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  811-04704

Primary Trend Fund, Inc.

(Exact name of registrant as specified in charter)

3960 Hillside Drive, Delafield, WI  53018

(Address of principal executive offices)             (Zip code)

Arnold Investment Counsel, Inc., 3960 Hillside Drive, Delafield, WI  53018

(Name and address of agent for service)

Registrant's telephone number, including area code:   (262)303-4850

Date of fiscal year end:   June 30

Date of reporting period:   July 1, 2008 - June 30, 2009

Item 1. Proxy Voting Record

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.

(Registrant)   Primary Trend Fund, Inc.

By (Signature and Title)   /s/ Lilli Gust, Principal Executive Officer

Date   August 11, 2009

PROXY VOTING RECORD

Name of Fund:	The Primary Trend Fund
Period:	July 1, 2008 - June 30, 2009
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
Centex	7/10/08	5,000	152312104	CTX
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 3 Nominees		Issuer
For	For	2. Ratification of the appointment of independent registered public accounting firm for fiscal year 2009		Issuer
For	For	3. Approval of amended and restated Articles of Incorporation		Issuer
For	For	4. Approval of material terms of performance goals under 2003 Annual Incentive Compensation Plan		Issuer
For	For	5. Approval of material terms of performance goals under 2003 Equity Incentive Plan		Issuer
For	For	6. Approval of amendments to 2003 Equity Incentive Plan		Issuer
Against	Against	7. Stockholder proposal regarding climate change		Shareholder
Against	Against	8. Stockholder proposal regarding declassification of the board		Shareholder
Darden Restaurants, Inc.	9/12/08	10,000	237194105	DRI
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 11 Nominees		Issuer
For	For	2. Approve the amended Darden Restaurants, Inc. 2002 Stock Incentive Plan		Issuer
For	For	3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2009		Issuer
Unilever N.V.	10/29/2008	12,000	904784709	UN
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. Appoint Mr. P. Polman as an executive director		Issuer
Microsoft Corporation	11/19/08	30,000	594918104	MSFT
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1.-9. / DIRECTORS/All 9 Nominees		Issuer
For	For	10. Approval of material terms of performance criteria under the executive officer incentive plan		Issuer
For	For	11. Approval of amendments to the 1999 Stock Option Plan for non-employee directors		Issuer
For	For	12. Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor		Issuer
Against	Against	13. Shareholder Proposal - Adoption of policies on internet censorship		Shareholder
Against	Against	14. Shareholder Proposal - Establishment of board committee on human rights		Shareholder
Against	Against	15. Shareholder Proposal - Disclosure of charitable contributions		Shareholder
Intuit, Inc.	12/16/08	12,000	461202103	INTU
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 11 Nominees		Issuer
For	For	2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2009		Issuer
For	For	3. Approve the amendment to our 2005 Equity Incentive Plan		Issuer
Hormel Foods Corporation	1/27/09	7,000	440452100	HRL
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 13 Nominees		Issuer
For	For	2. Ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 25, 2009		Issuer
For	For	3. Approve the Hormel Foods Corporation 2009 Long-Term Incentive Plan		Issuer
For	For	4. Approve the Hormel Foods Corporation 2009 Nonemployee Director Deferred Stock Plan		Issuer
Against	Against	5. Approve a stockholder proposal regarding disclosure of greenhouse gas emissions caused by individual products via product packaging, if presented at the meeting		Shareholder
D.R. Horton, Inc.	1/29/09	38,000	23331A109	DHI
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 7 Nominees		Issuer
Against	Against	2. To vote on a stockholder  proposal concerning amending our Equal Employment Opportunity Policy		Stockholder
Against	Against	3. To vote on a stockholder proposal concerning majority vote standard for the election of directors		Stockholder
General Electric Company	4/22/09	30,000	369604103	GE
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	A1.-A15. DIRECTORS/All 15 Nominees		Issuer
For	For	B1. Ratification of KPMG		Issuer
Against	Against	C1. Cumulative Voting		Stockholder
Against	Against	C2. Executive compensation advisory vote		Stockholder
Against	Against	C3. Independent study regarding breaking up GE		Stockholder
