Croft Funds 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 811-08652

Croft Funds Corporation

(Exact name of registrant as specified in charter)

Canton House, 300 Water Street

Baltimore, Maryland 21202

(Address of principal executive offices)

(Zip code)

Mr. Kent Croft

Canton House, 300 Water Street

Baltimore, Maryland 21202

(Name and address of agent for service)

Registrant's telephone number, including area code: (410) 576-0100

Date of fiscal year end: April 30

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.

Croft Value Fund

ABBOTT LABORATORIES

	Ticker Symbol:ABT	Cusip Number: 002824100
	Record Date: 4/20/2004	Meeting Date: 4/23/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY D&T AS AUDITORS

FOR

ISSUER

FOR

WITH

SH PROPOSAL ON ACCESS TO ABT DRUGS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL TO OPTION GRANTS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON GLOBAL INFECTIOUS DISEASES

AGAINST

STOCKHOLDER

AGAINST

WITH

ABITIBI CONSOLIDATED INC.

	Ticker Symbol:ABY	Cusip Number: 003924107
	Record Date: 4/26/2004	Meeting Date: 4/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

AGCO CORP

	Ticker Symbol:AG	Cusip Number: 001084102
	Record Date: 4/19/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

PROPOSAL TO CONDUCT ENVIROMENTAL SUSTAINABILITY STUDY/REPORT

AGAINST

ISSUER

AGAINST

WITH

BANK OF AMERICA CORP.

	Ticker Symbol:BAC	Cusip Number: 060505104
	Record Date: 3/12/2004	Meeting Date: 3/17/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ADOPTION OF MERGER WITH FBF

FOR

ISSUER

FOR

WITH

ADOPTION OF STOCK PLAN

FOR

ISSUER

FOR

WITH

INCREASE AUTHORIZED NUMBER OF SHARES OUTSTANDING

FOR

ISSUER

FOR

WITH

APPROVAL TO ADJOURN MEETING IF INSUFFIECIENT PROXIES ARE SUBMITTED

FOR

ISSUER

FOR

WITH

BOISE CASCADE CORP.

	Ticker Symbol:BCC	Cusip Number: 097383103
	Record Date: 4/5/2004	Meeting Date: 4/15/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KPMG LLC AS AUDITORS

FOR

ISSUER

FOR

WITH

SHAREHOLDER PROPOSAL TO SEPERATE COB AND CEO POSITION

AGAINST

ISSUER

AGAINST

BRISTOL MEYERS SQUIBB CO.

	Ticker Symbol:BMY	Cusip Number: 110112108
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

MAKE ALL POLITICAL CONTRIBUTIONS PUBLIC

AGAINST

STOCKHOLDER

AGAINST

WITH

TO PROHIBIT ALL POITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

MANDATE AN INDEPENDANT CHAIRMAN OF THE BOARD

AGAINST

STOCKHOLDER

AGAINST

WITH

CONDUCT STUDY ON HIV/AIDS

AGAINST

STOCKHOLDER

AGAINST

WITH

SET DIRECTOR VOTE THRESHOLD

AGAINST

STOCKHOLDER

AGAINST

WITH

CENTURYTEL INC.

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

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KMPG AS AUDITORS

FOR

ISSUER

FOR

WITH

COGNEX CORP

	Ticker Symbol:CGNX	Cusip Number: 192422103
	Record Date: 4/19/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

CP SHIPS LTD.

	Ticker Symbol:TEU	Cusip Number: 22409V102
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

AMEND BYLAWS: LIMIT DIRECTOR AGE W/ EXCEPTIONS

FOR

ISSUER

FOR

WITH

CP SHIPS LTD.

	Ticker Symbol:TEU	Cusip Number: 22409V102
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

EATON CORP

	Ticker Symbol:ETN	Cusip Number: 278058102
	Record Date: 4/23/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

FIRST DATA CORP.

