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, 2007 - June 30, 2008



Item 1.  Proxy Voting Record.


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

ICA File Number: 811-05189
Reporting Period: 07/01/2007 - 06/30/2008
The Spain Fund, Inc.









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


ACCIONA S.A

Ticker:                      Security ID:  E0008Z109
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports
2     Receive Individual and Consolidated       For       For        Management
      Management Reports; Approve Discharge of
      Directors
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Reelect Deloitte, S.L. as Auditors        For       For        Management
5     Fix Number of Directors; Elect Directors  For       Abstain    Management
      (Bundled)
6     Approve Share Award Plan                  For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS S.A

Ticker:       ACS            Security ID:  E7813W163
Meeting Date: MAY 25, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Allocation of Income
2     Receive Annual Corporate Governance       For       For        Management
      Report
3     Approve Discharge Directors               For       For        Management
4     Elect Miguel Fluxa Rosello as Board       For       Against    Management
      Member (Consejero Dominical)
5     Amend Articles 3, 4, 11, and 16 of the    For       For        Management
      General Meeting Guidelines
6     Receive Report on Changes Made to Board   For       For        Management
      Guidelines
7     Authorize Repurchase of Shares            For       For        Management
8     Appoint Auditors                          For       For        Management
9     Cancell Treasury Shares via Amortization  For       For        Management
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Approve Minutes of Meeting                For       For        Management


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

Ticker:       ALT            Security ID:  E0432C106
Meeting Date: DEC 18, 2007   Meeting Type: Special
Record Date:  DEC 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 24 and 24.1 Re: Voting      For       For        Management
      Rights and Adoption of Resolutions, and
      Disclosure of Results
2     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

AMERICA MOVIL, S.A.B. DE C.V.

Ticker:       AMXVF          Security ID:  P0280A101
Meeting Date: APR 29, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors for Class L Shares        For       Abstain    Management
      (Bundled)
2     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Ticker:                      Security ID:  E11805103
Meeting Date: MAR 13, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports; Approve Allocation of Income and
      Distribution of Dividends for the Year
      Ended December 31, 2007; Approve
      Discharge of Directors
2     Amend Article 34 of Company Bylaws Re:    For       For        Management
      Reducing the Maximum and Minimum Number
      of Board Members
3     Amend Article 36 Re: Lenght of Term and   For       For        Management
      Reelection Related to the Board of
      Director Members for a Period of Three
      Years Instead of Five Years
4.1   Reelect Jose Ignacio Goirigolzarri        For       For        Management
      Tellaeche
4.2   Reelect Roman Knorr Borras                For       For        Management
5     Authorize Increase in Capital via         For       For        Management
      Issuance of Fixed Debt Securities
      Non-Convertible up to the Amount of EUR
      50 Billion
6     Authorize Issuance of                     For       For        Management
      Convertible/Exchangeable Debt Securities
      up to EUR 9 Billion in Accordance with
      Art. 159.2 of Company Law with the
      Possibility of Excluding Preemptive
      Rights
7     Authorize Share Repurchase                For       For        Management
8     Elect Auditors                            For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:                      Security ID:  E19790109
Meeting Date: JUL 26, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize Issuance of Shares with         For       For        Management
      Preemptive Rights
2     Authorize Issuance of Convertible Bonds   For       For        Management
      Without Preemptive  Rights
3     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

BANCO SANTANDER S.A.

