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 (6/30/04) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX4
chart
Annual Average Total Returns
(as of 06/30/04)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) 2.23% 15.85% 3.47% 11.47% 16.76%
S&P 500 1.72% 19.11% -2.20% 11.82% 10.93%
Dow Jones Average5 1.25% 18.67% 0.91% 13.40% 12.54%
Lipper Large Cap Value Index6 1.05% 19.61% -0.25% 10.78% 10.55%

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. The above performance information for the Fund does not reflect the imposition of a 2% redemption fee on shares held for 90 days or less to deter market timers. If reflected, the fee would reduce the performance quoted. 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 2% in the quarter, slightly exceeding the S&P 500. The fund's 4% gain for the calendar year to date also slightly exceeds the 3% return for the S&P 500. Outperformance in the quarter was primarily driven by the absence of losers—only one position in the portfolio declined by more than 10%. Eleven of our portfolio holdings, however, did increase by more than 10%. The biggest increase, 25%, came at Boeing where a new management's focus on controlling costs had a quick payoff. Other positive performers included Gap Stores, where turnaround progress continues; MGIC, where declining mortgage refinancings increased the need for private mortgage insurance; and Harley Davidson, where improved motorcycle demand led to increased earnings estimates.

There were a few more changes in the portfolio than in recent quarters. First, we acquired two new securities through spinoffs. As Liberty Media shareholders, we received shares in Liberty Media International, and as Abbott Laboratories shareholders, we received shares in Hospira Inc. Though we believe both are good businesses, we would not have purchased either for The Oakmark Fund because they are smaller than the businesses we prefer. We will sell both if their discounts to our fair value estimates decrease. We sold two positions in the quarter: Illinois Tool Works and Kroger. We sold the former because the stock increased to our business value estimate and sold the latter because our business value estimate fell. We also had two additions to the portfolio—Citigroup (explained on our website) and Wal-Mart.

Wal-Mart (WMT—$53)

Near the market peak, almost five years ago, Wal-Mart reached its all-time-high stock price, just over $70 per share. Though we admired Wal-Mart's business success, the stock price at fifty-five times earnings seemed to give Wal-Mart at least full credit for its fantastic growth outlook. And grow it did. Earnings per share increased from $1.28 in 1999 to a consensus estimate of $2.38 this year. Despite an earnings increase of 86% in five years, the stock has declined 25%. In Oakmark's own portfolio, we have seen what a powerful competitor Wal-Mart is in the grocery and toy categories. Wal-Mart is also proving to be a great competitor outside the US. We believe their cost advantages are structural and therefore believe they are well-positioned to continue growing their worldwide retail market share. Priced at less than nineteen times estimated 2005 earnings, Wal-Mart's P/E7 is closer to average than it has been in many years. We believe this far above-average company deserves to trade at a bigger premium to the market.

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—June 30, 2004 (Unaudited)

Name Shares Held Market Value

Common Stocks—90.6%    
Food & Beverage—8.2%    
Anheuser-Busch Companies, Inc. 2,450,000 $132,300,000
Diageo plc (b) 1,921,000 105,174,750
General Mills, Inc. 1,955,000 92,921,150
H.J. Heinz Company 2,310,000 90,552,000
Kraft Foods Inc., Class A 2,845,000 90,129,600
   
    511,077,500
Household Products—0.6%    
The Clorox Company 690,200 $37,118,956
Other Consumer Goods & Services—5.5%    
H&R Block, Inc. 3,029,300 $144,437,024
Fortune Brands, Inc. 1,745,600 131,670,608
Mattel, Inc. 3,874,300 70,705,975
   
    346,813,607
Broadcasting & Programming—2.8%    
Liberty Media Corporation, Class A (a) 12,399,400 $111,470,606
The Walt Disney Company 2,500,000 63,725,000
   
    175,195,606
Building Materials & Construction—2.1%    
Masco Corporation 4,133,600 $128,885,648
Cable Systems & Satellite TV—6.7%    
Time Warner Inc. (a) 7,697,700 $135,325,566
Comcast Corporation, Special Class A (a) 3,797,500 104,848,975
The DIRECTV Group, Inc. (a) 4,900,000 83,790,000
EchoStar Communications Corporation, Class A (a) 2,375,000 73,031,250
Liberty Media International, Inc., Class A (a) 579,970 21,516,887
   
    418,512,678
Hardware—1.9%    
The Black & Decker Corporation 1,922,200 $119,426,286
Motorcycles—1.9%    
Harley-Davidson, Inc. 1,962,500 $121,557,250
Publishing—2.3%    
Gannett Co., Inc. 884,500 $75,049,825
Knight-Ridder, Inc. 916,000 65,952,000
   
