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, 2005 - June 30, 2006



Item 1.  Proxy Voting Record.


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

ICA File Number: 811-05189
Reporting Period: 07/01/2005 - 06/30/2006
The Spain Fund, Inc.









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


ACERINOX S.A.

Ticker:                      Security ID:  E0060D145
Meeting Date: MAY 31, 2006   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
2     Approve Discharge of Management; Approve  For       For        Management
      Payments of Dividends Made in 1-4-06 and
      4-4-06
3     Authorize Repurchase of Shares            For       For        Management
4     Approve Distribution of Bonus Charged to  For       For        Management
      the Issuance Premium Reserve
5     Amend Article 12 of Company By-Laws Re:   For       For        Management
      Notice Period for General Meetings
6     Amend Article 4 of General Meeting        For       For        Management
      Guidelines Re: Notice Period for General
      Meetings
7     Elect Directors                           For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Designate Two Shareholders to Approve and For       For        Management
      Sign Minutes of Meeting


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

ACS, ACTIVIDADES DE CONSTRUCCIONES (FORMERLY GINES NAVARRO C

Ticker:                      Security ID:  E7813W163
Meeting Date: MAY 18, 2006   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;
      Presentation of Annual Corporate
      Governance Report
2     Approve Discharge of Directors            For       For        Management
3     Elect Directors                           For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve Auditors                          For       For        Management
6     Amend Articles 14 and 25 of the Company's For       Against    Management
      By-Laws Re: Director Terms; Convocation
      of General Meetings
7     Amend Article 5 of the General Meeting    For       For        Management
      Guidelines Re: Convocation of General
      Meeting
8     Present Information About the             For       For        Management
      Modifications to the Board Guidelines
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Minutes of Meeting                For       For        Management


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

BANCO BILBAO VIZCAYA ARGENTARIA

Ticker:                      Security ID:  E11805103
Meeting Date: MAR 18, 2006   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 Ended 12-31-05,
      Allocation of Income and Distribution of
      Dividends, and Discharge Directors
2     Fix Number of Directors                   None      None       Management
2.1   Appoint Tomas Alfaro Drake as Director    For       For        Management
2.2   Relect Juan Carlos Alvarez Mezquiriz to   For       For        Management
      Management Board
2.3   Relect Carlos Loring Martinez de Irujo to For       For        Management
      Management Board
2.4   Reelect Susana Rodriguez Vidarte to       For       For        Management
      Management Board
3     Authorize Issuance of Non-Convertible     For       For        Management
      Securities up to Aggregate Nominal Amount
      of EUR 105 Million
4     Authorize Repurchase of Shares by Company For       For        Management
      and/or Subsidiaries; Approve Capital
      Reduction Via Amortization of Shares
5     Reelect Deloitte & Touche Espana S.L. as  For       For        Management
      Auditors for 2006
6     Approve Stock Compensation Plan for       For       For        Management
      Executive Directors, including Executives
      Members of the Board, and Members of the
      Management Committee
7     Amend Article 53 of ByLaws Re: Include    For       For        Management
      the Possibility to Compensate Board
      Members with Stock or Stock Options In
      Connection to the Value of the Shares
8     Approve Non-Executive Director Deferred   For       For        Management
      Stock Compensation
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

BANCO PASTOR S. A.

Ticker:                      Security ID:  E1943H121
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements for Fiscal Year
      2005; Approve Discharge of Directors
2     Approve Allocation of Income and          For       For        Management
      Extraordinary Dividends
3     Authorize Repurchase of Shares by the     For       For        Management
      Company or its Subsidiaries
4     Elect Directors                           For       For        Management
5     Amend Articles Re: Convening of General   For       Against    Management
      Shareholder Meetings, Director
      Compensation and Duration of Terms
6     Amend General Meeting Guidelines Re:      For       For        Management
      Publication of Meeting Notice
7     Amend Articles Re: Capitalization of      For       For        Management
      Reserves, 4:1 Stock Split, Attendance at
      Meetings, Requirements to be a Director
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
9     Authorize Issuance of Nonconvertible      For       For        Management
      Bonds/Debt Securities
10    Approve Auditors                          For       For        Management
11    Approve Incentive Stock Option Plan       For       For        Management
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
13    Approve Minutes of Meeting                For       For        Management


