Buffalo Small Cap Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08509

Buffalo Small Cap Fund, Inc.

(Exact name of registrant as specified in charter)

5420 West 61st Place

Shawnee Mission, KS 66205

(Address of principal executive offices) (Zip code)

Kent W. Gasaway

5420 West 61st Place

Shawnee Mission, KS 66205

(Name and address of agent for service)

Registrant's telephone number, including area code: (913) 384-1513

Date of fiscal year end: March 31

Date of reporting period: June 30, 2008

Item 1. Proxy Voting Record.

Name of Fund:	Buffalo Small Cap
Period:	July 1, 2007 - June 30, 2008
Company Name	Meeting Date	CUSIP	Ticker
ADTRAN INC	4/7/2008	00738A106	ADTN
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		THOMAS R. STANTON
For		H. FENWICK HUSS
For		ROSS K. IRELAND
For		WILLIAM L. MARKS
For		JAMES E. MATTHEWS
For		BALAN NAIR
For		ROY J. NICHOLS
For	For	2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ADTRAN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
ALIGN TECHNOLOGY, INC.	5/15/2008	16255101	ALGN
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		DAVID E. COLLINS
For		JOSEPH LACOB
For		C. RAYMOND LARKIN, JR.
For		GEORGE J. MORROW
For		THOMAS M. PRESCOTT
For		GREG J. SANTORA
For		WARREN S. THALER
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS ALIGN TECHNOLOGY, INC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.	5/8/2008	02744M108	AMMD
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		RICHARD B. EMMITT
For		C.H. PORTER, PH.D.
For		D. VERNE SHARMA
For	For	2. PROPOSAL TO AMEND OUR EMPLOYEE STOCK PURCHASE PLAN AS DESCRIBED IN THE PROXY STATEMENT.	Issuer
For	For	3. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
AMERISTAR CASINOS, INC.	6/20/2008	03070Q101	ASCA
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		LUTHER P. COCHRANE
For		LARRY A. HODGES
For		RAY H. NEILSEN
Against	For	2. PROPOSALS TO APPROVE CERTAIN PROVISIONS OF THE COMPANY'S AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN RELATING TO THE GRANT OF PERFORMANCE SHARE UNITS.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
AMN HEALTHCARE SERVICES, INC.	4/9/2008	1744101	AHS
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		SUSAN R. NOWAKOWSKI
For		R. JEFFREY HARRIS
For		WILLIAM F. MILLER III
For		HALA G. MODDELMOG
For		ANDREW M. STERN
For		PAUL E. WEAVER
For		DOUGLAS D. WHEAT
Against	For	2. REAPPROVAL OF THE SENIOR MANAGEMENT INCENTIVE BONUS PLAN, AS AMENDED.	Issuer
For	For	3. RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
AMYLIN PHARMACEUTICALS, INC.	5/30/2008	32346108	AMLN
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ADRIAN ADAMS
For		STEVEN R. ALTMAN
For		TERESA BECK
For		DANIEL M. BRADBURY
For		JOSEPH C. COOK, JR.
For		KARIN EASTHAM
For		JAMES R. GAVIN III
For		GINGER L. GRAHAM
For		HOWARD E. GREENE, JR.
For		JAY S. SKYLER
For		JOSEPH P. SULLIVAN
For		JAMES N. WILSON
Against	For	2. TO APPROVE AN INCREASE OF 3,500,000 SHARES IN THE AGGREGATE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE COMPANY'S 2001 EQUITY INCENTIVE PLAN.	Issuer
For	For	3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY OR ITS FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.	4/23/2008	101119105	BPFH
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		KATHLEEN M. GRAVELINE
For		DEBORAH F. KUENSTNER
For		WALTER M. PRESSEY
For		WILLIAM J. SHEA
Against	Against	2. A SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO TAKE THOSE STEPS NECESSARY TO ELIMINATE THE CLASSIFICATION OF TERMS OF ITS BOARD OF DIRECTORS AND TO REQUIRE THAT ALL DIRECTORS STAND FOR ELECTION ANNUALLY.	Security Holder
