FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-03114

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Select Portfolios

Fund Name: Select Energy Service Portfolio

82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ERIC D. ROITER, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000

DATE OF FISCAL YEAR END: FEBRUARY 28

DATE OF REPORTING PERIOD: 06/30/2005

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, THERE UNTO DULY AUTHORIZED.

Fidelity Select Portfolios

BY:  /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/09/2005 09:23:12 AM

EXHIBIT A

VOTE SUMMARY REPORT
Select Energy Service Portfolio
07/01/2004 - 06/30/2005

Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.

ISSUER NAME: BAKER HUGHES INCORPORATED MEETING DATE: 04/28/2005
TICKER: BHI     SECURITY ID: 057224107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LARRY D. BRADY AS A DIRECTOR	Management	For	For
1.2	ELECT CLARENCE P. CAZALOT, JR AS A DIRECTOR	Management	For	For
1.3	ELECT ANTHONY G. FERNANDES AS A DIRECTOR	Management	For	For
1.4	ELECT J. LARRY NICHOLS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.1	Management	For	For
3	PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.	Management	For	For
4	STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY VOTES PROTOCOL.	Shareholder	Against	Against
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: BJ SERVICES COMPANY MEETING DATE: 03/24/2005
TICKER: BJS     SECURITY ID: 055482103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L. WILLIAM HEILIGBRODT AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES L. PAYNE AS A DIRECTOR	Management	For	For
1.3	ELECT J.W. STEWART AS A DIRECTOR	Management	For	For

ISSUER NAME: CAL DIVE INTERNATIONAL, INC. MEETING DATE: 05/10/2005
TICKER: CDIS     SECURITY ID: 127914109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARTIN FERRON AS A DIRECTOR	Management	For	For
1.2	ELECT GORDON F. AHALT AS A DIRECTOR	Management	For	For
1.3	ELECT ANTHONY TRIPODO AS A DIRECTOR	Management	For	For
2	TO AMEND THE COMPANY S 1997 AMENDED AND RESTATED ARTICLES OF INCORPORATION AND AMENDED AND RESTATED BY-LAWS CONCERNING THE MINNESOTA BUSINESS COMBINATIONS ACT.	Management	For	For
3	TO APPROVE THE 2005 AMENDED AND RESTATED ARTICLES OF INCORPORATION.	Management	For	For
4	TO APPROVE THE CAL DIVE INTERNATIONAL, INC. 2005 LONG TERM INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: CARBO CERAMICS INC. MEETING DATE: 04/19/2005
TICKER: CRR     SECURITY ID: 140781105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CLAUDE E. COOKE, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT CHAD C. DEATON AS A DIRECTOR	Management	For	For
1.3	ELECT H.E. LENTZ, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM C. MORRIS AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN J. MURPHY AS A DIRECTOR	Management	For	For
1.6	ELECT C. MARK PEARSON AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT S. RUBIN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: DIAMOND OFFSHORE DRILLING, INC. MEETING DATE: 05/23/2005
TICKER: DO     SECURITY ID: 25271C102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES S. TISCH AS A DIRECTOR	Management	For	For
1.2	ELECT LAWRENCE R. DICKERSON AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN R. BATKIN AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES L. FABRIKANT AS A DIRECTOR	Management	For	For
1.5	ELECT PAUL G. GAFFNEY, II AS A DIRECTOR	Management	For	For
1.6	ELECT HERBERT C. HOFMANN AS A DIRECTOR	Management	For	For
1.7	ELECT ARTHUR L. REBELL AS A DIRECTOR	Management	For	For
1.8	ELECT RAYMOND S. TROUBH AS A DIRECTOR	Management	For	For
2	TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AMENDED AND RESTATED DIAMOND OFFSHORE DRILLING, INC. 2000 STOCK OPTION PLAN.	Management	For	Against
3	TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE DIAMOND OFFSHORE DRILLING, INC. INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS.	Management	For	For
4	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: DRIL-QUIP, INC. MEETING DATE: 05/12/2005
TICKER: DRQ     SECURITY ID: 262037104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. MIKE WALKER AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN V. LOVOI AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE APPOINTMENT OF BDO SEIDMAN LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005	Management	For	For

