UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-1512

Exact name of registrant as specified in charter:       Oppenheimer Capital
                                                        Income Fund

Address of principal executive offices:                 6803 South Tucson Way
                                                        Centennial, CO 80112

Name and address of agent for service:                  Two World Financial Center
                                                        225 Liberty Street
                                                        New York, NY 10281-1008

Registrant's telephone number, including area code:     303-768-3200

Date of fiscal year end:                                8/31

Date of reporting period:                               07/01/2004-06/30/2005

Item 1.           Proxy Voting Record




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

ICA File Number: 811-01512
Reporting Period: 07/01/2004 - 06/30/2005
Oppenheimer Capital Income Fund









======================= OPPENHEIMER CAPITAL INCOME FUND ========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.S. Daley                 For       For        Management
1.3   Elect Director H.L. Fuller                For       For        Management
1.4   Elect Director R.A. Gonzalez              For       For        Management
1.5   Elect Director J.M. Greenberg             For       For        Management
1.6   Elect Director J.M. Leiden                For       For        Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director B. Powell Jr.              For       For        Management
1.9   Elect Director A.B. Rand                  For       For        Management
1.10  Elect Director W.A. Reynolds              For       For        Management
1.11  Elect Director R.S. Roberts               For       For        Management
1.12  Elect Director W.D. Smithburg             For       For        Management
1.13  Elect Director J.R. Walter                For       For        Management
1.14  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Link Executive Compensation to Government Against   Against    Shareholder
      Fines
4     Performance- Based/Indexed Options        Against   For        Shareholder
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Report on Operational Imact of HIV/AIDS,  Against   Abstain    Shareholder
      TB, and Malaria Pandemic
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Evan G. Greenberg         For       For        Management
1.2   Elect  Director John A. Krol              For       For        Management
2     Ratify Auditors                           For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director  Elizabeth E. Bailey       For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       Withhold   Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Carlos Slim Helu           For       For        Management
1.12  Elect Director Stephen M. Wolf            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Product Warnings for Pregnant Women       Against   Abstain    Shareholder
7     Cease Use of Light and Ultra Light in     Against   Abstain    Shareholder
      Cigarette Marketing
8     Apply Fire Safety Standards for           Against   Abstain    Shareholder
      Cigarettes


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ANTHRACITE CAPITAL, INC.

Ticker:       AHR            Security ID:  037023108
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hugh R. Frater            For       For        Management
1.2   Elect  Director Jeffrey C. Keil           For       For        Management
2     Ratify Auditors                           For       For        Management


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ASSURED GUARANTY LTD

Ticker:       AGO            Security ID:  G0585R106
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF PATRICK W. KENNY AS CLASS I   For       For        Management
      DIRECTOR FOR A TERM EXPIRING IN 2008
2     RE-APPROVAL OF THE ASSURED GUARANTY LTD.  For       For        Management
      2004 LONG-TERM INCENTIVE PLAN
3     APPROVAL OF THE ASSURED GUARANTY LTD.     For       For        Management
      EMPLOYEE STOCK PURCHASE PLAN
4     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT ACCOUNTANTS OF ASSURED
      GUARANTY LTD. FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2005
5.1   Elect  Director Howard Albert             For       For        Management
5.2   Elect  Director Robert Bailenson          For       For        Management
5.3   Elect  Director Dominic J. Frederico      For       For        Management
5.4   Elect  Director James M. Michener         For       For        Management
5.5   Elect  Director Robert B. Mills           For       For        Management
5.6   Elect  Director David Penchoff            For       For        Management
5.7   Elect  Director Pierre A. Samson          For       For        Management
5.8   Elect  Director James M. Michener         For       For        Management
5.9   Elect  Director Robert B. Mills           For       For        Management
5.10  Elect  Director Michael J. Schozer        For       For        Management
5.11  Elect  Director Kenneth Thomson           For       For        Management
5.12  Elect  Director Robert Worme              For       For        Management
6     Ratify Auditors                           For       For        Management
7     CHANGING THE NAME OF AGRI TO  ASSURED     For       For        Management
      GUARANTY RE LTD.
8     Ratify Auditors                           For       For        Management


