UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

for the fiscal year ended December 29, 2007

or

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

for the transition period from                      to                     

COMMISSION FILE NUMBER 1-14989

A.

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

WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN

B.

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

WESCO INTERNATIONAL, Inc.

225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219-1122

 

 

WESCO Distribution, Inc.
Retirement Savings Plan

WESCO Distribution, Inc.
Retirement Savings Plan
Index

		Page(s)
Report of Independent Registered Public Accounting Firms			2-3
Financial Statements
Statements of Net Assets Available for Benefits as of December 29, 2007 and 2006			4
Statement of Changes in Net Assets Available for Benefits for the fiscal year ended December 29, 2007			5
Notes to Financial Statements			6-11
Supplemental Schedule
Schedule H, line 4(i) — Schedule of Assets (Held at End of Year) as of December 29, 2007			12-37
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
Exhibit 23.2 Consent of Independent Registered Public Accounting Firm
EX-23.1
EX-23.2

WESCO Distribution, Inc.
Retirement Savings Plan

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
WESCO Distribution, Inc. Retirement Savings Plan

We have audited the accompanying statement of net assets available for plan benefits of WESCO Distribution, Inc. Retirement Savings Plan as of and for the year ending December 29, 2007, and the related statements of changes in net assets available for plan 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 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 plan benefits of WESCO Distribution, Inc. Retirement Savings Plan as of December 29, 2007, and the changes in net assets available for plan benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule 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 supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule is the responsibility of Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 29, 2007 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

The accompanying notes are an integral part of these financial statements.

WESCO Distribution, Inc.
Retirement Savings Plan

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
WESCO Distribution, Inc. Retirement Savings Plan

In our opinion, the accompanying statement of net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of the WESCO Distribution, Inc. Retirement Savings Plan (the “Plan”) at December 29, 2006 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Plan’s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement 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 statement of net assets available for benefits is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of net assets available for benefits, assessing the accounting principles used and significant estimates made by management, and evaluating the overall statement of net assets available for benefits presentation. We believe that our audit of the statement of net assets available for benefits provides a reasonable basis for our opinion.

 

WESCO Distribution, Inc.
Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 29, 2007 and 2006

		2007				2006
Investments at fair value (Notes 2 and 6)
Shares of registered investment companies		$	211,033,183			$	153,944,653
Common collective trusts			21,035,201				146,719,354
Stock funds and self-directed accounts			14,387,053				18,429,472
Stable Value Fund			89,577,909				—
RAFI Enhanced Large Company Fund			33,227,145				—
Participant loans			6,377,189				5,317,701
			375,637,680				324,411,180
Receivables
Employee contributions			889,851				852,919
Employer matching contributions			347,410				312,967
Employer profit sharing discretionary contribution			7,533,707				11,876,545
Accrued interest			21,421				15,950
Net assets available for benefits at fair value			384,430,069				337,469,561
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive contracts			(1,683,438	)			—
Net assets available for benefits		$	382,746,631			$	337,469,561

The accompanying notes are an integral part of these financial statements.

WESCO Distribution, Inc.
Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Fiscal Year Ended December 29, 2007

		2007
Additions
Employee contributions		$	23,858,850
Employee rollovers			16,366,083
Employer contributions (including discretionary contribution)			15,025,271
Net appreciation from shares of registered investment companies			9,539,881
Net appreciation from common/collective trust funds			1,237,911
Net depreciation from stock funds and self-directed accounts			(4,049,655	)
Net appreciation from the Stable Value Fund			2,868,637
Net depreciation from the RAFI Enhanced Large Company Fund			(487,288	)
Interest and dividend income			16,803,050
Total additions			81,162,740
Deductions
Distributions to withdrawing participants			35,661,705
Administrative expenses			223,965
Total deductions			35,885,670
Net increase			45,277,070
Net assets available for benefits
Beginning of year			337,469,561
End of year		$	382,746,631

The accompanying notes are an integral part of these financial statements.

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

1.		Major Features of the Plan
		WESCO Distribution, Inc. Retirement Savings Plan (the “Plan”) was established as of February 28, 1994 (date of inception). At the date of inception, certain employees of the predecessor company became employees of WESCO Distribution, Inc. (the “Company”) and participants in the Plan. At the date of inception, all funds held by the prior plans related to the transferred employees were transferred to the Plan.
		The Plan covers the current employees of the Company and those former employees with a fund balance of at least $5,000 who elected to maintain their funds in the Plan. Former employees cannot make contributions to the Plan.
		As a result of the acquisition of Communications Supply Holdings, Inc. on November 3, 2006, approximately 800 participants were added to the Plan. These participants did not rollover their balances until 2007.
		Contributions
		The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Participants may elect to make tax deferred contributions ranging from 1% up to the lesser of 50% of their compensation or $15,500. The $15,500 limit may be adjusted in future years by the Internal Revenue Service (“IRS”). The sum of the tax deferred contributions and the after-tax contributions cannot exceed 50% of the participant’s compensation. Subject to limitation, the Company will make matching contributions in an amount equal to 50% of a participant’s total monthly contributions up to a maximum of 3% of their compensation. Participants who have attained age 50 before the close of the plan year are eligible to make catch-up contributions in addition to pre-tax contributions. A catch-up contribution is a pre-tax contribution that exceeds the annual deferral limit ($15,500 in 2007). A participant’s total catch-up contribution cannot exceed $5,000. The catch up contribution limits are determined by the IRS and then indexed for inflation after 2007. In addition, the Company may, at the Board of Directors’ discretion, make a discretionary contribution to the Plan provided certain predetermined profit levels are attained. The Company made discretionary contributions of $7,533,707 and $11,876,545 for the fiscal years ended December 29, 2007 and 2006, respectively.
		Vesting
		Participants are fully vested in the value of their contributions and related investment income at all times and vest in their allocated share of employer contributions according to the following schedule:

Less than two years of service			0	%
Two years of service			20	%
Three years of service			40	%
Four years of service			66	%
Five or more years of service			100	%

In conjunction with a leveraged recapitalization of the Company all active employees as of June 5, 1998 became fully vested.

