.
                                                                               .
                                                                               .

                                                                     
                                  UNITED STATES                             OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION               OMB Number:    3235-0582
                              WASHINGTON, DC 20549                      Expires:  March 31, 2006
                                                                        Estimated average burden
                                    FORM N-PX                           hours per response..14.4



          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number                  811-2631
                                  ---------------------------------------------

                         Chestnut Street Exchange Fund
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                              400 Bellevue Parkway
                              Wilmington, DE 19809
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip code)

                                Edward J. Roach
                              400 Bellevue Parkway
                              Wilmington, DE 19809
- -------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:        (302) 792-2555
                                                    ---------------------------
Date of fiscal year end:   December 31st
                        -------------------
Date of reporting period:  June 30, 2004
                         ------------------

         Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

         A registrant is required to disclose the information specified by Form
 N-PX, and the Commission will make this information public. A registrant is not
 required to respond to the collection of information contained in Form N-PX
 unless the Form displays a currently valid Office of Management and Budget
 ("OMB") control number. Please direct comments concerning the accuracy of the
 information collection burden estimate and any suggestions for reducing the
 burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
 NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
 information under the clearance requirements of 44 U.S.C. Section 3507.





                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
10/13/03 - A    ORACLE CORP. *ORCL*                      68389X105                                 08/21/03                  50,000
                1       Elect Directors                               For          For                         Mgmt
                2       Approve Executive Incentive Bonus Plan        For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       Amend Non-Employee Director Omnibus Stock     For          For                         Mgmt
                        Plan

                        SHAREHOLDER PROPOSAL

                5       Implement China Principles                    Against      Against                     ShrHoldr


10/30/03 - A    SARA LEE CORP. *SLE*                     803111103                                 09/02/03                  48,000
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                        SHAREHOLDER PROPOSALS

                3       Report on Charitable Contributions            Against      Against                     ShrHoldr
                4       Implement and Monitor Code of Corporate       Against      Against                     ShrHoldr
                        Conduct - ILO Standards

11/11/03 - A    MICROSOFT CORP. *MSFT*                   594918104                                 09/12/03                 110,800
                1       Elect Directors                               For          For                         Mgmt
                2       Amend Omnibus Stock Plan                      For          For                         Mgmt
                3       Amend Non-Employee Director Stock Option      For          For                         Mgmt
                        Plan

                        SHAREHOLDER PROPOSAL

                4       Refrain from Giving Charitable Contributions  Against      Against                     ShrHoldr


01/22/04 - A    AIR PRODUCTS & CHEMICALS, INC. *APD*     009158106                                 11/28/03                 106,123
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt


02/03/04 - A    EMERSON ELECTRIC CO. *EMR*               291011104                                 11/24/03                 102,364
                1       Elect Directors                               For          For                         Mgmt
                2       Approve Executive Incentive Bonus Plan        For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt


03/03/04 - A    THE WALT DISNEY COMPANY *DIS*            254687106                                 01/16/04                 136,206
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       China Principles                              Against      Against                     ShrHoldr
                4       Report on Supplier Labor Standards in China   Against      Against                     ShrHoldr



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 1

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
                5       Report on Amusement Park Safety               Against      Against                     ShrHoldr


03/09/04 - A    CABOT MICROELECTRONICS CORP. *CCMP*      12709P103                                 01/20/04                  52,855
                1       Elect Directors                               For          For                         Mgmt
                2       Elect Director William P. Noglows             For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       Approve Omnibus Stock Plan                    For          For                         Mgmt


03/11/04 - A    CABOT CORP. *CBT*                        127055101                                 01/12/04                  90,747
                1       Elect Directors                               For          For                         Mgmt


03/17/04 - S    BANK OF AMERICA CORP. *BAC*              060505104                                 01/26/04                 208,286
                1       Approve Merger Agreement                      For          For                         Mgmt
                2       Amend Omnibus Stock Plan                      For          For                         Mgmt
                3       Increase Authorized Common Stock              For          For                         Mgmt
                4       Adjourn Meeting                               For          For                         Mgmt


03/17/04 - A    HEWLETT-PACKARD CO. *HPQ*                428236103                                 01/20/04                 122,194
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Approve Omnibus Stock Plan                    For          For                         Mgmt
                4       Expense Stock Options                         Against      For                         ShrHoldr


04/14/04 - A    SCHLUMBERGER LTD. *SLB*                  806857108                                 02/25/04                  60,432
                        MEETING FOR HOLDERS OF ADRS

