MP63 Fund NPX 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 811-09053

The MP 63 Fund, Inc.

(Exact name of registrant as specified in charter)

555 Theodore Fremd Ave., Suite B-103

Rye, NY 10580

(Address of principal executive offices)

(Zip code)

The MP 63 Fund, Inc.

555 Theodore Fremd Ave., Suite B-103

Rye, NY 10580

(Name and address of agent for service)

Registrant's telephone number, including area code: (914) 925-0022

Date of fiscal year end: February 28

Date of reporting period: June 30, 2004

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1. PROXY VOTING RECORD:

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.

MP63 Fund

3M COMPANY

	Ticker Symbol:MMM	Cusip Number: 88579Y101
	Record Date: 3/12/2004	Meeting Date: 5/11/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE INCREASE IN NUMBER OF COMMON SHARES

FOR

ISSUER

FOR

WITH

SEPARATE ROLES OF CEO AND CHAIRMAN

OBSTAINED

STOCKHOLDER

WITH

ABBOT LABORATORIES

	Ticker Symbol:ABT	Cusip Number: 002824100
	Record Date: 2/25/2004	Meeting Date: 4/23/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF NOMINEES: RS AUSTIN; HL FULLER;

FOR

ISSUER

FOR

WITH

RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS

FOR

ISSUER

FOR

WITH

PRESCRIPTION DRUGS

AGAINST

STOCKHOLDER

AGAINST

WITH

POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

OPTION GRANTS FOR SENIOR EXECUTIVES

AGAINST

STOCKHOLDER

AGAINST

WITH

GLOBAL INFECTUOUS DISEASES

AGAINST

STOCKHOLDER

AGAINST

WITH

ABBOTT LABORATORIES

	Ticker Symbol:ABT	Cusip Number: 002824100
	Record Date: 2/25/2004	Meeting Date: 4/23/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY DELOITTE & TOUCHE AS AUDITORS

FOR

ISSUER

FOR

WITH

RE: PRESCRIPTION DRUGS

AGAINST

STOCKHOLDER

AGAINST

WITH

REPORT POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

RE; OPTION GRANTS FOR SENIOR EXECS

FOR

STOCKHOLDER

FOR

WITH

RE; GLOBAL INFECTIOUS DISEASE

OBSTAINED

STOCKHOLDER

WITH

AFLAC INC.

	Ticker Symbol:AFL	Cusip Number: 001055102
	Record Date: 2/25/2004	Meeting Date: 5/3/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE 2004 LONG-TERM INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY KPMG AS AUDITORS

FOR

ISSUER

FOR

WITH

ANHEUSER-BUSCH COMPANIES

	Ticker Symbol:BUD	Cusip Number: 035229103
	Record Date: 3/1/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE AUDITOR

FOR

ISSUER

FOR

WITH

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

AQUA AMERICA

	Ticker Symbol:WTR	Cusip Number: 03836W103
	Record Date: 3/29/2004	Meeting Date: 5/20/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE AMEND. TO RAISE SHARES FROM 100K TO 300K

FOR

ISSUER

FOR

WITH

APPROVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

AVON PRODUCTS

	Ticker Symbol:AVP	Cusip Number: 054303102
	Record Date: 3/15/2004	Meeting Date: 5/6/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE AUTHORIZED NUMBER OF SHARES

FOR

ISSUER

FOR

WITH

ELIMINATE CLASSIFIED BOARD

FOR

STOCKHOLDER

FOR

WITH

REPORT ON REMOVAL OF PARABENS

FOR

STOCKHOLDER

FOR

WITH

REPORT ON REMOVAL OF DIBUTYL

FOR

STOCKHOLDER

FOR

WITH

BANK OF AMERICA

	Ticker Symbol:BAC	Cusip Number: 060505104
	Record Date: 4/7/2004	Meeting Date: 5/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

FIX ANNUAL MTG DATE TO 4TH MONDAY IN APRIL

ABSTAINED

STOCKHOLDER

WITH

NOMINATION OF DIRECTORS

FOR

STOCKHOLDER

FOR

WITH

CHARITABLE CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

MUTUAL FUND TRADING PRACTICES

AGAINST

STOCKHOLDER

AGAINST

WITH

PRIVACY AND INFORMATION SECURITY

FOR

STOCKHOLDER

FOR

WITH

BANK ONE CORP.

