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- 7068
                                                                    -----------
                                  DREYFUS BALANCED FUND, INC.


                       (Exact name of registrant as specified in charter)

                                  c/o The Dreyfus Corporation
                                        200 Park Avenue
                                    New York, New York 10166


                      (Address of principal executive offices) (Zip code)

                                      Mark N. Jacobs, Esq.
                                        200 Park Avenue
                                    New York, New York 10166


                            (Name and address of agent for service)

               Registrant's telephone number, including area code:(212) 922-6000

                                 Date of fiscal year end: 8/31

                      Date of reporting period: July 1, 2003-June 30, 2004

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ITEM 1.  PROXY VOTING RECORD




========================= DREYFUS BALANCED FUND, INC. ==========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director W. James McNerney, Jr.    For       For        Management
1.4   Elect  Director Kevin W. Sharer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       Against    Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 5, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Appoint Dennis F. Hightower, William L.   For       For        Management
      Kimsey, Robert I. Lipp, and Wulf von
      Schimmelmann as Directors
2     Approve KPMG LLP as Independent Auditors  For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Transact Other Business (Non-Voting)      None      None       Management


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AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Douglas Ford            For       For        Management
1.2   Elect Director James F. Hardymon          For       For        Management
1.3   Elect Director Paula G. Rosput            For       For        Management
1.4   Elect Director Lawrason D. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J.P. Belda          For       For        Management
1.2   Elect  Director Carlos Ghosn              For       For        Management
1.3   Elect  Director Henry B. Schacht          For       For        Management
1.4   Elect  Director Franklin A. Thomas        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Report on Pay Disparity                   Against   Against    Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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ALTERA CORP.

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Daane             For       For        Management
1.2   Elect  Director Robert W. Reed            For       For        Management
1.3   Elect  Director Charles M. Clough         For       For        Management
1.4   Elect  Director Robert J. Finocchio Jr    For       For        Management
1.5   Elect  Director Kevin Mcgarity            For       For        Management
1.6   Elect  Director Paul Newhagen             For       For        Management
1.7   Elect  Director William E. Terry          For       For        Management
1.8   Elect  Director Susan Wang                For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Option Expensing                  Against   For        Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Elizabeth E. Bailey       For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Louis C. Camilleri        For       For        Management
1.4   Elect  Director J. Dudley Fishburn        For       For        Management
1.5   Elect  Director Robert E. R. Huntley      For       For        Management
1.6   Elect  Director Thomas W. Jones           For       For        Management
1.7   Elect  Director Lucio A. Noto             For       For        Management
1.8   Elect  Director John S. Reed              For       For        Management
1.9   Elect  Director Carlos Slim Helu          For       For        Management
1.10  Elect  Director Stephen M. Wolf           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Product Warnings for Pregnant   Against   Against    Shareholder
      Women
4     Report on Health Risks Associated with    Against   Against    Shareholder
      Cigarette Filters
5     Political Contributions/Activities        Against   Against    Shareholder
6     Cease Use of Light and Ultra Light in     Against   Against    Shareholder
      Cigarette Marketing
7     Place Canadian Style Warnings on          Against   Against    Shareholder
      Cigarette Packaging
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       For        Management
1.2   Elect  Director Pei-Yuan Chia             For       For        Management
1.3   Elect  Director Marshall A. Cohen         For       For        Management
1.4   Elect  Director Willaim S. Cohen          For       For        Management
1.5   Elect  Director Martin S. Feldstein       For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Maurice R. Greenberg      For       For        Management
1.8   Elect  Director Carla A. Hills            For       For        Management
1.9   Elect  Director Frank J. Hoenemeyer       For       For        Management
1.10  Elect  Director Richard C. Holbrooke      For       For        Management
1.11  Elect  Director Donald P. Kanak           For       For        Management
1.12  Elect  Director Howard I. Smith           For       For        Management
1.13  Elect  Director Martin J. Sullivan        For       For        Management
1.14  Elect  Director Edmund S.W. Tse           For       For        Management
1.15  Elect  Director Frank G. Zarb             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   Against    Shareholder
7     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       For        Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   For        Shareholder