ISSUER NAME: FMC TECHNOLOGIES, INC. MEETING DATE: 04/28/2005
TICKER: FTI     SECURITY ID: 30249U101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS M. HAMILTON AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD A. PATTAROZZI AS A DIRECTOR	Management	For	For

ISSUER NAME: FOREST OIL CORPORATION MEETING DATE: 05/10/2005
TICKER: FST     SECURITY ID: 346091705
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FORREST E. HOGLUND AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES H. LEE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: GLOBALSANTAFE CORPORATION MEETING DATE: 06/07/2005
TICKER: GSF     SECURITY ID: G3930E101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD L. GEORGE AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT E. ROSE AS A DIRECTOR	Management	For	For
1.3	ELECT STEPHEN J. SOLARZ AS A DIRECTOR	Management	For	For
1.4	ELECT NADER H. SULTAN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND THE COMPANY S 2003 LONG-TERM INCENTIVE PLAN TO REDUCE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND INCREASE THE NUMBER OF SUCH SHARES AVAILABLE FOR FULL-VALUE STOCK AWARDS.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: GRANT PRIDECO, INC. MEETING DATE: 05/11/2005
TICKER: GRP     SECURITY ID: 38821G101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID J. BUTTERS AS A DIRECTOR	Management	For	For
1.2	ELECT ELIOT M. FRIED AS A DIRECTOR	Management	For	For
1.3	ELECT DENNIS R. HENDRIX AS A DIRECTOR	Management	For	For
1.4	ELECT HAROLD E. LAYMAN AS A DIRECTOR	Management	For	For
1.5	ELECT SHELDON B. LUBAR AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL MCSHANE AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT K. MOSES, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT JOSEPH E. REID AS A DIRECTOR	Management	For	For
1.9	ELECT DAVID A. TRICE AS A DIRECTOR	Management	For	For

ISSUER NAME: GREY WOLF, INC. MEETING DATE: 05/17/2005
TICKER: GW     SECURITY ID: 397888108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN A. WEBSTER AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM R. ZIEGLER AS A DIRECTOR	Management	For	For

ISSUER NAME: HALLIBURTON COMPANY MEETING DATE: 05/18/2005
TICKER: HAL     SECURITY ID: 406216101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT R.L. CRANDALL AS A DIRECTOR	Management	For	For
1.2	ELECT K.T. DERR AS A DIRECTOR	Management	For	For
1.3	ELECT S.M. GILLIS AS A DIRECTOR	Management	For	For
1.4	ELECT W.R. HOWELL AS A DIRECTOR	Management	For	For
1.5	ELECT R.L. HUNT AS A DIRECTOR	Management	For	For
1.6	ELECT D.J. LESAR AS A DIRECTOR	Management	For	For
1.7	ELECT J.L. MARTIN AS A DIRECTOR	Management	For	For
1.8	ELECT J.A. PRECOURT AS A DIRECTOR	Management	For	For
1.9	ELECT D.L. REED AS A DIRECTOR	Management	For	For
2	PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS.	Management	For	For
3	STOCKHOLDER PROPOSAL ON SEVERANCE AGREEMENTS.	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL ON DIRECTOR ELECTION VOTE THRESHOLD.	Shareholder	Against	Against

ISSUER NAME: HELMERICH & PAYNE, INC. MEETING DATE: 03/02/2005
TICKER: HP     SECURITY ID: 423452101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM L. ARMSTRONG AS A DIRECTOR	Management	For	For
1.2	ELECT L.F. ROONEY, III AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN D. ZEGLIS AS A DIRECTOR	Management	For	For

