UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-08509

Buffalo Small Cap Fund, Inc.

(Exact name of registrant as specified in charter)

5420 West 61^st Place

Shawnee Mission, KS 66205

(Address of principal executive offices) (Zip code)

Kent W. Gasaway

5420 West 61^st Place

Shawnee Mission, KS 66205

(Name and address of agent for service)

(913) 384-1513

Registrant’s telephone number, including area code

Date of fiscal year end: March 31

Date of reporting period: June 30, 2004

Name of Fund:	Buffalo Small Cap Fund
Period:	July 1, 2003 - June 30, 2004
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ABERCROMBIE & FITCH CO. CL A	5/20/2004	587200	002896207	anf
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS
For		JOHN A. GOLDEN		Issuer
For		SETH R. JOHNSON
For		EDWARD F. LIMATO
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ADAPTEC INC	8/21/2003	1928250	00651F108	adpt
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		CARL J. CONTI		Issuer
For		VICTORIA L. COTTON
For		LUCIE J. FJELDSTAD
For		JOSEPH S. KENNEDY
For		ILENE H. LANG
For		ROBERT J. LOARIE
For		ROBERT N. STEPHENS
For		DOUGLAS E VAN HOUWELING
For	For	2. TO APPROVE AN AMENDMENT TO THE COMPANY'S 1986 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 5,000,000 TO A TOTAL OF 15,600,000.		Issuer
For	For	3. TO RATIFY AND APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ADVENT SOFTWARE	5/12/2004	42297	007974108	advs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JOHN H. SCULLY		Issuer
For		STEPHANIE G. DIMARCO
For		TERRY H. CARLITZ
For		JAMES P. ROEMER
For		WENDELL G. VAN AUKEN
For		WILLIAM F. ZUENDT
For	Against	02 . PROPOSAL TO APPROVE THE 2004 DIRECTOR OPTION PLAN AND RESERVE 600,000 SHARES FOR ISSUANCE THEREUNDER.		Issuer
For	Against	03 . PROPOSAL TO APPROVE THE AMENDED AND RESTATED 2002 STOCK PLAN.		Issuer
For	For	04 . PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2004		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN EAGLE OUTFITTERS	6/22/2004	1241168	02553E106	aeos
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
		DIRECTORS: You Voted: For all nominees. For JON P. DIAMOND For JAMES V. O'DONNELL For JANICE E. PAGE
	For	DIRECTORS:
For		JAMES V. O'DONNELL		Issuer
For		JON P. DIAMOND
For		JANICE E. PAGE
Against	Against	02 . IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK OPTIONS.		Security Holder
Against	Against	03 . IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER PROPOSAL REGARDING ADOPTION OF HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL LABOR ORGANIZATION CONVENTIONS.		Security Holder
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN MEDICAL SYS HLDGS	5/6/2004	1148780	02744M108	ammd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
Was Not Voted	For	Directors
		JAY GRAF		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERISTAR CASINOS INC	7/18/2003	1291693	03070Q101	asca
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		THOMAS M. STEINBAUER		Issuer
For		LESLIE NATHANSON JURIS
For	For	2.PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER TO 5,500,000.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ARGOSY GAMING CO	4/29/2004	1194850	040228108	agy
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		F. LANCE CALLIS		Issuer
For		JOHN B. PRATT, SR.
For		EDWARD F. BRENNAN
For	For	02 . IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AXCAN PHARMACEUTICAL	2/19/2004	969000	054923107	axca
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
Withhold		E. ROLLAND DICKSON		Issuer
Withhold		JACQUES GAUTHIER
For		LEON F. GOSSELIN
For		DANIEL LABRECQUE
For		LOUIS LACASSE
For		COLIN R. MALLET
For		DAVID W. MIMS
For		FRANCOIS PAINCHAUD
For		DR. CLAUDE SAURIOL