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ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry Barcus              For       For        Management
1.2   Elect  Director James L. Bryan            For       For        Management
1.3   Elect  Director James T. Hackett          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Adjourn Meeting                           For       Against    Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Nicholas M. Donofrio      For       For        Management
1.3   Elect  Director Alan R. Griffith          For       For        Management
1.4   Elect  Director Gerald L. Hassell         For       For        Management
1.5   Elect  Director Richard J. Kogan          For       For        Management
1.6   Elect  Director Michael J. Kowalski       For       For        Management
1.7   Elect  Director John A. Luke, Jr.         For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Paul Myners, CBE          For       For        Management
1.10  Elect  Director Robert C. Pozen           For       For        Management
1.11  Elect  Director Catherine A. Rein         For       For        Management
1.12  Elect  Director Thomas A. Renyi           For       For        Management
1.13  Elect  Director William C. Richardson     For       For        Management
1.14  Elect  Director Brian L. Roberts          For       For        Management
1.15  Elect  Director Samuel C. Scott III       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   Against    Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director John H. Bryan             For       For        Management
2.2   Elect  Director Stephen B. Burke          For       For        Management
2.3   Elect  Director James S. Crown            For       For        Management
2.4   Elect  Director James Dimon               For       For        Management
2.5   Elect  Director Maureen A. Fay            For       For        Management
2.6   Elect  Director Laban P. Jackson, Jr.     For       For        Management
2.7   Elect  Director John W. Kessler           For       For        Management
2.8   Elect  Director Robert I. Lipp            For       For        Management
2.9   Elect  Director Richard A. Manoogian      For       For        Management
2.10  Elect  Director David C. Novak            For       For        Management
2.11  Elect  Director John W. Rogers, Jr.       For       For        Management
2.12  Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
3     Ratify Auditors                           For       For        Management


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry P. Becton, Jr.       For       For        Management
1.2   Elect Director Edward F. DeGraan          For       For        Management
1.3   Elect Director James F. Orr               For       For        Management
1.4   Elect Director Margaretha af Ugglas       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Blanchard        For       For        Management
1.2   Elect  Director Armando M. Codina         For       For        Management
1.3   Elect  Director Leo F. Mullin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     Ratify Auditors                           For       For        Management


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


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C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Welters           For       For        Management
1.2   Elect  Director Tony L. White             For       For        Management
1.3   Elect  Director Theodore E. Martin        For       For        Management
1.4   Elect  Director Timothy M. Ring           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Ronald Dietz           For       For        Management
1.2   Elect  Director Lewis Hay, III            For       For        Management
1.3   Elect  Director Mayo A. Shattuck, III     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Baroness Hogg             For       For        Management
1.8   Elect  Director A. Kirk Lanterman         For       For        Management
1.9   Elect  Director Modesto A. Maidique       For       For        Management
1.10  Elect  Director John P. Mcnulty           For       For        Management
1.11  Elect  Director Peter Ratcliffe           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL PERIOD
      ENDED NOVEMBER 30, 2003.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC
      SHARES.


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Dillon            For       For        Management
1.2   Elect  Director Juan Gallardo             For       For        Management
1.3   Elect  Director William A. Osborn         For       For        Management
1.4   Elect  Director Gordon R. Parker          For       For        Management
1.5   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Report on Equipment Sales to Israel       Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       For        Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Gary C. Butler            For       For        Management
1.3   Elect  Director William A. Farlinger      For       For        Management
1.4   Elect  Director William M. Freeman        For       For        Management
1.5   Elect  Director Hon. Thomas H. Kean       For       For        Management
1.6   Elect  Director Edward J. Kelly, III      For       For        Management
1.7   Elect  Director Marianne Miller Parrs     For       For        Management
1.8   Elect  Director Jeffrey M. Peek           For       For        Management
1.9   Elect  Director John R. Ryan              For       For        Management
1.10  Elect  Director Peter J. Tobin            For       For        Management
1.11  Elect  Director Lois M. Van Deusen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       For        Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       For        Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert A. Allen          For       For        Management
1.2   Elect  Director Ronald W. Allen           For       For        Management
1.3   Elect  Director Cathleen P. Black         For       For        Management
1.4   Elect  Director Warren E. Buffett         For       For        Management
1.5   Elect  Director Douglas N. Daft           For       For        Management
1.6   Elect  Director Barry Diller              For       For        Management
1.7   Elect  Director Donald R. Keough          For       For        Management
1.8   Elect  Director Susan Bennett King        For       For        Management
1.9   Elect  Director Maria Elena Lagomasino    For       For        Management
1.10  Elect  Director Donald F. Mchenry         For       For        Management
1.11  Elect  Director Robert L. Nardelli        For       For        Management
1.12  Elect  Director Sam Nunn                  For       For        Management
1.13  Elect  Director J. Pedro Reinhard         For       For        Management
1.14  Elect  Director James D. Robinson III     For       For        Management
1.15  Elect  Director Peter V. Ueberroth        For       For        Management
1.16  Elect  Director James B. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Operational Impact of HIV/AIDS  For       For        Shareholder
      Pandemic
4     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Submit Executive Compensation to Vote     Against   For        Shareholder
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Implement China Principles                Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director C. Michael Armstrong      For       For        Management
1.3   Elect  Director Kenneth J. Bacon          For       For        Management
1.4   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       For        Management
1.7   Elect  Director J. Michael Cook           For       For        Management
1.8   Elect  Director Brian L. Roberts          For       For        Management
1.9   Elect  Director Ralph J. Roberts          For       For        Management
1.10  Elect  Director Dr. Judith Rodin          For       For        Management
1.11  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require Two-Thirds Majority of            Against   Against    Shareholder
      Independent Directors on Board
6     Political Contributions/Activities        Against   Against    Shareholder
7     Nominate Two Directors for every open     Against   Against    Shareholder
      Directorships
8     Limit Executive Compensation              Against   Against    Shareholder
9     Adopt a Recapitalization Plan             Against   For        Shareholder