ISSUER NAME: HORNBECK OFFSHORE SERVICES, INC. MEETING DATE: 05/03/2005
TICKER: HOS     SECURITY ID: 440543106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT TODD M. HORNBECK AS A DIRECTOR	Management	For	For
1.2	ELECT PATRICIA B. MELCHER AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE HORNBECK OFFSHORE SERVICES, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN	Management	For	For
3	APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION, WHICH LIMITS THE LIABILITY OF DIRECTORS AS CONTEMPLATED UNDER SECTION 102(B)(7) OF THE DELAWARE GENERAL CORPORATION LAW1	Management	For	For
4	RATIFICATION OF SELECTION OF AUDITORS - TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND AUDITORS FOR THE CURRENT FISCAL YEAR1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: HYDRIL COMPANY MEETING DATE: 05/17/2005
TICKER: HYDL     SECURITY ID: 448774109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GORDON T. HALL AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD C. SEAVER AS A DIRECTOR	Management	For	For
1.3	ELECT T. DON STACY AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE HYDRIL COMPANY 2005 INCENTIVE PLAN.	Management	For	Against
3	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: LONE STAR TECHNOLOGIES, INC. MEETING DATE: 04/25/2005
TICKER: LSS     SECURITY ID: 542312103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT KELLEY AS A DIRECTOR	Management	For	For
1.2	ELECT ALFRED M. MICALLEF AS A DIRECTOR	Management	For	For
1.3	ELECT JERRY E. RYAN AS A DIRECTOR	Management	For	For
2	APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: MAVERICK TUBE CORPORATION MEETING DATE: 05/16/2005
TICKER: MVK     SECURITY ID: 577914104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C. ROBERT BUNCH AS A DIRECTOR	Management	For	For
1.2	ELECT GERALD HAGE AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID H. KENNEDY AS A DIRECTOR	Management	For	For
1.4	ELECT WAYNE P. MANG AS A DIRECTOR	Management	For	For
1.5	ELECT PAUL MCDERMOTT AS A DIRECTOR	Management	For	For
1.6	ELECT C. ADAMS MOORE AS A DIRECTOR	Management	For	For
2	APPROVAL OF SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN.	Management	For	Against
3	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.	Management	For	For

ISSUER NAME: NABORS INDUSTRIES LTD. MEETING DATE: 06/07/2005
TICKER: NBR     SECURITY ID: G6359F103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ANTHONY G. PETRELLO AS A DIRECTOR	Management	For	For
1.2	ELECT MYRON M. SHEINFELD AS A DIRECTOR	Management	For	For
1.3	ELECT MARTIN J. WHITMAN AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET AUDITORS REMUNERATION.	Management	For	For
3	AMENDMENT TO AMENDED AND RESTATED BYE-LAWS TO REQUIRE SHAREHOLDER APPROVAL OF CERTAIN DISPOSITIONS OF COMPANY S ASSETS.	Management	For	For
4	AMENDMENT TO 2003 EMPLOYEE STOCK PLAN TO MAKE NONEMPLOYEE DIRECTORS ELIGIBLE PARTICIPANTS.	Management	For	For
5	SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO ADOPT A POLICY THAT A SIGNIFICANT AMOUNT OF FUTURE STOCK GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED.	Shareholder	Against	Against

ISSUER NAME: NATIONAL-OILWELL, INC. MEETING DATE: 03/11/2005
TICKER: NOV     SECURITY ID: 637071101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC. AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR TO THE SPECIAL MEETING, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Management	For	For
2	TO APPROVE THE NATIONAL OILWELL VARCO LONG-TERM INCENTIVE PLAN, SUBJECT TO COMPLETION OF THE MERGER CONTEMPLATED BY THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC. AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR TO THE SPECIAL MEETING.	Management	For	For
3	TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSALS.	Management	For	Abstain
4	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.	Management	For	Abstain