For		JEAN SAURIOL
For		MICHAEL M. TARNOW
For	For	2.APPOINTMENT OF RAYMOND CHABOT GRANT THORNTON AS AUDITORS OF THE COMPANY.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BORDERS GROUP INC	5/20/2004	1368800	099709107	bgp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		JOEL J. COHEN		Issuer
For		ROBERT F. DIROMUALDO
For		GREGORY P. JOSEFOWICZ
For		AMY B. LANE
For		VICTOR L. LUND
For		DR. EDNA GREENE MEDFORD
Against		GEORGE R. MRKONIC
For		LAWRENCE I. POLLOCK
For		BETH M. PRITCHARD
For	For	02 . APPROVAL OF THE COMPANY'S 2004 LONG-TERM INCENTIVE PLAN.		Issuer
For	For	03 . RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BOSTON PRIVATE FINL HOLDING	4/29/2004	544000	101119105	bpfh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		URSULA M. BURNS		Issuer
Withhold		MARYE ANNE FOX
For		N.J. NICHOLAS, JR.
For		JOHN E. PEPPER
For	For	02 . RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BRIGHT HORIZONS FAMILY SOLUTIONS	5/27/2004	374550	109195107	bfam
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		FRED K. FOULKES		Issuer
For		LINDA A. MASON
For		IAN M. ROLLAND
For		MARY ANN TOCIO
For		DAVID GERGEN
For	For	02 . AMENDMENT TO BRIGHT HORIZONS FAMILY SOLUTIONS, INC. CERTIFICATE OF INCORPORATION.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BRUNSWICK CORP	4/28/2004	803200	117043109	bc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		NOLAN D. ARCHIBALD		Issuer
For		JEFFREY L. BLEUSTEIN
For		GRAHAM H. PHILLIPS
For	For	02 . RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CAMBREX CORP	4/22/2004	1107150	132011107	cbm
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		For ROSINA B. DIXON		Issuer
For		ROY W. HALEY
For		LEON J. HENDRIX, JR.
For		ILAN KAUFTHAL
Against	For	02 . APPROVAL OF THE 2004 INCENTIVE PLAN
For	For	03 . RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CHARLES RIVER LABS	5/12/2004	864075	159864107	crl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JAMES C. FOSTER		Issuer
Withhold		ROBERT CAWTHORN
For		STEPHEN D. CHUBB
For		GEORGE E. MASSARO
For		GEORGE M. MILNE
For		DOUGLAS E. ROGERS
For		SAMUEL O. THEIR
For		WILLIAM H. WALTRIP
For	For	02 . PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 25, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
COACHMEN INDUSTRIES INC	4/29/2004	617063	189873102	coa
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		For ROBERT J. DEPUTY		Issuer
For		For EDWIN W. MILLER
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
COVANCE INC	4/29/2004	1233050	222816100	cvd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Director
For		ROBERT M. BAYLIS		Issuer
For		IRWIN LERNER
For	Against	02 . SHAREHOLDER PROPOSAL CONCERNING ANNUAL ELECTION OF DIRECTORS.		Security Holder
Abstain	For	03 . TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
DEVRY INC.	11/18/2003	1167700	251893103	dv
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		CHARLES A. BOWSHER		Issuer
For		ROBERT C. MCCORMACK
For		JULIA A. MCGEE
For		RONALD L. TAYLOR
For		CONNIE R. CURRAN
Against	For	2.APPROVAL OF THE 2003 DEVRY INC. STOCK INCENTIVE PLAN.		Issuer
For	For	3.RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
EDUCATION MANAGEMENT CORP	11/20/2003	104650	28139T101	edmc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		ROBERT H. ATWELL		Issuer
For		WILLIAM M. CAMPBELL III
For		FRIEDRICH TEROERDE
For	For	2.THE PROPOSED AMENDMENT AND RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION.		Issuer
Against	For	3.THE PROPOSAL TO ADOPT THE COMPANY'S 2003 INCENTIVE PLAN.		Issuer
For	For	4.THE PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC AUDITORS FOR THE COMPANY.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
EDWARDS A G INC	6/24/2004	431050	281760108	age
