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

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006

OR

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

For the transition period from                                          to                                          

Commission File Number: 0-26001

A.

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

Celanese Americas Retirement Savings Plan
1601 W LBJ Freeway
Dallas, TX 75234

B.

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

Celanese Corporation

1601 W LBJ Freeway
Dallas, TX 75234

 

 

CONTENTS

			Page
Report of Independent Registered Public Accounting Firm			2
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005			4
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005			5
Notes to Financial Statements			6
Supplemental Schedule*
Schedule H, line 4i — Schedule of Assets (Held at end of year) as of December 31, 2006			13
Signatures			27
Consent			29
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Celanese Americas Retirement Savings Plan

Financial Statements and Supplemental Schedule

As of December 31, 2006 and 2005 and

for the Years Ended December 31, 2006 and 2005

Report of Independent Registered Public Accounting Firm

To:		Plan Administrator, Investment, and Benefit Committees
		of Celanese Americas Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2006 and the related statement of changes in net assets available for benefits for the year 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 audit in accordance with the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i- schedule of assets (held at end of year) as of December 31, 2006 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. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PMB Helin Donovan, LLP

Austin, Texas
June 15, 2007

Report of Independent Registered Public Accounting Firm

The Plan Administrator, Investment, and Benefit Committees

of Celanese Americas Retirement Savings Plan:

We have audited the accompanying statement of net assets available for benefits of Celanese Americas Retirement Savings Plan (the Plan) as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year 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 audit.

We conducted our audit in accordance with the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Celanese Americas Retirement Savings Plan as of December 31, 2005, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas
June 27, 2006

Celanese Americas Retirement Savings Plan

Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005

		As of December 31,
		2006				2005
		(In thousands)
Assets
Investments:
Fair value (Note 3)		$	731,214			$	692,547
Wrapper Contracts (at fair value) (Note 3)			3,495				3,023
Loans to Participants (Note 3)			11,575				12,010
Total investments			746,284				707,580
Receivables:
Accrued interest and dividends			1,422				1,472
Total receivables			1,422				1,472
Total assets			747,706				709,052
Liabilities
Payables			766				690
Net assets available for benefits (at fair value)			746,940				708,362
Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 3)			(815	)			(841	)
Net assets available for benefits		$	746,125			$	707,521

See accompanying notes to financial statements.

Celanese Americas Retirement Savings Plan

Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2006 and 2005

		2006				2005
		(in thousands)
Investment income:
Net appreciation of investments (Note 3)		$	72,275			$	31,949
Interest			12,111				12,114
Dividends			704				561
Other			34				488
Total investment income			85,124				45,112
Contributions:
Company			10,060				10,231
Participant			20,607				20,728
Rollovers			734				921
Total contributions			31,401				31,880
Administrative expenses			(2,071	)			(2,174	)
Withdrawals and distributions			(82,704	)			(91,320	)
Transfers from other plans, net of forfeitures (Note 1)			6,854				15,399
Net increase (decrease)			38,604				(1,103	)
Net assets available for benefits:
Beginning of year			707,521				708,624
End of year		$	746,125			$	707,521

See accompanying notes to financial statements.

