THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

William C. Nygren photo Kevin Grant photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (3/31/04) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX5
value of a $10,000 investment graphic
Average Annual Total Returns
(as of 03/31/04)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) 1.44% 32.53% 5.29% 11.54% 16.91%
S&P 500 1.69% 35.12% -1.20% 11.67% 11.01%
Dow Jones Average6 -0.31% 32.66% 3.07% 13.31% 12.69%
Lipper Large Cap
Value Index7
2.42% 37.82% 1.21% 10.69% 10.68%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The performance data quoted represents past performance. Past performance does not guarantee future results.
The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain current month end performance data, call 1-800-OAKMARK or visit www.oakmark.com.
* Not annualized

The Oakmark Fund increased in value by 1% in the quarter, slightly trailing the S&P 500. Over the last twelve months, the Fund increased by 33% compared to 35% for the S&P 500. Though we always strive to do better than the market, we rely on an investment approach that focuses on risk. That approach generally keeps us away from the most popular stocks, which means that we tend to add more value when markets are not unusually strong. We sold three positions this past quarter. We decided our outlook on Safeway had been too optimistic given the high percentage of their sales that come from markets that don't yet have Wal-Mart or other superstore competitors. Though Safeway still looks undervalued, we believe other companies have less uncertainty and are equally undervalued. Further, sale of Safeway allowed us to increase our capital loss carryforward. On the positive side, shares of JC Penney and Guidant achieved our price targets and were sold. Two new positions were added: Limited Brands, described below, and Raytheon, which is described on our website.

Limited Brands (LTD—$20)

LTD is a specialty retailer with well-known brands including Victoria's Secret, Bath & Body Works, Express, and its namesake, Limited. LTD stock is down from a high of $28 which was reached four years ago. While Victoria's Secret and Bath & Body Works have become highly profitable category dominant chains, the other brands have struggled. Victoria's Secret and Bath & Body Works now account for two-thirds of LTD's sales and 90% of operating income. Despite this, investors seem focused on the struggling turnaround efforts in the lesser chains. Management has intelligently used the cash generated by these businesses, including a recently completed $1 billion share repurchase (10% of the outstanding shares). We believe Victoria's Secret and Bath & Body Works are above-average franchises, are well insulated from Wal-Mart competition, and should continue growing at above-average rates. Success in the turnarounds of Limited and Express is possible and would be nice, but isn't assumed in our outlook. Selling at fifteen times estimated earnings, LTD is being priced as a below-average business.

Best wishes,

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

Kevin G. Grant, CFA
Portfolio Manager
kgrant@oakmark.com

THE OAKMARK FUND

Schedule of Investments—March 31, 2004 (Unaudited)

Name Shares Held Market Value

Common Stocks—90.4%    
Food & Beverage—8.3%    
Anheuser-Busch Companies, Inc. 2,450,000 $124,950,000
Diageo plc (b) 1,821,000 96,294,480
Kraft Foods Inc. 2,845,000 91,068,450
H.J. Heinz Company 2,310,000 86,139,900
General Mills, Inc. 1,805,000 84,257,400
   
    482,710,230
Household Products—1.2%    
The Clorox Company 1,390,200 $67,994,682
Other Consumer Goods & Services—6.0%    
H&R Block, Inc. (c) 2,829,300 $144,379,179
Fortune Brands, Inc. 1,745,600 133,765,328
Mattel, Inc. 3,874,300 71,442,092
   
    349,586,599
Broadcasting & Programming—2.4%    
Liberty Media Corporation, Class A (a) 9,199,400 $100,733,430
The Walt Disney Company 1,500,000 37,485,000
   
    138,218,430
Building Materials & Construction—2.2%    
Masco Corporation 4,133,600 $125,826,784
Cable Systems & Satellite TV—6.2%    
Time Warner Inc. (a) 7,297,700 $123,039,222
Comcast Corporation, Special Class A (a) 3,300,000 92,004,000
The DIRECTV Group, Inc. (a) 5,021,618 77,232,485
EchoStar Communications Corporation (a) 2,075,000 67,956,250
   
    360,231,957
Hardware—1.9%    
The Black & Decker Corporation 1,922,200 $109,450,068
Motorcycles—1.8%    
Harley-Davidson, Inc. 1,962,500 $104,679,750
Publishing—2.5%    
Gannett Co., Inc. 884,500 $77,959,830
Knight-Ridder, Inc. 916,000 67,097,000
   