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		ROBERT L. BAGBY, DR.		Issuer
For		E. EUGENE CARTER
For		PETER B. MADOFF
For	For	02 . TO APPROVE THE A.G. EDWARDS, INC. 2004 PERFORMANCE PLAN FOR EXECUTIVES.		Issuer
For	For	03 . TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ELAN CORP PLC ADR	6/17/2004	2661000	284131208	5/17/2004
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	N/A	O1 . TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2003 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON.		N/A
Against	N/A	O2 . TO RE-ELECT MR. BRENDAN BOUSHEL WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		N/A
For	N/A	O3 . TO RE-ELECT MR. JOHN GROOM WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		N/A
Against	N/A	O4 . TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		N/A
For	N/A	O5 . TO RE-ELECT DR. DENNIS SELKOE WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		N/A
Against	N/A	O6 . TO RE-ELECT MR. DANIEL TULLY WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		N/A
For	N/A	O7 . TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.		N/A
Against	N/A	S8 . THAT THE BOARD OF DIRECTORS BE AUTHORISED TO ISSUE SHARE OPTIONS TO NON-EXECUTIVE DIRECTORS IN ACCORDANCE WITH THE TERMS OF THE ELAN CORPORATION, PLC 1996 CONSULTANT OPTION PLAN.		N/A
For	N/A	S9 . THAT THE ELAN CORPORATION, PLC 2004 RESTRICTED STOCK PLAN ("THE RSU PLAN") BE APPROVED AND ADOPTED.		N/A
For	N/A	S10 . THAT THE ELAN CORPORATION, PLC EMPLOYEE EQUITY PURCHASE PLAN ("THE ESPP") BE APPROVED AND ADOPTED.		N/A
Against	N/A	S11 . THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED TO ALLOT AND ISSUE ALL RELEVANT SECURITIES OF THE COMPANY.		N/A
Against	N/A	S12 . THAT THE AUTHORISED SHARE CAPITAL OF THE COMPANY BE INCREASED FROM 30,002,500 TO 33,502,500.		N/A
Against	N/A	S13 . THAT, SUBJECT TO THE PASSING OF RESOLUTION 12 IN THE NOTICE OF THIS MEETING, THE ARTICLES OF ASSOCIATION BE AMENDED.		N/A
Against	N/A	S14 . THAT, SUBJECT TO THE PASSING OF RESOLUTION 11 IN THE NOTICE OF THE MEETING, THE DIRECTORS BE AND ARE HEREBY EMPOWERED TO ALLOT SECURITIES FOR CASH.		N/A
For	N/A	S15 . THAT THE COMPANY AND/OR ANY SUBSIDIARY OF THE COMPANY BE AND IS HEREBY GENERALLY AUTHORIZED TO MAKE MARKET PURCHASES OF SHARES OF ANY CLASS OF THE COMPANY.		N/A
For	N/A	S16 . THAT THE RE-ISSUE PRICE RANGE AT WHICH ANY TREASURY SHARES FOR THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED OFF-MARKET SHALL BE THE MAXIMUM PRICE EQUAL TO 120 PER CENT OF THE RELEVANT PRICE; AND THE MINIMUM PRICE EQUAL TO 95 PER CENT OF THE RELEVANT PRICE.		N/A
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ETHAN ALLEN INTERIORS INC	11/17/2003	958150	297602104	eth
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		Frank G. Wisner		Issuer
For	For	2. Proposal to ratify KPMG LLP as independent auditors for the 2004 Fiscal Yr.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FAIRCHILD SEMICONDUCTOR INTL	5/4/2004	1693150	303726103	fcs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
Was not voted	For	Directors
For		Kirk P. Pond		Issuer
For		Joseph R. Martin
For		Charles P. Carinalli
For		Richard M. Cashin,Jr.
Against		Charles M. Clough
For		Robert F. Friel
For		Thomas L. Magnanti
For		Bryan R. Roub
For		Paul C. Schorr IV
For		Ronald W. Shelly
For		William N. Stout
Against	For	2. Proposal to amend and approve the Fairchild Semiconductor stock plan		Issuer
For	For	3. Proposal tp ratify the appointment of KPMG LLP as independent auditors for 2004		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FIRST HORIZON PHARMACEUTICAL	5/7/2004	1131550	32051K106	fhrx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		PATRICK P. FOURTEAU		Issuer