Celanese Americas Retirement Savings Plan

Notes to Financial Statements

(1)		Description of the Plan
		The Celanese Americas Retirement Savings Plan (the “Plan”) is a participant directed, defined contribution plan sponsored by Celanese Americas Corporation and Subsidiaries (“Celanese” or the “Company”), a wholly owned subsidiary of Celanese Corporation. The Plan covers certain employees of the Company and its participating affiliates (“Participants”). Effective January 1, 2006, the Plan was amended to allow for participation of Meredosia Union employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Participants in the Plan should refer to the Plan document for more complete details of the Plan’s provisions.
		In February 2005, participant account balances of $15,398,640 were transferred into the Plan from the Retirement Savings Plan of the ICI Group. This transfer represents participant assets for employees that were transferred to Celanese in conjunction with the purchase of the Vinamul emulsions business of the National Starch and Chemical Company, a subsidiary of ICI.
		In September 2006, participant account balances of $7,019,236 were transferred to the Plan from the Celanese Americas Retirement Savings Plan for Meredosia Union Employees. This transfer represents participant assets for employees that were transferred to the Plan as a result of a newly ratified collective bargaining agreement.
		The Company has a trust agreement with State Street Bank & Trust Company. The trust agreement establishes a qualified trust for the Plan. The assets of the trust are managed by various investment managers appointed by the Company.
		The Company’s Investment Committee oversees the Plan and has discretionary authority to appoint an agent to direct the purchase and sale of investments in the Plan. The Company appointed the Plan Administrator and Investment Committee as the named fiduciaries of the Plan.

	(a)		Eligibility
			Employees are eligible to participate in the Plan as soon as administratively practicable following their date of hire (taking into account the need to enroll and the timing of the Company’s payroll cycles).
	(b)		Participant Contributions
			Participants may contribute from 2% to 80% of their eligible compensation, as defined in the Plan document and subject to certain Internal Revenue Service (“IRS”) limitations, through payroll deductions. Participants may designate contributions as either “before-tax,” “after-tax” or a combination of both. Participants’ before-tax contributions and Company contributions are deferred compensation pursuant to Section 401(k) of the Internal Revenue Code (“IRC”).
	(c)		Company Contributions
			The Company makes a contribution equal to the amount contributed by each Participant up to 5% of such Participant’s eligible compensation for non-union participants, as defined in the Plan document. The Company’s contribution for union participants varies, as defined in the Plan document, but does not exceed 5% of the Participant’s eligible compensation. Effective January 1, 2006 the plan was amended to increase the matching contribution for the Calvert City union participants to a 100% match of the savings of Calvert City union participants, not to exceed 3% of the participant’s eligible compensation.

	(d)		Vesting
			All Participants’ contributions and income earned or losses incurred thereon are fully vested at all times. The Company’s contributions and income earned or losses incurred thereon are vested either upon the completion of three years of service with the Company, as defined in the Plan document, death, retirement, total and permanent disability, involuntary termination of employment by the Company (other than for cause) or the attainment of age 65.
	(e)		Forfeitures
			Forfeitures of non-vested Company contributions are used to reduce future employer contributions or to restore prior forfeitures under certain conditions. In 2006 and 2005, Company contributions were reduced by $539,203 and $442, respectively, from forfeited non-vested accounts. At December 31, 2006 and 2005, forfeitures of $188,831 and $495,699, respectively, were available for reducing future employer contributions or to restore prior forfeitures under certain conditions.
	(f)		Distributions and Withdrawals
			A Participant’s entire vested account balance shall be payable upon termination of employment, retirement, disability or death. Participants who suffer a “financial hardship” may withdraw all or part of their vested account balance before tax contributions subject to certain provisions, as described in the Plan document. Distributions and withdrawals under the Plan are made in cash in the form of a lump sum. Payments are made as soon as administratively practicable within the provisions of the Plan. The Plan allows for in-service withdrawals of vested contributions under certain circumstances, as defined in the Plan document.
	(g)		Participant Accounts
			Each Participant’s account is credited with the Participant’s contributions, the appropriate amount of the Company’s contribution and an allocation of the Plan’s earnings or losses and the investment management fees in accordance with the allocation provisions contained in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the Participant’s vested account balance.
	(h)		Participant Loans
			Participants who are actively working, and have a vested account balance of at least $2,000, may borrow up to the lesser of 50% of the vested account balance or $50,000 less the highest outstanding loan balance in the previous 12 months. The minimum loan available is $1,000 and shall not exceed $50,000. Loans are generally for periods of up to five years with the exception of the purchase of a primary residence in which case the loan can be for a period up to fifteen years. Loans are repaid in bi-weekly installments and include interest charges. The interest rate on new loans, fixed on the first business day of the month, is based on the Prime Lending Rate (per the Wall Street Journal) plus 1%. The range of interest rates for outstanding Participant loans as of December 31, 2006 and 2005 was 5% to 11.5% with maturities ranging from 2006 to 2020.

