Sound Shore 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 of 1940 file number: 811-4244

Sound Shore Fund, Inc.

(Exact name of registrant as specified in charter)

100 Summer Street, Suite 1500

Boston, MA 02110

(Address of principal executive offices) (Zip code)

With copy to:

T. Gibbs Kane, Jr. 8 Sound Shore Drive, Suite 180 Greenwich, CT 06830 David Faherty Citi Fund Services Ohio, Inc. 100 Summer Street, Suite 1500 Boston, MA 02110

(Name and address of agent for service)

Registrant’s telephone number, including area code: (617) 824-1200

Date of fiscal year end: December 31

Date of reporting period: July 1, 2007 to June 30, 2008

PROXY VOTING RECORD FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	with / against Management
AES Corporation	AES	00130H105	04/24/08	4,382,400	1. Election of Directors	Routine	Management	04/10/08	FOR	WITH
AES Corporation	AES	00130H105	04/24/08	4,382,400	2. Reapproval of the Company’s 2003 Long- Term Compensation Plan, as Amended	Non-Routine	Management	04/10/08	FOR	WITH
AES Corporation	AES	00130H105	04/24/08	4,382,400	3. Ratify Appointment of Ernst & Young LLP as Auditors	Routine	Management	04/10/08	FOR	WITH
Aon Corporation	AOC	037389103	05/16/08	1,455,700	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Aon Corporation	AOC	037389103	05/16/08	1,455,700	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/30/08	FOR	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	1a-1p. Election of Directors	Routine	Management	04/22/08	FOR	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/22/08	FOR	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	3. Proposal Regarding Stock Options	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	4. Proposal Regarding Advisory Vote on Executive Compensation	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	5. Proposal Regarding Determination of CEO Compensation	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	6. Proposal Regarding Cumulative Voting	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	7. Proposal Regarding Independent Board Chairman	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	8. Proposal Regarding Special Shareholder Meetings	Non-Routine	Shareholder	04/22/08	FOR	AGAINST
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	9. Proposal Regarding Equator Principles	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/23/08	1,577,200	10. Proposal Regarding Human Rights	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Barr Pharmaceuticals Inc.	BRL	068306109	05/15/08	1,576,900	1. Election of Directors	Routine	Management	05/02/08	FOR	WITH
Barr Pharmaceuticals Inc.	BRL	068306109	05/15/08	1,576,900	2. Ratify Selection of Deloitte & Touche as Independent Auditor	Routine	Management	05/02/08	FOR	WITH
Barr Pharmaceuticals Inc.	BRL	068306109	05/15/08	1,576,900	3. Proposal to Amend the Company’s Certificate of Incorporation to Delete the Plurality Voting Standard for the Election of Directors	Non-Routine	Management	05/02/08	FOR	WITH