ISSUER NAME: NOBLE CORPORATION MEETING DATE: 04/28/2005
TICKER: NE     SECURITY ID: G65422100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LAWRENCE J. CHAZEN AS A DIRECTOR	Management	For	For
1.2	ELECT MARY P. RICCIARDELLO AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM A. SEARS* AS A DIRECTOR1	Management	For	For
2	APPROVAL OF ADOPTION OF SPECIAL RESOLUTION OF MEMBERS TO AMEND ARTICLES OF ASSOCIATION TO INCREASE DIRECTOR RETIREMENT AGE.	Management	For	For
3	APPROVAL OF THE PROPOSAL REGARDING THE AMENDED AND RESTATED NOBLE CORPORATION 1992 NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.	Management	For	For
4	APPROVAL OF THE PROPOSAL TO AMEND THE NOBLE CORPORATION EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS.	Management	For	For
5	APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR 2005.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: OCEANEERING INTERNATIONAL, INC. MEETING DATE: 05/10/2005
TICKER: OII     SECURITY ID: 675232102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT T. JAY COLLINS AS A DIRECTOR	Management	For	For
1.2	ELECT D. MICHAEL HUGHES AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE 2005 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC.	Management	For	Against
3	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: OFFSHORE LOGISTICS, INC. MEETING DATE: 09/09/2004
TICKER: OLG     SECURITY ID: 676255102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PETER N. BUCKLEY AS A DIRECTOR	Management	For	For
1.2	ELECT STEPHEN J. CANNON AS A DIRECTOR	Management	For	For
1.3	ELECT JONATHAN H. CARTWRIGHT AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM E. CHILES AS A DIRECTOR	Management	For	For
1.5	ELECT DAVID M. JOHNSON AS A DIRECTOR	Management	For	For
1.6	ELECT KENNETH M. JONES AS A DIRECTOR	Management	For	For
1.7	ELECT PIERRE H. JUNGELS, CBE AS A DIRECTOR	Management	For	For
1.8	ELECT THOMAS C. KNUDSON AS A DIRECTOR	Management	For	For
1.9	ELECT KEN C. TAMBLYN AS A DIRECTOR	Management	For	For
1.10	ELECT ROBERT W. WALDRUP AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE OFFSHORE LOGISTICS, INC. 2004 STOCK INCENTIVE PLAN	Management	For	For