	(i)		Investments
			Plan Participants may direct the investment of their account in 1% increments among any of twelve investment options. A Participant may transfer all or a portion of his or her interest, in 1% increments, from one investment fund to another. Each of the Plan’s investment options is managed for the Plan by independent investment managers, who employ a specific set of investment criteria endorsed and monitored by the Company.
			Celanese Stock Fund
			On August 8, 2005, an amendment was approved whereby a “stock bonus plan” was adopted as a permanent feature of the Plan with a primary investment in common shares of Celanese Corporation. This stock bonus plan feature limits employee holdings of Celanese Corporation common shares to twenty percent of the employee’s total account balance under the Plan and imposes a 30-day restriction on reentry into the stock fund after a sale of stock. State Street Global Advisors was named as the fiduciary of the employer stock fund. The Trustee shall vote shares of Celanese Corporation stock in accordance with the instructions of the Participants in whose accounts the shares are held. Participants have the right to give such instructions whether they are vested or not. The trustee shall vote the total number of shares of Celanese stock held by the Plan as of the date of the annual meeting of Celanese Corporation. Purchases and sales of Celanese Corporation stock are generally made on the open market on behalf of and as directed by Plan Participants. During 2006, the Trustee purchased 341,550 shares of Celanese Corporation stock for the fund at an average price of $19.92 per share and sold 243,804 shares of Celanese Corporation stock for the fund at an average price $20.56 per share. During 2005, the Trustee purchased 195,310 shares of Celanese Corporation stock for the fund at an average price of $17.60 per share and sold 6,755 shares of Celanese Corporation stock for the fund at an average price $18.39 per share.
			Stable Value Fund
			Included in the Plan’s twelve investment options is the Stable Value Fund. The Stable Value Fund invests in a variety of investment grade fixed income securities, primarily U.S. Treasury, Agency, corporate, and mortgage-backed securities. The fund, also known as a synthetic guaranteed investment contract (“GIC”), also invests in a special kind of investment contract called a “benefit responsive wrap.” The wrap provides for a guarantee of principal and a stabilized interest rate. The average yield of the investment contracts was 5.29% and 5.18% for the years ended December 31, 2006 and 2005, respectively. The crediting interest rate on investment contracts was 5.29% and 5.40% as of December 31, 2006 and 2005, respectively. The crediting rates for certain GICs are reset quarterly and are based on the market value of the portfolio of assets underlying these contracts. Inputs used to determine the crediting rate include each contract’s portfolio market value, current yield-to-maturity, duration (i.e. weighted average life) and market value relative to contract value. All contracts have a guaranteed rate of 0% or higher with respect to determining interest rates resets.
			A synthetic GIC provides for a guaranteed return on principal over a period of time through the use of underlying assets and a benefit responsive wrapper contract issued by a third party. The wrapper contract provides market and cash flow protection to the Plan. The value of the wrapper is determined by the difference between the fair value of the underlying assets and the contract value attributable by the wrapper to those assets. The value of the wrapper as of December 31, 2006 and 2005 was approximately $3,495,000 and $3,023,000, respectively.
			As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP”), investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan. The Plan invests in fully benefit-responsive investment contracts held in the Stable Value Fund. The Plan adopted the FSP as of December 31, 2006 and also applied it retroactively to the December 31, 2005 Statement of Net Assets Available for Benefits. The Statement of Net Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

(2)