Company Name	Meeting Date	CUSIP	Ticker
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.	5/7/2008	109195107	BFAM
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	N/A	1. Director	Issuer
For	For	1. ADOPTION OF THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 14, 2008 BY AND AMONG SWINGSET HOLDINGS CORP., SWINGSET ACQUISITION CORP. AND BRIGHT HORIZONS FAMILY SOLUTIONS, INC., AS DESCRIBED IN THE PROXY STATEMENT.	Issuer
For	For	2. APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE MERGER AGREEMENT.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
CABOT MICROELECTRONICS CORPORATION	3/4/2008	12709P103	CCMP
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ROBERT J. BIRGENEAU
For		STEVEN V. WILKINSON
For		BAILING XIA
For	For	2. APPROVAL OF 500,000 ADDITIONAL SHARES FOR THE CABOT MICROELECTRONICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN.	Issuer
For	For	3. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2008	Issuer
Company Name	Meeting Date	CUSIP	Ticker
CENTRAL GARDEN & PET COMPANY	2/11/2008	153527106	CENT
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
Withheld		WILLIAM E. BROWN
For		B.M. PENNINGTON III
For		JOHN B. BALOUSEK
For		DAVID N. CHICHESTER
For		ALFRED A. PIERGALLINI
For		BRUCE A. WESTPHAL
Company Name	Meeting Date	CUSIP	Ticker
CHARLES RIVER LABORATORIES INTL., INC.	5/8/2008	159864107	CRL
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JAMES C. FOSTER
For		NANCY T. CHANG
For		STEPHEN D. CHUBB
For		GEORGE E. MASSARO
For		GEORGE M. MILNE, JR.
For		C. RICHARD REESE
For		DOUGLAS E. ROGERS
For		SAMUEL O. THIER
For		WILLIAM H. WALTRIP
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 27, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
CHRISTOPHER & BANKS CORPORATION	8/1/2007	171046105	CBK
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ANNE L. JONES
For		ROBERT EZRILOV
For	For	2. APPROVE AN AMENDMENT TO THE 2006 SENIOR EXECUTIVE INCENTIVE PLAN.	Issuer
For	For	3. APPROVE AN INCREASE IN SHARES UNDER THE 2005 STOCK INCENTIVE PLAN FROM 800,000 TO 1,800,000 SHARES.	Issuer
For	For	4. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED ACCOUTNING FIRM FOR THE FISCAL YEAR ENDING MARCH 1, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
COLDWATER CREEK INC.	6/14/2008	193068103	CWTR
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		CURT HECKER
For		MICHAEL J. POTTER
For		GEORGIA SHONK-SIMMONS
For	For	2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2009	Issuer
Company Name	Meeting Date	CUSIP	Ticker
CORINTHIAN COLLEGES, INC	11/16/2007	218868107	COCO
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JACK MASSIMINO
For		HANK ADLER
For	For	2. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
COVANCE INC.	4/7/2008	222816100	CVD
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		KATHLEEN G. BANG
For		GARY E. COSTLEY, PH.D.
For	For	2. APPROVAL OF 2008 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.	Issuer
For	For	3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLC FOR THE FISCAL YEAR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
CREE, INC.	11/1/2007	225447101	CREE
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		CHARLES M. SWOBODA
For		JOHN W. PALMOUR, PH.D.
Withheld		DOLPH W. VON ARX
For		JAMES E. DYKES
For		CLYDE R. HOSEIN
For		HARVEY A. WAGNER
For		THOMAS H. WERNER
Against	For	2. APPROVAL OF AMENDMENTS TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN.	Issuer
For	For	3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 29, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
