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, 2008 - June 30, 2009



Item 1.  Proxy Voting Record.

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

ICA File Number: 811-05189
Reporting Period: 07/01/2008 - 06/30/2009
The Spain Fund, Inc.









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


ABERTIS INFRAESTRUCTURAS S.A(FORMERLY AUTOPISTAS C

Ticker:       1039803Z       Security ID:  E0003D111
Meeting Date: MAR 30, 2009   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     Authorize Increase in Capital Via       For       For          Management
      Capitalization of Reserves; Amend
      Article 5 Accordingly
3     Elect Ricardo Fornesa Ribo as Director  For       Against      Management
4     Ratify PriceWaterhouseCoopers  as       For       For          Management
      Auditors
5     Approve 2009 Stock Award Plan and 2009  For       For          Management
      Stock Option Plan
6     Authorize Repurchase of Shares          For       For          Management
7     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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ACCIONA S.A

Ticker:       ANA            Security ID:  E0008Z109
Meeting Date: JUN 3, 2009    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 Dec. 31,
      2008
2     Accept Individual and Consolidated      For       For          Management
      Management Reports for Fiscal Year
      Ended Dec. 31, 2008; Approve Discharge
      of Board of Directors
3     Approve Allocation of Income for Fiscal For       For          Management
      Year 2008
4     Reelect Deloitte, S.L. as Auditors      For       For          Management
5.1   Elect Daniel Entrecanales Domecq as     For       For          Management
      Non-independent Director
5.2   Elect Jaime Castellanos Borrego as      For       For          Management
      Independent Director
5.3   Elect Fernando Rodes Vila as            For       For          Management
      Independent Director
6     Approve Share Award Plan for Senior     For       For          Management
      Management and Executive Board Members
      as Part of their Variable Remuneration
      and the Possibility to Subsititute a
      Portion of the Assigned Shares for
      Option to Purchase Shares of the
      Company in 2009
7     Authorize Repurchase of Shares; Void    For       For          Management
      2008 Authorization; Allocate Shares to
      Service Share Award Plan
8     Authorize Board to Increase Capital by  For       For          Management
      up to EUR 31.78 Million or 50 Percent
      of the Capital with the Powers to
      Exclude Preemptive Rights
9     Authorize Issuance of Debt Securities   For       For          Management
      Including Warrants/Bonds, Simple or
      Convertible or Exchangeable, with the
      Powers to Exclude Preemptive Rights up
      to EUR 2.6 Billion and for Promissory
      Notes of EUR 1 Billion
10    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: DEC 2, 2008    Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Directors' Report               None      None         Management
2     Approve Amortization of Treasury Shares For       For          Management
3     Authorize Repurchase of Shares          For       For          Management
4.1   Elect Agustin Batuecas Torrego as       For       For          Management
      Director
4.2   Elect Alvaro Cuervo Garcia  as Director For       For          Management
4.3   Elect Jose Maria Loizaga Viguri as      For       For          Management
      Director
4.4   Elect Pedro Lopez Jimenez as Director   For       Against      Management
4.5   Elect Santos Martinez Conde             For       Against      Management
      Gutierrez-Barquin as Director
4.6   Elect Florentino Perez Rodriguez as     For       For          Management
      Director
4.7   Elect Julio Sacristan Fidalgo as        For       Against      Management
      Director
4.8   Elect Pablo Valbona Vadell as Director  For       Against      Management
4.9   Elect Jose Luis del Valle Perez as      For       For          Management
      Director
4.10  Elect Antonio Garcia Ferrer as Director For       For          Management
4.11  Elect Joan-David Grima Terre as         For       For          Management
      Director
4.12  Elect Miguel Roca Junyent as Director   For       For          Management
4.13  Elect Juan March de la Lastra as        For       Against      Management
      Director
5     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
6     Approve Minutes of Meeting              For       For          Management


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ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS S.A