                1       Elect Directors                               For          For                         Mgmt
                2       ADOPTION AND APPROVAL OF FINANCIALS AND       For          For                         Mgmt
                        DIVIDENDS

                3       APPROVAL OF ADOPTION OF THE 2004 STOCK AND    For          For                         Mgmt
                        DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS
                4       APPROVAL OF AUDITORS                          For          For                         Mgmt


04/15/04 - A    BP PLC (FORM. BP AMOCO PLC )             055622104                                 02/23/04                  44,280
                        MEETING FOR HOLDERS OF ADRS

                1       Elect Directors                               For          For                         Mgmt
                2       TO ELECT MR A BURGMANS AS A DIRECTOR          For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       TO AMEND THE ARTICLES OF ASSOCIATION OF THE   For          For                         Mgmt
                        COMPANY

                5       TO GIVE AUTHORITY TO ALLOT SHARES UP TO A     For          For                         Mgmt
                        SPECIFIED AMOUNT



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 2

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
                6       SPECIAL RESOLUTION: TO GIVE AUTHORITY TO      For          For                         Mgmt
                        ALLOT A LIMITED NUMBER OF SHARES FOR CASH
                        WITHOUT MAKING AN OFFER TO SHAREHOLDERS
                7       SPECIAL RESOLUTION: TO GIVE LIMITED           For          For                         Mgmt
                        AUTHORITY FOR THE PURCHASE OF ITS OWN
                        SHARES BY THE COMPANY
                8       TO AUTHORISE THE USE OF TREASURY SHARES FOR   For          For                         Mgmt
                        EMPLOYEE SHARE SCHEMES
                9       TO APPROVE THE DIRECTORS REMUNERATION REPORT  For          For                         Mgmt
                10      TO DETERMINE THE LIMIT FOR THE AGGREGATE      For          For                         Mgmt
                        REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
                11      TO RECEIVE THE DIRECTORS ANNUAL REPORT AND    For          For                         Mgmt
                        THE ACCOUNTS

                12      SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT   Against      Against                     ShrHoldr
                        THE COMPANY TO PREPARE A REPORT MAKING
                        CERTAIN DISCLOSURES ON MATTERS OF CONTROL
                        AND RISK IN PROTECTED AND SENSITIVE AREAS


04/16/04 - A    UNION PACIFIC CORP. *UNP*                907818108                                 02/06/04                  40,000
                1       Elect Directors                               For          For                         Mgmt
                2       Approve Omnibus Stock Plan                    For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       Limit Executive Compensation                  Against      Against                     ShrHoldr
                5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr


04/20/04 - A    WACHOVIA CORP. *WB*                      929903102                                 02/18/04                  97,200
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Require Two Candidates for Each Board Seat    Against      Against                     ShrHoldr
                4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                5       Separate Chairman and CEO Positions           Against      For                         ShrHoldr


04/21/04 - A    BURLINGTON NORTHERN SANTA FE CORP.       12189T104                                 02/27/04                 119,796
                *BNI*

                1       Elect Directors                               For          For                         Mgmt



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 3

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
                2       Amend Omnibus Stock Plan                      For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt


04/21/04 - A    MEDCO HEALTH SOLUTIONS INC *MHS*         58405U102                                 03/10/04                  48,448
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt


04/21/04 - A    THE COCA-COLA COMPANY *KO*               191216100                                 02/23/04                 234,213
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Report on Operational Impact of HIV/AIDS      For          For                         ShrHoldr
                        Pandemic

                4       Report on Stock Option Distribution by Race   Against      Against                     ShrHoldr
                        and Gender
                5       Prohibit Awards to Executives                 Against      Against                     ShrHoldr
                6       Submit Executive Compensation to Vote         Against      For                         ShrHoldr
                7       Submit Executive Compensation to Vote         Against      Against                     ShrHoldr
                8       Implement China Principles                    Against      Against                     ShrHoldr
                9       Separate Chairman and CEO Positions           Against      For                         ShrHoldr


04/22/04 - A    JOHNSON & JOHNSON *JNJ*                  478160104                                 02/24/04                 752,094
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Cease Charitable Contributions                Against      Against                     ShrHoldr


04/23/04 - A    ABBOTT LABORATORIES *ABT*                002824100                                 02/25/04                 243,928
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Drug Pricing                                  Against      Against                     ShrHoldr
                4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                5       Prohibit Awards to Executives                 Against      Against                     ShrHoldr
                6       Report on Operational Imact of HIV/AIDS,      Against      Against                     ShrHoldr
                        TB, and Malaria Pandemic