DEVRY INC.	11/7/2007	251893103	DV
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		CONNIE R. CURRAN
For		DANIEL HAMBURGER
For		LYLE LOGAN
For		HAROLD T. SHAPIRO
Withheld		RONALD L. TAYLOR
Against	For	2. TO APPROVE AN AMENDMENT OF ARTICLE SEVENTH OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE MAXIMUM NUMBER OF DIRECTORS THE COMPANY MAY HAVE.	Issuer
For	For	3. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
DOLBY LABORATORIES, INC.	2/5/2008	25659T107	DLB
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		RAY DOLBY
For		BILL JASPER
For		PETER GOTCHER
For		TED HALL
For		SANFORD ROBERTSON
For		ROGER SIBONI
For	For	2. TO AMEND AND RESTATE THE COMPANY'S 2005 STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK ISSUABLE THEREUNDER BY 6,000,000 SHARES.	Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 26, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
FAIRCHILD SEMICONDUCTOR INTL., INC.	5/7/2008	303726103	FCS
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		CHARLES P. CARINALLI
For		ROBERT F. FRIEL
For		THOMAS L. MAGNANTI
For		KEVIN J. MCGARITY
For		BRYAN R. ROUB
For		RONALD W. SHELLY
For		MARK S. THOMPSON
For	For	2. PROPOSAL TO AMEND AND APPROVE THE FAIRCHILD SEMICONDUCTOR 2007 STOCK PLAN.	Issuer
For	For	3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
FIRSTSERVICE CORPORATION	6/23/2008	33761N109	FSRV
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	2. Director	Issuer
For		DAVID R. BEATTY
For		BRENDAN CALDER
For		PETER F. COHEN
For		BERNARD I. GHERT
For		MICHAEL D. HARRIS
For		JAY S. HENNICK
For		STEVEN S. ROGERS
For	For	1. IN RESPECT OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF THE CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.	Issuer
For	For	3. APPROVING AN AMENDMENT TO THE FIRSTSERVICE STOCK OPTION PLAN, AS AMENDED, TO INCREASE THE MAXIMUM NUMBER OF SUBORDINATE VOTING SHARES RESERVED FOR ISSUANCE PURSUANT TO THE EXERCISE OF STOCK OPTIONS GRANTED THEREUNDER, ALL AS MORE PARTICULARLY SET FORTH AND DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
FORMFACTOR, INC.	5/22/2008	346375108	FORM
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		DR. HOMA BAHRAMI
For		G. CARL EVERETT, JR.
For		DR. MARIO RUSCEV
For	For	2. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS FORMFACTOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 27, 2008.	Issuer
Against	For	3. APPROVAL OF MATERIAL TERMS UNDER FORMFACTOR'S 2002 EQUITY INCENTIVE PLAN WITH RESPECT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
GENTEX CORPORATION	5/15/2008	371901109	GNTX
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		KENNETH LA GRAND
For		ARLYN LANTING
For		RANDE SOMMA
For	For	2. TO ACT UPON A PROPOSAL TO APPROVE THE FIRST AMENDMENT TO THE GENTEX CORPORATION SECOND RESTRICTED STOCK PLAN.	Issuer
For	For	3. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
HEIDRICK & STRUGGLES INTERNATIONAL, INC.	5/22/2008	422819102	HSII
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		L. KEVIN KELLY
For		ROBERT E. KNOWLING, JR.
For		GERARD R. ROCHE
For		V. PAUL UNRUH
For	For	2. TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
IMMUCOR, INC	11/15/2007	452526106	BLUD
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ROSWELL S. BOWERS
For		DR. G. DE CHIRICO
For		RALPH A. EATZ
For		MICHAEL S. GOLDMAN
For		DR. JACK GOLDSTEIN
For		JOHN A. HARRIS
For		HIROSHI HOKETSU
For		JOSEPH E. ROSEN
For	For	2. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING ANY ADJOURNMENTS THEREOF.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