For		JON S. SAXE
Against	For	02 . APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE FIRST HORIZON PHARMACEUTICAL CORPORATION 2002 STOCK PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FIRSTSERVICE CORPORATION	6/23/2004	624900	33761N109	fsrv
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	01 . THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE CORPORATION AND THE AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.		Issuer
For	For	02 . THE RESOLUTION ELECTING THOSE NOMINEES AS DIRECTORS OF THE CORPORATION NAMED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.		Issuer
For	For	03 . APPROVING, RATIFYING AND CONFIRMING THE CREATION OF A NEW STOCK OPTION PLAN, ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FISHER SCIENTIFIC GROUP	6/28/2004	519875	338032204	fsh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS
For		MICHAEL D. DINGMAN		Issuer
For		CHARLES A. SANDERS M.D.
For		01 . ISSUANCE OF FISHER COMMON STOCK
For	For	03 . RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF FISHER FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.		Issuer
For	For	04 . ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GABELLI ASSET MANAGEMENT	5/11/2004	317850	36239Y102	gbl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		For EDWIN L. ARTZT		Issuer
For		R. C. AVANSINO, JR
For		JOHN C. FERRARA
For		JOHN D. GABELLI
For		MARIO J. GABELLI
For		KARL OTTO POEHL
For		ROBERT S. PRATHER, JR.
Withhold		FREDERIC V. SALERNO
Withhold		VINCENT S. TESE
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GALEN HOLDINGS	6/24/2004	1080069	363240102	galn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	N/A	01 . THAT THE NAME OF THE COMPANY BE CHANGED TO "WARNER CHILCOTT PLC"		Issuer
For	N/A	02 . THAT CLAUSE 1 OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY BE DELETED AND THAT A NEW CLAUSE 1 WITH THE WORDING "THE NAME OF THE COMPANY IS 'WARNER CHILCOTT PLC'" BE INSERTED IN SUBSTITUTION THEREFOR		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GALEN HOLDINGS	2/17/2004	1080069	363240102	galn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	N/A	1. To receive the accounts for the year ended 30 September 2003 together with the reports of the directors and auditors thereon.		Issuer
For	N/A	2. To approve the directors' remuneration report for the financial year ended 30 September 2003		Issuer
For	N/A	3.To declare a final dividend of 2.40P per ordinary share		Issuer
For	N/A	4.To Re-Elect Roger Boissonneault as a director		Issuer
For	N/A	5. To Re-Appoint Pricewaterhousecoopers LLP as auditors and to authorise the directors to fix the remuneration of the auditors		Issuer
For	N/A	6A. To adopt the 2004 Long Term incentive plan (The "Plan")		Issuer
For	N/A	6B. To approve the grant of share options under the plan.		Issuer
For	N/A	6C. To approve the grant of performance shares and/or performance share units under the plan.		Issuer
For	N/A	7.To authorise the directors to allot Relevant Sec. Pursuant to article 90 of the companies (Northern Ireland) order 1986		Issuer
For	N/A	8.To Empower the directors to allot equity securities pursuant to article 105 of the companies (Northern Ireland) order 1986.		Issuer
For	N/A	9. To grant authority for the company to make market purchases pf its own shares pursuant to article 176 of the companies (northern Ireland) order 1986.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GENTEX CORP	5/13/2004	694882	371901109	gntx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JOHN MULDER		Issuer
For		FREDERICK SOTOK
For		WALLACE TSUHA
Against	For	02 . PROPOSAL TO APPROVE THE GENTEX CORPORATION QUALIFIED STOCK OPTION PLAN.		Issuer
For	For	03 . PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK.		Issuer
