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)

                        Alliance Capital Management 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

                                 MARK R. MANLEY
                        Alliance Capital Management L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                              Patricia A. Poglinco
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2003 - June 30, 2004



Item 1.  Proxy Voting Record.





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

ICA File Number: 811-05189
Reporting Period: 07/01/2003 - 06/30/2004
The Spain Fund, Inc.









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


ABENGOA S.A.

Ticker:                      Security ID:  E0002V179
Meeting Date: JUN 26, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements, and Discharge
      Directors; Information Regarding General
      Meeting and Board Guidelines
2     Approve Allocation of Income              For       For        Management
3     Approve Auditors                          For       For        Management
4     Ratify Appointment of Director to the     For       For        Management
      Board
5     Amend Article 46 Re: Increase Maximum     For       For        Management
      Number of Directors to 12 from 10
6     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
7     Authorize Issuance of Convertible Bonds   For       For        Management
      without Preemptive Rights
8     Authorize Repurchase of Shares            For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Minutes of Meeting                For       For        Management


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ACCIONA SA (FORMERLY GRUPO ACCIONA SA (FORMERLY CUBIERTAS Y

Ticker:                      Security ID:  E0008Z109
Meeting Date: APR 25, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements               For       For        Management
2     Accept Statutory Reports; Approve         For       For        Management
      Discharge of Directors
3     Approve Allocation of Income and Dividend For       For        Management
      of EUR 1.38 Per Share
4     Amend Articles                            For       For        Management
5     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Issuance of Convertible Bonds   For       Against    Management
      without Preemptive Rights
7     Approve General Meeting Guidelines        For       For        Management
8     Authorize Repurchase of Shares            For       For        Management
9     Elect Auditors                            For       For        Management
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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ACERINOX S.A.

Ticker:                      Security ID:  E0060D103
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Distribution of Aggregate
      Dividend of EUR 55.27 Million
2     Approve Discharge of Management; Approve  For       For        Management
      Dividend Payments Made in 01-05-04 and
      04-05-04
3     Approve KPMG Auditores S.L. as Auditors   For       For        Management
      for Fiscal Year 2004
4     Authorize Share Repurchase Program        For       For        Management
5     Approve 4:1 Stock Split and Reduce Par    For       For        Management
      Value of Shares to EUR 0.25 from EUR 1
6     Amend Articles 14 and 15 Re: Attendance,  For       For        Management
      Presiding Committee, Accords
7     Approve Distribution of EUR 0.08 Per      For       For        Management
      Share from Issuance Premium Reserve
8     Amend Articles 5, 6, and 7 of General     For       For        Management
      Meeting Guidelines Re: Shareholder's
      Acces to Information, Participation in
      the Meeting, Shareholder Representation
      at the Meeting
9     Elect Juan March and Susumu Komori to     For       For        Management
      Management Board and  Reelect Jose
      Aguirre, Jose Guerediaga, Oscar Fanjul,
      and Marcelino Oreja for Four Year Terms
      to Management Board
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Designate Shareholders to Approve and     For       For        Management
      Sign Minutes of Meeting


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ACERINOX S.A.

Ticker:                      Security ID:  E0060D103
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Distribution of Aggregate
      Dividend of EUR 55.27 Million
2     Approve Discharge of Management; Approve  For       For        Management
      Dividend Payments Made in 01-05-04 and
      04-05-04
3     Approve KPMG Auditores S.L. as Auditors   For       For        Management
      for Fiscal Year 2004
4     Authorize Share Repurchase Program        For       For        Management
5     Approve 4:1 Stock Split and Reduce Par    For       For        Management
      Value of Shares to EUR 0.25 from EUR 1
6     Amend Articles 14 and 15 Re: Attendance,  For       For        Management
      Presiding Committee, Accords
7     Approve Distribution of EUR 0.08 Per      For       For        Management
      Share from Issuance Premium Reserve
8     Amend Articles 5, 6, and 7 of General     For       For        Management
      Meeting Guidelines Re: Shareholder's
      Acces to Information, Participation in
      the Meeting, Shareholder Representation
      at the Meeting
9     Elect Juan March and Susumu Komori to     For       For        Management
      Management Board and  Reelect Jose
      Aguirre, Jose Guerediaga, Oscar Fanjul,
      and Marcelino Oreja for Four Year Terms
      to Management Board
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Designate Shareholders to Approve and     For       For        Management
      Sign Minutes of Meeting


