UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

                   ANNUAL REPORT OF PROXY RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-09060

                            HOLLAND SERIES FUND, INC.
               (Exact name of registrant as specified in charter)

                                 375 Park Avenue
                               New York, NY 10152

________________________________________________________________________________
(Address of principal executive offices)   Copy to:

Michael Holland                            Julie Tedesco, Esq.
President and Treasurer                    State Street Bank and Trust Company
Holland Series Fund, Inc.                  2 Avenue de Lafayette, 6th Floor
375 Park Avenue                            Boston, Massachusetts 02111
New York, New York 10152
                                           and

                                           Timothy Diggins, Esq.
                                           Ropes & Gray
                                           One International Place
                                           Boston, Massachusetts 02110

________________________________________________________________________________
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-304-6552

Date of fiscal year end: September 30

Date of reporting period: July 1, 2005 - June 30, 2006


ITEM 1. PROXY VOTING RECORD



                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
3M CO.                 MMM     88579Y101  05/09/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Linda G. Alvarado
                                                    1.2 Edward M. Liddy
                                                    1.3 Robert S. Morrison
                                                    1.4 Aulana L. Peters

                                                    PROPOSAL 2: Ratify Appointment of        Issuer           For      For
                                                    PricewaterhouseCoopers as 3M's
                                                    Independent Registered Public
                                                    Accounting Firm

                                                    PROPOSAL 3: Proposal to Amend the        Issuer           For      For
                                                    Certificate of Incorporation to
                                                    Authorize the Annual Election of
                                                    Directors

                                                    PROPOSAL 4: Proposal Regarding           Security Holder  Against  Against
                                                    Executive Compensation

                                                    PROPOSAL 5: Proposal Regarding 3M's      Security Holder  Against  Against
                                                    Animal Welfare Policy

                                                    PROPOSAL 6: Proposal Regarding 3M's      Security Holder  Against  Against
                                                    Business Operations in China

AMERICAN EXPRESS CO.   AXP     025816109  04/24/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 D.F. Akerson
                                                    1.2 C. Barshefsky
                                                    1.3 U.M. Burns
                                                    1.4 K.I. Chenault
                                                    1.5 P. Chernin
                                                    1.6 P.R. Dolan
                                                    1.7 V.E. Jordan, Jr.
                                                    1.8 J. Leschly
                                                    1.9 R.A. McGinn
                                                    1.10 E.D. Miller
                                                    1.11 F.P. Popoff
                                                    1.12 R.D. Walter






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
                                                    PROPOSAL 2: Selection of                 Issuer           For      For
                                                    PricewaterhouseCoopers as Independent
                                                    Registered Public Accountants for 2006

                                                    PROPOSAL 3: Proposal Relating to Stock   Security Holder  Against  Against
                                                    Options

                                                    PROPOSAL 4: Proposal Relating to         Security Holder  Against  Against
                                                    Majority Voting for Directors

                                                    PROPOSAL 5: Proposal Relating to the     Security Holder  Against  Against
                                                    Company's Employment Policies

                                                    PROPOSAL 6: Proposal Relating to         Security Holder  Against  Against
                                                    Reimbursement of Expenses for Certain
                                                    Shareholder-Nominated Director
                                                    Candidates

BERKSHIRE HATHAWAY,    BRK/A   084670108  03/29/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
INC. CLASS A                                        1.1 Warren E. Buffett
                                                    1.2 Charles T. Munger
                                                    1.3 Howard G. Buffett
                                                    1.4 Malcolm G. Chace
                                                    1.5 William H. Gates
                                                    1.6 David S. Gottesman
                                                    1.7 Charlotte Guyman
                                                    1.8 Donald R. Keough
                                                    1.9 Thomas S. Murphy
                                                    1.10 Ronald L. Olson
                                                    1.11 Walter Scott, Jr.