Summary of Significant Accounting Policies

	(a)		Basis of Presentation
			The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) for all periods presented.
	(b)		Valuation of Investments and Income Recognition
			The Plan’s investments are stated at fair value. Investments in the collective trust funds are valued at fair value based upon the quoted market values of the underlying assets, where available. Loans to Participants are valued at cost, which approximates fair value. All purchases and sales of securities are recorded on a trade-date basis.
			Interest income is recorded when earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized gains and losses on investments sold during the year as well as net appreciation (depreciation) of the investments held at the end of the year.
	(c)		Risks and Uncertainties
			The assets of the Plan consist primarily of investments held at fair value. These investments are subject to market risks and are influenced by such factors as investment objectives, interest rates, stock market performance, economic conditions, and world affairs. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
	(d)		Use of Estimates
			The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
	(e)		Payment of Benefits
			Benefits are recorded when paid.

(3)		Investments
		The following table presents the total investments of the Plan segregated by valuation method. Investments that represent five percent or more of the Plan’s net assets as of December 31 are marked with an asterisk (*).

		As of December 31,
		2006				2005
		(in thousands)
Quoted market price:
Celanese Corporation Common Stock		$	7,409			$	3,605
Interest Bearing Cash			5,163				6,939
US Government Securities			31,518				34,690
Common Stock			25,265				25,962
Mutual Funds			9,761				9,507
			79,116				80,703
Investments at estimated fair value:
Stable Value Fund			183,051	*			185,068	*
Alliance Collective Investment Trust			190,003	*			179,391	*
BGI Equity Index Fund 1			112,503	*			106,227	*
BGI Russell 2000 Alpha Tilts Fund			58,449	*			60,977	*
Common/Collective Trusts			108,092				80,181
			652,098				611,844
Sub-Total			731,214				692,547
Participant Loans			11,575				12,010
Total		$	742,789			$	704,557

Stable Value Fund and Wrappers

						Wrapper				Adjustment to
2006		Investments at				Contracts at				Contract
		Fair Value				Fair Value				Value
Cash		$	19			$	—			$	—
US Government Securities			199				—				—
Interest Bearing Cash			673				—				—
JP Morgan Intermediate Bond Fund			182,160				—				(815	)
Wrapper			—				3,495				—
		$	183,051			$	3,495			$	(815	)

						Wrapper				Adjustment to
2005		Investments at				Contracts at				Contract
		Fair Value				Fair Value				Value
Cash		$	20			$	—			$	—
US Government Securities			148				—				—
Interest Bearing Cash			674				—				—
JP Morgan Intermediate Bond Fund			184,226				—				(841	)
Wrapper			—				3,023				—
		$	185,068			$	3,023			$	(841	)

During 2006 and 2005, the Plan’s investments (including investments bought and sold and held during the year) appreciated in value as follows (in thousands):

		For the years ended December 31
		2006				2005
Quoted market price:
US Government Securities		$	(1,552	)		$	1,029
Common Stock			1,288				1,885
Celanese Corporation Common Stock			2,014				293
Mutual Funds			(111	)			(158	)
			1,639				3,049
Investments at estimated fair value:
Common/Collective Trusts			70,636				28,900
		$	72,275			$	31,949

(4)		Plan Termination
		Although the Company has not expressed any intent to terminate the Plan, it may do so at any time, subject to the provisions of ERISA. Upon termination of the Plan, any Participant who is then an employee of the Company would become 100% vested in all Company contributions.
(5)		Federal Income Taxes
		The IRS has determined and informed the Company by a letter dated April 19, 2004, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
(6)		Administrative Expenses
		Administrative expenses (principally record keeping costs and legal fees) are accrued and charged against the respective funds of the Plan. Investment management fees, taxes, brokerage commissions, and related fees are paid from the respective funds from which they are levied, assessed, or incurred. Certain administrative expenses of the Plan are paid by the Company. Expenses not paid by the Company are paid by the Plan.
(7)		Parties-in-Interest
		Certain Plan investments are shares of common/collective trust funds managed by JPMorgan/American Century or State Street Bank & Trust Company. In addition, certain Plan investments are in interest bearing cash managed by Morgan Guaranty Trust Company of New York. JPMorgan Retirement Plan Services is the record keeper and State Street Bank & Trust Company is the Trustee, as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. These transactions are covered by an exemption from the “prohibited transaction” provisions of ERISA and the IRC. The Plan also invests in the common stock of the Plan Sponsor as well as loans to Plan participants, both of which qualify as parties-in-interest to the Plan and are exempt from prohibited transaction rules.