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ACS, ACTIVIDADES DE CONSTRUCCIONES (FORMERLY GINES NAVARRO C

Ticker:                      Security ID:  E7813W106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       For        Management
      Statements, Allocation of Income; Present
      Corporate Governance Report
2     Approve Discharge of Management Board     For       For        Management
3     Elect Management Board                    For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve Auditors                          For       For        Management
6     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of 902,453 Treasury Shares;
      Amend Articles Accordingly
7     Approve 3:1 Stock Split and Subsequent    For       For        Management
      Reduction in Par Value to EUR 0.50 from
      EUR 1.50
8     Amend Articles 13, 15, 20b, 22, 26, and   For       For        Management
      28 Re: Board Numbers, Composition,
      Functions, and General Meetings
      Attendance and Information
9     Approve Stock Option Plan                 For       For        Management
10    Approve General Meeting Guidelines;       For       For        Management
      Present Report Re: Board Guidelines
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Approve Minutes of Meeting                For       For        Management


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ACS, ACTIVIDADES DE CONSTRUCCIONES (FORMERLY GINES NAVARRO C

Ticker:                      Security ID:  E7813W106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       For        Management
      Statements, Allocation of Income; Present
      Corporate Governance Report
2     Approve Discharge of Management Board     For       For        Management
3     Elect Management Board                    For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve Auditors                          For       For        Management
6     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of 902,453 Treasury Shares;
      Amend Articles Accordingly
7     Approve 3:1 Stock Split and Subsequent    For       For        Management
      Reduction in Par Value to EUR 0.50 from
      EUR 1.50
8     Amend Articles 13, 15, 20b, 22, 26, and   For       For        Management
      28 Re: Board Numbers, Composition,
      Functions, and General Meetings
      Attendance and Information
9     Approve Stock Option Plan                 For       For        Management
10    Approve General Meeting Guidelines;       For       For        Management
      Present Report Re: Board Guidelines
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Approve Minutes of Meeting                For       For        Management


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ALDEASA SA

Ticker:                      Security ID:  E0376M102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       For        Management
      Statements, Allocation of Income, and
      Discharge Directors
2     Elect Management Board                    For       For        Management
3     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Amount
      of EUR 12.6 Million
4     Authorize Repurchase of Shares            For       For        Management
5     Amend Articles 17.5 (Delegations), and    For       For        Management
      18.6 and 11 (Right to Information)
6     Amend General Meeting Guidelines          For       For        Management
7     Approve Auditors                          For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Authorize Chairman and Secretary to       For       For        Management
      Ratify and Execute Approved Resolutions


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ALDEASA SA

Ticker:                      Security ID:  E0376M102
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       For        Management
      Statements, Allocation of Income, and
      Discharge Directors
2     Elect Management Board                    For       For        Management
3     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Amount
      of EUR 12.6 Million
4     Authorize Repurchase of Shares            For       For        Management
5     Amend Articles 17.5 (Delegations), and    For       For        Management
      18.6 and 11 (Right to Information)
6     Amend General Meeting Guidelines          For       For        Management
7     Approve Auditors                          For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Authorize Chairman and Secretary to       For       For        Management
      Ratify and Execute Approved Resolutions


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AMADEUS GLOBAL TRAVEL DISTRIBUTION SA

