UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-9391 -------- The Forester Funds, Inc. ------------------------ (Exact name of Registrant as specified in charter) 612 Paddock Lane Libertyville, IL 60048 ----------------------- (Address of principal executive offices) (Zip code) Forester Capital Management Ltd. 612 Paddock Lane Libertyville, IL 60048 ----------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (847)573-0365 ------------- Date of fiscal year end: March 31 ----------- Date of reporting period: September 30, 2004 ------------------ ITEM 1. REPORTS TO STOCKHOLDERS. The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1) - -------------------------------------------------------------------------------- THE FORESTER FUNDS SEMI-ANNUAL REPORT September 30, 2004 This report is submitted for the general information of shareholders of The Forester Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Funds, which contains more information concerning the Funds' investment policies, as well as fees and expenses and other pertinent information. Read the Prospectus carefully before you invest or send money. FORESTER VALUE FUND Letter to Shareholders Dear Fellow Shareholder: With this report we celebrate 5 years! This period has been like no other in recent memory. We have beaten the S&P 500 by double digits in 3 of the past 4 calendar years and are doing the same so far this year. The past six months have witnessed a fairly large drop followed by a rally which left the market averages around the levels seen in March. The Value Fund was hedged when the market dropped and actually went up during some of that time and was fully invested when the market went up, beating the benchmarks. The Value Fund returned 16.3% over the past six months versus -0.24% for the S&P 500. Since inception your funds soundly outperformed their benchmark returning 6.3% versus -2.3% for the S&P 500, on an annualized basis. The rise in the price of oil helped propel our energy stocks this past quarter and hedging helped us miss some of the downside in the middle of the quarter. We have changed some of the way that we run the fund, but not goals. The goal is to beat the S&P 500. In order to do that, under normal conditions, we purchase a portfolio of high potential value stocks. In the past, when conditions were not normal and were characterized by high valuation and high risk, we went to cash. Given the fact that the S&P 500 is still down since we started, that proved to be a good decision. However, our stock picking abilities were hidden and so were the added gains. Going forward we will still start with a portfolio of high potential large value stocks. However, we will use options and other securities to change our market exposure when the market is highly valued on a historic basis and/or when the manager perceives that the market conditions are poor. The manager may add to take away from market exposure as his perception of the conditions warrant. While earnings have improved this year from a year ago, the growth of those earnings appears to be slowing. Market valuation is still high on a historical basis. Our outlook for the future is uncertain. When we started 5 years ago, we looked out and saw the possibility for a recession and down equity markets. The country could fight the recession with several weapons. Fed Funds peaked at about 6.75% and could be cut. Mortgage rates were around 8% and could come down spurring more spending on housing and wealth effect spending. The government budget was in surplus, so taxes could be cut and spending increased. It also did not hurt that China was about to start a massive investment boom which would further stimulate our economy. However, today we are seeing the effects of massive stimulus wear off. So where does new growth, the life blood of the markets, come from? Fed Funds now sits at 1.75% and is seemingly going up, not down. Mortgage rates are now close to 5.5%, generational lows. The budget is now at near record deficits. China is now slowing. Savings rates are at extreme lows of near 1%. So the question remains, where does the new growth come from? It could come from job and wage growth. It could also come from lower commodity prices. It could even come from export growth. So while the stimulus weapons may be largely used up, there are still areas where growth could come from. It is just uncertain. Uncertain times tend to lead to choppy markets which we have seen this year. Our expectations are that our stock picks will beat the market, while our hedging will reduce volatility and increase return. Thank you for investing with us. Sincerely, /s/ Thomas H. Forester Thomas H. Forester President FORESTER FUNDS THE FORESTER VALUE FUND RETURNS SINCE FUND/INDEX 1-YEAR 3-YEAR INCEPTION Forester Value Fund 0.5% 3.6% 4.0% S&P 500 Stock Index 24.4 -10.1 -5.9 S&P 500 FORESTER STOCK VALUE FUND INDEX ---------- ---------- 9/10/99 $10,000 $10,000 9/30/99 10,006 9,488 12/31/99 10,121 10,870 3/31/00 10,258 11,087 6/30/00 10,406 10,762 9/30/00 10,548 10,628 12/31/00 10,692 9,796 3/31/01 10,820 8,635 6/30/01 10,919 9,140 9/30/01 