Against	Against	C4. Dividend policy		Stockholder
Against	Against	C5. Shareholder vote on golden parachutes		Stockholder
KB Home	4/2/09	14,000	48666K109	KBH
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A.-1G. DIRECTORS/All 7 Nominees		Issuer
For	For	2. Ratify the appointment of Ernst & Young LLP as KB Home's independent registered public accounting firm		Issuer
For	For	3. Adopt the protective amendment to KB Home's restated Certificate of Incorporation		Issuer
For	For	4. Approve the successor rights plan		Issuer
For	For	5. Approve the annual incentive plan for executive officers		Issuer
Against	Against	6. Stockholder proposal relating to executive compensation		Shareholder
Against	Against	7. Stockholder proposal relating to an advisory vote on named executive officer compensation		Shareholder
Against	Against	8. Stockholder proposal relating to health care reform principles		Shareholder
United Technologies Corp.	4/8/09	6,000	913017109	UTX
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 14 Nominees		Issuer
For	For	2. Appointment of independent auditors		Issuer
Against	Against	3. Shareowner proposal: Offsets for foreign military sales		Shareholder
Pfizer	4/23/09	30,000	717081103	PFE
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1n. DIRECTORS/All 14 Nominees		Issuer
For	For	2. Ratify the selection of KPMG LLP as independent registered accounting firm for 2009		Issuer
For	For	3. Approve the Pfizer, Inc. 2004 Stock Plan, as amended and restated		Issuer
Against	Against	4. Shareholder proposal regarding Stock Options		Shareholder
Against	Against	5. Shareholder proposal regarding Advisory Vote on Executive Compensation		Shareholder
Against	Against	6. Shareholder proposal regarding cumulative voting		Shareholder
Against	Against	7. Shareholder proposal regarding special shareholder meetings		Shareholder
U.S. Bancorp	4/21/09	16,000	902973304	USB
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A-1H. DIRECTORS/All 8 Nominees		Issuer
For	For	2. Ratify selection of Ernst & Young LLP as independent auditor for the 2009 fiscal year		Issuer
For	For	3. Advisory vote to approve executive compensation program		Issuer
Citigroup, Inc.	4/21/09	23,000	172967101	C
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1n. DIRECTORS/All 14 Nominees		Issuer
For	For	2. Ratify the selection of KPMG LLP as Citi's independent registered accounting firm for 2009		Issuer
For	For	3. Approve the Citigroup 2009 Stock Incentive Plan		Issuer
For	For	4. Approve Citi's 2008 Executive Compensation		Issuer
Against	Against	5. Stockholder proposal requesting a report on prior governmental service of certain individuals		Shareholder
Against	Against	6. Stockholder proposal requesting a report on political contributions		Shareholder
Against	Against	7. Stockholder proposal requesting a report on predatory credit card practices		Shareholder
Against	Against	8. Stockholder proposal requesting that two candidates be nominated for each board position.		Shareholder
Against	Against	9. Stockholder proposal requesting a report on the Carbon Principles		Shareholder
Against	Against	10. Stockholder proposal requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment		Shareholder
Against	Against	11. Stockholder proposal requesting additional disclosure regarding Citi's compensation consultants		Shareholder
Against	Against	12. Stockholder proposal requesting that stockholders holding 10% or above have the right to call special shareholder meetings		Shareholder
Against	Against	13. Stockholder proposal requesting cumulative voting		Shareholder
Eli Lilly and Company	4/20/09	17,000	532457108	LLY
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 4 Nominees		Issuer
For	For	2. Ratification of the appointment by the Audit Committee of the Board of the Directors of Ernst & Young LLP as principal independent auditor for 2009		Issuer
For	For	3. Approve amendments to the Articles of Incorporation to provide for annual election of all directors		Issuer
For	For	4. Reapprove the material terms of performance goals for the Eli Lilly and Co. bonus Plan		Issuer
Against	Against	5. Proposal by shareholders requesting that the board eliminate all supermajority voting provisions from the Company's Articles of Incorporation and Bylaws		Shareholder
Against	Against	6. Proposal by shareholders requesting that the company amend its Articles of Incorporation to allow shareholders to amend the Company's Bylaws by majority vote		Shareholder