Ticker:                      Security ID:  E0463L199
Meeting Date: JUN 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income              For       Against    Management
4     Approve Discharge of Management Board     For       For        Management
5     Elect Management Board                    For       For        Management
6     Reelect Deloitte & Touche Espana S.L. as  For       For        Management
      Auditors
7     Approve Reduction in Share Capital Via    For       For        Management
      Cancellation of 48.54 Million Class B
      Shares; Amend Article 5 to Reflect Change
      in Capital
8     Amend Articles                            For       For        Management
      12,14,17,20,22,23,25,27,29,30,31,32,33
      Re: Shareholder Meetings, Meeting Notice,
      Attendance and Participation at the
      Meetings, Board Guidelines, General
      Meeting Guidelines, Remote Vote,
      Shareholder Access to Information
9     Approve General Meeting Guidelines        For       For        Management
10    Modify Executive Stock Option Plan        For       Against    Management
      Approved at 06-16-00 AGM
11    Authorize Repurchase of Shares            For       For        Management
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO BILBAO VIZCAYA ARGENTARIA

Ticker:       BBV            Security ID:  E11805103
Meeting Date: FEB 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Distribution of Dividend,
      and Discharge Directors
2     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with or without
      Preemptive Rights
3     Authorize Issuance of Bonds up to         For       For        Management
      Aggregate Nominal Amount of EUR 71.8
      Billion
4     Amend Articles 24, 29, 31, 34, 35, 37,    For       For        Management
      38, 45 Re: Attendance Rights, Shareholder
      Information Rights, Adoption of
      Agreements, Board Election and Size,
      Board Member Requirements, Board
      Vacancies, Chairman and Secretary,
      Creation and Composition of Board
5     Approve General Meeting Guidelines;       For       For        Management
      Information Re: Board Guidelines
6     Approve Listing (or Delisting) of Shares  For       For        Management
      on Secondary/Foreign Exchanges
7     Authorize Repurchase of Shares and        For       For        Management
      Subsequent Cancellation of Repurshased
      Shares
8     Reelect Deloitte & Touche Espana, S.L. as For       For        Management
      Auditors
9     Elect Jose Antonio Fernandez Rivero and   For       For        Management
      Carlos Loring as New Directors; Reelect
      Directors
10    Approve Fund Transfer to Employee         For       For        Management
      Retirement Fund
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO ESP CREDITO (BANESTO)

Ticker:                      Security ID:  E20930124
Meeting Date: DEC 2, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Banco de    For       Against    Management
      Vitoria SA; Approve Merger Balance Sheet
      Dated 8-31-03
2     Approve Transfer of Reserves to Employee  For       For        Management
      Retirement Fund
3     Approve EUR 6 Million in Donations to     For       For        Management
      'Fundacion para el Desarrollo de la
      Sociedad' (Non-Profit Foundation)
4     Amend Articles Re: Distinction Between    For       For        Management
      Executive and Non-executive Directors;
      Company Secretary; and Maximum Number of
      Members of Audit and Compliance Committee
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO ESP CREDITO (BANESTO)

Ticker:                      Security ID:  E20930124
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports of Banco de Vitoria  SA
2     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors
3     Approve General Meeting Guidelines        For       For        Management
4     Approve EUR 201.4 Million Reduction in    For       For        Management
      Stated Capital for Bonus Payment to
      Shareholders in Amount of EUR 0.29
5     Amend Articles Re: Responsibilities of    For       For        Management
      Chairman, Disclosure via Internet, Voting
      Rights, Remote Attendance at Meetings,
      and Other Governance-Related Issues
6     Fix Number of Directors (11); Election of For       For        Management
      Two New Non-Executive Directors
      (Francisco Daurella Franco and Daniel
      Garcia-Pita Peman); Reelect Directors
7     Ratify Auditors                           For       For        Management
8     Authorize Repurchase of Shares            For       For        Management
9     Authorize Issuance of Warrants or         For       For        Management
      Convertible Bonds without Preemptive
      Rights
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Present Information Re: Board Guidelines  For       For        Management


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BANCO POPULAR ESPANOL

Ticker:                      Security ID:  E19550156
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports, Allocation of Income, and
      Discharge Directors
2     Elect Management Board                    For       For        Management
3     Reelect Pricewaterhouse Coopers as        For       For        Management
      Auditors
4     Amend Articles 14,15,16,18,21, and 22 Re: For       For        Management
      Remote Vote, Shareholder Access to
      Information, Number of Directors and
      Remuneration, Audit Committee
5     Approve General Meeting Guidelines;       For       For        Management
      Information Re: Board Guidelines
6     Authorize Share Repurchase Program and    For       For        Management
      Cancellation of Repurchased Shares;
      Approve Reduction in Capital
7     Approve Transfer of Reserves to Early     For       Against    Management
      Retirement Fund
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO POPULAR ESPANOL