Ticker:       ACS            Security ID:  E7813W163
Meeting Date: MAY 24, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Allocation of Income
2     Present Management Report in Compliance None      None         Management
      with Art. 116 Bis
3     Approve Discharge Directors             For       For          Management
4.1   Reelect Manuel Delegado Solis as        For       Against      Management
      Director for a Six-Year Term
4.2   Relect Javier Echenique Landiribar as   For       Against      Management
      Director for a Six-Year Term
4.3   Relect Javier Monzon de Caceres as      For       Against      Management
      Director for a Six-Year Term
4.4   Elect Sabina Fluxa Thienemann as        For       Against      Management
      Director for a Six-Year Term
5     Appoint External Auditors for           For       For          Management
      Individual and Consolidated Annual
      Accounts
6     Authorize Repurchase of Shares          For       For          Management
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights in Accordance with
      Art. 153.1.b) of Spanish Companies Law
8     Authorize Issuance of Nonconvertible    For       For          Management
      and Convertible Securities, Including
      Warrants, without Preemptive Rights
9     Approve Reduction in Share Capital via  For       For          Management
      Amortization of Treasury Shares
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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AMERICA MOVIL, S.A.B. DE C.V.

Ticker:       AMXVF          Security ID:  P0280A101
Meeting Date: APR 20, 2009   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


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BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Ticker:       BBVA           Security ID:  E11805103
Meeting Date: MAR 12, 2009   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
      Fiscal Year Ended Dec. 31, 2007;
      Approve Discharge of Directors
2.1   Add New Article 53 bis to the Company's For       For          Management
      Bylaws Regarding Distribution of Stock
      Dividend Charged to Share Issuance
      Premium Reserve
2.2   Approve Stock Dividend from Treasury    For       For          Management
      Shares for Distribution to Shareholders
      Charged to Share Issuance Premium
      Reserve
3     Approve Merger by Absorption of Banco   For       For          Management
      de Credito Local de Espana, S.A.U. and
      BBVA Factoring E.F.C., S.A.U. by
      Company; Approve Merger Balance Sheet
      as of Dec. 31, 2008
4.1   Re-elect Jose Antonio Fernandez Rivero  For       For          Management
4.2   Re-elect Jose Maldonado Ramos           For       For          Management
4.3   Re-elect Enrique Medina Fernandez       For       For          Management
5     Approve Increase in Capital in          For       For          Management
      Accordance with Article 153.1.b of
      Spanish Company Law Up to 50 Percent of
      Capital and with the Powers to Exclude
      Preemptive Rights
6     Authorize Increase in Capital via       For       For          Management
      Issuance of Fixed Debt Securities
      Non-Convertible up to the Amount of EUR
      50 Billion
7     Authorize Share Repurchase and          For       For          Management
      Subsequent Capital Reduction via
      Amortization of Shares
8.1   Liquidation of Long-Term Compensation   For       For          Management
      Plan for Years 2006-2008
8.2   Approve Variable Remuneration for       For       For          Management
      Fiscal Years 2009-2010 Consisting of
      the Delivery of Company's Shares for
      Executive Officers, Including Executive
      Members of the Board and Members of the
      Executive Committee
9     Re-elect Auditors for Fiscal Year 2009  For       For          Management
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

BANCO SANTANDER S.A.

Ticker:       SAN            Security ID:  E19790109
Meeting Date: SEP 21, 2008   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve EUR 71.69 Million Capital       For       For          Management
      Increase via Issuance of 143.38 Million
      New Common Shares with EUR 0.5 Par
      Value Each and a Share Issuance Premium
      to be Determined by the Board, in
      Accordance with Article 153.1c of
      Spanish Companies Law
2     Approve Delivery of 100 Banco Santander For       For          Management
      Shares to Each Employee of the Alliance
      & Leicester Plc Group as Special Bonus
      at the Completion of the Acquisition
3     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

BANCO SANTANDER S.A.

Ticker:       SAN            Security ID:  E19790109
Meeting Date: JAN 25, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve EUR 88.7 Million Capital        For       For          Management
      Increase via Issuance of 177.4 Million
      New Common Shares with EUR 0.5 Par
      Value Each and a Share Issuance Premium
      to be Determined by the Board, in
      Accordance with Article 159.1c of
      Spanish Companies Law
2     Approve Delivery of 100 Banco Santander For       For          Management
      Shares to Each Employee of the Abbey
      National plc.subgroup as Special Bonus
      at the Completion of the Acquisition of
      the Retail Deposits and Branch and
      Distribution Networks of the Bradford &
      Bingley plc. Group
3     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

BANCO SANTANDER S.A.