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

		Forfeitures
		Employer contributions forfeited by participants not vested at their termination date are used to reinstate previously forfeited account balances of former participants who have returned to employment with the Company, or to reduce employer contributions in accordance with the plan document. Total forfeitures that reduced employer contributions in 2007 and 2006 were approximately $1,240,000 and $1644,000, respectively. As of December 29, 2007, a balance of approximately $97,400 was available to reduce employer contributions in 2008.
		Participant Accounts
		An account is maintained for each participant, which is credited with the participant’s contributions and an allocation of Company contributions, plan earnings and administrative expenses. Allocations are based on participant contributions or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from that participant’s account.
		Reclassification
		Certain 2006 balances have been reclassified to conform with current year presentation.
2.		Summary of Significant Accounting Policies
		Accounting Principles
		The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America. The following are the significant accounting policies followed by the Plan:
		Basis of Accounting
		The accounting records of the Plan are maintained on the accrual basis of accounting.
		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 (the FSP), investment contracts held by 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 the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
		Investment Valuation and Income Recognition
		Investments are carried at fair value in the accompanying financial statements. The Plan’s assets are invested in the common stock of WESCO International, Inc. through a unitized stock fund, which includes investments in a money market fund for liquidity purposes. In addition, the plan offers a self directed brokerage account. Investments in common stocks are valued at quoted market prices. Investments in the RAFI Enhanced Large Company Fund are unitized and valued using an index strategy. Shares of registered investment companies are valued at the net asset

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

		value of shares held by the Plan at year end. The Plan’s interest in the Stable Value Fund and collective trusts are valued based on information reported by the investment advisor using the audited financial statements of the collective trust. Participant loans are valued at cost, which approximates fair value.
		Purchases and sales of securities are recorded on a settlement date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
		Net Appreciation (Depreciation) in Value of Investments
		The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of realized gains (losses) and unrealized appreciation (depreciation) in the common/collective trusts, registered investment companies, Stable Value Fund, RAFI Enhanced Large Company Fund, WESCO International stock and other common stocks.
		Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions. These may affect the reported amounts of assets and liabilities and the 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.
		Risks and Uncertainties
		The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the near-term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
		Other
		Administrative expenses, excluding participant loan setup fees, distribution fees, hardship withdrawal fees and consulting fees, are paid by the Company and, therefore, are not expenses of the Plan.
		Payment of Benefits
		Benefits are recorded when paid.
		Recent Accounting Pronouncement
		In September 2006, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies whenever other accounting standards require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to new accounting transactions. SFAS 157 is effective for all financial assets and financial liabilities to fiscal years beginning after November 15, 2007. As of December 29, 2007, the Plan does not believe the

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

		adoption of SFAS 157 will impact the amounts reported in the financial statements, however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain measurements reported on the financial statements for a fiscal period.
3.		Tax Status
		The Internal Revenue Service has determined and informed the Company by a letter dated October 15, 2003, that the Plan is designed in accordance with Section 401(a) of the Internal Revenue Code (“IRC”) and, therefore, is exempt from federal taxes under provisions of Section 501(a). Accordingly, no provision for income taxes has been included in the Plan’s financial statements. The Plan has been amended since reviewing the determination letter. However, 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 IRC.
4.		Employee Loans
		Participants are permitted to borrow against a portion of their vested account balance within the prescribed limitations and pursuant to nondiscriminatory rules established by the Administrative Committee. Each loan is to be repaid over a period not to exceed five years.
		The interest rate applied to employee loans is established each month by the Administrative Committee at 1% above the PNC Bank prime interest rate. The interest rate on new loans ranged between 5.0% and 10.5% for the fiscal year ended December 29, 2007. Principal and interest payments are generally made through monthly payroll deductions and are credited to the participant’s individual account. Loans of approximately $4,025,000 were made from the Plan and loan principal repayments of approximately $2,459,000 were received by the Plan for the year ended December 29, 2007. Interest of approximately $451,000 was received by the Plan for the year ended December 29, 2007 related to employee loans.
5.		Plan Termination
		Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan terminates, participants will become 100% vested in their accounts, and all vested assets shall be distributed to such participants in accordance with the terms of the Plan, or in such other manner, not inconsistent with the requirements of any applicable law or regulation, as the Company may in its sole discretion determine.
6.		The Stable Value Fund
		During 2007, the Plan began investing in a fully benefit-responsive synthetic GIC with an insurance company as part of offering the Stable Value Fund (the Fund) investment option to participants. Contributions to this fund are used to purchase units of a collective trust vehicle which is invested in high-quality U.S. bonds, including U.S. government treasuries, corporate debt securities, and other high-credit-quality asset-backed securities. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no reserves against contact value for credit risk of the contract issuer or otherwise.

