UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                  Investment Company Act file number 811-09261
                  ---------------------------------------------

                                   Foxby Corp.
                  ---------------------------------------------
               (Exact name of registrant as specified in charter)

  11 Hanover Square, 12th Floor, New York, NY                   10005
--------------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip code)

                          Thomas B. Winmill, President
                                   Foxby Corp.
                          11 Hanover Square, 12th Floor
                               New York, NY 10005
                  ---------------------------------------------
                    (Name and address of agent for service)

Registrant's telephone number, including area code: 1-212-344-6310

Date of fiscal year end:    12/31


Date of reporting period: 07/01/07 - 06/30/08



Item 1. Proxy Voting Record

     The information contained herein discloses the following information for
each matter relating to a portfolio security considered at any shareholder
meeting held during the period covered by the report and with respect to which
the registrant was entitled to vote:

(a)  The name of the issuer of the portfolio security;

(b)  The exchange ticker symbol of the portfolio security;

(c)  The Council on Uniform Securities Identification Procedures ("CUSIP")
     number for the portfolio security;

(d)  The shareholder meeting date;

(e)  A brief identification of the matter voted on;

(f)  Whether the matter was proposed by the issuer or by a security holder;

(g)  Whether the registrant cast its vote on the matter;

(h)  How the registrant cast its vote; and

(i)  Whether the registrant cast its vote for or against management.



================================= FOXBY CORP. ==================================


AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David W. Kenny             For       For        Management
2     Elect Director Peter J. Kight             For       For        Management
3     Elect Director Frederic V. Salerno        For       For        Management
4     Ratify Auditors                           For       For        Management


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 3, 2008    Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates III       For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management


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BROWN & BROWN, INC.

Ticker:       BRO            Security ID:  115236101
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Hyatt Brown             For       For        Management
1.2   Elect Director Samuel P. Bell, III        For       For        Management
1.3   Elect Director Hugh M. Brown              For       For        Management
1.4   Elect Director J. Powell Brown            For       For        Management
1.5   Elect Director Bradley Currey, Jr.        For       For        Management
1.6   Elect Director Jim W. Henderson           For       For        Management
1.7   Elect Director Theodore J. Hoepner        For       For        Management
1.8   Elect Director Toni Jennings              For       For        Management
1.9   Elect Director Wendell S. Reilly          For       For        Management
1.10  Elect Director John R. Riedman            For       For        Management
1.11  Elect Director Jan E. Smith               For       For        Management
1.12  Elect Director Chilton D. Varner          For       For        Management
2     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan


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CHESAPEAKE ENERGY CORP.

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aubrey K. McClendon        For       For        Management
1.2   Elect Director Don Nickles                For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: DEC 4, 2007    Meeting Type: Annual
Record Date:  OCT 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Sallie L. Krawcheck        For       For        Management
1.5   Elect Director Alan (A.G.) Lafley         For       For        Management
1.6   Elect Director Judy C. Lewent             For       For        Management
1.7   Elect Director Klaus S. Luft              For       For        Management
1.8   Elect Director Thomas W. Luce, III        For       For        Management
1.9   Elect Director Alex J. Mandl              For       For        Management
1.10  Elect Director Michael A. Miles           For       For        Management
1.11  Elect Director Samuel A.  Nunn, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Stock Retention/Holding Period            Against   For        Shareholder
5     Declaration of Dividend                   Against   Against    Shareholder


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DIGITAL REALTY TRUST INC.

