Matrix Advisors Value Fund (MAVFX) N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-03758

MATRIX ADVISORS VALUE FUND, INC.

(Exact name of registrant as specified in charter)

747 Third Avenue, 31^st Floor, New York, NY 10017

(Address of principal executive offices) (Zip code)

David A. Katz

747 Third Avenue, 31^st Floor

New York, NY 10017

(Name and address of agent for service)

1(800) 366-6223

Registrant's telephone number, including area code

Date of fiscal year end: June 30

Date of reporting period: June 30, 2006

Item 1. Proxy Voting Record.

Vote Summary Report
Jul 01, 2005 - Jun 30, 2006
MATRIX/LMH VALUE FUND - matrix
Mtg	Company/			Mgmt	Vote	Record		Shares
Date/Type	Ballot Issues		Security	Rec	Cast	Date	Prpnent	Voted
07/15/05 - A	Freddie Mac *FRE*		313400301			05/27/05	29,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
07/21/05 - A	Tidewater Inc. *TDW*		886423102			05/24/05	200,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
	4	Declassify the Board of Directors		Against	Against		ShrHoldr
08/11/05 - A	American International Group, Inc. *AIG*		026874107			06/24/05	166,500
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director M. Aidinoff --- For
	1.2	Elect Director P. Chia --- For
	1.3	Elect Director M. Cohen --- Withhold
	1.4	Elect Director W. Cohen --- For
	1.5	Elect Director M. Feldstein --- For
	1.6	Elect Director E. Futter --- For
	1.7	Elect Director S. Hammerman --- For
	1.8	Elect Director C. Hills --- For
	1.9	Elect Director R. Holbrooke --- For
	1.10	Elect Director D. Kanak --- For
	1.11	Elect Director G. Miles, Jr --- For
	1.12	Elect Director M. Offit --- For
	1.13	Elect Director M. Sullivan --- For
	1.14	Elect Director E. Tse --- For
	1.15	Elect Director F. Zarb --- For
	2	Ratify Auditors		For	For		Mgmt
09/26/05 - A	General Mills, Inc. *GIS*		370334104			07/28/05	90,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Hire Advisor/Maximize Shareholder Value		Against	Against		ShrHoldr
11/09/05 - A	Microsoft Corp. *MSFT*		594918104			09/09/05	315,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
11/14/05 - A	The Interpublic Group of Companies, Inc. *IPG*		460690100			09/20/05	345,000
	1	Elect Directors		For	For		Mgmt
	2	Approve Qualified Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Seek Sale of Company/Assets		Against	Against		ShrHoldr

