Form N-PX

                  Annual Report of Proxy Voting Record of

                             Copley Fund, Inc.

                 Investment Company Act File No.: 811-2815

                             Registrant
                          Copley Fund, Inc.
                          245 Sunrise Ave.
                        Palm Beach, FL 33480

                           Agent for Service

         Fiscal Year End: February 28, 2005
         Date of Reporting Period: July 1, 2004 to June 30, 2005

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                                             Management    Registrant
Proposal                    Proposed By        Voted         Voted

Alliant Energy Corp

CUSIP: 018802108 Ticker: LNT

Annual General Meeting: May 19, 2005

1  Elect 3 Directors         Management         For           For

Ameren Corporation

CUSIP: 023608102 Ticker: AEE

Annual General Meeting: April 26, 2005

1  Elect Directors            Management         For          For
2  Ratify Auditor             Management         For          For
3  Proposed report on
   storage of irradiated
   rods at Callaway Nuclear
   Plant                      Shareholder        Against      Against
4  Independent Director as    Shareholder        Against      Against
   Chairman of Board

American Electric Power

CUSIP:025537101 Ticker: AEP

Annual General Meeting: April 26, 2005

1  Elect 11 Directors          Management        For          For
2  Ratify auditor -
   Deloitte & Touche LLP       Management        For          For
3  Approval of amended and
   restated AEP system long
   term incentive plan         Management        For          For
4  Proposal regarding

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   supplemental executive
   retirement plans            Shareholder       Against      Against

Bank of America Corporation

CUSIP: 060505104 Ticker: BAC

Annual General Meeting: April 27, 2005

1  Elect 17 Directors           Management       For           Withhold
                                                               #17
2  Ratify auditor               Management       For           For
3  Political Contributions      Shareholder      Against       Against
4  Nominate more Directors
   than seats                   Shareholder      Against       Against

Bell South Corp.

CUSIP: 079860102 Ticker: BLS

Annual General Meeting: April 26, 2005

1  Elect 10 Directors           Management        For          Withhold
                                                               #9, 4
2  Ratify auditor               Management        For          For
3  Disclosure of political
   contributions                Shareholder       Against      Against

BP P.L.C.

CUSIP: 055622104  Ticker: BP

Annual General Meeting: April 14, 2005

1  Elect 17 Directors           Management         For         For
2  Ratify Auditor and
   Authorize Board to set
   Remuneration                 Management         For         For
3  Authority to Allot Shares
   Up To a Specified Amount     Management         For         For
4  Special Resolution: Give
   Authority To Allot a
   Limited Number of Shares
   For Cash Without Making An
   Offer to Shareholders        Management         For         For
5  Special Resolution: Give
   Limited Authority For
   Purchase of its own
   Shares by Company            Management         For         For
6  Approve Directors'
   Remuneration Report          Management         For         For
7  Renewal of Executive
   Directors' Incentive Plan    Management         For         For
8  Receive the Directors'
   Annual Report and Accounts   Management         For         For

Bristol-Myers Squibb Co.

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CUSIP: 110122108 Ticker: BMY

Annual General Meeting:   May 3, 2005

1  Elect 7 Directors            Management      For             Withhold
                                                                #7
2  Ratify Auditor 2005
   Pricewaterhouse              Management      For             For
3  Approval of Restated
   Certificate of Incorporation Management

4  Political Contrib.           Stockholder     Against         Against
5  HIV/AIDS-TB                  Stockholder     Against         Against
6  Animal Testing               Stockholder     Against         Against
7  Separation of CHM
   and CEO                      Stockholder     Against         Against
8  Restatement Situations       Stockholder     Against         Against
9  Restricted Stock             Stockholder     Against         Against
10 Directors Vote
   Threshold                    Stockholder     Against         Against

Cinergy Corp

CUSIP: 172474108 Ticker: CIN

Annual General Meeting: May 5, 2005

1  Elect 3 Directors            Management         For          For
2  Ratify auditor               Management         For          For