- --------------------------------------------------------------------------------

COMMUNITY HEALTH SYSTEMS, INC.

Ticker:       CYH            Security ID:  203668108
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Larry Cash             For       For        Management
1.2   Elect  Director J. Anthony Forstmann      For       For        Management
1.3   Elect  Director Harvey Klein, M.D.        For       For        Management
1.4   Elect  Director H. Mitchell Watson, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Stephen L. Baum            For       For        Management
1.3   Elect Director Rodney F. Chase            For       For        Management
1.4   Elect Director Van B. Honeycutt           For       For        Management
1.5   Elect Director William R. Hoover          For       For        Management
1.6   Elect Director Leon J. Level              For       For        Management
1.7   Elect Director Thomas A. McDonnell        For       For        Management
1.8   Elect Director F. Warren McFarlan         For       For        Management
1.9   Elect Director James R. Mellor            For       For        Management
1.10  Elect Director William P. Rutledge        For       For        Management


- --------------------------------------------------------------------------------

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JAN 9, 2004    Meeting Type: Special
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry G. Cisneros         For       For        Management
1.2   Elect  Director Robert J. Donato          For       For        Management
1.3   Elect  Director Michael E. Dougherty      For       For        Management
1.4   Elect  Director Martin R. Melone          For       For        Management
1.5   Elect  Director Harley W. Snyder          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

CSX CORP.

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.E. Bailey               For       For        Management
1.2   Elect  Director R.L. Burrus, Jr.          For       For        Management
1.3   Elect  Director E.J. Kelly, III           For       For        Management
1.4   Elect  Director R.D. Kunisch              For       For        Management
1.5   Elect  Director S.J. Morcott              For       For        Management
1.6   Elect  Director D.M. Ratcliffe            For       For        Management
1.7   Elect  Director C.E. Rice                 For       For        Management
1.8   Elect  Director W.C. Richardson           For       For        Management
1.9   Elect  Director F.S. Royal, M.D.          For       For        Management
1.10  Elect  Director D.J. Shepard              For       For        Management
1.11  Elect  Director M.J. Ward                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   For        Shareholder


- --------------------------------------------------------------------------------

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director  Steven M. Rales          For       For        Management
1.2   Elect  Director  John T. Schwieters       For       For        Management
1.3   Elect  Director  Alan G. Spoon            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Develop Charter Language on Board         Against   Against    Shareholder
      Diversity


- --------------------------------------------------------------------------------

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Lane            For       For        Management
1.2   Elect  Director Antonio Madero B.         For       For        Management
1.3   Elect  Director Aulana L. Peters          For       For        Management
1.4   Elect  Director John R. Walter            For       For        Management


- --------------------------------------------------------------------------------

DELL INC.

