SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-07916

                   AllianceBernstein Utility Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                        Alliance Capital Management L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 MARK R. MANLEY
                        Alliance Capital Management L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                              Patricia A. Poglinco
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004

                      Date of fiscal year end:  November 30

             Date of reporting period: July 1, 2004 - June 30, 2005




Item 1.  Proxy Voting Record.




******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-07916
Reporting Period: 07/01/2004 - 06/30/2005
AllianceBernstein Utility Income Fund, Inc.









================= ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. ==================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul T. Hanrahan           For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect DirectorJohn H. McArthur            For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
1.11  Elect Director Roger W. Sant              For       For        Management
2     Ratify Auditors                           For       For        Management


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AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas D. Bell, Jr.       For       For        Management
1.2   Elect  Director Arthur E. Johnson         For       For        Management
1.3   Elect  Director Paula Rosput Reynolds     For       For        Management
1.4   Elect  Director James A. Rubright         For       For        Management
1.5   Elect  Director Bettina M. Whyte          For       For        Management
2     Amend Articles                            For       For        Management
3     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan
4     Ratify Auditors                           For       For        Management


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ALLIANT ENERGY CORP.

Ticker:       LNT            Security ID:  018802108
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William D. Harvey         For       For        Management
1.2   Elect  Director Singleton B. McAllister   For       For        Management
1.3   Elect  Director Anthony R. Weiler         For       For        Management


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AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Susan S. Elliott           For       For        Management
1.2   Elect Director Gayle P.W. Jackson         For       For        Management
1.3   Elect Director James C. Johnson           For       For        Management
1.4   Elect Director Richard A. Liddy           For       For        Management
1.5   Elect Director Gordon R. Lohman           For       For        Management
1.6   Elect Director Richard A. Lumpkin         For       For        Management
1.7   Elect Director Paul L. Miller, Jr.        For       For        Management
1.8   Elect Director Charles W. Mueller         For       For        Management
1.9   Elect Director Douglas R. Oberhelman      For       For        Management
1.10  Elect Director Gary L. Rainwater          For       For        Management
1.11  Elect Director Harvey Saligman            For       For        Management
1.12  Elect Director Patrick T. Stokes          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Risks of Nuclear Waste Storage  Against   Against    Shareholder
4     Require Independent Director To Serve As  Against   Against    Shareholder
      Chairman Of The Board


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AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary C. Carroll           For       For        Management
1.2   Elect  Director Dr. Constantine Papadakis For       For        Management


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ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 9, 2005    Meeting Type: Annual
Record Date:  DEC 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Travis W. Bain, III       For       For        Management
1.2   Elect  Director Dan Busbee                For       For        Management
1.3   Elect  Director Richard K. Gordon         For       For        Management
1.4   Elect  Director Gene C. Koonce            For       For        Management
1.5   Elect  Director Nancy K. Quinn            For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Reuben V. Anderson         For       For        Management
1.3   Elect Director James H. Blanchard         For       For        Management
1.4   Elect Director J. Hyatt Brown             For       For        Management
1.5   Elect Director Armando M. Codina          For       For        Management
1.6   Elect Director Kathleen F. Feldstein      For       For        Management
1.7   Elect Director James P. Kelly             For       For        Management
1.8   Elect Director Leo F. Mullin              For       For        Management
1.9   Elect Director William S. Stavropoulos    For       For        Management
1.10  Elect Director Robin B. Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions                   Against   Against    Shareholder


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C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV)

Ticker:                      Security ID:  204421101
Meeting Date: DEC 7, 2004    Meeting Type: Special
Record Date:  NOV 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE BOARD OF DIRECTORS RECOMMENDS THE     For       For        Management
      APPROVAL OF THE PAYMENT OF A DIVIDEND FOR
      2004 OF BS. 120 PER SHARE AND BS. 840 PER
      ADS REPRESENTING US$0.4375 PER ADS
      (CONVENIENCE US$ CONVERSION AT THE
      CURRENT OFFICAL EXCHANGE RATE OF BS.
      1,920 PER US$) TO BE PAID


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C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV)