Barrick Gold Corporation	ABX	067901108	05/06/08	789,600	1. Election of Directors	Routine	Management	04/22/08	FOR	WITH
Barrick Gold Corporation	ABX	067901108	05/06/08	789,600	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/22/08	FOR	WITH
Barrick Gold Corporation	ABX	067901108	05/06/08	789,600	3. Proposal Regarding Repeal and Replacement of By-Law No. 1	Non-Routine	Management	04/22/08	FOR	WITH
Barrick Gold Corporation	ABX	067901108	05/06/08	789,600	4. Proposal Regarding Water Management	Non-Routine	Shareholder	04/22/08	AGAINST	WITH
Baxter International	BAX	071813109	05/06/08	528,100	1. Election of Directors	Routine	Management	04/22/08	FOR	WITH
Baxter International	BAX	071813109	05/06/08	528,100	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/22/08	FOR	WITH
Boston Scientific Corporation	BSX	101137107	05/06/08	6,009,100	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Boston Scientific Corporation	BSX	101137107	05/06/08	6,009,100	2. Approve an Amendment and Restatement of our 2003 Long-Term Incentive Plan	Non-Routine	Management	04/30/08	FOR	WITH
Boston Scientific Corporation	BSX	101137107	05/06/08	6,009,100	3. Ratify Appointment of Ernst & Young LLP as Auditors	Routine	Management	04/30/08	FOR	WITH
Boston Scientific Corporation	BSX	101137107	05/06/08	6,009,100	4. Other Business	Non-Routine	Management	04/30/08	AGAINST	AGAINST
CIGNA Corporation	CI	125509109	04/23/08	1,639,000	1. Election of Directors	Routine	Management	04/10/08	FOR	WITH
CIGNA Corporation	CI	125509109	04/23/08	1,639,000	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/10/08	FOR	WITH
CIGNA Corporation	CI	125509109	04/23/08	1,639,000	3. Approve the Amendment of Article Fourth of the Company’s Restated Certificate of Incorporation	Non-Routine	Management	04/10/08	FOR	WITH
CIGNA Corporation	CI	125509109	04/23/08	1,639,000	4. Approve the Amendment of Article Fifth of the Company’s Restated Certificate of Incorporation	Non-Routine	Management	04/10/08	FOR	WITH
CIGNA Corporation	CI	125509109	04/23/08	1,639,000	5. Approve the Amendment of Article Tenth of the Company’s Restated Certificate of Incorporation	Non-Routine	Management	04/10/08	FOR	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	1. Election of Directors	Routine	Management	05/09/08	FOR	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	2. Ratify Selection of Deloitte & Touche as Independent Auditor	Routine	Management	05/09/08	FOR	WITH

Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	3. Approval of the Company’s 2002 Restricted Stock Plan, as Amended and Restated	Non-Routine	Management	05/09/08	FOR	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	4. Approval of the Company’s 2003 Stock Option Plan, as Amended and Restated	Non-Routine	Management	05/09/08	FOR	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	5. Adopt a Recapitaliazation Plan	Non-Routine	Shareholder	05/09/08	FOR	AGAINST
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	6. Identify All Executive Officers Who Earn in Excess of $500,000	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	7. Nominate Two Directors for Every Open Directorship	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	8. Require a Pay Differential Report	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	9. Provide Cumulative Voting for Class A Shareholders in the Election of Directors	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	10. Adopt Principles for Comprehensive Health Care Reform	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Comcast Corporation Class A	CMCSA	20030N101	05/14/08	3,881,400	11. Adopt an Annual Vote on Executive Compensation	Non-Routine	Shareholder	05/09/08	AGAINST	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	1. Presentation and Approval of the Annual Report, the Parent Company’s 2007 Financial Statements and the Group’s 2007 Consolidated Financial Statements	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	2. Discharge of the Acts of the Members of the Board of Directors and Executive Board	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	3. Capital Reduction Owing to Completion of the Share Buy Back Program	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	4. Resolution on the Appropriation of Retained Earnings	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	5.1 Amendment of Corporate Name (legal form)	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	5.2 Deletion of Provisions Concerning Contribuitons in Kind	Non-Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	6.1.1-6.1.6 Election of Directors	Routine	Management	04/15/08	FOR	WITH