    145,056,830
Recreation & Entertainment—1.3%    
Carnival Corporation (d) 1,678,300 $75,372,453
Restaurants—4.8%    
McDonald's Corporation 4,900,000 $139,993,000
Yum! Brands, Inc (a) 3,674,000 139,575,260
   
    279,568,260
Retail—9.6%    
The Gap, Inc. 6,326,700 $138,681,264
The Home Depot, Inc. 3,281,500 122,596,840
The Kroger Co. (a) 5,150,000 85,696,000
Kohl's Corporation (a) 1,700,500 82,185,165
Limited Brands 4,090,000 81,800,000
Toys ‘R' Us, Inc. (a)(c) 3,125,000 52,500,000
   
    563,459,269
Bank & Thrifts—6.4%    
Washington Mutual, Inc. 4,687,300 $200,194,583
U.S. Bancorp 3,700,000 102,305,000
The Bank of New York Company, Inc. 2,300,000 72,450,000
   
    374,949,583
Insurance—3.5%    
MGIC Investment Corporation 1,740,600 $111,798,738
AFLAC Incorporated 2,367,000 95,011,380
   
    206,810,118
Other Financial—2.1%    
Fannie Mae 1,670,000 $124,164,500
Health Care Services—1.1%    
AmerisourceBergen Corp 1,200,000 $65,616,000
Medical Products—1.5%    
Baxter International Inc. 2,800,000 $86,492,000
Pharmaceuticals—7.8%    
Merck & Co., Inc. 2,350,000 $103,846,500
Bristol-Myers Squibb Company 3,950,000 95,708,500
Abbott Laboratories 2,300,000 94,530,000
Schering-Plough Corporation 5,625,000 91,237,500
Chiron Corporation (a) 1,659,900 73,052,199
   
    458,374,699
Telecommunications—1.7%    
Sprint Corporation 5,426,800 $100,015,924
Computer Services—5.4%    
First Data Corporation 3,615,000 $152,408,400
SunGard Data Systems, Inc. (a) 3,203,700 87,781,380
Automatic Data Processing, Inc. 1,800,000 75,600,000
   
    315,789,780
Computer Systems—1.4%    
Sun Microsystems, Inc. (a) 19,870,000 $82,659,200
Office Equipment—1.4%    
Xerox Corporation (a) 5,472,400 $79,732,868
Aerospace & Defense—3.9%    
Honeywell International, Inc. 3,050,000 $103,242,500
Raytheon Company 2,500,000 78,350,000
The Boeing Company 1,152,800 47,345,496
   
    228,937,996
Other Industrial Goods & Services—0.8%    
Illinois Tool Works Inc. 604,200 $47,870,766
Waste Disposal—1.8%    
Waste Management, Inc. 3,474,300 $104,854,374
Oil & Natural Gas—3.4%    
ConocoPhillips 1,435,335 $100,200,736
Burlington Resources, Inc. (c) 1,571,100 99,969,093
   
    200,169,829
Total Common Stocks (Cost: $4,161,379,404)   5,278,592,949
  Par Value  

Short Term Investments—10.4%    
U.S. Government Bills—7.0%    
United States Treasury Bills, 0.88% - 0.94% due 4/1/2004 - 7/1/2004 $410,000,000 $409,525,587
Total U.S. Government Bills (Cost: $409,534,826)   409,525,587
Repurchase Agreements—3.4%    
IBT Repurchase Agreement, 0.91% dated 3/31/2004
due 4/1/2004, repurchase price $195,504,942
collateralized by U.S. Government Agency Securities
with an aggregate market value plus accrued interest
of $205,275,000
$195,500,000 $195,500,000
IBT Repurchase Agreement, 0.76% dated 3/31/2004
due 4/1/2004, repurchase price $4,051,277
collateralized by a U.S. Government Agency Security
with a market value plus accrued interest of $4,253,750
$4,051,191 $4,051,191

Total Repurchase Agreements (Cost: $199,551,191)   199,551,191
Total Short Term Investments (Cost: $609,086,017)   609,076,778
Total Investments (Cost $4,770,465,421)—100.8%   $5,887,669,727
Other Liabilities In Excess Of Other Assets—(0.8%)   (46,682,679)

Total Net Assets—100%   $5,840,987,048


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) See footnote number five in the Notes to Financial Statements regarding transactions in securities of affiliated issuers.
(d) Represents a foreign domiciled corporation.

See accompanying notes to financial statements.