UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                       ----------------------------------

                                    FORM 11-K
                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        ---------------------------------


[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                  For the fiscal year ended December 31, 2005.

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the transition period from _______ to ______.

         Commission file number 1-2299

         A.   Full title of the plan and the address of the plan, if different
              from that of the issuer named below:

                           Applied Industrial Technologies, Inc.
                           Retirement Savings Plan

         B.   Name of issuer of the securities held pursuant to the plan and
              the address of its principal executive office:

                           Applied Industrial Technologies, Inc.
                           One Applied Plaza
                           Cleveland, Ohio 44115-5056





Financial Statements and Exhibit(s)
-----------------------------------
                                                                   Page No.
    (a)      Financial Statements                              (in this Report)
             --------------------                              ----------------

             Report of Independent Registered Public
                      Accounting Firm                                 5
             Statement of Net Assets Available                        6
                      for Benefits --
                      December 31, 2005 and 2004
             Statement of Changes in Net Assets                       7
                      Available for Benefits --
                      Years Ended December 31, 2005
                       and 2004
             Notes to Financial Statements --                       8 - 13
                      Years Ended December 31,
                      2005 and 2004

             Supplemental Schedule                                   14


    (b)      Exhibit(s)
             ----------

             23   Consent of Independent Registered
                      Public Accounting Firm                         15


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                           APPLIED INDUSTRIAL TECHNOLOGIES,
                                           INC. RETIREMENT SAVINGS PLAN

                                           By:    Applied Industrial
                                                  Technologies, Inc., as Plan
                                                  Administrator

                                           By:    /s/ Daniel T. Brezovec
                                               -------------------------------
                                                  Signature

                                                  Daniel T. Brezovec
                                               -------------------------------
                                                  Printed Name

                                                  Corporate Controller
                                               -------------------------------
                                                    Title

Date: June 28, 2006




APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN


Financial Statements
For the Years Ended December 31, 2005 and 2004,
Supplemental Schedule as of
December 31, 2005,
Report of Independent Registered Public Accounting Firm




APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN



TABLE OF CONTENTS
----------------------------------------------------------------------------------------------

                                                                                        PAGE


                                                                                    
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                  1
FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Benefits
     As of December 31, 2005 and 2004                                                    2

   Statements of Changes in Net Assets Available for Benefits
     For the Years Ended December 31, 2005 and 2004                                      3

   Notes to Financial Statements                                                       4 - 9



SUPPLEMENTAL SCHEDULE:

   Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
     As of December 31, 2005                                                            10






            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Applied Industrial Technologies, Inc. Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits
of Applied Industrial Technologies, Inc. Retirement Savings Plan (the "Plan") as
of December 31, 2005 and 2004, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2005 and 2004, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets as of
December 31, 2005 is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2005 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.

/s/ Deloitte & Touche LLP

Cleveland, OH
June 16, 2006




APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------


                                                                 2005                 2004

                                                                            
ASSETS:
  Investments at fair value:
    Applied Industrial Technologies, Inc. common stock        $101,308,754        $ 80,646,055
    Mutual funds                                               163,358,119         144,064,605
    Common/collective trust funds                               42,519,751          41,434,628
    Loans to participants                                        8,212,544           7,423,278
                                                              ------------        ------------
         Total investments                                     315,399,168         273,568,566

                                                              ------------        ------------
NET ASSETS AVAILABLE FOR BENEFITS                             $315,399,168        $273,568,566
                                                              ============        ============


See notes to financial statements.


                                       2


APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2005 and 2004
--------------------------------------------------------------------------------


                                                                         2005                2004
                                                                                   
ADDITIONS:
  Contributions:
    Participants                                                     $  9,743,370        $  9,103,592
    Participants' rollovers                                             2,478,802             561,171
    Employer:
      Applied Industrial Technologies, Inc. common stock                6,542,977           5,752,242
      Cash                                                              3,599,698           2,020,515
                                                                     ------------        ------------
        Total contributions                                            22,364,847          17,437,520

  Investment income:
    Dividends, interest and other:
     Applied Industrial Technologies, Inc. common stock                 1,422,908             976,828
     Mutual funds                                                       4,979,301           2,814,004
     Common/collective trust funds                                         69,460              55,664
                                                                     ------------        ------------
        Total dividends, interest and other                             6,471,669           3,846,496
   Net appreciation in fair value of investments:
     Applied Industrial Technologies, Inc. common stock                18,407,127          32,637,365
     Mutual funds                                                      10,553,659          14,029,296
     Common/collective trust funds                                      1,015,663           1,358,865
                                                                     ------------        ------------
         Total net appreciation in fair value of investments:          29,976,449          48,025,526
                                                                     ------------        ------------
         Total investment income                                       36,448,118          51,872,022
                                                                     ------------        ------------