Ticker:                      Security ID:  E19790109
Meeting Date: JUN 20, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports and Discharge Directors for
      Fiscal Year Ended December 31, 2007
2     Approve Allocation of Income              For       For        Management
3.1   Ratify Juan Rodriguez Inciarte to the     For       For        Management
      Board of Directors
3.2   Reelect Luis Alberto Salazar-Simpson Bos  For       For        Management
      to the Board of Directors
3.3   Reelect Luis Angel Rojo Duque to the      For       For        Management
      Board of Directors
3.4   Reelect Emilio Botin-Sanz de Sautuola y   For       For        Management
      Garcia de los Rios to the Board of
      Directors
4     Ratify Auditors                           For       For        Management
5     Authorize Repurchase of Shares in         For       For        Management
      Accordance With Article 75 of Corporate
      Law; Void Authorization Granted on June
      23, 2007
6     Approve New Corporate Bylaws and Void     For       For        Management
      Effective Ones
7     Amend Article 8 of the General Meeting    For       For        Management
      Guidelines
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights in Accordance to
      Article 153 1.a) of the Spanish Corporate
      Law; Void Authorization Granted at the
      AGM held on June 23, 2007
9     Grant Board Authorization to Issue        For       For        Management
      Convertible and/or Exchangeable Debt
      Securities without Preemptive Rights
10    Authorize Issuance of Non-Convertible     For       For        Management
      Fixed Income Securities
11.1  Approve Bundled Incentive Plans Linked to For       For        Management
      Predetermined Requirements such as Total
      Return Results and EPS
11.2  Approve Savings Plan for Abbey National   For       For        Management
      Plc' Employees and other Companies of
      Santander Group in the U.K.
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

CLINICA BAVIERA, SA.

Ticker:                      Security ID:  E3240H101
Meeting Date: MAY 19, 2008   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 Remuneration of Directors         For       For        Management
3     Approve Stock Option Plan                 For       Against    Management
4     Approve Annual Corporate Governance       For       For        Management
      Report
5     Elect Directors (Bundled)                 For       Against    Management
6     Authorize Repurchase of Shares            For       For        Management
7     Appoint Auditors                          For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Approve Minutes of Meeting                For       For        Management


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

CORPORACION FINANCIERA ALBA, S. A.

Ticker:                      Security ID:  E33391132
Meeting Date: MAY 28, 2008   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated and Individual        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended 12-31-07
2     Approve Discharge of Management Board for For       For        Management
      Fiscal Year Ended 12-31-07
3     Approve Allocation of Income and          For       For        Management
      Dividends
4.1   Reelect Carlos March Delgado as a         For       For        Management
      Director
4.2   Reelect Alfredo Lafita Pardo as a         For       For        Management
      Director
4.3   Ratify Fernando Casado Juan as a Director For       For        Management
4.4   Elect Juan March de la Lastra as a        For       For        Management
      Director
5     Ratify External Auditors for the Company  For       For        Management
      and Consolidated Group
6     Approve Remuneration of Directors         For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Approve EUR 1.7 Million Reduction in      For       For        Management
      Stated Capital via Cancellation of
      Treasury Shares; Modification of Article
      5 of Company Bylaws
9     Approve Standard Accounting Transfers of  For       For        Management
      EUR 442,000 to Voluntary Reserves from
      Legal Reserves Resulting from Capital
      Reductions
10    Approve Stock Option Plan                 For       For        Management
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Approve Minutes of Meeting                For       For        Management


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CRITERIA CAIXACORP SA

Ticker:                      Security ID:  E3641N103
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports for the Year Ended on
      December 31, 2007; and Discharge
      Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends for the Year Ended on December
      31, 2007
3     Fix Number of Directors Within the Limits For       Against    Management
      Established in Article 32 of Corporate
      Bylaws; Elect Directors
4     Authorize Repurchase of Shares            For       For        Management
5     Ratify Auditors                           For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

EADS, EUROPEAN AERONAUTIC DEFENCE & SPACE N.V.