	Ticker Symbol:ONE	Cusip Number: 06423A103
	Record Date: 4/2/2004	Meeting Date: 5/25/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

AGAINST

ISSUER

AGAINST

WITH

MERGE WITH JP MORGAN CHASE

AGAINST

ISSUER

AGAINST

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

BB&T CORP.

	Ticker Symbol:BBT	Cusip Number: 054937107
	Record Date: 3/8/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

DECLASSIFY BOARD

FOR

ISSUER

FOR

WITH

AMEND BYLAWS RE: BOARD DECLASS.

FOR

ISSUER

FOR

WITH

APPROVE STOCK INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

EXEC COMPENSATION LIMITS

FOR

STOCKHOLDER

FOR

WITH

BELLSOUTH CORP.

	Ticker Symbol:BLS	Cusip Number: 079860102
	Record Date: 3/8/2004	Meeting Date: 4/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITOR

FOR

ISSUER

FOR

WITH

APPROVE AMENDMENT TO ELECT DIRECTROS ANNUALLY

FOR

ISSUER

FOR

WITH

APPROVE INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

PROPOSAL RE: EXEC COMPENSATION

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL RE: CEO COMPENSATION

FOR

STOCKHOLDER

FOR

WITH

DISCLOSE POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

BEMIS COMPANY

	Ticker Symbol:BMS	Cusip Number: 081437105
	Record Date: 3/12/2004	Meeting Date: 5/5/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY ACCOUNTANT

FOR

ISSUER

FOR

WITH

INCREASE AUTHORIZED SHARES

FOR

ISSUER

FOR

WITH

BLACK & DECKER

	Ticker Symbol:BDK	Cusip Number: 091797100
	Record Date: 2/17/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITOR

FOR

ISSUER

FOR

WITH

APPROVE 2004 RESTRICTED STOCK PLAN

FOR

ISSUER

FOR

WITH

LIMIT EXECUTIVE COMPENSATION

FOR

STOCKHOLDER

FOR

WITH

BP PLC ADRS

	Ticker Symbol:BP	Cusip Number: 055622104
	Record Date: 2/23/2004	Meeting Date: 4/15/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTOR BROWNE

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR GROTE

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR MILES

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR NICHOLSON

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR OLVER

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR PROSSER

FOR

ISSUER

FOR

WITH

ELECT DIRECTOR BURGMANS

FOR

ISSUER

FOR

WITH

REAPPOINT ERNST & YOUNG AS AUDITORS

FOR

ISSUER

FOR

WITH

AMEND ARTICLES OF INCORPORATION

FOR

ISSUER

FOR

WITH

AUTHORITY TO ALLOT SHARES

FOR

ISSUER

FOR

WITH

AUTHORITY TO ALLOT SHARES FOR CASH

FOR

ISSUER

FOR

WITH

AUTHORITY TO PURCHASE SHARES

FOR

ISSUER

FOR

WITH

TREASURY SHARES FOR EMPLOYEE SCHEMES

FOR

ISSUER

FOR

WITH

APPROVE DIRECTORS REMUNERATION

FOR

ISSUER

FOR

WITH

LIMIT REMUNERATION FOR NON-EXECUTIVE DIRECTORS

FOR

ISSUER

FOR

WITH

RECEIVE DIRECTORS ANNUAL REPORT

FOR

ISSUER

FOR

WITH

REPORT ON ENVIRONMENTAL ISSUES

AGAINST

STOCKHOLDER

AGAINST

WITH

CENTURYTEL INC.

