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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number			811-3896

FPA Perennial Fund, Inc.
(Exact name of registrant as specified in charter)

		11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA			90064
		(Address of principal executive offices)			(Zip code)

J. Richard Atwood, Treasurer

FPA Perennial Fund, Inc.

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064
(Name and address of agent for service)

Registrant’s telephone number, including area code:				310-473-0225

Date of fiscal year end:	12/31/05

Date of reporting period:	6/30/05

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.

FPA Perennial Fund, Inc. Proxy Voting

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

North Fork Bancorporation, Inc.

NFB

659424105

8/31/2004

1. To adopt the agreement and plan of merger, dated as of February 15, 2004, by and between North Fork Bancorporation, Inc. and Greenpoint Financial Corp.

Issuer

For

Black Box Corporation

BBOX

091826107

8/10/2004

1. Election of Directors

Issuer

For

2. Approval of an amendment to the 1992 company stock option plan to increase the number of shares authorized under the plan and to limit the number of shares with respect to options or rights that may be awarded to any one person in any given year

Issuer

For

3. Approval of an amendment to the 1992 director stock option plan to increase the number of shares authorized under the plan

Issuer

For

4. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending for March 31, 2005

Issuer

For

Kemet Corporation

KEM

488360108

7/21/2004

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as independent public accountants for the fiscal year ending March 31, 2005

Issuer

For

3. Approval of Kemet Corporation’s 2004 long-term equity incentive plan

Issuer

For

Plantronics, Inc.

PLT

727493108

7/21/2004

1. Election of Directors

Issuer

For

2. To approve the amendment and restatement of the 2003 stock plan, which includes an increase of one million shares of common stock issuable thereunder

Issuer

For

3. To approve the amendment to the 2003 stock plan to allow a portion of the shares reserve to be used for awards of restricted stock, restricted stock units and capped stock appreciation rights

Issuer

For

4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent accountants of the company for fiscal 2005

Issuer

For

National Commerce Financial Corp.

NCF

63545P104

9/15/2004

1. To approve the agreement and plan of merger, dated as of May 7, 2004, by and between Suntrust Banks, Inc. and National Commerce Financial Corporation (“Merger Agreement”), as described in the joint proxy statement-prospectus and the merger agreement

Issuer

For

2. To adjourn or postpone the NCF special meeting, if necessary, for the purpose of soliciting additional proxies

Issuer

For

Scansource, Inc.

SCSC

806037107

12/2/2004

1. Election of Directors

Issuer

For

2. Approval to amend the company’s amended and restated articles of incorporation to increase the number of authorized shares of common stock of the company from 25,000,000 to 45,000,000 shares

Issuer

For

3.Ratification of the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending June 30, 2005

Issuer

For

Advanced Fibre Communications, Inc.

AFCI

00754A105

11/30/2004

1. The adoption of the agreement and plan of merger, dated as of May 19, 2004, as amended and restated as of September 7, 2004, among Tellabs, Inc., Chardonnay Merger Corp, and Advanced Fibre Communications, Inc. A copy of the agreement is included as Annex A to the proxy statement/prospectus accompanying this proxy card and is summarized therein.

Issuer

For

Charles River Laboratories International, Inc.

CRL

159864107

10/20/2004

1. Approve the issuance of shares of Charles River’s common stock in connection with the transaction contemplated by the agreement and plan of merger, dated as of June 30, 2004, as amended, among Charles River, Inveresk Research Group, Inc., Indigo Merger I Corp., and Indigo Merger II LLC (the successor to Indigo Merger II Corp.).

Issuer

For

2. Approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of proposal 1.

Issuer

For

Ocular Sciences, Inc.

OCLR

675744106

11/16/2004

1. Approve and adopt the agreement and plan of merger by and among The Cooper Companies, Inc., TCC Acquisition Corp., a wholly owned subsidiary of Cooper, and Ocular Sciences, Inc., and approve the merger of Ocular with and into TCC Acquisition, with TCC Acquisition surviving the merger as a wholly owned subsidiary of Cooper.

Issuer

For

Inveresk Research Group, Inc.

IRGI

461238107

10/20/2004

1. Adopt the agreement and plan of merger, dated as of June 30, 2004, as amended, by and among Charles River Laboratories International, Inc., Indigo Merger I Corp., Indigo Merger II LLC and the company, attached to the proxy statement as Appendix A, and approve the transaction contemplated by the agreement and plan of merger.

Issuer

For

2. Approve the adjournment or postponement of the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement referred to in Item 1.

Issuer

For

Landauer, Inc.

