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 (9/30/04) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX4
Annual Average Total Returns
(as of 09/30/04)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund (Class I) -0.64% 14.73% 6.39% 10.66% 16.36%
S&P 500 -1.87% 13.87% -1.31% 11.08% 10.56%
Dow Jones Average6 -2.90% 10.99% 1.43% 12.33% 12.03%
Lipper Large Cap
Value Index7
-0.54% 16.69% 1.35% 10.26% 10.29%

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 declined in value by 1% last quarter, slightly less than the 2% loss for the S&P 500. Strong gains by Black & Decker, Limited Brands, and Kohl's were offset by losses in Gap, Merck, and MGIC. Year-to-date, Oakmark's 3% gain slightly exceeds the 2% gain for the S&P 500. During the quarter, we sold positions in Hospira, Clorox, Boeing, and Schering Plough. Because the reasons for the sales were so different, we'll explain all four. As mentioned last quarter, we received Hospira as a spinoff from our Abbott holding. As a mid-sized business, Hospira was not consistent with The Oakmark Fund's focus on larger companies. We thought this small position was too cheap to sell last quarter, but after the stock price rose, we no longer saw it as more undervalued than the large businesses we own. Clorox and Boeing were sold for our favorite reason—the stock prices increased to our estimates of business value. Unfortunately, we can't say the same for Schering Plough. When we purchased Schering, we underestimated how rapidly their Claritin franchise would deteriorate and how severely earnings would be hit. Recently, we have enjoyed a good recovery in Schering's stock price (though not enough to eliminate our loss) and felt that management's decision to issue more stock suggested they felt their stock was now appropriately valued. We have also added three new positions: JP Morgan Chase is described below; Viacom and Coca-Cola Enterprises are described on our website.

JP Morgan Chase (JPM—$40)

JP Morgan Chase stock peaked in 2000 at $67 per share. Two years later when the stock had fallen to $15, we were not confident that management could turn things around. In July, the company completed the acquisition of Bank One, which brought not only a strong retail bank but also a great manager. Living in Chicago, we saw firsthand Jamie Dimon's success in changing the culture and lowering expenses at Bank One. Now as President and heir apparent of the combined company—JP Morgan, Chase Manhattan, Chemical, Manufacturers Hanover, Bank One, First Chicago, NBD—we believe Mr. Dimon can achieve aggressive cost cutting goals. At twelve times trailing earnings, JPM might appear appropriately priced relative to other financial services companies; however, we believe cost reductions will produce superior earnings growth.

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

† These are the seven major banks that now operate as JP Morgan Chase.


THE OAKMARK FUND

Schedule of Investments—September 30, 2004

Name Shares Held Market Value

Common Stocks—92.5%    
Apparel Retail—4.1%    
Limited Brands 6,000,000 $133,740,000
The Gap, Inc. 7,066,700 132,147,290
   
    265,887,290
Broadcasting & Cable TV—7.3%    
Liberty Media Corporation, Class A (a) 16,199,400 $141,258,768
Comcast Corporation, Special Class A (a) 4,725,000 131,922,000
EchoStar Communications Corporation, Class A (a) 2,975,000 92,582,000
The DIRECTV Group, Inc. (a) 5,012,600 88,171,634
Liberty Media International, Inc., Class A (a) 579,970 19,348,959
   
    473,283,361
Department Stores—1.9%    
Kohl's Corporation (a) 2,550,500 $122,908,595
Home Improvement Retail—2.1%    
The Home Depot, Inc. 3,581,500 $140,394,800
Hotels, Resorts & Cruise Lines—1.2%    
Carnival Corporation (b) 1,678,300 $79,366,807
Household Appliances—2.3%    
The Black & Decker Corporation 1,922,200 $148,855,168
Housewares & Specialties—2.0%    
Fortune Brands, Inc. 1,745,600 $129,331,504
Leisure Products—1.1%    
Mattel, Inc. 3,874,300 $70,241,059
Motorcycle Manufacturers—1.8%    
Harley-Davidson, Inc. 1,962,500 $116,651,000
Movies & Entertainment—6.0%    
Time Warner Inc. (a) 8,997,700 $145,222,878
The Walt Disney Company 5,950,000 134,172,500
Viacom Inc., Class B 3,400,000 114,104,000
   
    393,499,378
Publishing—2.1%    
Gannett Co., Inc. 884,500 $74,085,720
Knight-Ridder, Inc. 916,000 59,952,200
   
    134,037,920
Restaurants—4.7%    
McDonald's Corporation 5,700,000 $159,771,000
Yum! Brands, Inc. 3,674,000 149,384,840
   