Ticker:       EAD            Security ID:  F17114103
Meeting Date: OCT 22, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Board Report                       For       Did Not    Management
                                                          Vote
2     Amend Articles of Association             For       Did Not    Management
                                                          Vote
3     Elect Rudiger Grube to Board of Directors For       Did Not    Management
                                                          Vote
4     Elect Louis Gallois to Board of Directors For       Did Not    Management
                                                          Vote
5     Elect Rolf Bartke to Board of Directors   For       Did Not    Management
                                                          Vote
6     Elect Dominique D`Hinnin to Board of      For       Did Not    Management
      Directors                                           Vote
7     Elect Juan Manuel Eguiagaray Ucelay to    For       Did Not    Management
      Board of Directors                                  Vote
8     Elect Arnaud Lagardere to Board of        For       Did Not    Management
      Directors                                           Vote
9     Elect Hermann Josef Lamberti to Board of  For       Did Not    Management
      Directors                                           Vote
10    Elect Lakshmi N. Mittal to Board of       For       Did Not    Management
      Directors                                           Vote
11    Elect John Parker to Board of Directors   For       Did Not    Management
                                                          Vote
12    Elect Michel Peberau to Board of          For       Did Not    Management
      Directors                                           Vote
13    Elect Bodo Uebber to Board of Directors   For       Did Not    Management
                                                          Vote


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

EADS, EUROPEAN AERONAUTIC DEFENCE & SPACE N.V.

Ticker:       EAD            Security ID:  F17114103
Meeting Date: MAY 26, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Board Report Including Chapter on For       Did Not    Management
      Corporate Governance, Policy on                     Vote
      Dividends, and Remuneration Policy
2     Approve Financial Statements              For       Did Not    Management
                                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of EUR 0.12 per Share                     Vote
4     Approve Discharge of Directors            For       Did Not    Management
                                                          Vote
5     Ratify Ernst and Young as Auditors        For       Did Not    Management
                                                          Vote
6     Approve Cancellation of Shares            For       Did Not    Management
      Repurchased by the Company                          Vote
7     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote


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

EBRO PULEVA (AZUCARERA EBRO AGRICOLAS )

Ticker:                      Security ID:  E38028135
Meeting Date: JUN 8, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports, and Allocation of                Vote
      Income and Distribution of Dividend for
      the Year Ended December 31, 2007
2     Approve Discharge of Directors for Fiscal For       Did Not    Management
      Year 2007                                           Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Aanalyze possible Spin-Off Agreement of   For       Did Not    Management
      the Sugar Business and Related                      Vote
      Agroindustrial Businesses and Authorize
      the Board of Directors to Approve this
      Operation
5     Authorize Repurchase of Shares in         For       Did Not    Management
      Accordance With Article 75 of Corporate             Vote
      Law
6     Ratify Felix Hernandez to the Board of    For       Did Not    Management
      Directors                                           Vote
7     Authorize Funding of Ebro Puleva          For       Did Not    Management
      Foundation                                          Vote
8     Present Remuneration Report for the Year  For       Did Not    Management
      Ended December 31, 2007                             Vote
9     Receive Explanatory Report in Accordance  None      Did Not    Management
      With Article 116 of Stock Market Law                Vote
      Relating to Items in the Management
      Report
10    Receive Corporate Governance Report       None      Did Not    Management
                                                          Vote
11    Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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

EDP-ENERGIAS DE PORTUGAL  S.A

Ticker:                      Security ID:  X67925119
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       Did Not    Management
      Financial Statements and Statutory                  Vote
      Reports for Fiscal 2007
2     Approve Allocation of Income and          For       Did Not    Management
      Dividends                                           Vote
3     Approve Discharge of Management and       For       Did Not    Management
      Oversight Bodies                                    Vote
4     Authorize Repurchase and Reissuance of    For       Did Not    Management
      Shares                                              Vote
5     Authorize Repurchase and Reissuance of    For       Did Not    Management
      Bonds                                               Vote
6     Elect Supervisory Board Members           For       Did Not    Management
                                                          Vote
7     Amend Articles                            For       Did Not    Management
                                                          Vote