Ticker:                      Security ID:  204421101
Meeting Date: MAR 31, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE APPROVAL OF THE ANNUAL REPORT AND     For       For        Management
      FINANCIAL STATEMENTS OF THE COMPANY FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2004.
2     THE APPROVAL OF THE PAYMENT OF AN         For       For        Management
      ORDINARY DIVIDEND FOR 2005 OF BS. 505 PER
      SHARE REPRESENTING US$ 1.64 PER ADS.
3     ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL)   For       For        Management
      AND VICENTE LLATAS (ALTERNATE)
4     ELECTION OF: DANIEL C. PETRI (PRINCIPAL)  For       For        Management
      AND MIKE PAWLOWSKI (ALTERNATE)
5     ELECTION OF: JOHN LACK (PRINCIPAL) AND    For       For        Management
      CHARLES FALLINI (ALTERNATE)
6     ELECTION OF: EDWARD MCQUAID (PRINCIPAL)   For       For        Management
      AND LUIS ESTEBAN PALACIOS (ALTERNATE)
7     ELECTION OF: RUTH DE KRIVOY (PRINCIPAL)   For       For        Management
      AND VICTOR VERA (ALTERNATE)
8     ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) For       For        Management
      AND GERMAN GARCIA VELUTINI (ALTERNATE)
9     ELECTION OF: LORENZO MENDOZA GIMENEZ      For       For        Management
      (PRINCIPAL) AND PELAYO DE PEDRO
      (ALTERNATE)
10    APPROVAL OF ESPINEIRA, SHELDON Y          For       For        Management
      ASOCIADOS- MEMBER FIRM OF
      PRICEWATERHOUSECOOPERS, AS EXTERNAL
      AUDITORS FOR 2005.
11    Elect Supervisory Board (and Alternates)  For       For        Management
      and Fix Their Remuneration
12    AUTHORIZATION OF ISSUANCE OF BONDS AND    For       For        Management
      COMMERICAL PAPERS FOR 2005.


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CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas E. Petry            For       For        Management
1.2   Elect Director Mary L. Schapiro           For       For        Management
1.3   Elect Director Philip R. Sharp            For       For        Management
2     Ratify Auditors                           For       For        Management


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CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayers          For       For        Management
1.2   Elect Director Richard M. Gabrys          For       For        Management
1.3   Elect Director Earl D. Holton             For       For        Management
1.4   Elect Director David W. Joos              For       For        Management
1.5   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.6   Elect Director Michael T. Monahan         For       For        Management
1.7   Elect Director Joseph F. Paquette, Jr.    For       For        Management
1.8   Elect Director Percy A. Pierre            For       For        Management
1.9   Elect Director S. Kinnie Smith, Jr.       For       For        Management
1.10  Elect Director Kenneth L. Way             For       For        Management
1.11  Elect Director Kenneth Whipple            For       For        Management
1.12  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 16, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vincent A. Calarco         For       For        Management
1.2   Elect Director George Campbell, Jr.       For       For        Management
1.3   Elect Director Gordon J. Davis            For       For        Management
1.4   Elect Director Michael J. Del Giudice     For       For        Management
1.5   Elect Director Joan S. Freilich           For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director Sally Hernandez            For       For        Management
1.8   Elect Director Peter W. Likins            For       For        Management
1.9   Elect Director Eugene R. McGrath          For       For        Management
1.10  Elect Director Frederic V. Salerno        For       For        Management
1.11  Elect Director Stephen R. Volk            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Compensation          Against   For        Shareholder


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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Yves C. de Balmann        For       For        Management
1.2   Elect  Director Freeman A. Hrabowski, III For       For        Management
1.3   Elect  Director Nancy Lampton             For       For        Management
1.4   Elect  Director Lynn M. Martin            For       For        Management
2     Ratify Auditors                           For       For        Management