INTERMUNE, INC.	5/13/2008	45884X103	ITMN
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		LOUIS DRAPEAU
For		JAMES I. HEALY, MD, PHD
For	For	2. TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS, OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF INTERMUNE, INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
INTERNAP NETWORK SERVICES CORPORATION	6/19/2008	45885A300	INAP
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		EUGENE EIDENBERG
For		WILLIAM HARDING
For		DANIEL STANZIONE
For		GARY PFEIFFER
For	For	2. TO AMEND THE CERTIFICATE OF INCORPORATION.	Issuer
For	For	3. TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE PURSUANT TO THE AMENDED AND RESTATED INTERNAP NETWORK SERVICES CORPORATION 2005 INCENTIVE STOCK PLAN BY FOUR MILLION SHARES.	Issuer
For	For	4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
ITT EDUCATIONAL SERVICES, INC.	5/6/2008	45068B109	ESI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JOHN E. DEAN
For		JAMES D. FOWLER, JR.
For		VIN WEBER
For	For	2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS ITT/ESI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
THE KNOT, INC.	5/21/2008	499184109	KNOT
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		LISA GERSH
For		DAVID LIU
For	For	2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2008	Issuer
Company Name	Meeting Date	CUSIP	Ticker
KORN/FERRY INTERNATIONAL	9/11/2007	500643200	KFY
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JAMES E. BARLETT
For		GARY D. BURNISON
For		EDWARD D. MILLER
For	For	2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2008.	Issuer
For	For	3. TO ACT UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
LIFE TIME FITNESS, INC.	4/24/2008	53217R207	LTM
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		BAHRAM AKRADI
Withheld		GILES H. BATEMAN
For		JAMES F. HALPIN
For		GUY C. JACKSON
For		JOHN B. RICHARDS
For		STEPHEN R. SEFTON
For		JOSEPH H. VASSALLUZZO
For	For	2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer
For	For	3. APPROVE THE LIFE TIME FITNESS, INC. EXECUTIVE CASH BONUS PLAN.	Issuer
For	For	4. APPROVE THE AMENDMENT AND RESTATEMENT OF THE LIFE TIME FITNESS, INC. 2004 LONG-TERM INCENTIVE PLAN.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
LIONS GATE ENTERTAINMENT CORP.	9/11/2007	535919203	LGF
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		NORMAN BACAL
For		MICHAEL BURNS
For		ARTHUR EVRENSEL
For		JON FELTHEIMER
For		MORLEY KOFFMAN
For		HAROLD LUDWIG
For		LAURIE MAY
Withheld		G. SCOTT PATERSON
For		DARYL SIMM
For		HARDWICK SIMMONS
Withheld		BRIAN V. TOBIN
For	For	2. PROPOSAL TO RE-APPOINT ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY.	Issuer
For	For	3. PROPOSAL TO APPROVE AN INCREASE IN THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE UNDER THE LIONS GATE ENTERTAINMENT CORP. 2004 PERFORMANCE INCENTIVE PLAN.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
LOOPNET, INC	5/29/2008	543524300	LOOP
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		DENNIS CHOOKASZIAN
For		NOEL J. FENTON
For	For	2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS LOOPNET, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
MANHATTAN ASSOCIATES, INC.	5/30/2008	562750109	MANH
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		BRIAN J. CASSIDY
For		PAUL R. GOODWIN
For		PETER J. KIGHT
For		DAN J. LAUTENBACH
For	For	2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
MARINEMAX, INC.	2/28/2008	567908108	HZO
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		MICHAEL H. MCLAMB