Credit Suisse Group	CS	225401108	04/25/08	1,591,800	6.2 Election of Parent Company’s Independent Auditor (KPMG) and the Group’s Independent Auditors	Routine	Management	04/15/08	FOR	WITH
Credit Suisse Group	CS	225401108	04/25/08	1,591,800	6.3 Election of Special Auditors	Non-Routine	Management	04/15/08	FOR	WITH
Cytec Industries	CYT	232820100	04/17/08	332,700	1. Election of Directors	Routine	Management	04/07/08	FOR	WITH
Cytec Industries	CYT	232820100	04/17/08	332,700	2. Ratify Appointment of KPMG as Independent Auditor	Routine	Management	04/07/08	FOR	WITH
Cytec Industries	CYT	232820100	04/17/08	332,700	3. Approval of the Amended and Restated 1993 Stock Award and Incentive Plan	Non-Routine	Management	04/07/08	FOR	WITH
El Paso Corporation	EP	28336L109	05/14/08	4,846,100	1.A-1N. Election of Directors	Routine	Management	04/22/08	FOR	WITH
El Paso Corporation	EP	28336L109	05/14/08	4,846,100	2. Ratify Appointment of Ernst & Young LLP as Auditors	Routine	Management	04/22/08	FOR	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	A1-A16. Election of Directors	Routine	Management	04/07/08	FOR	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	B. Ratify Appointment of KPMG as Independent Auditor	Routine	Management	04/07/08	FOR	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	1. Cumulative Voting	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	2. Separate the Roles of CEO and Chairman	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	3. Recoup Unearned Management Bonuses	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	4. Curb Over-Extended Directors	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	5. Report on Charitable Contributions	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	6. Global Warming Report	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
General Electric Company	GE	369604103	04/23/08	2,704,300	7. Advisory Vote on Executive Compensation	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
Goodyear Tire & Rubber Co	GT	382550101	04/08/08	984,100	1a. Election of Directors - James A. Firestone, W. Alan McCollough	Routine	Management	04/04/08	FOR	WITH
Goodyear Tire & Rubber Co	GT	382550101	04/08/08	984,100	1b. Election of Directors - J. C. Boland, R. J. Keegan, S. A. Minter, D. M. Morrison, R. O’Neal, S. D. Peterson, G. Craig Sulllivan, T.H.Weidemeyer, M. R. Wessel	Routine	Management	04/04/08	AGAINST	AGAINST
Goodyear Tire & Rubber Co	GT	382550101	04/08/08	984,100	2. Proposal to Approve the Adoption of the Goodyear 2008 Performance Plan	Non-Routine	Management	04/04/08	FOR	WITH
Goodyear Tire & Rubber Co	GT	382550101	04/08/08	984,100	3. Proposal to Approve the Adoption of the Goodyear Management Incentive Plan	Non-Routine	Management	04/04/08	FOR	WITH

Goodyear Tire & Rubber Co	GT	382550101	04/08/08	984,100	4. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/04/08	FOR	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	1. Election of Directors	Routine	Management	05/12/08	FOR	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	2. Ratify Appointment of KPMG as Independent Auditor	Routine	Management	05/12/08	FOR	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	3. Proposal to Reapprove Material Terms of Performance Goals Under the 1993 Stock and Incentive Plan	Non-Routine	Management	05/12/08	FOR	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	4. Proposal on Human Rights Policy	Non-Routine	Shareholder	05/12/08	AGAINST	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	5. Proposal on Political Contributions	Non-Routine	Shareholder	05/12/08	AGAINST	WITH
Halliburton Company	HAL	406216101	05/21/08	652,000	6. Proposal on Human Rights Board Committee	Non-Routine	Shareholder	05/12/08	AGAINST	WITH
Hewlett-Packard Company	HPQ	428236103	03/19/08	1,142,100	1. Election of Directors	Routine	Management	03/04/08	FOR	WITH
Hewlett-Packard Company	HPQ	428236103	03/19/08	1,142,100	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	03/04/08	FOR	WITH
Interpublic Group of Cos. Inc.	IPG	460690100	05/22/08	7,774,100	1. Election of Directors	Routine	Management	05/21/08	FOR	WITH
Interpublic Group of Cos. Inc.	IPG	460690100	05/22/08	7,774,100	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	05/21/08	FOR	WITH
Interpublic Group of Cos. Inc.	IPG	460690100	05/22/08	7,774,100	3. Proposal On Special Shareholder Meetings	Non-Routine	Shareholder	05/21/08	AGAINST	WITH
Interpublic Group of Cos. Inc.	IPG	460690100	05/22/08	7,774,100	4. Proposal On an Advisory Vote On Executive Compensation	Non-Routine	Shareholder	05/21/08	AGAINST	WITH
Invesco Ltd	IVZ	G491BT108	05/14/08	2,655,200	1. Election of Directors	Routine	Management	05/09/08	FOR	WITH
Invesco Ltd	IVZ	G491BT108	05/14/08	2,655,200	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/09/08	FOR	WITH
Invesco Ltd	IVZ	G491BT108	05/14/08	2,655,200	3. To Approve the Company’s 2008 Global Equity Incentive Plan	Non-Routine	Management	05/09/08	FOR	WITH
Invesco Ltd	IVZ	G491BT108	05/14/08	2,655,200	4. To Approve the Company’s Executive Incentive Bonus Plan	Non-Routine	Management	05/09/08	FOR	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	1. Election of Directors	Routine	Management	04/07/08	FOR	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	2. To Appoint Deloitte & Touche as Independent Auditor	Routine	Management	04/07/08	FOR	WITH

Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	3. To Approve a Proposal to Amend the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions	Non-Routine	Management	04/07/08	FOR	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	4. Proposal Regarding Qualifications for Director Nominees	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	5. Proposal Regarding Adoption of Global Human Rights Standards Based on International Labor Conventions	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	6. Proposal Regarding Special Shareholder Meetings	Non-Routine	Shareholder	04/07/08	FOR	AGAINST
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	7. Proposal Regarding Cumulative Voting	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
Kimberly-Clark Corporation	KMB	494368103	04/17/08	883,500	8. Proposal Regarding Amendment of Bylaws to Establish a Board Committee on Sustainability	Non-Routine	Shareholder	04/07/08	AGAINST	WITH
Kinetic Concepts, Inc.	KCI	49460W208	05/20/08	1,110,000	1. Election of Directors	Routine	Management	05/06/08	FOR	WITH
Kinetic Concepts, Inc.	KCI	49460W208	05/20/08	1,110,000	2. To Approve a New 2008 Omnibus Stock Incentive Plan	Non-Routine	Management	05/06/08	FOR	WITH
Kinetic Concepts, Inc.	KCI	49460W208	05/20/08	1,110,000	3. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/06/08	FOR	WITH
Marsh & McLennan Cos, Inc.	MMC	571748102	05/15/08	2,004,500	1. Election of Directors	Routine	Management	05/07/08	FOR	WITH
Marsh & McLennan Cos, Inc.	MMC	571748102	05/15/08	2,004,500	2. Ratify Selection of Deloitte & Touche as Independent Auditor	Routine	Management	05/07/08	FOR	WITH
Marsh & McLennan Cos, Inc.	MMC	571748102	05/15/08	2,004,500	3. Proposal to Amend MMC’s Restated Certificate of Incorporation to Eliminate Classified Board Structure	Non-Routine	Management	05/07/08	FOR	WITH
Marsh & McLennan Cos, Inc.	MMC	571748102	05/15/08	2,004,500	4. Proposal Regarding Political Contributions	Non-Routine	Shareholder	05/07/08	AGAINST	WITH
Newmont Mining Corporation	NEM	651639106	04/23/08	530,700	1. Election of Directors	Routine	Management	04/01/08	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/23/08	530,700	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/01/08	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/23/08	530,700	3. Proposal to Approve Majority Voting for the Election of Directors ina Non-Contested Election.	Non-Routine	Shareholder	04/01/08	FOR	AGAINST
Newmont Mining Corporation	NEM	651639106	04/23/08	530,700	4. Proposal Regarding Independent Board Chairman	Non-Routine	Shareholder	04/01/08	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/24/08	3,605,000	1. Election of Directors	Routine	Management	04/10/08	FOR	WITH

Pfizer Inc.	PFE	717081103	04/24/08	3,605,000	2. Ratify Appointment of KPMG as Independent Auditor	Routine	Management	04/10/08	FOR	WITH
Pfizer Inc.	PFE	717081103	04/24/08	3,605,000	3. Proposal Regarding Stock Options	Non-Routine	Shareholder	04/10/08	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/24/08	3,605,000	4. Proposal Requesting Separation of Chairman and CEO Roles	Non-Routine	Shareholder	04/10/08	AGAINST	WITH
Pioneer Natural Resources Co.	PXD	723787107	05/16/08	1,683,900	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Pioneer Natural Resources Co.	PXD	723787107	05/16/08	1,683,900	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/30/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	1. Adoption of Annual Report & Accounts	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	2. Approval of Remuneration Report	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	3. Election of Dr. Josef Ackermann as a Director of the Company	Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	4. Re-Election of Sir Peter Job as a Director of the Company	Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	5. Re-Election of Lawrence Ricciardi as a Director of the Company	Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	6. Re-Election of Peter Voser as a Director of the Company	Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	7. Re-Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	8. Remuneration of Auditors	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	9. Authority to Allot Shares	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	10. Disapplication of Pre-Emption Rights	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	11. Authority to Purchase Own Shares	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	12. Authority for Certain Donations and Expenditure	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	13. Amendments to Long-Term Incentive Plan	Non-Routine	Management	05/07/08	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	14. Amendments to Restricted Share Plan	Non-Routine	Management	05/07/08	ABSTAIN	AGAINST
Royal Dutch Shell PLC ADR	RDSA	780259206	05/20/08	873,500	15. Adoption of New Articles of Association	Non-Routine	Management	05/07/08	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/21/08	5,103,500	1. Election of Directors	Routine	Management	05/12/08	FOR	WITH