For	For	04 . RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
INAMED CORP	7/11/2003	393084	453235103	imdc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		Nicholas Teti		Issuer
For		James Bolin
Withhold		Malcolm Currie
For		John Doyle
For		M.S. Rosenthal
For		Joy A. Amundson
For		Terry Vandewarker
For	For	2. Approval of the Amendment to the 2000 Employss Stock Purchase Plan (The "ESPP") To Increase the maximum addregate number of shares and to allow eligible employees to participate in the ESPP.		Issuer
Against	For	3. To Approve the 2003 Restricted Stock Plan.		Issuer
Against	For	4. To Approve the 2003 Outside Director Compensation Plan.		Issuer
For	For	5. To ratify the appointment of KPMG LLP as our Independent auditors for the fiscal year ending December 31, 2003.		Issuer
Abstain	For	6. Any other matters as may properly come before the meeting or any adjournment or opstponement thereof. As to these other matters, the undersigned hereby confers discretionary authority.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
INAMED CORP	5/27/2004	702626	453235103	imdc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		NICHOLAS L. TETI		For
For		JAMES E. BOLIN
For		M.R. CURRIE, PH.D.
For		JOHN C. MILES II
For		M.S. ROSENTHAL, M.D.
For		JOY A. AMUNDSON
For		TERRY E. VANDEWARKER
For
For	For	02 . APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $0.01, FROM 50,000,000 TO 100,000,000 SHARES.		Issuer
For	For	03 . TO APPROVE THE 2004 PERFORMANCE STOCK OPTION PLAN.		Issuer
For	For	04 . APPROVAL OF THE AMENDMENT TO THE 2003 RESTRICTED STOCK PLAN INCREASING THE SHARE RESERVE BY 150,000 SHARES.		Issuer
For	For	05 . TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.		Issuer
Abstain	For	06 . ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. AS TO THESE OTHER MATTERS, THE UNDERSIGNED HEREBY CONFERS DISCRETIONARY AUTHORITY.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ISLE OF CAPRI	10/10/2003	1040400	464592104	isle
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		BERNARD GOLDSTEIN		Issuer
For		ROBERT S. GOLDSTEIN
For		ALAN J. GLAZER
For		EMANUEL CRYSTAL
For		W. RANDOLPH BAKER
For		JEFFREY D. GOLDSTEIN
For	For	2.APPROVE AMENDMENT TO 2000 LONG-TERM STOCK INCENTIVE PLAN		Issuer
For	For	3.RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
J.JILL GROUP INC	6/4/2004	1253040	466189107	jill
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		BRETT D. HEFFES		Issuer
For		RUTH M. OWADES
For		JONATHAN P. WARD
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
Kroll	5/26/2004	640324	501049100	krol
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS
For		MICHAEL G. CHERKASKY		Issuer
For		SIMON V. FREAKLEY
For		RAYMOND E. MABUS
Withhold		JOSEPH R. WRIGHT
For	For	02 . APPROVAL OF THE KROLL INC. 2004 INCENTIVE COMPENSATION PLAN, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.		Issuer
For	For	03 . RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR KROLL FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
LAM RESEARCH CORP	11/6/2003	1035200	512807108	lrcx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JAMES W. BAGLEY		Issuer
For		DAVID G. ARSCOTT
For		ROBERT M. BERDAHL
For		RICHARD J. ELKUS, JR.
For		JACK R. HARRIS
For		GRANT M. INMAN
For	For	2. PROPOSAL TO APPROVE AMENDMENT OF LAM 1999 EMPLOYEE STOCK PURCHASE PLAN.		Issuer
Against	For	3.PROPOSAL TO APPROVE THE LAM 2004 EXECUTIVE INCENTIVE PLAN.		Issuer
For	For	4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
LEGG MASON INC	7/22/2003	97900	524901105	lm
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		Carl Bildt		Issuer
Withhold		Harry M. Ford, Jr.
For		John E. Koerner,III
For		Peter F. O'Malley