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

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: OCT 30, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 6-BIS in Compliance with    For       Against    Management
      Law of Jul. 2, 12/2007 Re: Limits to
      Participation in Company's Capital in
      Compliance with
2     Fix Number of and Elect Xavier de Irala   For       For        Management
      Estevez Representing Shareholder Bilbao
      Bizkaia Kutxa
3     Amend Remuneration of Directors for 2007  For       For        Management
      Fiscal Year
4     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: APR 24, 2008   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 2007
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR X Per Share
3     Discharge Directors                       For       For        Management
4     Reelect Deloitte & Touche as Auditors     For       For        Management
5     Fix the Number of Directors at 17; Amend  For       For        Management
      Article 35 of Company Bylaws
6.1   Elect Pena Rueda, S.L. as Director        For       For        Management
6.2   Elect Bilbao Bizkaia Kutxa (BBK) as       For       For        Management
      Director
6.3   Elect Sociedad de Participaciones         For       For        Management
      Industriales (SEPI) as Director
7     Approve Remuneration of Directors in the  For       For        Management
      Amount of EUR X
8     Receive Complementary Report to the       For       For        Management
      Management Report
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

GAMESA CORPORACION TECHNOLOGICA S.A

Ticker:                      Security ID:  E54667113
Meeting Date: MAY 29, 2008   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 the Year Ended Dec. 31, 2007
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Approve Discharge of Directors            For       For        Management
4     Elect Pedro Velasco Gomez as Director     For       For        Management
5     Appoint Auditors                          For       For        Management
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
8     Receive Report on Modifications to the    None      None       Management
      Board Guidelines
9     Receive Explanatory Report on the         None      None       Management
      Management Report


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

GRIFOLS SA

Ticker:                      Security ID:  E5706X124
Meeting Date: JUN 13, 2008   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, 2007; Allocation of Income
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec 31, 2007
3     Approve Discharge of Directors            For       For        Management
4     Reelect External Auditors for the         For       For        Management
      Individual Firm
5     Reelect External Auditors for the         For       For        Management
      Consolidated Group
6     Reelect Christian M. C. Purslow as        For       For        Management
      Director
7     Approve Remuneration of Directors         For       For        Management
8     Authorize Repurchase of Shares            For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Distribution of EUR 10.03 Million For       Against    Shareholder
      from the Share Premium Account as
      Proposed by Scranton Enterprises BV


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

GRUPO CATALANA OCCIDENTE S.A

Ticker:                      Security ID:  E5701Q116
Meeting Date: MAY 29, 2008   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for the Year 2007
2     Approve Allocation of Income              For       For        Management
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for the Year 2007
4     Approve Discharge of Management Board     For       For        Management
5.1   Appoint or Reelect Mariano Bach           For       Against    Management
      Portabella to the Board
5.2   Appoint or Reelect Villasa S.L. to the    For       Against    Management
      Board
5.3   Appoint or Reelect Inversiones Godo, S.L. For       Against    Management
      to the Board
5.4   Appoint or Reelect Usanser 07, S.L. to    For       Against    Management
      the Board
6     Reelect Auditors for the Company and the  For       For        Management
      Consolidated Group
7.1   Amend the Preamble of the General Meeting For       For        Management
      Guidelines
7.2   Amend Article 4.8 of the General Meeting  For       For        Management
      Guidelines
7.3   Amend Article 4.9 of the General Meeting  For       For        Management
      Guidelines
8     Receive Amendments to the Regulations of  None      None       Management
      Board of Directors
9     Authorize Repurchase of Shares and Use    For       For        Management
      Treasury Shares for Remuneration Plan for
      the Company and Its Group
10    Approve Issuance of Fixed Debt Securities For       For        Management
      Convertible and/or Exchangeable in
      Accordance with Article 153.1.b
11    Other Business Related to Previous Items  For       Against    Management
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