Ticker:                      Security ID:  E19550156
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports, Allocation of Income, and
      Discharge Directors
2     Elect Management Board                    For       For        Management
3     Reelect Pricewaterhouse Coopers as        For       For        Management
      Auditors
4     Amend Articles 14,15,16,18,21, and 22 Re: For       For        Management
      Remote Vote, Shareholder Access to
      Information, Number of Directors and
      Remuneration, Audit Committee
5     Approve General Meeting Guidelines;       For       For        Management
      Information Re: Board Guidelines
6     Authorize Share Repurchase Program and    For       For        Management
      Cancellation of Repurchased Shares;
      Approve Reduction in Capital
7     Approve Transfer of Reserves to Early     For       Against    Management
      Retirement Fund
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:       SBP            Security ID:  E19790109
Meeting Date: JUN 18, 2004   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     Approve Allocation of Income              For       For        Management
3     Reelect and Ratify Management Board       For       For        Management
4     Reelect Deloitte & Touche Espana SL as    For       For        Management
      Auditors
5     Authorize Share Repurchase Program        For       For        Management
6     Amend Articles 8,15,16,22,and 23 Re:      For       For        Management
      Share Registry Entity, Elimination of
      Shareholding Requirement to Attend
      Shareholder Meetings, Remote Voting and
      Attendance; Add New Article and Change
      Numeration of Company's By-Laws
7     Approve New General Meeting Guidelines    For       For        Management
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities  with Preemptive
      Rights
9     Authorize Issuance of Non-Convertible     For       For        Management
      Bonds
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Accept Board Guidelines Report            For       For        Management


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BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:       BCH            Security ID:  E19790109
Meeting Date: JUN 19, 2004   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     Approve Allocation of Income              For       For        Management
3     Reelect and Ratify Management Board       For       For        Management
4     Reelect Deloitte & Touche Espana SL as    For       For        Management
      Auditors
5     Authorize Share Repurchase Program        For       For        Management
6     Amend Articles 8,15,16,22,and 23 Re:      For       For        Management
      Share Registry Entity, Elimination of
      Shareholding Requirement to Attend
      Shareholder Meetings, Remote Voting and
      Attendance; Add New Article and Change
      Numeration of Company's By-Laws
7     Approve New General Meeting Guidelines    For       For        Management
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities  with Preemptive
      Rights
9     Authorize Issuance of Non-Convertible     For       For        Management
      Bonds
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
11    Accept Board Guidelines Report            For       For        Management


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CORPORACION MAPFRE SA

Ticker:                      Security ID:  E3449V117
Meeting Date: MAR 6, 2004    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; Allocate Income
2     Approve Dividends                         For       Did Not    Management
                                                          Vote
3     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
4     Elect Management Board; Nominate and      For       Did Not    Management
      Ratify Appointment of Director                      Vote
5     Amend Article 23 Re: Introduction of      For       Did Not    Management
      Audit Committee Regulations                         Vote
6     Approve General Meeting Guidelines        For       Did Not    Management
                                                          Vote
7     Approve Board Guidelines; Approve Annual  For       Did Not    Management
      Corporate Governance Report; Approve                Vote
      Audit Committee Report
8     Approve Reappointment of Ernst & Young SA For       Did Not    Management
      y Cia. as Auditors                                  Vote
9     Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote
10    Approve Minutes of Meeting                For       Did Not    Management
                                                          Vote


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ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports, Allocation of Income,
      and Discharge Directors
2     Fix Number of Directors; Elect Directors  For       For        Management
3     Amend Articles 27, 31 Re: Meeting         For       For        Management
      Attendance and Right to Information,
      Respectively
4     Approve General Meeting Guidelines        For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve Auditors                          For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports, Allocation of Income,
      and Discharge Directors
2     Fix Number of Directors; Elect Directors  For       For        Management
3     Amend Articles 27, 31 Re: Meeting         For       For        Management
      Attendance and Right to Information,
      Respectively
4     Approve General Meeting Guidelines        For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve Auditors                          For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

ENDESA S.A.