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
CHEVRON CORPORATION    CVX     166764100  04/26/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 S.H. Armacost
                                                    1.2 L.F. Deily
                                                    1.3 R.E. Denham
                                                    1.4 R.J. Eaton
                                                    1.5 S. Ginn
                                                    1.6 F.G. Jennifer
                                                    1.7 S. Nunn
                                                    1.8 D.J. O'Reilly
                                                    1.9 D.B. Rice
                                                    1.10 P.J. Robertson
                                                    1.11 C.R. Shoemate
                                                    1.12 R.D. Sugar
                                                    1.13 C. Ware

                                                    PROPOSAL 2: Ratify Independent           Issuer           For      For
                                                    Registered Public Accounting Firm

                                                    PROPOSAL 3: Amend Company By-Laws to     Security Holder  Against  Against
                                                    Include Proponent Reimbursement

                                                    PROPOSAL 4: Report on Oil & Gas          Security Holder  Against  Against
                                                    Drilling in Protected Areas

                                                    PROPOSAL 5: Report on Political          Security Holder  Against  Against
                                                    Contributions

                                                    PROPOSAL 6: Adopt an Animal Welfare      Security Holder  Against  Against
                                                    Policy

                                                    PROPOSAL 7: Report on Human Rights       Security Holder  Against  Against

                                                    PROPOSAL 8: Report on Ecuador            Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
CITIGROUP, INC.        C       172967101  04/18/06  PROPOSAL 1: ELECTION OF DIRECTORS        Issuer           For All  For
                                                    1.1 C. Michael Armstrong
                                                    1.2 Alain J.P. Belda
                                                    1.3 George David
                                                    1.4 Kenneth T. Derr
                                                    1.5 John M. Deutch
                                                    1.6 R. Hernandez Ramirez
                                                    1.7 Ann Dibble Jordan
                                                    1.8 Klaus Kleinfield
                                                    1.9 Andrew N. Liveris
                                                    1.10 Dudley C. Mecum
                                                    1.11 Anne Mulcahy
                                                    1.12 Richard D. Parsons
                                                    1.13 Charles Prince
                                                    1.14 Judith Rodin
                                                    1.15 Robert E. Rubin
                                                    1.16 Franklin A. Thomas

                                                    PROPOSAL 2: Ratify the Selection of      Issuer           For      For
                                                    KPMG LLP as Citigroup's Independent
                                                    Registered Public Accounting Firm for
                                                    2006

                                                    PROPOSAL 3: Proposal to Amend Article    Issuer           For      For
                                                    Fourth of the Restated Certificate of
                                                    Incorporation

                                                    PROPOSAL 4: Proposal to Amend Article    Issuer           For      For
                                                    Eighth of the Restated Certificate of
                                                    Incorporation

                                                    PROPOSAL 5: Proposal to Amend Article    Issuer           For      For
                                                    Ninth of the Restated Certificate of
                                                    Incorporation

                                                    PROPOSAL 6: Request No Future New        Security Holder  Against  Against
                                                    Stock Option Grants and no Renewal or
                                                    Repricing of Current Stock Options






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
                                                    PROPOSAL 7: Request a Report on          Security Holder  Against  Against
                                                    Political Contributions

                                                    PROPOSAL 8: Request a Report on          Security Holder  Against  Against
                                                    Charitable Contributions

                                                    PROPOSAL 9: Request the Adoption of a    Security Holder  Against  Against
                                                    Policy Regarding Performance-Based
                                                    Equity Compensation for Senior
                                                    Executives

                                                    PROPOSAL 10: Regarding Reimbursement     Security Holder  Against  Against
                                                    of Expenses Incurred by a Stockholder
                                                    in a Contested Election of Directors

                                                    PROPOSAL 11: Request that Chairman of    Security Holder  Against  Against
                                                    the Board Have no Management Duties,
                                                    Titles or Responsibilities

                                                    PROPOSAL 12: Request the Recoupment      Security Holder  Against  Against
                                                    of Management Bonuses in the Event of
                                                    a Restatement of Earnings






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
COMCAST CORPORATION    CMSCA   20030N101  05/18/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 S. Decker Anstrom
                                                    1.2 Kenneth J. Bacon
                                                    1.3 Sheldon M. Bonovitz
                                                    1.4 Edward D. Breen
                                                    1.5 Julian A. Brodsky
                                                    1.6 Joseph J. Collins
                                                    1.7 J. Michael Cook
                                                    1.8 Jeffrey A. Honickman
                                                    1.9 Brian L. Roberts
                                                    1.10 Ralph J. Roberts
                                                    1.11 Dr. Judith Rodin
                                                    1.12 Michael I. Sovern