For	For	1. APPROVAL OF 2008 EMPLOYEE STOCK PURCHASE PLAN.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
MARKETAXESS HOLDINGS, INC.	6/5/2008	57060D108	MKTX
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		RICHARD M. MCVEY
For		ROGER BURKHARDT
For		STEPHEN P. CASPER
For		DAVID G. GOMACH
For		CARLOS M. HERNANDEZ
For		RONALD M. HERSCH
For		JEROME S. MARKOWITZ
For		T. KELLEY MILLET
For		NICOLAS S. ROHATYN
For		JOHN STEINHARDT
For	For	2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Against	For	3. TO APPROVE THE MARKETAXESS HOLDINGS INC. 2008 CODE SECTION 162(M) PERFORMANCE INCENTIVE PROGRAM.	Issuer
MEDICIS PHARMACEUTICAL CORPORATION	5/20/2008	584690309	MRX
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	N/A	1. Director	Issuer
For	For	1A ELECTION OF DIRECTOR: SPENCER DAVIDSON	Issuer
For	For	1B ELECTION OF DIRECTOR: STUART DIAMOND	Issuer
For	For	1C ELECTION OF DIRECTOR: PETER S. KNIGHT, ESQ.	Issuer
For	For	2. RATIFICATION FOR THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF MEDICIS FOR FISCAL YEAR ENDING DECEMBER 31, 2008.	Issuer
Abstain	For	3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.	Issuer
MENTOR CORPORATION	9/17/2007	587188103	MNT
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		MICHAEL L. EMMONS
For		WALTER W. FASTER
For		MARGARET H. JORDAN
For		JOSHUA H. LEVINE
For		KATHERINE S. NAPIER
For		BURT E. ROSEN
For		RONALD J. ROSSI
For		JOSEPH E. WHITTERS
Against	For	2. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF SHARES OF AUTHORIZED CAPITAL STOCK AND TO PROVIDE FOR THE ISSUANCE OF PREFERRED STOCK IN ONE OR MORE SERIES.	Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
MKS INSTRUMENTS, INC	5/5/2008	55306N104	MKSI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ROBERT R. ANDERSON
For		GREGORY R. BEECHER
For		JOHN R. BERTUCCI
For	For	2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
MORNINGSTAR, INC.	5/20/2008	617700109	MORN
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JOE MANSUETO
For		DON PHILLIPS
For		CHERYL FRANCIS
For		STEVE KAPLAN
For		BILL LYONS
For		JACK NOONAN
For		FRANK PTAK
For		PAUL STURM
For	For	2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS MORNINGSTAR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
NATIONAL INSTRUMENTS CORPORATION	5/13/2008	636518102	NATI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JEFFREY L. KODOSKY
For		DONALD M. CARLTON
For		JOHN K. MEDICA
Company Name	Meeting Date	CUSIP	Ticker
NAVIGANT CONSULTING, INC.	4/29/2008	63935N107	NCI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		WILLIAM M. GOODYEAR
For		VALERIE B. JARRETT
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY IN 2008	Issuer
Company Name	Meeting Date	CUSIP	Ticker
OXFORD INDUSTRIES, INC.	10/9/2007	691497309	OXM
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		GEORGE C. GUYNN
For		JAMES A. RUBRIGHT
For		HELEN B. WEEKS
For		E. JENNER WOOD III
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO SERVE AS THE COMPANY'S INDPENDENT AUDITORS DURING THE FISCAL YEAR WHICH COMMENCED JUNE 2, 2007.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
OXFORD INDUSTRIES, INC.	6/16/2008	691497309	OXM
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	N/A	1. Director	Issuer
For	For	1A ELECTION OF DIRECTOR: CECIL D. CONLEE	Issuer
For	For	1B ELECTION OF DIRECTOR: J. REESE LANIER	Issuer
For	For	1C ELECTION OF DIRECTOR: DENNIS M. LOVE	Issuer
For	For	2. PROPOSAL TO RE-APPROVE THE OXFORD INDUSTRIES, INC. EXECUTIVE PERFORMANCE INCENTIVE PLAN.	Issuer