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

		The Fund has entered into a wrap contract with an insurance company under which the insurance company provides a guarantee with respect to the availability of funds to make distributions from this investment option. This insurance contract is carried at contract value in the participants’ accounts.
		Participant accounts in the Fund are credited with interest at a fixed rate that is reset quarterly based on an agreed-upon formula as defined in the contract. The primary variables which could impact the future crediting rates include (1) the amount and timing of participant contributions, (2) transfers and withdrawals into/out of the contract, (3) the current yield of the assets underlying the contract, (4) the duration of the assets underlying the contract, and (5) the existing difference between fair value of the securities and the contract value of the assets within the insurance contract. The crediting rate of security-backed contracts will track current market yields on a trailing basis. The rate reset allows the contract value to converge with the fair value of the underlying portfolio over time, assuming the portfolio continues to earn the current yield for a period of time equal to the current portfolio duration.
		To the extent that the underlying portfolio has unrealized and/or realized losses, a positive adjustment is made when reconciling from fair value to contract value under contract value accounting. As a result, the future crediting rate may be lower over time than the current market rates. Similarly, if the underlying portfolio generates unrealized and/or realized gains, a negative adjustment is made when reconciling from fair value to contract value, and in the future, the crediting rate may be higher than the current market rates. The insurance contract cannot credit an interest rate that is less than zero percent.
		Certain events limit the ability of the Plan to transact at contract value with the insurance company. Such events are limited to premature termination of the contracts by the Plan or plan termination. The plan sponsor has not expressed any intention to take either of these actions.
		As described in Note 2, because the synthetic GIC is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the synthetic GICs. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The average yields earned by the Fund at December 29, 2007 are as follows:

Average yield for synthetic GICs		2007
Based on actual earnings			4.96	%
Based on interest rate credited to participants			5.05	%

WESCO Distribution, Inc.
Retirement Savings Plan
Notes to Financial Statements
December 29, 2007 and 2006

7.		Investments
		Investments representing 5% or more of the net assets available for benefits as of December 29, 2007 and 2006 were as follows:

		2007				2006
AMCAP Fund		$	39,609,971			$	38,695,861
American Balanced Fund			37,193,165				34,396,265
Columbia Acorn Fund			33,406,094				34,580,419
RiverSource Equity Index Fund I *			—				34,095,546
RiverSource Midcap Value Fund			25,049,255				22,844,600
RiverSource Stable Capital Fund II*			—				75,828,416
Stable Value Fund*			89,577,909				—
Thornburg International Value Fund*			33,139,769				—
Templeton Foreign Fund*			—				20,529,960

8.		Related Party Transactions
		Participants of the Plan may elect to invest in WESCO International, Inc. common stock within the WESCO Pooled Stock Fund. WESCO International, Inc. owns 100% of the Company. Therefore, these transactions qualify as party-in-interest transactions. Purchases and sales within the WESCO Pooled Stock Fund for 2007 were $4,542,000 and $5,535,000, respectively, and purchases and sales for 2006 were $2,433,000 and $5,915,000, respectively. Fees paid by the plan for investment management services amount to $20,000 for the year ended December 29, 2007.

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		Alger Institutional Funds		Alger Midcap Growth Institutional Fund		$	14,022,035
		AMCAP Fund		AMCAP Fund (Class R-4)			39,609,971
		RiverSource Trust		Midcap Value Fund Class R4			25,049,255
		American Funds		American Balanced Fund (Class A)			37,193,165
		Columbia Mutual Funds		Columbia Acorn Fund (Class A)			33,406,094
		Loomis Sayles		Loomis Sayles Invest Grade Bond			12,283,819
		MFS Family of Funds		MFS Value Fund (Class A)			16,329,075
		Thornburg International		Thornburg International Value Fund			33,139,769
		Value of Interest in Registered Investment Companies Total					211,033,183
		Manning & Napier Promix Funds		Manningnapier Promix Conserv Trust			2,283,223
		Manning & Napier Promix Funds		Manningnapier Promix Extended Trust			5,949,301
		Manning & Napier Promix Funds		Manningnapier Promix Maximum Trust			8,678,932
		Manning & Napier Promix Funds		Manningnapier Promix Moderate Trust			4,123,745
		Value of Interest in Common/Collective Trusts Total					21,035,201
*		WESCO International, Inc.		WESCO International Pooled Stock Fund			8,955,522
		ABB Ltd Adr		Common Stock			19,229
		Abitibibowater Inc		Common Stock			54,470
		ADR Cemex		Common Stock			26,500
		AGL Resources		Common Stock			37,420
		Alcatel-Lucent Ads		Common Stock			419
		Altria Group Inc.		Common Stock			3,798
		American Beacon Funds		Americanbeacon Lg Cap Val Fund			8,215
		American Century Investments		American Century Mid Cap Value Fund			7,020
		Apple Inc.		Common Stock			49,958
		Applied Materials		Common Stock			1,769
		Arcadia Resources, Inc.		Common Stock			1,060
		Artisan Funds		Artisan International Investor Shrs			7,364
		Artisan Funds		Artisan Mid Cap Value Fund			44,281
		Authentec Inc		Common Stock			15,130
		B&G Foods Inc		Common Stock			30,210
		Bank America Corp		Common Stock			4,110
		Bemis Co		Common Stock			7,798
		Berkshire Hathaway Inc.		Common Stock			14,055
		Bhp Billiton Ltp-Spon Adr		Common Stock			7,136
		Biotime Inc.		Common Stock			40
		Boeing Co.		Common Stock			8,825
		BP Prudhoe Bay Royalty Trust		Common Stock			3,148
		Brandywine Funds		Income Fund			36,957

