vote
2     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends                                           Vote
4     Approve Discharge of Board of Directors   For       Did Not    Management
                                                          Vote
5     Ratify Ernst & Young and KPMG Accountants For       Did Not    Management
      as Auditors                                         Vote
6     Elect Michel Pebereau to Board of         For       Did Not    Management
      Directors                                           Vote
7     Elect Bodo Uebber to Board of Directors   For       Did Not    Management
                                                          Vote
8     Amend Articles                            For       Did Not    Management
                                                          Vote
9     Grant Board Authority to Issue Shares and For       Did Not    Management
      Restricting/Excluding Preemptive Rights             Vote
10    Cancellation of Shares Repurchased by the For       Did Not    Management
      Company                                             Vote
11    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote


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

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year 2006
2     Approve Allocation of Income              For       For        Management
3     Approve Discharge of Management Board     For       For        Management
      Corresponding to Fiscal Year 2006
4     Approve Deloitte S.L. as Auditors         For       For        Management
5     Elect Directors to the Board              For       Against    Management
6     Amend Articles 44 and 45 of Bylaws Re:    For       For        Management
      Audit, Remuneration and Nominations
      Committee
7     Amend Articles 4 and 13.3 of General      For       For        Management
      Meeting Guidelines Re: General Meeting
      Competencies; Voting; Unified Code of
      Corporate Governance
8     Present Information on Changes Made to    For       For        Management
      Board Guidelines in Compliance with
      Unified Code of Corporate Governance
9     Approve Remuneration of Directors         For       For        Management
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
11    Authorize Issuance of Convertible Bonds   For       For        Management
      without Preemptive Rights up to Aggregate
      Nominal Amount of EUR 2 Million
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A.

Ticker:                      Security ID:  E52236143
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements for 2006 Fiscal
      Year; Approve Discharge Directors
2     Approve Allocation of Income              For       For        Management
3.1   Amend Articles 18  and 23 Re: General     For       For        Management
      Meeting Attendance and Rights to Receive
      Information
3.2   Amend Articles 26, 27, 28, 29, 35, 36,    For       For        Management
      and 37 Re: Board of Directors,
      Composition, Nomination and
      Classification, Requirements and Office
      Term, Executive Committee and CEO,
      Executive Committee's Functions, and
      Remuneration
3.3   Amend Section3 of Title III and Article   For       For        Management
      38 Re: Audit and Control Committee and
      Competencies
4.1   Amend Articles 5, 6, and 8 of General     For       For        Management
      Meeting Guidelines Re: Meeting Calls,
      Availability of Information, and
      Delegations
4.2   Amend Articles 9 and 15 of Meeting        For       For        Management
      Guidelines Re: Rights and Obligations to
      Attend the Meeting, and Voting on
      Resolutions
5.1   Fix Number of Directors at 21             For       For        Management
5.2   Reelect B 1998 SL as Non-Independent      For       For        Management
      Non-Executive Member of the Board
5.3   Reelect Francisco Mas-Sarda Casanelles as For       For        Management
      an Independent Member of the Board
5.4   Nominate Cesar Ortega Gomez as an         For       For        Management
      Independent Member of the Board
5.5   Nominate Luis Manuel Portillo as          For       For        Management
      Non-Independent Non-Executive Member of
      the Board
5.6   Nominate Mariano Miguel Velasco as        For       For        Management
      Non-Independent Non-Executive Member of
      the Board
6     Inform Shareholders on Modifications Made For       For        Management
      to the Board Guidelines to Conform with
      Unified Code Recommendations and Provide
      Greater Clarification
7     Authorize Repurchase of Shares by Company For       For        Management
      and Subsidiaries
8     Reelect Auditors for Company and          For       For        Management
      Consolidated Group
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Minutes of Meeting                For       For        Management