02/15/06 - A	Lucent Technologies Inc. *LU*		549463107			12/19/05	500,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Reverse Stock Split		For	Against		Mgmt
	4	Publish Political Contributions		Against	Against		ShrHoldr
	5	Restoration of Retiree Benefits		Against	Against		ShrHoldr
	6	Performance- Based/Indexed Options		Against	For		ShrHoldr
	7	Exclude Pension Credit from Calculation of Incentive Compensation		Against	For		ShrHoldr
03/09/06 - A	Tyco International Ltd. *TYC*		902124106			01/09/06	200,000
		Meeting for Holders of ADRs
	1	SET THE MAXIMUM NUMBER OF DIRECTORS AT 12		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Dennis C. Blair --- For
	2.2	Elect Director Edward D. Breen --- For
	2.3	Elect Director Brian Duperreault --- For
	2.4	Elect Director Bruce S. Gordon --- For
	2.5	Elect Director Rajiv L. Gupta --- For
	2.6	Elect Director John A. Krol --- For
	2.7	Elect Director Mackey J. Mcdonald --- Withhold
	2.8	Elect Director H. Carl Mccall --- For
	2.9	Elect Director Brendan R. O'Neill --- For
	2.10	Elect Director Sandra S. Wijnberg --- For
	2.11	Elect Director Jerome B. York --- For
	3	AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
03/10/06 - A	The Walt Disney Company *DIS*		254687106			01/09/06	199,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Company-Specific -- Shareholder Miscellaneous		Against	Against		ShrHoldr
	4	Report on Vendor Standards in China		Against	Against		ShrHoldr
03/31/06 - S	Boston Scientific Corp. *BSX*		101137107			02/22/06	255,000
	1	Increase Authorized Common Stock		For	For		Mgmt
	2	Issue Shares in Connection with an Acquisition		For	For		Mgmt
04/04/06 - A	Morgan Stanley *MS*		617446448			02/03/06	124,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		For	For		Mgmt
	4	Amend Articles/Bylaws/Remove plurality voting for directors		For	For		Mgmt
	5	Amend Articles/Bylaws/Eliminate supermajority voting requirements		For	For		Mgmt
	6	Require a Majority Vote for the Election of Directors		Against	For		ShrHoldr
	7	Amend Vote Requirements to Amend Articles/Bylaws/Charter		Against	For		ShrHoldr
	8	Submit Severance Agreement (Change in Control) to shareholder Vote		Against	For		ShrHoldr
04/11/06 - A	The Bank Of New York Co., Inc. *BK*		064057102			02/21/06	197,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frank J. Biondi --- For
	1.2	Elect Director Nicholas M. Donofrio --- For
	1.3	Elect Director Gerald L. Hassel --- For
	1.4	Elect Director Richard J. Kogan --- For
	1.5	Elect Director Michael J. Kowalski --- For
	1.6	Elect Director John A. Luke, Jr. --- For
	1.7	Elect Director John C. Malone --- Withhold
	1.8	Elect Director Paul Myners --- For
	1.9	Elect Director Catherine A. Rein --- For
	1.10	Elect Director Thomas A. Renyi --- For
	1.11	Elect Director William C. Richardson --- For
	1.12	Elect Director Brian l. Roberts --- For
	1.13	Elect Director Samuel C. Scott, III --- For
	1.14	Elect Director Richard C. Vaughan --- For
	2	Ratify Auditors		For	For		Mgmt
	3	Provide for Cumulative Voting		Against	For		ShrHoldr
	4	Reimbursement of Expenses of Opposition Candidates		Against	Against		ShrHoldr
04/18/06 - A	Citigroup Inc. *C*		172967101			02/24/06	156,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Reduce Supermajority Vote Requirement		For	For		Mgmt
	4	Reduce Supermajority Vote Requirement		For	For		Mgmt
	5	Reduce Supermajority Vote Requirement		For	For		Mgmt
	6	End Issuance of Options and Prohibit Repricing		Against	Against		ShrHoldr
	7	Report on Political Contributions		Against	Against		ShrHoldr
	8	Report on Charitable Contributions		Against	Against		ShrHoldr
	9	Performance-Based Equity Awards		Against	For		ShrHoldr
	10	Reimbursement of Expenses Incurred by Shareholder(s)		Against	Against		ShrHoldr
	11	Separate Chairman and CEO Positions		Against	Against		ShrHoldr
	12	Clawback of Payments Under Restatement		Against	Against		ShrHoldr
04/26/06 - A	Bank of America Corp. *BAC*		060505104			03/03/06	156,484
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Publish Political Contributions		Against	Against		ShrHoldr
	5	Require a Majority Vote for the Election of Directors		Against	For		ShrHoldr
	6	Provide for an Independent Chairman		Against	For		ShrHoldr
	7	Exclude Reference to Sexual Orientation from the Company's EEO Statement		Against	Against		ShrHoldr
04/26/06 - A	Chevron Corporation *CVX*		166764100			03/06/06	48,000
��	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Company-Specific-Reimbursement of Stockholder Proposal		Against	For		ShrHoldr
	4	Report on Environmental Impact of Drilling in Sensitive Areas		Against	Against		ShrHoldr
	5	Report on Political Contributions		Against	Against		ShrHoldr