                                                    PROPOSAL 2: Independent Auditors         Issuer           For      For

                                                    PROPOSAL 3: 2002 Employee Stock          Issuer           For      For
                                                    Purchase Plan

                                                    PROPOSAL 4: 2002 Restricted Stock Plan   Issuer           For      For

                                                    PROPOSAL 5: 2006 Cash Bonus Plan         Issuer           For      For

                                                    PROPOSAL 6: Prevent the Issuance of      Security Holder  Against  Against
                                                    New Stock Options

                                                    PROPOSAL 7: Require that the Chairman    Security Holder  Against  Against
                                                    of the Board Not be an Employee

                                                    PROPOSAL 8: Limit Compensation for       Security Holder  Against  Against
                                                    Management

                                                    PROPOSAL 9: Adopt a Recapitalization     Security Holder  Against  Against
                                                    Plan

                                                    PROPOSAL 10: Establish a Majority        Security Holder  Against  Against
                                                    Vote Shareholder Committee






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
CONOCOPHILLIPS         COP     20825C104  05/10/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Richard L. Armitage
                                                    1.2 Richard H. Auchinleck
                                                    1.3 Harald J. Norvick
                                                    1.4 William K. Reilly
                                                    1.5 Victoria J. Tschinkel
                                                    1.6 Kathryn C. Turner

                                                    PROPOSAL 2: Ratification of Appointment  Issuer           For      For
                                                    of Ernst & Young LLP as Independent
                                                    Registered Public Accounting Firm for
                                                    2006

                                                    PROPOSAL 3: Drilling in Sensitive Areas  Security Holder  Against  Against

                                                    PROPOSAL 4: Director Election Vote       Security Holder  Against  Against
                                                    Standard

                                                    PROPOSAL 5: Shareholder Approval of      Security Holder  Against  Against
                                                    Future Extraordinary Retirement
                                                    Benefits for Senior Executives

                                                    PROPOSAL 6: Environmental                Security Holder  Against  Against
                                                    Accountability to Communities

                                                    PROPOSAL 7: Equitable Compensation of    Security Holder  Against  Against
                                                    Non-Employee Directors






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
EXXON MOBIL CORP.      XOM     30231G102  05/31/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 M.J. Boskin
                                                    1.2 W.W. George
                                                    1.3 J.R. Houghton
                                                    1.4 W.R. Howell
                                                    1.5 R.C. King
                                                    1.6 P.E. Lippincott
                                                    1.7 H.A. McKinnell, Jr.
                                                    1.8 M.C. Nelson
                                                    1.9 S.J. Palmisano
                                                    1.10 W.V. Shipley
                                                    1.11 J.S. Simon
                                                    1.11 R.W. Tillerson

                                                    PROPOSAL 2: Ratification of              Issuer           For      For
                                                    Independent Auditors

                                                    PROPOSAL 3: Cumulative Voting            Security Holder  Against  Against

                                                    PROPOSAL 4: Majority Vote                Security Holder  Against  Against

                                                    PROPOSAL 5: Industry Experience          Security Holder  Against  Against

                                                    PROPOSAL 6: Director Qualification       Security Holder  Against  Against

                                                    PROPOSAL 7: Director Compensation        Security Holder  Against  Against

                                                    PROPOSAL 8: Board Chairman and CEO       Security Holder  Against  Against

                                                    PROPOSAL 9: Executive Compensation       Security Holder  Against  Against
                                                    Report

                                                    PROPOSAL 10: Executive Compensation      Security Holder  Against  Against
                                                    Criteria

                                                    PROPOSAL 11: Political Contributions     Security Holder  Against  Against
                                                    Report

                                                    PROPOSAL 12: Corporate Sponsorships      Security Holder  Against  Against
                                                    Report

                                                    PROPOSAL 13: Amendments of EEO Policy    Security Holder  Against  Against

                                                    PROPOSAL 14: Biodiversity Impact Report  Security Holder  Against  Against

                                                    PROPOSAL 15: Community Environmental     Security Holder  Against  Against
                                                    Impact