CHEVRONTEXACO CORPORATION

CUSIP: 166764100 Ticker CVX

Annual General Meeting: April 27, 2005

1  Elect 12 Directors           Management         For          For
2  Ratify auditor               Management         For          For
3  Directors' Compensation      Shareholder        Against      Against
4  Executive Severance
   Agreements                   Shareholder        Against      Against
5  Stock Option Expensing       Shareholder        Against      Against
6  Animal Testing               Shareholder        Against      Against
7  Oil/Gas Drilling in
   Protected Areas              Shareholder        Against      Against
8  Report on Ecuador            Shareholder        Against      Against


Delta Natural Gas Company, Inc.

CUSIP: 247748106 Ticker: DGAS

Annual General Meeting: November 11, 2004

1  Elect 3 Directors             Management         For         For

Detroit Edison

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CUSIP: 233331107 Ticker: DTE

Annual General Meeting: April 28, 2005

1  Elect 3 Directors             Management         For         For
2  Ratify auditor                Management         For         For

Dominion Resources, Inc.

CUSIP: 25746U109 Ticker: D

Annual General Meeting: April 22, 2005

1  Elect 15 Directors            Management         For         For
2  Adopt Non-employee Directors
   Compensation Plan             Management         For         For
3  Adopt Incentive Compensation
   Plan                          Management         For         For
4  Ratify Auditor                Management         For         For
5  Shareholder Proposal          Shareholder        Against     Against


Energy East Corporation

CUSIP: 29266M109 Ticker: EAS

Annual General Meeting: June 9, 2005

1  Elect 10 Directors            Management         For         For
2  Ratify auditors               Management         For         For

Exelon Corporation

CUSIP: 30161N01 Ticker: EXC

Annual General Meeting: July 22, 2005

1  Elect 4 Directors             Management         For         For
2  Approval of Amendment to
   Amended and Restated AOI      Management         For         For
3  Ratify auditors               Management         For         For
4  Approval of Annual
   Incentive Plan for
   senior executives             Management         For         For
5  Employee Stock Purchase       Management         For         For
   Plan
6  Approval to Adjourn or        Management         For         For
   Postpone Annual Meeting

Exxon Mobile Corporation

CUSIP: 30231G102 Ticker: XOM

Annual General Meeting: May 25, 2005

1  Elect 11 Directors             Management         For          For

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2  Ratify auditors                Management         For          For
3  Political Contributions        Shareholder        Against      Against
4  Board Compensation             Shareholder        Against      Against
5  Industry Experience            Shareholder        Against      Against
6  ACEH Security Report           Shareholder        Against      Against
7  Amendment of EEO policy        Shareholder        Against      Against
8  Biodiversity Impact Report     Shareholder        Against      Against
9  Climate Science report         Shareholder        Against      Against
10 Kyoto Compliance Report        Shareholder        Against      Against

First Energy Corp

CUSIP: 337932107 Ticker: FE

Annual General Meeting:  June 17, 2005

1  Elect 5 Directors              Management         For          For
2  Ratification of Auditor        Management         For          For
3  Political Contributions        Shareholder        Against      Against
4  Adopt Simple Majority Vote     Shareholder        Against      Against
5  Deferred Compensation plan     Shareholder        Against      Against
   for Senior Executives

FPL Group

CUSIP: 302571104 Ticker: FPL

Annual General Meeting: May 20, 2005

1  Elect 11 Directors              Management         For          For
2  Ratify Auditor                  Management         For          For

Arthur J. Gallagher and Company

CUSIP: 363576109 Ticker: AJG

Annual General Meeting: May 17, 2005

1  Elect 2 Directors               Management         For          For
2  Ratify auditors                 Management         For          For
3  Approve Senior Management
   Incentive Plan                  Management         For          For
4  Approve Long-term Incentive
   Plan                            Management         For          For

Great Plains Energy Incorporated

CUSIP: 391164100 Ticker: GXP

Annual General Meeting: May 3, 2005

1  Elect 11 Directors              Management         For          For
2  Ratify auditors                 Management         For          For