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		Budget Group Inc.		Common Stock			13
		Burlington Northern Inc		Common Stock			1,666
		Carrington Labs		Common Stock			166
		Caterpillar Inc.		Common Stock			28,020
		CBS Corp. Class B		Common Stock			163,342
		Celgene Corp.		Common Stock			14,100
		Charys Holding Co.		Common Stock			305
		Cheniere Energy Inc		Common Stock			6,510
		Chevron Corp.		Common Stock			9,486
		Circuit City Stores		Common Stock			415
		Cisco		Common Stock			21,772
		Citigroup Inc.		Common Stock			30,755
		Clinical Data Inc.		Common Stock			5,924
		Compass Minerals International		Common Stock			14,487
		Comphania Vale		Common Stock			6,676
		Conocophillips		Common Stock			6,596
		Corning Inc.		Common Stock			2,411
		Corporate Exec Board		Common Stock			6,062
		Costco Whsl Corp. New		Common Stock			7,514
		Creative Technology		Common Stock			850
		CrossTex Energy Inc		Common Stock			11,340
		CTS Corp.		Common Stock			1,009
		Deere & Co		Common Stock			1,846
		Del Global Technologies Corp.		Common Stock			290
		Dodge & Cox Funds		Balanced Fund			25,929
		Dodge & Cox Funds		Stock Fund			15,978
		Dodge & Cox Funds		Income Fund			86,307
		Dynamic Materials Corp		Common Stock			1,521
		Eaton Corp.		Common Stock			119,218
		EI Dupont		Common Stock			886
		Energy Transfer Equity LP		Common Stock			7,278
		ENI Spa-Sponsered ADR		Common Stock			6,268
		Excelsior Funds		Value & Restructuring Fund			14,776
		Exide Technologies		Common Stock			65,200
		Exxon Mobil Corp.		Common Stock			17,575
		Fastenal Company		Common Stock			8,154
		Federal Mogul Corp.		Common Stock			2,799
		Focus Enhancements		Common Stock			54
		Fuel-Tech		Common Stock			11,370
		Gabelli Funds		Asset Fund			7,206
		Gamco International Growth AAA		Foreign Large Growth Fund			9,518
		Gamesa Corporation Tecnologishs		Common Stock			6,975
		Genentech Inc		Common Stock			675
		General Electric		Common Stock			13,442
		Genesis Microchip, Inc.		Common Stock			4,499
		Goldcorp Inc.		Common Stock			3,480

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		Halliburton Co		Common Stock			23,382
		Hawaiian Electric Ind. Inc.		Common Stock			8,591
		Headwaters Inc.		Common Stock			1,204
		Hewlett Packard		Common Stock			10,272
		I Shares		S&P Trust Fund			165,405
		I Shares		DJ Select Dividend Index Fund			57,103
		I Shares		DJ U.S. Consumer Cycl SEC Fund			3,109
		I Shares		Goldman Sachs Nat Res Ind Fund			60,275
		I Shares		Silver Trust			77,656
		I Shares		S&P Global 100			6,534
		I Shares		S&P Gloal Finl Sector			8,759
		I Shares		S&P Global Utilities			18,526
		I Shares		TR			10,249
		Icon Funds		Icon Healthcare Fund			52,952
		Integral Technologies Inc.		Common Stock			6,555
		Intel Corp.		Common Stock			5,352
		Intermec Inc		Common Stock			1,030
		Interplay Entertainment		Common Stock			80
		Intl Speedway		Common Stock			7,420
		Invio Biomedical Corp.		Common Stock			1,335
		Ivanhoe Energy, Inc.		Common Stock			160
		Jacobs Engr Group Inc		Common Stock			981
		Janus Funds		Enterprise Fund			24,281
		Janus Funds		Mid Cap Value Fund			25,375
		Janus Funds		Orion Fund			13,276
		Janus Funds		Special Equity Fund			9,643
		Janus Funds		Overseas Fund			130,618
		Johnson & Johnson		Common Stock			5,593
		J.P. Morgan Chase & Co.		Common Stock			8,652
		Kaire Holdings Inc.		Common Stock			12
		Keryx Biopharmaceuticals		Common Stock			1,712
		Kinder Morgan Energy Partners LP		Common Stock			8,178
		Kinetics Paradigm Fund		Common Stock			20,286
		Kinross Gold Corp		Common Stock			5,631
		Koko Petroleum Inc.		Common Stock			60
		Kraft Foods		Common Stock			1,120
		Lennar Corp		Common Stock			875
		Lowes Companies		Common Stock			6,798
		Managers Intermediate Duration Govt		Fund			52,325
		Manhattan Pharmaceuticals		Common Stock			468
		Manitowoc Inc		Common Stock			11,536
		Mannkind Corp		Common Stock			3,204
		Market Vectors Etf Tr		Exchange Traded Funds			9,107
		Marriott International Inc Class A		Common Stock			1,706
		Marsico 21st Century Fund		Large Growth Fund			9,606
		Matrix Advisors Value		Common Stock			47,654