Ticker:                      Security ID:  E41222113
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL, WHEN APPROPRIATE, OF THE        For       Did Not    Management
      FINANCIAL STATEMENTS (NOTES TO FINANCIAL            Vote
      STATEMENTS, BALANCE SHEET AND STATEMENT
      OF INCOME) AND MANAGEMENT REPORT OF THE
      COMPANY.
2     APPROVAL OF THE APPROPRIATION OF INCOME   For       Did Not    Management
      FOR THE YEAR AND DISTRIBUTION OF                    Vote
      DIVIDEND.
3     NEW WORDING OF ARTICLE 16 (ISSUE OF       For       Did Not    Management
      DEBENTURES), AND ARTICLE 33 (RIGHT TO               Vote
      INFORMATION).
4     INCLUSION OF A NEW ARTICLE 30 B IN THE    For       Did Not    Management
      CURRENT BY-LAWS (VOTING AND                         Vote
      REPRESENTATION BY REMOTE MEANS OF
      COMMUNICATION).
5     NEW WORDING FOR ARTICLE 9 (RIGHT TO       For       Did Not    Management
      INFORMATION), ARTICLE 12 (PUBLIC PROXY              Vote
      SOLICITATION) AND ARTICLE 18 (SPEECHES)
6     INCLUSION OF A NEW ARTICLE 20 BIS IN THE  For       Did Not    Management
      REGULATIONS (VOTING AND REPRESENTATION BY           Vote
      REMOTE MEANS OF COMMUNICATION).
7     APPROVAL OF THE APPOINTMENT, ACCEPTANCE,  For       Did Not    Management
      RATIFICATION AND RENEWAL PER THE BYLAWS             Vote
      OF DIRECTORS.
8     Ratify Auditors                           For       Did Not    Management
                                                          Vote
9     APPROVAL OF THE AUTHORIZATION FOR THE     For       Did Not    Management
      COMPANY AND ITS SUBSIDIARIES TO BE ABLE             Vote
      TO ACQUIRE TREASURY STOCK.
10    APPROVAL OF THE AUTHORIZATION OF THE      For       Did Not    Management
      BOARD OF DIRECTORS TO CARRY OUT,                    Vote
      IMPLEMENT AND, IF APPROPRIATE, RECTIFY
      ANY RESOLUTIONS.


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GAMESA CORP TECNOLOGIA (FRMELYGRUPO AUXILIAR METALURGICO)

Ticker:                      Security ID:  E54667105
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       For        Management
      Statements, Allocation of Income and
      Distribution of Dividend, and Discharge
      Directors
2     Authorize Capitalization of Reserves of   For       For        Management
      EUR 810,999.68 Through a Change in Par
      Value to EUR 0.17 Per Share
3     Approve General Meeting Guidelines;       For       For        Management
      Information Re: Board Guidelines
4     Amend Articles                            For       For        Management
5     Approve Executive Stock Option Plan       For       Against    Management
6     Authorize Repurchase of Shares            For       For        Management
7     Approve Agreements Re: Individual and     For       For        Management
      Group Auditor in Compliance With Spanish
      Law
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

GAMESA CORP TECNOLOGIA (FRMELYGRUPO AUXILIAR METALURGICO)

Ticker:                      Security ID:  E54667105
Meeting Date: MAY 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Group Financial    For       Did Not    Management
      Statements, Allocation of Income and                Vote
      Distribution of Dividend, and Discharge
      Directors
2     Authorize Capitalization of Reserves of   For       Did Not    Management
      EUR 810,999.68 Through a Change in Par              Vote
      Value to EUR 0.17 Per Share
3     Approve General Meeting Guidelines;       For       Did Not    Management
      Information Re: Board Guidelines                    Vote
4     Amend Articles                            For       Did Not    Management
                                                          Vote
5     Approve Executive Stock Option Plan       For       Did Not    Management
                                                          Vote
6     Authorize Repurchase of Shares            For       Did Not    Management
                                                          Vote
7     Approve Agreements Re: Individual and     For       Did Not    Management
      Group Auditor in Compliance With Spanish            Vote
      Law
8     Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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