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
GENERAL ELECTRIC CO.   GE      369604103  04/26/06  PROPOSAL A1: Election of Directors       Issuer           For All  For
                                                    1.1 James I. Cash, Jr.
                                                    1.2 Sir William M. Castell
                                                    1.3 Ann M. Fudge
                                                    1.4 Claudio X. Gonzalez
                                                    1.5 Jeffrey R. Immelt
                                                    1.6 Andrea Jung
                                                    1.7 Alan G. Lafley
                                                    1.8 Robert W. Lane
                                                    1.9 Ralph S. Larsen
                                                    1.10 Rochelle B. Lazarus
                                                    1.11 Sam Nunn
                                                    1.12 Roger S. Penske
                                                    1.13 Robert J. Swieringa
                                                    1.14 Douglas A. Warner III
                                                    1.15 Rober C. Wright

                                                    PROPOSAL B: Ratify Selection of          Issuer           For      For
                                                    Independent Auditor

                                                    PROPOSAL B1: Cumulative Voting           Security Holder  Against  Against

                                                    PROPOSAL B2: Curb Over-Extended          Security Holder  Against  Against
                                                    Directors

                                                    PROPOSAL B3: One Director from the       Security Holder  Against  Against
                                                    Ranks of Retirees

                                                    PROPOSAL B4: Independent Board           Security Holder  Against  Against
                                                    Chairman

                                                    PROPOSAL B5: Director Election           Security Holder  Against  Against
                                                    Majority Vote Standard

                                                    PROPOSAL B6: Report on Global Warming    Security Holder  Against  Against
                                                    Science






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
INTEL CORP.            INTC    458140100  5/17/06   PROPOSAL A: Election of Directors        Issuer           For All  For
                                                    1.A Craig R. Barrett
                                                    1.B Charlene Barshefsky
                                                    1.C E. John P. Browne
                                                    1.D D. James Guzy
                                                    1.E Reed E. Hundt
                                                    1.F Paul S. Otellini
                                                    1.G James D. Plummer
                                                    1.H David S. Pottruck
                                                    1.I Jane E. Shaw
                                                    1.J John L. Thornton
                                                    1.K David B. Yoffie

                                                    PROPOSAL B2: Amendment of the Second     Issuer           For      For
                                                    Restated Certificate of Incorporation
                                                    to repeal Article 10 (the "fair price
                                                    provision")

                                                    PROPOSAL B3: Amendment of the            Issuer           For      For
                                                    Certificate of Incorporation to repeal
                                                    Article 7 and Article 12 (the
                                                    "supermajority vote provisions")

                                                    PROPOSAL B4: Ratification of the         Issuer           For      For
                                                    appointment of Ernst & Young LLP as
                                                    our Independent Registered Public
                                                    Accounting Firm for the Current Year

                                                    PROPOSAL B5: Approval of the 2006        Issuer           For      For
                                                    Equity Incentive Plan

                                                    PROPOSAL B6: Approval of the 2006        Issuer           For      For
                                                    Stock Purchase Plan






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
INTERNATIONAL          IBM     459200101  04/25/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
BUSINESS MACHINES                                   1.1 C. Black
CORP.                                               1.2 K.I. Chenault
                                                    1.3 J. Dormann
                                                    1.4 M.L. Eskew
                                                    1.5 S.A. Jackson
                                                    1.6 M. Makihara
                                                    1.7 L.A. Noto
                                                    1.8 J.W. Owens
                                                    1.9 S.J. Palmisano
                                                    1.10 J.E. Spero
                                                    1.11 S. Taurel
                                                    1.12 C.M. Vest
                                                    1.13 L.H. Zambrano

                                                    PROPOSAL 2: Ratify Appointment of        Issuer           For      For
                                                    Independent Registered Public
                                                    Accounting Firm

                                                    PROPOSAL 3: Cumulative Voting            Security Holder  Against  Against

                                                    PROPOSAL 4: Pension and Retirement       Security Holder  Against  Against
                                                    Medical

                                                    PROPOSAL 5: Executive Compensation       Security Holder  Against  Against

                                                    PROPOSAL 6: Disclosure of Executive      Security Holder  Against  Against
                                                    Compensation