Ticker:       DLR            Security ID:  253868103
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Magnuson        For       For        Management
1.2   Elect Director Michael F. Foust           For       For        Management
1.3   Elect Director Laurence A. Chapman        For       For        Management
1.4   Elect Director Kathleen Earley            For       For        Management
1.5   Elect Director Ruann F. Ernst, Ph.D.      For       For        Management
1.6   Elect Director Dennis E. Singleton        For       For        Management
2     Ratify Auditors                           For       For        Management


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ENCANA CORPORATION

Ticker:       ECA            Security ID:  292505104
Meeting Date: APR 22, 2008   Meeting Type: Annual/Special
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Ralph S. Cunningham as Director     For       For        Management
1.2   Elect Patrick D. Daniel as Director       For       For        Management
1.3   Elect Ian W. Delaney as Director          For       For        Management
1.4   Elect Randall K. Eresman as Director      For       For        Management
1.5   Elect Claire S. Farley as Director        For       For        Management
1.6   Elect Michael A. Grandin as Director      For       For        Management
1.7   Elect Barry W. Harrison as Director       For       For        Management
1.8   Elect Dale A. Lucas as Director           For       For        Management
1.9   Elect Valerie A.A. Nielsen as Director    For       For        Management
1.10  Elect David P. O'Brien as Director        For       For        Management
1.11  Elect Jane L. Peverett as Director        For       For        Management
1.12  Elect Allan P. Sawin as Director          For       For        Management
1.13  Elect James M. Stanford as Director       For       For        Management
1.14  Elect Wayne G. Thomson as Director        For       For        Management
1.15  Elect Clayton H. Woitas as Director       For       For        Management
2     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Amend Stock Option Plan                   For       For        Management
4     Report on Establishing a Strategy for     Against   Against    Shareholder
      Incorporating Costs of Carbon into
      Long-Term Planning


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HANSEN NATURAL CORP.

Ticker:       HANS           Security ID:  411310105
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rodney C. Sacks           For       For        Management
1.2   Elect  Director Hilton H. Schlosberg      For       For        Management
1.3   Elect  Director Norman C. Epstein         For       For        Management
1.4   Elect  Director Benjamin M. Polk          For       For        Management
1.5   Elect  Director Sydney Selati             For       For        Management
1.6   Elect  Director Harold C. Taber, Jr.      For       For        Management
1.7   Elect  Director Mark S. Vidergauz         For       For        Management
2     Ratify Auditors                           For       For        Management


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INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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MAGINDUSTRIES CORP.

Ticker:       MAAFF          Security ID:  55917T102
Meeting Date: JUN 4, 2008    Meeting Type: Annual/Special
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Ernst & Young LLP as Auditors      For       For        Management
2     Elect Bryan Benitz,William B. Burton,     For       For        Management
      Stephane A. Rigny, Gerard Munera, Victor
      Wells, Gary E. German, Richard John
      Linnell and Moustapha Niasse as Directors
3     Approve Stock Option Plan                 For       For        Management
4     Approve Shareholder Rights Plan           For       For        Management


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METROGAS S.A.

Ticker:       MGS            Security ID:  591673207
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Designate Two Shareholders to Sign        For       Did Not    Management
      Minutes of Meeting                                  Vote
2     Accept Financial Statements and Statutory For       Did Not    Management
      Reports for Fiscal Year Ended Dec. 31,              Vote
      2007
3     Approve Allocation of Income for Fiscal   For       Did Not    Management
      Year Ended Dec. 31, 2007                            Vote
4     Approve Discharge of Management and       For       Did Not    Management
      Internal Statutory Auditors for Fiscal              Vote
      Year Ended Dec. 31, 2007
5     Approve Remuneration of Directors and     For       Did Not    Management
      Internal Statutory Auditors for Fiscal              Vote
      Year Ended Dec. 31, 2007
6     Approve Remuneration of Auditors for      For       Did Not    Management
      Fiscal Year Ended Dec. 31, 2007                     Vote
7     Elect Four Directors and Their Alternates For       Did Not    Management
      for Class B Shares                                  Vote
8     Elect One Member to Internal Statutory    For       Did Not    Management
      Auditors Committee and Alternate for                Vote
      Class B Shares
9     Elect External Auditors for Fiscal Year   For       Did Not    Management
      2008                                                Vote
10    Approve Budget of Audit Committee         For       Did Not    Management
                                                          Vote


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NGK INSULATORS LTD.