J.P. Morgan Chase and Company

CUSIP: 46625H100 Ticker: JPM

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Annual General Meeting: May 17, 2005


1  Elect 16 Directors              Management         For          For
2  Appointment of auditor          Management         For          For
3  Approval of Long-Term
   Incentive plan                  Management         For          For
4  Director term limit             Shareholder        Against      Against
5  Separation of Chairman and
   CEO                             Shareholder        Against      Against
6  Competitive Pay                 Shareholder        Against      Against
7  Recoup Unearned Management
   Bonuses                         Shareholder        Against      Against

Key Corp

CUSIP: 493267108 Ticker: KEY

Annual General Meeting: May 5, 2005

1  Elect 5 Directors               Management         For          For
2  Ratification of Auditor         Management         For          For

KeySpan Corporation

CUSIP: 49337W100 Ticker: KSE

Annual General Meeting: May 20, 2005

1  Elect 10 Directors               Management         For          For
2  Ratify auditors                  Management         For          For

New Jersey Resources Corporation

CUSIP: 646025106 Ticker: NJR

Annual General Meeting: January 19, 2005

1  Elect 3 Directors                Management          For         For
2  Ratify auditors                  Management          For         For

Northwest Natural Gas Company

CUSIP: 667655104 Ticker: NWN

Annual General Meeting: May 26, 2005

1  Elect 5 Directors                Management           For         For

NSTAR

CUSIP: 67019E107 Ticker: NST

Annual General Meeting:  April 26, 2005

1  Elect 4 Directors               Management           For         For
2  Ratify Auditor                  Management           For         For
3  Amend Declaration of Trust

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   to Increase Number of Shares    Management           For         For

Peoples Energy Corporation

CUSIP: 711030106 Ticker:PGL

Annual General Meeting: February 25, 2005

1  Elect 12 Directors               Management           For         For
2  Shareholder proposal             Shareholder                      For

Pfizer Incorporated

CUSIP: 717081103 Ticker: PFE

Annual General Meeting:  April 28, 2005

1  Elect 14 Directors           Management     For            Withhold
                                                              #5
2  Approve auditor
   KPMG LLP 2004                Management     For            For
3  Term Limits for Directors    Shareholder    Against        Against
4  Report on Increasing
   Access to Pfizer Products    Shareholder    Against        Against
5  Importation of Prescription
   Drugs                        Shareholder    Against        Against
6  Political Contributions      Shareholder    Against        Against
7  Product Availability in
   Canada                       Shareholder    Against        Against
8  Separation of Chair and
   CEO and Access to
   Pharmaceutical Products      Shareholder    Against        Against

PNC Financial Services Group, Inc.

CUSIP: 693475105 Ticker: PNC

NO INFORMATION RECEIVED

PP&L Corporation

CUSIP: 69351T106 Ticker: PPL

Annual General Meeting: April 22, 2005

1  Elect 3 Directors                  Management         For         For
2  Approval of Agreement and
   Plan of Merger with Excelon        Management         For         For
3  Ratify auditor                     Management         For         For
4  Approval to Adjourn or
   Postpone Annual Meeting            Management         For         For
5  Executive Compensation             Shareholder        Against     Against

Progress Energy, Inc.

CUSIP: 743263105 Ticker: PGN

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Annual General Meeting: May 11, 2005

1  Elect 3 Directors                 Management          For         For
2  Ratify Auditor                    Management          For         For

Public Service Enterprise Group Incorporated

CUSIP: 744573106 Ticker: PEG

Annual General Meeting: July 16, 2005

1  Elect 1 Director for Class I
   term expiring in 2006
   Elect 3 Directors for Class  II
   term expiring in 2007              Management         For         For
2  Approval of 2004 Long-Term
   Incentive Plan                     Management         For         For
3  Ratify auditor                     Management         For         For
4  Nomination of at least two
   candidates for each open
   Board position                     Shareholder        Against     Against

SBC Communications, Inc.