	Ticker Symbol:CTL	Cusip Number: 156700106
	Record Date: 3/8/2004	Meeting Date: 5/6/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

COCA-COLA COMPANY

	Ticker Symbol:KO	Cusip Number: 191216100
	Record Date: 2/23/2004	Meeting Date: 4/21/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFICATION OF ERNST & YOUNG AS AUDITORS

FOR

ISSUER

FOR

WITH

REGARDING REPORT ON GLOBAL HIV/AIDS PANDEMIC

FOR

STOCKHOLDER

FOR

WITH

REGARDING STOCK OPTION GLASS CEILING REPORT

ABSTAINED

STOCKHOLDER

WITH

REGARDING EXECUTIVE COMPENSATION

FOR

STOCKHOLDER

FOR

WITH

REGARDING RESTRICTED STOCK

FOR

STOCKHOLDER

FOR

WITH

SENIOR EXEC. PARTICIPATION IN COMP/DEFERRAL INVEST. PROGRAM

FOR

STOCKHOLDER

FOR

WITH

CHINA BUSINESS PRINCIPLES

AGAINST

STOCKHOLDER

AGAINST

WITH

SEPARATE POSITIONS OF CEO AND CHAIRMAN

FOR

STOCKHOLDER

FOR

WITH

COLGATE-PALMOLIVE

	Ticker Symbol:CL	Cusip Number: 194162103
	Record Date: 3/9/2004	Meeting Date: 5/7/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

REAPPROVE INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SHAREHOLDER APPROVAL OF GOLDEN PARACHUTE SEVERANCE

FOR

ISSUER

FOR

WITH

WORKPLACE HUMAN RIGHTS

AGAINST

STOCKHOLDER

AGAINST

WITH

INDEPENDENT CHAIRMAN

OBSTAINED

STOCKHOLDER

WITH

CORNING INC

	Ticker Symbol:GLW	Cusip Number: 219350105
	Record Date: 3/1/2004	Meeting Date: 4/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITOR

FOR

ISSUER

FOR

WITH

RESTRICT SEVERANCE AGRREMENTS

FOR

STOCKHOLDER

FOR

WITH

COUNTRYWIDE FINANCIAL

	Ticker Symbol:CFC	Cusip Number: 222372104
	Record Date: 4/19/2004	Meeting Date: 6/16/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

COUNTRYWIDE FINANCIAL

	Ticker Symbol:CFC	Cusip Number: 222372104
	Record Date: 11/28/2003	Meeting Date: 1/9/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

AMEND CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES AUTHORIZED

FOR

ISSUER

FOR

WITH

DIEBOLD INC.

	Ticker Symbol:DBD	Cusip Number: 253651103
	Record Date: 2/27/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KPMG AS AUDITOR

FOR

ISSUER

FOR

WITH

DUKE ENERGY CORP.

	Ticker Symbol:DUK	Cusip Number: 264399106
	Record Date: 3/15/2004	Meeting Date: 5/13/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

DECLASSIFY BOARD

FOR

STOCKHOLDER

FOR

WITH

E.I. DUPONT

	Ticker Symbol:DD	Cusip Number: 263534109
	Record Date: 3/9/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY ACCOUNTANTS

FOR

ISSUER

FOR

WITH

ON GOVERNMENT SERVICE

AGAINST

STOCKHOLDER

AGAINST

WITH

ADOPT WORKPLACE STANDARDS

AGAINST

STOCKHOLDER

AGAINST

WITH

ON EXECUTIVE COMPENSATION

FOR

STOCKHOLDER

FOR

WITH

EDISON INTERNATIONAL

	Ticker Symbol:EIX	Cusip Number: 281020107
	Record Date: 3/22/2004	Meeting Date: 5/20/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

POISON PILL

AGAINST

STOCKHOLDER

AGAINST

WITH

ENGELHARD CORP.

	Ticker Symbol:EC	Cusip Number: 292845104
	Record Date: 3/15/2004	Meeting Date: 5/6/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

EXXONMOBIL CORP.