	Ticker Symbol:FDC	Cusip Number: 319963104
	Record Date: 10/14/2003	Meeting Date: 10/28/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE MERGER WITH CONCORDE EFS

FOR

ISSUER

FOR

WITH

FLEETBOSTON FINANCIAL CORP

	Ticker Symbol:FBF	Cusip Number: 339030108
	Record Date: 3/12/2004	Meeting Date: 3/17/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ADOPTION OF OF MERGER WITH BAC

FOR

ISSUER

FOR

WITH

APPROVAL TO ADJOURN MEETING IF INSUFFICIENT PROXIES ARE SUBMITTED

FOR

ISSUER

FOR

WITH

FLEXTRONICS

	Ticker Symbol:FLEX	Cusip Number: Y2573F102
	Record Date: 9/15/2003	Meeting Date: 7/30/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

RE-ELECT DIRECTOR

FOR

ISSUER

FOR

WITH

RE-ELECT DIRECTOR

FOR

ISSUER

FOR

WITH

RE-ELECT DIRECTOR

FOR

ISSUER

FOR

WITH

RE-ELECT DIRECTOR

FOR

ISSUER

FOR

WITH

TO RATIFY DELOITTE AND TOUCHE LLP AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

AMEND 1997 EMPLOYEE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

APPROVE DIRECTORS TO ALLOT AND ISSUE ORDINARY SHARES

FOR

ISSUER

FOR

WITH

TO RENEW SHARE MANDATE RELATING TO ACQUISITIONS OF ITS OWN SHARES

FOR

ISSUER

FOR

WITH

FLEXTRONICS INTERNATIONAL INC.

	Ticker Symbol:FLEX	Cusip Number: Y2573F102
	Record Date: 9/15/2003	Meeting Date: 9/30/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

RE-ELECT DIRECTORS

FOR

ISSUER

FOR

WITH

TO RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

AMEND 1997 EMPLOYEE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

APPROVE DIRECTORS TO ALLOT AND ISSUE ORDINARY SHARES

FOR

ISSUER

FOR

WITH

PROVIDE CASH COMPENSATION FOR DIRECTORS

FOR

ISSUER

FOR

WITH

RENEW SHARES MANDATE RELATING TO ACQUISITIONS OF ITS OWN SHARES

FOR

ISSUER

FOR

WITH

FMC CORP

	Ticker Symbol:FMC	Cusip Number: 302491303
	Record Date: 4/22/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY D&T AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

HONEYWELL INTERNATIONAL INC.

	Ticker Symbol:HON	Cusip Number: 438516106
	Record Date: 4/21/2004	Meeting Date: 4/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

SH PROPOSAL FOR ANNUAL ELECTION OF DIRECTORS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON VOTING PROVISIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON SEVERENCE PACKAGES

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL CALLING FOR A RESOLUTION ON PAY DISPARITY

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL FOR CUMMULATIVE VOTING

AGAINST

STOCKHOLDER

AGAINST

WITH

INCO LTD

	Ticker Symbol:N	Cusip Number: 453258402
	Record Date: 4/19/2004	Meeting Date: 4/21/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE BY-LAWS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

INTERNATIONAL BUSINESS MACHINES

	Ticker Symbol:IBM	Cusip Number: 459200101
	Record Date: 4/22/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOD

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

RATIFY E&Y AS AUDITORS (FOR CONSULTING UNIT)

FOR

ISSUER

FOR

WITH

APPROVE MGMT INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SH ON CUMULATIVE VOTING

FOR

ISSUER

FOR

WITH

SH PROPOSAL ON MEDICAL/RETIREMENT PLANS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON MGMT RETIREMENT PLANS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON EXPENSING STOCK OPTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON DISCLOSURE OF MGMT COMPENSATION

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON CHINA BUSINESS PRINCIPALS.

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH PROPOSAL ON REVIEWING MGMT COMPENSATION POLICY

AGAINST

STOCKHOLDER

AGAINST

WITH

INVITROGEN CORP

	Ticker Symbol:IVGN	Cusip Number: 46185R100
	Record Date: 4/26/2004	Meeting Date: 4/29/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY E&Y AS AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE STOCK INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

AMMEND EMPLOYEE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

JOHNSON & JOHNSON

	Ticker Symbol:JNJ	Cusip Number: 478160104
	Record Date: 4/19/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

TO BAN CHAIRITABLE CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

KANSAS CITY SOUTHERN

	Ticker Symbol:KSU	Cusip Number: 485170302
	Record Date: 4/30/2004	Meeting Date: 5/5/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KPMG AS AUDITORS

FOR

ISSUER

FOR

WITH

KING PHARMACEUTICALS INC.