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AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director William F. Aldinger        For       For        Management
3.2   Elect Director Kenneth T. Derr            For       For        Management
3.3   Elect Director D.W. Dorman                For       For        Management
3.4   Elect Director M.K. Eickhoff-Smith        For       For        Management
3.5   Elect Director H.L. Henkel                For       For        Management
3.6   Elect Director F.C. Herringer             For       For        Management
3.7   Elect Director Jon C. Madonna             For       For        Management
3.8   Elect Director Donald F. McHenry          For       For        Management
3.9   Elect Director Tony L. White              For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Awards to Executives                Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder
8     Redeem or Vote Poison Pill                Against   For        Shareholder
9     Review Executive Compensation             Against   For        Shareholder
10    Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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B&G FOODS, INC.

Ticker:       BGF            Security ID:  05508R205
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard S. Polaner        For       For        Management
1.2   Elect  Director James R. Chambers         For       For        Management
1.3   Elect  Director Cynthia T. Jamison        For       For        Management
1.4   Elect  Director David L. Wenner           For       For        Management
1.5   Elect  Director Nicholas B. Dunphy        For       For        Management
1.6   Elect  Director Alfred Poe                For       For        Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director W. Steven Jones           For       For        Management
1.8   Elect  Director Kenneth D. Lewis          For       For        Management
1.9   Elect  Director Walter E. Massey          For       For        Management
1.10  Elect  Director Thomas J. May             For       For        Management
1.11  Elect  Director Patricia E. Mitchell      For       For        Management
1.12  Elect  Director Edward L. Romero          For       For        Management
1.13  Elect  Director Thomas M. Ryan            For       For        Management
1.14  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.15  Elect  Director Meredith R. Spangler      For       For        Management
1.16  Elect  Director Robert L. Tillman         For       For        Management
1.17  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Abstain    Shareholder
4     Director Nominee Amendment                Against   Against    Shareholder


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ray J. Groves              For       For        Management
1.2   Elect Director Peter M. Nicholas          For       For        Management
1.3   Elect Director Warren B. Rudman           For       For        Management
1.4   Elect Director James R. Tobin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Francis J. Aguilar        For       Withhold   Management
1.2   Elect  Director John A. Rolls             For       Withhold   Management
1.3   Elect  Director L. Jacques Menard         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr D C Allen              For       For        Management
1.2   Elect  Director Lord Browne               For       For        Management
1.3   Elect  Director Mr J H  Bryan             For       For        Management
1.4   Elect  Director Mr A  Burgmans            For       For        Management
1.5   Elect  Director Mr I C  Conn              For       For        Management
1.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
1.7   Elect  Director Mr D J  Flint             For       For        Management
1.8   Elect  Director Dr B E  Grote             For       For        Management
1.9   Elect  Director Dr A B  Hayward           For       For        Management
1.10  Elect  Director Dr D S  Julius            For       For        Management
1.11  Elect  Director Sir Tom Mckillop          For       For        Management
1.12  Elect  Director Mr J A  Manzoni           For       For        Management
1.13  Elect  Director Dr W E  Massey            For       For        Management
1.14  Elect  Director Mr H M P  Miles           For       For        Management
1.15  Elect  Director Sir Ian Prosser           For       For        Management
1.16  Elect  Director Mr M H Wilson             For       For        Management
1.17  Elect  Director Mr P D Sutherland         For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
4     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
7     TO APPROVE THE RENEWAL OF EXECUTIVE       For       For        Management
      DIRECTORS  INCENTIVE PLAN
8     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS


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CABLEVISION SYSTEMS CORP.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles D. Ferris          For       Withhold   Management
1.2   Elect Director Richard H. Hochman         For       Withhold   Management
1.3   Elect Director Victor Oristano            For       Withhold   Management
1.4   Elect Director Vincent Tese               For       Withhold   Management
1.5   Elect Director Thomas V. Reifenheiser     For       Withhold   Management
1.6   Elect Director John R. Ryan               For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Myra J. Biblowit           For       Withhold   Management
1.2   Elect Director Leonard S. Coleman         For       Withhold   Management
1.3   Elect Director Cheryl D. Mills            For       Withhold   Management
1.4   Elect Director Brian Mulroney             For       Withhold   Management
1.5   Elect Director Robert E. Nederlander      For       Withhold   Management
1.6   Elect Director Ronald L. Nelson           For       Withhold   Management
1.7   Elect Director Robert W. Pittman          For       Withhold   Management
1.8   Elect Director Pauline D. E. Richards     For       Withhold   Management
1.9   Elect Director Sheli Z. Rosenburg         For       Withhold   Management
1.10  Elect Director Robert F. Smith            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Klaus Kleinfeld           For       For        Management
1.9   Elect  Director Dudley C. Mecum           For       For        Management
1.10  Elect  Director Anne Mulcahy              For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director Charles Prince            For       For        Management
1.13  Elect  Director Judith Rodin              For       For        Management
1.14  Elect  Director Robert E. Rubin           For       For        Management
1.15  Elect  Director Franklin A. Thomas        For       For        Management
1.16  Elect  Director Sanford I. Weill          For       For        Management
1.17  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Prohibit Chairman From Management Duties, Against   Against    Shareholder
      Titles or Responsibilities
7     Limit Executive Compensation              Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Review/Limit Executive Compensation       Against   Against    Shareholder
10    Adopt Simple Majority Vote                Against   For        Shareholder


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CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerry Elliott             For       For        Management
1.2   Elect  Director Lawton Wehle Fitt         For       For        Management
1.3   Elect  Director Stanley Harfenist         For       For        Management
1.4   Elect  Director William M. Kraus          For       For        Management
1.5   Elect  Director Scott N. Schneider        For       For        Management
1.6   Elect  Director Larraine D. Segil         For       For        Management
1.7   Elect  Director Robert A. Stanger         For       For        Management
1.8   Elect  Director Edwin Tornberg            For       For        Management
1.9   Elect  Director David H. Ward             For       For        Management
1.10  Elect  Director Myron A. Wick, III        For       For        Management
1.11  Elect  Director  Mary Agnes Wilderotter   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan D. Feld               For       Withhold   Management
1.2   Elect Director Perry J. Lewis             For       Withhold   Management
1.3   Elect Director L. Lowry Mays              For       Withhold   Management
1.4   Elect Director Mark P. Mays               For       Withhold   Management
1.5   Elect Director Randall T. Mays            For       Withhold   Management
1.6   Elect Director B.J. McCombs               For       Withhold   Management
1.7   Elect Director Phyllis B. Riggins         For       Withhold   Management
1.8   Elect Director Theodore H. Strauss        For       Withhold   Management
1.9   Elect Director J.C. Watts                 For       Withhold   Management
1.10  Elect Director John H. Williams           For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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CSK AUTO CORP.

Ticker:       CAO            Security ID:  125965103
Meeting Date: JUN 16, 2005   Meeting Type: Annual
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maynard Jenkins           For       For        Management
1.2   Elect  Director James G. Bazlen           For       For        Management
1.3   Elect  Director Morton Godlas             For       For        Management
1.4   Elect  Director Terilyn A. Henderson      For       For        Management
1.5   Elect  Director Charles K. Marquis        For       For        Management
1.6   Elect  Director Charles J. Philippin      For       For        Management
1.7   Elect  Director William A. Shutzer        For       For        Management
2     Ratify Auditors                           For       For        Management


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EMMIS COMMUNICATIONS CORP.

Ticker:       EMMS           Security ID:  291525202
Meeting Date: JUN 13, 2005   Meeting Type: Special
Record Date:  MAY 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve/Amend Conversion of Securities    For       For        Management


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EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR
      EQUITY COMPENSATION PLAN.
4     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL
      INCENTIVE PLAN.