                                                    PROPOSAL 7: Offshoring                   Security Holder  Against  Against

                                                    PROPOSAL 8: China Business Principles    Security Holder  Against  Against

                                                    PROPOSAL 9: Political Contributions      Security Holder  Against  Against

                                                    PROPOSAL 10: Majority Voting for         Security Holder  Against  Against
                                                    Directors

                                                    PROPOSAL 11: Simple Majority Vote        Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
JOHNSON & JOHNSON      JNJ     478160104  04/27/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Mary S. Coleman
                                                    1.2 James G. Cullen
                                                    1.3 Robert J. Darretta
                                                    1.4 Michael M.E. Johns
                                                    1.5 Ann D. Jordan
                                                    1.6 Arnold G. Langbo
                                                    1.7 Susan L. Lindquist
                                                    1.8 Leo F. Mullin
                                                    1.9 Christine A. Poon
                                                    1.10 Charles Prince
                                                    1.11 Steven S. Reinemund
                                                    1.12 David Satcher
                                                    1.13 William C. Weldon

                                                    PROPOSAL 2: Approval of Amendments to    Issuer           For      For
                                                    the Restated Certificate of
                                                    Incorporation

                                                    PROPOSAL 3: Ratification of              Issuer           For      For
                                                    Appointment of PricwaterhouseCoopers
                                                    as Independent Registered Public
                                                    Accounting Firm

                                                    PROPOSAL 4: Charitable Contributions     Security Holder  Against  Against

                                                    PROPOSAL 5: Majority Voting              Security Holder  Against  Against
                                                    Requirements for Director Nominees






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
JP MORGAN CHASE & CO.  JPM     46625H100  05/16/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 John H. Biggs
                                                    1.2 Stephen B. Burke
                                                    1.3 James S. Crown
                                                    1.4 James Dimon
                                                    1.5 Ellen V. Futter
                                                    1.6 William H. Gray, III
                                                    1.7 William B. Harrison, Jr.
                                                    1.8 Laban P. Jackson, Jr.
                                                    1.9 John W. Kessler
                                                    1.10 Robert I. Lipp
                                                    1.11 Richard A. Manoogian
                                                    1.12 David C. Novak
                                                    1.13 Lee R. Raymond
                                                    1.14 William C. Weldon

                                                    PROPOSAL 2: Appointment of Independent   Issuer           For      For
                                                    Registered Public Accounting Firm

                                                    PROPOSAL 3: Stock Options                Security Holder  Against  Against

                                                    PROPOSAL 4: Performance-Based            Security Holder  Against  Against
                                                    Restricted Stock

                                                    PROPOSAL 5: Separate Chairman            Security Holder  Against  Against

                                                    PROPOSAL 6: Sexual Orientation           Security Holder  Against  Against

                                                    PROPOSAL 7: Special Shareholder          Security Holder  Against  Against
                                                    Meetings

                                                    PROPOSAL 8: Lobbying Priorities Report   Security Holder  Against  Against

                                                    PROPOSAL 9: Political Contributions      Security Holder  Against  Against
                                                    Report

                                                    PROPOSAL 10: Poison Pill                 Security Holder  Against  Against

                                                    PROPOSAL 11: Cumulative Voting           Security Holder  Against  Against

                                                    PROPOSAL 12: Bonus Recoupment            Security Holder  Against  Against

                                                    PROPOSAL 13: Overcommitted Directors     Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
MICROSOFT CORP.        MSFT     59418104  11/09/05  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 William H. Gates, III
                                                    1.2 Steven A. Ballmer
                                                    1.3 James I. Cash, Jr.
                                                    1.4 Dina Dublon
                                                    1.5 Raymond V. Gilmartin
                                                    1.6 Ann McLaughlin Korologos
                                                    1.7 David F. Marquardt
                                                    1.8 Charles H. Noski
                                                    1.9 Helmut Panke
                                                    1.10 John A. Shirley

                                                    PROPOSAL 2: Ratification of the          Issuer           For      For
                                                    Selection of Deloitte & Touche LLP as
                                                    the Company's Independent Auditor