Southwest Airlines Company	LUV	844741108	05/21/08	5,103,500	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/12/08	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/21/08	5,103,500	3. Directors to be Elected by Majority Vote	Non-Routine	Shareholder	05/12/08	FOR	AGAINST
Southwest Airlines Company	LUV	844741108	05/21/08	5,103,500	4. Independent Compensation Committee	Non-Routine	Shareholder	05/12/08	AGAINST	WITH
Southwest Airlines Company	LUV	844741108	05/21/08	5,103,500	5. Sustainability Reporting	Non-Routine	Shareholder	05/12/08	AGAINST	WITH
Spectra Energy Corporation	SE	847560109	05/08/08	2,944,900	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Spectra Energy Corporation	SE	847560109	05/08/08	2,944,900	2. Approval of Long-Term Incentive Plan	Non-Routine	Management	04/30/08	FOR	WITH
Spectra Energy Corporation	SE	847560109	05/08/08	2,944,900	3. Approval of Short-Term Incentive Plan	Non-Routine	Management	04/30/08	FOR	WITH
Spectra Energy Corporation	SE	847560109	05/08/08	2,944,900	4. Ratify Selection of Deloitte & Touche as Independent Auditor	Routine	Management	04/30/08	FOR	WITH
Texas Instruments	TXN	882508104	04/17/08	2,337,300	1. Election of Directors	Routine	Management	04/01/08	FOR	WITH
Texas Instruments	TXN	882508104	04/17/08	2,337,300	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/01/08	FOR	WITH
Texas Instruments	TXN	882508104	04/17/08	2,337,300	3. Proposal Regarding Qualifications for Director Nominees.	Non-Routine	Shareholder	04/01/08	AGAINST	WITH
The Walt Disney Company	DIS	254687106	03/06/08	3,081,500	1a. - 1l. Election of Directors	Routine	Management	03/05/08	FOR	WITH
The Walt Disney Company	DIS	254687106	03/06/08	3,081,500	1f. Steven P. Jobs	Routine	Management	03/05/08	AGAINST	AGAINST
The Walt Disney Company	DIS	254687106	03/06/08	3,081,500	2. Ratify Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	03/05/08	FOR	WITH
The Walt Disney Company	DIS	254687106	03/06/08	3,081,500	3. Approval of an Amendment to the Company’s Amended and Restated 2005 Stock Incentive Plan	Non-Routine	Management	03/05/08	FOR	WITH
The Walt Disney Company	DIS	254687106	03/06/08	3,081,500	4. Approval of Terms of the Company’s Amended and Restated 2002 Executive Performance Plan	Non-Routine	Management	03/05/08	FOR	WITH
Time Warner, Inc.	TWX	887317105	05/16/08	5,087,100	1. Election of Directors	Routine	Management	05/06/08	FOR	WITH
Time Warner, Inc.	TWX	887317105	05/16/08	5,087,100	2. Proposal to Amend the Company’s Restated Certificate of Incorporation to Eliminate the Remaining Super-Majority Vote Requirements	Non-Routine	Management	05/06/08	FOR	WITH