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

BANCO SANTANDER CENTRAL HISPANO (FRMLY BANCO SANTANDER)

Ticker:                      Security ID:  E19790109
Meeting Date: JUN 16, 2006   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 12-31-05, and Discharge Directors
2     Approve Allocation of Income              For       For        Management
3.1   Elect Jay S. Sidhu as Director            For       Against    Management
3.2   Reelect Fernando de Asua Alvarez as       For       Against    Management
      Director
3.3   Reelect Alfredo Saenz Abad as Director    For       Against    Management
3.4   Reelect Ana Patricia Botin-Sanz de        For       Against    Management
      Sautoula y O'Shea as Director
3.5   Reelect Rodrigo Echenique Gordillo as     For       Against    Management
      Director
3.6   Reelect Lord Burns as Director            For       Against    Management
4     Reelect Auditors                          For       For        Management
5     Authorize Repurchase of Shares by Company For       For        Management
      and/or Subsidiaries; Void Authorization
      Granted at 2005 AGM
6.1   Amend Article 16 of Bylaws Re: Delegation For       For        Management
      of Powers
6.2   Amend Article 20 of Bylaws Re: Notice of  For       For        Management
      General Meetings
6.3   Amend Article 30 of Bylaws Re: Maximun    For       Against    Management
      Number of Board Members, Board Term, and
      Annual Renewal
6.4   Amend Article 38 of Bylaws Re: Share      For       For        Management
      Profits due to Board Members
7.1   Amend Article 5 of General Meeting        For       For        Management
      Guidelines Re: Notice of Meeting
7.2   Amend Article 6 of General Meeting        For       For        Management
      Guidelines Re: Disclosure of Meeting
      Materials
7.3   Amend Article 8 of General Meeting        For       For        Management
      Guidelines Re: Proxies
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights; Void Authorization Granted at the
      2005 AGM
9     Authorize Issuance of Non-Convertible     For       For        Management
      Fixed Rate Securities
10    Approve Incentive Plan for Managers of    For       For        Management
      Abbey National Bank by Delivering
      Santander Shares
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

CORPORACION MAPFRE SA

Ticker:                      Security ID:  E3449V117
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Acccept Individual and Consolidated       For       For        Management
      Financial Statements and Statutory
      Reports; Allocation of Income
2     Approve Dividends                         For       For        Management
3     Approve Discharge of Directors            For       For        Management
4     Elect Directors                           For       For        Management
5     Adjust Par Value of Common Stock          For       For        Management
6     Amend Article 5 of General Meeting        For       For        Management
      Guidelines Re: Notice of General Meeting
7     Approve Auditors                          For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Approve Minutes of Meeting                For       For        Management


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

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: APR 21, 2006   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 Tear 2005
2     Approve Allocation of Income for Fiscal   For       For        Management
      Year 2005
3     Approve Discharge of Management Board     For       For        Management
      Corresponding to Fiscal Year 2005
4     Elect Directors to the Board              For       For        Management
5     Amend Articles 20 and 22 of the Company's For       For        Management
      By-Laws Re: Convocation and Celebration
      of Shareholder Meetings
6     Amend Articles 3.1 and 5.2.1 of the       For       For        Management
      Company's General Meeting Guidelines Re:
      Convocation and Celebration of
      Shareholder Meetings
7     Approve Remuneration of Directors         For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

ENDESA S.A.

Ticker:       ELEZF          Security ID:  E41222113
Meeting Date: FEB 24, 2006   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 12-31-05 and Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Approve Auditors for Company and Its      For       For        Management
      Consolidated Group
4     Authorize Company and Its Subsidiaries to For       For        Management
      Repurchase Shares in Accordance with
      Spanish Public Company Law
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

GAS NATURAL SDG, S.A.