10,993 7,798 12/31/01 11,037 8,632 3/31/02 11,062 8,656 6/30/02 11,108 7,570 9/30/02 11,668 6,262 12/31/02 11,678 6,806 3/31/03 11,693 6,591 6/30/03 11,704 7,606 9/30/03 11,714 7,807 12/31/03 11,718 8,758 3/31/04 11,732 8,906 6/30/04 11,167 9,059 9/30/04 13,644 8,890 The chart assumes an initial gross investment of $10,000 made on 9/10/99 (inception). PERFORMANCE IS HISTORICAL AND DOES NOT GUARANTEE FUTURE RESULTS. AN INVESTMENT IN A MUTUAL FUND CONTAINS RISKS WHICH ARE DISCUSSED IN THE PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value will fluctuate so that an investor's shares in the Funds, when redeemed, may be worth more or less than their original cost. Returns shown include the reinvestment of all dividends. The S&P 500 Stock Index is an unmanaged, market-weighted index of large stocks which is a commonly used measure of common stock total return performance. THE FORESTER VALUE FUND PORTFOLIO OF INVESTMENTS September 30, 2004 (Unaudited) NUMBER OF SHARES VALUE COMMON STOCKS - 97.4% AUTO & TRUCK MANUFACTURERS - 3.5% DaimlerChrysler AG (ADR) 51 $2,112 BIOTECHNOLOGY & DRUGS - 7.7% Bristol-Myers Squibb Co. 102 $2,414 Cardinal Health, Inc. 51 $2,233 ------ $4,647 CHEMICALS - 4.3% Dow Chemical Company 57 $2,575 COMMUNICATIONS SERVICES - 4.7% Verizon Communications 72 $2,835 COMPUTER PERIPHERALS - 3.6% Hewlett-Packard Company	 114 $2,138 ELECTRIC UTILITIES - 4.1% Exelon Corporation 66 $2,422 FOOD PROCESSING - 4.0% Sara Lee Corp. 104 $2,377 HOTELS & MOTELS - 3.6% Cendant Corporation 100 $2,160 INSURANCE (LIFE) - 4.2% MetLife, Inc. 65 $2,512 INSURANCE (PROPERTY & CASUALTY) - 3.5% St. Paul Travelers Co 63 $2,083 INVESTMENT SERVICES - 4.4% Lehman Brothers Holdings 33 $2,631 MISC. CAPITAL GOODS - 3.7% Eaton Corporation 35 $2,219 MONEY CENTER BANKS - 7.8% Citigroup Inc. 52 $2,295 Wachovia Corporation 51 $2,394 ------ $4,689 OIL & GAS - INTEGRATED - 11.8% ConocoPhillips 28 $2,319 Devon Energy Corporation 32 $2,273 Marathon Oil Corporation 59 $2,436 ------ $7,028 RAILROADS - 3.1% Union Pacific 32 $1,875 REAL ESTATE - 4.0% Equity Office Properties 87 $2,371 REGIONAL BANKS - 8.1% National City Corporation 63 $2,433 KeyCorp 76 $2,402 ------ $4,835 RESTAURANTS - 3.8% McDonald's Corporation 80 $2,242 RETAIL - 3.7% May Department Stores 86 $2,204 TOBACCO - 3.8% Altria Group, Inc. 49 $2,305 Total Common Stocks $58,260 (cost $56,997) SHORT-TERM INVESTMENT - 2.4% SCHWAB US TREASURY MONEY FUND $1,438 OTHER ASSETS LESS LIABILITIES - 0.2% $142 Net Assets - 100% $59,840 ======= At September 30, 2004, unrealized appreciation of Securities for federal income tax purposes is $2,162 and unrealized depreciation of securities for federal income tax purposes is $899. See accompanying notes to financial statements. THE FORESTER FUNDS, INC. STATEMENT OF ASSETS AND LIABILITIES September 30, 2004 (Unaudited) 	 The Forester Value Fund ASSETS Investments at value (cost $56,997) $58,260 Cash (Schwab US Treasury Money Fund) $ 1,438 Dividends Receivable 167 Reimbursement Receivable 67 ------- Total assets 59,932 ======= LIABILITIES Due to Advisor 25 Fee payable 67 ------- Total liabilities 92 ======= NET ASSETS 1,000,000,000 shares of $.0001 par value authorized; 5,142 shares issued and outstanding) $59,840 ======= NET ASSET VALUE, OFFERING AND REPURCHASE PRICE PER SHARE ($59,840 / 5,142 shares) $11.64 ====== NET ASSETS At September 30, 2004, net assets consisted of: Paid-in capital $51,582 Undistributed net investment income 411 Undistributed net realized gains 6,584 Net unrealized appreciation 1,263 ------- $59,840 ======= See accompanying notes to financial statements THE FORESTER FUNDS, INC. STATEMENT OF OPERATIONS Six months ended September 30, 2004 (Unaudited) The Forester Value Fund INVESTMENT INCOME Dividend income $307 Interest income 55 ------ Total income 362 ------ EXPENSES Investment advisory fees (Note 2) 394 ------ Total expenses 394 Less: expenses waived and reimbursed by Advisor (Note 2) (394) ------ Net expenses - ------ Net investment income 362 ------ REALIZED AND UNREALIZED GAIN Net realized gain on investments 6,584 Change in unrealized appreciation on investments 1,259 ------ Net realized and unrealized gain on investments 7,843 ------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 8,205 ======= See accompanying notes to financial statements THE FORESTER FUNDS, INC. STATEMENT OF CHANGES IN NET ASSETS The Forester Value Fund ----------------------- Six Months Year Ended Ended Sep 30, 2004 March 31, (Unaudited) 2004 ----------------------- INCREASE IN NET ASSETS FROM Operations Net investment income	 $ 362 $ 246 Net realized gain on investments 6,584 - Change in unrealized appre- ciation on investments 1,259 - ------- ------ Net increase in net assets resulting from operations 8,205 246 ------- ------ Distributions to shareholders Net investment income - (298) Net realized gains - - ------- ------ Total Distributions - (298) ------- ------ Capital share transactions (a) (Decrease) in net assets resulting from capital share transactions (7,000) (49,811) ------ ------ Total increase/(decrease) in net assets 1,205 (49,863) NET ASSETS Beginning of period 