The net worth of America's wealthiest has risen more than 10% in the
magazine's annual tally. Where'd it all come from? Oil, gambling, real
estate and pizza.

By Forbes

For the third consecutive year, the rich got richer. In this, the 24th
annual edition of The Forbes 400, the collective net worth of the
nation's wealthiest climbed $125 billion, to $1.13 trillion. All but 26 people
on our roster are billionaires.

Surging real estate and oil prices drove up several fortunes and helped
pave the way for 33 new members (and nine retreads). Gulf Coast oilman Tracy
Krohn landed on the list after taking his W&T Offshore drilling
operation public in January. Developers Jorge Perez and Steven Roth are two of
the six real estate tycoons added to the list. Another newcomer: James Leprino,
who built a $1.3 billion fortune supplying cheese to pizza joints Little
Caesars and Papa John's.

The year's biggest gainer was casino mogul Sheldon Adelson, whose net
worth jumped $8.5 billion on a big bet he's making on the peninsula of Macau,
China. Gambling is also the source of wealth for Ruth Parasol and
Russell DeLeon, a husband-and-wife team who run their online casino,
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For every arrival, there is an exit. Eight members of last year's list
died, including Wal-Mart heir John Walton, in a plane crash in June. He is
replaced by his wife, Christy. Thirty-three fortunes simply couldn't
keep pace with the rising minimum needed to get on the list, which this year
was $900 million, a $150 million jump from 2004. Among the notables on whom
the curtain descended: DreamWorks cofounder Jeffrey Katzenberg.

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No. 1 William Gates

Net worth: $51.0 billion (up)
Source: Software, Microsoft
Self-made
Age: 49
Marital status: married, three children
Hometown: Medina, Wash.
Education: Harvard University, dropout
Microsoft's chief visionary moving further away from day-to-day
corporate work. For the first time, did not offer a strategy outlook at this
year's financial analyst meeting. Instead, prefers to dive into innovative
projects, foster collaboration among Microsoft's many divisions.
Microsoft aims to be omnipotent, selling software for PCs, servers, cell phones,
television set-top boxes, gaming consoles, the Web. Fifteen product
launches slated for the next year and a half, including new version of Windows,
called Vista, and gaming console Xbox 360. At the ripe (tech sector)
age of 30, Gates' company impressively beats rivals in profit margins, market
capitalization and R&D budget, but its sales growth is slowing to a
(recently) single-digit percentage pace. Like elder statesman of
computing, IBM, has been investing heavily in its own stock ($8 billion worth so
far). Diversifies methodically, selling 20 million shares every quarter,
reinvesting through Cascade Investment. Big stakes in Canadian National
Railway, Republic Services, Berkshire Hathaway. Philanthropy, via $29
billion Bill & Melinda Gates Foundation, aimed at fighting infectious
disease (hepatitis B, AIDS, malaria) and improving high schools. Gates
profile

No. 2 Warren Buffett

Net worth $40.0 billion (down)
Source: Investments, Berkshire Hathaway
Self-made
Age: 75
Marital status: widowed, three children
Hometown: Omaha, Neb.
Education: University of Nebraska Lincoln, Bachelor of Arts / Science;
Columbia University, Master of Science

Revered investor taking it on the chin over Berkshire Hathaway's
General Re insurance unit; SEC threatening civil fraud suit against General Re
Chief Joseph Brandon over questionable transaction with American
International Group. Also getting it for his board seat at Coca-Cola, where his
"independence" might be compromised by Berkshire's ownership of Dairy
Queen, which buys lots of Coke products. Buffett: "Do they want us to favor
Pepsi?" At Berkshire set in place two governance reforms: regular meetings of
directors without Buffett present; whistleblower line for employees.
Sitting on $43 billion in cash, hoped to make some big acquisitions last year,
"but I struck out." Instead, invested in foreign currencies: $21 billion bet
against the dollar and in favor of various other currencies. "In no way
does our thinking about currencies rest on doubts about America." Newspaper
delivery boy filed first 1040 at age 13; claimed $35 deduction for
bicycle. Studied under Benjamin Graham at Columbia. Applied value-investing
principles to build Berkshire Hathaway. Portfolio includes utilities
(MidAmerican Energy Holdings), insurance (Geico, General Re), apparel
(Fruit of the Loom), flight services (FlightSafety, NetJets). Also chunks of
American Express, Coca-Cola, Gillette, Wells Fargo. Instructs managers
to run a business as if it's the only asset the manager's family will own
over the next 100 years. Prefers his investors to buy equities only after
careful analysis. "If they insist on trying to time their participation in
equities, they should try to be fearful when others are greedy and greedy only
when others are fearful." Says he underestimated the severity of certain
stocks' overvaluation during the tech bubble. "I talked when I should have
walked." No matter. Since taking control of Berkshire 40 years ago, has
delivered compound annual return of 22%. "No wonder we tap-dance to work."
Buffett profile