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GRIFOLS SA

Ticker:                      Security ID:  E5706X124
Meeting Date: JUN 20, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec 31, 2006
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec 31, 2006
3     Approve Discharge of Management Board     For       For        Management
4     Reelect Auditors for the Individual Firm  For       For        Management
5     Reelect Auditors for the Consolidated     For       For        Management
      Group
6     Reelect Victor Grifols Roura, Ramon Riera For       For        Management
      Roca, Juan Ignacio Twose Roura, Thorthol
      Holding, B.V.; and Ratify Appointment of
      Edgar Dalzell Jannotta
7     Amend the General Meeting Guidelines and  For       For        Management
      the Board of Director Guidelines to
      Comply with the Recomendations of the
      Unified Code of Best Practices
8     Approve Remuneration of Directors         For       For        Management
9     Authorize Repurchase of Shares            For       For        Management
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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GRUPO CATALANA OCCIDENTE S.A

Ticker:                      Security ID:  E5701Q116
Meeting Date: MAY 31, 2007   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal Year
      2006
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      2006
4     Approve Discharge of Management Board     For       For        Management
5.1   Elect Alberto Thiebaut Oliveira to        For       For        Management
      Management Board
5.2   Elect Enrique Giro Godo to Management     For       For        Management
      Board
5.3   Elect Jose Valero Feliu to Management     For       For        Management
      Board
6     Ratify Auditors                           For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Approve Minutes of Meeting                For       For        Management