Ticker:       DELL           Security ID:  247025109
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Miles           For       For        Management
1.2   Elect Director Alex J. Mandl              For       For        Management
1.3   Elect Director Morton L. Topfer           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Change Company Name                       For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J. P. Belda         For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director Curtis J. Crawford        For       For        Management
1.4   Elect  Director John T. Dillon            For       For        Management
1.5   Elect  Director Louisa C. Duemling        For       For        Management
1.6   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.7   Elect  Director Deborah C. Hopkins        For       For        Management
1.8   Elect  Director Lois D. Juliber           For       For        Management
1.9   Elect  Director Masahisa Naitoh           For       For        Management
1.10  Elect  Director William K. Reilly         For       For        Management
1.11  Elect  Director H. Rodney Sharp, III      For       For        Management
1.12  Elect  Director Charles M. Vest           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Adopt and Report on a Code of Corporate   Against   Against    Shareholder
      Conduct
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Winfried Bischoff         For       For        Management
1.3   Elect  Director Franklyn G. Prendergast   For       For        Management
1.4   Elect  Director Kathi P. Seifert          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Drug Pricing                    Against   Against    Shareholder


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2004    Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G.            For       For        Management
1.2   Elect Director C.F. Knight                For       For        Management
1.3   Elect Director G.A. Lodge                 For       For        Management
1.4   Elect Director R.L. Ridgway               For       For        Management
1.5   Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EXCO RESOURCES, INC.

Ticker:       EXCO           Security ID:  269279303
Meeting Date: JUL 29, 2003   Meeting Type: Special
Record Date:  JUN 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   Against    Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Against    Shareholder


- --------------------------------------------------------------------------------

FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen B. Ashley         For       For        Management
1.2   Elect  Director Kenneth M. Duberstein     For       For        Management
1.3   Elect  Director Thomas P. Gerrity         For       For        Management
1.4   Elect  Director Timothy Howard            For       For        Management
1.5   Elect  Director Ann Korologos             For       For        Management
1.6   Elect  Director Frederic V. Malek         For       For        Management
1.7   Elect  Director Donald B. Marron          For       For        Management
1.8   Elect  Director Daniel H. Mudd            For       For        Management
1.9   Elect  Director Anne M. Mulcahy           For       For        Management
1.10  Elect  Director Joe K. Pickett            For       For        Management
1.11  Elect  Director Leslie Rahl               For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director H. Patrick Swygert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


- --------------------------------------------------------------------------------

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joan E. Donoghue          For       For        Management
1.2   Elect  Director Michelle Engler           For       For        Management
1.3   Elect  Director Richard Karl Goeltz       For       For        Management
1.4   Elect  Director George D. Gould           For       For        Management
1.5   Elect  Director Henry Kaufman             For       For        Management
1.6   Elect  Director John B. Mccoy             For       For        Management
1.7   Elect  Director Shaun F. O'Malley         For       For        Management
1.8   Elect  Director Ronald F. Poe             For       For        Management
1.9   Elect  Director Stephen A. Ross           For       For        Management
1.10  Elect  Director Donald J. Schuenke        For       For        Management
1.11  Elect  Director Christina Seix            For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director Dennis D. Dammerman       For       For        Management
1.3   Elect  Director Ann M. Fudge              For       For        Management
1.4   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.5   Elect  Director Jeffrey R. Immelt         For       For        Management
1.6   Elect  Director Andrea Jung               For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
7     Report on PCB Clean-up                    Against   Against    Shareholder
8     Report on Foreign Outsourcing             Against   Against    Shareholder
9     Prepare Sustainability Report             Against   Against    Shareholder
10    Limit Composition of Management           Against   Against    Shareholder
      Development and Compensation Committee to
      Independent Directors
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Limit Awards to Executives                Against   Against    Shareholder
13    Limit Board Service for Other Companies   Against   Against    Shareholder
14    Separate Chairman and CEO Positions       Against   Against    Shareholder
15    Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder
16    Adopt a Retention Ratio for Executives    Against   Against    Shareholder
      and Directors
17    Require 70% to 80% Independent Board      Against   Against    Shareholder
18    Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Articles                            For       For        Management
3     Approve Hughes Split-Off                  For       For        Management
4     Approve GM/News Stock Sale                For       For        Management
5     Approve News Stock Acquisition            For       For        Management
6     Amend Articles                            For       For        Management


- --------------------------------------------------------------------------------

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas A. Berthiaume     For       For        Management
1.2   Elect  Director Henry E. Blair            For       For        Management
1.3   Elect  Director Gail K. Boudreaux         For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Increase Authorized Preferred Stock       For       Against    Management
6     Ratify Auditors                           For       For        Management
7     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       For        Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Steven Crown           For       For        Management
1.2   Elect  Director David Michels             For       For        Management
1.3   Elect  Director John H. Myers             For       For        Management
1.4   Elect  Director Donna F. Tuttle           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Incentive Bonus Plan              For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder
6     Require Majority of Independent Directors Against   Against    Shareholder
      on Board


- --------------------------------------------------------------------------------