LDR

51476K103

2/3/2005

1. Election of Directors

Issuer

For

2. Approval of PricewaterhouseCoopers LLP as auditors

Issuer

For

3. Approval of the Landauer, Inc. 2005 long-term incentive plan

Issuer

For

Oshkosh Truck Corporation

OSK

688239201

2/1/2005

1. Election of Directors

Issuer

For

2. Approval of an amendment to the restated articles of incorporation to increase the number of authorized shares of common stock and Class A common stock

Issuer

For

Health Management Associates, Inc.

HMA

421933102

2/15/2005

1. Election of Directors

Issuer

For

2. Proposal to limit the number of options that may be granted to any individual without stockholder approval.

Shareholder

Against

For

3. Proposal to adopt a policy to limit the amount that the company may charge uninsured patients for health care services.

Shareholder

Against

For

IDEX Corporation

IEX

45167R104

3/22/2005

1. Election of Directors

Issuer

For

2. Approval of amendment to company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000.

Issuer

For

3. Approval of the company’s incentive award plan.

Issuer

For

4. Approval of Deloitte & Touche LLP as auditors of the company

Issuer

For

Lincare Holdings, Inc.

LNCR

532791100

5/9/2005

1. Election of Directors

Issuer

For

Heartland Express, Inc.

HTLD

422347104

5/12/2005

1. Election of Directors

Issuer

For

Office Depot, Inc.

ODP

676220106

5/13/2005

1. Election of Directors

Issuer

For

2. To ratify audit committee’s appointment of Deloitte & Touche LLP as independent accountants for the term described in the proxy statement.

Issuer

For

3. To consider a proposal from a shareholder recommending: (1) that the board amend the bylaws to provide that no corporate officer shall receive annual compensation in excess of the limits established by the Internal Revenue Code for deductibility of employee remuneration and certain other matters, all as more fully described in the proxy statement.

Shareholder

Against

For

4. To consider a proposal from a shareholder recommending that the board of dierctors amend the governance documents (certificate of incorporation or bylaws) of the company to provide that director nominees shall be elected by the affirmative vote of the majority of the votes cast at an annual meeting of shareholders.

Shareholder

Against

For

CDW Corporation

CDWC

12512N105

5/11/2005

1. Election of Directors

Issuer

For

2. Ratification of the audit committee’s selection of Pricewaterhousecoopers LLP as the independent registered public acounting firm.

Issuer

For

3. Reapprove the performance criteria under the CDW senior management incentive plan so that awards under the plan will continue to receive favorable tax treatment under section 162(M) of the Internal Revenue Code.

Issuer

For

Cal Dive International, Inc.

CDIS

127914109

5/10/2005

1. Election of Directors

Issuer

For

2. To amend the company’s 1997 amended and restated articles of incorporation and amended and restated by-laws concerning the Minnesota Business Combinations Act.

Issuer

For

3. To approve the 2005 amended and restated articles of incorporation.

Issuer

For

4. To approve the Cal Dive International, Inc. 2005 long term incentive plan.

Issuer

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/3/2005

1. Election of Directors

Issuer

For

2. Ratification of Ernst & Young LLP as independent auditors.

Issuer

For

3. Approval to amend and restate the 2003 employee stock option plan to the 2003 incentive plan.

Issuer

For

4. Approval to amend and restate the 2003 director stock option plan.

Issuer

For

5. Approval to amend the company’s amended and restated articles of incorporation.

Issuer

For

Charles River Laboratories International, Inc.

CRL

159864107

5/9/2005

1. Election of Directors

Issuer

For

2. Proposal to approve amendments to the company’s 2000 incentive plan to increase the number of shares of common stock available for issuance thereunder from 6,289,000 to 9,889,000 and to provide that shares related to cancelled awards be returned to the plan following such cancellation and be available for future grants.

Issuer

For

3. Ratify the appointment of Pricewaterhousecoopers LLP as the company’s independent public auditors for the fiscal year ending December 31, 2005.

Issuer

For

Sandisk Corporation

SNDK

80004C101

5/27/2005

1. Election of Directors

Issuer

For

2. To approve the implementation of the Sandisk Corporation 2005 stock incentive plan.

Issuer

For

3. To approve the implementation of the Sandisk Corporation 2005 employee stock purchase plan and the Sandisk Corporation 2005 international employee stock purchase plan, which will share a common share reserve of the company’s common stock.

Issuer

For

4. To ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 1, 2006.

Issuer

For

Brown & Brown, Inc.

BRO

115236101

4/21/2005

1. Election of Directors

Issuer

For

2. Amendment to stock performance plan.

Issuer

For

Crane Co.

224399105

4/25/2005

1. Election of Directors

Issuer

For

2. Approval of Deloitte & Touche LLP as independent auditors for the company for 2005.

Issuer

For

Cognex Corporation

CGNX

192422103

4/21/2005

1. Election of Directors

Issuer

For

Graco Inc.