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GRUPO FERROVIAL S.A

Ticker:                      Security ID:  E5701R106
Meeting Date: MAR 30, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report on the Board of Directors' None      None       Management
      Guidelines Approved at 2-23-07
2     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-06
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-06
4     Approve Allocation of Income              For       For        Management
5     Approve Discharge of Directors            For       For        Management
6     Ratify Appointment of Maria del Pino y    For       For        Management
      Calvo Sotelo as Board Member
7     Reelect Auditors for Company and          For       For        Management
      Consolidated Group
8.1   Amend Article 22 Re: Board Composition    For       For        Management
8.2   Amend Article 23 Re: Class of Board       For       For        Management
      Members
9.1   Amend Articles Re: Preamble of the        For       For        Management
      General Meeting Guidelines
9.2   Amend Articles 5 of General Meeting       For       For        Management
      Guidelines Re: Competencies of the
      General Meeting
9.3   Amend Article 22 of the General Meeting   For       For        Management
      Guidelines Re: Voting on Resolutioins and
      Casting of Votes
10    Approve Variable Remuneration Granted in  For       For        Management
      the form of Company's Stock for  Senior
      Executives Members and Executive
      Directors of the Board
11    Void Authorization Granted at the 3-31-06 For       For        Management
      AGM and Authorize the Board to Repurchase
      of Shares
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6164R104
Meeting Date: MAR 28, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended 12-31-06
2     Approve Allocation of Income and          For       For        Management
      Distribution of Dividends
3     Accept Board of Director's Report on      For       For        Management
      Company and Consolidated Group
4     Approve Discharge of Directors            For       For        Management
5.1   Ratify Appointment of Inigo Victor de     For       For        Management
      Oriol Ibarra as Board Member
5.2   Ratify Appointment of Ines Macho Stadler  For       For        Management
      as Board Member
5.3   Ratify Appointment of Braulio Medel       For       For        Management
      Camara as Board Member
5.4   Ratify Appointment of Jose Carlos Pla     For       For        Management
      Royo as Board Member
6.1   Reelect Jose Orbegozo Arroyo as Board     For       For        Management
      Member
6.2   Reelect Lucas Maria de Oriol              For       For        Management
      Lopez-Montenegro as Board Member
6.3   Reelect Mariano de Ybarra y Zubiria as    For       For        Management
      Board Member
6.4   Reelect Xabier de Irala Estevez Board     For       For        Management
      Member
6.5   Reelect Inigo Victor de Oriol Ibarra as   For       For        Management
      Board Member
6.6   Reelect Ines Machado Stadler as Board     For       For        Management
      Member
6.7   Reelect Braulio Medel Camara as Board     For       For        Management
      Member
7     Nominate Nicolas Osuna Garcia as Board    For       For        Management
      Member
8     Approve 4:1 Stock Split and Subsequent    For       For        Management
      Reduction of Par Value to EUR 0.75 Per
      Share from EUR 3 Per Share; Amend Article
      5 of Bylaws Accordingly
9     Authorize Repurchase of Shares; Void      For       For        Management
      Authorization Granted at the 3-30-06 AGM
      (Unused Amount)
10    Authorize the Board with the Power of     For       For        Management
      Substitution to Issue
      Bonds/Debentures/Other Debt Securities up
      to Aggregate Nominal Amount of EUR 20
      Billion and Promissory Notes up to an
      Amount of EUR 4 Billion; Void
      Authorization Granted at 3-30-06 AGM
11    Authorize the Board to Require the        For       For        Management
      Listing and Delisting of Shares, Debt
      Securities, Bonds, Promissory Notes, and
      Preferred Stock from National and Foreign
      Secondary Markets; Void Authorization
      Granted at the 3-30-06 AGM
12    Authorize Board to Approve the Creation   For       For        Management
      of Foundation; Void Authorization in it
      Unused Amount Granted at 3-30-06 AGM
13.1  Amend Articles 5, 6, 11, 12, 13, 14, 15   For       For        Management
      of Section I of Bylaws to Conform with
      Recommendations from the Spanish Unified
      Code of Best Practices
13.2  Amend Articles 16 to 25, 27 to 29, 32 to  For       For        Management
      34, 36 to 40, and 43 to 47, and Add New
      Article 48, Renumber Current Article 48
      to 49, Amend Articles 50 to 53 Re:
      Conform with Recommendations from the
      Spanish Unified Code of Best Practices