04/26/04 - A    AMERICAN EXPRESS CO. *AXP*               025816109                                 02/27/04                 117,433
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Establish Term Limits for Directors           Against      Against                     ShrHoldr
                4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 4

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       

04/27/04 - A    INTERNATIONAL BUSINESS MACHINES CORP.    459200101                                 02/27/04                  41,884
                *IBM*

                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Ratify Auditors for the Company's Business    For          For                         Mgmt
                        Consulting Services Unit

                4       Approve Executive Incentive Bonus Plan        For          For                         Mgmt
                5       Provide for Cumulative Voting                 Against      Against                     ShrHoldr
                6       Amend Pension and Retirement Medical          Against      Against                     ShrHoldr
                        Insurance Plans

                7       Submit Executive Compensation to Vote         Against      For                         ShrHoldr
                8       Expense Stock Options                         Against      For                         ShrHoldr
                9       Limit Awards to Executives                    Against      Against                     ShrHoldr
                10      China Principles                              Against      Against                     ShrHoldr
                11      Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                12      Report on Executive Compensation              Against      Against                     ShrHoldr


04/27/04 - A    MERCK & CO., INC. *MRK*                  589331107                                 02/24/04                 397,150
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Declassify the Board of Directors             For          Against                     Mgmt
                4       Prohibit Awards to Executives                 Against      Against                     ShrHoldr
                5       Develop Ethical Criteria for Patent           Against      Against                     ShrHoldr
                        Extension

                6       Link Executive Compensation to Social Issues  Against      Against                     ShrHoldr
                7       Report on Political Contributions             Against      Against                     ShrHoldr
                8       Report on Operational Impact of HIV/AIDS,     Against      Against                     ShrHoldr
                        TB, and Malaria Pandemic

04/27/04 - A    MOODY'S CORPORATION *MCO*                615369105                                 03/01/04                  50,647
                1       Elect Directors                               For          For                         Mgmt
                2       Amend Omnibus Stock Plan                      For          For                         Mgmt
                3       Approve Executive Incentive Bonus Plan        For          For                         Mgmt
                4       Ratify Auditors                               For          For                         Mgmt
                5       Performance- Based                            Against      Against                     ShrHoldr


04/27/04 - A    WELLS FARGO & COMPANY *WFC*              949746101                                 03/09/04                 314,532
                1       Elect Directors                               For          For                         Mgmt
                2       Approve Retirement Plan                       For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       Expense Stock Options                         Against      For                         ShrHoldr
                5       Limit Executive Compensation                  Against      Against                     ShrHoldr
                6       Link Executive Compensation to Social Issues  Against      Against                     ShrHoldr



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 5

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
                7       Report on Political Contributions/Activities  Against      Against                     ShrHoldr

04/28/04 - A    GENERAL ELECTRIC CO. *GE*                369604103                                 03/01/04                 384,000
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Amend Omnibus Stock Plan                      For          For                         Mgmt
                4       Provide for Cumulative Voting                 Against      Against                     ShrHoldr
                5       Eliminate Animal Testing                      Against      Against                     ShrHoldr
                6       Report on Nuclear Fuel Storage Risks          Against      Against                     ShrHoldr
                7       Report on PCB Clean-up                        Against      Against                     ShrHoldr
                8       Report on Foreign Outsourcing                 Against      Against                     ShrHoldr
                9       Prepare Sustainability Report                 Against      Against                     ShrHoldr
                10      Limit Composition of Management Development   Against      For                         ShrHoldr
                        and Compensation Committee to Independent
                        Directors

                11      Report on Pay Disparity                       Against      Against                     ShrHoldr
                12      Limit Awards to Executives                    Against      Against                     ShrHoldr
                13      Limit Board Service for Other Companies       Against      For                         ShrHoldr
                14      Separate Chairman and CEO Positions           Against      For                         ShrHoldr
                15      Hire Advisor/Maximize Shareholder Value       Against      Against                     ShrHoldr
                16      Adopt a Retention Ratio for Executives and    Against      Against                     ShrHoldr
                        Directors

                17      Require 70% to 80% Independent Board          Against      Against                     ShrHoldr
                18      Report on Political Contributions/Activities  Against      Against                     ShrHoldr