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CPFL ENERGIA S A

Ticker:                      Security ID:  126153105
Meeting Date: APR 29, 2005   Meeting Type: Annual/Special
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION OF THE MANAGEMENT REPORT,    For       For        Management
      EXAMINE, DISCUSS AND VOTE ON THE COMPANY
      S FINANCIAL STATEMENTS, THE REPORT OF THE
      INDEPENDENT AUDITORS AND THE REPORT OF
      THE FISCAL COUNCIL FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2004.
2     APPROVE THE PROPOSAL FOR THE              For       For        Management
      APPROPRIATION OF THE NET INCOME FOR THE
      FISCAL YEAR 2004 AND THE DIVIDEND
      DISTRIBUTION.
3     ELECT THE STATUTORY MEMBERS AND           For       For        Management
      ALTERNATES TO THE BOARD OF DIRECTORS.
4     ESTABLISH MANAGEMENT S GLOBAL             For       For        Management
      COMPENSATION.
5     ELECT EFFECTIVE MEMBERS AND ALTERNATES TO For       For        Management
      THE FISCAL COUNCIL AND ESTABLISH THEIR
      FEES.
6     ARTICLE 5: TO RESTATE THE CURRENT         For       Against    Management
      MONETARY VALUE AND QUANTITY OF SHARES
      REPRESENTING THE COMPANY S CAPITAL STOCK.
7     ARTICLE 20: TO REDUCE THE TERM OF OFFICE  For       Against    Management
      OF THE BOARD OF EXECUTIVE OFFICERS FROM 3
      TO 2 YEARS.


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CPFL ENERGIA S A

Ticker:                      Security ID:  126153105
Meeting Date: JUN 20, 2005   Meeting Type: Special
Record Date:  MAY 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     EXAMINE, DISCUSS AND APPROVE THE PRIVATE  For       For        Management
      PROTOCOL AND JUSTIFICATION INSTRUMENT FOR
      THE INCORPORATION OF SHARES OF CPFL
      GERACAO DE ENERGIA S.A. ( CPFL GERACAO )
      BY THE COMPANY.
2     RATIFY THE DECISION OF HIRING BANCO       For       For        Management
      PACTUAL IN ORDER TO PREPARE THE VALUATION
      REPORTS OF THE NET EQUITY OF THE COMPANY
      AND CPFL GERACAO
3     RATIFY THE DECISION OF HIRING BANCO       For       For        Management
      PACTUAL IN ORDER TO PREPARE THE VALUATION
      REPORTS OF THE NET EQUITY OF THE COMPANY
      AND CPFL GERACAO
4     APPROVE THE VALUATION REPORTS REFERRED IN For       For        Management
      ITEMS (2) AND (3) ABOVE
5     APPROVE THE INCORPORATION OF SHARES OF    For       For        Management
      CPFL GERACAO DE ENERGIA S.A. ( CPFL
      GERACAO ) BY THE COMPANY
6     AUTHORIZE THE ACCOMPLISHMENT OF THE       For       For        Management
      INCREASE OF CPFL ENERGIA S CAPITAL STOCK
7     AUTHORIZE COMPANY S BOARD OF DIRECTORS TO For       For        Management
      PREPARE SPECIAL BALANCE SHEETS WITH A
      BASE DATE OF APRIL 30, 2005.
8     AUTHORIZE COMPANY S MANAGEMENT TO MAKE    For       For        Management
      ARRANGEMENTS AND TO TAKE ANY NECESSARY
      MEASURE TO THE IMPLEMENTATION OF THE
      INCORPORATION OF SHARES SUBJECT OF THIS
      CURRENT CONVENING NOTICE.


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DATANG INTERNATIONAL POWER GENERATION COMPANY LIMITED(FORMER

Ticker:                      Security ID:  Y20020106
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Report of the Board of Directors   For       For        Management
2     Accept Report of the Supervisory          For       For        Management
      Committee
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Budget for the Year 2005          For       For        Management
5     Approve Profit Distribution Plan          For       For        Management
6     Reappoint PricewaterhouseCoopers Zhong    For       For        Management
      Tian Certified Public Accountants Co.
      Ltd. and PricewaterhouseCoopers as
      Domestic and International Auditors
      Respectively and Authorize Board to Fix
      Their Remuneration
7     Approve Investment Plans                  For       Abstain    Management
8     Approve Remuneration Scheme for Directors For       For        Management
      and Supervisors
9     Other Business (Voting)                   For       Against    Management
1     Amend Articles Re: Transfer of 13 Percent For       For        Management
      Stake in the Company
2     Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
3a    Approve Refreshment of the Validity       For       For        Management
      Period of the A Shares Issue
3b    Approve Refreshment of the Validity       For       For        Management
      Period of the Private Placement
      Arrangements
4     Other Business (Voting)                   For       Against    Management