	Ticker Symbol:XOM	Cusip Number: 30231G102
	Record Date: 4/5/2004	Meeting Date: 5/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE RESTRICTED STOCK PLAN

FOR

ISSUER

FOR

WITH

POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

POLITICAL CONTRIBUTIONS REPORT

FOR

STOCKHOLDER

FOR

WITH

MEDIA RESPONSE RE: EQ. GUINEA

AGAINST

STOCKHOLDER

AGAINST

WITH

SEPARATE CEO AND CHAIRMAN

AGAINST

STOCKHOLDER

AGAINST

WITH

EXEC COMPENSATION CAPPED AT $500,000

ABSTAINED

STOCKHOLDER

WITH

REPORT COMPENSATION BY RACE/GENDER

FOR

STOCKHOLDER

FOR

WITH

AMEND EEO FOR NO DISCRIMINATION BY SEXUAL ORIENTATION

FOR

STOCKHOLDER

FOR

WITH

CLIMATE SCIENCE REPORT

AGAINST

STOCKHOLDER

AGAINST

WITH

FLEETBOSTON FINANCIAL

	Ticker Symbol:FBF	Cusip Number: 339030108
	Record Date: 1/26/2004	Meeting Date: 3/17/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVAL OF MERGER AGREEMENT WITH BANK OF AMERICA

FOR

ISSUER

FOR

WITH

ADJOURN SPECIAL MEETING IF NECESSARY TO SOLICIT

FOR

ISSUER

FOR

WITH

FRANKLIN RESOURCES

	Ticker Symbol:BEN	Cusip Number: 354613101
	Record Date: 12/1/2003	Meeting Date: 1/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

STOCKHOLDER

FOR

WITH

RATIFICATION OF PRICEWATERHOUSECOOPERS AS AUDITOR

FOR

ISSUER

FOR

WITH

APPROVAL OF THE 2004 KEY EXECUTIVE INCENTIVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

APPROVAL OF AMENDED AND RESTATED ANNUAL INCENTIVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

GENERAL ELECTRIC

	Ticker Symbol:GE	Cusip Number: 369604103
	Record Date: 3/1/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS:JI CASH, JR.; DD DAMMERMAN;

FOR

ISSUER

FOR

WITH

INDEPENDENT AUDITOR

FOR

ISSUER

FOR

WITH

REVENUE MEASUREMENTS ADDED TO

FOR

ISSUER

FOR

WITH

CUMULATIVE VOTING

AGAINST

STOCKHOLDER

AGAINST

WITH

ANIMAL TESTING

AGAINST

STOCKHOLDER

AGAINST

WITH

NUCLEAR RISK

AGAINST

STOCKHOLDER

AGAINST

WITH

REPORT ON PCB CLEANUP COATS

AGAINST

STOCKHOLDER

AGAINST

WITH

OFFSHORE SOURCING

AGAINST

STOCKHOLDER

AGAINST

WITH

SUSTAINABILITY INDEX

AGAINST

STOCKHOLDER

AGAINST

WITH

COMPENSATION COMMITTEE INDEPENDENCE

AGAINST

STOCKHOLDER

AGAINST

WITH

PAY DISPARITY

AGAINST

STOCKHOLDER

AGAINST

WITH

END STOCK OPTIONS AND BONUSES

AGAINST

STOCKHOLDER

AGAINST

WITH

LIMIT OUTSIDE DIRECTORSHIPS

AGAINST

STOCKHOLDER

AGAINST

WITH

INDEPENDENT BOARD CHAIRMAN

AGAINST

STOCKHOLDER

AGAINST

WITH

EXPLORE SALE OF COMPANY

AGAINST

STOCKHOLDER

AGAINST

WITH

HOLDING STOCK FROM STOCK OPTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

BOARD INDEPENDENCE

AGAINST

STOCKHOLDER

AGAINST

WITH

POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

GENUINE PARTS COMPANY

	Ticker Symbol:GPC	Cusip Number: 372460105
	Record Date: 2/12/2004	Meeting Date: 4/19/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVAL OF 2004 ANNUAL INCENTIVE BONUS

FOR

ISSUER

FOR

WITH

RATIFICATION OF ERNST & YOUNG AS AUDITORS

FOR

ISSUER

FOR

WITH

POISON PILL

FOR

STOCKHOLDER

FOR

WITH

RESTRICTED SHARES IN LIEU OF STOCK OPTIONS

FOR

STOCKHOLDER

FOR

WITH

H&R BLOCK INC.