IBERDROLA RENOVABLES SA

Ticker:                      Security ID:  E6244B103
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated Annual For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended Dec. 31,
      2007
2     Approve Allocation of Income for Fiscal   For       For        Management
      Year Ended Dec. 31, 2007
3     Approve Individual and Consolidated       For       For        Management
      Management Reports for Fiscal Year Ended
      Dec. 31, 2007
4     Approve Discharge of Board for Fiscal     For       For        Management
      Year Ended Dec. 31, 2007
5     Authorize Repurchase of Shares Pursuant   For       For        Management
      to the Provisions of Article 5 of the
      Spanish Corporate Law; Void Previous
      Authorization to the Extent of Unused
      Portion
6     Reelect Ernst & Young, SL for the         For       For        Management
      Auditing of the Annual Financial
      Statements of the Company and its
      Consolidated Group for Fiscal Year 2008
7     Approve Delivery of Company Shares to     For       For        Management
      Executive Director as Beneficiary of the
      Compensation Plans of Iberdrola
      Renovables SA (Annual Variable Stock
      Compensation Plan, Stock Delivery Plan
      and 2008-2010 Strategic Bonus)
8     Approve Stock Option Plan Directed        For       For        Management
      Towards Employees (Including Executive
      Personnel); Delegate Board to Implement,
      Develop, Formalize, and Carry Out Such
      Plan
9     Authorize Board with Express Power of     For       For        Management
      Substitution to Create and Fund
      Associations and Foundations Pursuant to
      Applicable Legal Provisions in Effect
10.1  Amend Paragraph 1 of Article 4 of Company For       For        Management
      Bylaws Re: Registered Office and Branches
10.2  Amend Paragraph 2 of Article 48 of        For       For        Management
      Company Bylaws Re: Fiscal Year and
      Preparation of Financial Statements
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: APR 16, 2008   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 2007
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Receive Management's Report on Company    For       For        Management
      and Consolidated Group
4     Approve Discharge of Directors            For       For        Management
5     Ratify Appointment of Jose Luis Olivas    For       For        Management
      Martinez as Board Member
6     Approve a System of Variable Compensation For       For        Management
      in Shares with a Component Linked to the
      Attainment of Annual Objectives and of
      the Strategic Plan 2008-2010
7     Approve EUR 34.9 Million Capital Increase For       For        Management
      Via Non-Rights Issuance of 46.6 Million
      of New Ordinary Shares at EUR 0.75
      Nominal Value and Share Issuance Premium
      to be Determined; Amend Article 5 of
      Company By-laws Accordingly
8     Authorize Repurchase of Shares in the     For       For        Management
      Amount of up to 5 Percent of Share
      Capital; Void Authorization Granted at
      the AGM held on March 29, 2007
9     Authorize the Board to Issue              For       For        Management
      Bonds/Debentures/Other Debt Securities up
      to Aggregate Nominal Amount of EUR 20
      Billion and Promissory Notes up to an
      Amount of EUR 6 Billion; Void
      Authorization Granted at the AGM held on
      March 29, 2007
10    Approve the Listing and Delisting of      For       For        Management
      Shares, Debt Securities, Bonds,
      Promissory Notes, and Preferred Stock, in
      Spain and Foreign Secondary Markets; Void
      Authorization Granted at the AGM held on
      March 29, 2007
11    Authorize Board to Approve the Creation   For       For        Management
      of Foundation; Void Authorization Granted
      at the AGM held on March 29, 2007
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:       IDR            Security ID:  E6271Z155
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements for the Period Ended
      Dec. 31, 2007; Approve Allocation of
      Income
2     Approve Discharge of Directors            For       For        Management
3     Approve Merger by Absorption of Dimension For       For        Management
      Informatica SL and Radiologia Digita y
      Comunicaciones SL; Approve the Merger
      Balance Sheet; Approve Fiscal
      Consolidation of the Tax Regime
4.1   Elect Rosa Sugranes as Directors          For       For        Management
4.2   Reelect Mediacion y Diagnosticos S.A. as  For       For        Management
      Director
4.3   Reelect Participaciones y Cartera de      For       For        Management
      Inversion S.L. as Director
4.4   Reelect Isabel Aguilera as Director       For       For        Management
4.5   Reelect Joaquin Moya-Ageler Cabrera as    For       For        Management
      Director
4.6   Reelect Pedro Ramon y Cajal as Director   For       For        Management
4.7   Reelect Manuel Soto as Director           For       For        Management
4.8   Reelect Javier Monzon as Director         For       For        Management
4.9   Reelect Regino Moranchel `as Director     For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve Stock Option and Share Award Plan For       For        Management
7     Receive Changes to Board of Directors'    None      None       Management
      Guidelines
8     Authorize Repurchase of Shares            For       For        Management
9     Approve Auditors for Fiscal Year 2008     For       For        Management
10    Amend Article 2 of Company Bylaws Re:     For       For        Management
      Social Objective
11    Approve Minutes of Meeting                For       For        Management