ISSUER NAME: OIL STATES INTERNATIONAL, INC. MEETING DATE: 05/18/2005
TICKER: OIS     SECURITY ID: 678026105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L.E. SIMMONS AS A DIRECTOR	Management	For	For
1.2	ELECT DOUGLAS E. SWANSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OR ERNST & YOUNG LLP AS THE AUDITORS OF THE COMPANY FOR THE CURRENT YEAR.1	Management	For	For
3	APPROVAL OF THE OIL STATES INTERNATIONAL, INC. 2001 EQUITY PARTICIPATION PLAN, AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 2005.	Management	For	Against
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PATTERSON-UTI ENERGY, INC. MEETING DATE: 06/15/2005
TICKER: PTEN     SECURITY ID: 703481101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK S. SIEGEL AS A DIRECTOR	Management	For	For
1.2	ELECT CLOYCE A. TALBOTT AS A DIRECTOR	Management	For	For
1.3	ELECT A. GLENN PATTERSON AS A DIRECTOR	Management	For	For
1.4	ELECT KENNETH N. BERNS AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT C. GIST AS A DIRECTOR	Management	For	For
1.6	ELECT CURTIS W. HUFF AS A DIRECTOR	Management	For	For
1.7	ELECT TERRY H. HUNT AS A DIRECTOR	Management	For	For
1.8	ELECT KENNETH R. PEAK AS A DIRECTOR	Management	For	For
1.9	ELECT NADINE C. SMITH AS A DIRECTOR	Management	For	For
2	APPROVE THE ADOPTION OF THE PATTERSON-UTI ENERGY, INC 2005 LONG-TERM INCENTIVE PLAN (THE 2005 PLAN ).1	Management	For	For
3	RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PRECISION DRILLING CORP MEETING DATE: 05/10/2005
TICKER: --     SECURITY ID: 74022D100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ELECT MESSERS. W.C MICKEY DUNN, ROBERT J.S. GIBSON, PATRICK M. MURRAY, FREDW. PHEASEY, ROBERT L. PHILLIPS, HANK B. SWARTOUT AND H. GARTH WIGGINS AS THE DIRECTORS	Management	Unknown	For
2	APPOINT KPMG LLP CHARTERED ACCOUNTANTS AS THE AUDITOR OF THE CORPORATION TO HOLD OFFICE UNTIL THE NEXT AGM OF SHAREHOLDERS	Management	Unknown	For
3	AMEND THE ARTICLES OF CORPORATION, PURSUANT TO SECTION 173 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) (THE ACT), TO DIVIDE THE ISSUED AND OUTSTANDING COMMON SHARES ON A 2 FOR 1 BASIS AND AUTHORIZE THE DIRECTORS OR OFFICERS OF THE CORPORATION TO SIGN ALL SUCH DOCUMENTS, INCLUDING WITHOUT LIMITATION, ARTICLES OF AMENDMENT, AND TO DO ALL SUCH ACTS AND THINGS, INCLUDING WITHOUT LIMITATION, DELIVERING SUCH ARTICLES OF AMENDMENT TO THE DIRECTOR UNDER THE ACT, AS SUCH DIRECTOR OR OFFICER DETERMINES, IN...1	Management	Unknown	For
4	APPROVE AND RATIFY THE 2005 STOCK OPTION PLAN AND AUTHORIZE ANY OFFICER OR DIRECTOR OF THE CORPORATION ON BEHALF OF AND IN THE NAME OF THE CORPORATION TO TAKE ALL NECESSARY STEPS AND PROCEEDINGS, TO EXECUTE, DELIVER AND FILE ANY AND ALL DECLARATIONS, AGREEMENTS, DOCUMENTS AND OTHER INSTRUMENTS AND TO DO ALL SUCH OTHER ACTS AND THINGS, WHETHER UNDER CORPORATE SEAL OF THE CORPORATION OR OTHERWISE THAT MAY BE NECESSARY OR DESIRABLE TO GIVE EFFECT TO THE PROVISIONS OF THIS RESOLUTION	Management	Unknown	For
5	TRANSACT SUCH OTHER BUSINESS	N/A	N/A	N/A
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PRECISION DRILLING CORPORATION MEETING DATE: 05/10/2005
TICKER: PDS     SECURITY ID: 74022D100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT W.C. (MICKEY) DUNN AS A DIRECTOR1	Management	For	For
1.2	ELECT ROBERT J.S. GIBSON AS A DIRECTOR	Management	For	For
1.3	ELECT PATRICK M. MURRAY AS A DIRECTOR	Management	For	For
1.4	ELECT FRED W. PHEASEY AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT L. PHILLIPS AS A DIRECTOR	Management	For	For
1.6	ELECT HANK B. SWARTOUT AS A DIRECTOR	Management	For	For
1.7	ELECT H. GARTH WIGGINS AS A DIRECTOR	Management	For	For
2	TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR.	Management	For	For
3	TO AMEND THE CORPORATION S ARTICLES TO DIVIDE THE ISSUED AND OUTSTANDING COMMON SHARES ON A TWO-FOR-ONE BASIS.	Management	For	For
4	TO APPROVE THE 2005 STOCK OPTION PLAN AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PRIDE INTERNATIONAL, INC. MEETING DATE: 05/12/2005
TICKER: PDE     SECURITY ID: 74153Q102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT L. BARBANELL AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL A. BRAGG AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID A.B. BROWN AS A DIRECTOR	Management	For	For
1.4	ELECT J.C. BURTON AS A DIRECTOR	Management	For	For
1.5	ELECT ARCHIE W. DUNHAM AS A DIRECTOR	Management	For	For
1.6	ELECT RALPH D. MCBRIDE AS A DIRECTOR	Management	For	For
1.7	ELECT DAVID B. ROBSON AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 600,000.	Management	For	For