         Total additions                                               58,812,965          69,309,542

DEDUCTIONS:
  Distributions to participants                                        16,753,737          15,446,855
  Administrative expenses                                                 228,626             224,283
                                                                     ------------        ------------

          Total deductions                                             16,982,363          15,671,138
                                                                     ------------        ------------

INCREASE IN NET ASSETS FOR THE YEAR                                    41,830,602          53,638,404

NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF THE YEAR              273,568,566         219,930,162
                                                                     ------------        ------------

NET ASSETS AVAILABLE FOR BENEFITS, END OF THE YEAR                   $315,399,168        $273,568,566
                                                                     ============        ============



See notes to financial statements.


                                       3



APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

1. DESCRIPTION OF THE PLAN

         The following description of the Applied Industrial Technologies, Inc.
         Retirement Savings Plan (the "Plan") is provided for general purposes
         only. Participants and users of the financial statements should refer
         to the Plan document for more complete information.

         GENERAL - The Plan was established for the purpose of encouraging and
         assisting domestic employees of Applied Industrial Technologies, Inc.
         and its subsidiaries (the "Company") to provide long-term, tax-deferred
         savings for retirement. The Plan is subject to the reporting and
         disclosure requirements, the minimum participation and vesting
         standards, and the fiduciary responsibility requirements of the
         Employee Retirement Income Security Act of 1974.

         ADMINISTRATION - The Plan is administered by the Company. The Company's
         powers and duties relate to making participant and employer
         contributions to the Trust, establishing investment options,
         authorizing disbursements from the Trust, and resolving any questions
         of Plan interpretation.

         The assets of the Plan are maintained and administered by Ameriprise
         Trust Company and Ameriprise Retirement Services (prior to August 2005,
         known as American Express Retirement Services), acting as Trustee and
         record keeper. The Trustee is responsible for the custody of assets.

         PARTICIPANT ACCOUNTS -- Each participant's account is credited with the
         participant's contributions and allocations of (a) the Company's
         contributions and (b) Plan earnings, and charged with an allocation of
         administrative expenses. Allocated expenses are based on participant
         contributions, account balances, or can be per capita, as defined. The
         benefit to which a participant is entitled is the benefit that can be
         provided from the participant's vested portion of their account.

         PARTICIPATION AND CONTRIBUTIONS -- All eligible employees may
         participate in the Plan on the first payroll period following 30 days
         of employment.

         Eligible employees may elect to make pretax contributions to the Plan
         ranging from 1% to 50% of compensation. For those eligible employees
         who do not make a contribution election, their compensation is
         automatically reduced by two percent and contributed on their behalf to
         the Plan as contributions until superseded by a subsequent contribution
         election. The Company may make additional contributions to the Plan,
         including, but not limited to, matching contributions equal to a
         percentage of participant pretax contributions not in excess of 6% of
         the participant's compensation, and discretionary profit-sharing
         contributions as determined annually. Matching employer contributions
         are determined based upon the Company's earnings per share for the
         immediately preceding calendar year quarter and the participant's
         investment elections. Except in the case of death, disability, or
         retirement, a participant must be employed through the last payroll
         period of the quarter to receive the Plan's quarter match. The matching
         employer contribution is updated annually based on the Company's June
         30 fiscal year end and is currently determined using the following
         schedule:

                                        4




         --------------------------------------------------------------------------------
                                        SUBSEQUENT QUARTER MATCHING CONTRIBUTION
         --------------------------------------------------------------------------------
                                                                   
                                      $.25         $.35       $.50      $.75      $1.00
         --------------------------------------------------------------------------------
                                                       QUARTERLY EPS
         --------------------------------------------------------------------------------
         Quarter Ended 9/30/05     $.27 or less     $.27      $.33      $.37       $.39
         --------------------------------------------------------------------------------
         Quarter Ended 12/31/05        .24           .25       .29       .31        .33
         --------------------------------------------------------------------------------
         Quarter Ended 3/31/06         .28           .29       .34       .37        .39
         --------------------------------------------------------------------------------
         Quarter Ended 6/30/06         .32           .33       .39       .41        .43
         --------------------------------------------------------------------------------


         The quarterly EPS amounts presented above have been restated to reflect
         the Company's three-for-two stock split effective June 15, 2006.