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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:                      Security ID:  E6282J109
Meeting Date: JUL 17, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual Financial Statements   For       For        Management
      and Statutory Reports and Discharge
      Directors for Fiscal Year Ended January
      31, 2007
2     Approve Consolidated Financial Statements For       For        Management
      and Statutory Reports and Discharge
      Directors for Fiscal Year Ended January
      31, 2007
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Ratify and Elect Director                 For       For        Management
5     Reelect Auditors                          For       For        Management
6     Amend General Meeting Guidelines to       For       For        Management
      Adhere to Unified Code of Good
      Governance: Preamble and Article 6 on
      Competencies of General Meeting, Article
      9 on Information, and Article 22 on
      Voting
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

OBRASCON HUARTE LAIN S.A.

Ticker:                      Security ID:  E7795C102
Meeting Date: MAY 20, 2008   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,
      2007
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.40 Per Share
3     Approve Discharge of Directors            For       For        Management
4     Reelect Auditors                          For       For        Management
5     Authorize Issuance of Convertible and     For       Against    Management
      Non-Convertible Debt Instruments up to
      EUR 3 Billion
6     Authorize Repurchase of Shares            For       For        Management
7     Ratify Nomination of Silvia Villar-Mir de For       For        Management
      Fuentes as Board Member for Six Year-Term
8     Approve Director Remuneration Report      For       For        Management
9     Approve Incentive Plan Linked to Share    For       For        Management
      Performance
10    Receive Management Report                 None      None       Management
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Approve Minutes of Meeting                For       For        Management


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

RED ELECTRICA DE ESPANA S.A

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 21, 2008   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, 2007
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec. 31, 2007
3     Approve Allocation of Income and          For       For        Management
      Dividends for Fiscal Year Ended Dec. 31,
      2007
4     Approve Discharge of Directors            For       For        Management
5.1   Elect Antonio Garamendi Lecanda as        For       For        Management
      Director
5.2   Elect Jose Rodrigues Pereira dos Penedos  For       For        Management
      as Director
5.3   Elect Jose Folgado Blanco as Director     For       For        Management
5.4   Elect Arantza Mendizabal Gorostiaga as    For       For        Management
      Director
5.5   Elect Manuel Alves Torres as Director     For       For        Management
5.6   Elect Maria Jesus Alvarez Gonzalez as     For       For        Management
      Director
6     Convert the Systems Operator and Network  For       For        Management
      of Electric Energy Transport into
      Subsidiaries
7.1   Amend Article 1 of Bylaws Re: Corporate   For       For        Management
      Purpose
7.2   Amend Articles 5, 6 and 14 of Bylaws Re:  For       For        Management
      Share Capital, Register of Shares, and
      Quorum
7.3   Amend Article 33 of Bylaws Re: Extent of  For       For        Management
      Bylaws
7.4   Amend Sole Transitional Provision of      For       For        Management
      Bylaws
8.1   Amend Article 6.3 of General Meeting      For       For        Management
      Guidelines Re: Limitations
8.2   Amend Article 15.8 of General Meeting     For       For        Management
      Guidelines Re: Voting
9.1   Authorize Repurchase of Shares            For       For        Management
9.2   Approve Shares in Lieu of Cash for        For       For        Management
      Executive Directors
9.3   Revoke Prior Authorities                  For       For        Management
10    Receive Information on Remueration Policy For       For        Management
      for Directors; Ratify Director Pay for
      2007
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