No. 3 Paul Allen

Net worth $22.5 billion (up)
Source: Software, Microsoft, investments
Self-made
Age: 52
Marital status: single
Hometown: Seattle, Wash.
Education: Washington State University, dropout
Microsoft cofounder, "wired world" proponent lately finding more
promise in pipes delivering oil instead of information. Bought energy outfit
Plains Resources for $460 million, controlling stake in Plains All American
Pipeline, operator of 15,000 miles of oil pipelines. Through Vulcan
Energy unit, paid $250 million for natural gas storage business from Sempra
Energy. Hasn't given up entirely on the future. Still maintains dozens of
investments in media (Charter Communications), technology (set-top box
manufacturer Digeo), biotech. Ten-year-old investment in wannabe
Hollywood studio DreamWorks finally showing some returns after company took its
animation unit public but planned secondary offering of mostly Allen
shares postponed for now. Good times elsewhere in sports (owns pro football's
Seattle Seahawks, basketball's Portland Trail Blazers), space (funded
SpaceShipOne, first to launch private flight into suborbital space),
the open seas (413-foot yacht Octopus armed with 2 helicopters and a
60-foot submarine). His Paul G. Allen Family Foundation has donated heavily to
education, art and science causes. Joined buddy Bill Gates in 1975,
left the company in 1983 to fight Hodgkin's disease. Has been slowly selling off
Microsoft stake ever since. Allen profile

No. 4 Michael Dell

Net worth $18.0 billion (up)
Source: Technology, Dell
Self-made
Age: 40
Marital status: married, four children
Hometown: Austin, Texas
Education: University of Texas Austin, dropout
Founder, former chief executive of world's largest PC maker feeling
tremors at the top. Second-quarter revenue up 15% to $13.5 billion, still
missed analyst expectations. Stock sank 13%, biggest dip in almost 4 years.
Soft-spoken Texan started selling computers from University of Texas
dorm room 1984; dropped out to start Dell Computer. Went public in 1988,
grew fast with direct-sales model, kept R&D costs low. Ironfisted chief info
officer Randall Mott led charge to trim spending; swiped by rival HP in
July. Steady seller of Dell stock, pumps cash into private investment
firm MSD Capital. Assets include 377-room Four Seasons Resort Maui in
Wailea, Hawaii; stakes in IHOP, NorthWestern, Indiana restaurant chain Steak n
Shake. Devoted Republican sits on U.S. President's Council of Advisors
on Science & Technology. Wife, Susan, created fashion label Phi, sells
through Neiman Marcus. Dell profile

No. 5 Lawrence Ellison

Net worth $17.0 billion (up)
Source: Software, Oracle
Self-made
Age: 61
Marital status: married, two children, three divorces
Hometown: Silicon Valley, Calif.
Education: University of Illinois, dropout
Brash software executive holds Darwinian view of his industry, believes
that fewer companies peddling software will be better for business. In the
past year made 9 acquisitions totaling some $17 billion, including a pending
$5.9 billion for Siebel Systems, $10.6 billion for PeopleSoft. "I don't
think you'll see another major acquisition anytime soon." Already strong in
database management software, the newly combined companies will make
Oracle the dominant player in customer relationship management applications.
Addition of boutique software shops I-flex and ProfitLogic will move
Oracle into retail and banking. For now expanded Oracle looking stronger:
sales up 16% this year. But so-called project Fusion, blending Oracle's database
technology with PeopleSoft's business wares, not expected until 2008.
Chicago native cofounded database software firm in 1977, took public in
1986, a day before Microsoft. Maintained rabid rivalry ever since. Also
competitive on the high seas: BMW Oracle Racing team aiming to win
America's Cup in 2007. Recently purchased a dozen residential and commercial
properties in Malibu, Calif. Might have to rethink furnishing plans in
light of pending $100 million charitable gift on behalf of Oracle to settle
insider trading suit. Ellison profile