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Robert L. Nardelli        For       For        Management
1.10  Elect  Director Roger S. Penske           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Performance- Based/Indexed Options        Against   Against    Shareholder
6     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
7     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Howard           For       For        Management
1.2   Elect  Director Bruce Karatz              For       For        Management
1.3   Elect  Director Russell E. Palmer         For       For        Management
1.4   Elect  Director Ivan G. Seidenberg        For       For        Management
1.5   Elect  Director Eric K. Shinseki          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
6     Report on Pay Disparity                   Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder


- --------------------------------------------------------------------------------

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Aldinger       For       For        Management
1.2   Elect  Director Michael J. Birck          For       For        Management
1.3   Elect  Director Marvin D. Brailsford      For       For        Management
1.4   Elect  Director James R. Cantalupo        For       For        Management
1.5   Elect  Director Susan Crown               For       For        Management
1.6   Elect  Director Don H. Davis, Jr.         For       For        Management
1.7   Elect  Director W. James Farrell          For       For        Management
1.8   Elect  Director Robert C. McCormack       For       For        Management
1.9   Elect  Director Robert S. Morrison        For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   For        Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martha F. Brooks          For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director Robert D. Kennedy         For       For        Management
1.4   Elect  Director W. Craig McClelland       For       For        Management
1.5   Elect  Director Robert M. Amen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 13, 2004   Meeting Type: Annual
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William D. Morean          For       For        Management
1.2   Elect Director Thomas A. Sansone          For       For        Management
1.3   Elect Director Timothy L. Main            For       For        Management
1.4   Elect Director Lawrence J. Murphy         For       For        Management
1.5   Elect Director Mel S. Lavitt              For       For        Management
1.6   Elect Director Steven A. Raymund          For       For        Management
1.7   Elect Director Frank A. Newman            For       For        Management
1.8   Elect Director Laurence S. Grafstein      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       For        Management
1.5   Elect  Director M. Judah Folkman          For       For        Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  NOV 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Barnett          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Jeffrey A. Joerres         For       For        Management
1.4   Elect Director Richard F. Teerlink        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Amend Restricted Stock Plan               For       For        Management


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   Against    Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.a   Elect Director H. Raymond Bingham         For       For        Management
1.b   Elect Director Robert T. Bond             For       For        Management
1.c   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.d   Elect Director Michael E. Marks           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis C. Camilleri        For       For        Management
1.2   Elect  Director Roger K. Deromedi         For       For        Management
1.3   Elect  Director Dinyar S. Devitre         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Betsy D. Holden           For       For        Management
1.6   Elect  Director John C. Pope              For       For        Management
1.7   Elect  Director Mary L. Schapiro          For       For        Management
1.8   Elect  Director Charles R. Wall           For       For        Management
1.9   Elect  Director Deborah C. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LAMAR ADVERTISING COMPANY

Ticker:       LAMR           Security ID:  512815101
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anna Reilly Cullinan      For       For        Management
1.2   Elect  Director John Maxwell Hamilton     For       For        Management
1.3   Elect  Director Robert M. Jelenic         For       For        Management
1.4   Elect  Director Charles W. Lamar, III     For       For        Management
1.5   Elect  Director Stephen P. Mumblow        For       For        Management
1.6   Elect  Director Thomas V. Reifenheiser    For       For        Management
1.7   Elect  Director Kevin P. Reilly, Jr.      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       For        Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Berick           For       For        Management
1.2   Elect  Director Benjamin R. Civiletti     For       For        Management
1.3   Elect  Director Bruce L. Hammonds         For       For        Management
1.4   Elect  Director William L. Jews           For       For        Management
1.5   Elect  Director Randolph D. Lerner        For       For        Management
1.6   Elect  Director Stuart L. Markowitz       For       For        Management
1.7   Elect  Director William B. Milstead       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Joseph W. Prueher         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: NOV 21, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director James W. Bagley            For       For        Management
1.3   Elect Director Robert A. Lothrop          For       For        Management
1.4   Elect Director Thomas T. Nicholson        For       For        Management
1.5   Elect Director Gordon C. Smith            For       For        Management
1.6   Elect Director William P. Weber           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       For        Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       For        Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       For        Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

NATIONAL CITY CORP.