04/28/04 - A    VERIZON COMMUNICATIONS *VZ*              92343V104                                 03/01/04                 151,713
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Restore or Provide for Cumulative Voting      Against      Against                     ShrHoldr
                4       Require Majority of Independent Directors     Against      Against                     ShrHoldr
                        on Board

                5       Separate Chairman and CEO Positions           Against      For                         ShrHoldr
                6       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr
                        Pill) to Shareholder Vote

                7       Submit Executive Compensation to Vote         Against      For                         ShrHoldr
                8       Prohibit Awards to Executives                 Against      Against                     ShrHoldr
                9       Report on Stock Option Distribution by Race   Against      Against                     ShrHoldr
                        and Gender

                10      Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                11      Cease Charitable Contributions                Against      Against                     ShrHoldr




- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 6

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       

05/03/04 - A    MOTOROLA, INC. *MOT*                     620076109                                 03/05/04                 357,354
                1       Elect Directors                               For          For                         Mgmt
                2       Limit Executive Compensation                  Against      Against                     ShrHoldr
                3       Limit Awards to Executives                    Against      Against                     ShrHoldr


05/04/04 - A    BAXTER INTERNATIONAL INC. *BAX*          071813109                                 03/05/04                  70,896
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Provide for Cumulative Voting                 Against      Against                     ShrHoldr


05/07/04 - A    IMS HEALTH INC. *RX*                     449934108                                 03/05/04                  79,516
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Declassify the Board of Directors             Against      Against                     ShrHoldr
                4       Submit Severance Agreement                    Against      For                         ShrHoldr
                        (Change-in-Control) to Shareholder Vote

05/10/04 - A    PITNEY BOWES INC. *PBI*                  724479100                                 03/12/04                  41,300
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Report on Political Contributions/Activities  Against      Against                     ShrHoldr


05/11/04 - A    3M CO *MMM*                              88579Y101                                 03/12/04                 152,000
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Increase Authorized Common Stock              For          For                         Mgmt
                4       Separate Chairman and CEO Positions           Against      For                         ShrHoldr


05/19/04 - A    AMERICAN INTERNATIONAL GROUP, INC.       026874107                                 03/26/04                  30,000
                *AIG*

                1       Elect Directors                               For          For                         Mgmt
                2       Approve Executive Incentive Bonus Plan        For          For                         Mgmt
                3       Approve Non-Employee Director Stock Option    For          For                         Mgmt
                        Plan

                4       Ratify Auditors                               For          For                         Mgmt
                5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                6       Divest from Tobacco Equities                  Against      Against                     ShrHoldr
                7       Link Executive Compensation to Predatory      Against      Against                     ShrHoldr
                        Lending



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 7

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       

05/19/04 - A    INTEL CORP. *INTC*                       458140100                                 03/22/04               1,529,352
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Approve Omnibus Stock Plan                    For          For                         Mgmt
                4       Expense Stock Options                         Against      For                         ShrHoldr
                5       Limit/Prohibit Awards to Executives           Against      For                         ShrHoldr
                6       Performance- Based/Indexed Options            Against      For                         ShrHoldr


05/20/04 - A    MARSH & MCLENNAN COMPANIES, INC. *MMC*   571748102                                 03/22/04                 116,352
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt


05/20/04 - A    SAFEWAY INC. *SWY*                       786514208                                 03/25/04                  47,000
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Declassify the Board of Directors             For          Against                     Mgmt
                4       Approve Repricing of Options                  For          For                         Mgmt
                5       Amend Bylaws to Require Independent           Against      For                         ShrHoldr
                        Director as Chairman of the Board

                6       Provide for Cumulative Voting                 Against      Against                     ShrHoldr
                7       Report on Genetically Modified Organisms      Against      Against                     ShrHoldr
                        (GMO)

                8       Prepare Sustainability Report                 Against      Against                     ShrHoldr
                9       Report on Political Contributions             Against      Against                     ShrHoldr
                10      Expense Stock Options                         Against      For                         ShrHoldr


05/25/04 - A    FANNIE MAE *FNM*                         313586109                                 04/06/04                  70,000
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Amend Employee Stock Purchase Plan            For          For                         Mgmt
                4       Provide for Cumulative Voting                 Against      Against                     ShrHoldr