Against	Against	7. Proposal by shareholders requesting that the board of directors adopt a policy of asking shareholders to ratify the compensation of named executive officers at the annual meeting of shareholders		Shareholder
Wells Fargo & Company	4/28/09	22,000	949746101	WFC
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1s. DIRECTORS/All 19 Nominees		Issuer
For	For	2. Approve a non-binding advisory resolution regarding the compensation of the Company's named executives		Issuer
For	For	3. Ratify appointment of KPMG LLP as independent auditors for 2009		Issuer
For	For	4. Approve an amendment to the Company's Long-Term Incentive Compensation Plan		Issuer
Against	Against	5. Stockholder proposal regarding a By-Laws amendment to require an independent chairman		Shareholder
Against	Against	6. Stockholder proposal regarding a report on political contributions		Shareholder
Valero Energy	4/30/09	16,000	91913Y100	VLO
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A-1D. DIRECTORS/All 4 Nominees		Issuer
For	For	2. Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2009		Issuer
Against	Against	3. Stockholder proposal entitled, "Say-on-Pay"		Shareholder
Against	Against	4. Stockholder proposal entitled, "Stock Retention by Executives"		Shareholder
Against	Against	5. Stockholder proposal entitled, "Compensation Consultant Disclosures"		Shareholder
Against	Against	6. Stockholder proposal entitled, "Disclosure of Political Contributions/Trade Associations"		Shareholder
Alcoa, Inc.	5/8/09	20,000	013817101	AA
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 4 Nominees		Issuer
For	For	2. Ratify the independent auditor		Issuer
For	For	3. Approve 2009 Alcoa stock incentive plan		Issuer
Against	Against	4. Shareholder proposal: Simple majority vote		Shareholder
E.I. Du Pont Nemours & Co.	4/29/2009	15,000	263534109	DD
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1m. DIRECTORS/ALL 13 Nominees		Issuer
For	For	2. Ratification of independent public accounting firm		Issuer
Against	Against	3. Shareholder say on executive pay		Shareholder
Waste Management, Inc.	5/8/09	13,000	94106L109	WMI
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A-1H. DIRECTORS/All 8 Nominees		Issuer
For	For	2. Ratify the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2009		Issuer
For	For	3. Amend the Company's Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the Plan		Issuer
For	For	4. Approve the Company's 2009 Stock Incentive Plan		Issuer
Against	Against	5. Shareholder proposal relating to disclosure of political contributions, if properly presented at the meeting		Shareholder
Against	Against	6. Shareholder proposal to adopt simple majority vote, if properly presented at the meeting		Shareholder
3M Company	5/12/2009	3,000	88579Y101	MMM
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A-1J. DIRECTORS/All 10 Nominees		Issuer
For	For	2. Ratify the appointment of PriceWaterhouseCoopers, LLP as 3M's independent registered public accounting firm		Issuer
Against	Against	3. Stockholder proposal on special meetings		Shareholder
Against	Against	4. Stockholder proposal on the vesting of stock options and awards		Shareholder
Schlumberger Limited	4/8/09	7,000	806857108	SLB
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 11 Nominees		Issuer
For	For	2. Adopt and approve of financials and dividends		Issuer
Against	Against	3. Shareholder proposal regarding a stockholder advisory vote on named executive officer compensation		Shareholder
For	For	4. Approve of independent registered public accounting firm		Issuer
Intel Corporation	4/16/09	9,000	055622104	INTC
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	3. DIRECTORS/All 15 Nominees		Issuer
For	For	1. To receive the directors' annual report and accounts		Issuer
For	For	2. Approve the Directors' remuneration report		Issuer
For	For	18. Re-appoint Ernst & Young, LLP as auditors and authorize the board to fix their remuneration		Issuer
For	For	S19. Special resolution: To give limited authority for the purchase of its own shares by the Company		Issuer
For	For	20. To give limited authority to allot shares up to a specified amount		Issuer
For	For	S21. Special resolution: To give authority to allot a limited number of shares for cash free of pre-emption rights		Issuer
For	For	S22. Special resolution: To authorize the calling of general meetings (excluding annual general meetings) by notice of at least 14 clear days		Issuer