	Ticker Symbol:HRB	Cusip Number: 093671105
	Record Date: 7/8/2003	Meeting Date: 9/10/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF 3 DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVAL OF AMENDMENT TO 2003 LONG-TERM EXECUTIVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

RATIFICATION OF KPMG AS INDEPENDENT ACCOUNTANTS

FOR

ISSUER

FOR

WITH

HEWLETT-PACKARDCO.

	Ticker Symbol:HPQ	Cusip Number: 428236103
	Record Date: 1/20/2004	Meeting Date: 3/17/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY ERNST & YOUNG AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

APPROVAL OF 2004 STOCK INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

STOCK OPTION EXPENSING

AGAINST

STOCKHOLDER

AGAINST

WITH

HOME DEPOT

	Ticker Symbol:HD	Cusip Number: 437076102
	Record Date: 3/29/2004	Meeting Date: 5/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

OUTSIDE DIRECTRO LIMITS

AGAINST

STOCKHOLDER

AGAINST

WITH

POISON PILL

AGAINST

STOCKHOLDER

AGAINST

WITH

PERFORMANCE GOALS FOR VESTING

FOR

STOCKHOLDER

FOR

WITH

IMPLEMENT ILO HUMAN RIGHTS

AGAINST

STOCKHOLDER

AGAINST

WITH

FUTURE SEVERANCE AGREEMENTS

FOR

STOCKHOLDER

FOR

WITH

METHOD OF VOTING FOR DIRECTORS

FOR

STOCKHOLDER

FOR

WITH

HORMEL FOODS

	Ticker Symbol:HRL	Cusip Number: 440452100
	Record Date: 12/1/2003	Meeting Date: 1/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFICATION OF ERNST & YOUNG AS AUDITOR

FOR

ISSUER

FOR

WITH

ILLINOIS TOOL WORKS INC.

	Ticker Symbol:ITW	Cusip Number: 452308109
	Record Date: 3/9/2004	Meeting Date: 5/7/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

INGERSOLL-RAND

	Ticker Symbol:IR	Cusip Number: G4776G101
	Record Date: 4/2/2004	Meeting Date: 6/2/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

ADOPT INCENTIVE PLAN OF 1998

FOR

ISSUER

FOR

WITH

AMEND BYLAWS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

DECLASSIFY BOARD

FOR

STOCKHOLDER

FOR

WITH

CHANGE JURISDICTION OF INCORP.

AGAINST

STOCKHOLDER

AGAINST

WITH

SEPARATE CEO AND CHAIRMAN

AGAINST

STOCKHOLDER

AGAINST

WITH

INTEL CORP.

	Ticker Symbol:INTC	Cusip Number: 458140100
	Record Date: 3/22/2004	Meeting Date: 5/19/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE 2004 INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

EXPENSE STOCK OPTIONS

FOR

STOCKHOLDER

FOR

WITH

USE OF PERFORMANCE-VSETING STOCK

FOR

STOCKHOLDER

FOR

WITH

USE OF PERFORMANCE-BASED OPTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

INTERNATIONAL PAPER

	Ticker Symbol:IP	Cusip Number: 460146103
	Record Date: 3/17/2004	Meeting Date: 5/11/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE LONG-TERM INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

REAFIRM PERFORMANCE GOALS OF INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

LIMIT CEO COMPENSATION

FOR

STOCKHOLDER

FOR

WITH

INTERPUBLIC GROUP OF COMPANIES

	Ticker Symbol:IPG	Cusip Number: 460690100
	Record Date: 3/26/2004	Meeting Date: 5/18/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE 2004 INCENTIVE PLAN