05/25/04 - A    JP MORGAN CHASE & CO. *JPM*              46625H100                                 04/02/04                 148,000
                1       Approve Merger Agreement                      For          For                         Mgmt
                2       Elect Directors                               For          For                         Mgmt
                3       Ratify Auditors                               For          For                         Mgmt
                4       Amend Executive Incentive Bonus Plan          For          For                         Mgmt
                5       Adjourn Meeting                               For          For                         Mgmt
                6       Establish Term Limits for Directors           Against      Against                     ShrHoldr
                7       Charitable Contributions                      Against      Against                     ShrHoldr
                8       Political Contributions                       Against      Against                     ShrHoldr
                9       Separate Chairman and CEO Positions           Against      For                         ShrHoldr
                10      Provide Adequate Disclosure for over the      Against      Against                     ShrHoldr
                        counter Derivatives

                11      Auditor Independence                          Against      Against                     ShrHoldr



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 8

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
                12      Submit Non-Employee Director Compensation     Against      Against                     ShrHoldr
                        to Vote

                13      Report on Pay Disparity                       Against      Against                     ShrHoldr


05/26/04 - A    BANK OF AMERICA CORP. *BAC*              060505104                                 04/07/04                 208,286
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Change Date of Annual Meeting                 Against      Against                     ShrHoldr
                4       Adopt Nomination Procedures for the Board     Against      Against                     ShrHoldr
                5       Charitable Contributions                      Against      Against                     ShrHoldr
                6       Establish Independent Committee to Review     Against      Against                     ShrHoldr
                        Mutual Fund Policy

                7       Adopt Standards Regarding Privacy and         Against      Against                     ShrHoldr
                        Information Security


05/26/04 - A    COMCAST CORP. *CMCSA*                    20030N101                                 03/15/04                 105,300
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Amend Restricted Stock Plan                   For          For                         Mgmt
                4       Amend Articles/Bylaws/Charter-Non-Routine     For          For                         Mgmt
                5       Require Two-Thirds Majority of Independent    Against      For                         ShrHoldr
                        Directors on Board

                6       Political Contributions/Activities            Against      Against                     ShrHoldr
                7       Nominate Two Directors for every open         Against      Against                     ShrHoldr
                        Directorships

                8       Limit Executive Compensation                  Against      Against                     ShrHoldr
                9       Adopt a Recapitalization Plan                 Against      For                         ShrHoldr


05/26/04 - A    EXXON MOBIL CORP. *XOM*                  30231G102                                 04/05/04                 155,296
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Approve Non-Employee Director Restricted      For          For                         Mgmt
                        Stock Plan

                4       Affirm Political Nonpartisanship              Against      Against                     ShrHoldr
                5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr
                6       Report on Equatorial Guinea                   Against      Against                     ShrHoldr
                7       Separate Chairman and CEO Positions           Against      For                         ShrHoldr
                8       Prohibit Awards to Executives                 Against      Against                     ShrHoldr
                9       Report on Stock Option Distribution by Race   Against      Against                     ShrHoldr
                        and Gender

                10      Amend EEO Statement to Include Reference to   Against      Against                     ShrHoldr
                        Sexual Orientation
                11      Report on Climate Change Research             Against      Against                     ShrHoldr



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Mgmt Rec - Company Management Recommended Vote                           Page 9

                               VOTE SUMMARY REPORT
                           Jul 01, 2003 - Jun 30, 2004

BLACKROCK CHESTNUT STREET EXCHANGE FUND



Mtg             Company/                                              Mgmt         Vote            Record                    Shares
Date/Type       Ballot Issues                            Security     Rec          Cast            Date        Prpnent        Voted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       


06/10/04 - A    ALBERTSON'S INC. *ABS*                   013104104                                 04/14/04                  57,133
                1       Elect Directors                               For          For                         Mgmt
                2       Ratify Auditors                               For          For                         Mgmt
                3       Approve Omnibus Stock Plan                    For          For                         Mgmt
                4       Require a Majority Vote for the Election of   Against      Against                     ShrHoldr
                        Directors

                5       Amend Vote Requirements to Amend              Against      For                         ShrHoldr
                        Articles/Bylaws/Charter
                6       Submit Severance Agreement                    Against      For                         ShrHoldr
                        (Change-in-Control) to Shareholder Vote
                7       Declassify the Board of Directors             Against      Against                     ShrHoldr



- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote                           Page 10





                                 SIGNATURES




        Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant)                   Chestnut Street Exchange Fund
             ------------------------------------------------------------------

By (Signature and Title)*               Edward J. Roach
                         ------------------------------------------------------
                                  Edward J. Roach, President & Treasurer
                                       (Principal Executive Officer)

Date                               August 5, 2004
    --------------------------------------------------------------------------

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