         The employer match on participant contributions was $1.00, $1.00,
         $1.00, and $.50 for the four quarters of 2005, and $.35, $1.00, $1.00
         and $1.00 for the four quarters of 2004, respectively.

         Matching employer contributions are made primarily in shares of Applied
         Industrial Technologies, Inc. common stock to the Company Stock Fund.
         Participants that elect to contribute to the Company Stock Fund,
         receive an additional 10% Bonus Match on the participant's pretax
         contributions not in excess of 6% of the participant's compensation.
         The Bonus Match is also made primarily in shares of Applied Industrial
         Technologies, Inc. common stock to the Company Stock Fund. Matching
         employer contributions and Bonus Match are invested in the Company
         Stock Fund and cannot be transferred to other investment options until
         age 55.

         The Company may also make a profit-sharing contribution to the Plan
         annually. Participants must be employed on June 30 of such Plan year
         and have completed at least one year of service, as defined in the Plan
         agreement, as of June 30 to be eligible to receive an allocation of the
         profit-sharing contribution. Additionally, the Company may contribute a
         special profit-sharing contribution to individuals who retire after
         attaining age 55 and completing ten years of service. Profit-sharing
         contributions are allocated to each participant's profit-sharing
         contribution account based upon the ratio of each participant's total
         compensation to the aggregate compensation of all participants eligible
         to receive a profit-sharing contribution. The profit-sharing
         contributions for the years ended December 31, 2005 and 2004 were
         composed of $3,599,698 and $2,020,515 in cash, and $328,410 and
         $173,524 in Applied Industrial Technologies, Inc. common stock,
         respectively.

         Contributions are excluded from participants' taxable income until such
         amounts are received by them as a distribution from the Plan.

         The Plan permits catch-up contributions for participants who are age 50
         or older and defer the maximum amount allowed under the Plan. Maximum
         catch-up contribution limits were $4,000 in 2005 and $3,000 in 2004.

         The Plan provides for Rollover Contributions (amounts previously
         distributed to the participants from certain other tax-qualified plans)
         and Transfer Contributions (assets transferred from certain other
         tax-qualified plans) by or on behalf of an employee in accordance with
         procedures established by the Company.

         INVESTMENT OF CONTRIBUTIONS - Participants elect investment of
         profit-sharing and pretax contributions in 1% increments in the
         Company's Stock, RVST Income Fund II, American Fundamental Investors
         Fund, American EuroPacific Growth Fund, T Rowe Price Mid-Cap Growth
         Fund, Pimco Total Return Fund, Franklin Small-Cap Growth II Fund,
         Vanguard Asset Allocation Fund, AIT Large-Cap Growth Fund (consisting
         of Vanguard Growth Index



                                       5


         Fund, Harbor Capital Appreciation Fund and Wilshire Target Large Growth
         Fund), RVS S&P 500 Index Fund, Lord Abbett Mid-Cap Value Fund, Royce
         Total Return Fund, Calamos Growth Fund, or the Washington Mutual
         Investors Fund. The portion of the Plan that is invested in the Company
         Stock Fund is intended to be an Employee Stock Ownership Plan (ESOP)
         under code section 4975 (e)(7) and ERISA section 407 (d)(6).
         Participants may elect to change their investment elections as to
         future contributions and may also elect to reallocate a portion or all
         of their account balances among the investment choices in increments of
         1% of the total amount to be reallocated. All such elections are filed
         with the Trustee and become effective daily.

         During plan year 2004, the Washington Mutual investor's Fund was added
         to the Plan and the Alliance Growth & Income Fund was removed.

         The value of the Company's common stock and other funds and the
         interest of individual participants under each investment are
         calculated daily (daily valuation).

         VESTING AND DISTRIBUTIONS - Each participant is immediately and fully
         vested in their participant contributions and earnings thereon.
         Participants vest in Matching Employer Contributions and Profit-Sharing
         Contributions at a rate of 25% for each year of eligible service,
         becoming completely vested after four years, or at death, termination
         of employment due to physical or mental disability determined by the
         Company upon the basis of a written certificate of a physician selected
         by it, or normal early retirement as defined in the Plan.

         Upon termination of employment, participants may receive lump sum or
         installment distributions of their vested account balances as soon as
         administratively possible. The Plan permits hardship withdrawals, if
         the hardship criteria is met, or in-service distributions at age 59
         1/2. These distributions are limited to participant rollovers, salary
         deferral and catch-up contributions.