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FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: NOV 4, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       Withhold   Management
1.2   Elect  Director Geoffrey T. Boisi         For       Withhold   Management
1.3   Elect  Director Michelle Engler           For       Withhold   Management
1.4   Elect  Director Richard Karl Goeltz       For       Withhold   Management
1.5   Elect  Director Thomas S. Johnson         For       Withhold   Management
1.6   Elect  Director William M. Lewis, Jr.     For       Withhold   Management
1.7   Elect  Director John B. Mccoy             For       Withhold   Management
1.8   Elect  Director Eugene M. Mcquade         For       Withhold   Management
1.9   Elect  Director Shaun F. O'Malley         For       Withhold   Management
1.10  Elect  Director Ronald F. Poe             For       Withhold   Management
1.11  Elect  Director Stephen A. Ross           For       Withhold   Management
1.12  Elect  Director Richard F. Syron          For       Withhold   Management
1.13  Elect  Director William J. Turner         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Employee Stock Purchase Plan        For       Against    Management


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director William M. Castell        For       For        Management
1.3   Elect  Director Dennis D. Dammerman       For       For        Management
1.4   Elect  Director Ann M. Fudge              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       For        Management
1.6   Elect  Director Jeffrey R. Immelt         For       For        Management
1.7   Elect  Director Andrea Jung               For       For        Management
1.8   Elect  Director Alan G. Lafley            For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
5     Report on PCB Clean-up Costs              Against   Against    Shareholder
6     Adopt Policy on Overboarded Directors     Against   Against    Shareholder
7     Prepare a Sustainability Report           Against   Against    Shareholder
8     Political Contributions/Activities        Against   Against    Shareholder
9     Eliminate Animal Testing                  Against   Against    Shareholder


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GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. George         For       For        Management
1.2   Elect  Director Robert E. Rose            For       For        Management
1.3   Elect  Director Stephen J. Solarz         For       For        Management
1.4   Elect  Director Nader H. Sultan           For       Withhold   Management
2     PROPOSAL TO AMEND THE COMPANY S 2003      For       For        Management
      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.
3     Ratify Auditors                           For       For        Management


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HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 16, 2005   Meeting Type: Annual
Record Date:  JAN 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L.T. Babbio, Jr.           For       Withhold   Management
1.2   Elect Director P.C. Dunn                  For       Withhold   Management
1.3   Elect Director R.A. Hackborn              For       Withhold   Management
1.4   Elect Director G.A. Keyworth              For       Withhold   Management
1.5   Elect Director R.E. Knowling, Jr.         For       Withhold   Management
1.6   Elect Director T.J. Perkins               For       Withhold   Management
1.7   Elect Director R.L. Ryan                  For       Withhold   Management
1.8   Elect Director L.S. Salhany               For       Withhold   Management
1.9   Elect Director R.P. Wayman                For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marshall N. Carter        For       For        Management
1.2   Elect  Director David M. Cote             For       For        Management
1.3   Elect  Director Bradley T. Sheares        For       For        Management
1.4   Elect  Director John R. Stafford          For       For        Management
1.5   Elect  Director Michael W. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend the Certificate of Incorporation    For       For        Management
      and By-laws
5     Establish Other Board Committee           Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Performance- Based/Indexed Options        Against   Against    Shareholder
9     Approve Commonsense Executive             Against   Against    Shareholder
      Compensation Framework


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director Hans W. Becherer For       Withhold   Management
1.2   Elect  Director Director John H. Biggs    For       Withhold   Management
1.3   Elect  Director Director Lawrence A.      For       Withhold   Management
      Bossidy
1.4   Elect  Director Director Stephen B. Burke For       Withhold   Management
1.5   Elect  Director Director James S. Crown   For       Withhold   Management
1.6   Elect  Director Director James Dimon      For       Withhold   Management
1.7   Elect  Director Director Ellen V. Futter  For       Withhold   Management
1.8   Elect  Director Director William H. Gray, For       Withhold   Management
      III
1.9   Elect  Director Director William B.       For       Withhold   Management
      Harrison, Jr
1.10  Elect  Director Director Laban P.         For       Withhold   Management
      Jackson, Jr.
1.11  Elect  Director Director John W. Kessler  For       Withhold   Management
1.12  Elect  Director Director Robert I. Lipp   For       Withhold   Management
1.13  Elect  Director Director Richard A.       For       Withhold   Management
      Manoogian
1.14  Elect  Director Director David C. Novak   For       Withhold   Management
1.15  Elect  Director Director Lee R. Raymond   For       Withhold   Management
1.16  Elect  Director Director William C.       For       Withhold   Management
      Weldon
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Adopt Executive Benefit Policy            Against   For        Shareholder