ISSUER NAME: QUICKSILVER RESOURCES INC. MEETING DATE: 05/17/2005
TICKER: KWK     SECURITY ID: 74837R104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS F. DARDEN AS A DIRECTOR	Management	For	For
1.2	ELECT MARK J. WARNER AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY1	Management	For	For
3	AMENDMENT TO THE 2004 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: RANGE RESOURCES CORPORATION MEETING DATE: 05/18/2005
TICKER: RRC     SECURITY ID: 75281A109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT E. AIKMAN AS A DIRECTOR	Management	For	For
1.2	ELECT CHARLES L. BLACKBURN AS A DIRECTOR	Management	For	For
1.3	ELECT ANTHONY V. DUB AS A DIRECTOR	Management	For	For
1.4	ELECT V. RICHARD EALES AS A DIRECTOR	Management	For	For
1.5	ELECT ALLEN FINKELSON AS A DIRECTOR	Management	For	For
1.6	ELECT JONATHAN S. LINKER AS A DIRECTOR	Management	For	For
1.7	ELECT KEVIN S. MCCARTHY AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN H. PINKERTON AS A DIRECTOR	Management	For	For
1.9	ELECT JEFFREY L. VENTURA AS A DIRECTOR	Management	For	For
2	APPROVE ADDITIONAL COMMON STOCK UNDER CERTIFICATE.	Management	For	For
3	APPROVE INDEMNIFICATION CHANGE TO CERTIFICATE.	Management	For	For
4	APPROVE 2005 EQUITY-BASED COMPENSATION PLAN.	Management	For	For
5	INCREASE COMMON STOCK UNDER 2005 EQUITY PLAN.	Management	For	For
6	RATIFY ERNST & YOUNG LLP FOR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ROWAN COMPANIES, INC. MEETING DATE: 04/22/2005
TICKER: RDC     SECURITY ID: 779382100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT R.G. CROYLE AS A DIRECTOR	Management	For	For
1.2	ELECT D.F. MCNEASE AS A DIRECTOR	Management	For	For
1.3	ELECT LORD MOYNIHAN AS A DIRECTOR	Management	For	For
2	THE APPROVAL OF THE 2005 ROWAN COMPANIES, INC. LONG-TERM INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: RPC, INC. MEETING DATE: 04/26/2005
TICKER: RES     SECURITY ID: 749660106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT R. RANDALL ROLLINS AS A DIRECTOR	Management	For	For
1.2	ELECT HENRY B. TIPPIE AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES B. WILLIAMS AS A DIRECTOR	Management	For	For

ISSUER NAME: SCHLUMBERGER LIMITED (SCHLUMBERGER N MEETING DATE: 04/13/2005
TICKER: SLB     SECURITY ID: 806857108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. DEUTCH AS A DIRECTOR	Management	For	For
1.2	ELECT J.S. GORELICK AS A DIRECTOR	Management	For	For
1.3	ELECT A. GOULD AS A DIRECTOR	Management	For	For
1.4	ELECT T. ISAAC AS A DIRECTOR	Management	For	For
1.5	ELECT A. LAJOUS AS A DIRECTOR	Management	For	For
1.6	ELECT A. LEVY-LANG AS A DIRECTOR	Management	For	For
1.7	ELECT M.E. MARKS AS A DIRECTOR	Management	For	For
1.8	ELECT D. PRIMAT AS A DIRECTOR	Management	For	For
1.9	ELECT T.I. SANDVOLD AS A DIRECTOR	Management	For	For
1.10	ELECT N. SEYDOUX AS A DIRECTOR	Management	For	For
1.11	ELECT L.G. STUNTZ AS A DIRECTOR	Management	For	For
1.12	ELECT R. TALWAR AS A DIRECTOR	Management	For	For
2	ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS	Management	For	For
3	ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES OF INCORPORATION	Management	For	For
4	ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES OF INCORPORATION	Management	For	For
5	APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 OPTION PLAN	Management	For	For
6	APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN	Management	For	For
7	APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Management	For	For

ISSUER NAME: SMITH INTERNATIONAL, INC. MEETING DATE: 04/26/2005
TICKER: SII     SECURITY ID: 832110100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT G. CLYDE BUCK AS A DIRECTOR	Management	For	For
1.2	ELECT LOREN K. CARROLL AS A DIRECTOR	Management	For	For
1.3	ELECT DOD A. FRASER AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION.	Management	For	For
3	APPROVAL OF LONG-TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED.	Management	For	For
4	APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SUPERIOR ENERGY SERVICES, INC. MEETING DATE: 05/25/2005
TICKER: SPN     SECURITY ID: 868157108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ENOCH L. DAWKINS AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES M. FUNK AS A DIRECTOR	Management	For	For
1.3	ELECT TERENCE E. HALL AS A DIRECTOR	Management	For	For
1.4	ELECT ERNEST E. HOWARD, III AS A DIRECTOR	Management	For	For
1.5	ELECT RICHARD A. PATTAROZZI AS A DIRECTOR	Management	For	For
1.6	ELECT JUSTIN L. SULLIVAN AS A DIRECTOR	Management	For	For
2	2005 STOCK INCENTIVE PLAN	Management	For	For
3	APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005	Management	For	For