Ticker:       SAN            Security ID:  E19790109
Meeting Date: JUN 18, 2009   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, 2008
2     Approve Allocation of Income            For       For          Management
3.1   Reelect Matias Rodriguez Inciarte to    For       For          Management
      the Board of Directors
3.2   Reelect Manuel Soto Serrano to the      For       For          Management
      Board of Directors
3.3   Reelect Guillermo de la Dehesa Romero   For       For          Management
      to the Board of Directors
3.4   Reelect Abel Matutes Juan to the Board  For       For          Management
      of Directors
4     Reelect Auditors for Fiscal Year 2009   For       For          Management
5     Authorize Repurchase of Shares in       For       For          Management
      Accordance With Article 75 of Corporate
      Law; Void Authorization Granted on June
      21, 2008
6     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 21,
      2008
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities up to
      Aggregate Nominal Amount of EUR 2.04
      Billion without Preemptive Rights
8     Authorize Capitalization of Reserves of For       For          Management
      0.5: 1 Bonus Issue; Amend Article 5
      Accordingly
9     Grant Board Authorization to Issue      For       For          Management
      Convertible and/or Exchangeable Debt
      Securities without Preemptive Rights
10.1  Approve Bundled Incentive Plans Linked  For       For          Management
      to Predetermined Requirements such as
      Total Return Results and EPS
10.2  Approve Savings Plan for Abbey National For       For          Management
      Plc' Employees and other Companies of
      Santander Group in the U.K.
10.3  Approve Issuance of 100 Shares to       For       For          Management
      Employees of Sovereign Subsidiary
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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BOLSAS Y MERCADOS ESPANOLES, SOCIEDAD HLDG DE MERCADOS Y SISTEMAS FINANCIERS S.A

Ticker:                      Security ID:  E8893G102
Meeting Date: APR 28, 2009   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,
      2008; Approve Discharge of Directors
2     Approve Allocation of Income            For       For          Management
3.1   Reelect Tomas Muniesa Arantegui to      For       For          Management
      Board of Directors for a Term of 4
      Years
3.2   Reelect Antonio J. Zoido Martinez to    For       For          Management
      Board of Directors for a Term of 4
      Years
3.3   Reelect Joan Hortala i Arau to Board of For       For          Management
      Directors for a Term of 4 Years
3.4   Reelect Ramiro Mato-Garcia-Ansorena to  For       For          Management
      Board of Directors for a Term of 4
      Years
4     Approve Remuneration of Chairman        For       For          Management
5     Approve Remuneration of Directors       For       For          Management
6     Reappoint Deloitte S.L. as External     For       For          Management
      Auditors for Fiscal Year 2009
7     Authorize Repurchase of Shares          For       For          Management
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
9     Allow Questions                         For       For          Management


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CORPORACION FINANCIERA ALBA, S. A.

Ticker:                      Security ID:  E33391132
Meeting Date: MAY 27, 2009   Meeting Type: Annual/Special
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 12-31-08
2     Approve Discharge of Management Board   For       For          Management
      for Fiscal Year 2008
3     Approve Allocation of Income and        For       For          Management
      Dividends
4.1   Elect Jose Manuel Serra Peirs as        For       For          Management
      Independent Director
4.2   Elect Jose Ramon del Cano Palop as      For       For          Management
      Executive Director
5     Authorize Repurchase of Shares          For       For          Management
6     Approve Reduction in Stated Capital via For       For          Management
      Cancellation of Treasury Shares;
      Modification of Article 5 of Company
      Bylaws
7     Approve Standard Accounting Transfers   For       For          Management
      to Voluntary Reserves from Legal
      Reserves Resulting from Capital
      Reductions
8     Authorize the Board to Increase Share   For       For          Management
      Capital According to Article 153.1.b,
      with the Powers to Exclude Preemptive
      Rights
9     Aurthorize Issuance of Fixed Debt       For       For          Management
      Obligations, Bonds, Warrants,
      Convertible or Non-Convertible and with
      the Powers to Exclude Preemptive Rights
      up to the Maxmimum Amount of EUR 500
      Million
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
11    Approve Minutes of Meeting              For       For          Management