For		James E. Ukrop
For		Dennis R. Beresford
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MEDICS PHARMACEUTICAL CL A	11/19/2003	370350	584690309	mrx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		ARTHUR G. ALTSCHUL, JR.		Issuer
For		PHILIP S. SCHEIN, M.D.
For	For	2. TO APPROVE AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT INCREASES THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 50,000,000 SHARES TO 150,000,000 SHARES.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MENTOR CORPORATION MINN	9/10/2003	1094400	587188103	mntr
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		CHRISTOPHER J. CONWAY		Issuer
For		EUGENE G. GLOVER
For		WALTER W. FASTER
Withhold		MICHAEL NAKONECHNY
Withhold		RICHARD W. YOUNG
For		RONALD J. ROSSI
For		JEFFREY W. UBBEN
Against	For	2.APPROVE THE AMENDMENT OF THE COMPANY'S BYLAWS AS PREVIOUSLY AMENDED AND RESTATED, TO PROVIDE THAT THE NUMBER OF DIRECTORS SHALL BE ESTABLISHED BY RESOLUTION OF THE BOARD OF DIRECTORS.		Issuer
For	For	3.RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MICREL INC	5/27/2004	630300	594793101	mcrl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		RAYMOND D. ZINN		Issuer
For		WARREN H. MULLER
Withhold		LARRY L. HANSEN
For		GEORGE KELLY
For		DONALD LIVINGSTONE
For	For	02 . TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MKS INSTRUMENTS, INC	5/13/2004	1107193	55306N104	mksi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JAMES G. BERGES		Issuer
For		RICHARD S. CHUTE
Withhold		OWEN W. ROBBINS
Against	For	02 . TO APPROVE THE COMPANY'S 2004 STOCK INCENTIVE PLAN.		Issuer
Against	For	03 . TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 1997 DIRECTOR STOCK OPTION PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 300,000 SHARES TO 750,000 SHARES.		Issuer
For	For	04 . TO APPROVE AN AMENDMENT TO THE COMPANY'S SECOND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 700,000 SHARES TO 1,250,000 SHARES.		Issuer
For	For	05 . TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 75,000 SHARES TO 250,000 SHARES.		Issuer
For	For	06 . TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MONACO COACH CORP	5/18/2004	1268800	60886r103	mnc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		KAY L. TOOLSON		Issuer
For		L. BEN LYTLE
For		RICHARD A. ROUSE
For		DANIEL C. USTIAN
For	For	02 . PROPOSAL TO RE-APPROVE THE COMPANY'S EXECUTIVE VARIABLE COMPENSATION PLAN.		Issuer
For	For	03 . PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
NATIONAL INSTRUMENTS CORP	5/11/2004	529200	636518102	nati
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JAMES J. TRUCHARD		Issuer
For		CHARLES J. ROESSLEIN
For	For	02 . PROPOSAL TO AMEND AND RESTATE THE COMPANY'S 1994 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER 750,000 SHARES TO AN AGGREGATE OF 16,950,000 SHARES AND TO EXTEND THE TERMINATION DATE OF THE PLAN BY ONE YEAR TO 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ORBITZ INC - CLASS A	6/2/2004	662700	68556Y100	orbz
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		DENISE K. FLETCHER		Issuer
For	For	02 . APPROVAL OF KPMG LLP AS AUDITORS OF THE COMPANY FOR 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ORIENT EXPRESS HOTELS LTD CLASS A	6/7/2004	996750	G67743107	oeh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		JOHN D. CAMPBELL		Issuer
For		JAMES B. HURLOCK
For		J. ROBERT LOVEJOY
For		DANIEL J. O'SULLIVAN
For		GEORG R. RAFAEL
For		JAMES B. SHERWOOD
For		SIMON M.C. SHERWOOD
For	For	02 . APPROVAL OF 2004 STOCK OPTION PLAN.		Issuer
For	For	03 . APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITOR AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX AUDITOR'S REMUNERATION.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PENN NATIONAL GAMING INC	5/26/2004	1094530	707569109	penn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		ROBERT P. LEVY		Issuer