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

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


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.C. 'Pete' Aldridge, Jr.  For       For        Management
1.2   Elect Director Nolan D. Archibald         For       For        Management
1.3   Elect Director Marcus C. Bennett          For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director Douglas H. McCorkindale    For       For        Management
1.7   Elect Director Eugene F. Murphy           For       For        Management
1.8   Elect Director Joseph W. Ralston          For       For        Management
1.9   Elect Director Frank Savage               For       For        Management
1.10  Elect Director Anne Stevens               For       For        Management
1.11  Elect Director Robert J. Stevens          For       For        Management
1.12  Elect Director James R. Ukropina          For       For        Management
1.13  Elect Director Douglas C. Yearley         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Performance-Based/Indexed Options         Against   Against    Shareholder
5     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
      for All Issues
6     Report on Pay Disparity                   Against   Against    Shareholder
7     and amend its code of conduct and         Against   Abstain    Shareholder
      policies related to bidding  Review Code
      of Conduct on Military Contracts


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

LOEWS CORP.

Ticker:       CG             Security ID:  540424207
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph L. Bower            For       For        Management
1.2   Elect Director John Brademas              For       For        Management
1.3   Elect Director Charles M. Diker           For       For        Management
1.4   Elect Director Paul J. Fribourg           For       For        Management
1.5   Elect Director Walter L. Harris           For       For        Management
1.6   Elect Director Philip A. Laskawy          For       For        Management
1.7   Elect Director Gloria R. Scott            For       For        Management
1.8   Elect Director Andrew H. Tisch            For       For        Management
1.9   Elect Director James S. Tisch             For       For        Management
1.10  Elect Director Jonathan M. Tisch          For       For        Management
1.11  Elect Director Preston R. Tisch           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Support Legislation and Make Public       Against   Abstain    Shareholder
      Statements on Environmental Tobacco Smoke
8     Apply Fire Safety Standards for           Against   Abstain    Shareholder
      Cigarettes


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

LYONDELL CHEMICAL CO.

Ticker:       LYO            Security ID:  552078107
Meeting Date: NOV 30, 2004   Meeting Type: Special
Record Date:  OCT 14, 2004

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


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Gates III      For       Withhold   Management
1.2   Elect  Director Steven A. Ballmer         For       Withhold   Management
1.3   Elect  Director James I. Cash Jr., Ph.D.  For       Withhold   Management
1.4   Elect  Director Raymond V. Gilmartin      For       Withhold   Management
1.5   Elect  Director Ann McLaughlin Korologos  For       Withhold   Management
1.6   Elect  Director David F. Marquardt        For       Withhold   Management
1.7   Elect  Director Charles H. Noski          For       Withhold   Management
1.8   Elect  Director Dr. Helmut Panke          For       Withhold   Management
1.9   Elect  Director Jon A. Shirley            For       Withhold   Management
2     Amend Bundled Compensation Plans          For       For        Management
3     Amend Bundled Compensation Plans          For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: MAR 15, 2005   Meeting Type: Annual
Record Date:  JAN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Jacob             For       Withhold   Management
1.2   Elect  Director Charles F. Knight         For       Withhold   Management
1.3   Elect  Director Miles L. Marsh            For       Withhold   Management
1.4   Elect  Director Laura D'Andrea Tyson      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

NORTEL NETWORKS CORP.