GGG

384109104

4/22/2005

1. Election of Directors

Issuer

For

2. Ratification of appointment of Deloitte & Touche LLP as independent auditors.

Issuer

For

Invitrogen Corporation

IVGN

46185R100

4/20/2005

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for fiscal year 2005.

Issuer

For

Diebold, Incorporated

DBD

253651103

4/28/2005

1. Election of Directors

Issuer

For

2. To ratify the appointment of KPMG LLP as independent auditors for the year 2005.

Issuer

For

3. To vote upon the approval of the corporation’s annual cash bonus plan.

Issuer

For

Engelhard Corporation

292845104

5/5/2005

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm.

Issuer

For

North Fork Bancorporation, Inc.

NFB

659424105

5/3/2005

1. Election of Directors

Issuer

For

2. Amendment of certificate of incorporation to increase authorized shares of common stock from 500 million shares to 1 billion shares.

Issuer

For

3. Ratification of KPMG LLP as company’s independent auditor for fiscal year 2005.

Issuer

For

Manpower Inc.

MAN

56418H100

4/26/2005

1. Election of Directors

Issuer

For

2. Approval of increase in the number of shares authorized for issuance under the Manpower 1990 employee stock purchase plan.

Issuer

For

3. Approval of amendments to the 2003 equity incentive plan of Manpower Inc. to add performance-based equity incentive awards and to make related changes.

Issuer

For

HNI Corporation

HNI

404251100

5/3/2005

1. Election of Directors

Issuer

For

2. Re-approval of the performance measures under the HNI Corporation executive bonus plan.

Issuer

For

3. Approval of the HNI Corporation long-term performance plan.

Issuer

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/26/2005

1. Election of Directors

Issuer

For

2. Ratify the selection of Deloitte & Touche LLP to serve as the company’s independent auditors.

Issuer

For

3. Amend the amended and restated 1988 employee stock purchase plan to increase the number of shares authorized for sale thereunder by 500,000.

Issuer

For

Noble Corporation

G65422100

4/28/2005

1. Election of Directors

Issuer

For

2. Approval of adoption of special resolution of members to amend articles of association to increase director retirement age.

Issuer

For

3. Approval of the proposal regarding the amended and restated Noble Corporation 1992 nonqualified stock option plan for non-employee directors.

Issuer

For

4. Approval of the proposal to amend the Noble Corporation equity compensation plan for non-employee directors.

Issuer

For

5. Approval of the appointment of independent auditors for 2005.

Issuer

For

Knight Transportation, Inc.

KNX

499064103

5/26/2005

1. Election of Directors

Issuer

For

2. Amend the company’s 2003 stock option plan to increase the number of shares of common stock reserved and available for issuance thereunder from 1,500,000 to 4,000,000.

Issuer

For

3. Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2005.

Issuer

For

Zebra Technologies Corporation

ZBRA

989207105

5/17/2005

1. Election of Directors

Issuer

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

For

The First American Corporation

FAF

318522307

5/18/2005

1. Election of Directors

Issuer

For

Arthur J. Gallagher & Co.

AJG

363576109

5/17/2005

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for 2005.

Issuer

For

3. Approval of the Arthur J. Gallagher & Co. senior management incentive plan.

Issuer

For

4. Approval of the Arthur J. Gallagher & Co. 2005 long-term incentive plan.

Issuer

For

CEC Entertainment, Inc.

CEC

125137109

5/19/2005

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm.

Issuer

For

3. Approve the adoption of the non-employee directors restricted stock plan.

Issuer

For

Renal Care Group, Inc.

RCI

759930100

6/8/2005

1. Election of Directors

Issuer

For

2. Amend the Renal Care Group, Inc. amended and restated employee stock purchase plan, which is referred to as the employee stock purchase plan, to increase the number of shares available under the employee stock purchase plan.

Issuer

For

Carmax, Inc.

KMX

143130102

6/21/2005

1. Election of Directors

Issuer

For

2. Ratification of the selection of KPMG LLP as independent auditors.

Issuer

For

3. Approval of an amendment to the Carmax, Inc. amended and restated 2002 stock incentive plan.

Issuer

For

4. Approval of an amendment to the Carmax, Inc. amended and restated 2002 non-employee directors stock incentive plan.

Issuer

For

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)		FPA Perennial Fund Inc.

By (Signature and Title)*			/s/ J. Richard Atwood, Treasurer

Date	7/29/05

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

Fpa U.s. Value Fund N-PXAnnual report of proxy voting record

FPA Perennial Fund, Inc. Proxy Voting