Ticker:       NCC            Security ID:  635405103
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Barfield          For       For        Management
1.2   Elect  Director James S. Broadhurst       For       For        Management
1.3   Elect  Director John W. Brown             For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director David A. Daberko          For       For        Management
1.6   Elect  Director Joseph T. Gorman          For       For        Management
1.7   Elect  Director Bernadine P. Healy        For       For        Management
1.8   Elect  Director Paul A. Ormond            For       For        Management
1.9   Elect  Director Robert A. Paul            For       For        Management
1.10  Elect  Director Gerald L. Shaheen         For       For        Management
1.11  Elect  Director Jerry Sue Thornton        For       For        Management
1.12  Elect  Director Morry Weiss               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NATIONAL SEMICONDUCTOR CORP.

Ticker:       NSM            Security ID:  637640103
Meeting Date: SEP 26, 2003   Meeting Type: Annual
Record Date:  AUG 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian L. Halla             For       For        Management
1.2   Elect Director Steven R. Appleton         For       For        Management
1.3   Elect Director Gary P. Arnold             For       For        Management
1.4   Elect Director Richard J. Danzig          For       For        Management
1.5   Elect Director Robert J. Frankenberg      For       For        Management
1.6   Elect Director E. Floyd Kvamme            For       For        Management
1.7   Elect Director Modesto A. Maidique        For       For        Management
1.8   Elect Director Edward R. Mccracken        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEETS.
2     APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       For        Management
      SHARE.
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4.1   Elect  Director Paul J. Collins           For       For        Management
4.2   Elect  Director Georg Ehrnrooth           For       For        Management
4.3   Elect  Director Bengt Holmstrom           For       For        Management
4.4   Elect  Director Per Karlsson              For       For        Management
4.5   Elect  Director Jorma Ollila              For       For        Management
4.6   Elect  Director Marjorie Scardino         For       For        Management
4.7   Elect  Director Vesa Vainio               For       For        Management
4.8   Elect  Director Arne Wessberg             For       For        Management
5     Ratify Auditors                           For       For        Management
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
7     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO INCREASE THE SHARE CAPITAL OF
      THE COMPANY.
8     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO REPURCHASE NOKIA SHARES.
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE
      COMPANY.
10    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF
      NOKIA CORPORATION.
11    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCR


- --------------------------------------------------------------------------------

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2003.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       For        Management
      OF DIRECTORS.
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       For        Management
      NOVARTIS AG AS PER BALANCE SHEET AND
      DECLARATION OF DIVIDEND.
4     CONVERSION OF GENERAL RESERVES INTO FREE  For       For        Management
      RESERVES.
5     REDUCTION OF SHARE CAPITAL.               For       For        Management
6     FURTHER SHARE REPURCHASE PROGRAM.         For       For        Management
7     AMENDMENT TO THE ARTICLES OF              For       For        Management
      INCORPORATION.
8     ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF PROF. DR. HELMUT SIHLER
      FOR A THREE-YEAR TERM.
9     ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR
      A THREE-YEAR TERM.
10    ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A
      THREE-YEAR TERM.
11    Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Harry C. Stonecipher      For       For        Management
1.3   Elect  Director Harold A. Wagner          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Deferred Compensation Plan          For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

PETSMART

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara A. Munder         For       For        Management
1.2   Elect  Director Thomas G. Stemberg        For       For        Management
1.3   Elect  Director Nancy J. Pedot            For       For        Management
1.4   Elect  Director Jeffery W. Yabuki         For       For        Management
1.5   Elect  Director Rita V. Foley             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Berges           For       For        Management
1.2   Elect  Director Erroll B. Davis, Jr.      For       For        Management
1.3   Elect  Director Victoria F. Haynes        For       For        Management
1.4   Elect  Director Allen J. Krowe            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alejandro Achaval         For       For        Management
1.2   Elect  Director Ronald L. Kuehn, Jr.      For       For        Management
1.3   Elect  Director H. Mitchell Watson, Jr.   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stockholder Protection Rights     For       For        Management
      Agreement


- --------------------------------------------------------------------------------

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Declassify the Board of Directors         Against   For        Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder


- --------------------------------------------------------------------------------

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles Coker             For       For        Management
1.2   Elect  Director Robert McGehee            For       For        Management
1.3   Elect  Director E. Marie McKee            For       For        Management
1.4   Elect  Director Peter Rummell             For       For        Management
1.5   Elect  Director Jean Wittner              For       For        Management
2     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       For        Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

ROCKWELL COLLINS, INC.