Time Warner, Inc.	TWX	887317105	05/16/08	5,087,100	3. Proposal to Approve the Amended and Restated Time Warner Inc. Annual Bonus Plan for Executive Officers	Non-Routine	Management	05/06/08	FOR	WITH
Time Warner, Inc.	TWX	887317105	05/16/08	5,087,100	4. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/06/08	FOR	WITH
Time Warner, Inc.	TWX	887317105	05/16/08	5,087,100	5. Proposal Regarding Separation of Roles of Chairman and CEO	Non-Routine	Shareholder	05/06/08	AGAINST	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	2. To Adopt the Annual Accounts and Appropriation of the Profit for the 2007 Financial Year	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	3. To Discharge the Executive Directors in Office in the 2007 Financial Year for the Fulfillment of Their Task	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	4. To Discharge the Non-Executive Directors in Office in the 2007 Financial Year for the Fulfillment of Their Task	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	5. To Re-appoint Mr. P.J. Ceseau as an Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	6. To Appoint Mr. J.A. Lawrence as an Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	7. To Increase GSIP Award and Bonus Limits for Mr. J.A. Lawrence	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	8. To Re-appoint Professer G. Berger as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	9. To Re-appoint the Rt Hon The Lord Brittan of Spennithome QC, DL as Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	10. To Re-appoint Professor W. Dik as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	11. To Re-appoint Mr. C.E. Golden as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	12. To Re-appoint Dr. B.E. Grote as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	13. To Re-appoint Mr. N. Murthy as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	14. To Re-appoint Ms. H. Nyasulu as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	15. To Re-appoint The Lord Simon of Highbury CBE as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	16. To Re-appoint Mr. K.J. Storm as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	17. To Re-appoint Mr. M. Treschow as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	18. To Re-appoint Mr. J. van der Veer as a Non-Executive Director	Routine	Management	04/30/08	FOR	WITH

Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	19. To Appoint PricewaterhouseCoopers Accountants N.V. as Auditors of the Company	Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	20. To Approve the Proposal to Change the Reporting Language	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	21. To Designate the Board of Directors as the Company Body Authorized to Issue Shares in the Company	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	22. To Authorize the Board of Directors to Purchase Shares and Depositary Receipts in the Company	Non-Routine	Management	04/30/08	FOR	WITH
Unilever N.V. ADR	UN	904784709	05/15/08	2,121,300	23. To Approve the Proposal to Reduce the Capital Through Cancellation of Shares	Non-Routine	Management	04/30/08	FOR	WITH
Unum Group	UNM	91529Y106	05/22/08	2,806,600	1. Election of Directors	Routine	Management	05/15/08	FOR	WITH
Unum Group	UNM	91529Y106	05/22/08	2,806,600	2. Approval of the Management Incentive Compensation Plan of 2008	Non-Routine	Management	05/15/08	FOR	WITH
Unum Group	UNM	91529Y106	05/22/08	2,806,600	3. Approval of the Unum Limited Savings-Related Share Option Scheme 2008	Non-Routine	Management	05/15/08	FOR	WITH
Unum Group	UNM	91529Y106	05/22/08	2,806,600	4. Approval of the Unum Ireland Limited Savings-Related Share Option Scheme 2008	Non-Routine	Management	05/15/08	FOR	WITH
Unum Group	UNM	91529Y106	05/22/08	2,806,600	5. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/15/08	FOR	WITH
Washington Post Company	WPO	939640108	05/08/08	108,290	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Washington Post Company	WPO	939640108	05/08/08	108,290	2. Other Business	Non-Routine	Management	04/30/08	AGAINST	AGAINST
Waste Management Inc	WMI	94106L109	05/09/08	1,522,400	1. Election of Directors	Routine	Management	04/30/08	FOR	WITH
Waste Management Inc	WMI	94106L109	05/09/08	1,522,400	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/30/08	FOR	WITH
Waste Management Inc	WMI	94106L109	05/09/08	1,522,400	3. Proposal Relating to Disclosure of Political Contributions	Non-Routine	Shareholder	04/30/08	AGAINST	WITH

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.

Sound Shore Fund, Inc.

(Registrant)

By:

/s/    T. Gibbs Kane, Jr.

T. Gibbs Kane, Jr

President

Date: July 31, 2008