THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

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THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (3/31/02) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX5

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Average Annual Total Returns2
(as of 3/31/02)

Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund 4.17% 14.76% 10.27% 16.76% 19.90%
S&P 500 0.27% 0.24% 10.17% 13.25% 13.04%
Dow Jones Average6 4.32% 7.17% 11.44% 14.85% 14.81%
Lipper Large Cap Value Index7 1.92% 1.02% 9.43% 12.39% 12.46%

Past performance is no guarantee of future results. Investment return and principal value vary, and you may have a gain or loss when you sell shares. Average annual total return measures annualized change, while total return measures aggregate change.
* Not annualized

The Oakmark Fund increased in value by 4% last quarter, allowing the Fund to achieve a new all-time high price. We are pleased with that performance based on absolute returns, relative to market indices and relative to the other large-cap value funds with which we compete. We added only one new holding last quarter—Schering Plough. It is another in our growing list of large-cap, growth-stock, fallen angels.

Schering Plough (SGP—$31)

Schering Plough is a worldwide manufacturer of prescription and over-the-counter drugs. In 1999, Schering reached a stock price of $61 as their earnings hit an all-time high of $1.42 per share. Despite higher earnings—EPS are estimated to be $1.75 this year—the analysis of Schering is now focused on the upcoming expiration of some of the U.S. patent protection on their largest selling drug, Claritin. Claritin's U.S. sales account for less than 30% of revenues, and generic competition will certainly reduce Claritin's profitability. However, we believe a 50% reduction in the stock price has more than compensated for this loss. With the stock now selling at about eighteen times next year's estimated earnings, we believe Schering is selling at a large discount to its intrinsic value. Perhaps the market view of Schering will change as attention shifts to next year's expected launch of a new anti-cholesterol compound. If not, we believe Schering could be an attractive acquisition candidate for other large pharmaceutical companies.

Finally, an update on the Fund's tax position. The Oakmark Fund has produced a cumulative return of 38% since the beginning of calendar year 2000. Despite that gain, we have made no taxable capital gain distributions because of the loss-carry forward the Fund enjoys. The Fund continues to have a loss-carry forward of over 75¢ per share, so it is our expectation that there will be no capital gains distribution again this year.

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William C. Nygren, CFA
Portfolio Manager
bnygren@oakmark.com

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Kevin Grant, CFA
Portfolio Manager
kgrant@oakmark.com

THE OAKMARK FUND

Schedule of Investments—March 31, 2002 (Unaudited)

Name Shares Held Market Value

Common Stocks—90.5%
Food & Beverage—6.3%
General Mills, Inc. 1,805,000 $88,174,250
Kraft Foods Inc. 2,195,000 84,836,750
H.J. Heinz Company 2,010,000 83,415,000

256,426,000
Retail—14.9%
The Kroger Co. (a) 4,640,000 $102,822,400
Tricon Global Restaurants, Inc. (a) 1,450,000 85,231,000
J.C. Penney Company, Inc. 4,027,900 83,417,809
The Gap, Inc. 5,425,000 81,592,000
Safeway Inc. (a) 1,627,000 73,247,540
McDonald's Corporation 2,300,000 63,825,000
CVS Corporation 1,805,000 61,965,650
Toys ‘R' Us, Inc. (a) 3,125,000 56,125,000

608,226,399
Household Products—3.3%
Newell Rubbermaid Inc. 2,275,000 $72,709,000
The Clorox Company 1,440,200 62,835,926

135,544,926
Office Equipment—1.8%
Xerox Corporation 6,664,900 $71,647,675
Hardware—1.8%
The Black & Decker Corporation 1,622,200 $75,497,188
Other Consumer Goods & Services—7.8%
H&R Block, Inc. 2,541,700 $112,978,565
Fortune Brands, Inc. 1,745,600 86,180,272
Mattel, Inc. 3,465,000 72,210,600
Cendant Corporation (a) 2,395,100 45,985,920

317,355,357
Bank & Thrifts—6.0%
Washington Mutual, Inc. 4,587,300 $151,977,249
U.S. Bancorp 4,200,000 94,794,000

