BOND FUND OF AMERICA INC
497, 1995-03-06
Previous: BETHLEHEM STEEL CORP /DE/, PRER14A, 1995-03-06
Next: BORDEN INC, S-3/A, 1995-03-06


 
 
 
<PAGE>
 
PROSPECTUS
 
THE BOND FUND
OF AMERICA(SM)
 
AN OPPORTUNITY FOR CURRENT INCOME
AND PRESERVATION OF CAPITAL THROUGH
A DIVERSIFIED PORTFOLIO OF BONDS 
 
[LOGO OF THE AMERICAN FUNDS GROUP(R)]
 
March 1, 1995
 
                         THE BOND FUND OF AMERICA, INC.
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
The fund seeks to provide as high a level of current income as is consistent
with the preservation of capital by investing primarily in bonds.
 
This prospectus presents information you should know before investing in the
funds. It should be retained for future reference.
 
You may obtain the statement of additional information dated March 1, 1995,
which contains the fund's financial statements, without charge, by writing to
the Secretary of the fund at the above address or telephoning 800/421-0180.
These requests will be honored within three business days of receipt.
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED, GUARANTEED,
OR ENDORSED BY, THE U.S. GOVERNMENT, ANY BANK, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY OR PERSON.
THE PURCHASE OF FUND SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
08-010-0395
 
<PAGE>
 
 
              TABLE OF CONTENTS
 
<TABLE>
  <S>                                    <C>
  Summary of Expenses..................      3
  Financial Highlights.................      4
  Investment Objective and Policies....      4
  Certain Securities and Investment
   Techniques..........................      6
  Investment Results...................     10
  Dividends, Distributions and Taxes...     10
  Fund Organization and Management.....     11
  The American Funds Shareholder Guide.  14-22
   Purchasing Shares...................     14
   Reducing Your Sales Charge..........     17
   Shareholder Services................     18
   Redeeming Shares....................     20
   Retirement Plans....................     22
</TABLE>
 
 
 
            IMPORTANT PHONE NUMBERS
 
 Shareholder Services........800/421-0180 ext. 1
 
 Dealer Services.............800/421-9900 ext. 11
 
 American FundsLine(R).......800/325-3590
 (24-hour information)
 
 
2
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
              SUMMARY    
          OF EXPENSES    
                       
 
 
       Average annual
 expenses paid over a 
 10-year period would 
     be approximately 
        $13 per year, 
    assuming a $1,000
  investment and a 5% 
       annual return.
 
This table is designed to help you understand costs of 
investing in the fund. These are historical expenses;  
your actual expenses may vary.                          
 
SHAREHOLDER TRANSACTION EXPENSES  
 
<TABLE>
<S>                                                  <C>
Maximum sales charge on purchases
  (as a percentage of offering price)............... 4.75%/1/
</TABLE>
 
The fund has no sales charge on reinvested dividends,
deferred sales charge,/2/ redemption fees or exchange
fees.
 
ANNUAL FUND OPERATING EXPENSES (as a percentage of
average net assets)
 
<TABLE>
<S>                                                  <C>
Management fees....................................  0.37%
12b-1 expenses.....................................  0.22%/3/
Other expenses (including audit, legal, shareholder
 services, transfer agent and custodian expenses)..  0.10%
Total fund operating expenses......................  0.69%
</TABLE>
 
<TABLE>
<CAPTION>
EXAMPLE                           1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                           ------ ------- ------- --------
<S>                               <C>    <C>     <C>     <C>
You would pay the following
cumulative expenses on a $1,000
investment, assuming a 5% annual   
return./4/                         $54     $69     $84     $129 
</TABLE>
 
/1/ Sales charges are reduced for certain large
    purchases. (See "The American Funds Shareholder
    Guide: Purchasing Shares--Sales Charges.")
 
/2/ Any defined contribution plan qualified under Section
    401(a) of the Internal Revenue Code including a
    "401(k)" plan with 200 or more eligible employees or
    any other purchaser investing at least $1 million in
    shares of the fund (or in combination with shares of
    other funds in The American Funds Group other than
    the money market funds) may purchase shares at net
    asset value; however, a contingent deferred sales
    charge of 1% applies on certain redemptions within 12
    months following such purchases. (See "The American
    Funds Shareholder Guide: Redeeming Shares--Contingent
    Deferred Sales Charge.")
/3/ These expenses may not exceed 0.25% of the fund's
    average net assets annually. (See "Fund Organization
    and Management--Plan of Distribution.") Due to these
    distribution expenses, long-term shareholders may pay
    more than the economic equivalent of the maximum
    front-end sales charge permitted by the National
    Association of Securities Dealers.
 