(8)		Subsequent Events
		On April 23, 2007, net assets of $28,464,126 were transferred from the Plan in conjunction with Celanese Corporation’s sale of its oxo products and derivatives business and the transfer of impacted employees to OXEA Corporation.

05MK

COMPOSITE

SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

THIS IS A COMPOSITE REPORT FOR:

05MA		HOISINGTON INV. MGMT CO
05MB		BERNSTEIN
05MD		JP MORGAN
05ME		CELANESE SAV LOAN FUND
05MG		PIMCO
05MH		CAPITAL GUARDIAN
05ML		JP MORGAN
05MN		JP MORGAN
05MO		JP MORGAN
05MP		BARCLAYS
05MQ
05MU		BARCLAYS
05MV		MARSICO CAPITAL MGMT LLC
05MW		SSGA

05MK

COMPOSITE

SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)		(B) IDENTITY OF ISSUER						(C) DESCRIPTION OF INVESTMENT						RATE				MAT DATE				(E) CURRENT
FUND								SHARES/PAR										(D) COST				VALUE
INTEREST BEARING CASH
						BGI MONEY MARKET FD FOR EBT		CASH HELD AT ALEX BROWN
05MP			05499B995								11.000								11.00				11.00
05MU			05499B995								6.000								6.00				6.00
											5.000								5.00				5.00
						BZW PRINCIPAL CASH
											1.140								1.14				1.14
05MP			12399A986								0.280								0.28				0.28
05MU			12399A986								0.860								0.86				0.86
						MORGAN GUARANTY TRUST CO OF NY		LIQUIDITY FUND							0.001				12/31/2006
											3,807,648.99								3,807,648.99				3,807,648.99
05MD			61699B004								683,530.31								683,530.31				683,530.31
05ML			61699B004								821,558.51								821,558.51				821,558.51
05MN			61699B004								62,074.95								62,074.95				62,074.95
05MO			B1699B004								2,240,485.22								2,240,485.22				2,240,485.22
						MORGAN GUARANTY TRUST CO OF NY		LIQUIDITY FUND							0.010				12/31/2006
											14,798.24								14,798.24				14,798.24
05MD			61699B004								14,798.24								14,798.24				14,798.24
					*	STATE STREET BANK + TRUST CO		SHORT TERM INVESTMENT FUND							1.000				12/31/2030
											1,341,013.90								1,341,013.90				1,341,013.90
05MA			8574809S8								528,846.06								528,846.06				528,846.06
05MQ			8574809S8								1,253.33								1,253.33				1,253.33
05MV			8574809S8								723,188.22								723,188.22				723,188.22
05MW			8574809S8								87,726.29								87,726.29				87,726.29
											5,163,473.27								5,163,473.27				5,163,473.27

05MK

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)		(B) IDENTITY OF ISSUER						(C) DESCRIPTION OF INVESTMENT						RATE				MAT DATE				(E) CURRENT
FUND								SHARES/PAR										(D) COST				VALUE
U.S. GOVERNMENT SECURITIES
						UNITED STATES TREAS BDS									6.625				02/15/2027
											3,827,000.00								4,559,562.83				4,664,156.25
05MA			912810EZ7								3,827,000.00								4,559,562.83				4,664,156.25
						UNITED STATES TREAS BDS									6.375				08/15/2027
											1,010,000.00								1,127,520.05				1,201,821.22
05MA			912810FA1								1,010,000.00								1,127,520.05				1,201,821.22
						UNITED STATES TREAS BDS				BD					5.250				11/15/2028
											5,585,000.00								5,672,907.70				5,856,833.12
05MA			912810FF0								5,585,000.00								5,672,907.70				5,856,833.12
						UNITED STATES TREAS BDS									5.250				02/15/2029
											18,875,000.00								19,073,476.78				19,795,156.25
05MA			912810FG8								18,875,000.00								19,073,476.78				19,795,156.25
											29,297,000.00								30,433,467.36				31,517,966.84