	Ticker Symbol:KG	Cusip Number: 495582108
	Record Date: 10/14/2004	Meeting Date: 11/14/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC LLC AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

PACKAGING CORP. OF AMERICA

	Ticker Symbol:PKG	Cusip Number: 695156109
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY E&Y AS AUDITORS

FOR

ISSUER

FOR

WITH

PFIZER, INC.

	Ticker Symbol:PFE	Cusip Number: 717081103
	Record Date: 4/19/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KPMG AS AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE STOCK INCENETIVE PLAN

FOR

ISSUER

FOR

WITH

PROPOSAL TO REVIEW ECONOMIC IMPACT OF AIDS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSALON POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL ON POLITCAL ENITITY CONTRIBUTION

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL TO TERM LIMITS FOR DIRECTORS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL TO INCREASE ACCESS TO PFE DRUGS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL OF STOCK OPTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL ON ANIMAL TESTING

AGAINST

STOCKHOLDER

AGAINST

WITH

PIER 1 IMPORTS, INC

	Ticker Symbol:PIR	Cusip Number: 726279108
	Record Date: 6/15/2004	Meeting Date: 6/25/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE AMENDMENT TO 1999 STOCK PLAN

FOR

ISSUER

FOR

WITH

APPROVE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

QWEST COMMUNICATIONS INTL. INC.

	Ticker Symbol:Q	Cusip Number: 749121109
	Record Date: 5/20/2004	Meeting Date: 5/25/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

DECLASSIFICATION OF BOARD

FOR

ISSUER

FOR

WITH

MANDATE INDEPENDENT, NON-CEO CHAIRMAN OF THE BOARD

AGAINST

STOCKHOLDER

AGAINST

WITH

AMMEND EXECUTIVE RETIREMENT PLANS

AGAINST

STOCKHOLDER

AGAINST

WITH

MANDATE 2/3 OF DIRECTORS BE INDEPENDENT

AGAINST

STOCKHOLDER

AGAINST

WITH

SCHERING PLOUGH CORP

	Ticker Symbol:SGP	Cusip Number: 806605101
	Record Date: 4/22/2004	Meeting Date: 4/27/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY D&T AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE MANAGEMENT INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SEMPRA ENERGY

	Ticker Symbol:SRE	Cusip Number: 816865109
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

APPROVE EMPLOYEE INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

RATIFY D&T AS INDEPENDANT AUDITORS

FOR

ISSUER

FOR

WITH

ANNUAL ELETION OF DIRECTORS

AGAINST

STOCKHOLDER

AGAINST

WITH

SHAREHOLDER RIGHTS PLAN

AGAINST

STOCKHOLDER

AGAINST

WITH

RESTRICT AUDITOR SERVICES

AGAINST

STOCKHOLDER

AGAINST

WITH

MANDATE INDEPENDENT CHAIRMAN OF THE BOARD

AGAINST

STOCKHOLDER

AGAINST

WITH

SPX CORP

	Ticker Symbol:SPW	Cusip Number: 784635104
	Record Date: 4/23/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

ST. PAUL'S COMPANY

	Ticker Symbol:SPC	Cusip Number: 792860306
	Record Date: 3/12/2004	Meeting Date: 3/19/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

INCREASE AUTHORIZED NUMBER OF SHARES OUTSTANDING

FOR

ISSUER

FOR

WITH

AMEND BY-LAWS

FOR

ISSUER

FOR

WITH

AMEND ARTICLES OF INCORPORATION

FOR

ISSUER

FOR

WITH

STERIS

	Ticker Symbol:STE	Cusip Number: 859152100
	Record Date: 7/10/2003	Meeting Date: 7/25/2003

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTORS ELECTION

FOR

ISSUER

FOR

WITH

NYC TEACHERS RETIREMENT PROPOSESTO REPEAL CLASS ELECTION OF BOARDMEMBERS IN FAVOR OF ANNUAL ELECTIONOF ALL BOARD MEMBERSCLASS ELECTION- CURRENTLY BOARD MEMBERS SERVE TWO YEAR TERMS.