Ticker:       COL            Security ID:  774341101
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald R. Beall            For       For        Management
1.2   Elect Director Richard J. Ferris          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SAP AG

Ticker:       SZXP10         Security ID:  803054204
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RESOLUTION ON THE APPROPRIATION OF THE    For       For        Management
      RETAINED EARNINGS OF THE FISCAL YEAR 2003
2     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE EXECUTIVE BOARD IN THE FISCAL
      YEAR 2003
3     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE SUPERVISORY BOARD IN THE
      FISCAL YEAR 2003
4     Ratify Auditors                           For       For        Management
5     RESOLUTION ON ADJUSTMENTS TO SECTION 4 OF For       For        Management
      THE ARTICLES OF ASSOCIATION
6     RESOLUTION ON THE AUTHORIZATION TO        For       For        Management
      ACQUIRE AND USE TREASURY SHARES
7     RESOLUTION ON THE AUTHORIZATION TO USE    For       Against    Management
      EQUITY DERIVATIVES IN CONNECTION WITH THE
      ACQUISITION OF TREASURY SHARES


- --------------------------------------------------------------------------------

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Barnes           For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director John B. McCoy             For       For        Management
1.4   Elect  Director S. Donley Ritchey         For       For        Management
1.5   Elect  Director Joyce M. Roche            For       For        Management
1.6   Elect  Director Patricia P. Upton         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws                              For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Change Size of Board of Directors         Against   Against    Shareholder


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SIEBEL SYSTEMS, INC.

Ticker:       SEBL           Security ID:  826170102
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Scott Hartz            For       For        Management
1.2   Elect  Director Charles R. Schwab         For       For        Management
1.3   Elect  Director George T. Shaheen         For       For        Management
1.4   Elect  Director John W. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Abstain   For        Shareholder


- --------------------------------------------------------------------------------

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director Dorrit J. Bern            For       For        Management
1.3   Elect  Director Francis S. Blake          For       For        Management
1.4   Elect  Director Thomas F. Chapman         For       For        Management
1.5   Elect  Director H. Allen Franklin         For       For        Management
1.6   Elect  Director Bruce S. Gordon           For       For        Management
1.7   Elect  Director Donald M. James           For       For        Management
1.8   Elect  Director Zack T. Pate              For       For        Management
1.9   Elect  Director J. Neal Purcell           For       For        Management
1.10  Elect  Director David M. Ratcliffe        For       For        Management
1.11  Elect  Director Gerald J. St. Pe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock in Lieu of For       For        Management
      Cash


- --------------------------------------------------------------------------------

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur M. Blank           For       For        Management
1.2   Elect  Director Gary L. Crittenden        For       For        Management
1.3   Elect  Director Martin Trust              For       For        Management
1.4   Elect  Director Paul F. Walsh             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
8     Limit Executive Compensation              Against   Against    Shareholder
9     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


- --------------------------------------------------------------------------------

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM.P          Security ID:  874039100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2003 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2003 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2003     For       For        Management
      DIVIDENDS AND EMPLOYEE PROFIT SHARING.


- --------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michele J. Hooper         For       For        Management
1.3   Elect  Director Anne M. Mulcahy           For       For        Management
1.4   Elect  Director Stephen W. Sanger         For       For        Management
1.5   Elect  Director Warren R. Staley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Mulroney          For       For        Management
1.2   Elect  Director Patricia S. Wolpert       For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       Against    Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       For        Management
      THREE-YEAR TERM.
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       Against    Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       For        Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       For        Management
1.7   Elect  Director Carla A. Hills            For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt China Principles                    Against   Against    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary L. Crittenden        For       For        Management
1.2   Elect  Director Edmond J. English         For       For        Management
1.3   Elect  Director Richard G. Lesser         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Implement ILO Based Code of Conduct       Against   Against    Shareholder
4     Report on Vendor Standards                Against   Against    Shareholder
5     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

TOYOTA MOTOR CORP.

Ticker:       TM             Security ID:  892331307
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSED APPROPRIATION OF     For       Against    Management
      RETAINED EARNINGS FOR THE FY2004 TERM
2     AMENDMENT OF THE ARTICLES OF              For       For        Management
      INCORPORATION
3     ELECTION OF 27 DIRECTORS                  For       For        Management
4     ISSUE OF STOCK ACQUISITION RIGHTS WITHOUT For       For        Management
      CONSIDERATION TO DIRECTORS, MANAGING
      OFFICERS AND EMPLOYEES, ETC., OF TOYOTA
      MOTOR CORPORATION AND ITS AFFILIATES
5     REPURCHASE OF SHARES                      For       For        Management
6     AWARD OF BONUS PAYMENTS TO MR. IWAO       For       For        Management
      ISOMURA (DECEASED), FORMER REPRESENTATIVE
      DIRECTOR AND VICE CHAIRMAN, AND TO
      RETIRING DIRECTORS
7     PROPOSED APPROPRIATION OF RETAINED        Against   For        Shareholder
      EARNINGS
8     AMENDMENT OF THE ARTICLES OF              Against   For        Shareholder
      INCORPORATION (PART 1)
9     AMENDMENT OF THE ARTICLES OF              Against   Against    Shareholder
      INCORPORATION (PART 2)


- --------------------------------------------------------------------------------

TRAVELERS PROPERTY CASUALTY CORP.