Ticker:       NT.            Security ID:  656568102
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Jalynn H. Bennett as Director       For       For        Management
1.2   Elect Manfred Bischoff as Director        For       For        Management
1.3   Elect Robert E. Brown as Director         For       For        Management
1.4   Elect John E. Cleghorn as Director        For       For        Management
1.5   Elect James B. Hunt, Jr. as Director      For       For        Management
1.6   Elect Robert A. Ingram as Director        For       For        Management
1.7   Elect John A. MacNaughton as Director     For       For        Management
1.8   Elect John P. Manley as Director          For       For        Management
1.9   Elect Richard D. McCormick as Director    For       For        Management
1.10  Elect Ronald W. Osborne as Director       For       For        Management
1.11  Elect William A. Owens as Director        For       For        Management
1.12  Elect Harry J. Pearce as Director         For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve Adoption of the Nortel U.S. Stock For       For        Management
      Purchase Plan, the Nortel Global Stock
      Purchase Plan, and the Nortel Stock
      Purchase Plan for Members of the Nortel
      Savings and Retirement Program
4     Approve Adoption of Nortel 2005 Stock     For       For        Management
      Incentive Plan
5     Require Shareholder Approval of the       Against   Against    Shareholder
      Compensation of the Ten Highest Paid
      Executives
6     Exclude Senior Executive's Bonuses From   Against   Against    Shareholder
      Calculation of Pensions
7     Require List of Nominees for Board of     Against   Against    Shareholder
      Directors To Have a Minimum of 25% More
      Candidates Than There Are Spaces to Fill
8     Roll Back the Salary Level of All Senior  Against   Against    Shareholder
      Executives to Their Salary Level on Jan.
      1, 1998
9     Take Legal or other Appropriate Action to Against   Against    Shareholder
      Get Back Bonus and Salary Increases Given
      to Senior Executives (Past and Present)
      From 1998 through 2004
10    Take Legal or other Appropriate Action to Against   Against    Shareholder
      Exclude Executives (Past and
      Present)Bonuses and Salary Increases from
      1998 through 2004 from Their Pensions
      Calculation
11    Take Legal or other Appropriate Action to Against   Against    Shareholder
      Get Back Compensation and Perks Paid to
      Board of Directors (former and present)
      From 1998 through 2004
12    Require Economy Class for All Business    Against   Against    Shareholder
      Travel of All Senior Executives, Company
      Employees, and Board of Directors
13    Allow Shareholders in Attendance at AGM   Against   Against    Shareholder
      to Elect Two Additional Directors to the
      Board in Addition to the Slate of
      Candidates Proposed by the Existing Board
      of Director's Nominating Committee at the
      AGM
14    Take Legal or other Appropriate Actions   Against   Against    Shareholder
      to Get Back Fees Paid to External
      Auditors From 1998 through 2004; Require
      Future Auditor's Fees To Be Approved by
      Shareholders at AGM
15    Require Nortel To Provide Letter to       Against   Against    Shareholder
      Regulatory Agencies With Information The
      Agencies Should Have Been Looking For to
      Protect Shareholders of Publicly Traded
      Companies


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

ORIGEN FINL INC

Ticker:       ORGN           Security ID:  68619E208
Meeting Date: JUL 22, 2004   Meeting Type: Annual
Record Date:  JUN 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald A. Klein           For       For        Management
1.2   Elect  Director Paul A. Halpern           For       For        Management
1.3   Elect  Director Gary A. Shiffman          For       For        Management
1.4   Elect  Director Richard H. Rogel          For       For        Management
1.5   Elect  Director James A. Williams         For       For        Management
1.6   Elect  Director Michael J. Wechsler       For       For        Management


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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry F. Frigon           For       For        Management
1.2   Elect  Director Louis A. Holland          For       For        Management
1.3   Elect  Director Samuel M. Mencoff         For       For        Management
1.4   Elect  Director Roger B. Porter           For       For        Management
1.5   Elect  Director Thomas S. Souleles        For       For        Management
1.6   Elect  Director Paul T. Stecko            For       For        Management
1.7   Elect  Director Rayford K. Williamson     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       Withhold   Management
1.2   Elect Director M. Anthony Burns           For       Withhold   Management
1.3   Elect Director Robert N. Burt             For       Withhold   Management
1.4   Elect Director W. Don Cornwell            For       Withhold   Management
1.5   Elect Director William H. Gray III        For       Withhold   Management
1.6   Elect Director Constance J. Horner        For       Withhold   Management
1.7   Elect Director William R. Howell          For       Withhold   Management
1.8   Elect Director Stanley O. Ikenberry       For       Withhold   Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       Withhold   Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       Withhold   Management
1.13  Elect Director William C. Steere, Jr.     For       Withhold   Management
1.14  Elect Director Jean-Paul Valles           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Pharmaceutical Price Restraint  Against   Abstain    Shareholder
5     Review and Report on Drug Reimportation   Against   Abstain    Shareholder
      Policy
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Report on Product Availability in Canada  Against   Abstain    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