PEPSICO, INC.          PEP     713448108  05/03/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 J.F. Akers
                                                    1.2 R.E. Allen
                                                    1.3 D. Dublon
                                                    1.4 V.J. Dzau
                                                    1.5 R.L. Hunt
                                                    1.6 A. Ibarguen
                                                    1.7 A.C. Martinez
                                                    1.8 I.K. Nooyi
                                                    1.9 S.S. Reinemund
                                                    1.10 S.P. Rockefeller
                                                    1.11 J.J. Schiro
                                                    1.12 F.A. Thomas
                                                    1.13 C.M. Trudell
                                                    1.14 D. Vasella
                                                    1.15 M.D. White

                                                    PROPOSAL 2: Approval of Independent      Issuer           For      For
                                                    Registered Public Accountants

                                                    PROPOSAL 3: Political Contributions      Security Holder  Against  Against

                                                    PROPOSAL 4: Charitable Contributions     Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
PFIZER, INC.           PFE     717081103  04/27/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Michael S. Brown
                                                    1.2 M. Anthony Burns
                                                    1.3 Robert N. Burt
                                                    1.4 W. Don Cornwell
                                                    1.5 William H. Gray III
                                                    1.6 Constance J. Horner
                                                    1.7 William R. Howell
                                                    1.8 Stanley O. Ikenberry
                                                    1.9 George A. Lorch
                                                    1.10 Henry A. McKinnell
                                                    1.11 Dana G. Mead
                                                    1.12 Ruth J. Simmon
                                                    1.13 William C. Steere, Jr.

                                                    PROPOSAL 2: Ratify the Appointment of    Issuer           For      For
                                                    KPMG LLP as Independent Registered
                                                    Public Accounting Firm for 2006

                                                    PROPOSAL 3: Amend Company's Restated     Issuer           For      For
                                                    Certificate of Incorporation to
                                                    Eliminate Supermajority Vote
                                                    Requirements and Fair Price Provision

                                                    PROPOSAL 4: Term Limits for Directors    Security Holder  Against  Against

                                                    PROPOSAL 5: Request for Report on        Security Holder  Against  Against
                                                    Pharmaceutical Price Restraint

                                                    PROPOSAL 6: Cumulative Voting            Security Holder  Against  Against

                                                    PROPOSAL 7: Separation of Roles of       Security Holder  Against  Against
                                                    Chairman and CEO

                                                    PROPOSAL 8: Political Contributions      Security Holder  Against  Against

                                                    PROPOSAL 9: Feasibility of Amending      Security Holder  Against  Against
                                                    Pfizer's Corporate Policy on Laboratory
                                                    Animal Care and Use






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
                                                    PROPOSAL 10: Justification for           Security Holder  Against  Against
                                                    Financial Contributions which Advance
                                                    Animal-Based Testing Methodologies






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
SCHLUMBERGER, LTD.     SLB     806857108  04/12/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 J. Deutch
                                                    1.2 J.S. Gorelick
                                                    1.3 A. Gould
                                                    1.4 T. Isaac
                                                    1.5 A. Lajous
                                                    1.6 A. Levy-Lang
                                                    1.7 M.E. Marks
                                                    1.8 D. Primat
                                                    1.9 T.I. Sandvold
                                                    1.10 N. Seydoux
                                                    1.11 L.G. Stuntz
                                                    1.12 R. Talwar

                                                    PROPOSAL 2: Adoption and Approval of     Issuer           For      For
                                                    Financials and Dividends

                                                    PROPOSAL 3: Adoption of Amendment to     Issuer           For      For
                                                    the Articles of Incorporation

                                                    PROPOSAL 4: Approval of Amendment and    Issuer           For      For
                                                    Restatement of the Schlumberger 2005
                                                    Stock Option Plan

                                                    PROPOSAL 5: Approval of Independent      Issuer           For      For
                                                    Registered Public Accounting Firm