FOR

STOCKHOLDER

FOR

WITH

TEREX CORP.

	Ticker Symbol:TEX	Cusip Number: 880779103
	Record Date: 5/20/2004	Meeting Date: 5/25/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE INCENTIVE BONUS PLAN

FOR

ISSUER

FOR

WITH

APPROVE EMPLOYEE STOCK PURCHASE PLAN

FOR

ISSUER

FOR

WITH

APPROVE DEFERRED COMPENSATION PLAN

FOR

ISSUER

FOR

WITH

APPROVE COMPENSATION FOR OUTSIDE DIRECTORS

FOR

ISSUER

FOR

WITH

TEXTRON INC.

	Ticker Symbol:TXT	Cusip Number: 883203101
	Record Date: 4/23/2004	Meeting Date: 4/28/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

RATIFY E&Y AS AUDITORS

FOR

ISSUER

FOR

WITH

APPROVE STOCK INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

AMMEND INCENTIVE PLAN

FOR

ISSUER

FOR

WITH

SH ON FOREIGN MILITARY SALES

AGAINST

STOCKHOLDER

AGAINST

WITH

SH ON POLITICAL CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

SH BANNING CHARITABLE CONTRIBUTIONS

AGAINST

STOCKHOLDER

AGAINST

WITH

TYCO INTERNATIONAL

	Ticker Symbol:TYC	Cusip Number: 902124106
	Record Date: 2/27/2004	Meeting Date: 3/25/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT THE BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY DELOITTE AND TOUCHE LLP AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

ADOPT AMMENDED BY-LAWS

FOR

ISSUER

FOR

WITH

APPROVE EMPLOYEE INCENETIVE PLANS

FOR

ISSUER

FOR

WITH

SHAREHOLDER PROPOSAL ON ENVIORMENTAL REPORTING

FOR

ISSUER

FOR

WITH

SHAREHOLDER PROPOSAL ON MANAGEMENT COMPENSATION

AGAINST

ISSUER

AGAINST

SHAREHOLDER PROPOSAL TO CHANGE INCORPORATION TO U.S.

AGAINST

ISSUER

AGAINST

VALMONT INDUSTRIES

	Ticker Symbol:VMI	Cusip Number: 920253101
	Record Date: 4/21/2004	Meeting Date: 4/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY D&T AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

VALMONT INDUSTRIES

	Ticker Symbol:VMI	Cusip Number: 920253101
	Record Date: 4/21/2004	Meeting Date: 4/26/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY D&T AS INDEPENDENT AUDITORS

FOR

ISSUER

FOR

WITH

VASTERA INC.

	Ticker Symbol:VAST	Cusip Number: 92239N109
	Record Date: 4/30/2004	Meeting Date: 5/5/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY KPMG AS AUDITORS

FOR

ISSUER

FOR

WITH

WATERS CORP.

	Ticker Symbol:WAT	Cusip Number: 941848103
	Record Date: 4/30/2004	Meeting Date: 5/4/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

ACT ON ANY OTHER BUSINESS

FOR

ISSUER

FOR

WITH

WYETH

	Ticker Symbol:WYE	Cusip Number: 983024100
	Record Date: 4/19/2004	Meeting Date: 4/22/2004

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ELECT BOARD OF DIRECTORS

FOR

ISSUER

FOR

WITH

RATIFY PWC AS AUDITORS

FOR

ISSUER

FOR

WITH

PROPOSAL ON ACCESS/AFFORDABILITY OF DRUGS

AGAINST

STOCKHOLDER

AGAINST

WITH

PROPOSAL ON ANIMAL TESTING

AGAINST

STOCKHOLDER

AGAINST

WITH

Croft Income Fund

During the time period ended 6/30/2004 the Investment Advisor decided not to exercise its right to vote on any of the proxies.

* 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.

Croft Funds Corporation

By /s/Kent Croft

* Kent Croft

CEO

By /s/Carla Reedinger

* Carla Reedinger

Treasurer

Date: August 30, 2004

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

Croft Funds Inactive N-PXAnnual report of proxy voting record