PMI GROUP, INC., THE

Ticker:       PMI            Security ID:  69344M101
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mariann Byerwalter        For       Withhold   Management
1.2   Elect  Director Dr. James C. Castle       For       Withhold   Management
1.3   Elect  Director Carmine Guerro            For       Withhold   Management
1.4   Elect  Director W. Roger Haughton         For       Withhold   Management
1.5   Elect  Director Wayne E. Hedien           For       Withhold   Management
1.6   Elect  Director Louis G. Lower II         For       Withhold   Management
1.7   Elect  Director Raymond L. Ocampo Jr.     For       Withhold   Management
1.8   Elect  Director John D. Roach             For       Withhold   Management
1.9   Elect  Director Dr. Kenneth T. Rosen      For       Withhold   Management
1.10  Elect  Director Steven L. Scheid          For       Withhold   Management
1.11  Elect  Director L. Stephen Smith          For       Withhold   Management
1.12  Elect  Director Richard L. Thomas         For       Withhold   Management
1.13  Elect  Director Jose H. Villarreal        For       Withhold   Management
1.14  Elect  Director Mary Lee Widener          For       Withhold   Management
1.15  Elect  Director Ronald H. Zech            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director James A. Unruh             For       For        Management
1.3   Elect Director Gordon M. Bethune          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Qualified Employee Stock Purchase For       Against    Management
      Plan


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

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


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara M. Barrett        For       For        Management
1.2   Elect  Director Frederic M. Poses         For       For        Management
1.3   Elect  Director Linda G. Stuntz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
6     Adopt MacBride Principles                 Against   Abstain    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Require Director Nominee Qualifications   Against   Against    Shareholder


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

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       Withhold   Management
1.2   Elect  Director August A. Busch III       For       Withhold   Management
1.3   Elect  Director Martin K. Eby, Jr.        For       Withhold   Management
1.4   Elect  Director James A. Henderson        For       Withhold   Management
1.5   Elect  Director Charles F. Knight         For       Withhold   Management
1.6   Elect  Director Lynn M. Martin            For       Withhold   Management
1.7   Elect  Director John B. McCoy             For       Withhold   Management
1.8   Elect  Director Mary S. Metz              For       Withhold   Management
1.9   Elect  Director Toni Rembe                For       Withhold   Management
1.10  Elect  Director S. Donley Ritchey         For       Withhold   Management
1.11  Elect  Director Joyce M. Roche            For       Withhold   Management
1.12  Elect  Director Laura D'Andrea Tyson      For       Withhold   Management
1.13  Elect  Director Patricia P. Upton         For       Withhold   Management
1.14  Elect  Director Edward E. Whitacre, Jr    For       Withhold   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   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Adopt Simple Majority Vote                Against   For        Shareholder


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: JUL 28, 2004   Meeting Type: Annual
Record Date:  JUN 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard P. Berkowitz       For       For        Management
1.2   Elect  Director Kenneth J. Bialkin        For       For        Management
1.3   Elect  Director Carolyn H. Byrd           For       For        Management
1.4   Elect  Director John H. Dasburg           For       For        Management
1.5   Elect  Director Leslie B. Disharoon       For       For        Management
1.6   Elect  Director Janet M. Dolan            For       For        Management
1.7   Elect  Director Kenneth M. Duberstein     For       For        Management
1.8   Elect  Director Jay S. Fishman            For       For        Management
1.9   Elect  Director Lawrence G. Graev         For       For        Management
1.10  Elect  Director Meryl D. Hartzband        For       For        Management
1.11  Elect  Director Thomas R. Hodgson         For       For        Management
1.12  Elect  Director William H. Kling          For       For        Management
1.13  Elect  Director James A. Lawrence         For       For        Management
1.14  Elect  Director Robert I. Lipp            For       For        Management
1.15  Elect  Director Blythe J. McGarvie        For       For        Management
1.16  Elect  Director Glen D. Nelson, M.D.      For       For        Management
1.17  Elect  Director Clarence Otis, Jr.        For       For        Management
1.18  Elect  Director Jeffrey M. Peek           For       For        Management
1.19  Elect  Director Nancy A. Roseman          For       For        Management
1.20  Elect  Director Charles W. Scharf         For       For        Management
1.21  Elect  Director Gordon M. Sprenger        For       For        Management
1.22  Elect  Director Frank J. Tasco            For       For        Management
1.23  Elect  Director Laurie J. Thomsen         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director Rajiv L. Gupta            For       For        Management
1.7   Elect  Director John A. Krol              For       For        Management
1.8   Elect  Director Mackey J. Mcdonald        For       Withhold   Management
1.9   Elect  Director H. Carl Mccall            For       For        Management
1.10  Elect  Director Brendan R. O'Neill        For       For        Management
1.11  Elect  Director Sandra S. Wijnberg        For       For        Management
1.12  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel W. Johnson            For       Withhold   Management
1.2   Elect Director David B. O'Maley           For       Withhold   Management
1.3   Elect Director O'Dell M. Owens Md, Mph    For       Withhold   Management
1.4   Elect Director Craig D. Schnuck           For       Withhold   Management
1.5   Elect Director Warren R. Staley           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Performance- Based/Indexed Options        Against   Abstain    Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Abstain    Shareholder
      Services