THE HOME DEPOT, INC.   HD      437076102  05/25/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Gregory D. Brenneman
                                                    1.2 John L. Clendenin
                                                    1.3 Claudio X. Gonzalez
                                                    1.4 Milledge A. Hart, III
                                                    1.5 Bonnie G. Hill
                                                    1.6 Laban P. Jackson, Jr.
                                                    1.7 Lawrence R. Johnston
                                                    1.8 Kenneth G. Langone
                                                    1.9 Angelo R. Mozilo
                                                    1.10 Robert L. Nardelli
                                                    1.11 Thomas J. Ridge






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
                                                    PROPOSAL 2: Ratify the Appointment of    Issuer           For      For
                                                    KPMG LLP as Independent Registered
                                                    Public Accounting Firm for 2006

                                                    PROPOSAL 3: Committee Report             Security Holder  Against  Against

                                                    PROPOSAL 4: Employee Diversity Report    Security Holder  Against  Against
                                                    Disclosure

                                                    PROPOSAL 5: Chairman and CEO             Security Holder  Against  Against

                                                    PROPOSAL 6: Method of Voting for         Security Holder  Against  Against
                                                    Directors

                                                    PROPOSAL 7: Retirement Benefits          Security Holder  Against  Against

                                                    PROPOSAL 8: Political Contributions      Security Holder  Against  Against

                                                    PROPOSAL 9: Governing Documents          Security Holder  Against  Against

                                                    PROPOSAL 10: Political Nonpartisanship   Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
THE WALT DISNEY        DIS     254687106  03/10/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
COMPANY                                             1.1 John E. Bryson
                                                    1.2 John S. Chen
                                                    1.3 Judith L. Estrin
                                                    1.4 Robert A. Iger
                                                    1.5 Fred H. Langhammer
                                                    1.6 Aylwin B. Lewis
                                                    1.7 Monica C. Lozano
                                                    1.8 Robert W. Matschullat
                                                    1.9 George J. Mitchell
                                                    1.10 Leo J. O'Donovan, S.J.
                                                    1.11 John E. Pepper, Jr.
                                                    1.12 Orin C. Smith
                                                    1.12 Gary L. Wilson

                                                    PROPOSAL 2: Ratify the Appointment of    Issuer           For      For
                                                    PricewaterhouseCoopers as the Company's
                                                    Registered Public Accountants for 2006

                                                    PROPOSAL 3: Greenmail                    Security Holder  Against  Against

                                                    PROPOSAL 4: China Labor Standards        Security Holder  Against  Against






                       TICKER              MEETING                                                              VOTE    MGMT.
        ISSUER         SYMBOL  CUSIP NO.    DATE                  BALLOT ISSUE                 PROPOSED BY      CAST     REC.
        ------         ------  ---------  --------  ---------------------------------------  ---------------  -------  -------
                                                                                                  
WAL-MART STORES, INC.  WMT     931142103  06/02/06  PROPOSAL 1: Election of Directors        Issuer           For All  For
                                                    1.1 Aida M. Alvarez
                                                    1.2 James W. Breyer
                                                    1.3 M. Michele Burns
                                                    1.4 James I. Cash
                                                    1.5 Douglas N. Daft
                                                    1.6 David D. Glass
                                                    1.7 Roland A. Hernandez
                                                    1.8 H. Lee Scott, Jr.
                                                    1.9 Jack C. Shewmaker
                                                    1.10 Jim C. Walton
                                                    1.11 S. Robson Walton
                                                    1.12 Christopher J. Williams
                                                    1.13 Linda S. Wolf

                                                    PROPOSAL 2: Ratification of Independent  Issuer           For      For
                                                    Accountants

                                                    PROPOSAL 3: Humane Poultry Slaughter     Security Holder  Against  Against

                                                    PROPOSAL 4: Political Contributions      Security Holder  Against  Against

                                                    PROPOSAL 5: Director Election Majority   Security Holder  Against  Against
                                                    Vote Standard

                                                    PROPOSAL 6: Sustainability Report        Security Holder  Against  Against

                                                    PROPOSAL 7: Compensation Disparity

                                                    PROPOSAL 8: Equity Compensation Glass    Security Holder  Against  Against
                                                    Ceiling Report



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.

HOLLAND SERIES FUND, INC.


By: /s/ Michael F. Holland
    ---------------------------------
    Michael F. Holland
    President and Treasurer
    August 28, 2006