REPSOL YPF S.A

Ticker:       REPYF          Security ID:  E8471S130
Meeting Date: MAY 13, 2008   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     Amend Article 49 of the Bylaws Re:        For       For        Management
      Financial Statements
3.1   Elect Isidre Faine Casas as Director      For       For        Management
3.2   Elect Juan Maria Nin Genova as Director   For       For        Management
4     Appoint Auditor                           For       For        Management
5     Authorize Repurchase of Shares            For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TECNICAS REUNIDAS S.A.

Ticker:                      Security ID:  E9055J108
Meeting Date: JUN 20, 2008   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, 2007
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended Dec. 31, 2007
3     Approve Allocation of Income              For       For        Management
4     Approve Discharge of Directors            For       For        Management
5     Appoint Auditors                          For       For        Management
6     Authorize Repurchase of Shares; Void      For       For        Management
      Previous Authorization
7     Authorize the Board to Establish and Fund For       For        Management
      Associations or Foundations Pursuant to
      Standing Legislation
8     Approve Remuneration of Directors         For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

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

Ticker:       TEF            Security ID:  879382109
Meeting Date: APR 21, 2008   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
2.1   Reelect Jose Fernando de Almansa          For       For        Management
      Morreno-Barreda to the Board
2.2   Elect Jose Maria Abril Perez to the Board For       For        Management
2.3   Elect Francisco Javier de Paz Mancho to   For       For        Management
      the Board
2.4   Elect Maria Eva Castillo Sanz to the      For       For        Management
      Board
2.5   Elect Luis Fernando Furlan to the Board   For       For        Management
3     Authorize Repurchase of Shares            For       For        Management
4     Approve Reduction in Capital via the      For       For        Management
      Cancellation of Treasury Shares; Amend
      Articles Accordingly
5     Ratify Auditors for 2008                  For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TUBACEX S.A. COMPANIA ESPANOLA DE TUBOS POR EXTRUSION

Ticker:                      Security ID:  E45132136
Meeting Date: MAY 21, 2008   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 12-31-07;
      Approve Discharge of Directors
2     Approve Allocation of Income              For       For        Management
3     Approve Annual Corporate Governance       For       For        Management
      Report
4     Reelect Independent Auditors              For       For        Management
5     Elect Juan Jose Iribecampos as Director   For       For        Management
6     Receive Directors Remuneration Report     For       For        Management
7     Approve Long-Term Incentive Plan for      For       Against    Management
      Executives
8     Authorize Repurchase of Shares            For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

UNION FENOSA

Ticker:       UNF            Security ID:  E93171119
Meeting Date: APR 22, 2008   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 12-31-07, and Discharge Directors
2     Elect/Ratify Auditors                     For       For        Management
3     Approve 3:1 Stock Split and Subsequent    For       For        Management
      Reduction in Par Value to EUR 1 from EUR
      3; Modify Article 5 Accordingly
4     Fix Number of Directors; Elect/Ratify     For       Against    Management
      Directors (Bundled)
5     Approve Stock Option Plan                 For       For        Management
6     Present Information on the Guidelines of  For       For        Management
      the Board of Directors
7     Authorize Repurchase of Shares and        For       For        Management
      Subsequent Cancellation of Shares
8     Approve Remuneration of Directors         For       For        Management
9     Approve Listing and Delisting of Shares,  For       For        Management
      Fixed Income Securities, and Other Debt
      Instruments from Secundary Stock
      Exchanges
10    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 29, 2008



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