GRUPO DRAGADOS (FRM. DRAGADOS Y CONSTRUCCIONES,)

Ticker:                      Security ID:  E5700X104
Meeting Date: OCT 13, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Balance Sheet Dated        For       Against    Management
      4-30-03
2     Approve Acquisition by ACS, Actividades   For       Against    Management
      de Construccion y Servicios SA
3     Authorize Board to Ratify and Execute     For       Against    Management
      Approved Resolutions


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

IBERIA LINEAS AEREAS DE ESPANA

Ticker:                      Security ID:  E6167M102
Meeting Date: JUN 23, 2004   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     Reelect Deloitte & Touche Espana S.L. as  For       For        Management
      Auditors
3     Amend Articles 27, 28, 36, 37, 38, 40,    For       For        Management
      and 41 Re: General Meeting, Attendance,
      Representation at the Meetings, Approval
      of Resolutions, Access to Information
4     Approve General Meeting Guidelines        For       For        Management
5     Approve Stock Option Plan for Chairman of For       Against    Management
      Board
6     Approve Remuneration of Directors         For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

IBERIA LINEAS AEREAS DE ESPANA

Ticker:                      Security ID:  E6167M102
Meeting Date: JUN 24, 2004   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     Reelect Deloitte & Touche Espana S.L. as  For       For        Management
      Auditors
3     Amend Articles 27, 28, 36, 37, 38, 40,    For       For        Management
      and 41 Re: General Meeting, Attendance,
      Representation at the Meetings, Approval
      of Resolutions, Access to Information
4     Approve General Meeting Guidelines        For       For        Management
5     Approve Stock Option Plan for Chairman of For       Against    Management
      Board
6     Approve Remuneration of Directors         For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:                      Security ID:  E6271Z155
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports; Approve Allocation of Income
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Discharge of Management Board     For       For        Management
4     Approve Merger Balance Sheet; Approve     For       For        Management
      Merger by Absorption of Sistemas
      Integrales Indraseg S.L.
5     Amend Articles 14 Re: Remote Voting,      For       For        Management
      Representation and Voting Rights
6     Approve Changes to General Meeting        For       For        Management
      Guidelines
7     Accept Report on Changes to the Board     For       For        Management
      Guidelines
8     Fix Number of Directors; Elect Directors  For       For        Management
9     Approve Remuneration of Directors         For       For        Management
10    Approve Auditors                          For       For        Management
11    Authorize Share Repurchase Program        For       For        Management
12    Allow Questions                           For       For        Management
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

INDRA SISTEMAS SA

Ticker:                      Security ID:  E6271Z155
Meeting Date: JUN 26, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports; Approve Allocation of Income
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Discharge of Management Board     For       For        Management
4     Approve Merger Balance Sheet; Approve     For       For        Management
      Merger by Absorption of Sistemas
      Integrales Indraseg S.L.
5     Amend Articles 14 Re: Remote Voting,      For       For        Management
      Representation and Voting Rights
6     Approve Changes to General Meeting        For       For        Management
      Guidelines
7     Accept Report on Changes to the Board     For       For        Management
      Guidelines
8     Fix Number of Directors; Elect Directors  For       For        Management
9     Approve Remuneration of Directors         For       For        Management
10    Approve Auditors                          For       For        Management
11    Authorize Share Repurchase Program        For       For        Management
12    Allow Questions                           For       For        Management
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:                      Security ID:  E6282J109
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports; Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors                           For       For        Management
4     Amend Articles Re: General Meetings,      For       For        Management
      Voting Rights, Adoption of Resolutions,
      Board Composition, Quorum Requirements,
      and Establishment of Audit Committee
5     Approve Board Guidelines                  For       For        Management
6     Authorize Repurchase of shares            For       For        Management
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

