Letter from the Chairman and President...

Dear Fellow Shareholders:
We are pleased to present the Semi-Annual Report for The Oakmark Family of Funds. In our last several reports, we have highlighted the growing list of attractive securities that have met our valuation criteria. We also noted the increasing confidence and enthusiasm of all our fund managers for the quality and upside potential of the holdings in their portfolios. In this report, several managers' commentaries explain the basis for this confidence by featuring in-depth discussions of some of their significant holdings. Most important, this conviction has translated into tangible results. Despite the continuation of a momentum driven market, three of our funds had very good quarters. The International Small Cap Fund was up 24.6%, The International Fund was up 13.8% and The Select Fund was up 10.6%. We have not changed our focus to a short-term time horizon. Instead, we continue to adhere to our value investment philosophy. Ultimately, these strong absolute returns result from this disciplined approach to investing. We also want to add a more significant observation about these results. Our value discipline is applied to the management of all Oakmark Funds. We believe it would be very unusual for the performance rebound to affect only half of our fund family. We hope and expect that our other funds are nearing a point where relative and absolute returns will be improving. This outcome will confirm our strong belief that value investing was out of favor cyclically, not secularly. On another note, we are always looking at new ideas to better serve our shareholders. Just as we research stock ideas thoroughly before we purchase, we explore new servicing ideas in the same fashion. Currently, we are reviewing such services as electronic delivery of quarterly reports, prospectuses, and account statements. We are also exploring the idea of allowing our shareholders to do transactions over the Internet. As always, we base our decisions on what is best for our shareholders. We look forward to continuing to serve your investment needs in the future. As the year 2000 approaches, our Y2K activities are on schedule and we are still confident that we are well prepared for this event. Finally, we are pleased to see solid evidence that value investing is "making a comeback." It is a mistake to assume that the race is over.
VICTOR MORGENSTERN Chairman   ROBERT M. LEVY President

The Oakmark Family of Funds

Summary Information

Performance for Period Ended March 31, 1999	The Oakmark Fund		The Oakmark Select Fund		The Oakmark Small Cap Fund
3 Months	-0.5%		10.6%		-8.8%
6 Months	12.0%		34.4%		7.3%
1 Year	-6.1%		13.4%		-26.1%
Average Annual Total Return for: 3 Year	15.4%		N/A		11.9%
5 Year	18.2%		N/A		N/A
Since inception	25.2%		40.6%		14.9%
Value of $10,000 from inception date	$55,888 (8/5/91)		$22,766 (11/1/96)		$16,069 (11/1/95)
Top Five Holdings as of March 31, 1999 Company and % of Total Net Assets	Nike, Inc., Class B	7.4%	Washington Mutual, Inc.	10.8%	People's Bank of Bridgeport, CT	4.0%
	Philip Morris Companies Inc.	7.1%	USG Corporation	10.7%	Duff & Phelps Credit Rating Co.	3.8%
	The Black & Decker Corporation	6.6%	U.S. Industries, Inc.	8.7%	Department 56, Inc.	3.8%
	The Dun & Bradstreet Corporation	5.8%	PartnerRe Ltd.	6.3%	H. B. Fuller Company	3.6%
	Mattel, Inc.	5.7%	First Data Corporation	5.7%	Micron Electronics, Inc.	3.6%
Top Five Industries as of March 31, 1999 Industries and % of Total Net Assets	Other Consumer Goods & Services	18.6%	Banks & Thrifts	14.5%	Other Industrial Goods & Services	14.1%
	Banks & Thrifts	9.9%	Computer Services	12.7%	Food & Beverages	9.9%
	Aerospace & Defense	9.4%	Building Materials & Construction	10.7%	Banks & Thrifts	8.8%
	Food & Beverage	8.8%	Diversified Conglomerates	8.7%	Retail	8.7
	Information Services	8.1%	Insurance	6.3%	Real Estate	7.2

Performance for Period Ended March 31, 1999	The Oakmark Equity and Income Fund		The Oakmark International Fund		The Oakmark International Small Cap Fund
3 Months	0.0%		13.8%		24.6%
6 Months	10.5%		30.2%		59.8%
1 Year	3.5%		-7.6%		14.8%
Average Annual Total Return for: 3 Year	16.9%		7.7%		6.1%
5 Year	N/A		6.9%		N/A
Since inception	16.4%		12.3%		8.3%
Value of $10,000 from inception date	$16,792 (11/1/95)		$21,258 (9/30/92)		$13,118 (11/1/95)
Top Five Holdings as of March 31, 1999 Company and % of Total Net Assets	Imation Corp.	4.8%	Cordiant Communications Group plc	6.3%	Haw Par Corporation Limited	4.6%
	First Data Corporation	3.9%	Tomkins plc	5.1%	Solution 6 Holdings Limited	4.5%
	Juno Lighting, Inc.	3.6%	Uniao de Bancas Brasileiros S.A.	4.8%	Royal Doulton plc	4.4%
	Lear Corporation	3.5%	Banco Latinoamericano de Exportaciones, S.A., Class E	4.4%	Carpetright plc	4.4%
	Amli Residential Properties Trust	3.4%	Chargeurs SA	4.1%	Ichiyoshi Securites	4.0%
Top Five Industries as of March 31, 1999 Industries and % of Total Net Assets	U.S. Government Bonds	24.8%	Other Industrial Goods & Services	14.2%	Retail	15.1%
	Computer Services	9.7%	Banks	11.3%	Diversified Conglomerates	9.6%
	Real Estate	9.2%	Marketing Services	10.0%	Other Financial	9.3%
	Banks & Thrifts	7.1%	Consumer Non-Durables	7.2%	Other Industrial Goods & Services	7.5%
	Data Storage	4.8%	Other Consumer Goods & Services	6.4%	Computer Software	6.9%