Ticker:                      Security ID:  E5499B123
Meeting Date: APR 7, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve EUR 602.4 Million Capital         For       For        Management
      Increase Through Issuance of 602.4
      Million New Shares Withouth Preemptive
      Rights at EUR 1 Nominal Value; and Set
      Share Issuance Premium Re: Endesa's
      Takeover Bid
2     Approve Listing of New Shares on the      For       For        Management
      Madrid, Barcelona, Bilbao and Valencia
      Stock Exchanges, and Inclusion of Shares
      in the Continues Market, and the Listing
      of ADSs on the New York Stock Exchange
3     Delegate Powers to the Board to Determine For       For        Management
      Terms and Conditions of Capital Increase
      Inlcuding Fixing the Share Issuance
      Premium; Amend Articles 5 and 6 of the
      Bylaws Accordingly
4     Ratify and Appoint Board Member           For       For        Management
5     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

GRUPO CATALANA OCCIDENTE (FORMERLY CATALANA OCCIDENTE)

Ticker:                      Security ID:  E5701Q108
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year 12-31-05
2     Approve Allocation of Income              For       For        Management
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Discharge of the Board of         For       For        Management
      Directors
5     Elect Directors                           For       For        Management
6     Approve Auditors                          For       For        Management
7     Approve 5:1 Stock Split                   For       For        Management
8     Amend Article 10 of the Company's By-Laws For       For        Management
      and Articles 4.1.2 and 4.9 of the General
      Meeting Guidelines Re: Modifications to
      Article 97.5 of Spanish Company Law
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
10    Authorize Repurchase of Shares            For       For        Management
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
12    Approve Minutes of Meeting                For       For        Management


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

GRUPO FERROVIAL S.A

Ticker:                      Security ID:  E5701R106
Meeting Date: MAR 31, 2006   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 12-31-05
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-05
3     Approve Allocation of Income              For       For        Management
4     Approve Discharge of Directors            For       For        Management
5.1   Reelect Rafael del Pinto y Calvo Sotelo   For       For        Management
      to the Board
5.2   Reelect Casa Grande de Cartagena SL to    For       For        Management
      the Board
5.3   Reelect Portman Baela SL to the Board     For       For        Management
5.4   Reelect Jose Maria Perez Tremps to the    For       For        Management
      Board
5.5   Reelect Juan Arena de la Mora to the      For       For        Management
      Board
5.6   Reelect Santiago Eguidazu Mayor to the    For       For        Management
      Board
6     Reelect Auditors                          For       For        Management
7     Amend Articles 12, 14, 15, and 26 of      For       For        Management
      Bylaws Re: Notice of Meeting and General
      Meeting
8     Amend Articles 6-8, 10, 12, 13, 17, and   For       For        Management
      18 of General Meeting Guidelines Re:
      Notice of Meeting and General Meeting
9.1   Approve Stock Option Plan for Senior      For       For        Management
      Executive Members, including Executives
      Members of the Board
9.2   Approve Stock in Lieu of Cash Retribution For       For        Management
      Plan for Senior Executive Members and
      Executive Members of the Board
10    Authorize EUR 70 Million Capital Increase For       For        Management
      without Preemptive Rights
11    Authorize Repurchase of Shares; Authorize For       For        Management
      Allocation of Repurchased Shares to
      Service Stock Compensation Plans
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

IBERDROLA S.A.