ISSUER NAME: TIDEWATER INC. MEETING DATE: 07/15/2004
TICKER: TDW     SECURITY ID: 886423102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD T. DU MOULIN AS A DIRECTOR	Management	For	For
1.2	ELECT J. WAYNE LEONARD AS A DIRECTOR	Management	For	For
1.3	ELECT PAUL W. MURRILL AS A DIRECTOR	Management	For	For
1.4	ELECT DEAN E. TAYLOR AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.1	Management	For	For
3	STOCKHOLDER PROPOSAL REGARDING THE DECLASSIFICATION OF THE BOARD OF DIRECTORS AND THE ANNUAL ELECTION OF ALL DIRECTORS.	Shareholder	Against	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: TRANSOCEAN INC. MEETING DATE: 05/12/2005
TICKER: RIG     SECURITY ID: G90078109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JUDY J. KELLY AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERTO MONTI AS A DIRECTOR	Management	For	For
1.3	ELECT IAN C. STRACHAN AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 2,500,000 TO 3,500,000.	Management	For	For
3	APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: UNIT CORPORATION MEETING DATE: 05/04/2005
TICKER: UNT     SECURITY ID: 909218109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KING P. KIRCHNER AS A DIRECTOR	Management	For	For
1.2	ELECT DON COOK AS A DIRECTOR	Management	For	For
1.3	ELECT J. MICHAEL ADCOCK AS A DIRECTOR	Management	For	For
2	RATIFICATION OF AUDITORS	Management	For	For

ISSUER NAME: UNIVERSAL COMPRESSION HOLDINGS, INC. MEETING DATE: 07/23/2004
TICKER: UCO     SECURITY ID: 913431102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS C. CASE AS A DIRECTOR	Management	For	For
1.2	ELECT JANET F. CLARK AS A DIRECTOR	Management	For	For
1.3	ELECT URIEL E. DUTTON AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT TO OUR INCENTIVE STOCK OPTION PLAN.	Management	For	Against
3	APPROVAL OF THE AMENDMENT TO OUR RESTRICTED STOCK PLAN.	Management	For	Against
4	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: VALERO ENERGY CORPORATION MEETING DATE: 04/28/2005
TICKER: VLO     SECURITY ID: 91913Y100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT W.E. 'BILL' BRADFORD AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD K. CALGAARD AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM E. GREEHEY AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF KPMG LLP AS VALERO S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.	Management	For	For
3	APPROVE THE 2005 OMNIBUS STOCK INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: VARCO INTERNATIONAL, INC. MEETING DATE: 03/11/2005
TICKER: VRC     SECURITY ID: 922122106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE CORPORATION, AND VARCO INTERNATIONAL, INC., A DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL BE MERGED WITH AND INTO NATIONAL OILWELL.	Management	For	For
2	TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 1.	Management	For	Abstain
3	IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.1	Management	For	Abstain
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: WEATHERFORD INTERNATIONAL LTD. MEETING DATE: 05/13/2005
TICKER: WFT     SECURITY ID: G95089101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT NICHOLAS F. BRADY AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID J. BUTTERS AS A DIRECTOR	Management	For	For
1.3	ELECT BERNARD J. DUROC-DANNER AS A DIRECTOR	Management	For	For
1.4	ELECT SHELDON B. LUBAR AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM E. MACAULAY AS A DIRECTOR	Management	For	For
1.6	ELECT ROBERT B. MILLARD AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT K. MOSES, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT ROBERT A. RAYNE AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ERNST & YOUNG LLP S REMUNERATION.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.