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		Maxwell Technologies Inc		Common Stock			1,792
		McDermott Intl		Common Stock			13,671
		MEMC Electronic Materials		Common Stock			8,963
		Merck & Co.		Common Stock			7,045
		MGRS Fremont Micro Cap MGRS Fd		Common Stock			10,229
		Miramar Mining Corp.		Common Stock			23,643
		Mobility Electronics		Common Stock			19,199
		Nabors Industries Ltd.		Common Stock			2,761
		Nanoforce Inc.		Common Stock			6
		Nastech Pharmaceutical Co.		Common Stock			794
		Neomedia Technologies		Common Stock			119
		Neuberger Berman Real Estate Fund		Real Estate Fund			16,379
		Newcastle Investment Corp.		Common Stock			2,459
		Nokia Corp.		Common Stock			9,685
		Oakmark Funds		Oakmark Equity and Income Fund (I)			32,632
		Oakmark Funds		Oakmark Fund			13,522
		Oakmark Funds		Oakmark International Fund (Class I)			11,936
		Oakmark Funds		Oakmark Global Fund			58,449
		Oneok Partners LP		Common Stock			9,300
		Oracle Systems		Common Stock			6,891
		Palomar Medical Tech		Common Stock			31,920
		Paychex Inc.		Common Stock			5,489
		Pentair Inc		Common Stock			1,052
		Petrohawk Energy Corp.		Common Stock			4,712
		Photoworks, Inc.		Common Stock			23
		PIMCO Funds		PIMCO Total Return Fund			8,990
		PNC Financial Services Group		Common Stock			1,838
		Powershares Global Water Portfolio		Exchange Traded Funds			13,026
		Purchase Pro.com		Common Stock			2
		Qualcomm Inc.		Common Stock			9,893
		Rayonier Inc		Common Stock			24,554
		Reliant Energy, Inc.		Common Stock			78,510
		Renovo Holdings, Inc.		Common Stock			1
		Reserve Primary Fund		Primary Fund			1,332,192
		Royce Total Return Fund		Common Stock			7,104
		RS Partners Growth Fund		Common Stock			4,345
		RVS Diversified Equity Income R4		Mutual Fund			9,149
		RVS Strategic Allocation Class R4		Mutual Fund			32,500
		Sasol LTD ADR		Common Stock			16,635
		Schering-Plough		Common Stock			5,388
		Schlumberger LTD		Common Stock			19,760
		Shaw Group Inc.		Common Stock			6,136
		Silver Star Energy		Common Stock			16
		Sirius Satellite Radio Inc.		Common Stock			1,836
		Sound Shore Fund		Common Stock			7,113
		Spectra Energy Corp		Common Stock			6,495

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		SSGA International Stk Selection FD		Mutual Fund			58,747
		Streettracks Gold Trust		Exchange Traded Funds			80,344
		Sun Microsystems		Common Stock			455
		Sysco Corp.		Common Stock			7,466
		T. Rowe Price Funds		Capital Appreciation Fund			123,060
		T. Rowe Price Funds		Dividend Growth Fund			5,495
		T. Rowe Price Funds		Growth Stock Fund			81,820
		T. Rowe Price Funds		Media & Telecomm Fund			20,408
		T. Rowe Price Funds		Health Sciences Fund			25,312
		T. Rowe Price Funds		New Asia Fund			62,511
		T. Rowe Price Funds		New Era Fund			178,543
		TCW Equities-N		Large Blend Fund			19,921
		TEJON Ranch Co		Common Stock			4,097
		The Muhlenkamp Fund		Mutual Fund			9,291
		Third Avenue		International Value Fund			13,368
		Third Avenue		Real Estate Value Fund			6,180
		Thompson Plumb and Associates		Growth Fund			5,362
		3M Company		Common Stock			14,976
		Time Warner Inc.		Common Stock			1,665
		Transocean Inc.		Common Stock			10,075
		TVIA Inc.		Common Stock			102
		Under Armoir Inc		Common Stock			46,706
		Unigene Labs Inc.		Common Stock			8,316
		US Bancorp		Common Stock			12,724
		Valeant Pharmaceuticals Intl.		Common Stock			1,194
		Vanguard Funds		International Growth Fund			27,986
		Vanguard Funds		International Value Fund			27,135
		Vanguard Funds		Target Ret 2015			160,612
		Vanguard Funds		Wellesley Income Fund			23,263
		Vanguard Funds		Windsor II Fund			30,881
		Vecima Networks Inc		Common Stock			8
		Viacom Inc. Class B		Common Stock			259,169
		Vioquest Pharmaceuticals		Common Stock			6
		Walgreen Co		Common Stock			7,724
		Wasatch Heritage Growth Fund		Growth Fund			10,395
		White Mountains Insurance Group		Common Stock			5,592
		Whole Food Market Inc		Common Stock			1,040
		Windstream Corp		Common Stock			38,490
		Wisdomtree Intl DVD TOP 100		International Fund			33,716
		Wisdomtree Intl & Sector Fund		International Fund			21,559
		Yahoo Inc		Common Stock			23,442
		Stock Funds and Self-Directed Accounts Total					14,387,053