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CRITERIA CAIXACORP SA

Ticker:       CRI            Security ID:  E3641N103
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Individual     For       For          Management
      Financial Statements and Statutory
      Reports for the Year Ended on December
      31, 2008
2     Approve Discharge of Directors          For       For          Management
3     Approve Allocation of Income and        For       For          Management
      Dividends for the Year Ended on
      December 31, 2008
4     Approve Merger by Absorption of         For       For          Management
      Crisegen Inversiones by Criteria
      Caixacorp S.A.; Approve Merger Balance
      Sheet as of Dec. 31 2008; Adopt
      Consolidated Fiscal Tax Regime
5     Approve Merger by Absorption ofCaixa    For       For          Management
      Capital Desarollo, S.A. by Criteria
      Caixacorp S.A.; Approve Merger Balance
      Sheet as of Dec. 31 2008; Adopt
      Consolidated Fiscal Tax Regime
6     Authorize Repurchase of Shares          For       For          Management
7     Reelect External Auditors               For       For          Management
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

EBRO PULEVA (AZUCARERA EBRO AGRICOLAS )

Ticker:                      Security ID:  E38028135
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports, and Allocation of
      Income and Distribution of Dividend for
      the Year Ended December 31, 2008
2     Approve Discharge of Directors for      For       For          Management
      Fiscal Year 2008
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.36 Per Share
4     Approve Sale of Sugar Business and      For       For          Management
      Other Related Agro-Industrial
      Businesses
5     Approve Two Extraordinary Dividends     For       For          Management
      Based on the Results of the Sale of
      Sugar Business
6     Approve Remuneration of Directors for   For       For          Management
      2008 and Present Remuneration Report
      for the Year Ended December 31, 2008
7     Appoint External Auditors               For       For          Management
8     Authorize Share Repurchase Program and  For       For          Management
      Cancellation of Repurchased Shares in
      Accordance with Article 75
9     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
10    Authorize Donations to Ebro Puleva      For       For          Management
      Foundation
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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EDP RENOVAVEIS SA

Ticker:       EDPR           Security ID:  E3847K101
Meeting Date: APR 14, 2009   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 December 31, 2008
2     Approve Allocation of Income for Fiscal For       For          Management
      Year Ended December 31, 2008
3     Approve Director's Report and Corporate For       For          Management
      Governance Report
4     Approve Discharge of Management         For       For          Management
4bis  Increase Size of Board of Directors to  For       None         Shareholder
      16 and Elect Gilles August as Director
5     Approve Remuneration Report             For       For          Management
6     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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ENAGAS SA

Ticker:       ENG            Security ID:  E41759106
Meeting Date: MAR 26, 2009   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 2008
2     Approve Allocation of Income            For       For          Management
3     Approve Discharge of Management Board   For       For          Management
4     Reappoint Deloitte S.L as External      For       Against      Management
      Auditor for 2009
5.1   Re-Elect Salvador Gabarro Serra,        For       For          Management
      Representative of Gas Natural SDG S.A.,
      as Director
5.2   Re-Elect Ramon Perez as Independent     For       For          Management
      Director
5.3   Re-Elect Marti Parellada as Independent For       For          Management
      Director
5.4   Elect Directors by Cooptation to Fill   For       Against      Management
      Vacancies After the Convening of the
      Meeting
5.5   Fix the Number of Directors             For       For          Management
6     Approve Remuneration of Directors for   For       For          Management
      2009
7     Authorize the Board of Directors to     For       For          Management
      Issue Fixed-Income Securities
      Convertible or Not Convertible up to
      EUR 3  Billion; Void Authorization
      Granted at the May  11, 2007 Meeting
8     Receive Complementary Report to the     None      None         Management
      Management Report
9     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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ENDESA S.A.