         Forfeitures of nonvested amounts are applied to reduce future matching
         employer contributions. Total forfeitures were $45,459 in 2005 and
         $72,687 in 2004.

         LOANS - Participants may borrow from their 401(k) contributions, 401(k)
         catch-up contributions, rollover contributions and transferred
         contributions a minimum of $1,000 up to a maximum equal to the lesser
         of $50,000 or 50 percent of the aggregate sum of the participants'
         accounts. Loan terms range from 1-5 years or up to ten years if used
         for the purchase of a primary residence. Loans that originated from
         merged plans are also reflected in loans to participants in the Plan's
         financial statements. These loans are to be repaid to the Plan in
         accordance with their original terms. The loans are secured by the
         balance in the participants' accounts and bear interest at rates
         prevailing at the time the loans were made. Principal and interest are
         paid ratably through bi-weekly payroll deductions. Funds cannot be
         borrowed from the profit-sharing or Company matching contributions.

         Deemed distributed loans, as defined by the Department of Labor, are
         included as part of loans to participants, which are included in the
         assets of the Plan. The amount of deemed distributed loans were
         $243,056 in 2005 and $189,645 in 2004.

         PLAN TERMINATION - The Plan was adopted with the expectation that it
         will continue indefinitely. The Company may, however, terminate the
         Plan at any time and may amend the Plan from time to time. In the event
         of termination of the Plan, all participants will immediately become
         fully vested in their accounts.

                                       6




         TAX STATUS OF THE PLAN - The Plan obtained its latest determination
         letter  dated July 12, 2003, in which the Internal Revenue Service
         stated that the Plan, as then designed, was in compliance with the
         applicable requirements of the Internal Revenue Code. The Plan has been
         amended since receiving this determination letter. The amended Plan is
         dated November 5, 2005 which amends the Plan effective March 1, 2003.
         The Plan administrator and the Plan's tax counsel believe that the Plan
         is designed and is currently being operated in compliance with the
         applicable requirements of the Internal Revenue Code. Therefore, no
         provision for income taxes has been included in the Plan's financial
         statements.

         RECLASSIFICATIONS - Certain prior period amounts have been reclassified
         to conform to the current year presentation.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF ACCOUNTING - The accompanying  financial  statements have been
         prepared on the accrual basis of accounting.

         USE OF ESTIMATES -- The preparation of the financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and changes
         therein, and disclosure of contingent assets and liabilities. Actual
         results could differ from those estimates.

         VALUATION OF INVESTMENTS - Investments are accounted for at cost on the
         trade-date and are reported in the statement of net assets available
         for benefits at fair value. The investment in Applied Industrial
         Technologies, Inc. common stock is valued using the year-end closing
         price listed by the New York Stock Exchange. Investment funds are
         stated at values using year-end closing prices for each of the funds or
         quoted market prices. Participant loans are stated at cost, which
         approximates fair value.

         RISKS AND UNCERTAINTIES -- In general, investment securities are
         exposed to various risks, such as interest rate, credit and overall
         market volatility risks. Due to the level of risk associated with
         certain investment securities, it is reasonably possible that changes
         in the values of investment securities could occur in the near term,
         and such changes could materially affect the amounts reported in the
         statements of net assets available for benefits and statement of
         changes in net assets available for benefits.

         BENEFIT PAYMENTS - Distributions to participants are recorded by the
         Plan when payments are made.

         ADMINISTRATIVE EXPENSES - Administrative expenses of the Plan are paid
         by the Plan or the Company, as determined by the Company.

3.       INVESTMENTS

         The Plan provides that, in accordance with the investment objectives
         established by the Company, the Trustee of the Plan shall hold, invest,
         reinvest, manage and administer all assets of the Plan as a trust fund
         for the exclusive benefit of participants and their beneficiaries.