No. 6 Christy Walton

Net worth $15.7 billion (new)
Source: Retailing, Wal-Mart inheritance
Inherited
Age: 50
Marital status: widowed, one child
Hometown: Jackson, Wyo.
Education:
Widow of John Walton, Wal-Mart heir who died when his ultralight
aircraft crashed in late June. Vietnam vet was director of company, focused on
improving education system, helped more than 67,000 children attend
private schools through Children's Scholarship Fund. Wal-Mart stake believed to
be inherited by wife, Christy, and son, Luke. Fortune created by Sam
Walton (d. 1992), J.C. Penney clerk who opened first discount store in Rogers,
Ark. 1962. Took Wal-Mart public 1970. Spectacular growth since, but stock
down 15% this year on shrinking profits. Wal-Mart still world's largest
retailer: more than 5,100 stores serving 138 million customers per week. Sales:
$285 billion. Family controls 40% of Wal-Mart. Rob serves as chairman; his
other siblings not active in company. Christy Walton profile

No. 6 Jim Walton

Net worth $15.7 billion (down)
Source: Retailing, Wal-Mart
Inherited
Age: 57
Marital status: married, four children
Hometown: Bentonville, Ark.
Education:
Son of Wal-Mart founder Sam Walton mourning loss of brother son, John,
who died when his ultralight aircraft crashed in late June. Fortune created
by Sam Walton (d. 1992), J.C. Penney clerk who opened first discount store
in Rogers, Ark. 1962. Took Wal-Mart public 1970. Spectacular growth since,
but stock down 15% this year on shrinking profits. Wal-Mart still world's
largest retailer: more than 5,100 stores serving 138 million customers
per week. Sales: $285 billion. Family controls 40% of Wal-Mart. Brother Rob
serves as chairman; other siblings not active in company. Philanthropic
giving through the Walton Family Foundation. Jim C. Walton profile

No. 8 S. Robson Walton

Net worth $15.6 billion (down)
Source: Retailing, Wal-Mart
Inherited
Age: 61
Marital status: divorced, three children, one divorce
Hometown: Bentonville, Ark.
Education: University of Arkansas, Bachelor of Arts / Science; Columbia
University, Doctor of Jurisprudence
Brother of John Walton, who died when his ultralight aircraft crashed
in late June. Fortune created by Sam Walton (d. 1992), J.C. Penney clerk
who opened first discount store in Rogers, Ark. 1962. Took Wal-Mart public
1970. Spectacular growth since, but stock down 15% this year on shrinking
profits. Wal-Mart still world's largest retailer: more than 5,100 stores serving
138 million customers per week. Sales: $285 billion. Family controls 40% of
Wal-Mart. Rob serves as chairman; other siblings not active in company.
Philanthropic giving through the Walton Family Foundation.Eldest son of
Sam Walton (d. 1992), legendary merchant who opened first discount store in
Rogers, Ark. in 1962. Took Wal-Mart public 1970; explosive growth.
Wal-Mart now world's largest retailer, with more than 5,000 stores. Serves as
Wal-Mart chairman. Retail giant now selling softer side after barrage
of criticism over poor worker benefits, strong-arming suppliers. Family
donates via Walton Family Foundation. S. Robson Walton profile

No. 9 Alice Walton

Net worth $15.5 billion (down)
Source: Retailing, Wal-Mart
Inherited
Age: 56
Marital status: divorced, two divorces
Hometown: Fort Worth, Texas
Education: Trinity University of San Antonio, Bachelor of Arts /
Science
Sister of John Walton, who died when his ultralight aircraft crashed in
late June. Fortune created by father Sam Walton (d. 1992), J.C. Penney clerk
who opened first discount store in Rogers, Ark. 1962. Took Wal-Mart public
1970. Spectacular growth since, but stock down 15% this year on shrinking
profits. Wal-Mart still world's largest retailer: more than 5,100 stores serving
138 million customers per week. Sales: $285 billion. Family controls 40% of
Wal-Mart. Brother Rob serves as chairman; other siblings not active in
company. Philanthropic giving through the Walton Family Foundation.
Alice L. Walton profile

No. 10 Helen Walton

Net worth $15.4 billion (down)
Source: Retailing, Wal-Mart
Inherited
Age: 86
Marital status: widowed, four children
Hometown: Bentonville, Ark.
Education: University of Oklahoma, Bachelor of Arts / Science
Mother of John Walton, who died when his ultralight aircraft crashed in
late June. Fortune created by husband Sam Walton (d. 1992), J.C. Penney
clerk who opened first discount store in Rogers, Ark. 1962. Took Wal-Mart public
1970. Spectacular growth since, but stock down 15% this year on shrinking
profits. Wal-Mart still world's largest retailer: more than 5,100 stores serving
138 million customers per week. Sales: $285 billion. Family controls 40% of
Wal-Mart. Son Rob serves as chairman; other children not active in
company. Philanthropic giving through the Walton Family Foundation. Helen R.
Walton profile