AGAINST

ISSUER

AGAINST

WITH

APPROVE NON-MANAGEMENT DIRECTORS INCENTIVE PLAN

AGAINST

ISSUER

AGAINST

WITH

CONFIRM AUDITORS

FOR

ISSUER

FOR

WITH

RESOLUTION ON NORTHERN IRELAND

AGAINST

STOCKHOLDER

AGAINST

WITH

JOHNSON & JOHNSON

	Ticker Symbol:JNJ	Cusip Number: 478160104
	Record Date: 2/24/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PRICEWATERHOUSECOOPERS AS AUDITOR

FOR

ISSUER

FOR

WITH

REPORT POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

JOHNSON CONTROLS

	Ticker Symbol:JCI	Cusip Number: 478366107
	Record Date: 11/20/2003	Meeting Date: 1/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT FOUR DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE PRICEWATERHOUSECOOPERS AS AUDITOR

FOR

ISSUER

FOR

WITH

RATIFICATION OF LONG-TERM PERFORMANCE PLAN

FOR

ISSUER

FOR

WITH

RATIFICATION OF EXECUTIVE INCENTIVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

RATIFICATION OF 2003 STOCK PLAN FOR OUTSIDE DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVAL OF THE 2001 RESTRICTED STOCK PLAN AMENDMENT

FOR

ISSUER

FOR

WITH

KIMBERLY-CLARK CORP.

	Ticker Symbol:KMB	Cusip Number: 494368103
	Record Date: 3/1/2004	Meeting Date: 4/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATIO

FOR

ISSUER

FOR

WITH

APPROVAL OF AUDITORS

FOR

ISSUER

FOR

WITH

REGARDING RIGHTS AGREEMENT

AGAINST

STOCKHOLDER

AGAINST

WITH

LIMITED BRANDS

	Ticker Symbol:LTD	Cusip Number: 532716107
	Record Date: 3/31/2004	Meeting Date: 5/17/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

ADOPT AMENDED INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

NATIONAL FUEL GAS COMPANY

	Ticker Symbol:NFG	Cusip Number: 636180101
	Record Date: 12/22/2003	Meeting Date: 2/19/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF 2 DIRECTORS

FOR

ISSUER

FOR

WITH

APPOINTMENT OF INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

SHAREHOLDER PROPOSAL TO LIMIT OPTIONS AWARDS

ABSTAINED

ISSUER

WITH

PHELPS DODGE

	Ticker Symbol:PD	Cusip Number: 717265102
	Record Date: 4/8/2004	Meeting Date: 5/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

CHARITABLE CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

PITNEY BOWES

	Ticker Symbol:PBI	Cusip Number: 724479100
	Record Date: 3/12/2004	Meeting Date: 5/10/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY ACCOUNTANTS

FOR

ISSUER

FOR

WITH

REPORT POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

POLARIS INDUSTRIES

	Ticker Symbol:PII	Cusip Number: 731068102
	Record Date: 2/23/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE SENIOR EXEC INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

APPROVE LONG-TERM INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

APPROVE AMENDMENT TO 1995 STOCK OPTION PLAN

FOR

ISSUER

FOR

WITH

SUCH OTHER MATTERS AS MAY COME BEFORE TEGH MEETING

OBSTAINED

ISSUER

WITH

RITE AID CORP.

	Ticker Symbol:RAD	Cusip Number: 767754104
	Record Date: 5/3/2004	Meeting Date: 6/24/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE 2004 OMNIBUS EQUITY PLAN

FOR

ISSUER

FOR

WITH

REPORT ON EMPLOYMENT DIVERSITY

FOR

STOCKHOLDER

FOR

WITH

RYDER SYSTEM INC.