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DATANG INTERNATIONAL POWER GENERATION COMPANY LIMITED(FORMER

Ticker:                      Security ID:  Y20020106
Meeting Date: JUN 21, 2005   Meeting Type: Special
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Refreshment of the Validity       For       For        Management
      Period of the A Shares Issue


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director Ronald J. Calise           For       For        Management
1.3   Elect Director Thos. E. Capps             For       For        Management
1.4   Elect Director George A. Davidson, Jr.    For       For        Management
1.5   Elect Director Thomas F. Farrell, II      For       For        Management
1.6   Elect Director John W. Harris             For       For        Management
1.7   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.8   Elect Director Mark J. Kington            For       For        Management
1.9   Elect Director Benjamin J. Lambert, III   For       For        Management
1.10  Elect Director Richard L. Leatherwood     For       For        Management
1.11  Elect Director Margaret A. McKenna        For       For        Management
1.12  Elect Director Kenneth A. Randall         For       For        Management
1.13  Elect Director Frank S. Royal             For       For        Management
1.14  Elect Director S. Dallas Simmons          For       For        Management
1.15  Elect Director David A. Wollard           For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lillian Bauder            For       For        Management
1.2   Elect  Director Josue Robles Jr.          For       For        Management
1.3   Elect  Director Howard F. Sims            For       For        Management
2     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger Agnelli             For       For        Management
1.2   Elect  Director G. Alex Bernhardt, Sr.    For       For        Management
1.3   Elect  Director Dennis R. Hendrix         For       For        Management
1.4   Elect  Director A. Max Lennon             For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director France A. Cordova         For       For        Management
1.3   Elect  Director Thomas C. Sutton          For       For        Management
1.4   Elect  Director Bradford M. Freeman       For       For        Management
1.5   Elect  Director Bruce Karatz              For       For        Management
1.6   Elect  Director Luis G. Nogales           For       For        Management
1.7   Elect  Director Ronald L. Olson           For       For        Management
1.8   Elect  Director James M. Rosser           For       For        Management
1.9   Elect  Director Richard T. Schlosberg,    For       For        Management
      III
1.10  Elect  Director Robert H. Smith           For       For        Management
2     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. deBree            For       For        Management
1.4   Elect Director Claiborne P. Deming        For       For        Management
1.5   Elect Director Alexis Herman              For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Robert v.d. Luft           For       For        Management
1.9   Elect Director Kathleen A. Murphy         For       For        Management
1.10  Elect Director James R. Nichols           For       For        Management
1.11  Elect Director William A. Percy, II       For       For        Management
1.12  Elect Director Dennis H. Reilley          For       For        Management
1.13  Elect Director Steven V. Wilkinson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require the Chairman of the Board Be an   Against   Against    Shareholder
      Independent Director
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 13, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect  Director Vicky A. Bailey           For       For        Management
2.1   Elect  Director Phyllis A Domm, Ed.D      For       For        Management
2.2   Elect  Director David L. Porges           For       For        Management
2.3   Elect  Director James E. Rohr             For       For        Management
2.4   Elect  Director David S. Shapira          For       For        Management
3     Ratify Auditors                           For       For        Management


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FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director H. Jesse Arnelle For       For        Management
1.2   Elect  Director Director Sherry S. Barrat For       For        Management
1.3   Elect  Director Director Robert M. Beall, For       For        Management
      II
1.4   Elect  Director Director J. Hyatt Brown   For       For        Management
1.5   Elect  Director Director James L. Camaren For       For        Management
1.6   Elect  Director Director Lewis Hay, III   For       For        Management
1.7   Elect  Director Director Rudy E. Schupp   For       For        Management
1.8   Elect  Director Director Michael H.       For       For        Management
      Thaman
1.9   Elect  Director Director Hansel E.        For       For        Management
      Tookes, II
1.10  Elect  Director Director Paul R.          For       For        Management
      Tregurtha
1.11  Elect  Director Director Frank G. Zarb    For       For        Management
2     Ratify Auditors                           For       For        Management


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HONG KONG AND CHINA GAS CO. LTD.