	6	Adopt an Animal Welfare Policy		Against	Against		ShrHoldr
	7	Adopt a Human Rights Policy		Against	For		ShrHoldr
	8	Report on Remediation Expenses in Ecuador		Against	Against		ShrHoldr
04/26/06 - A	General Electric Co. *GE*		369604103			02/27/06	215,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James I. Cash, Jr. --- For
	1.2	Elect Director Sir William M. Castell --- For
	1.3	Elect Director Ann M. Fudge --- For
	1.4	Elect Director Claudio X. Gonzalez --- Withhold
	1.5	Elect Director Jeffrey R. Immelt --- For
	1.6	Elect Director Andrea Jung --- For
	1.7	Elect Director Alan G. Lafley --- For
	1.8	Elect Director Robert W. Lane --- For
	1.9	Elect Director Ralph S. Larsen --- For
	1.10	Elect Director Rochelle B. Lazarus --- For
	1.11	Elect Director Sam Nunn --- For
	1.12	Elect Director Roger S. Penske --- For
	1.13	Elect Director Robert J. Swieringa --- For
	1.14	Elect Director Douglas A. Warner, III --- For
	1.15	Elect Director Robert C. Wright --- For
	2	Ratify Auditors		For	For		Mgmt
	3	Restore or Provide for Cumulative Voting		Against	Against		ShrHoldr
	4	Adopt Policy on Overboarded Directors		Against	For		ShrHoldr
	5	Company-Specific -- One Director from the Ranks of the Retirees		Against	Against		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	Against		ShrHoldr
	7	Require a Majority Vote for the Election of Directors		Against	Against		ShrHoldr
	8	Report on Environmental Policies		Against	Against		ShrHoldr
04/27/06 - A	Pfizer Inc. *PFE*		717081103			03/01/06	284,896
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Michael S. Brown --- For
	1.2	Elect Director M. Anthony Burns --- For
	1.3	Elect Director Robert N. Burt --- For
	1.4	Elect Director W. Don Cornwell --- For
	1.5	Elect Director William H. Gray, III --- For
	1.6	Elect Director Constance J. Horner --- For
	1.7	Elect Director William R. Howell --- For
	1.8	Elect Director Stanley O. Ikenberry --- For
	1.9	Elect Director George A. Lorch --- Withhold
	1.10	Elect Director Henry A. McKinnell --- For
	1.11	Elect Director Dana G. Mead --- Withhold
	1.12	Elect Director Ruth J. Simmons --- For
	1.13	Elect Director William C. Steere, Jr. --- For
	2	Ratify Auditors		For	For		Mgmt
	3	Reduce Supermajority Vote Requirement		For	For		Mgmt
	4	Establish Term Limits for Directors		Against	Against		ShrHoldr
	5	Social Proposal		Against	Against		ShrHoldr
	6	Restore or Provide for Cumulative Voting		Against	For		ShrHoldr
	7	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	8	Report on Political Contributions		Against	Against		ShrHoldr
	9	Report on Animal Welfare Policy		Against	Against		ShrHoldr
	10	Reort on Animal-based Testing		Against	Against		ShrHoldr
04/27/06 - A	Wyeth *WYE*		983024100			03/03/06	135,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Report on Product Availability in Canada		Against	For		ShrHoldr
	5	Report on Political Contributions		Against	For		ShrHoldr
	6	Report on Animal welfare Policy		Against	For		ShrHoldr
	7	Require a Majority Vote for the Election of Directors		Against	For		ShrHoldr
	8	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	9	Adopt Simple Majority Vote Requirement		Against	For		ShrHoldr
04/28/06 - A	Merrill Lynch & Co., Inc. *MER*		590188108			02/27/06	84,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Restore or Provide for Cumulative Voting		Against	For		ShrHoldr
	4	Compensation- Director Compensation		Against	Against		ShrHoldr
	5	Review Executive Compensation		Against	For		ShrHoldr
05/01/06 - A	Symbol Technologies, Inc. *SBL*		871508107			03/24/06	596,260
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/09/06 - A	Boston Scientific Corp. *BSX*		101137107			03/17/06	255,000
	1	Elect Directors		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Approve Qualified Employee Stock Purchase Plan		For	For		Mgmt
05/09/06 - A	The Gap, Inc. *GPS*		364760108			03/13/06	369,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
05/10/06 - A	First Data Corp. *FDC*		319963104			03/13/06	36,000
	1	Elect Directors		For	For		Mgmt
	2	Elect Director David A. Coulter		For	For		Mgmt
	3	Elect Director Henry C. Duques		For	For		Mgmt
	4	Elect Director Peter B. Ellwood		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
05/11/06 - A	Vishay Intertechnology, Inc. *VSH*		928298108			03/31/06	464,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Change Range for Size of the Board		For	Against		Mgmt
	4	Authorize a New Class of Common Stock		For	Against		Mgmt
	5	Company-Specific -- Develop a Recapitalization Plan		Against	For		ShrHoldr