Ticker:       ELEZF          Security ID:  E41222113
Meeting Date: JUN 30, 2009   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 12-31-08
2     Approve Board Report on Indivual and    For       For          Management
      Consolidated Results for  Fiscal Year
      Ended 12-31-08
3     Approve Discharge of Directors          For       For          Management
4     Approve Allocation of Income and        For       For          Management
      Dividends
5     Appoint External Auditors               For       For          Management
6     Authorize Repurchase of Shares          For       For          Management
7     Fix Number of and Elect Directors       For       Against      Management
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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GAMESA CORPORACION TECHNOLOGICA S.A

Ticker:       GAM            Security ID:  E54667113
Meeting Date: MAY 28, 2009   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,
      2008
2     Approve Allocation of Income for the    For       For          Management
      Year Ended Dec. 31, 2008
3     Approve Management Report of Individual For       For          Management
      and Consolidated Companies for the Year
      Ended Dec. 31, 2008
4     Approve Discharge of Directors          For       For          Management
5     Elect Iberdrola S.A. as a Director      For       For          Management
6     Elect Carlos Fernandez-Lerga Garralda   For       For          Management
      as a Director
7     Appoint External Auditors for Fiscal    For       For          Management
      Year 2009
8     Authorize Repurchase of Shares Up to 5  For       For          Management
      Percent of Capital; Void Previous
      Authorization Granted by the AGM on May
      30, 2008
9     Approve Stock for Salary Bonus Plan for For       For          Management
      Executives under the Long Term
      Incentive Program to Achieve the
      Objectives of the Strategic Plan
      2009-2011
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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GRIFOLS SA

Ticker:       GRF            Security ID:  E5706X124
Meeting Date: MAY 15, 2009   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, 2008; Allocation of
      Income
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports for
      Fiscal Year Ended Dec 31, 2008
3     Approve Discharge of Directors          For       For          Management
4     Reelect External Auditors for the       For       For          Management
      Individual Accounts
5     Reelect External Auditors for the       For       For          Management
      Consolidated Accounts
6     Ratify Director Ana Vega Lluch          For       For          Management
7     Approve Remuneration of Directors       For       For          Management
8     Approve Dividends                       For       For          Management
9     Authorize Share Repurchase              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: APR 30, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year 2008
2     Approve Allocation of Income for Fiscal For       For          Management
      Year 2008
3     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports for
      Fiscal Year 2008
4     Approve Discharge of Management Board   For       For          Management
5.1   Appoint or Reelect D. Jorge Enrich      For       Against      Management
      Izard as Director
5.2   Appoint or Reelect D. Federico Halpern  For       Against      Management
      Blasco as Director
5.3   Appoint or Reelect D. Jesus Serra Farre For       Against      Management
      as Director
5.4   Appoint or Reelect Olandor S.L. as      For       Against      Management
      Director
6     Reelect Auditors for the Company and    For       For          Management
      the Consolidated Group
7     Authorize Repurchase of Shares and Use  For       For          Management
      Treasury Shares for Remuneration Plan
      for the Company and its Group
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