Ticker:       HORCY          Security ID:  Y33370100
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  APR 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend                    For       For        Management
3a    Reelect Lee Ka Kit as Director            For       For        Management
3b    Reelect Leung Hay Man as Director         For       Against    Management
4     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Approve Remuneration of Each Director of  For       For        Management
      HK$130,000 Per Annum and an Additional
      Fee for the Chairman of HK$130,000 Per
      Annum
6a    Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
6b    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
6c    Authorize Reissuance of Repurchased       For       For        Management
      Shares
6d    Amend Articles Re: Retirement of          For       For        Management
      Directors


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HUANENG POWER INTERNATIONAL INC.

Ticker:       HNP            Security ID:  443304100
Meeting Date: SEP 28, 2004   Meeting Type: Special
Record Date:  AUG 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     AMENDMENTS TO ARTICLES OF ASSOCIATION     For       For        Management
2     APPOINT HUANG YONGDA AS DIRECTOR          For       For        Management
3     APPOINT LIU SHUYUAN AS DIRECTOR           For       For        Management
4     APPOINT LIU JIPENG AS INDEPENDENT         For       For        Management
      DIRECTOR
5     MANDATE TO ISSUE US$300 MILLION           For       Against    Management
      CONVERTIBLE BONDS ( CB ) WITHIN 12 MONTHS
6     AUTHORISE DIRECTORS TO DETERMINE THE      For       Against    Management
      TERMS OF CB
7     AUTHORISE DIRECTORS TO ISSUE H SHARES     For       Against    Management
      PURSUANT TO CB
8     AUTHORISE TO INCREASE SHARE CAPITAL &     For       Against    Management
      AMEND ARTICLES PURSUANT TO CB
9     MANDATE TO ISSUE US$300 MILLION           For       Against    Management
      CONVERTIBLE BONDS ( CB ) WITHIN 12 MONTHS
10    AUTHORISE DIRECTORS TO DETERMINE THE      For       Against    Management
      TERMS OF CB
11    AUTHORISE DIRECTORS TO ISSUE H SHARES     For       Against    Management
      PURSUANT TO CB
12    AUTHORISE TO INCREASE SHARE CAPITAL &     For       Against    Management
      AMEND ARTICLES PURSUANT TO CB


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael C. Morgan          For       For        Management
1.2   Elect Director Stewart A. Bliss           For       For        Management
1.3   Elect Director Edward Randall, III        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management


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

NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 19, 2005   Meeting Type: Annual
Record Date:  DEC 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nina Aversano             For       For        Management
1.2   Elect  Director Dorothy K. Light          For       For        Management
1.3   Elect  Director David A. Trice            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NEXTEL PARTNERS, INC.

Ticker:       NXTP           Security ID:  65333F107
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adam Aron                 For       For        Management
1.2   Elect  Director John Chapple              For       For        Management
1.3   Elect  Director Steven B. Dodge           For       For        Management
1.4   Elect  Director Timothy Donahue           For       For        Management
1.5   Elect  Director Arthur W. Harrigan, Jr.   For       For        Management
1.6   Elect  Director James N. Perry, Jr.       For       For        Management
1.7   Elect  Director Caroline H. Rapking       For       For        Management
1.8   Elect  Director Dennis M. Weibling        For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTHWEST NATURAL GAS CO.

Ticker:       NWN            Security ID:  667655104
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth Thrasher          For       For        Management
1.2   Elect  Director Martha L. Stormy Byorum   For       For        Management
1.3   Elect  Director John D. Carter            For       For        Management
1.4   Elect  Director C. Scott Gibson           For       For        Management
1.5   Elect  Director Richard G. Reiten         For       For        Management


