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 811-3627 Greenspring Fund, Incorporated (Exact Name of Registrant as Specified in Charter) 2330 West Joppa Road, Suite 110 Lutherville, Maryland 21093-4641 (Address of Principal Executive Offices)(Zip Code) Registrant's Telephone Number, including Area Code: (410)823-5353 Mr. Charles vK. Carlson, President 2330 West Joppa Road, Suite 110 Lutherville, Maryland 21093-4641 (Name and address of Agent for Service) Date of fiscal year end: December 31, 2007 Date of reporting period: June 30, 2007 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 roles. 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 07/01/06-06/30/07 		 MEETING 	FOR/AGAINST	 FOR/AGAINST ISSUER	 	 TICKER CUSIP	 DATE MATTER VOTED ON	 PROPOSED BY VOTE CAST	 ABSTAIN 	 MANANGEMENT Prestige Brands		PBH	74112d101	08/15/06	1) Election of Directors	Management	08/14/06		For		For Holdings, Inc							2) Appoint PWC as ICPA Management	08/14/06		For		For EFJ, Inc.	 	EFJI	26843b101	08/25/06	1) Election of Directore Management	08/24/06		For		For Neoware, Inc.	 NWRE	64065p102	11/30/06	1) Election of Directors	Management	11/13/06		For		For 									2) 2004 equity incentive Management 11/13/06		Against	Against 									3) Apoint KPMG as ICPA	 Management 	11/13/06		For		For Michael Baker Corp 	BKR	057149106	11/09/06	1) Election of Directors Management	11/13/06		For		For Emerson Electric Co 	EMR	291011104	02/06/07	1) Election Of Directors Management	02/05/07		FOR		FOR 									2) Appoint KPMG as ICPA	 Management	02/05/07		FOR		FOR Griffon Corp	 GFF	398433102	02/02/07	1) Election of Directors Management	02/01/07		FOR		FOR Urstadt Biddle Prop 	UBA	917286205	03/08/07	1) Election Of Directors Management	03/07/07		For		For 									2) Appoint PKF as ICPA	 Management	03/07/07		For		For J.H.Bank& Thrift 	BTO	409735107	03/27/07	1) Election Of Directors Management	03/26/07		For		For Opportunity Fund Washington Mutual 	WM	939322103	04/17/07	1) Election of Directors Management	04/10/07		For		For 									2) Deloitte & Touche ICPA 	Management	04/10/07		For		For 									3) Exec retirement plan	 Shareholder	04/10/07		Against	For 									4) Dir election process Shareholder	04/10/07		Against	For 									5) Director qualifications Shareholder	04/10/07		Against	For Suntrust Banks, Inc 	STI	867914103	04/17/07	1) Election Of Directors Management	04/10/07		For		For 									2) Amend Articles of Inc Management	04/10/07		For		For 									3) Annual elect directors Management	04/10/07		For		For 									4) Majority vote directors Shareholder	04/10/07		For		Against 									5) Appt Ernst & Young ICPA Management	04/10/07		For		For Cardinal Financial	CFNL	14149f109	04/20/07	1) Election Of Directors Management	04/18/07		For		For 									2) Apoint KPMG as ICPA	 Management	04/18/07		For		For Michael Baker Corp. 	BKR	057149106	04/19/07	1) Election Of Directors Management	04/18/07		For		For American Nat'l Bkshs 	AMNB	027745108	04/24/07	1) Election Of Directors Management	04/20/07		For		For EOG Resources	 	EOG	26875p101	04/24/07	1) Election Of Directors Management	04/23/07		For		For 									2) Deloitte & Touche ICPA Management	04/23/07		For		For Energen		 	EGN	29265n108	04/25/07	1) Election Of Directors Management	04/24/07		For		For 									2) Approve 1997 incentive Management	04/24/07		For		For 									3) Annual incentive comp Management	04/24/07		For		For 									4) Appoint PWC as ICPA	 Management	04/24/07		For		For Suncor Energy	 	SUN	867229106	04/26/07	1) Election of Directors Management	04/25/07		For		For 									2) Appoint PWC as ICPA Management	04/25/07 		For		For 									3) Equity compensation plan	Management	04/25/07		For		For 									4) Performance stock options	Management	04/25/07		For		For 									5) Amendments to by-laws	Management	04/25/07		For		For Brush Engineered 	BW	117421107 05/01/07	1) Election Of Directors Management	04/24/07		For		For Materials, Inc.					 	2) Appt Ernst & Young ICPA Management	04/24/07		For		For First Mariner Bancorp 	FMAR	320795107	05/01/07	1) Election Of Directors Management	04/26/07		For		For 									2) Separation COB and CEO Shareholder	04/26/07		For		Against KMG America			KMA	482563103	05/03/07	1) Election of Directors Management	04/30/07		For		For Fulton Financial		FULT	360271100	05/07/07	1) Election of Directors Management	05/02/07		For		For 									2) Employee stk/purchase pln Management	05/02/07		For		For Conocophillips		COP	20825c104	05/09/07	1) Election Of Directors Management	05/03/07		For		For 									2) Appt Ernst & Young ICPA Management	05/03/07		For		For 									