05MK
COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A)		(B) IDENTITY OF ISSUER						(C) DESCRIPTION OF INVESTMENT								RATE					MAT DATE				(E) CURRENT
FUND								SHARES/PAR												(D) COST				VALUE
CORPORATE STOCKS — COMMON
						UBS AG		SHS NEW
													13,007.000								592,322.86				784,712.31
05MV			H89231338										13,007.000								592,322.86				784,712.31
						AMERICA MOVIL SAB DE CV		SPONS ADR REPSTG SER L SHS
													10,421.000								336,649.70				471,237.62
05MV			02364W105										10,421.000								336,649.70				471,237.62
						AMYLIN PHARMACEUTICALS INC
													8,816.000								331,438.39				317,993.12
05MV			032346108										8,816.000								331,438.39				317,993.12
						BOEING CO		COM
													5,696.000								494,499.89				506,032.64
05MV			097023105										5,696.000								494,499.89				506,032.64
						BURLINGTON NORTHN SANTA FE		COM
													12,438.000								837,480.33				918,048.78
05MV			12189T104										12,438.000								837,480.33				918,048.78
						CB RICHARD ELLIS GROUP INC		CL A
													2,312.000								61,575.81				76,758.40
05MV			12497T101										2,312.000								61,575.81				76,758.40
			*			CELANESE CORP DE		COM SER A
													286,301.000								5,526,342.44				7,409,469.88
05MW			150870103										286,301.000								5,526,342.44				7,409,469.88
						CISCO SYS INC		COM
													22,908.000								521,246.84				626,075.64
05MV			17275R102										22,908.000								521,246.84				626,075.64
						CITIGROUP INC		COM
													8,900.000								491,236.08				495,730.00
05MV			172967101										8,900.000								491,236.08				495,730.00
						COMCAST CORP NEW		CL A
													26,655.000								854,551.24				1,128,306.15
05MV			20030N101										26,655.000								854,551.24				1,128,306.15
						FEDERATED DEPT STORES INC DE		COM
													10,303.000								423,031.95				392,853.39
05MV			31410H101										10,303.000								423,031.95				392,853.39

05MK
COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A)		(B) IDENTITY OF ISSUER						(C) DESCRIPTION OF INVESTMENT								RATE					MAT DATE				(E) CURRENT
FUND								SHARES/PAR												(D) COST				VALUE
						FEDEX CORP		COM
													8,801.000								727,961.91				955,964.62
05MV			31428X106										8,801.000								727,961.91				955,964.62
						FOUR SEASONS HOTELS INC		LTD VTG SH
													3,104.000								166,560.64				254,496.96
05MV			35100E104										3,104.000								166,560.64				254,496.96
						GENENTECH INC		COM
													15,041.000								791,783.48				1,220,276.33
05MV			368710406										15,041.000								791,783.48				1,220,276.33
						GENERAL DYNAMICS CORP		COM
													10,073.000								540,961.34				748,927.55
05MV			369550108										10,073.000								540,961.34				748,927.55
						GENZYME CORP		COM GEN DIV
													5,766.000								403,020.94				355,070.28
05MV			372917104										5,766.000								403,020.94				355,070.28
						GOLDMAN SACHS GROUP INC		COM
													7,000.000								1,037,899.37				1,395,450.00
05MV			38141G104										7,000.000								1,037,899.37				1,395,450.00
						HEINEKEN N.V.		ADR
													9,540.000								221,287.36				226,098.00
05MV			423012202										9,540.000								221,287.36				226,098.00
						INTEL CORP		COM
													11,507.000								251,819.39				233,016.75
05MV			458140100										11,507.000								251,819.39				233,016.75
						KB HOME		COM
													6,143.000								364,561.38				315,013.04
05MV			48666K109										6,143.000								364,561.38				315,013.04
						LAS VEGAS SANDS CORP		COM
													10,325.000								612,988.90				923,881.00
05MV			517834107										10,325.000								612,988.90				923,881.00
						LEHMAN BROTHERS HLDGS INC		COM
													10,981.000								612,255.18				857,835.72
05MV			524908100										10,981.000								612,255.18				857,835.72
						LENNAR CORP		CL A
													6,095.000								325,657.51				319,743.70
05MV			526057104										6,095.000								325,657.51				319,743.70