    309,155,840
Specialty Stores—0.8%    
Toys 'R' Us, Inc. (a)(d) 3,125,000 $55,437,500
Brewers—2.1%    
Anheuser-Busch Companies, Inc. 2,700,000 $134,865,000
Distillers & Vintners—1.7%    
Diageo plc (c) 2,221,000 $112,005,030
Hypermarkets & Super Centers—2.0%    
Wal-Mart Stores, Inc. 2,500,000 $133,000,000
Packaged Foods & Meats—4.3%    
General Mills, Inc. 2,506,000 $112,519,400
Kraft Foods Inc., Class A 2,645,000 83,899,400
H.J. Heinz Company 2,310,000 83,206,200
   
    279,625,000
Soft Drinks—1.0%    
Coca-Cola Enterprises, Inc. 3,500,000 $66,150,000
Integrated Oil & Gas—1.8%    
ConocoPhillips 1,435,335 $118,917,505
Oil & Gas Exploration & Production—1.6%    
Burlington Resources Inc. 2,506,800 $102,277,440
Asset Management & Custody Banks—1.1%    
The Bank of New York Company, Inc. 2,500,000 $72,925,000
Diversified Banks—1.8%    
U.S. Bancorp 4,100,000 $118,490,000
Life & Health Insurance—1.7%    
AFLAC Incorporated 2,767,000 $108,494,070
Other Diversified Financial Services—3.2%    
Citigroup Inc. 2,900,000 $127,948,000
JP Morgan Chase & Co. 2,000,000 79,460,000
   
    207,408,000
Thrifts & Mortgage Finance—6.4%    
Washington Mutual, Inc. 4,687,300 $183,179,684
Fannie Mae 1,995,000 126,483,000
MGIC Investment Corporation 1,640,600 109,181,930
   
    418,844,614
Biotechnology—1.1%    
Chiron Corporation (a) 1,659,900 $73,367,580
Health Care Distributors—1.0%    
AmerisourceBergen Corp 1,200,000 $64,452,000
Health Care Equipment—2.0%    
Baxter International Inc. 4,000,000 $128,640,000
Pharmaceuticals—4.8%    
Abbott Laboratories 2,837,300 $120,188,028
Bristol-Myers Squibb Company 4,650,000 110,065,500
Merck & Co., Inc. 2,600,000 85,800,000
   
    316,053,528
Aerospace & Defense—3.4%    
Raytheon Company 3,000,000 $113,940,000
Honeywell International, Inc. 3,050,000 109,373,000
   
    223,313,000
Building Products—2.2%    
Masco Corporation 4,233,600 $146,186,208
Diversified Commercial Services—2.3%    
H&R Block, Inc. (d) 3,029,300 $149,708,006
Environmental Services—1.5%    
Waste Management, Inc. 3,474,300 $94,987,362
Computer Hardware—1.5%    
Sun Microsystems, Inc. (a) 24,370,000 $98,454,800
Data Processing & Outsourced Services—4.7%    
First Data Corporation 3,615,000 $157,252,500
SunGard Data Systems, Inc. (a) 3,203,700 76,151,949
Automatic Data Processing, Inc. 1,800,000 74,376,000
   
    307,780,449
Office Electronics—1.3%    
Xerox Corporation (a) 5,972,400 $84,091,392
Integrated Telecommunication Services—0.6%    
Sprint Corporation 1,961,800 $39,491,034
Total Common Stocks (Cost: $4,874,825,235)   6,038,577,240
Par Value

Short Term Investments—8.3%    
U.S. Government Bills—6.0%    
United States Treasury Bills, 1.28% - 1.72% due 10/7/2004 - 1/6/2005 $390,000,000 $389,158,935
Total U.S. Government Bills (Cost: $389,182,987)   389,158,935
Repurchase Agreements—2.3%    
IBT Repurchase Agreement, 1.62% dated 9/30/2004 due 10/1/2004, repurchase price $147,506,638 collateralized by U.S. Government Agency Securities with an aggregate market value plus accrued interest of $154,875,000  $147,500,000 $147,500,000
IBT Repurchase Agreement, 1.27% dated 9/30/2004 due 10/1/2004, repurchase price $2,212,884 collateralized by a U.S. Government Agency Security with a market value plus accrued interest of $2,323,446  2,212,806 2,212,806
   
Total Repurchase Agreements (Cost: $149,712,806)   149,712,806
Total Short Term Investments (Cost: $538,895,793)   538,871,741
Total Investments (Cost $5,413,721,028)—100.8%   $6,577,448,981
Other Liabilities In Excess Of Other Assets—(0.8)%   (51,554,257)
   
Total Net Assets—100%   $6,525,894,724
 

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

See accompanying notes to financial statements.