For		BARBARA Z. SHATTUCK
For	For	02 . TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP, AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PERFORMANCE FOOD GROUP CO.	5/19/2004	917400	713755106	pfgc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		Mary C.Doswell		Issuer
For		Fred C. Goad, Jr.
For		Robert C. Sledd
For	For	Amendment of the employee stock purchase plan.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PHARMACEUTICAL PRODUCT DEVELOPMENT	5/19/2004	1618153	717124101	ppdi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		STUART BONDURANT, M.D.		Issuer
For		FREDERICK FRANK
For		TERRY MAGNUSON, PH.D.
For		FREDRIC N. ESHELMAN
For		DAVID L. GRANGE
For		ERNEST MARIO, PH.D.
For		MARYE ANNE FOX
For		CATHERINE M. KLEMA
For		JOHN A. MCNEILL, JR.
Abstain	For	02 . IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PHOENIX COMPANIES INC	4/29/2004	971050	71902E109	pnx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JEAN S. BLACKWELL		Issuer
For		ARTHUR P. BYRNE		Issuer
For		ANN MAYNARD GRAY		Issuer
For		DONA D. YOUNG		Issuer
For	For	02 . RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PLEXUS	2/11/2004	1589422	729132100	plxs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		Stephen P Cortinovis		Issuer
For		David J. Drury
For		Dean A. Foate
For		John Nussbaum
For		Thomas J. Prosser
For		Charles M Strother
For		Jan K VerHagen
For	For	2. Ratification of PricewaterhouseCoopers LLP as Independent Auditors		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
QUINTILES TRANSNATIONAL CORP	9/25/2003	907200	748767100	qtrn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, AMONG QUINTILES, PHARMA SERVICES HOLDING, INC. AND PHARMA SERVICES ACQUISITION CORP., AS AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 18, 2003, AMONG THE SAME PARTIES, AND THE TRANSACTIONS CONTEMPLATED THEREBY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.		Issuer
For	For	2.GRANT THE PROXY HOLDERS THE AUTHORITY TO VOTE IN THEIR DISCRETION REGARDING A MOTION TO ADJOURN THE SPECIAL MEETING IF NECESSARY TO SATISFY THE CONDITIONS TO COMPLETING THE MERGER.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
RAYMOND JAMES FINANCIAL	2/12/2004	473250	754730109	rjf
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		ANGELA M. BIEVER		Issuer
For		JONATHAN A. BULKLEY
For		FRANCIS S. GODBOLD
For		H WILLIAM HABERMEYER JR
For		CHET HELCK
For		HARVARD H. HILL, JR.
For		THOMAS A. JAMES
For		PAUL W. MARSHALL
For		KENNETH A. SHIELDS
For		HARDWICK SIMMONS
For	For	2. PROPOSAL TO APPROVE INCENTIVE COMPENSATION CRITERIA FOR CERTAIN OF THE COMPANY'S EXECUTIVE OFFICERS.		Issuer
For	For	3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
RENT-A-CENTER INC	5/19/2004	872387	76009N100	rcii
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		MITCHELL E. FADEL		Issuer
For		PETER P. COPSES
For		MARY ELIZABETH BURTON
For	For	02 . APPROVE THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, AUTHORIZED TO BE ISSUED FROM 125,000,000 TO 250,000,000.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ROYAL CARIBBEAN	5/25/2004	1267500	V7780T103	rcl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	DIRECTORS:
For		TOR B. ARNEBERG		Issuer
For		WILLIAM L. KIMSEY
For		GERT W. MUNTHE
For		THOMAS J. PRITZKER
For	For	02 . APPROVAL OF THE AMENDED AND RESTATED 2000 STOCK AWARD PLAN.		Issuer
For	For	03 . RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SANDISK	5/20/2004	852200	80004C101	sndk
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		DR. ELI HARARI		Issuer
For		IRWIN FEDERMAN