Ticker:       5333           Security ID:  J49076110
Meeting Date: JUN 27, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JY 11
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       Against    Management
2.13  Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       Against    Management


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PATTERSON  COS INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 10, 2007   Meeting Type: Annual
Record Date:  JUL 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Buck               For       For        Management
1.2   Elect Director Peter L. Frechette         For       For        Management
1.3   Elect Director Charles Reich              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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REUNION GOLD CORP.

Ticker:       RGD            Security ID:  76131P106
Meeting Date: SEP 14, 2007   Meeting Type: Annual/Special
Record Date:  AUG 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Loraine Altenweg           For       For        Management
1.2   Elect Director Leanne M. Baker            For       For        Management
1.3   Elect Director James A. Crombie           For       For        Management
1.4   Elect Director David A. Fennell           For       For        Management
1.5   Elect Director Vijay N.J. Kirpalani       For       For        Management
1.6   Elect Director D. Bruce McLeod            For       For        Management
1.7   Elect Director Peter B. Nixon             For       For        Management
2     Approve Raymond, Chabot, Grant, Thornton  For       For        Management
      LLP as Auditors and Authorize Board to
      Fix Remuneration of Auditors
3     Approval & Ratification of Rolling 10%    For       For        Management
      Stock Option Plan


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RIVERBED TECHNOLOGY, INC.

Ticker:       RVBD           Security ID:  768573107
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Kourey          For       For        Management
1.2   Elect Director Steven McCanne, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management


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SAFECO CORP.

Ticker:       SAF            Security ID:  786429100
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Brown            For       For        Management
1.2   Elect Director Kerry Killinger            For       For        Management
1.3   Elect Director Gary F. Locke              For       For        Management
1.4   Elect Director Gerardo I. Lopez           For       For        Management
1.5   Elect Director Charles R. Rinehart        For       For        Management
2     Ratify Auditors                           For       For        Management


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SURMODICS, INC.

Ticker:       SRDX           Security ID:  868873100
Meeting Date: JAN 28, 2008   Meeting Type: Annual
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at 10             For       For        Management
2.1   Elect  Director Kenneth H. Keller         For       For        Management
2.2   Elect  Director Robert C. Buhrmaster      For       For        Management


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T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward C. Bernard          For       For        Management
2     Elect Director James T. Brady             For       For        Management
3     Elect Director ) J. Alfred Broaddus, Jr.  For       For        Management
4     Elect Director Donald B. Hebb, Jr.        For       For        Management
5     Elect Director James A.C. Kennedy         For       For        Management
6     Elect Director Brian C. Rogers            For       For        Management
7     Elect Director Dr. Alfred Sommer          For       For        Management
8     Elect Director Dwight S. Taylor           For       For        Management
9     Elect Director Anne Marie Whittemore      For       For        Management
10    Increase Authorized Common Stock          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Other Business                            For       Against    Management


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TEXAS INSTRUMENTS, INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Adams             For       For        Management
2     Elect Director David L. Boren             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director David R. Goode             For       For        Management
6     Elect Director Pamela H. Patsley          For       For        Management
7     Elect Director Wayne R. Sanders           For       For        Management
8     Elect Director Ruth J. Simmons            For       For        Management
9     Elect Director Richard K. Templeton       For       For        Management
10    Elect Director Christine Todd Whitman     For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require Director Nominee Qualifications   Against   Against    Shareholder


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WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: JUN 2, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION OF DIRECTOR: ROBERT A. RAYNE     For       For        Management
8     Ratify Auditors                           For       For        Management


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WORTHINGTON INDUSTRIES INC.

Ticker:       WOR            Security ID:  981811102
Meeting Date: SEP 26, 2007   Meeting Type: Annual
Record Date:  AUG 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Kasich            For       For        Management
1.2   Elect  Director John P. Mcconnell         For       For        Management
1.3   Elect  Director Mary Schiavo              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation

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                                   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.

Foxby Corp.

By: /s/ John F. Ramirez
    ----------------------------
    John F. Ramirez, Chief Compliance Officer

Date: August 27, 2008