Ticker:                      Security ID:  E6164R104
Meeting Date: MAR 29, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Accept Individual and Consolidated        For       For        Management
      Financial Statements for Fiscal Year
      Ended 12-31-05
1.2   Accept Statutory Reports for Fiscal Year  For       For        Management
      Ended December 31, 2005; Approve
      Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends for Fiscal Year Ended Dec. 31,
      2005
3.1   Amend Article 19 of the By-laws Re:       For       For        Management
      Increase Notice Period and Include
      Provisions that Allow Shareholders with 5
      Percent of Stake to Include Resolutions
      to the General Meeting Agenda
3.2   Amend Articles 22 of the By-laws and      For       For        Management
      Articles 8 and 10 of the General Meeting
      Guidelines Re: Eliminate Shareholding
      Restrictions for Participation in the
      General Meeting
4     Approve Increase in Capital Through the   For       For        Management
      Issuance of Securities without Preemptive
      Rights; Ammend Article 5 of the By-laws
5     Authorize Issuance of                     For       For        Management
      Bonds/Debentures/Other Debt Securities up
      to Aggregate Nominal Amount of EUR 9
      Billion and Promissory Notes Up to the
      Amount of EUR 4 Billion
6     Authorize Repurchase of Shares and        For       For        Management
      Subsequent Capital Reduction; Modify
      Article 5 of the Bylaws
7     Approve Listing and Delisting of Shares   For       For        Management
      on Secondary Exchanges in Spain and
      Overseas
8     Approve Creation of Foundation            For       For        Management
9     Approve Auditors                          For       For        Management
10.1  Ratify Appointment of Xabier de Irala     For       For        Management
      Estevez to the Board of Directors
10.2  Ratify the Appointment of Jesus Maria     For       For        Management
      Cadenato Matia to Management Board
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INDRA SISTEMAS SA

Ticker:                      Security ID:  E6271Z155
Meeting Date: JUN 21, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual Financial Statements   For       For        Management
      and Allocation of Income
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Discharge of Directors            For       For        Management
4     Approve Merger by Absorption of           For       For        Management
      Algoritmos y Sistemas, S.L.; Approve
      Merged Balance Sheet Closing 12-31-05;
      Approve Fiscal Consolidation of the Tax
      Regime
5     Approve Merger by Absorption of Indra     For       For        Management
      ATM, S.L.; Approve Merged Balance Sheet
      Closing 12-31-05; Approve Fiscal
      Consolidation of the Tax Regime
6     Amend Article 13 of the Company Bylaws    For       For        Management
      Re: Convening of General Meeting
7     Amend Articles 2 and 31 of the Company    For       For        Management
      Bylaws Re: Company's Mission; Fiscal Year
      End
8     Amend Articles of the General Meeting     For       For        Management
      Guidelines Re: Convening of General
      Meeting
9     Approve Auditors for Fiscal Year 2006     For       For        Management
10    Authorize Repurchase of Shares            For       For        Management
11    Allow Questions                           None      None       Management
12    Approve Minutes of Meeting                For       For        Management


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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:                      Security ID:  E6282J109
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements and Discharge
      Directors for Fiscal Year Ended 01-31-05
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors                           For       For        Management
4     Reelect Directors                         For       For        Management
5     Approve Ratification of Auditors          For       For        Management
6     Authorize Share Repurchase Program        For       For        Management
7     Approve Remuneration of Directors         For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

PROMOTORA DE INFORMACIONES (FRMELY GRUPO PRISA)

Ticker:                      Security ID:  E8183K102
Meeting Date: MAR 23, 2006   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 2005;
      Approve Allocation of Income
2     Approve Discharge of Board of Directors   For       For        Management
      for Fiscal Year Ended 2005
3     Approve Auditors Report and Approve       For       For        Management
      Auditors for Fiscal Year 2006
4     Elect and Reelect Directors to Management For       For        Management
      Board
5     Amend Articles 6 and 14 of the Company    For       For        Management
      By-laws Re:  Share Capital and Annual
      General Meeting Guidelines
6     Amend Article 5 of Meeting Guidelines     For       For        Management
7     Authorize Repurchase of Shares            For       For        Management
8     Authorize Issuance of Redeemable Shares   For       For        Management
      without Preemptive Rights
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 25, 2006   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 12-31-05
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-05
3     Approve Allocation of Income and          For       For        Management
      Dividends for Fiscal Year Ended 12-31-05
4     Approve Discharge of Directors            For       For        Management
5.1   Elect Martin Gallego Malaga as Director   For       For        Management
5.2   Elect Francisco Javier Salas Collantes as For       For        Management
      Director
6.1   Approve Merged Balance Sheet Closing      For       For        Management
      12-31-05
6.2   Approve Merger by Absorption of Red de    For       For        Management
      Alta Tension, S.A. and Infraestructuras
      de Alta Tension, S.A.
6.3   Approve Modification to Company's Capital For       For        Management
      as a Result of the Merger
6.4   Approve Fiscal Consolidation of the Tax   For       For        Management
      Regime
7     Amend Articles 12 and 13 of the Company's For       For        Management
      By-Laws Re: Types of General Meetings;
      Notice of General Meeting
8     Amend Articles 4 and 5 of General Meeting For       For        Management
      Guidelines Re: Types of General Meetings;
      Notice of General Meeting
9     Approve Auditors                          For       For        Management
10.1  Authorize Repurchase of Shares            For       For        Management
10.2  Approve Use of Repurchased Shares for     For       For        Management
      Executive and Director Remuneration
10.3  Revoke Previous Authority to Repurchase   For       For        Management
      Shares Granted at 5-25-05 Shareholder
      Meeting
11    Authorize Issuance of Convertible Bonds   For       For        Management
      or Other Debt Instruments
12    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
13    Present and Inform Re: 2005 Corporate     For       For        Management
      Govrenance Report