3) Political contributions Shareholder	05/03/07		Against	For 									4) Global Warming-renewables Shareholder	05/03/07		Against	For 									5) Director qualifications Shareholder	05/03/07		Against	For 									6) Drilling sensitive/	 Shareholder	05/03/07		Against	For 										protective areas 									7) Rec indigenous			Shareholder	05/03/07		Against	For 									8) Community accountability Shareholder	05/03/07		Against	For Partnerre LTD		PRE	g6852t105	05/10/07	1) Election Of Directors Management	04/18/07		For		For 									2) Appt Deloitte & Touche IA Management	04/18/07		For		For 									3) Amend by-laws	 	Management	04/18/07		For		For 									4) Other matters	 	Management	04/18/07		For		For Allied Waste		AW	019589308	05/17/07	1) Election Of Directors Management	04/11/07		For		For 									2) Apoint PWC as ICPA	 Management	04/11/07		For		For 									3) Majority vote elect Dir Shareholder	04/11/07		For		Against Provident Bnkshares	PBKS	743859100	05/16/07	1) Election Of Directors Management	05/08/07		For		For 									2) Appoint KPMG as ICPA	 Management	05/08/07		For		For NGP Capital Resources	NGPC	62912r107	05/16/07	1) Election Of Directors Management	05/08/07		For		For OceanFirst			OCFC	675234108	05/17/07	1) Election Of Directors Management	05/09/07		For		For 									2) Apoint KPMG as ICPA	 Management	05/09/07		For		For FTI Consulting		FCN	302941109	05/16/07	1) Election Of Directors Management	05/10/07		For		For 									2) Apoint KPMG as ICPA	 Management	05/10/07		For		For Assurant, Inc		AIZ	04621x108	05/17/07	1) Election Of Directors Management	05/14/07		For		For 									2) Apoint PWC as ICPA	 Management	05/14/07		For		For Middleburg Financial	MBRG	59694102	05/17/07	1) Election of Directors Management	05/09/07		For		For 									2) Appoint Yount,Hyde &	 Management	05/09/07		For		For 										Barbour as ICPA First Potomac Rlty Tr	FPO	33610f109	05/22/07	1) Election of Directors Management	05/14/07		For		For 									2) 2003 Eqty comp plan	 Management	05/14/07		For		For Rush Enterprises		RUSHA	781846209	05/22/07	1) Eleection of Directors Management	05/14/07		For		For 									2) 2007 long trm incent pln Management	05/14/07		For		For 									3) Appt Ernst & Young ICPA Management	05/14/07		For		For Rush Enterprises		RUSHB	781846308	05/22/07	1) Election of Directors Management	05/14/07		For		For 									2) 2007 long trm incent pln Management	05/14/07		For		For 									3) Appt Ernst & Young ICPA Management	05/14/07		For		For Horizon Offshore		HOFF	44043j204	05/23/07	1) Election of Directors Management	05/15/07		For		For 						 			2) 2005 stk incent plan	 Management	05/15/07		For		For 									3) Appt Grant Thornton ICPA Management	05/15/07		For		For Wabash National		WNC	929566107	05/24/07	1) Election of Directors Management	05/18/07		For		For 									2) 2007 Omnibus incent pln 	Management	05/18/07		For		For 									3) Appt Ernst & Young ICPA Management	05/18/07		For		For Watsco, Inc.		WSO	94262220	05/25/07	1) Election of Directors Management	05/22/07		For		For 									2) 1996 QESPP inc shares Management	05/22/07		For		For United American		INDM	90933t109	05/25/07	1A-H) excluding B	 	Management	05/24/07		For		For Indemnity, Inc.							1B) Director R. M. Fishman Management	05/24/07		Abstain	Against 									2) Approve shr incent pln Management	05/24/07		For		For 									3) Incentive awards program Management	05/24/07		For		For 									4) Apoint PWC as ICPA	 Management	05/24/07		For		For 									5A1) Directors		 Management	05/24/07		For		For 									5B2) Appoint PWC as ICPA Management	05/24/07		For		For Waste Industries		WWIN	941057101	05/30/07	1) Election of Directors Management	05/29/07		For		For 									2) 2007 long trm incent pln Management	05/29/07		For		For 									3) BOD compensation plan Management	05/29/07		Abstain	Against 									4) Other matters	 	Management	05/29/07		For		For Radyne Corp			RADN	750611402	05/30/07	1) Election of Directors Management	05/15/07		For		For 									2) 2007 stk incentive plan Management	05/15/07		For		For Emcor Group			EME	29084q100	06/20/07	1) Election of Directors Management	06/18/07		For		For 									2) 2007 stk incentive plan Management	06/18/07		For		For 									3) Appoint Ernst & Young IA Management	06/18/07		For		For Patriot Nat'l		PNBK	70336f104	06/20/07	1) Election of Directors Management	06/18/07		For		For Bancorp								2) Mcgladrey & Pullen as IA Management	06/18/07		For		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. Greenspring Fund, Incorporated By: /s/ Charles vK. Carlson Charles vK. Carlson Chief Executive Officer August 23, 2007