58,635 108,498 ------- ------ End of period (Including undistributed net investment income of $411 and $49, respectively) $59,840 $ 58,635 ======= ======= (a) Summary of capital share activity follows: Shares Sold - 2,994 Shares Redeemed (715) (7,999) Shares issued in reinvestment of distributions - 30 ======= ======= Value of Shares Sold $ - $30,000 Value of Shares Redeemed ($ 7,000) (80,109) - Value of shares issued in rein- vestment of distributions $ - $ 298 ======= ======= Net (decrease) in shares (715) (4,975) ======= ======= Net (decrease) in value of shares ($ 7,000) $(49,811) ======= ======= See accompanying notes to financial statements <table> THE FORESTER FUNDS, INC. FINANCIAL HIGHLIGHTS (Cont'd.) The Forester Value Fund ------------------------------------- Six Months Period* Ended Years Ended March 31, Ended (For a share outstanding Sep 30, 2004 March 31, throughout each period) (Unaudited) 2004 2003 2002 2001 2000 ------------------------------------------------------------------- NET ASSET VALUE <c> <c> <c> <c> <c> <c> Beginning of period $10.01 $10.02 $10.00 $10.10 $10.14 $10.00 ------ ------ ------ ------ ------ ------ INCOME FROM INVESTMENT OPERATIONS Net investment income .07 .03 .09 .23 .53 .30 Net gains on securities (both realized and unrealized) 1.56 (.01) .48 - .02 (.04) ------ ------ ------ ------ ------ ------ Total from investment operations 1.63 .02 .57 .23 .55 .26 ------ ------ ------ ------ ------ ------ LESS DISTRIBUTIONS Dividends (from net investment income) - (.03) (.10) (.33) (.59) (.12) Net realized gains - - (.45) - - - ------ ------ ------ ------ ------ ------ Total distributions - (.03) (.55) (.33) (.59) (.12) ------ ------ ------ ------ ------ ------ NET ASSET VALUE End of period $11.64 $10.01 $10.02 $10.00 $10.10 $10.14 ====== ====== ====== ====== ====== ====== TOTAL RETURN 16.25% 0.24% 5.74% 2.25% 5.48% 2.58% RATIOS/SUPPLEMENTAL DATA Net assets, end of period $59,840 $58,635 $108,498 $55,308 $54,113 $51,291 Ratio of expenses to average net assets After waiver 0% 0% 0% 0% 0% 0%** Before waiver 1.35% 34.65% 19.61% 5.02% 4.78% 1.00%** Ratio of net investment income to average net assets 0.62% 0.30% 0.86% 2.18% 5.23% 5.26%** Portfolio turnover rate	 185% 0% 103% 0% 0% 0% *Commencement of operations was September 10, 1999. **Annualized. See accompanying notes to financial statements </table> Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 31, 2004 through September 30, 2004. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, which this Fund does not charge, but which other funds may, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. ============================================================== Beginning Ending Expenses Paid Account Value Account Value during period* 3/31/04- 3/31/04 9/30/04 9/30/04 ============================================================== Actual $1,000.00 $1,162.52 $0.00 ============================================================== Hypothetical $1,000.00 $1,025.00 $0.00 (5% return before expenses) ============================================================== ============================================================== *Expenses are equal to the Fund's annualized expense ratio of 0.00%, multiplied by the average account value over the period, multiplied by "number of days in most recent fiscal half- year/365 'or 366'" (to reflect the one-half year period). TABLE OF HOLDINGS BY SECTOR Common stock Sector % of Net Asset Value Basic Materials 4.3 Capital Goods 3.7 Consumer cyclical 3.5 Consumer non-cylclical 7.8 Energy 11.7 Financials 32.0 Health Care 7.8 Telecom 4.7 Services 11.1 Tech 3.6 Utilities 4.1 Transportation 3.1 ----- 97.4 Cash and other 2.6 Total 100.0 ===== THE FORESTER FUNDS, INC. THE FORESTER VALUE FUND NOTES TO FINANCIAL STATEMENTS September 30, 2004 (Unaudited) (1)	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Forester Funds, Inc. (the "Company") is an open-end diversified investment company currently offering two series of shares: The Forester Value Fund and The Forester Discovery Fund (each a "Fund"). The Fund commenced operations on September 10, 1999. This report covers the Forester Value Fund. The objective of the Fund is to seek long-term growth of capital. SECURITY VALUATION Portfolio securities that are listed on national securities exchanges are valued at the last sale price on the securities exchange on which such securities are primarily traded. Securities that are traded on the Nasdaq National Market or the Nasdaq Smallcap Market are valued at the Nasdaq OfficialClosing Price. Exchange-traded securities for which there were no transactions are valued at the average of readily available closing bid and asked prices on such exchanges or such System. Unlisted securities that are not included in such System are valued at the mean of the quoted bid and asked prices in the over-the-counter-market. Options are valued at the last sales price if such last sales price is between the current bid and asked prices. Otherwise, options are valued at the mean between the current bid and asked prices. Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Advisor under procedures established by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments are valued at amortized cost, if their original maturity was 60 days or less, or by amortizing the values as of the 61st day prior to maturity, if their original term to maturity exceeded 60 days. FEDERAL INCOME TAXES The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and as such will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. SECURITY TRANSACTIONS, INVESTMENT INCOME AND DISTRIBUTIONS TO SHAREHOLDERS As is common in the industry, security transactions are accounted for on the trade date (the date the securities are purchased or sold). Interest income is recorded on the accrual basis. Bond premiums and discounts are amortized in accordance with Federal income tax regulations. Dividend income and distributions to shareholders are recorded on the ex-dividend date. THE FORESTER FUNDS, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) September 30, 2004 (Unaudited) USE OF ESTIMATES IN FINANCIAL STATEMENTS In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (2)	TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AGREEMENTS For the six months ended September 30, 2004, Forester Capital Management, Ltd. (the "Advisor") provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space and certain administrative services, and personnel needed by the Fund and paid all expenses of the Fund. As compensation for its services, the Advisor was entitled to a monthly fee at the annual rate of 1.35% based upon the average daily net assets of the Fund. For the six months ended September 30, 2004, the Advisor voluntarily waived advisory fees in the amounts of $394 for The Forester Value Fund. DISTRIBUTION AGREEMENT AND PLAN The Fund has adopted Distribution Plans pursuant to which the Funds may pay broker-dealers for distributing shares of the Fund. This expense is limited to 1/4 of 1% of the Funds' average net assets. For the six months ended September 30, 2004, no such reimbursements were made. (3)	PURCHASES AND SALES OF SECURITIES Purchases and sales of securities, other than short-term investments, aggregated $158,678 and $108,264, respectively, in the Forester Value Fund for the six months ended September 30, 2004. (4)	DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL Distributions from net investment income and realized gains, if any, are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for foreign currency transactions, net operating losses and post-October capital losses. The tax character of distributions paid during fiscal years ended March 31, 2005 and 2004 was as follows: The Forester 2005 Value Fund - ---- ------------ Distributions paid from: Ordinary income $ - ====== 2004 - ---- Distributions paid from: Ordinary income $ 298 ====== Total $ 298 As of March 31, 2004, the components of distributable earnings on a tax basis were as follows: The Forester Value Fund ------------ Undistributed ordinary income 298 ------ $ 298 ====== DIRECTORS AND OFFICERS OF THE COMPANY (Unaudited) As a Maryland corporation, the business and affairs of the Company are managed by its officers under the direction of its Board of Directors. The name, age, address, principal occupations during the past five years, and other information with respect to each of the directors and officers of the Company are as follows: *Thomas H. Forester - Director , President and Treasurer and has served since September 10, 1999. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, IL 60048. Mr. Forester, 45, has been President of Forester Capital Management, Ltd. (the "Adviser") since February, 1999. Prior to that time, he was an officer and portfolio manager from May 1997 through January 1999 with Dreman Value Advisors, Inc. and its successor firm Scudder Investments Inc.; and an officer and portfolio manager from 1995 to 1997 with Peregrine Capital Management Inc. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Forester owns approximately 99% of the shares of each Fund. Mr. Forester did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Kaye E. Forester - Secretary has served since September, 1999. Mrs. Forester, 44, is an investor. Her address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. She oversees 2 portfolios in the fund complex. She does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mrs. Forester did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Wayne A. Grudem - Director, has served since September, 1999. Mr. Grudem, 56, has been a Professor at Phoenix Seminary in Scottsdale, Arizona since 2001. Previously, he was a Professor at Trinity International University for more than five years. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Grudem did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Michael B. Kelley - Director, has served since September, 1999. Mr. Kelley, 42, has been a Territory Executive at WW Grainger, a national distribution firm to commercial and industrial industries for more than five years. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Kelley did not receive any remuneration during the period to serve as a Director and Officer of the Fund. *Mr. Forester is a director who is an "interested person" of the Funds by virtue of being an officer of the Funds. Mr. Forester is also an officer of the investment manager and owns 99% of the shares of the Fund. PROXY VOTING POLICIES AND PROCEDURES For a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call 1-800-388-0365 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the Web site of the Securities and Exchange Commission at http://www.sec.gov. Information on how the Funds voted proxies relating to portfolio securities during the twelve month period ending June 30, 2004, is be available without charge, upon request, by calling 1-800-388-0365 or by accessing the Web site of the Securities and Exchange Commission. AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULE The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Statement of Additional Information includes additional information about Fund directors and is available, without charge, upon request, by calling toll-free 1-800-388-0365. - ------------------------------------------------------------------------------ ITEM 2. CODE OF ETHICS. Not applicable for semi-annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semi-annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semi-annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 10. CONTROLS AND PROCEDURES. (a) The Principal Executive and Financial Officers concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing of this report. (b) There were no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 11. EXHIBITS. (1) Certifications required pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Forester Funds, Inc. By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Executive Officer Date: November 29, 2004 ------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Executive Officer Date: November 29, 2004 ------------------------- By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Financial Officer Date: November 29, 2004 - ---------------------------------------------------------------- THE FORESTER FUNDS FORESTER DISCOVERY FUND SEMI-ANNUAL REPORT September 30, 2004 This report is submitted for the general information of shareholders of The Forester Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Funds, which contains more information concerning the Funds' investment policies, as well as fees and expenses and other pertinent information. Read the Prospectus carefully before you invest or send money. FORESTER FUNDS Letter to Shareholders Dear Fellow Shareholder: The past six months saw a bit of volatility, but did not end far from the levels seen in March. The Discovery Fund returned 0.3% over the past six months versus -0.1% for the MSCI EAFE Net Index and -0.2% for the S&P 500. Since inception your funds soundly outperformed their benchmarks returning 2.5% versus -1.2% for the MSCI EAFE Net Index and -2.3% for the S&P 500, all on an annualized return basis. Earnings growth, the mother's milk of equity prices, look to be slowing going forward. In the third quarter, both Japan and Germany reported less than 1% annualized GDP growth. This is very odd if China is supposed to be the engine that powers global growth. There is talk of a China slowdown and a slowing US, the twin pillars of global strength. This does not bode well for stocks going forward. We remain in a very conservative posture. Many of the stimuli that caused the growth last year have come, or are coming to a close. This includes the mortgage refinance boom, tax rebates, tax cuts and excess government spending. While we are surprised that it has taken this long to slow, we are remaining cautious. Thank you for investing with us. Sincerely, /s/ Thomas H. Forester Thomas H. Forester President FORESTER FUNDS THE FORESTER DISCOVERY FUND RETURNS SINCE FUND/INDEX 1-YEAR 3-YEAR INCEPTION Forester Discovery Fund 0.5% 1.0% 2.5% MSCI EAFE Net Index 22.1 9.1 -1.2 S&P 500 Stock Index 13.9 4.1 -2.3 FORESTER S&P 500 EAFE DISCOVERY STOCK NET FUND INDEX INDEX --------- --------- --------- 9/10/99 $10,000 $10,000 $10,000 9/30/99 10,006 9,488 9,370 12/31/99 10,121 10,870 11,482 3/31/00 10,258 11,087 11,476 6/30/00 10,406 10,762 11,041 9/30/00 10,548 10,628 10,149 12/31/00 10,692 9,796 9,860 3/31/01 10,820 8,635 8,509 6/30/01 10,919 9,140 8,420 9/30/01 10,993 7,798 7,241 12/31/01 11,037 8,632 7,746 3/31/02 11,062 8,656 7,785 6/30/02 11,108 7,570 7,619 9/30/02 11,192 6,262 6,116 12/31/02 11,218 6,806 6,510 3/31/03 11,240 6,591 5,976 6/30/03 11,255 7,606 7,127 9/30/03 11,269 7,807 7,707 12/31/03 11,280 8,758 9,023 3/31/04 11,293 8,906 9,415 6/30/04 11,303 9,059 9,435 9/30/04 11,321 8,890 9,409 The chart assumes an initial gross investment of $10,000 made on 9/10/99 (inception). PERFORMANCE IS HISTORICAL AND DOES NOT GUARANTEE FUTURE RESULTS. AN INVESTMENT IN A MUTUAL FUND CONTAINS RISKS WHICH ARE DISCUSSED IN THE PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value will fluctuate so that an investor's shares in the Funds, when redeemed, may be worth more or less than their original cost. Returns shown include the reinvestment