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles K. Gifford        For       For        Management
1.2   Elect  Director Paul A. La Camera         For       For        Management
1.3   Elect  Director Sherry H. Penney          For       For        Management
1.4   Elect  Director William C. Van Faasen     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Day              For       For        Management
1.2   Elect  Director David L. Kyle             For       For        Management
1.3   Elect  Director Bert H. Mackie            For       For        Management
1.4   Elect  Director Mollie B. Williford       For       For        Management
1.5   Elect  Director Eduardo A. Rodriguez      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       For        Management
1.2   Elect  Director Leslie S. Biller          For       For        Management
1.3   Elect  Director David A. Coulter          For       For        Management
1.4   Elect  Director C. Lee Cox                For       For        Management
1.5   Elect  Director Peter A. Darbee           For       For        Management
1.6   Elect  Director Robert D. Glynn, Jr       For       For        Management
1.7   Elect  Director Mary S. Metz              For       For        Management
1.8   Elect  Director Barbara L. Rambo          For       For        Management
1.9   Elect  Director Barry Lawson Williams     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     Adopt Policy on Nuclear Waste Storage     Against   Against    Shareholder
6     Amend Terms of Existing Poison Pill       Against   Against    Shareholder
7     Performance- Based/Indexed Options        Against   For        Shareholder
8     Allow Vote on Golden Parachutes           Against   For        Shareholder


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

PNM RESOURCES INC

Ticker:       PNM            Security ID:  69349H107
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelmo E. Archuleta       For       For        Management
1.2   Elect  Director Julie A. Dobson           For       For        Management
1.3   Elect  Director Charles E. McMahen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Votes Per Share of Existing Stock   For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bernthal      For       For        Management
1.2   Elect Director John R. Biggar             For       For        Management
1.3   Elect Director Louise K. Goeser           For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 8, 2005    Meeting Type: Annual
Record Date:  JAN 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Kahn            For       For        Management
1.2   Elect  Director Duane A. Nelles           For       For        Management
1.3   Elect  Director Brent Scowcroft           For       For        Management
2     Declassify the Board of Directors and     For       For        Management
      Eliminate Cumulative Voting
3     Increase Authorized Common Stock          For       For        Management
4     Amend Articles                            For       For        Management
5     Ratify Auditors                           For       For        Management


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillips S. Baker, Jr.    For       For        Management
1.2   Elect  Director L. Richard Flury          For       For        Management
1.3   Elect  Director James A. Harmon           For       For        Management
1.4   Elect  Director M.W. Scoggins             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gilbert F. Amelio         For       For        Management
1.2   Elect  Director August A. Busch III       For       For        Management
1.3   Elect  Director Martin K. Eby, Jr.        For       For        Management
1.4   Elect  Director James A. Henderson        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lynn M. Martin            For       For        Management
1.7   Elect  Director John B. McCoy             For       For        Management
1.8   Elect  Director Mary S. Metz              For       For        Management
1.9   Elect  Director Toni Rembe                For       For        Management
1.10  Elect  Director S. Donley Ritchey         For       For        Management
1.11  Elect  Director Joyce M. Roche            For       For        Management
1.12  Elect  Director Laura D'Andrea Tyson      For       For        Management
1.13  Elect  Director Patricia P. Upton         For       For        Management
1.14  Elect  Director Edward E. Whitacre, Jr    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Report on Political Contributions         Against   Against    Shareholder
5     Report on Executive Compensation          Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Adopt Simple Majority Vote                Against   For        Shareholder


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bill L. Amick             For       For        Management
1.2   Elect  Director D. Maybank Hagood         For       For        Management
1.3   Elect  Director William B. Timmerman      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Collato        For       Withhold   Management
1.2   Elect  Director Denise K. Fletcher        For       For        Management
1.3   Elect  Director William C. Rusnack        For       Withhold   Management
1.4   Elect  Director William P. Rutledge       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Option Expensing                  Against   For        Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Performance-Based/Indexed Options         Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     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 Bruce S. Gordon           For       For        Management
1.6   Elect  Director Donald M. James           For       For        Management
1.7   Elect  Director Zack T. Pate              For       For        Management
1.8   Elect  Director J. Neal Purcell           For       For        Management
1.9   Elect  Director David M. Ratcliffe        For       For        Management
1.10  Elect  Director Gerald J. St. Pe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder


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

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     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     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

VEOLIA ENVIRONNEMENT (FORMERLY VIVENDI ENVIRONMENT)