PROMOTORA DE INFORMACIONES (FRMELY GRUPO PRISA)

Ticker:                      Security ID:  E8183K102
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements; Allocation of
      Income
2     Approve Discharge of Board of Directors   For       For        Management
3     Approve Auditors                          For       For        Management
4     Elect Management Board                    For       For        Management
5     Amend Articles Re: Legal Provisions       For       For        Management
      Governing the Company, Competencies,
      General Meeting, Number of Members and
      Duties, Audit Committee, Substitutions
      and Appointments, and Legal Compliance
6     Approve General Meeting Guidelines        For       For        Management
7     Approve Stock Option Plan For Executive   For       For        Management
      Directors and Managers
8     Authorize Repurchase of Shares            For       For        Management
9     Accept Report Re: Board of Directors'     For       For        Management
      Guidelines
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: JUL 16, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles Re: Corporate Purpose,     For       Against    Management
      Share Capital, Shareholder Rights,
      General Meetings, Quorums, Board of
      Directors, Audit Committee, External
      Auditors, and Conflict Resolution
2     Approve General Meeting Guidelines        For       For        Management
3     Fix Number of Directors                   For       For        Management
4     Elect Directors                           For       For        Management
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Distribution of a Dividend
      of EUR 0.548 Per Share, and Discharge
      Directors
2     Amend Articles 14, 15 and 17 Bis of       For       For        Management
      Company Bylaws Re: Quorum, Shareholder
      Information and Attendance Rights, and
      Remote Voting
3     Amend Articles 2, 10, 11, and 15 of       For       For        Management
      General Meeting Guidelines Re: Company's
      Website, Voting Representation, and
      Proposal Deliberations
4     Accept Report: Board of Directors'        For       For        Management
      Guidelines
5     Reelect KPMG Auditores S.L. as Auditors   For       For        Management
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Issue Bonds            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Distribution of a Dividend
      of EUR 0.548 Per Share, and Discharge
      Directors
2     Amend Articles 14, 15 and 17 Bis of       For       For        Management
      Company Bylaws Re: Quorum, Shareholder
      Information and Attendance Rights, and
      Remote Voting
3     Amend Articles 2, 10, 11, and 15 of       For       For        Management
      General Meeting Guidelines Re: Company's
      Website, Voting Representation, and
      Proposal Deliberations
4     Accept Report: Board of Directors'        For       For        Management
      Guidelines
5     Reelect KPMG Auditores S.L. as Auditors   For       For        Management
6     Authorize Repurchase of Shares            For       For        Management
7     Authorize Board to Issue Bonds            For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

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

Ticker:       REP            Security ID:  E8471S130
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       Did Not    Management
      of Income and Distribution of Dividend of           Vote
      EUR 0.40 Per Share, and Discharge
      Directors
2     Elect Management Board                    For       Did Not    Management
                                                          Vote
3     Approve Deloitte & Touche Espana Auditors For       Did Not    Management
      SL as Auditors                                      Vote
4     Authorize Repurchase of Shares up to a    For       Did Not    Management
      Maximum of Five Percent of Capital                  Vote
5     Amend Articles Re: Legal Provisions       For       Did Not    Management
      Governing the Company, Shareholders                 Vote
      Meeting, Right of Attendance,
      Representation, Board Composition,
      Administrators' Liability, and Debentures
      Issuance
6     Amend Articles Re: Regulations of the     For       Did Not    Management
      General Shareholder's Meeting                       Vote
7     Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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