05MK
COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(A)		(B) IDENTITY OF ISSUER						(C) DESCRIPTION OF INVESTMENT								RATE					MAT DATE				(E) CURRENT
FUND								SHARES/PAR												(D) COST				VALUE
						LOCKHEED MARTIN CORP		COM
													8,499.000								624,358.30				782,502.93
05MV			539830109										8,499.000								624,358.30				782,502.93
						LOWES COS INC		USD0.50
													20,937.000								614,889.51				652,187.55
05MV			548661107										20,937.000								614,889.51				652,187.55
						MGM MIRAGE INC		COM
													15,017.000								568,900.16				861,224.95
05MV			552953101										15,017.000								568,900.16				861,224.95
						MONSANTO CO NEW		COM
													12,849.000								579,063.86				674,957.97
05MV			61166W101										12,849.000								579,063.86				674,957.97
						NRG ENERGY INC		COM NEW
													2,273.000								124,333.10				127,310.73
05MV			629377508										2,273.000								124,333.10				127,310.73
						NORDSTROM INC		COM
													2,605.000								130,346.65				128,530.70
05MV			655664100										2,605.000								130,346.65				128,530.70
						PEPSICO INC		COM
													1,741.000								114,538.05				108,899.55
05MV			713448108										1,741.000								114,538.05				108,899.55
						PRAXAIR INC		COM
													8,238.000								501,087.14				488,760.54
05MV			74005P104										8,238.000								501,087.14				488,760.54
						PROCTER AND GAMBLE CO		COM
													15,572.000								835,542.82				1,000,812.44
O5MV			742718109										15,572.000								835,542.82				1,000,812.44
						ST JOE CO		COM
													2,988.000								206,891.47				160,067.16
05MV			790148100										2,988.000								206,891.47				160,067.16
						SCHLUMBERGER LTD		COM
													9,023.000								554,496.40				569,892.68
05MV			806857108										9,023.000								554,496.40				569,892.68
						STARBUCKS CORP		COM
													11,408.000								263,802.37				404,071.36
05MV			855244109										11,408.000								263,802.37				404,071.36

05MK

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)			(B) IDENTITY OF ISSUER					(C) DESCRIPTION OF INVESTMENT						RATE		MAT DATE				(E) CURRENT
FUND								SHARES/PAR								(D) COST				VALUE
						STATION CASINOS INC
											3,043.000						186,442.64				248,521.81
05MV			857689103								3,043.000						186,442.64				248,521.81
						TARGET CORP		COM
											8,534.000						453,738.65				486,864.70
05MV			87612E106								8,534.000						453,738.65				486,864.70
						TOYOTA MTR CO		ADR 2 COM
											5,587.000						572,493.42				750,389.97
05MV			892331307								5,587.000						572,493.42				750,389.97
						UNION PAC CORP		COM
											6,649.000						525,019.34				611,840.98
05MV			907818108								6,649.000						525,019.34				611,840.98
						UNITED TECHNOLOGIES CORP		COM
											6,832.000						404,073.03				427,136.64
05MV			913017109								6,832.000						404,073.03				427,136.64
						UNITEDHEALTH GROUP INC		COM
											33,735.000						1,085,587.87				1,812,581.55
05MV			91324P102								33,735.000						1,085,587.87				1,812,581.55
						WELLS FARGO + CO NEW		COM
											14,742.000						504,822.15				524,225.52
05MV			949746101								14,742.000						504,822.15				524,225.52
						WYNN RESORTS LTD		COM
											3,125.000						176,724.24				293,281.25
05MV			983134107								3,125.000						176,724.24				293,281.25
						YUM BRANDS INC		COM
											10,666.000						522,500.58				627,160.80
05MV			988498101								10,666.000						522,500.58				627,160.80
											716,196.000						26,076,784.68				32,674,213.66