Ticker:       VE             Security ID:  92334N103
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CORPORATE FINANCIAL STATEMENTS            For       For        Management
2     CONSOLIDATED FINANCIAL STATEMENTS         For       For        Management
3     APPROVAL OF THE EXPENSES AND CARGES       For       For        Management
      REFERRED TO IN ARTICLE 39-4 OF THE CODE
      GENERAL DES IMPOTS.
4     TRANSFER FROM THE SPECIAL RESERVE FOR     For       For        Management
      LONG-TERM CAPITAL GAINS TO AN ORDINARY
      RESERVE.
5     ALLOCATION OF NET INCOME AND PAYMENT DATE For       For        Management
      OF DIVIDEND.
6     APPROVAL OF AGREEMENTS SUBJECT TO         For       For        Management
      REGULATION.
7     RENEWAL OF THE TERM OF LEAD AUDITOR.      For       For        Management
8     APPOINTMENT OF THE DEPUTY AUDITOR.        For       For        Management
9     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO TRADE IN THE COMPANY S SHARES.
10    TERMINATION OF AUTHORIZATION GRANTED IN   For       For        Management
      THE 7TH RESOLUTION OF THE COMBINED
      GENERAL SHAREHOLDERS  MEETING OF MAY 12,
      2004, WITH RESPECT TO THE ISSUANCE OF
      BONDS.
11    TO INCREASE SHARE CAPITAL SUBJECT TO      For       For        Management
      PREFERENCIAL SUBSCRIPTION RIGHTS
12    TO INCREASE SHARE CAPITAL WITHOUT         For       Against    Management
      PREFERENTIAL SUBSCRIPTION RIGHTS
13    INCREASE SHARE CAPITAL THROUGH            For       For        Management
      INCORPORATION OF PREMIUMS
14    INCREASE THE NUMBER OF SHARES TO BE       For       Against    Management
      ISSUED IN CONNECTION WITH A SHARE CAPITAL
      INCREASE WITH OR WITHOUT PREFERENTIAL
      SUBSCRIPTION RIGHTS
15    TO INCREASE SHARE CAPITAL BY ISSUING      For       For        Management
      SHARES RESERVED FOR MEMBERS OF SAVINGS
      PLANS, WITHOUT PREFERENTIAL SUBSCRIPTION
      RIGHTS
16    AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO GRANT OPTIONS TO SUBSCRIBE FOR OR
      PURCHASE SHARES.
17    TO AWARD, FOR NO CONSIDERATION, NEWLY     For       Against    Management
      ISSUED OR EXISTING SHARES
18    TO DECREASE THE SHARE CAPITAL BY          For       For        Management
      CANCELLATION OF SHARES
19    SIMPLIFICATION OF PROVISIONS OF THE       For       For        Management
      ARTICLES
20    POWERS                                    For       For        Management


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     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       Withhold   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     Provide for Cumulative Voting             Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions
8     Report on Political Contributions         Against   Against    Shareholder


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

VIMPEL COMMUNICATIONS OJSC

Ticker:       VIP            Security ID:  68370R109
Meeting Date: OCT 8, 2004    Meeting Type: Special
Record Date:  AUG 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE AMENDMENT TO THE CHARTER  For       For        Management
      OF VIMPELCOM.


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 27, 2004   Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE REPORT OF THE DIRECTORS    For       For        Management
      AND FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO RE-ELECT PETER BAMFORD AS A DIRECTOR   For       For        Management
4     TO RE-ELECT JULIAN HORN-SMITH AS A        For       For        Management
      DIRECTOR
5     TO RE-ELECT SIR DAVID SCHOLEY AS A        For       For        Management
      DIRECTOR (MEMBER OF THE NOMINATIONS AND
      GOVERNANCE AND AUDIT COMMITTEE)
6     TO ELECT LUC VANDEVELDE AS A DIRECTOR     For       For        Management
      (MEMBER OF THE REMUNERATION COMMITTEE)
7     TO APPROVE A FINAL DIVIDEND OF 1.07800    For       For        Management
      PENCE PER ORDINARY SHARE
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE AUDITORS REMUNERATION
10    TO AUTHORIZE DONATIONS UNDER THE          For       For        Management
      POLITICAL PARTIES, ELECTIONS AND
      REFERENDUMS ACT 2000
11    TO RENEW AUTHORITY TO ALLOT SHARES UNDER  For       For        Management
      ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
      ASSOCIATION
12    TO RENEW AUTHORITY TO DISAPPLY            For       For        Management
      PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
      THE COMPANY S ARTICLES OF ASSOCIATION+
13    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES+
14    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES PURSUANT TO CONTINGENT
      PURCHASE CONTRACTS AND OFF-MARKET
      PURCHASES+