SOGECABLE SA

Ticker:                      Security ID:  E8900A114
Meeting Date: MAR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports; Allocation of Income             Vote
2     Approve Discharge of Directors            For       Did Not    Management
                                                          Vote
3     Elect Directors, Including Jaime Terceira For       Did Not    Management
      Lomba                                               Vote
4     Amend Articles Re: Compliance With        For       Did Not    Management
      Spanish Law Concerning External Auditors            Vote
5     Amend Articles Re: Meeting Attendance,    For       Did Not    Management
      Chairmanship and Adoption of Agreements,            Vote
      Audit Committee and Remote Voting
6     Approve Remuneration of Directors         For       Did Not    Management
                                                          Vote
7     Authorize Issuance of Convertible Bonds   For       Did Not    Management
      and/or Other Debt Instruments without               Vote
      Preemptive Rights; Authorize Board to
      Increase Capital to Service Conversion
8     Authorize Issuance of Convertible Bonds   For       Did Not    Management
      and/or Other Debt Instruments with                  Vote
      Preemptive Rights; Authorize Board to
      Increase Capital to Service Conversion
9     Authorize Share Repurchase Program        For       Did Not    Management
                                                          Vote
10    Approve General Meeting Guidelines        For       Did Not    Management
                                                          Vote
11    Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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

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

Ticker:       TEF            Security ID:  E90183182
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors
2     Approve Dividend Per Share                For       For        Management
3     Approve Auditors                          For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve General Meeting Guidelines        For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

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

Ticker:       TEF            Security ID:  E90183182
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors
2     Approve Dividend Per Share                For       For        Management
3     Approve Auditors                          For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve General Meeting Guidelines        For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TELEFONICA MOVILES

Ticker:                      Security ID:  E9016S114
Meeting Date: APR 16, 2004   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 of EUR 0.1838 Per Share  For       For        Management
3     Approve Deloitte and Touche Espana S.L.   For       For        Management
      as Auditors
4     Authorize Repurchase of Shares            For       For        Management
5     Approve General Meeting Guidelines        For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TPI TELEFONICA PUBLICA E INFORMACION

Ticker:                      Security ID:  E9016X113
Meeting Date: APR 3, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       Did Not    Management
      Financial Statements, Allocation of                 Vote
      Income, and Discharge Directors
2     Approve Dividend of EUR 0.25 Per Share    For       Did Not    Management
                                                          Vote
3     Approve Auditors                          For       Did Not    Management
                                                          Vote
4     Authorize Repurchase of Shares            For       Did Not    Management
                                                          Vote
5     Approve Application for Consolidated Tax  For       Did Not    Management
      Status                                              Vote
6     Approve General Meeting Guidelines        For       Did Not    Management
                                                          Vote
7     Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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

VISCOFAN SA, PAMPLONA(FORMERLY VISCOFAN, INDUSTRIA NAVARRA D

Ticker:                      Security ID:  E97579192
Meeting Date: JUN 13, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Meeting Agenda/Notice             For       For        Management
2     Designate Two Shareholders to Approve and For       For        Management
      Sign Minutes of Meeting
3     Approve Financial Statements, Allocation  For       Against    Management
      of Income, and Discharge Directors
4     Approve Auditors                          For       For        Management
5     Amend Articles 23 and 24 Re: Remote Vote  For       For        Management
6     Approve General Meeting Guidelines;       For       For        Management
      Report on Changes to Made to Guidelines
      of the Board of Directors
7     Approve EUR 146,504.70 Reduction in Share For       For        Management
      Capital Via Cancellation of 488,349
      Company Treasury Shares; Amend Article 5
      Accordingly
8     Authorize Share Repurchase Program        For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

VISCOFAN SA, PAMPLONA(FORMERLY VISCOFAN, INDUSTRIA NAVARRA D

Ticker:                      Security ID:  E97579192
Meeting Date: JUN 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Meeting Agenda/Notice             For       For        Management
2     Designate Two Shareholders to Approve and For       For        Management
      Sign Minutes of Meeting
3     Approve Financial Statements, Allocation  For       Against    Management
      of Income, and Discharge Directors
4     Approve Auditors                          For       For        Management
5     Amend Articles 23 and 24 Re: Remote Vote  For       For        Management
6     Approve General Meeting Guidelines;       For       For        Management
      Report on Changes to Made to Guidelines
      of the Board of Directors
7     Approve EUR 146,504.70 Reduction in Share For       For        Management
      Capital Via Cancellation of 488,349
      Company Treasury Shares; Amend Article 5
      Accordingly
8     Authorize Share Repurchase Program        For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions




                                   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 26, 2004


*By: /s/ Mark R. Manley
     ------------------
         Mark R. Manley
         Secretary