For		JUDY BRUNER
For		MICHAEL E. MARKS
Withhold		DR. JAMES D. MEINDL
Withhold		ALAN F. SHUGART
For	For	02 . PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 2, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
TWEETER HOME ENTERTAINMENT GRP	1/15/2004	508938	901167106	twtr
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		JEFFREY STONE,		Issuer
For		JEFFREY BLOOMBERG
Against	For	2.APPROVE THE ADOPTION OF TWEETER'S 2004 LONG-TERM INCENTIVE PLAN.		Issuer
Against	For	3.APPROVE THE ISSUANCE OF WARRANTS, AND UNDERLYING SHARES OF TWEETER COMMON STOCK TO RETAILMASTERS, LLC.		Issuer
For	For	4.RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
UNITED NATURAL FOODS INC	12/3/2003	419964	911163103	unfi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		RICHARD ANTONELLI		Issuer
For		JOSEPH M. CIANCIOLO
For		STEPHEN H. TOWNSEND
For	For	2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE CORPORATION'S INDEPENDENT PUBLIC AUDITORS FOR FISCAL YEAR 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
W.P. STEWART AND CO.	5/7/2004	615350	G84922106	wpl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Direcors
For		W.Stewart		Issuer
For		J.Russel
For		A. King
For		H.Smith
For		H. Spangler
For		R. Spurling.
For	For	Establish the Size of the Board		Issuer
For	For	Re-Appointment of Independent Auditors		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WADDELL & REED FINANCIAL	4/28/2004	485600	930059100	wdr
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For		HENRY J. HERRMANN		Issuer
For		JAMES M. RAINES
For		WILLIAM L. ROGERS
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WILMINGTON TRUST CORP	4/15/2004	429250	971807102	wl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	Vote	Directors
For		CHARLES S. CROMPTON, JR		Issuer
For		R. KEITH ELLIOTT
For		STACEY J. MOBLEY
For		H. RODNEY SHARP, III
For	For	02 . APPROVAL OF 2004 EMPLOYEE STOCK PURCHASE PLAN.		Issuer
Against	For	03 . APPROVAL OF 2004 EXECUTIVE INCENTIVE PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WIND RIVER SYS INC	12/19/2003	2103317	973149107	wind
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
Against	For	1.TO APPROVE THE AMENDMENT OF WIND RIVER'S 1998 EQUITY INCENTIVE PLAN TO (I) INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED BY 1,900,000 SHARES AND (II) INCREASE THE MAXIMUM NUMBER OF SHARES OF THE COMMON STOCK THAT MAY BE ISSUED TO ANY EMPLOYEE IN ACCORDANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WMS INDUSTRIES INC	12/11/2003	852250	929297109	wms
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Director
For		LOUIS J. NICASTRO		Issuer
For		NORMAN J. MENELL
For		BRIAN R. GAMACHE
For		HAROLD H. BACH, JR.
For		WILLIAM C.BARTHOLOMAY
For		WILLIAM E. MCKENNA
For		DONNA B. MORE
For		NEIL D. NICASTRO
For		HARVEY REICH
For		DAVID M. SATZ JR.
For		IRA S. SHEINFELD .
For	For	2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL 2004.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ZALE CORP	11/6/2003	439550	988858106	zlc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	Directors
For	For	ROBERT J. DINICOLA		Issuer
For		MARY L. FORTE
For		J. GLEN ADAMS
For		A. DAVID BROWN
For		MARY E. BURTON
For		PETER P. COPSES
For		RICHARD C. MARCUS
Against	For	2. TO APPROVE THE ZALE CORPORATION 2003 STOCK INCENTIVE PLAN.		Issuer
For	For	3. TO APPROVE THE ZALE CORPORATION EXECUTIVE BONUS PLAN.		Issuer
For	For	4.TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2004.		Issuer

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.

Buffalo Small Cap Fund, Inc.

By (Signature and Title)* /s/ Kent W. Gasaway, President 

Date  8/26/2004  

* Print the name and title of each signing officer under his or her signature.