    141,001,825
Recreation & Entertainment—1.3%    
Carnival Corporation (c) 1,678,300 $78,880,100
Restaurants—4.2%    
Yum! Brands, Inc. 3,674,000 $136,746,280
McDonald's Corporation 4,900,000 127,400,000
   
    264,146,280
Retail—10.2%    
The Gap, Inc. 6,326,700 $153,422,475
The Home Depot, Inc. 3,481,500 122,548,800
Kohl's Corporation (a) 2,650,500 112,063,140
Limited Brands 5,800,000 108,460,000
Wal-Mart Stores, Inc. 1,750,000 92,330,000
Toys ‘R' Us, Inc. (a) 3,125,000 49,781,250
   
    638,605,665
Bank & Thrifts—5.6%    
Washington Mutual, Inc. 4,687,300 $181,117,272
U.S. Bancorp 3,700,000 101,972,000
The Bank of New York Company, Inc. 2,300,000 67,804,000
   
    350,893,272
Financial Services—1.3%    
Citigroup Inc. 1,800,000 $83,700,000
Insurance—3.5%    
MGIC Investment Corporation 1,640,600 $124,455,916
AFLAC Incorporated 2,367,000 96,597,270
   
    221,053,186
Other Financial—2.1%    
Fannie Mae 1,845,000 $131,659,200
Health Care Services—1.2%    
AmerisourceBergen Corp 1,200,000 $71,736,000
Hospira, Inc. (a) 231,880 6,399,888
   
    78,135,888
Medical Products—2.0%    
Baxter International Inc. 3,600,000 $124,236,000
Pharmaceuticals—7.9%    
Merck & Co., Inc. 2,450,000 $116,375,000
Bristol-Myers Squibb Company 4,250,000 104,125,000
Schering-Plough Corporation 5,625,000 103,950,000
Abbott Laboratories 2,350,000 95,786,000
Chiron Corporation (a) 1,659,900 74,097,936
   
    494,333,936
Telecommunications—1.5%    
Sprint Corporation 5,211,800 $91,727,680
Computer Services—5.1%    
First Data Corporation 3,615,000 $160,939,800
SunGard Data Systems, Inc. (a) 3,203,700 83,296,200
Automatic Data Processing, Inc. 1,800,000 75,384,000
   
    319,620,000
Computer Systems—1.6%    
Sun Microsystems, Inc. (a) 23,287,000 $101,065,580
Office Equipment—1.4%    
Xerox Corporation (a) 5,972,400 $86,599,800
Aerospace & Defense—4.4%    
Honeywell International, Inc. 3,050,000 $111,721,500
Raytheon Company 3,000,000 107,310,000
The Boeing Company 1,152,800 58,896,552
   
    277,928,052
Waste Disposal—1.7%    
Waste Management, Inc. 3,474,300 $106,487,295
Oil & Natural Gas—3.6%    
Burlington Resources, Inc. 3,142,200 $113,684,796
ConocoPhillips 1,435,335 109,501,707
   
    223,186,503
Total Common Stocks (Cost: $4,457,269,043)   5,671,847,793
  Par Value  

Short Term Investments—9.7%    
U.S. Government Bills—6.7%    
United States Treasury Bills, 0.915% - 1.30% due 7/1/2004 - 9/30/2004 $420,000,000 $419,305,201
Total U.S. Government Bills (Cost: $419,351,976)   419,305,201
Repurchase Agreements—3.0%    
IBT Repurchase Agreement, 1.19% dated 6/30/2004 due 7/1/2004, repurchase price $185,006,115 collateralized by U.S. Government Agency Securities with an aggregate market value plus accrued interest of $194,250,000 $185,000,000 $185,000,000
IBT Repurchase Agreement, 0.70% dated 6/30/2004 due 7/1/2004, repurchase price $4,381,090 collateralized by a U.S. Government Security with a market value plus accrued interest of $4,600,055  4,381,005 4,381,005
   
Total Repurchase Agreements (Cost: $189,381,005)   189,381,005
Total Short Term Investments (Cost: $608,732,981)   608,686,206
Total Investments (Cost $5,066,002,024)—100.3%   $6,280,533,999
Other Liabilities In Excess Of Other Assets—(0.3%)   (15,826,315)
   
Total Net Assets—100%   $6,264,707,684
   

(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Represents a foreign domiciled corporation.