         Plan investments exceeding 5% of net assets available for benefits as
         of December 31, 2005 and 2004 were as follows:

                                       7






                                       DESCRIPTION OF
                                         INVESTMENT                               2005               2004
                                                                           ------------------------------------
                                                                                           


                   Applied Industrial Technologies, Inc. Common Stock         $101,308,754        $80,646,055

                   RVST Income II Fund                                          42,519,751         41,434,628

                   American Fundamental Investors Fund                          35,314,446         31,747,877

                   American EuroPacific Growth Fund                             24,842,975         19,393,286

                   AIT Large-Cap Growth Fund                                    24,446,949         21,882,065



4.       NON-PARTICIPANT-DIRECTED INVESTMENTS

         The Plan's only non-participant directed transactions are contained
         within the Company Stock Fund, which includes both participant and
         non-participant directed transactions. Information about the net assets
         and the significant components of the changes in net assets relating to
         the Company Stock Fund is as follows:



                                                                        2005                   2004
                                                                    -----------------------------------
                                                                                     
Net Assets:
Common stock                                                        $101,308,754           $ 80,646,055


Change in Net Assets:
Contributions                                                        $ 7,778,848            $ 6,585,238
Dividends                                                              1,422,908                976,828
Net appreciation in fair value                                        18,407,127             32,637,365
Benefits paid to participants                                         (4,931,604)            (2,685,235)
Transfers to participant-directed investments, net                    (2,014,580)            (1,799,292)
                                                                    ------------           ------------
                                                                    $ 20,662,699           $ 35,714,904
                                                                    ============           ============


5.       SUBSEQUENT EVENTS

         As of May 8, 2006, the diversification rules relating to Matching
         Contributions invested in the Company Stock Fund were expanded. Any
         Participant under age 50 is now permitted to elect during a Plan Year
         to transfer up to 25% of the portion of his or her Matching
         Contribution Account invested in the Company Stock Fund to other
         investment options offered under the Plan; provided, however, that at
         least 12 months have elapsed since the immediately preceding election.
         Any Participant who has attained age 50 is now permitted to transfer up
         to 100% of his or her Matching Contribution Account invested in the
         Company Stock Fund to other investment options offered under the Plan.

         On May 2, 2006, the Company's Board of Directors declared a
         three-for-two stock split of the Company's common stock. The stock
         split was paid on June 15, 2006 to shareholders of record on June 1,
         2006. All share and per share data have been restated to reflect this
         three-for-two stock split.

                                     ******

                                       8





APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN

Employer ID Number: 34-0117420
Plan Number: 003

SCHEDULE H LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005


------------------------------------------------------------------------------------------------------------------------------------

 ( a )            ( b )                                        ( c )                                 ( d )                  ( e )
        IDENTITY OF ISSUER, BORROWER,                                                                                      CURRENT
           LESSOR OR SIMILAR PARTY                    DESCRIPTION OF INVESTMENT                       COST                  VALUE

                                                                                                           

   *    Applied Industrial Tech., Inc.      Common Stock - 3,329,895 units                            $ 48,057,435     $ 101,308,754


   *    Ameriprise Trust Company            RVST Income Fund II - 1,666,171 units                          **             42,519,751


        The American Funds Group            American Fundamental Investors Fund - 997,583 units            **             35,314,446


        The American Funds Group            American EuroPacific Growth Fund - 603,839 units               **             24,842,975


        T. Rowe Price                       T Rowe Price Mid-Cap Growth Fund - 266,526 units               **             14,445,852


        Pimco Fund                          Pimco Total Return Fund - 1,370,475 units                      **             14,400,377


        Franklin Templeton                  Franklin Small-Cap Growth II Fund - 1,012,910 units            **             12,752,554


        The Vanguard Group                  Vanguard Asset Allocation Fund - 373,101 units                 **              9,450,647


        The Vanguard Group Index Fund       Vanguard Growth Index Fund - 609,459 units                     **              8,315,305


   *    Participant Loans                   Participant Loans (with interest rates                         **              8,212,544
                                            ranging from 7.00% to 11.50% and
                                            maturity dates ranging from January
                                            2006 to July 2027)


        Wilshire Target Fund                Wilshire Target Large Growth Fund - 472,461 units              **              8,070,280


        Harbor Fund                         Harbor Capital Appreciation Fund - 498,217 units               **              8,061,364


   *    Ameriprise Trust Company            RVS S&P 500 Index Fund - 1,502,250 units                       **              7,240,864


        Lord Abbett Mid-Cap Value           Lord Abbett Mid-Cap Value Fund - 268,697 units                 **              6,010,753


        Royce Total Return                  Royce Total Return Fund - 421,644 units                        **              5,315,007


        Calamos Fund                        Calamos Growth Fund - 83,186 units                             **              4,580,254


        Washington Mutual                   Washington Mutual Investors Fund - 147,776 units               **              4,557,441


                                                                                                                     ---------------
                                                 Total                                                                 $ 315,399,168
                                                                                                                     ===============


 *     Represents a party-in-interest
 **    Indicates a participant-directed fund.  The cost disclosure not required.


                                       9