Johnson & Johnson	4/23/09	9,000	478160104	JNJ
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1j. DIRECTORS/All 10 Nominees		Issuer
For	For	2. Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm		Issuer
Against	Against	3. Shareholder proposal regarding advisory vote on executive compensation policies and disclosure		Shareholder
The Coca-Cola Company	4/22/09	9,000	191216100	KO
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1-14. DIRECTORS/All 14 Nominees		Issuer
For	For	2. Ratification of the appointment of Ernst & Young LLP as independent auditors		Issuer
Against	Against	16. Shareowner proposal regarding an advisory vote on executive compensation		Shareholder
Against	Against	17. Shareowner proposal regarding an independent board chair		Shareholder
Against	Against	18. Shareowner proposal regarding a board committee on human rights		Shareholder
Against	Against	19. Shareowner proposal regarding restricted stock		Shareholder
Unilever N.V	5/13/09	22,000	904784709	UN
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1-18. DIRECTORS/All 18 Nominees		Issuer
For	For	19. Appoint PriceWaterhouseCoopers Accountants N.V. as auditors for the 2009 financial year		Issuer
For	For	20. To designate the Board of Directors as the Company body authorized to issue shares in the Company		Issuer
For	For	21. To authorize the Board of Directors to purchase shares and depositary receipts in the Company		Issuer
For	For	22. To reduce the capital through cancellation of shares		Issuer
For	For	23A. Move to quarterly dividends.  To alter the Equalisation Agreement and the Articles of Association		Issuer
For	For	23B. Move to quarterly dividends. To approve to alter the Equalisation Agreement		Issuer
Kraft Foods, Inc.	5/20/09	25,000	50075N104	KFT
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1A-1J. DIRECTORS/All 10 Nominees		Issuer
For	For	2. Approval of the amended and restated 2005 performance incentive plan		Issuer
For	For`	3. Ratification of the selection of PriceWaterhouseCoopers,LLP as our independent auditors for the fiscal year ending 12/31/2009		Issuer
Against	Against	4. Shareholder proposal regarding special shareholder meetings		Shareholder
Aqua America, Inc.	5/8/09	13,333	03836W103	WTR
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 3 Nominees		Issuer
For	For	2. Approve the 2009 Omnibus Equity Compensation Plan		Issuer
For	For	3. Ratify appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2009 fiscal year		Issuer
Against	Against	4. Shareholder proposal regarding the preparation and publication of a sustainability report		Shareholder
JPMorgan Chase & Co.	5/19/2009	19,000	46625H100	JPM
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1k. DIRECTORS/All 11 Nominees		Issuer
For	For	2. Appointment of independent registered public accounting firm		Issuer
For	For	3. Advisory vote on executive compensation		Issuer
Against	Against	4. Governmental service report		Shareholder
Against	Against	5. Cumulative Voting		Shareholder
Against	Against	6. Special shareowner meetings		Shareholder
Against	Against	7. Credit card lending practices		Shareholder
Against	Against	8. Changes to KEPP		Shareholder
Against	Against	9. Share retention		Shareholder
Against	Against	10. Carbon principles report		Shareholder
Intel Corporation	5/20/09	30,000	458140100	INTC
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1k. DIRECTORS/All 11 Nominees		Issuer
For	For	2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year		Issuer
For	For	3. Amendment and extension of the 2006 Equity Incentive Plan		Issuer
For	For	4. Approval of an employee stock option exchange program		Issuer
For	For	5. Advisory vote on executive compensation		Issuer
Against	Against	6. Stockholder proposal: Cumulative voting		Shareholder
Against	Against	7. Stockholder proposal: Human right to water		Shareholder
The Home Depot, Inc.	5/28/09	25,000	437076102	HD
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1i. DIRECTORS/All 9 Nominees		Issuer
For	For	2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending January 31, 2010		Issuer
For	For	3. Amend the sixth article of the Company's Certificate of Incorporation to allow holders of at least 25% of shares of the Company's outstanding common stock to call a special meeting of shareholders		Issuer
Against	Against	4. Shareholder proposal regarding cumulative voting		Shareholder
Against	Against	5. Shareholder proposal regarding special shareholder meetings		Shareholder
Against	Against	6. Shareholder proposal regarding employment diversity report		Shareholder
Against	Against	7. Shareholder proposal regarding executive officer compensation		Shareholder
Against	Against	8. Shareholder proposal regarding energy use		Shareholder
Allstate	5/19/2009	5,000	020002101	ALL
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1a.-1j. DIRECTORS/All 10 Nominees		Issuer
For	For	2. Ratification of the appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2009		Issuer
For	For	3. Approval of the material terms of the annual Executive Incentive Plan		Issuer
For	For	4. Approval of the 2009 Equity Incentive Plan		Issuer
Against	Against	5. Stockholder proposal seeking the right to call special shareowner meetings		Shareholder
Against	Against	6. Stockholder proposal seeking an advisory resolution to ratify compensation of the named executive offices		Shareholder
Against	Against	7. Stockholder proposal seeking a report on political contributions and payments to trade associations and other tax exempt organizations		Shareholder
Continental Airlines, Inc.	6/10/09	10,000	210795308	CAL
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 9 Nominees		Issuer
For	For	2. Amendment of the 2004 Employee Stock Purchase Plan		Issuer
For	For	3. Ratification of appointment of independent registered public accounting firm		Issuer
Against	Against	4. Stockholder proposal related to discontinuing stock option grants to senior executives		Shareholder
Against	Against	5. Stockholder proposal related to reincorporating in North Dakota		Shareholder
Sony Corporation	6/19/09	8,000	835699307	SNE
Vote Cast	Management Vote	Proposal		Proposed by Issuer or Security Holder
For	For	1. DIRECTORS/All 15 Nominees		Issuer
For	For	2. To amend a part of the Articles of Incorporation		Issuer
For	For	3. To issue stock acquisition rights for the purpose of granting stock options		Issuer