For	For	3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DURING THE FISCAL YEAR WHICH COMMENCED FEBRUARY 3, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
P.F. CHANG'S CHINA BISTRO, INC.	4/18/2008	69333Y108	PFCB
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		RICHARD L. FEDERICO
For		F. LANE CARDWELL, JR.
For		LESLEY H. HOWE
For		M. ANN RHOADES
For		JAMES G. SHENNAN, JR.
For		R. MICHAEL WELBORN
For		KENNETH J. WESSELS
For		KENNETH A. MAY
For	For	2. APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 28, 2008.	Issuer
For	For	3. APPROVAL OF ADJOURNMENT OF THE MEETING TO SOLICIT ADDITIONAL PROXIES.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
PANERA BREAD COMPANY	5/22/2008	69840W108	PNRA
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		RONALD M. SHAICH
For		FRED K. FOULKES
For	For	2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 30, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.	5/21/2008	717124101	PPDI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		STUART BONDURANT, M.D.
For		F.N. ESHELMAN, PHARM.D.
For		FREDERICK FRANK
For		GENERAL DAVID L. GRANGE
For		CATHERINE M. KLEMA
For		TERRY MAGNUSON, PH.D.
For		ERNEST MARIO, PH.D.
For		JOHN A. MCNEILL, JR.
For	For	2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008.	Issuer
Abstain	For	3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
POOL CORPORATION	5/6/2008	73278L105	POOL
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		WILSON B. SEXTON
For		ANDREW W. CODE
For		JAMES J. GAFFNEY
For		GEORGE T. HAYMAKER, JR.
For		M.J. PEREZ DE LA MESA
For		HARLAN F. SEYMOUR
For		ROBERT C. SLEDD
For		JOHN E. STOKELY
For	For	2. RATIFICATION OF THE RETENTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
PRIVATEBANCORP, INC.	5/22/2008	742962103	PVTB
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		WILLIAM A. CASTELLANO
For		PATRICK F. DALY
For		C. MAYBERRY MCKISSACK
For		RALPH B. MANDELL
For		EDWARD W. RABIN, JR.
For		LARRY D. RICHMAN
For	For	2. PROPOSAL TO APPROVE THE PRIVATEBANCORP, INC. 2007 LONG-TERM INCENTIVE COMPENSATION PLAN.	Issuer
For	For	3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 39 MILLION TO 89 MILLION.	Issuer
For	For	4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
PSS WORLD MEDICAL, INC	8/21/2007	69366A100	PSSI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JEFFREY C. CROWE
For		MELVIN L. HECKTMAN
For		DELORES P. KESLER
For		DAVID A. SMITH
Company Name	Meeting Date	CUSIP	Ticker
RAYMOND JAMES FINANCIAL	2/14/2008	754730109	RJF
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		ANGELA N. BIEVER
For		SHELLEY BROADER
For		FRANCIS S. GODBOLD
For		H.W. HABERMEYER, JR
For		CHET HELCK
For		THOMAS A. JAMES
For		PAUL C. REILLY
For		ROBERT P. SALTZMAN
For		KENNETH A. SHIELDS
For		HARDWICK SIMMONS
For		SUSAN N. STORY
For	For	2. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Issuer
For	For	3. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK TO 350,000,000.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
SEMTECH CORPORATION	6/26/2008	816850101	SMTC
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		GLEN M. ANTLE
For		W. DEAN BAKER
For		JAMES P. BURRA
For		BRUCE C. EDWARDS
For		ROCKELL N. HANKIN
For		JAMES T. LINDSTROM
For		MOHAN R. MAHESWARAN
For		JOHN L. PIOTROWSKI
For		JAMES T. SCHRAITH
For	For	2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE CURRENT FISCAL YEAR.	Issuer
Against	For	3. PROPOSAL TO APPROVE THE SEMTECH CORPORATION 2008 LONG-TERM EQUITY INCENTIVE PLAN.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
TRIMBLE NAVIGATION LIMITED	5/22/2008	896239100	TRMB