13.3  Amend Articles 57, 58, 59, 60, 62, and 63 For       For        Management
      of Section IV of Bylaws to Conform with
      Recommendations from the Spanish Unified
      Code of Best Practices
13.4  Include New Section V Re: Final           For       For        Management
      Provisions Consisting of a Sole Final
      Provision
13.5  Consolidate Amendments to Articles in     For       For        Management
      Light with the Proposed Amendments
14    Amend Articles General Meeting Guidelines For       For        Management
      in Light of Amendments to Articles and
      Subsequent Approval of the New Text
15    Present Report Re:  Amendments to General For       For        Management
      Meeting Guidelines in According with
      Article 115 of the Spanish Company Law
16    Approve EUR 790.13 Million Capital        For       For        Management
      Increase Via Non-Rights Issuance of
      263.38 Million of New Shares at EUR 3
      Nominal Value and Share Issuance Premium
      to be Determined; Amend Article 5
      Accordingly
17    Authorize Issuance of Simple Notes in the For       For        Management
      Minimal Nominal Amount of EUR 29.51
      Million and Maximum Nonimal Amount of EUR
      1.1 Billion; Authorize Board to Set All
      Terms and Conditions of Notes Issuance
18    Approve Within the Framework of the       For       For        Management
      Scottish Power Plc Transaction the
      Continuity of the Share Purchase Plans
      Already Established with the Purpose of
      Managing its Rights and the Delivery of
      Iberdrola Shares under the Terms
      Established in the Transaction
19    Approve EUR 34.95 Million Capital         For       For        Management
      Increase via Non-Right Issuance of 11.65
      Million Shares of EUR 3 Par Value to
      Service the Stock Purchase Plan for
      Scottish Power Employees and Extend the
      Said Plans to Iberdrola Employees; Amend
      Article 5 of Bylaws
20    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:       IDR            Security ID:  E6271Z155
Meeting Date: DEC 19, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Capital of EUR 3.61   For       For        Management
      Million by Issuance of 18.07 Million
      Class A Shares with an Issue Price of EUR
      0.20 Each Without Preemptive Rights to
      Union Fenosa S.A.; Amend Article 5 of
      Bylaws to Reflect Increased Share Count
2     Fix Number of Directors                   For       For        Management
3     Elect Directors                           For       For        Management
4     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:       IDR            Security ID:  E6271Z155
Meeting Date: JUN 20, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual Financial Statements   For       For        Management
      for the Period Ended Dec. 31, 2006;
      Approve Allocation of Income
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for the Period
      Ended Dec. 31, 2006
3     Approve Discharge of Directors            For       For        Management
4     Approve Merger by Absorption of Azertia   For       For        Management
      Tecnologias de la Informacion, BMB
      Gestion Documental, Soluziona Consultaria
      y Tecnologia and Soluziona Internacional
      Servicios Profesionales, and their
      respective direct subsidiaries
5     Fix Number of Directors                   For       For        Management
6.1   Elect Monica de Oriol e Icaza as Director For       For        Management
6.2   Elect Luis Lada Diaz as Director          For       For        Management
6.3   Elect Administradora Valtenas, S.A. as    For       For        Management
      Director
6.4   Elect Casa Grande de Cartagena, S.L. as   For       For        Management
      Director
7.1   Approve Remuneration of Directors         For       For        Management
7.2   Approve Remuneration of Senior Management For       For        Management
8     Amend Section 2 of Article 30 of Company  For       For        Management
      Bylaws Re: Executive Committee
9     Amend Article 12 of General Meeting       For       For        Management
      Guidelines Re: Fractioning of Votes
10    Approve Reduction of Captial Via the      For       For        Management
      Amortization of 80,910 Class C Redeemable
      Shares and 42,648 Class D Redeemable
      Shares
11    Authorize Issuance Equity or              For       For        Management
      Equity-Linked Securities, Including
      Redeemable Shares, without Preemptive
      Rights
12    Authorize Repurchase of Shares            For       For        Management
13    Authorize Issuance of Convertible Bonds   For       For        Management
      with or without Preemptive Rights;
      Increase Capital As Necessary for the
      Conversion and Authorize Board to
      Implement Capital Increase Accordingly
14    Approve Auditors for Fiscal Year 2007     For       For        Management
15    Approve Minutes of Meeting                For       For        Management


