UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21576 Stock Dividend Fund, Inc. (Exact name of registrant as specified in charter) 8150 N. Central Expressway #101 Dallas, Texas 75206 (Address of principal executive offices) Laura S. Adams 8150 N. Central Expressway #101 Dallas, Texas 75206 (Name and address of agent for service) Registrants telephone number, including area code: 800-704-6072 Date of fiscal year end: December 31 Date of Reporting Period: June 30, 2006 Item 1. Report to Shareholders. STOCK DIVIDEND FUND, INC. SEMI-ANNUAL REPORT JUNE 30, 2006 Stock Dividend Fund, Inc. 8150 N. central Expressway #101 Dallas, Texas 75206 1-800-704-6072 Dear shareholders of Stock Dividend Fund, Inc., The Fund ended the first six months of 2006 with a Net Asset Value per share of $21.88, up from a Net Asset Value per share of $21.05 at the beginning of the year. Total Net Assets were $2,654,210 at the beginning of the year and $3,574,990 as of June 30, 2006. For the period December 31, 2005 through June 30, 2006 the Fund's total return was 3.94% versus the S&P 500 of 2.73%. We look forward to completing another year with excellent absolute and relative returns utilizing our value strategy. Sincerely, Laura S. Adams President STOCK DIVIDEND FUND, INC. EXPENSES JUNE 30, 2006 As a shareholder of the Fund you incur ongoing costs including management fees and other operating expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period of December 31, 2005 to June 30, 2006. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,500 account value divided by $1,000 equals 8.5), then multiply this result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only. Expenses Paid Beginning Ending During Period* Account Value Account Value December 31, 2005 December 31, 2005 June 30, 2006 to June 30, 2006 ----------------- ------------- ----------------- Actual $ 1,000 $ 1,039.42 $ 4.30 Hypothetical** $ 1,000 $ 1,020.58 $ 4.26 *Expenses are equal to the Fund's annualized expense ratio of 0.85%, multiplied by the average account value over the period, multiplied by 181 days/365 days to reflect the one-half year period. ** Hypothetical return assumes 5% return before expenses. STOCK DIVIDEND FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES (Unaudited) JUNE 30, 2006 ASSETS Investment securities, at fair value(cost $3,438,234) $ 3,554,420 Cash 10,479 Dividends Earned		 12,430 Accrued Interest 3 ----------- Total assets 3,577,332 ----------- LABILITIES Advisory fees payable 2,343 ----------- Total liabilities 2,343 ----------- NET ASSETS - (Equivalent to $21.88 per share based on 163,393 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 3,574,990 ============ NET ASSETS CONSIST OF: Common stock				 $ 163 Paid-in capital 3,383,299 Net unrealized appreciation of investments 116,196 Undistributed net investment income 45,517 Undistributed net realized gain on investments 29,815 - ------------ Net assets $ 3,574,990 ============ See accompanying notes to these financial statements. STOCK DIVIDEND FUND, INC. SCHEDULE OF INVESTMENTS (Unaudited) JUNE 30, 2006 DESCRIPTION SHARES VALUE - ----------- ------ ------------ COMMON STOCKS - 99.42% Capital Goods - 17.39% Dow 4001 $ 156,159 Caterpiller 1160 86,397 Eastman Chemical 2649 143,046 Paccar 1635 134,691 PPG Industries 1539 101,574 -------- 621,867 Consumer Discretionary - 10.69%				-------- Polaris 2855 123,622 Supervalue 2700 82,890 Masco 2958 87,675 Whirlpool 1065 88,022 -------- 382,209 Consumer Staples - 21.09%				-------- Deluxe Corp 6724 117,536 Altria 1075 78,937 Gannett 2050 114,657 H&R Block 2298 54,830 U.S. Tobacco 4120 186,183 Universal Corp 5426 201,956 -------- 754,098 Energy - 8.35%						-------- Conoco/Phillips 1373 89,973 Chevron Texaco 981 60,881 Petro China 1366 147,487 -------- 298,341 Financial - 12.02%					-------- Bank of America 2090 100,529 First Horizon 1672 67,214 J.P. Morgan 1920 80,640 Washington Mutual 1703 77,623 XL Corp 1685 103,291 -------- 429,297 - - Continued - STOCK DIVIDEND FUND, INC. SCHEDULE OF INVESTMENTS, continued JUNE 30, 2006 DESCRIPTION SHARES VALUE - ----------- ------ ------------ Healthcare/Pharmaceutical - 7.07% Pfizer 5196 $ 121,950 Merck 3592 130,857 -------- 252,807 							-------- Technology/Telecommunications - 12.20% New Zealand Telecom 7825 155,639 Telefonos de Mexico 4400 91,652 Verizon 5641 188,917 -------- 436,208 -------- Utilities - 10.62% DTE Energy 2499 101,809 Texas Utilities 4646 277,784 -------- 379,594 -------- Total common stocks (cost $3,438,224) 3,554,420 							-------- SHORT-TERM INVESTMENTS - 0.29% Schwab Value Advantage Money Fund Bears interest at 4.5%	(cost $10,479) 10,479 -------- Total short-term investments (cost $10,479 ) 10,479 -------- Total investment securities - 99.72% (cost$3,448,703) 3,564,899 Other assets less liabilities - 0.28% 10,091 -------- Net assets - 100.00% $ 3,574,990 ============ See accompanying notes to these financial statements. STOCK DIVIDEND FUND, INC. STATEMENT OF OPERATIONS (Unaudited) FOR THE SIX MONTHS ENDED JUNE 30, 2006 INVESTMENT INCOME: Dividends $ 56,970 Interest 1,263 Accrued Interest 3 ------------ Total investment income 58,236 EXPENSES - Advisory fees 12,715 ---- Net investment income 45,521 ------------ GAINS ON INVESTMENTS - Net realized gain on