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		STEVEN W. BERGLUND
For		JOHN B. GOODRICH
For		WILLIAM HART
For		MERIT E. JANOW
For		ULF J. JOHANSSON
For		BRADFORD W. PARKINSON
For		NICKOLAS W. VANDE STEEG
For	For	2. TO APPROVE AN AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.	Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING JANUARY 2, 2009.	Issuer
For	For	4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
TUESDAY MORNING CORP.	11/7/2007	899035505	TUES
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		BENJAMIN D. CHERESKIN
Withheld		KATHLEEN MASON
For		WILLIAM J. HUNCKLER III
For		ROBIN P. SELATI
For		HENRY F. FRIGON
For		BRUCE A. QUINNELL
Against	For	2. APPROVAL OF AN AMENDMENT TO OUR 1997 LONG-TERM EQUITY INCENTIVE PLAN TO EXTEND THE TERM OF THE PLAN.	Issuer
Against	For	3. APPROVAL OF AN AMENDMENT TO OUR 2004 LONG-TERM EQUITY INCENTIVE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES WITH RESPECT TO WHICH RESTRICTED STOCK AWARDS MAY BE GRANTED UNDER THE PLAN.	Issuer
For	For	4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
WILMINGTON TRUST CORPORATION	3/25/2008	971807102	WL
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		CAROLYN S. BURGER
For		ROBERT V.A. HARRA, JR.
For		REX L. MEARS
For		ROBERT W. TUNNELL, JR.
For		SUSAN D. WHITING
For	For	2. APPROVAL OF 2008 EMPLOYEE STOCK PURCHASE PLAN	Issuer
For	For	3. APPROVAL OF 2008 LONG-TERM INCENTIVE PLAN	Issuer
Company Name	Meeting Date	CUSIP	Ticker
WINNEBAGO INDUSTRIES, INC.	12/18/2007	974637100	WGO
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JERRY N. CURRIE
For		LAWRENCE A. ERICKSON
For		JOHN E. HERLITZ
For	For	2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WINNEBAGO INDUSTRIES, INC. INDEPENDENT REGISTERED PUBLIC ACCOUNTS FOR OUR FISCAL YEAR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
WMS INDUSTRIES INC.	12/13/2007	929297107	WMS
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		LOUIS J. NICASTRO
For		BRIAN R. GAMACHE
For		HAROLD H. BACH, JR.
For		ROBERT J. BAHASH
For		PATRICIA M. NAZEMETZ
For		NEIL D. NICASTRO
For		EDWARD W. RABIN, JR.
For		IRA S. SHEINFELD
For		W.J. VARESCHI, JR.
For	For	2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
WRIGHT MEDICAL GROUP, INC.	5/14/2008	98235T107	WMGI
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		GARY D. BLACKFORD
For		MARTIN J. EMERSON
For		LAWRENCE W. HAMILTON
For		GARY D. HENLEY
For		JOHN L. MICLOT
For		AMY S. PAUL
For		ROBERT J. QUILLINAN
For		DAVID D. STEVENS
For		JAMES T. TREACE
For	For	2. TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR 2008.	Issuer
For	For	3. TO APPROVE THE AMENDMENT TO OUR FOURTH AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN TO (A) INCREASE BY 700,000 THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS THEREUNDER AND (B) MAKE CERTAIN ADMINISTRATIVE CHANGES TO THE PLAN.	Issuer
Company Name	Meeting Date	CUSIP	Ticker
ZALE CORP.	11/14/2007	988858106	ZLC
Vote	MRV	Proposal	Proposed by Issuer or Security Holder
	For	1. Director	Issuer
For		JOHN B. LOWE, JR.
For		MARY E. BURTON
For		J. GLEN ADAMS
For		GEORGE R. MIHALKO, JR.
For		THOMAS C. SHULL
For		CHARLES M. SONSTEBY
For		DAVID M. SZYMANSKI
For	For	2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2008.	Issuer

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.

Buffalo Small Cap Fund, Inc.

By        /s/ Kent W. Gasaway                                               .

Kent W. Gasaway, President and Treasurer

Date       August 7, 2008                                                         .