	Ticker Symbol:R	Cusip Number: 783549108
	Record Date: 3/12/2004	Meeting Date: 5/7/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

SAINT PAUL COMPANIES

	Ticker Symbol:SPC	Cusip Number: 792860108
	Record Date: 2/6/2004	Meeting Date: 3/19/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE THE ISSUANCE OF SPC STOCK FOR THE MERGER W

FOR

ISSUER

FOR

WITH

AMEND BYLAWS FOR MERGER

FOR

ISSUER

FOR

WITH

AMEND ARTICLES OF INCORPORATION FOR MERGER

FOR

ISSUER

FOR

WITH

AMEND ARTICLES OF INCORPORATION FOR MERGER

FOR

ISSUER

FOR

WITH

SBC COMMUNICTIONS

	Ticker Symbol:SBC	Cusip Number: 78387G103
	Record Date: 3/2/2004	Meeting Date: 4/30/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPOINT AUDITORS

FOR

ISSUER

FOR

WITH

ELIMINATE CLASSIFIED BOARD

FOR

ISSUER

FOR

WITH

REPORT POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

REDUCE BOARD FROM 21 TO 14

OBSTAINED

STOCKHOLDER

WITH

SCANA CORP.

	Ticker Symbol:SCG	Cusip Number: 80589M102
	Record Date: 3/10/2004	Meeting Date: 4/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

APPROVE AUDITORS

FOR

ISSUER

FOR

WITH

SCHERING-PLOUGH CORP.

	Ticker Symbol:SGP	Cusip Number: 806605101
	Record Date: 3/5/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE OPERATIONS TEAM MGMT INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SCIENTIFIC-ATLANTA INC.

	Ticker Symbol:SFA	Cusip Number: 808655104
	Record Date: 9/15/2003	Meeting Date: 11/7/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

2003 LONG-TERM INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SERVICEMASTER CORP.

	Ticker Symbol:SVM	Cusip Number: 81760N109
	Record Date: 3/5/2004	Meeting Date: 4/30/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE EMPLOYEE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

RE: RIGHTS AGRREEMENT

FOR

STOCKHOLDER

FOR

WITH

TECO ENERGY

	Ticker Symbol:TE	Cusip Number: 872375100
	Record Date: 2/18/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE 2004 EQUITY INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY AUDITORS

FOR

ISSUER

FOR

WITH

EXECUTIVE COMPENSATION CHANGES

FOR

STOCKHOLDER

FOR

WITH

EXPENSING STOCK OPTIONS

FOR

STOCKHOLDER

FOR

WITH

UNION PACIFIC CORP.

	Ticker Symbol:UNP	Cusip Number: 907818108
	Record Date: 2/6/2004	Meeting Date: 4/16/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

ADOPT 2004 INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY DELOITTE & TOUCHE AS AUDITORS

FOR

ISSUER

FOR

WITH

SENIOR EXEC EQUITY PLANS

FOR

STOCKHOLDER

FOR

WITH

REPORT POLITICAL CONTRIBUTIONS

FOR

STOCKHOLDER

FOR

WITH

VF CORP.

	Ticker Symbol:VFC	Cusip Number: 918204108
	Record Date: 3/8/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

AMEND 1996 COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

RATIFY PRICEWATERHOUSECOOPERS AS AUDITORS

FOR

ISSUER

FOR

WITH

RECLASSIFY BOARD TO ELECT DIRECTORS

FOR

STOCKHOLDER

FOR

WITH

POLICY RE:INTERNATIONAL LABOR STANDARDS

AGAINST

STOCKHOLDER

AGAINST

WITH

WENDYS INTERNATIONAL

	Ticker Symbol:WEN	Cusip Number: 950590109
	Record Date: 3/1/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECTION OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AUDITOR

FOR

ISSUER

FOR

WITH

APPROVE 2003 STOCK INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

WRIGLEY (WM. JR.) COMPANY

	Ticker Symbol:WWY	Cusip Number: 982526105
	Record Date: 1/15/2004	Meeting Date: 3/9/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT 3 DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY AMENDMENT TO 1997 INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY APPOINTMENT OF ERNST & YOUNG AS AUDITORS

FOR

ISSUER

FOR

WITH

* Management Recommended Vote

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.

The MP 63 Fund, Inc.

By /s/Vita Nelson

* Vita Nelson

President

By /s/David Fish

* David Fish

Treasurer

Date: August 30, 2004

*Print the name and title of each signing officer under his or her signature.

MP63 Fund N-PXAnnual report of proxy voting record