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		Institutional Enhanced Index Fixed
		Income Fund		Common Collective Trust			89,577,909
		Wrapper Contract		Wrapper Contract			—
		Stable Value Fund Total					89,577,909
		3M CO COM		Common Stock			166,351
		ABBOTT LABS COM		Common Stock			127,680
		ABERCROMBIE & FITCH CO CL A		Common Stock			5,199
		ABITIBIBOWATER INC COM		Common Stock			2,765
		ABM INDS INC COM		Common Stock			4,212
		ABX HOLDINGS INC COM		Common Stock			2,600
		ACCO BRANDS CORP COM		Common Stock			3,324
		ACTIVISION INC NEW COM NEW		Common Stock			6,615
		ACUITY BRANDS INC		Common Stock			5,279
		ADOBE SYS INC COM		Common Stock			5,581
		ADVANCE AUTO PARTS COM		Common Stock			13,169
		ADVANCED MEDICAL OPTICS COM		Common Stock			2,558
		ADVANCED MICRO DEVICES INC COM		Common Stock			5,153
		AES CORP COM		Common Stock			22,743
		AETNA INC COM		Common Stock			64,004
		AFFILIATED COMPUTER SVCS INC CL		Common Stock			8,080
		AFLAC INC COM		Common Stock			75,238
		AGCO CORP COM		Common Stock			24,667
		AGILENT TECHNOLOGIES INC COM		Common Stock			19,420
		AGL RES INC COM		Common Stock			12,611
		AIR PRODUCTS & CHEMICALS INC COM		Common Stock			37,496
		AIRGAS INC COM		Common Stock			5,393
		AK STEEL HLDG CORP COM		Common Stock			13,656
		ALASKA AIR GRP INC COM		Common Stock			6,097
		ALBEMARLE CORP COM		Common Stock			7,660
		ALBERTO-CULVER CO COM		Common Stock			10,357
		ALCOA INC COM		Common Stock			89,902
		ALEXANDER & BALDWIN INC COM		Common Stock			5,620
		ALFA CORP COM		Common Stock			5,924
		ALLEGHANY CORP DEL COM		Common Stock			8,822
		ALLEGHENY ENERGY INC COM		Common Stock			12,200
		ALLEGHENY TECHNOLOGIES INC COM		Common Stock			8,680
		ALLETE INC COM		Common Stock			3,772
		ALLIANCE DATA SYSTEMS CORP		Common Stock			8,546
		ALLIANT ENERGY CORP COM		Common Stock			22,071
		ALLIANT TECHSYSTEMS INC COM		Common Stock			12,379
		ALLIED CAP CORP NEW COM		Common Stock			5,414
		ALLIED WASTE INDS INC COM		Common Stock			30,833
		ALLSTATE CORP COM		Common Stock			144,775
		ALON USA ENERGY INC		Common Stock			3,525
		ALTERA CORP COM		Common Stock			7,975
		ALTRIA GROUP INC COM		Common Stock			695,110
		AMAZON COM INC COM		Common Stock			27,863
		AMBAC FINL GRP INC COM		Common Stock			3,592
		AMERCO COM		Common Stock			8,711

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		AMEREN CORP COM		Common Stock			39,026
		AMERICAN AXLE & MFG HLDGS INC		Common Stock			6,124
		AMERICAN CAPITAL STRATEGIES LTD		Common Stock			5,576
		AMERICAN EAGLE OUTFITTERS INC		Common Stock			3,329
		AMERICAN ELEC PWR CO INC COM		Common Stock			92,072
		AMERICAN EXPRESS COMPANY COM		Common Stock			107,018
		AMERICAN FINL GRP INC OHIO COM		Common Stock			14,381
		AMERICAN GREETINGS CORP CL A COM		Common Stock			3,729
		AMERICAN HOME MORTGAGE INVES		Common Stock			3
		AMERICAN INTL GRP INC COM		Common Stock			399,149
		AMERIPRISE FINANCIAL INC COM		Common Stock			37,258
		AMERISOURCEBERGEN CORP COM		Common Stock			77,942
		AMGEN INC COM		Common Stock			51,390
		AMR CORP DEL COM		Common Stock			19,726
		ANADARKO PETROLEUM CORP COM		Common Stock			21,363
		ANALOG DEVICES INC COM		Common Stock			11,614
		ANHEUSER BUSCH COS INC COM		Common Stock			66,591
		ANIXTER INTL INC COM		Common Stock			4,546
		ANNALY MTG MGMT INC COM		Common Stock			5,526
		ANNTAYLOR HLDGS INC COM		Common Stock			5,103
		AON CORP COM		Common Stock			52,763
		APACHE CORP COM		Common Stock			51,514
		APARTMENT INVT & MGMT CO CL A		Common Stock			3,670
		APOLLO GRP INC CL A		Common Stock			16,945
		APOLLO INVT CORP COM		Common Stock			3,984
		APPLE INC COM		Common Stock			114,503
		APPLIED INDL TECHNOLOGIES INC		Common Stock			4,691
		APPLIED MATERIALS INC COM		Common Stock			35,526
		APRIA HLTHCARE GRP INC COM		Common Stock			2,851
		ARCH COAL INC COM		Common Stock			5,143
		ARCHER DANIELS MIDLAND CO COM		Common Stock			68,375
		ARROW ELECTRS INC COM		Common Stock			26,507
		ARTHUR J. GALLAGHER & CO COM		Common Stock			8,467
		ARVINMERITOR INC COM		Common Stock			9,428
		ASBURY AUTOMOTIVE GROUP		Common Stock			4,932
		ASHLAND INC		Common Stock			24,864
		ASSOCIATED BANC CORP COM		Common Stock			13,971
		ASSURANT INC COM		Common Stock			29,598
		ASTORIA FINL CORP COM		Common Stock			10,045
		AT&T INC COM		Common Stock			166,280
		ATMOS ENERGY CORP COM		Common Stock			8,514
		AUTODESK INC COM		Common Stock			6,886
		AUTOLIV INC COM		Common Stock			20,096
		AUTOMATIC DATA PROCESSING INC		Common Stock			55,932
		AUTONATION INC DEL COM		Common Stock			39,201
		AUTOZONE INC COM		Common Stock			20,442
		AVALONBAY CMNTYS INC COM		Common Stock			13,645
		AVERY DENNISON CORP COM		Common Stock			14,741
		AVIS BUDGET GROUP INC		Common Stock			3,029
		AVISTA CORP COM		Common Stock			6,557
		AVNET INC COM		Common Stock			11,707