IBERDROLA RENOVABLES SA

Ticker:       IBR            Security ID:  E6244B103
Meeting Date: JUN 10, 2009   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 December
      31, 2008
2     Approve Allocation of Income for Fiscal For       For          Management
      Year Ended December 31, 2008
3     Approve Individual and Consolidated     For       For          Management
      Management Reports for Fiscal Year
      Ended December 31, 2008
4     Approve Discharge of Directors          For       For          Management
5     Appoint External Auditors for Fiscal    For       For          Management
      Year 2009
6.1   Ratify Appointment by Cooptation of     For       For          Management
      Santiago Martinez Garrido as Director
6.2   Ratify Appointment by Cooptation of     For       For          Management
      Maria Dolores Herrera Pereda as
      Director
7     Authorize Repurchase of Shares; Void    For       For          Management
      Previous Authorization to the Extent of
      Unused Portion
8     Authorize Board to Establish and Fund   For       For          Management
      Associations and Foundations
9     Amend Articles 13, 18, 23, 28, 30, 31,  For       For          Management
      32, 33, 38, 39, 40, 41 and 43 from
      Title III of the Company Bylaws
10    Amend the General Meeting Guidelines    For       For          Management
      and Approve Resulting Text of the
      Guidelines
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: MAR 19, 2009   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 2008
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     Re-Appoint Auditors for Company and     For       For          Management
      Consolidated Group for Fiscal Year 2009
6     Ratify Appointment of Mrs. Samantha     For       For          Management
      Barber as Independent Director
7     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 April 17, 2008
8     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 April 17, 2008
9     Authorize Issuance of                   For       For          Management
      Bonds/Debentures/Warrants With
      Pre-Emptive Rights up to Aggregate
      Nominal Amount of EUR 5 billion
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 April 17, 2008
11    Authorize Board to Approve the Creation For       For          Management
      of Foundation; Void Authorization
      Granted at the AGM held on April 17,
      2008
12.1  Amend Articles 23, 28, 34, 36, 37, 38,  For       For          Management
      45, 46, 47, and 49 of Company Bylaws
12.2  Amend Articles 57 and 58 of Company     For       For          Management
      Bylaws
13    Amend and Approve New Text of General   For       For          Management
      Meeting Guidelines
14    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:       IDR            Security ID:  E6271Z155
Meeting Date: JUN 24, 2009   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, 2008; Approve Allocation
      of Income
2     Approve Discharge of Directors          For       For          Management
3     Approve Merger by Absorption of Euro    For       For          Management
      Quality, S.L.; Approve the Merger
      Balance Sheet; Approve Fiscal
      Consolidation of the Tax Regime
4.1   Elect Salvador Gabarro Serra as         For       For          Management
      Director
4.2   Elect Rafael Villaseca as Director      For       For          Management
4.3   Dismiss Director Pedro Ramon y Cajal    For       For          Management
4.4   Elect Daniel Garcia Pita as Director    For       For          Management
5     Authorize Repurchase of Shares          For       For          Management
6     Approve Auditors for Fiscal Year 2009   For       For          Management
7     Approve Minutes of Meeting              For       For          Management
8     Receive Remuneration Report             For       For          Management


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

NATRA SA

Ticker:       NAT            Security ID:  E75815121
Meeting Date: JUN 29, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements for the    For       For          Management
      Fiscal Year 2008; Approve Discharge
      Directors
2     Approve Allocation of Income            For       For          Management
3     Elect External Auditors                 For       For          Management
4     Approve Company Reestructuring to       For       For          Management
      Separate Cacao/Chocolate Division and
      Investment Division
5     Present Merger Report of                For       For          Management
      Cacao/Chocolate Division with Barry
      Callebaut Stollwerck
6     Authorize Issuance of Warrants without  For       Abstain      Management
      Preemptive Rights in Accordance with
      Article 159.1 of the Spanish Company
      Law; Approve Increase in Capital
7     Authorize Repurchase of Shares          For       For          Management
8     Elect Directors (Bundled)               For       Abstain      Management
9     Approve Stock Option Plan for           For       Against      Management
      Executives of the Company
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
11    Allow Questions                         None      None         Management
12    Approve Minutes of Meeting              For       For          Management


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

OBRASCON HUARTE LAIN S.A.

Ticker:                      Security ID:  E7795C102
Meeting Date: MAY 5, 2009    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,
      2008
2     Approve Allocation of Income            For       For          Management
3     Approve Discharge of Directors          For       For          Management
4     Reelect External Auditors               For       For          Management
5     Authorize Share Repurchase              For       For          Management
6     Approve Reduction of 5 Percent in Share For       For          Management
      Capital through the Amortization of
      Treasury Shares; Amend Article 5
      Accordingly
7.1   Reelect Rafael Martin de Nicolas Canas  For       Abstain      Management
      as Director for a Six-Year Term
7.2   Reelect Jose Luis Garcia-Villalba       For       Abstain      Management
      Gonzalez as Director for a Six-Year
      Term
7.3   Reelect SAAREMA Inversiones SA as       For       Abstain      Management
      Director for a Six-Year Term
7.4   Reelect Luis Solera Gutierrez as        For       Abstain      Management
      Director for a Six-Year Term
7.5   Reelect Jaime Vega de Seoane y          For       Abstain      Management
      Azpilicueta as Director for a Six-Year
      Term
7.6   Reelect Juan-Miguel Villar Mir as       For       Abstain      Management
      Director for a Six-Year Term
7.7   Reelect Juan Villar-Mir de Fuentes as   For       Abstain      Management
      Director for a Six-Year Term
7.8   Reelect Javier Lopez Madrid as Director For       Abstain      Management
      for a Six-Year Term
7.9   Relect Tomas Garcia Madrid as Director  For       Abstain      Management
      for a Six-Year Term
8     Approve Director Remuneration Report    For       For          Management
9     Present Management Report in Compliance None      None         Management
      with Art. 116 Bis
10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
11    Approve Minutes of Meeting              For       For          Management


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

PROSEGUR COMPANIA DE SEGURIDAD S.A.

