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


FORM N-Q


QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS 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
(Address of principal executive offices)
10005
(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: 9/30/05

Item 1. Schedule of Investments

September 30, 2005 (Unaudited)

Common Stocks - 96.84% Shares  Value



Cable & other Pay Television Services - 3.51%
Comcast Corp. (a) 7,600  $    223,288 


Converted Paper & Paperboard Products - 3.23%
3M Co. 2,800  205,408 


Fire, Marine & Casualty Insurance - 3.86%
PMA Capital Corp. - Class A (a) 28,000  245,840 


Industrial & Commercial Fans & Blowers & Air Purifing Equipment - 3.55%
Donaldson Co., Inc. 7,400  225,922 


Insurance Agents, Brokers & Services - 4.14%
Brown & Brown, Inc. 5,300  263,357 


In Vitro & In Vivo Diagnostic Substances - 4.62%
IDEXX Laboratories, Inc. (a) 4,400  294,272 


Jewelry, Precious Metal - 3.57%
Dundee Precious Metals, Inc. (a) 29,000  227,382 


Malt Beverages - 3.32%
Molson Coors Brewing Comp 3,300  211,233 


Mineral & Ores - 2.53%
Peru Copper, Inc. (a) 110,000  161,150 


Mining - 9.19%
Bolivar Gold Corp. (a) 40,000  87,541 
Desert Sun Mining Corp. (a) 37,500  67,500 
Gammon Lake Resources, Inc. (a) 35,000  285,250 
Jaguar Mining, Inc. (a) 50,000  144,322 

  584,613


Miscellaneous Business Services - 3.33%
Safety Intelligence Systems Corp. (a) (b) 75,000  212,145 


National Commercial Banks - 10.13%
MBNA Corp. 8,600  211,904 
U.S. Bancorp 7,700  216,216 
Wells Fargo & Co. 3,700  216,709 

  644,829


Natural Gas Distribution - 2.23%
Metrogas, Inc. (a) (c) 29,000  141,810 


Patent Owners & Lessors - 4.99%
SurModics, Inc. (a) 8,200  317,258 

Schedule of Investments - continued
September 30, 2005 (Unaudited)

Common Stocks - 96.84% - continued
Shares
Value
Radio & TV Broadcasting & Communications Equipment - 3.62%    
NTT DoCoMo, Inc. (c) 12,800  $      230,144 

Retail - Department Stores - 5.66%
The Neiman Marcus Group, Inc. - Class A (a) 3,600  359,820 

Retail - Drug Stores & Proprietary Stores - 4.17%
Walgreen Co. 6,100  265,045 

Retail - Variety Stores - 3.59%
Target Corp. 4,400  228,492 

Semiconductors & Related Devices - 3.84%
Intel Corp. 9,900  244,035 

Soap, Detergents, Cleaning Preparations, Perfumes, Cosmetics - 4.11%
Procter & Gamble Co. 4,400  261,624 

State Commercial Banks - 3.77%
State Street Corp. 4,900  239,708 

Wholesale - Farm Product Raw Materials - 2.11%
Alliance One International, Inc. 38,000  134,520 

Wholesale - Medical, Dental & Hospital Equipment & Supplies - 3.77%
Patterson Co. (a) 6,000  240,180 

TOTAL COMMON STOCKS (Cost $5,646,398) 6,162,075 

Warrants - 0.64%
Bolivar Gold Corp., 12/22/2009 20,000  8,789 
Desert Sun Mining Corp., 11/20/2008 9,375  5,412 
Jaguar Mining, 12/31/2007 25,000  18,094 
Peru Copper Inc., 3/18/06 55,000  8,250 

TOTAL WARRANTS (Cost $0) 40,545 

TOTAL INVESTMENTS (Cost $5,646,398) - 97.48% $    6,202,620

Cash and other assets less liabilities - 2.52% 160,109 

TOTAL NET ASSETS - 100.00% $   6,362,729 

(a) Non-income producing
(b) Security is not publicly traded. This security is valued by the Board of Directors and represents 3.33% of net assets.
(c) American Depositary Receipts

Tax Related
Unrealized appreciation $      737,063 
Unrealized depreciation (180,841)

Net unrealized appreciation $      556,222 

Aggregate cost of securities for income tax purposes $   5,646,398 

Securities valuation policies and other investment related disclosures are hereby incorporated by reference in the annual and semi-annual reports previously filed with the Securities and Exchange Commission on Form N-CSR.

Item 2. Controls and Procedures

(a) The Principal Executive Officer and Principal Financial Officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no significant changes in the registrant's internal control over financial reporting (as defined in Rule 30a- 3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3. Exhibits

(a) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

-2-

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.

FOXBY CORP.

By:/s/ Thomas B. Winmill
Thomas B. Winmill, President

Date: November 22, 2005

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 on the dates indicated.

By:/s/ Thomas B. Winmill
Thomas B. Winmill, President

Date: November 22, 2005

By:/s/ Thomas O'Malley
Thomas O'Malley, Chief Financial Officer

Date: November 22, 2005

EXHIBIT INDEX

(a) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)