05MK

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)

(B) IDENTITY OF ISSUER

(C) DESCRIPTION OF INVESTMENT

RATE

MAT DATE

(E) CURRENT

FUND

SHARES/PAR

(D) COST

VALUE

LOANS TO PARTICIPANTS — OTHER

LOANS TO PARTICIPANTS

11,574,807.430

11,574,807.43

11,574,807.43

05ME

53999S985

11,574,807.430

11,574,807.43

11,574,807.43

11,574,807.430

11,574,807.43

11,574,807.43

05MK

COMPOSITE
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)

(A)			(B) IDENTITY OF ISSUER					(C) DESCRIPTION OF INVESTMENT						RATE	MAT DATE			(E) CURRENT
FUND								SHARES/PAR							(D) COST			VALUE
COMMON/COLLECTIVE TRUSTS
						ALLIANCE COLLECTIVE INVT TR		BERNSTEIN STRATEGIC VALUE COL
											11,515,310.556				101,792,960.92				190,002,624.14
05MB			018564823								11,515,310.556				101,792,960.92				190,002,624.14
					*	JPMCB SPECIAL SITUATION		PROPERTY FUND
											349.694				314,951.64				512,027.49
05ML			03499B925								49.453				45,258.28				72,408.61
05MN			03499B925								300.241				269,693.36				439,618.88
						BGI EQUITY INDEX FUND I
											2,579,152.548				77,585,063.66				112,502,634.14
05MP			05799K984								2,579,152.548				77,585,063.66				112,502,634.14
						BGI RUSSEL 2000 ALPHA		TILTS CL F
											3,544,484.467				44,475,291.20				58,448,548.86
05MU			05999K966								3,544,484.467				44,475,291.20				58,448,548.86
						CG 1NTL NON US EQUITY
											1,133,315.179				30,982,358.28				39,280,704.10
05MH			12599Q971								1,133,315.179				30,982,358.28				39,280,704.10
						INTREPID AMERICA		COMMINGLED PENSION TR 9719929
											384,237.097				7,235,246.00				7,215,972.68
05MD			46299E961								56,006.320				1,054,599.01				1,051,798.69
05ML			46299E961								119,550.904				2,251,204.99				2,245,165.98
05MN			46299E961								208,679.873				3,929,442.00				3,919,008.01
					*	JPMCB STRATEGIC PROPERTY		FND
											1,412.767				1,518,083.76				2,228,724.71
05MD			46599C921								424.264				394,970.74				669,301.92
05ML			46599C921								408.065				450,951.88				643,747.02
05MN			46599C921								580.438				672,161.14				915,675.77
					*	JPMCB EAFE REI FUND
											11,708.814				137,497.58				216,495.99
05MD			46799F989								11,708.814				137,497.58				216,495.99
					*	JPMBC EMERGING MARKETS EQUITY		REF 29803779
											28,488.308				430,354.17				793,600.68
05ML			46799G953								14,967.788				205,693.65				417,002.57
05MN			46799G953								13,517.520				224,660.52				376,598.11
					*	JPMBC US ACTIVE FIXED CORE FD		REF 29803773
											347,668.728				8,926,377.99				9,724,294.32
05MD			46799G961								179,509.486				4,489,379.69				5,020,880.32