246,771,249
Insurance—1.9%
MGIC Investment Corporation 1,137,900 $77,866,497
Other Financial—2.2%
Fannie Mae 1,135,000 $90,663,800
Hotels & Motels—0.2%
Starwood Hotels & Resorts Worldwide, Inc. 235,000 $8,838,350
Marketing Services—1.8%
The Interpublic Group of Companies, Inc. 2,200,000 $75,416,000
Computer Services—5.5%
Electronic Data Systems Corporation 1,544,500 $89,565,555
First Data Corporation 840,000 73,290,000
SunGard Data Systems Inc. (a) 1,931,600 63,684,852

226,540,407
Telecommunications—4.2%
AT&T Corp. 6,635,000 $104,169,500
Sprint Corporation 4,496,000 68,743,840

172,913,340
Telecommunications Equipment—3.4%
General Motors Corporation, Class H (Hughes
Electronics Corporation) (a) $75,670,000
Motorola, Inc. 4,475,000 63,545,000

139,215,000
TV Programming—1.9%
Liberty Media Corporation, Class A (a) 6,300,000 $79,632,000
Publishing—3.3%
Gannett Co., Inc. 934,500 $71,115,450
Knight-Ridder, Inc. 916,000 62,920,040

134,035,490
Pharmaceuticals—4.5%
Merck & Co., Inc. 1,400,000 $80,612,000
Chiron Corporation (a) 1,172,000 53,783,080
Schering-Plough Corporation 1,525,000 47,732,500

182,127,580
Medical Products—2.3%
Guidant Corporation (a) 2,158,000 $93,484,560
Automobiles—1.4%
Ford Motor Company 3,575,000 $58,951,750
Aerospace & Defense—1.9%
Honeywell International Inc. 1,550,000 $59,318,500
Rockwell Collins 681,100 17,177,342

76,495,842
Waste Disposal—2.1%
Waste Management, Inc. 3,135,300 $85,436,925
Building Materials & Construction—1.9%
Masco Corporation 2,833,000 $77,765,850
Utilities—2.4%
TXU Corp. 1,765,000 $96,210,150
Oil & Natural Gas—5.2%
Phillips Petroleum Company 1,192,700 $74,901,560
Conoco Inc. 2,550,000 74,409,000
Burlington Resources Inc. 1,550,500 62,159,545

211,470,105
Other Industrial Goods & Services—0.7%
Illinois Tool Works Inc. 404,200 $29,243,870
Recreation & Entertainment—1.8%
Carnival Corporation 1,500,000 $48,975,000
Brunswick Corporation 826,700 22,585,444

71,560,444
Total Common Stocks (Cost: $3,104,376,638) 3,699,336,754

Par Value


Short Term Investments—9.5%
U.S. Government Bills—3.9%
United States Treasury Bills, 1.71% - 1.99%
due 4/4/2002 - 9/5/2002 $160,000,000 $159,433,220
Total U.S. Government Bills (Cost: $159,452,679) 159,433,220
Commercial Paper—2.9%
ChevronTexaco Corporation, 1.75% - 1.79%
due 4/5/2002 - 4/22/2002 $40,000,000 $40,000,000
Citicorp, 1.80% due 4/4/2002 20,000,000 20,000,000
American Express Credit Corporation, 1.72% - 1.80%
due 4/2/2002 - 4/8/2002 60,000,000 60,000,000
Total Commercial Paper (Cost: $120,000,000) 120,000,000
Repurchase Agreements—2.7%
State Street Repurchase Agreement, 1.75% due 4/1/2002,
repurchase price $109,875,361 collateralized by
U.S. Treasury Bonds $109,854,000 $109,854,000
Total Repurchase Agreements (Cost: $109,854,000) 109,854,000
Total Short Term Investments (Cost: $389,306,679) 389,287,220
Total Investments (Cost $3,493,683,317)—100.0% (b) $4,088,623,974
Other Assets In Excess Of Other Liabilities—0.0% 581,881

Total Net Assets—100% $4,089,205,855


(a) Non-income producing security.
(b) At March 31, 2002, net unrealized appreciation of $594,940,657, for federal income tax purposes, consisted of gross unrealized appreciation of $680,504,385 and gross unrealized depreciation of $85,563,728.

See accompanying notes to financial statements.