CUSIP: 78387G103 Ticker: SBG

Annual General Meeting: April 29, 2005

1  Elect 14 Directors                 Management         For          For
2  Appointment of Independent
   Auditor                            Management         For          For
3  Approval of Stock Purchase
   and Deferral Plan                  Management         For          For
4  Shareholder Proposal               Shareholder        Against      Against
5  Shareholder Proposal               Shareholder        Against      Against
6  Shareholder Proposal               Shareholder        Against      Against
7  Shareholder Proposal               Shareholder        Against      Against

SCANA Corp

CUSIP: 80589M102 Ticker SCG

Annual General Meeting: May 5, 2005

1  Election of 3 Directors             Management        For          For
2  Approval of Amended and
   Restated Long-Term Equity
   Compensation                        Management        For          For
3  Approval of appointment of
   independent auditor                 Management        For          For

Sempra Energy, Inc.

CUSIP: 816851109 Ticker: SRE

Annual General Meeting: April 5, 2005

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1  Elect Directors                     Management        For          For
2  Ratify auditor                      Management        For          For
3  Stock Option Expensing              Shareholder       Against      Against
4  Annual Election of Directors        Shareholder       Against      For
5  Performance Based Stock Options     Shareholder       Against      Against
6  Shareholder Rights Plan             Shareholder       Against      Against

Southern Company

CUSIP: 842587107 Ticker:

Annual General Meeting: May 25, 2005

1  Elect 10 Directors                  Management        For          For
2  Ratify auditor                      Management        For          For
3  Political Contributions Report      Shareholder       Against      Against

Sunoco, Inc.

CUSIP: 88764P104 Ticker: SUN

Annual General Meeting: May 5, 2005

1  Elect 11 Directors                  Management        For          For
2  Ratify auditor                      Management        For          For

Verizon Communications, Inc.

CUSIP 92343V104 Ticker: VZ

Annual General Meeting: May 5, 2005

1  Elect 11 Directors                  Management        For          For
2  Ratify auditor                      Management        For          For
3  Cumulative Voting                   Shareholder       Against      Against
4  Majority Vote for Election
   of Directors                        Shareholder       Against      Against
5  Board Composition                   Shareholder       Against      Against
6  Separate Chairman and CEO           Shareholder       Against      Against
7  Directors' Liability                Shareholder       Against      Against
8  Report on Political Contributions   Shareholder       Against      Against

WalMart Stores, Inc.

CUSIP: 931142103 Ticker: WMT

Annual General Meeting: June 3, 2005

1  Elect 14 Directors                  Management        For           For
2  Approval of Stock Incentive Plan    Management        For           For
3  Ratify Auditor                      Management        For           For
4  Executive Compensation Framework    Shareholder       Against       Against
5  Sustainability Report               Shareholder       Against       Against
6  Equity Compensation Report          Shareholder       Against       Against
7  Political Contributions Report      Shareholder       Against       Against
8  Equal Employment Report             Shareholder       Against       Against
9  Standard Majority Vote for
   Director Election                   Shareholder       Against       Against
10 Board Independence                  Shareholder       Against       Against
11 Performance-Vesting Shares          Shareholder       Against       Against\

WGL Holdings, Inc.

CUSIP: 92924F106 Ticker: WGL

Annual General Meeting: February 23, 2005

1  Elect 8 Directors                   Management         For          For
2  Ratify auditor                      Management         For          For
3  Cumulative voting                   Shareholder        Against      Against

Zimmer Holdings, Inc.

CUSIP: 98956P102 Ticker: ZMH

Annual General Meeting: May 2, 2005

1  Elect 1 Director                    Management          For         For
2  Amendment to Teamshare
   Stock Option Plan                   Management          For         For
3  Auditor ratification                Management          For         For
4  Auditor Independence                Shareholder         Against     Against

                                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.


Copley Fund, Inc.



By: /s/ Irving Levine
        President

Date:  August 26, 2005