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		AVON PRODS INC COM		Common Stock			32,432
		AVX CORP NEW COM		Common Stock			5,744
		BAKER HUGHES INC COM		Common Stock			23,624
		BALL CORP COM		Common Stock			7,468
		BANCORPSOUTH INC COM		Common Stock			7,522
		BANK OF AMERICA CORP COM		Common Stock			776,708
		BANK OF HAWAII CORP		Common Stock			7,974
		BANK OF NEW YORK MELLON CORP COM		Common Stock			149,574
		BARNES & NOBLE INC COM		Common Stock			9,123
		BARNES GRP INC		Common Stock			6,095
		BAXTER INTL INC COM		Common Stock			62,190
		BB&T CORP COM		Common Stock			72,634
		BEA SYS INC COM		Common Stock			9,643
		BEAR STEARNS COMPANIES INC COM		Common Stock			10,307
		BEAZER HOMES USA INC COM		Common Stock			1,130
		BECTON DICKINSON & CO COM		Common Stock			25,145
		BED BATH & BEYOND INC COM		Common Stock			10,742
		BELDEN INC COM		Common Stock			3,600
		BELL MICROPRODUCTS INC COM		Common Stock			4,589
		BELO CORP COM SER A		Common Stock			6,086
		BEMIS CO INC COM		Common Stock			7,141
		BENCHMARK ELECTRONICS INC COM		Common Stock			4,422
		BERKLEY W R CORP COM		Common Stock			17,576
		BERKSHIRE HATHAWAY INC DEL CL A		Common Stock			564,400
		BEST BUY INC COM		Common Stock			70,435
		BIG LOTS INC		Common Stock			2,760
		BIO RAD LABS INC CL A		Common Stock			8,217
		BIOGEN IDEC INC		Common Stock			18,972
		BJ SVCS CO COM		Common Stock			6,662
		BJS WHSL CLUB INC COM		Common Stock			16,338
		BLACK & DECKER CORP COM		Common Stock			15,012
		BLACK HILLS CORP COM		Common Stock			7,676
		BLACKBAUD INC		Common Stock			13,281
		BLACKROCK INC COM		Common Stock			42,993
		BLOCK H & R INC COM		Common Stock			22,178
		BLOCKBUSTER INC CL-A COM		Common Stock			4,990
		BLUELINX HOLDINGS INC		Common Stock			1,916
		BLYTH INC COM		Common Stock			4,112
		BMC SOFTWARE INC COM		Common Stock			6,970
		BOEING CO COM		Common Stock			151,437
		BOK FINANCIAL CORP COM (NEW)		Common Stock			8,436
		BORDERS GRP INC COM		Common Stock			3,581
		BORG WARNER INC COM		Common Stock			11,923
		BOSTON PPTYS INC COM		Common Stock			11,319
		BOSTON SCIENTIFIC CORP COM		Common Stock			15,060
		BRIGGS & STRATTON CORP COM		Common Stock			4,910
		BRIGHTPOINT INC COM		Common Stock			4,922
		BRINKER INTL INC COM		Common Stock			3,628
		BRINKS CO/THE		Common Stock			6,597
		BRISTOL-MYERS SQUIBB CO COM		Common Stock			211,872
		BROADCOM CORP COM		Common Stock			13,288