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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:                      Security ID:  E6282J109
Meeting Date: JUL 18, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual Financial Statements   For       For        Management
      and Discharge Directors for Fiscal Year
      Ended 01-31-06
2     Accept Consolidated Financial Statements  For       For        Management
      and Discharge of  Directors for Fiscal
      Year Ended 01-31-06
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Reelect Director                          For       For        Management
5     Reelect Auditors                          For       For        Management
6     Amend Articles 17 and 27 Re:  Calling of  For       For        Management
      Shareholder Meetings and Director Terms
7     Amend General Meeting Guidelines Re:      For       For        Management
      Calling of Shareholder Meetings and Vote
      Requirements for Certain Items
8     Approve Stock Option Plan for Executive   For       For        Management
      Directors and Employees
9     Authorize Repurchase of Shares            For       For        Management
10    Approve Remuneration of Directors         For       For        Management
11    Present Report Re: General Meeting        For       For        Management
      Guidelines
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

PROSEGUR COMPANIA DE SEGURIDAD S.A.

Ticker:                      Security ID:  E83453162
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements, Allocation of
      Income, and Discharge Directors for
      Fiscal 2006
2     Approve Dividend Against 2006 Net Income  For       For        Management
3.1   Amend Article 12 of Bylaws Re:            For       For        Management
      Transactions with Company Shares
3.2   Amend Article 13 of Bylaws Re: Corporate  For       For        Management
      Bodies
3.3   Amend Article 14.2 of Bylaws Re: General  For       For        Management
      Meeting Competencies
3.4   Amend Part 1 of Article 15 of Bylaws Re:  For       For        Management
      Ordinary and Extraordinary General
      Meetings
3.5   Amend Part 1 of Article 16 of Bylaws Re:  For       For        Management
      Right to Information
3.6   Amend Bylaws by Inserting Article 17 Bis  For       For        Management
      Re: Right of Attendance by Electronic
      Means
3.7   Amend Article 19.2 of Bylaws Re: Remote   For       For        Management
      Adoption of Resolutions
3.8   Amend Part 4 of Article 21 of Bylaws Re:  For       For        Management
      Board Composition and Election
3.9   Amend Part 3 of Article 22 of Bylaws Re:  For       For        Management
      Board Meetings
3.10  Amend Part 5 and Include Part 8 of        For       For        Management
      Article 23 of Bylaws Re: Board Meetings
3.11  Amend Articles 24.1.21 and 24.1.27 of     For       For        Management
      Bylaws Re: Board Competencies
3.12  Amend Article 25 of Bylaws Re: Executive  For       For        Management
      Committee
3.13  Amend Article 26 of Bylaws Re: Nomination For       For        Management
      & Remuneration Committee
3.14  Amend Article 27 of Bylaws Re: Audit      For       For        Management
      Committee
3.15  Amend Part 1 of Article 28 of Bylaws Re:  For       For        Management
      Chairman's Functions
4.1   Amend Introduction of General Meeting     For       For        Management
      Guidelines
4.2   Amend Article 2 of General Meeting        For       For        Management
      Guidelines Re: Competencies of General
      Meeting
4.3   Amend Article 6 of General Meeting        For       For        Management
      Guidelines Re: Period for Calling of the
      General Meeting
4.4   Amend Article 7 of General Meeting        For       For        Management
      Guidelines Re: Calling of the General
      Meeting
4.5   Amend Article 17 of General Meeting       For       For        Management
      Guidelines Re: Remote Participation by
      Electronic Means
4.6   Amend Part 3 of Article 21 of General     For       For        Management
      Meeting Guidelines Re: Separate Voting of
      Proposals
4.7   Amend Articles of General Meeting         For       For        Management
      Guidelines to Introduce Part 6 of Article
      21 Re: Distance Voting
5     Present Changes Made to Board Guidelines  For       For        Management
6.1   Reelect Helena Revoredo Delvecchio as     For       Against    Management
      Director
6.2   Reelect Isidro Fernandez-Barreiro as      For       For        Management
      Director
6.3   Reelect Mirta Geisso Cazanave as Director For       For        Management
6.4   Reelect Chantal Gut Revoredo              For       For        Management
6.5   Reelect Christian Gur Revoredo            For       For        Management
7     Ratify Any Members That May Have Been     For       Against    Management
      Appointed by Cooptation
8     Authorize Repurchase of Shares            For       For        Management
9     Approve Auditors                          For       For        Management
10    Approve Remuneration of Directors         For       For        Management
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Allow Questions                           For       For        Management
13    Approve Minutes of Meeting                For       For        Management


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

RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec. 31, 2006
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec. 31, 2006
3     Approve Allocation of Income and          For       For        Management
      Dividends for Fiscal Year Ended Dec. 31,
      2006
4     Approve Discharge of Directors            For       For        Management
5.1   Amend Article 11 of Company Bylaws Re:    For       For        Management
      Annual General Meeting of Shareholders
5.2   Amend Articles 22, 23, and 24 of Company  For       For        Management
      Bylaws Re: Board Committees
5.3   Amend Article 26 of Company Bylaws Re:    For       For        Management
      Board Secretary
6.1   Amend Article 3 of General Meeting        For       For        Management
      Guidelines Re: Authorities of the General
      Meetings
6.2   Amend Article 5 of General Meeting        For       For        Management
      Guidelines Re: Convening of General
      Meetings
6.3   Amend Article 15.8 of General Meeting     For       For        Management
      Guidelines Re:Voting During General
      Meetings
7     Approve Remuneration of Directors         For       For        Management
8.1   Authorize Repurchase of Shares            For       For        Management
8.2   Approve Use of Repurchased Shares for     For       For        Management
      Executive and Director Remuneration
8.3   Revoke Previous Authority to Repurchase   For       For        Management
      Shares Granted at May 26, 2006
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Present and Inform Re: 2006 Corporate     For       For        Management
      Governance Report


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

REPSOL YPF SA (FORMERLY REPSOL, S.A.)