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juanita H. Hinshaw         For       For        Management
1.2   Elect Director Frank T. MacInnis          For       For        Management
1.3   Elect Director Steven J. Malcolm          For       For        Management
1.4   Elect Director Janice D. Stoney           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard H. Anderson       For       For        Management
1.2   Elect  Director C. Coney Burgess          For       For        Management
1.3   Elect  Director A. Barry Hirschfeld       For       For        Management
1.4   Elect  Director Richard C. Kelly          For       For        Management
1.5   Elect  Director Albert F. Moreno          For       For        Management
1.6   Elect  Director Ralph R. Peterson         For       For        Management
1.7   Elect  Director Dr. Margaret R. Preska    For       For        Management
1.8   Elect  Director Ronald M. Moquist         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

YANZHOU COAL MINING COMPANY LIMITED

Ticker:                      Security ID:  984846105
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAY 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CONSIDER AND APPROVE THE WORKING       For       For        Management
      REPORT OF THE BOARD OF DIRECTORS OF THE
      COMPANY
2     TO CONSIDER AND APPROVE THE WORKING       For       For        Management
      REPORT OF THE SUPERVISORY COMMITTEE OF
      THE COMPANY
3     TO CONSIDER AND APPROVE THE AUDITED       For       For        Management
      FINANCIAL STATEMENTS OF THE COMPANY
4     TO DETERMINE THE REMUNERATION OF THE      For       For        Management
      DIRECTORS AND SUPERVISORS OF THE COMPANY
5     TO CONSIDER AND APPROVE THE ANTICIPATED   For       Against    Management
      AMOUNT OF  SALE OF PRODUCTS AND
      COMMODITIES
6     TO CONSIDER AND APPROVE THE PROPOSED      For       For        Management
      PROFIT DISTRIBUTION PLAN
7     TO CONSIDER AND APPROVE THE AMENDMENTS OF For       For        Management
      THE ARTICLES OF ASSOCIATION OF THE
      COMPANY
8     TO RATIFY AND CONFIRM THE DIRECTORS OF    For       For        Management
      THE SECOND SESSION AND THE SUPERVISORS OF
      THE SECOND SESSION.
9     ELECTION OF DIRECTORS. TO VOTE            For       For        Management
      CUMULATIVELY PLEASE SEE ATTACHED.
10    ELECTION OF DIRECTORS. TO VOTE            For       For        Management
      CUMULATIVELY PLEASE SEE ATTACHED.
11    ELECTION OF DIRECTORS. TO VOTE            For       For        Management
      CUMULATIVELY PLEASE SEE ATTACHED.
12    TO CONSIDER, APPROVE AND ADOPT THE RULES  For       For        Management
      OF PROCEDURE FOR THE SHAREHOLDERS
      MEETING
13    TO CONSIDER, APPROVE AND ADOPT THE RULES  For       For        Management
      OF PROCEDURE FOR THE BOARD OF DIRECTORS
14    TO CONSIDER, APPROVE AND ADOPT THE RULES  For       For        Management
      OF PROCEDURE FOR THE SUPERVISORY
      COMMITTEE
15    TO CONSIDER, APPROVE AND ADOPT THE        For       For        Management
      MANAGEMENT MEASURES FOR THE DIRECTORS
      DECISION MAKING RISK FUND
16    THE APPOINTMENT OF DELOITTE TOUCHE        For       For        Management
      TOHMATSU AND DELOITTE TOUCHE TOHMATSU
      CERTIFIED PUBLIC ACCOUNTANTS LTD.
      INTERNATIONAL
17    THE BOARD IS HEREBY GRANTED AN            For       Against    Management
      UNCONDITIONAL GENERAL MANDATE TO ISSUE,
      ALLOT AND DEAL WITH ADDITIONAL H SHARES

========== END NPX REPORT









                                   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: AllianceBernstein Utility Income
                                          Fund, Inc.


                              By: Marc O. Mayer*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 26, 2005


*By: /s/ Mark R. Manley
     ------------------
         Mark R. Manley
         Secretary