Ticker:       TVCR           Security ID:  89420G109
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       For        Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victoria Buyniski         For       For        Management
      Gluckman
1.2   Elect  Director Arthur D. Collins, Jr.    For       For        Management
1.3   Elect  Director Jerry W. Levin            For       For        Management
1.4   Elect  Director Thomas E. Petry           For       For        Management
1.5   Elect  Director Richard G. Reiten         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Executive Compensation to Vote     Against   For        Shareholder
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


- --------------------------------------------------------------------------------

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. MacDougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director Robert M. Teeter          For       For        Management
1.9   Elect  Director John W. Thompson          For       For        Management
1.10  Elect  Director Carol B. Tome             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

VERISIGN INC

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. James Bidzos           For       For        Management
1.2   Elect  Director William L. Chenevich      For       For        Management
1.3   Elect  Director Gregory L. Reyes          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   For        Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Prepare Sustainability Report             Against   Against    Shareholder
8     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   Against    Shareholder
11    Submit Executive Compensation to Vote     Against   Against    Shareholder


- --------------------------------------------------------------------------------

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       For        Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Aylwin B. Lewis           For       For        Management
1.7   Elect  Director Monica C. Lozano          For       For        Management
1.8   Elect  Director Robert W. Matschullat     For       For        Management
1.9   Elect  Director George J. Mitchell        For       For        Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.11  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   Against    Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


- --------------------------------------------------------------------------------

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       For        Management
1.2   Elect  Director Frank M. Clark, Jr.       For       For        Management
1.3   Elect  Director Robert S. Miller          For       For        Management
1.4   Elect  Director A. Maurice Myers          For       For        Management
1.5   Elect  Director John C. Pope              For       For        Management
1.6   Elect  Director W. Robert Reum            For       For        Management
1.7   Elect  Director Steven G. Rothmeier       For       For        Management
1.8   Elect  Director David P. Steiner          For       For        Management
1.9   Elect  Director Carl W. Vogt              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allen Chao, Ph.D.         For       For        Management
1.2   Elect  Director Michel J. Feldman         For       For        Management
1.3   Elect  Director Fred G. Weiss             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   Against    Shareholder


- --------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       For        Management
1.11  Elect  Director Judith M. Runstad         For       For        Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       For        Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Rogel           For       For        Management
1.2   Elect  Director William D. Ruckelshaus    For       For        Management
1.3   Elect  Director Richard H. Sinkfield      For       For        Management
1.4   Elect  Director James N. Sullivan         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         Against   For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Implement Restricted Share Executive      Against   Against    Shareholder
      Compensation Plan
6     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
7     Develop Policy Regarding Old Growth       Against   Against    Shareholder
      Forests
8     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WISCONSIN ENERGY CORP.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Cornog          For       For        Management
1.2   Elect  Director Gale E. Klappa            For       For        Management
1.3   Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
2     Declassify the Board of Directors         For       For        Management


- --------------------------------------------------------------------------------

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       For        Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
1.3   Elect  Director Richard L. Carrion        For       For        Management
1.4   Elect  Director Robert Essner             For       For        Management
1.5   Elect  Director John D. Feerick           For       For        Management
1.6   Elect  Director Robert Langer             For       For        Management
1.7   Elect  Director John P. Mascotte          For       For        Management
1.8   Elect  Director Mary Lake Polan           For       For        Management
1.9   Elect  Director Ivan G. Seidenberg        For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director John R. Torell III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Against    Shareholder
4     Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

XTO ENERGY CORP

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip R. Kevil          For       For        Management
1.2   Elect  Director Scott G. Sherman          For       For        Management
1.3   Elect  Director Bob R. Simpson            For       For        Management
2     Increase Authorized Common Stock          For       For        Management

















                                          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.



        Dreyfus Balanced Fund, Inc.



By:     /S/ STEPHEN R. BYERS
        Stephen R. Byers
        Executive Vice President

Date:     August 18, 2004