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

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       Withhold   Management
1.2   Elect Director Richard L. Carrion         For       Withhold   Management
1.3   Elect Director Robert W. Lane             For       Withhold   Management
1.4   Elect Director Sandra O. Moose            For       Withhold   Management
1.5   Elect Director Joseph Neubauer            For       Withhold   Management
1.6   Elect Director Thomas H. O' Brien         For       Withhold   Management
1.7   Elect Director Hugh B. Price              For       Withhold   Management
1.8   Elect Director Ivan G. Seidenberg         For       Withhold   Management
1.9   Elect Director Walter V. Shipley          For       Withhold   Management
1.10  Elect Director John R. Stafford           For       Withhold   Management
1.11  Elect Director Robert D. Storey           For       Withhold   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   Against    Shareholder
7     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions
8     Report on Political Contributions         Against   Abstain    Shareholder


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 3, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Douglas N. Daft           For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director John D. Opie              For       For        Management
1.7   Elect  Director J. Paul Reason            For       For        Management
1.8   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.9   Elect  Director Jack C. Shewmaker         For       For        Management
1.10  Elect  Director Jose H. Villarreal        For       For        Management
1.11  Elect  Director John T. Walton            For       For        Management
1.12  Elect  Director S. Robson Walton          For       For        Management
1.13  Elect  Director Christopher J. Williams   For       For        Management
1.14  Elect  Director Linda S. Wolf             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Executive Compensation          Against   For        Shareholder
5     Prepare Sustainability Report             Against   Abstain    Shareholder
6     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
7     Report on Political Contributions         Against   Abstain    Shareholder
8     Prepare Equal Opportunity Report          Against   Abstain    Shareholder
9     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
10    Require Majority of Independent Directors Against   Against    Shareholder
      on Board
11    Performance- Based/Indexed Options        Against   Against    Shareholder


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip D. Matthews       For       For        Management
1.2   Elect  Director Mary E. Pugh              For       For        Management
1.3   Elect  Director William G. Reed, Jr.      For       For        Management
1.4   Elect  Director James H. Stever           For       For        Management
2     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Carrion        For       Withhold   Management
1.2   Elect  Director Robert Essner             For       Withhold   Management
1.3   Elect  Director John D. Feerick           For       Withhold   Management
1.4   Elect  Director Frances D. Fergusson      For       Withhold   Management
1.5   Elect  Director Robert Langer             For       Withhold   Management
1.6   Elect  Director John P. Mascotte          For       Withhold   Management
1.7   Elect  Director Mary Lake Polan           For       Withhold   Management
1.8   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.9   Elect  Director Walter V. Shipley         For       Withhold   Management
1.10  Elect  Director John R. Torell III        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Review and Report on Drug Reimportation   Against   Abstain    Shareholder
      Policy
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Discontinue Promotion of Premarin and     Against   Abstain    Shareholder
      Report on Animal Testing

========== 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):                   Oppenheimer Capital Income Fund

By (Signature and Title)*:      /s/ John V. Murphy
                                ------------------
                                John V. Murphy, President

Date:                   August 26, 2005

*By:  /s/ Randy Legg
      --------------
      Randy Legg, Attorney in Fact