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

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

Ticker:       REPYF          Security ID:  E8471S130
Meeting Date: JUN 15, 2006   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 12-31-05, Allocation of Income, and
      Discharge Directors
2     Amend Articles 19 and 20 of Bylaws Re:    For       For        Management
      Convocation of General Meetings and Power
      and Obligation to Convene General
      Meetings
3     Amend Article 5 of General Meeting        For       For        Management
      Guidelines Re: Convocation of General
      Meetings
4.1   Ratify Paulina Beato Blanco as Director   For       For        Management
4.2   Ratify Henri Philippe Reichstul as        For       For        Management
      Director
4.3   Elect Other Board Members                 For       Against    Management
5     Elect Auditors                            For       For        Management
6     Authorize Repurchase of Shares; Void      For       For        Management
      Previous Authorization Granted at AGM
      Held on 5-31-05
7     Grant Authorization to the Board to Issue For       For        Management
      Convertible Fixed Rate Securities and
      Warrants with Powers of Excluding
      Preemptive Rights; Void Authorization
      Granted at the AGM Held on 4-21-02
8     Present Report Re: Amendments to General  For       For        Management
      Meeting Guidelines
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TELEFONICA PUBLICIDAD E INFORMACION S.A.

Ticker:                      Security ID:  E9016X113
Meeting Date: APR 8, 2006    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                          For       For        Management
3     Elect and Ratify Management Board         For       Against    Management
4     Authorize Repurchase of Shares            For       For        Management
5     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
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:  879382109
Meeting Date: JUN 20, 2006   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 Merger by Absorption of           For       For        Management
      Telefonica Moviles SA; Adopt Consolidated
      Tax Regime
3.1   Reelect Carlos Colomer Casellas as        For       For        Management
      Director
3.2   Reelect Isidro Faine Casas as Director    For       For        Management
3.3   Reelect Alfonso Ferrari Herrero as        For       For        Management
      Director
3.4   Reelect Luis Lada Diaz as Director        For       For        Management
3.5   Reelect Antonio Massanell Lavilla as      For       For        Management
      Director
3.6   Ratify the Appointment of David Arculus   For       For        Management
      as Director
3.7   Ratify the Appointment of Peter Erskine   For       For        Management
      as Director
3.8   Ratify the Appointment of Julio Linares   For       For        Management
      Lopez as Director
3.9   Ratify the Appointment of Vitalino Manuel For       For        Management
      Nafria Aznar as Director
4     Approve Equity-Based Incentive Plan       For       For        Management
5     Authorize Repurchase of Shares            For       For        Management
6     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

UNIDAD EDITORIAL SA

Ticker:                      Security ID:  E92467104
Meeting Date: SEP 15, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Re-elect Directors to Management Board    For       For        Management
2     Approve Dividend                          For       For        Management
3     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions

========== END NPX REPORT







                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              Registrant:  The Spain Fund, Inc.


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

                              Date:  August 29, 2006



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