Ticker:       REPYF          Security ID:  E8471S130
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements for Fiscal Year
      Ended 12-31-06, Allocation of Income, and
      Discharge Directors
2     Amend Articles of Bylaws Re: Changes to   For       For        Management
      Share Capital; Preemptive Rights; Calling
      of Shareholder Meetings; Right of
      Attendance and Voting; Chairman of
      Meeting; Secretary and Vice-Secretary;
      Director Terms; Company Web Page;
      Financial Statements
3     Amend Articles of General Meeting         For       For        Management
      Guidelines Re: Calling of Shareholder
      Meetings; Right of Attendance and Voting;
      Meeting Chairman; Voting on Agenda Items
4.1   Fix Number of Directors                   For       For        Management
4.2   Elect Juan Abello Gallo as Director       For       For        Management
4.3   Elect Luis Fernando del Rivero Asensio as For       For        Management
      Director
4.4   Elect Manuel Raventos Negra as Director   For       For        Management
4.5   Elect Jose Manuel Loureda Mantinan as     For       For        Management
      Director
4.6   Elect Antonio Brufau Niubo as Director    For       For        Management
4.7   Elect Carmelo de las Morenas Lopez as     For       For        Management
      Director
4.8   Elect Luis Carlos Coissier Batista as     For       For        Management
      Director
4.9   Elect Angel Durandez Adeva as Director    For       For        Management
5     Approve Auditors                          For       For        Management
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TECNICAS REUNIDAS S.A

Ticker:                      Security ID:  E9055J108
Meeting Date: JUN 26, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal 2006
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal 2006
3     Approve Allocation of Income              For       For        Management
4     Approve Discharge of Management Board     For       For        Management
5     Accept Resignation and Approve Election   For       For        Management
      of Directors
6     Reelect Auditors for Fiscal 2007          For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Approve Establishment of Associations and For       For        Management
      Foundations
9     Approve Annual Remuneration of Directors  For       For        Management
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.)

Ticker:       TLFNF          Security ID:  879382109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements, Allocation of
      Income, and Discharge of Directors
2.1   Elect Cesar Alierta Izuel to the Board    For       For        Management
2.2   Elect Maximino Carpio Garcia to the Board For       For        Management
2.3   Elect Gonzalo Hinojosa Fernandez de       For       For        Management
      Angulo to the Board
2.4   Elect Pablo Isla Alvarez de Tejera to the For       For        Management
      Board
2.5   Elect Enrique Used Aznar to the Board     For       For        Management
2.6   Elect Gregorio Villalabeitia Galarraga to For       For        Management
      the Board
2.7   Elect Jose Maria Alarez-Pallete Lopez to  For       For        Management
      the Board
3     Authorize Repurchase of Shares            For       For        Management
4     Authorize Issuance of Convertible Bonds   For       Against    Management
      or Other Debt Instruments
5     Cancel Treasury Shares; Amend Articles to For       For        Management
      Reflect the Change in Share Capital
6.1   Amend Articles 14-16 and 18-20 of Bylaws  For       For        Management
      Re: General Meetings
6.2   Amend Articles 17, 17 Bis and 20 Bis of   For       For        Management
      Bylaws Re: Right of Attendance; Remote
      Voting
6.3   Amend Articles 24, 25, 27, 30 and 31 Bis  For       For        Management
      Re: Board of Directors
7.1   Amend Article 5 of the General Meeting    For       For        Management
      Guidelines Re: General Meeting
      Competencies
7.2   Amend Articles 7-10 of the General        For       For        Management
      Meeting Guidelines Re: Calling of the
      General Meeting
7.3   Amend Articles 13, 15, 17 Bis and 20 Bis  For       For        Management
      of the General Meeting Guidelines Re:
      Remote Voting
7.4   Amend Articles 21 and 24 of the General   For       For        Management
      Meeting Guidelines Re: Voting on Agenda
      Items
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

URALITA S.A.

Ticker:                      Security ID:  E95259201
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements, Allocation of
      Income, and Discharge Directors
2     Approve Dividends                         For       For        Management
3     Approve Auditors                          For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
========== 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.


                              Registrant:  The Spain Fund, Inc.


                              By: Marc O. Mayer*
                                  -----------------------
                                  President

                              Date:  August 30, 2007



*By: /s/ Emilie D. Wrapp
     --------------------
         Emilie D. Wrapp
         Secretary