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		BROWN & BROWN INC COM		Common Stock			3,835
		BROWN-FORMAN CORP CL B COM		Common Stock			13,314
		BRUNSWICK CORP COM		Common Stock			8,757
		BURGER KING HOLDINGS INC		Common Stock			12,427
		BURLINGTON NORTHERN SANTA FE COM		Common Stock			78,469
		C H ROBINSON WORLDWIDE INC COM		Common Stock			11,938
		C R BARD INC COM		Common Stock			13,022
		CA INC COM		Common Stock			15,589
		CABELAS INC-CL A		Common Stock			3,582
		CABOT CORP COM		Common Stock			5,159
		CADENCE DESIGN SYS INC COM		Common Stock			6,931
		CAMERON INTERNATIONAL CORP		Common Stock			18,191
		CAMPBELL SOUP CO COM		Common Stock			26,315
		CAPITAL ONE FINANCIAL CORP COM		Common Stock			57,328
		CARDINAL HLTH INC COM		Common Stock			105,402
		CAREER ED CORP COM		Common Stock			7,304
		CARLISLE COS INC COM		Common Stock			3,875
		CARMAX INC COM		Common Stock			3,820
		CARPENTER TECHNOLOGY CORP COM		Common Stock			7,065
		CATERPILLAR INC COM		Common Stock			74,770
		CATHAY BANCORP INC COM		Common Stock			3,510
		CB RICHARD ELLIS GROUP INC-A		Common Stock			6,365
		CBS CORP COM		Common Stock			79,208
		CELANESE CORP COM		Common Stock			17,320
		CELERA GROUP COM APPLIED		Common Stock			10,447
		CENTERPOINT ENERGY INC		Common Stock			27,498
		CENTEX CORP COM		Common Stock			13,559
		CENTRAL GARDEN & PET CO CL A COM		Common Stock			1,925
		CENTURYTEL INC COM		Common Stock			11,396
		CF INDUSTRIES HOLDINGS INC		Common Stock			11,983
		CHARMING SHOPPES COM		Common Stock			1,969
		CHEMTURA CORP		Common Stock			7,194
		CHESAPEAKE ENERGY CORP COM		Common Stock			8,380
		CHEVRON CORP COM		Common Stock			798,911
		CHITTENDEN CORP COM		Common Stock			5,862
		CHOICEPOINT INC COM		Common Stock			5,991
		CHUBB CORP COM		Common Stock			81,636
		CIGNA CORP COM		Common Stock			54,382
		CIMAREX ENERGY CO-W/I		Common Stock			5,750
		CINCINNATI BELL INC COM		Common Stock			4,273
		CINCINNATI FINL CORP COM		Common Stock			31,949
		CINTAS CORP COM		Common Stock			5,879
		CIRCUIT CITY STORES INC COM EXP		Common Stock			4,748
		CISCO SYSTEMS INC COM		Common Stock			90,259
		CIT GROUP HLDGS COM		Common Stock			5,913
		CITADEL BROADCASTING CORP		Common Stock			397
		CITIGROUP INC COM		Common Stock			352,622
		CITIZENS COMMUNICATIONS CO COM		Common Stock			12,445
		CITIZENS REPUBLIC BANCORP INC		Common Stock			3,836
		CITRIX SYS INC COM		Common Stock			5,988
		CITY NATL CORP COM		Common Stock			8,629

WESCO Distribution, Inc.
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN 25-1723345, Plan Number 001

December 29, 2007		Schedule H, line 4i

				(c)
		(b)		Description of Investment
		Identity of Issue,		Including Maturity Date,		(d)
		Borrower, Lessor or		Rate of Interest, Collateral,		Current
(a)		Similar Party		Par, or Maturity Value		Value
		CLEAR CHANNEL COMMUNICATIONS INC		Common Stock			24,980
		CLEAR CHANNEL OUTDOOR-CL A		Common Stock			5,226
		CLECO CORP NEW COM		Common Stock			6,655
		CLOROX CO COM		Common Stock			27,605
		CME GROUP INC COM		Common Stock			6,825
		CMS ENERGY CORP COM		Common Stock			17,763
		CNA FINL CORP COM		Common Stock			32,665
		CNX GAS CORP		Common Stock			5,102
		COACH INC COM		Common Stock			4,022
		COCA COLA ENTERPRISES INC COM		Common Stock			67,932
		COCA-COLA CO COM		Common Stock			225,168
		COLGATE-PALMOLIVE CO COM		Common Stock			80,551
		COLLECTIVE BRANDS INC COM		Common Stock			4,715
		COLONIAL BANCGROUP INC COM		Common Stock			6,224
		COMCAST HLDGS INC CL A		Common Stock			105,634
		COMERICA INC COM		Common Stock			32,789
		COMMERCE BANCORP INC NJ COM		Common Stock			17,296
		COMMERCE BANCSHARES INC COM		Common Stock			10,213
		COMMERCE GRP INC MASS COM		Common Stock			11,618
		COMMERCIAL METALS CO COM		Common Stock			7,425
		COMMSCOPE INC COM		Common Stock			702
		COMMUNITY HEALTH SYS INC NEW COM		Common Stock			5,656
		COMPUTER SCIENCES CORP COM		Common Stock			44,956
		COMPUWARE CORP COM		Common Stock			6,243
		COMVERSE TECHNOLOGY INC COM PAR		Common Stock			3,812
		CON-WAY INC COM		Common Stock			9,288
		CONAGRA FOODS INC COM		Common Stock			73,396
		CONOCOPHILLIPS COM		Common Stock			373,722
		CONSECO INC COM		Common Stock			14,628
		CONSOL ENERGY INC COM		Common Stock			19,447
		CONSOLIDATED EDISON INC COM		Common Stock			69,872
		CONSTELLATION BRANDS INC CL A		Common Stock			13,481
		CONSTELLATION ENERGY GROUP INC		Common Stock			60,376
		CONTINENTAL AIRLINES INC CL B		Common Stock			12,328
		CONVERGYS CORP COM		Common Stock			5,959
		COOPER TIRE & RUBBER CO COM		Common Stock			4,770
		CORE MARK HOLDING CO INC COM		Common Stock			6,943
		CORN PRODS INTL INC COM		Common Stock			4,556
		CORNING INC COM		Common Stock			20,156
		CORUS BANKSHARES INC COM		Common Stock			3,598
		COSTCO WHOLESALE CORP COM		Common Stock			133,137
		COUNTRYWIDE FINANCIAL CORP COM		Common Stock			12,863
		COUSINS PPTYS INC COM		Common Stock			5,397
		COVANCE INC COM		Common Stock			6,633
		COVENTRY HLTH CARE INC COM		Common Stock			24,917
		CRANE CO COM		Common Stock			7,154
		CROWN HOLDINGS INC		Common Stock			20,720
		CSK AUTO CORP COM		Common Stock			1,212
		CSX CORP COM		Common Stock			54,009
		CULLEN FROST BANKERS INC COM		Common Stock			8,889
		CUMMINS INC COM		Common Stock			36,574