of all dividends. The MSCI EAFE Net Index is an unmanaged, market-weighted index of companies throughout the world, excluding the U.S. and Canada, including net reinvested dividends. The S&P 500 Stock Index is an unmanaged, market-weighted index of large stocks which is a commonly used measure of common stock total return performance. The Russell 2000 Index of 2000 smaller companies is an unmanaged, market-weighted index of small stocks which is commonly used as a measure of small stock total return performance. All indexes are unmanaged and include reinvested dividends. THE FORESTER DISCOVERY FUND PORTFOLIO OF INVESTMENTS September 30, 2004 (Unaudited) Percent of Market Par Value Net Assets Value Other Assets (Schwab US Treasury Money Fund) 99.98% $91,556 Other Assets Less Liabilities 0.02% 21 ------ ------- Net Assets 100.00% $91,577 ====== ======= At September 30, 2004, unrealized appreciation of securities for federal income tax purposes is $0. See accompanying notes to financial statements. THE FORESTER FUNDS, INC. STATEMENT OF ASSETS AND LIABILITIES September 30, 2004 (Unaudited) 	 The Forester Discovery Fund ASSETS Cash (Schwab US Treasury Money Fund) $91,556 Accrued Interest 21 Reimbursement receivable 70 ------- Total assets 91,647 ======= LIABILITIES Fees payable 70 ------- Total liabilities 70 ======= NET ASSETS 1,000,000,000 shares of $.0001 par value authorized; 9,119 shares issued and outstanding) $91,577 ======= NET ASSET VALUE, OFFERING AND REPURCHASE PRICE PER SHARE ($91,577 / 9,119 shares) $10.04 ====== NET ASSETS At September 30, 2004, net assets consisted of: Paid-in capital $91,372 Undistributed net investment income 205 ------- $91,577 ======= See accompanying notes to financial statements THE FORESTER FUNDS, INC. STATEMENT OF OPERATIONS Six months ended September 30, 2004 (Unaudited) The Forester Discovery Fund INVESTMENT INCOME Interest income $141 ------ Total income 141 ------ EXPENSES Investment advisory fees (Note 2) 382 ------ Total expenses 382 Less: expenses waived by Advisor (Note 2) (382) ------ Net expenses - ------ Net investment income 141 ------ REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain on investments 0 ------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 141 ======= See accompanying notes to financial statements THE FORESTER FUNDS, INC. STATEMENT OF CHANGES IN NET ASSETS The Forester Discovery Fund ----------------------- Six Months Year Ended Ended Sep 30, 2004 March 31, (Unaudited) 2004 ----------------------- INCREASE IN NET ASSETS FROM Operations Net investment income	 $ 141 $ 244 Net realized gain (loss) on investments - - ------- ------ Net increase in net assets resulting from operations 141 244 Distributions to shareholders Net investment income - (293) Capital Gains - (-) ------- ------ Total Distributions - (293) ------- ------ Capital share transactions (a) Proceeds from shares sold 50,000 - Proceeds from reinvestment of distributions - 293 ------ ------ 50,000 293 Payments for shares redeemed (15,000) - ------ ------ Net increase 35,000 293 Total increase in net assets 35,141 244 ------ ------ NET ASSETS Beginning of period 56,436 56,192 ------ ------ End of period (Including undistributed net investment income of $205 and $64, respectively) $91,577 $56,436 ======= ======= (a) Summary of capital share activity follows: Shares sold 4,980 - Shares issued in reinvestment of distributions - 29 Shares redeemed (1,495) - ------- ------- Net increase in shares 3,485 29 ======= ======= Value of shares sold $50,000 $ - Value of shares issued in rein- vestment of distributions - 293 Value of shares redeemed (15,000) - ------ ------- Net increase in value of shares $35,000 $ 293 ======= ======= See accompanying notes to financial statements <table> THE FORESTER FUNDS, INC. FINANCIAL HIGHLIGHTS (Cont'd.) The Forester Discovery Fund ------------------------------------- Six Months Period* Ended Years Ended March 31, Ended (For a share outstanding Sep 30, 2004 March 31, throughout each period) (Unaudited) 2004 2003 2002 2001 2000 ----------------------------------------------------------------- NET ASSET VALUE <c> <c> <c> <c> <c> <c> Beginning of period $10.02 $10.03 $10.00 $10.10 $10.14 $10.00 ------ ------ ------ ------ ------ ------ INCOME FROM INVESTMENT OPERATIONS Net investment income .02 .04 .10 .23 .53 .30 Net gains on securities (both realized and unrealized) - - .06 - .02 (.04) ------ ------ ------ ------ ------ ------ Total from investment operations .02 .04 .16 .23 .55 .26 ------ ------ ------ ------ ------ ------ LESS DISTRIBUTIONS Dividends (from net investment income) - (.05) (.10) (.33) (.59) (.12) Capital Gains - - (.03) - - ------ ------ ------ ------ ------ ------ Total distributions - (.05) (.13) (.33) (.59) (.12) ------ ------ ------ ------ ------ ------ NET ASSET VALUE End of period $10.04 $10.02 $10.03 $10.00 $10.10 $10.14 ====== ====== ====== ====== ====== ====== TOTAL RETURN 0.25% 0.42% 1.62% 2.25% 5.48% 2.58% RATIOS/SUPPLEMENTAL DATA Net assets, end of period $91,577 $56,436 $56,192 $55,308 $54,113 $51,291 Ratio of expenses to average net assets After waiver 0% 0% 0% 0% 0% 0%** Before waiver 1.35% 6.33% 5.99% 5.02% 4.78% 1.00%** Ratio of net investment income to average net assets 0.49% 0.43% 0.99% 2.18% 5.23% 5.26%** Portfolio turnover rate	 0% 0% 108% 0% 0% 0% *Commencement of operations was September 10, 1999. **Annualized. See accompanying notes to financial statements </table> Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 31, 2004 through September 30, 2004. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, which this Fund does not charge, but which other funds may, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. ============================================================== Beginning Ending Expenses Paid Account Value Account Value during period* 3/31/04- 3/31/04 9/30/04 9/30/04 ============================================================== Actual $1,000.00 $1,002.47 $0.00 ============================================================== Hypothetical $1,000.00 $1,025.00 $0.00 (5% return before expenses) ============================================================== ============================================================== *Expenses are equal to the Fund's annualized expense ratio of 0.00%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). TABLE OF HOLDINGS Percent of Net Assets Cash 99.98% Accrued Interest 0.02% ------ Net Assets 100.00% THE FORESTER FUNDS, INC. NOTES TO FINANCIAL STATEMENTS September 30, 2004 (Unaudited) (1)	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Forester Funds, Inc. (the "Company") is an open-end diversified investment company currently offering two series of shares: The Forester Value Fund and The Forester Discovery Fund (each a "Fund"). The Fund commenced operations on September 10, 1999. This report covers the Forester Discovery Fund. The objective of the Fund is to seek long-term growth of capital. SECURITY VALUATION Portfolio securities that are listed on national securities exchanges are valued at the last sale price on the securities exchange on which such securities are primarily traded. Securities that are traded on the Nasdaq National Market or the Nasdaq Smallcap Market are valued at the Nasdaq OfficialClosing Price. Exchange-traded securities for which there were no transactions are valued at the average of readily available closing bid and asked prices on such exchanges or such System. Unlisted securities that are not included in such System are valued at the mean of the quoted bid and asked prices in the over-the-counter-market. Options are valued at the last sales price if such last sales price is between the current bid and asked prices. Otherwise, options are valued at the mean between the current bid and asked prices. Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Advisor under procedures established by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments are valued at amortized cost, if their original maturity was 60 days or less, or by amortizing the values as of the 61st day prior to maturity, if their original term to maturity exceeded 60 days. FEDERAL INCOME TAXES The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as regulated investment companies and as such will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. SECURITY TRANSACTIONS, INVESTMENT INCOME AND DISTRIBUTIONS TO SHAREHOLDERS As is common in the industry, security transactions are accounted for on the trade date (the date the securities are purchased or sold). Interest income is recorded on the accrual basis. Bond premiums and discounts are amortized in accordance with Federal income tax regulations. Dividend income and distributions to shareholders are recorded on the ex-dividend date. THE FORESTER FUNDS, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) September 30, 2004 (Unaudited) USE OF ESTIMATES IN FINANCIAL STATEMENTS In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (2)	TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AGREEMENTS For the six months ended September 30, 2004, Forester Capital Management, Ltd. (the "Advisor") provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space and certain administrative services, and personnel needed by the Fund. As compensation for its services, the Advisor was entitled to a monthly fee at the annual rate of 1.35% based upon the average daily net assets of the Fund. For the six months ended September 30, 2004, the Advisor voluntarily waived advisory fees in the amounts of $382 for The Forester Discovery Fund. There were no other operating expenses of the Fund for the six months ended September 30, 2004. DISTRIBUTION AGREEMENT AND PLAN The Fund has adopted Distribution Plans pursuant to which the Funds may pay broker-dealers for distributing shares of the Fund. This expense is limited to 1/4 of 1% of the Fund's average net assets. For the six months ended September 30, 2004, no such reimbursements were made. (3)	PURCHASES AND SALES OF SECURITIES Purchases and sales of securities, other than short-term investments, aggregated $0 and $0, respectively, in the Forester Discovery Fund for the six months ended September 30, 2004. (4)	DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL Distributions from net investment income and realized gains, if any, are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for foreign currency transactions, net operating losses and post-October capital losses. The tax character of distributions paid during fiscal years ended 2005 and 2004 was as follows: The Forester 2005 Discovery Fund - ---- -------------- Distributions paid from: Ordinary income $ - ====== 2004 - ---- Distributions paid from: Ordinary income $ 293 ====== $ 293 As of March 31, 2004, the components of distributable earnings on a tax basis were as follows: The Forester Discovery Fund -------------- Undistributed ordinary income $264 ------ $264 ====== DIRECTORS AND OFFICERS OF THE COMPANY (Unaudited) As a Maryland corporation, the business and affairs of the Company are managed by its officers under the direction of its Board of Directors. The name, age, address, principal occupations during the past five years, and other information with respect to each of the directors and officers of the Company are as follows: *Thomas H. Forester - Director , President and Treasurer and has served since September 10, 1999. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, IL 60048. Mr. Forester, 44, has been President of Forester Capital Management, Ltd. (the "Adviser") since February, 1999. Prior to that time, he was an officer and portfolio manager from May 1997 through January 1999 with Dreman Value Advisors, Inc. and its successor firm Scudder Investments Inc.; and an officer and portfolio manager from 1995 to 1997 with Peregrine Capital Management Inc. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Forester owns approximately 99% of the shares of each Fund. Mr. Forester did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Kaye E. Forester - Secretary has served since September, 1999. Mrs. Forester, 43, is an investor. Her address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. She oversees 2 portfolios in the fund complex. She does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mrs. Forester did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Wayne A. Grudem - Director, has served since September, 1999. Mr. Grudem, 55, has been a Professor at Phoenix Seminary in Scottsdale, Arizona since 2001. Previously, he was a Professor at Trinity International University for more than five years. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Grudem did not receive any remuneration during the period to serve as a Director and Officer of the Fund. Michael B. Kelley - Director, has served since September, 1999. Mr. Kelley, 41, has been a Territory Executive at WW Grainger, a national distribution firm to commercial and industrial industries for more than five years. His address is c/o Forester Capital Management, Ltd., 612 Paddock Lane, Libertyville, Illinois 60048. He oversees 2 portfolios in the fund complex. He does not hold any other directorships designated by Item 13(a)(1) of the Rules. Mr. Kelley did not receive any remuneration during the period to serve as a Director and Officer of the Fund. *Mr. Forester is a director who is an "interested person" of the Funds by virtue of being an officer of the Funds. Mr. Forester is also an officer of the investment manager and owns 99% of the shares of each Fund. They are married to each other. PROXY VOTING POLICIES AND PROCEDURES For a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call 1-800-388-0365 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the Web site of the Securities and Exchange Commission at http://www.sec.gov. Information on how the Funds voted proxies relating to portfolio securities during the twelve month period ending June 30, 2004, is be available without charge, upon request, by calling 1-800-388-0365 or by accessing the Web site of the Securities and Exchange Commission. AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULE The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Statement of Additional Information includes additional information about Fund directors and is available, without charge, upon request, by calling toll-free 1-888-701-8405. - ------------------------------------------------------------------------------ ITEM 2. CODE OF ETHICS. Not applicable for semi-annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semi-annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semi-annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 10. CONTROLS AND PROCEDURES. (a) The Principal Executive and Financial Officers concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing of this report. (b) There were no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 11. EXHIBITS. (1) Certifications required pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Forester Funds, Inc. By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Executive Officer Date: November 29, 2004 ------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Executive Officer Date: November 29, 2004 ------------------------- By: /s/ Thomas H. Forester ------------------------- Thomas H. Forester Principal Financial Officer Date: November 29, 2004 2