Ticker:                      Security ID:  E83453162
Meeting Date: JUN 29, 2009   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 the
      Fiscal Year Ended on December 31, 2008
2     Approve Dividends                       For       For          Management
3     Reelect Eduardo Paraja Quiros as        For       Against      Management
      Director
4     Authorize Repurchase of Shares          For       For          Management
5     Reelect Auditors                        For       For          Management
6     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

REPSOL YPF S.A

Ticker:       REPYF          Security ID:  E8471S130
Meeting Date: MAY 13, 2009   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   Re-Elect Luis Suarez de Lezo Mantilla   For       For          Management
      as Director
2.2   Elect Maria Isabel Gabarro Miguel as    For       For          Management
      Director
3     Elect External Auditors                 For       For          Management
4     Authorize Repurchase of Shares          For       For          Management
5     Authorize Issuance of Bonds/Debentures  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: MAY 4, 2009    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Individual Financial Statements  For       Did Not Vote Management
      and Statutory Reports for Fiscal Year
      Ended December 31, 2008
2     Accept Consolidated Financial           For       Did Not Vote Management
      Statements and Statutory Reports for
      Fiscal Year Ended December 31, 2008
3     Approve Allocation of Income            For       Did Not Vote Management
4     Approve Discharge of Directors          For       Did Not Vote Management
5     Reappoint External Auditors for Fiscal  For       Did Not Vote Management
      Year 2009
6     Authorize Repurchase of Shares; Void    For       Did Not Vote Management
      Previous Authorization
7     Authorize the Board to Establish and    For       Did Not Vote Management
      Fund Associations or Foundations
      Pursuant to Standing Legislation
8     Approve Remuneration of Directors       For       Did Not Vote Management
9     Authorize Board to Ratify and Execute   For       Did Not Vote Management
      Approved Resolutions


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

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

Ticker:       TLFNF          Security ID:  879382109
Meeting Date: JUN 22, 2009   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 Dividend Charged to             For       For          Management
      Unrestricted Reserves
3     Approve Employee Stock Purchase Plan    For       For          Management
4     Authorize Share Repurchase Program      For       For          Management
5     Approve Reduction in Capital via the    For       For          Management
      Cancellation of Treasury Shares; Amend
      Articles Accordingly
6     Ratify Auditors for Fiscal Year 2009    For       For          Management
7     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

VISCOFAN S.A

Ticker:                      Security ID:  E97579192
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reading of Meeting Notice               For       For          Management
2     Designate Two Shareholders to Approve   For       For          Management
      and Sign Minutes of Meeting
3     Approve Individual and Consolidated     For       For          Management
      Financial Statements and Statutory
      Reports for Fiscal Year Ended Dec. 31,
      2008; Appprove Allocation of Income
      Including a Partial Return of an
      Issuance Premium of EUR 0.29 per Share
4.1   Present Explanatory Report in           None      None         Management
      Accordance With Article 116 of Stock
      Market Law Relating to Items in the
      Management Report
4.2   Present Annual Corporate Governance     None      None         Management
      Report
5     Elect Jose Domingo de Ampuero y Osma as For       For          Management
      Independent Board Member
6     Approve Reduction in Share Capital by   For       For          Management
      EUR 39,359 via Amortization of 131,197
      Treasury Shares; Amend Article 5
      Accordingly
7     Authorize Repurchase of Shares in       For       For          Management
      Accordance With Article 75 of Corporate
      Law
8     Approve Remuneration Report             For       For          Management
9     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: Robert M. Keith*
                                  -----------------------
                                  President

                              Date:  August 31, 2009



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