investments 29,815 Net change in unrealized appreciation of securities 36,139 ------------ Net realized and unrealized gain on investments 65,954 - ------------ Net increase in net assets resulting from operations $ 111,475 ============ See accompanying notes to these financial statements. STOCK DIVIDEND FUND, INC. STATEMENT OF CHANGES IN NET ASSETS (Unaudited) Six Months Ended Year Ended June 30, 2006 Dec. 31, 2005 INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $ 45,521 $ 45,490 Net realized gain on investments 29,815 13,959 Net change in unrealized appreciation of securities 			 36,139 76,853 				----------- ------------ Net increase in net assets resulting from operations 111,475 136,302 DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income & realized gains 0 (59,449) ----------- ------------ Total Distributions 0 (59,449) CAPITAL SHARE TRANSACTIONS 809,299 2,073,343 ----------- ------------ TOTAL INCREASE IN NET ASSETS 920,774 2,150,196 NET ASSETS, beginning of period 2,654,210 504,014 ----------- ------------ NET ASSETS, end of period 3,574,990 $ 2,654,210 =========== ============ See accompanying notes to these financial statements. STOCK DIVIDEND FUND, INC. FINANCIAL HIGHLIGHTS PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD ENDING: (Unaudited) 6 Mo. Ended Year ended Year Ended 6/30/06 12/31/05 12/31/04 (a) -------- -------- -------- Net asset value, beginning of period $ 21.05 $ 20.19 $ 20.08 -------- -------- -------- Income from investment operations: Net investment income 0.34 0.48 .03 Net realized and unrealized gains(losses) on investments 0.49 0.86 .11 -------- -------- -------- Total income from investment operations		 0.83	 1.34	 .14 Less distributions from: net investment income 0.00 (0.37) (0.03) net realized gains 0.00 (0.11) (0.00) -------- -------- -------- Net asset value, end of period $ 21.88 $ 21.05 $ 20.19 ======== ======== ======== Total Return 3.94% 6.65% 0.68%(d) Net assets, end of period (000's omitted) $ 3,574 $ 2,654 $ 504 Ratio of expenses to average net assets (b) (c) 0.82% 0.85% 1.25%(a) Ratio of net investment income to average assets (b) 2.93% 2.60% 11.73% Portfolio turnover rate (annualized) 10.0% 32.85% 0.00% (a) Represents the period from December 27, 2004 (date investment operations commenced) through December 31, 2004. (b) Per share data has been annualized for period ending 6/30/06. (c) The Fund's actual expenses are calculated daily at 0.85% of net asset value (NAV). On 1/1/05, the expenses were reduced from 1.25% to 0.85% annually. (d) Total return for 2004 (4 days) is not annualized. See accompanying notes to these financial statements. STOCK DIVIDEND FUND, INC. NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Stock Dividend Fund, Inc. (the "Fund") was incorporated in the State of Texas on April 06, 2004 and is registered under the Investment Company Act of 1940 as a non-diversified, open-end management investment company. The investment objective of the Fund is to achieve growth and income by investing primarily in dividend paying common stocks. The Fund had no operations until June 11, 2004, when it sold 7,500 shares of its common stock to its original shareholder, Mrs. Laura S. Adams. Investment operations commenced on December 27, 2004. The effective date of the Fund's registration with the SEC was November 29, 2004. 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates. Security Valuation Securities listed on a national securities exchange or in the over- the-counter market are valued at the last quoted sales price on the day of valuation, or if no quoted sales price was reported on that date, the last quoted bid price. Short-term investments are valued at cost which approximates fair value. Securities for which quotations are not readily available are valued at their estimated fair value as determined in good faith by the Fund's Board of Directors. Securities Transactions and Investment Income Securities transactions are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Realized gains and losses are determined on a specific identification basis of the securities sold. Unrealized gains and losses resulting from the appreciation and depreciation of securities carrying values are included in the statements of operations. Distribution of Income and Gains The Fund declares and pays dividends annually from net investment income and from net realized gains, if any. Distributions from realized gains for book purposes may include short-term capital gains, which are included in ordinary income for tax purposes. STOCK DIVIDEND FUND, INC. NOTES TO FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Federal Income Taxes The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income, including any realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required. Net investment income (loss), net realized gains (losses) and the cost of investments in securities may differ for financial statement and income tax purposes. The character of distributions from net investment income or net realized gains may differ from their ultimate characterization for income tax purposes. At June 30, 2006, there were no material differences. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund. 3. CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund's $0.001 par value common stock were as follows: Period from December 31, 2005 through June 30, 2006 ------------------- Shares Amount Shares sold 37,314 $ 809,299 Shares issued in reinvestment of dividends	 0 0 ------ -------- Net increase 		 37,314 809,299 Beginning of period 126,079 2,574,153 ------ -------- End of period 163,393 $3,383,452 				 ======	 ======== 4. INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $1,061,743 and $152,058, respectively, for the period ended June 30, 2006. The aggregate cost of investment securities for federal income tax purposes was $3,438,234 as of June 30, 2006. STOCK DIVIDEND FUND, INC. NOTES TO FINANCIAL STATEMENTS 5. DISTRIBUTION TO SHAREHOLDERS On December 31, 2005 a distribution of $0.48 per share aggregating $59,449 was paid to the shareholders of record on that date from net investment income. There have been no distributions in 2006 as of June 30, 2006. 6. ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund and the Advisor are under common control and the existence of that control may create operating results and financial position significantly different than if they were autonomous. The Fund has entered into an agreement with Adams Asset Advisors, LLC (the "Advisor") to provide investment advisory services to the Fund. Laura S. Adams is the managing member of the Advisor and is an officer, director and shareholder of the Fund. Under the terms of the agreement, the Fund will pay the Advisor a monthly fee at the annual rate of 0.85% of the Fund's average daily net assets. The fee is computed daily and payable monthly. The Advisor has contractually agreed to pay all operating expenses of the Fund, except brokerage fees and commissions, interest, taxes and extraordinary expenses. The Advisor acts as the transfer agent for the Fund. Proxy Voting Information Stock Dividend Fund, Inc. management is responsible for exercising the voting rights associated with the securities held by the Fund. A description of our philosophy on fulfilling this responsibility is available without charge, upon request, by calling 1-800-704-6072. Board of Directors Information INDEPENDENT DIRECTORS Name and Age Position Term Principal Occupation Other Public Past five years Directorships - ------------------- -------- ---- --------------------- ------------- Vicky L. Hubbard Director 1 Yr Private investor Alpha Hedge Age 47 since 2000, Tech Co. Fund, Index Manager prior Plus Fund, Small Cap Value Fund Yolawnde F. Malone Director 1 Yr Tax Mngr-Tolleson Alpha Hedge Age 41 Wealth Mgmt, Self Emp Fund, Index Tax Consultant prior Plus Fund, Small Cap Value Fund Melissa D. Gordon, Director 1 Yr Pathologist, North Alpha Hedge M.D. Dallas Pathology Fund, Index Age 42 Plus Fund, Small Cap Value Fund INTERESTED DIRECTORS Laura S. Adams Director, 1 Yr President, Adams Alpha Hedge Age 45 President Asset Advisors and Fund, Index Secretary Index Plus Fund 2001, Plus Fund, Treasurer Private Investor Small Cap Prior Value Fund Item 2. Code of Ethics. The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to all officers and employees of the Fund. The registrant has not made any amendments to its code of ethics or granted any waivers or exceptions to the code during the covered period. Item 3. Audit Committee Financial Expert. The entire Board of Directors, in effect, acts as the audit committee. The Board has two financial experts serving on the Board. Laura Adams and Yolawnde Malone are the financial experts. Mrs. Adams is an "interested" Director and Mrs. Malone is an "independent" Director. Item 4. Principal Accountant fees and services. As part of the Registrants contract with the Investment Advisor of the Fund, the Investment Advisor is responsible for paying all accountant and related audit fees as part of the Advisory fee paid by the Fund. Item 5. Audit Committee of listed Registrants. (Not applicable for semi-annual reports) Item 6. Schedule of Investments. Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. Item 7. Disclosure of proxy voting policies and procedures for closed- end management investment companies. (Not applicable) Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not Applicable to open-end investment companies. Item 9. Purchase of equity securities by closed-end management investment companies. (Not applicable) Item 10. Submission of Matters to a vote of security holders. (None) Item 11. Controls and Procedures a) The Fund's president has concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. b) There were no significant changes or corrective actions with regard to deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 12. Exhibits. a) (1)Code of Ethics-Not applicable for semi-annual reports. (2)Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Attached b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Attached Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 and 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. Stock Dividend Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 8/17/06 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated. Stock Dividend Fund By /s/ Laura S. Adams - -------------------------------------- Laura S. Adams President Principal Executive Officer and Principal Financial Officer Date 8/17/06