05/16/06 - A	JPMorgan Chase & Co. *JPM*		46625H100			03/17/06	128,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Put Repricing of Stock Options to Shareholder Vote		Against	Against		ShrHoldr
	4	Performance-Based Equity Awards		Against	For		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Remove Reference to Sexual Orientation from EEO Statement		Against	Against		ShrHoldr
	7	Amend Articles/Bylaws/Charter -- Call Special Meetings		Against	For		ShrHoldr
	8	Report on Lobbying Activities		Against	For		ShrHoldr
	9	Report on Political Contributions		Against	For		ShrHoldr
	10	Approve Terms of Existing Poison Pill		Against	Against		ShrHoldr
	11	Provide for Cumulative Voting		Against	For		ShrHoldr
	12	Claw-back of Payments under Restatements		Against	Against		ShrHoldr
	13	Require Director Nominee Qualifications		Against	Against		ShrHoldr
05/17/06 - A	American International Group, Inc. *AIG*		026874107			03/24/06	100,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
05/17/06 - A	Intel Corp. *INTC*		458140100			03/20/06	281,000
	1	Elect Director Craig R. Barrett		For	For		Mgmt
	2	Elect Director Charlene Barshefsky		For	For		Mgmt
	3	Elect Director E. John P. Browne		For	For		Mgmt
	4	Elect Director D. James Guzy		For	For		Mgmt
	5	Elect Director Reed E. Hundt		For	For		Mgmt
	6	Elect Director Paul S. Otellini		For	For		Mgmt
	7	Elect Director James D. Plummer		For	For		Mgmt
	8	Elect Director David S. Pottruck		For	For		Mgmt
	9	Elect Director Jane E. Shaw		For	For		Mgmt
	10	Elect Director John L. Thornton		For	For		Mgmt
	11	Elect Director David B. Yoffie		For	For		Mgmt
	12	Rescind Fair Price Provision		For	For		Mgmt
	13	Amend Articles/Bylaws/Repeal Supermajority Vote		For	For		Mgmt
	14	Ratify Auditors		For	For		Mgmt
	15	Approve Omnibus Stock Plan		For	For		Mgmt
	16	Approve Qualified Employee Stock Purchase Plan		For	For		Mgmt
05/17/06 - A	Novellus Systems, Inc. *NVLS*		670008101			03/31/06	246,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Performance-Based and/or Time-Based Equity Awards		Against	For		ShrHoldr
05/18/06 - A	Marsh & McLennan Companies, Inc. *MMC*		571748102			03/20/06	202,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Require a Majority Vote for the Election of Directors		Against	For		ShrHoldr
	4	Report on Political Contributions		Against	For		ShrHoldr
05/18/06 - A	Ross Stores, Inc. *ROST*		778296103			03/24/06	185,000
	1	Elect Directors		For	For		Mgmt
	2	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/19/06 - A	Time Warner Inc *TWX*		887317105			03/24/06	410,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Adopt Simple Majority Vote Requirement		Against	For		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	Against		ShrHoldr
	6	Develop a Code Vendor of Conduct		Against	For		ShrHoldr
05/25/06 - A	MedImmune, Inc. *MEDI*		584699102			03/31/06	157,900
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Wayne T. Hockmeyer --- For
	1.2	Elect Director David M. Mott --- For
	1.3	Elect Director David Baltimore --- For
	1.4	Elect Director M. James Barrett --- Withhold
	1.5	Elect Director James H. Cavanaugh --- For
	1.6	Elect Director Barbara Hackman Franklin --- For
	1.7	Elect Director Gordon S. Macklin --- For
	1.8	Elect Director George M. Milne, Jr. --- For
	1.9	Elect Director Elizabeth H.S. Wyatt --- For
	2	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/25/06 - A	The Interpublic Group of Companies, Inc. *IPG*		460690100			04/03/06	191,885
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Separate Chairman and CEO Positions		Against	Against		ShrHoldr
	5	Claw-back of Payments under Restatements		Against	Against		ShrHoldr
06/02/06 - A	Wal-Mart Stores, Inc. *WMT*		931142103			04/05/06	145,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Animal Welfare Standards		Against	Against		ShrHoldr
	4	Report on Political Contributions		Against	For		ShrHoldr
	5	Require a Majority Vote for the Election of Directors		Against	For		ShrHoldr
	6	Prepare a Sustainability Report		Against	For		ShrHoldr
	7	Report on Pay Disparity		Against	Against		ShrHoldr
	8	Report on Stock Option Distribution by Race and Gender		Against	For		ShrHoldr
06/08/06 - A	American Power Conversion Corp. *APCC*		029066107			04/13/06	260,000
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Amend Qualified Employee Stock Purchase Plan		For	For		Mgmt

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) Matrix Advisors Value Fund, Inc.                           

By (Signature and Title)* /s/ David A. Katz                               

David A. Katz, President

Date   8/15/06                                                                                    

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