/4/ Use of this assumed 5% return is required by the
    Securities and Exchange Commission; it is not an
    illustration of past or future investment results.
    THIS EXAMPLE SHOULD NOT BE CONSIDERED A
    REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
    EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
 
                                                                              3
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Deloitte
         HIGHLIGHTS    & Touche LLP, independent accountants, whose unquali-
       (For a share    fied report covering each of the most recent five years
        outstanding    is included in the statement of additional information.
     throughout the    This information should be read in conjunction with the
       fiscal year)    financial statements and accompanying notes which are
                       included in the statement of additional information.
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31
                             ----------------------------------------------------------------------------------
                              1994     1993    1992    1991    1990    1989    1988    1987       1986    1985
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
  <S>                        <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>        <C>     <C>    
  Net Asset Value, Begin-
   ning of Year...........   $14.45   $13.99  $13.70  $12.39  $13.23  $13.24  $13.14  $14.21     $14.01  $12.34
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
   Net investment income..     1.05     1.09    1.15    1.21    1.24    1.31    1.28    1.28       1.38    1.44
   Net realized and
    unrealized gain (loss)
    on investments........    (1.76)     .84     .34    1.28    (.84)   (.02)    .08   (1.02)       .66    1.67
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
    Total from investment
     operations...........    (0.71)    1.93    1.49    2.49     .40    1.29    1.36     .26       2.04    3.11
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
   LESS DISTRIBUTIONS
   Dividends from net in-
    vestment income.......    (1.05)   (1.08)  (1.16)  (1.18)  (1.24)  (1.30)  (1.26)  (1.23)     (1.44)  (1.44)
   Distributions from net
    realized gains........      --      (.39)   (.04)    --      --      --      --     (.10)/1/   (.40)    --
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
    Total distributions...    (1.05)  ( 1.47)  (1.20)  (1.18)  (1.24)  (1.30)  (1.26)  (1.33)     (1.84)  (1.44)
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
  Net Asset Value, End of
   Year...................   $12.69   $14.45  $13.99  $13.70  $12.39  $13.23  $13.24  $13.14     $14.21  $14.01
                             ======   ======  ======  ======  ======  ======  ======  ======     ======  ======
  Total Return/2/             (5.02)%  14.14%  11.34%  21.04%   3.27%  10.13%  10.70%   1.96%     15.17%  26.61%
  RATIOS/SUPPLEMENTAL
   DATA:
   Net assets, end of year
    (in millions).........   $4,941   $5,285  $3,917  $2,859  $1,945  $1,481  $1,021  $  825     $  694  $  451
   Ratio of expenses to
    average net assets....      .69%     .71%    .73%    .77%    .76%    .76%    .66%    .59%       .58%    .61%
   Ratio of net income to
    average net assets....     7.77%    7.53%   8.36%   9.28%   9.70%   9.73%   9.54%   9.45%      9.39%  10.80%
   Portfolio turnover
    rate..................     57.0%    44.7%   49.7%   56.5%   59.9%   64.2%   93.0%   93.0%     107.8%  142.3%
</TABLE>
- --------
 /1/ Represents only net short-term realized gains.
 /2/ This was calculated without deducting a sales charge. The maximum sales
     charge is 4.75% of the fund's offering price.
 
 
         INVESTMENT    The fund's investment objective is to provide as high a
          OBJECTIVE    level of current income as is consistent with the pres-
       AND POLICIES    ervation of capital. The fund invests substantially all
                       of its assets in marketable corporate debt securities,
 The fund's goal is    U.S. Government securities, mortgage-related securi-
     to provide you    ties, other asset-backed securities and cash or money
  with high current    market instruments. Normally, at least 65% of the
          incomeand    fund's assets will be invested in bonds. (For this pur-
     conservationof    pose, bonds are considered any debt securities having
           capital.    initial maturities in excess of one year.)
 
                       At least 60% of the value of the fund's assets, mea-
                       sured at the time of any purchase, must be invested in
                       the following categories:
 
                       . marketable corporate debt securities such as bonds
                         rated at the time of purchase within the three
                         highest investment grade ratings (A or better)
                         assigned by Moody's Investors Service, Inc. or
                         Standard & Poor's Corporation (all ratings discussed
                         below refer to those assigned by these two rating
                         agencies) or, if not rated by either of these rating
                         agencies, determined by the fund's investment
                         adviser, Capital Research and Management Company, as
                         being of investment quality equivalent to securities
                         rated A or better;
 
4
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       . U.S. Government securities including (1) direct
                         obligations of the U.S. Treasury (such as Treasury
                         bills, notes and bonds), (2) obligations guaranteed
                         as to principal and interest by the U.S. Treasury
                         such as Government National Mortgage Association
                         certificates (described below) and Federal Housing
                         Administration debentures, and (3) securities issued
                         by U.S. Government instrumentalities and certain
                         federal agencies that are neither direct obligations
                         of, nor guaranteed by, the Treasury;
 
                       . mortgage-related securities rated A or better or
                         unrated securities that are determined to be of
                         equivalent quality of (1) governmental issuers,
                         including Government National Mortgage Association
                         certificates, which are securities representing part
                         ownership of a pool of mortgage loans on which timely
                         payment of interest and principal is guaranteed by
                         the U.S. Government, and securities issued and
                         guaranteed as to the payment of interest and
                         principal by the Federal National Mortgage
                         Association or the Federal Home Loan Mortgage
                         Corporation (but not backed by the U.S. Government);
                         (2) private issuers, including mortgage pass-through
                         certificates or mortgage-backed bonds; and (3) the
                         governmental issuers mentioned above or private
                         issuers, including collateralized mortgage
                         obligations and real estate mortgage investment
                         conduits which are issued in portions or tranches
                         with varying maturities and characteristics; some
                         tranches may only receive the interest paid on the
                         underlying mortgages (IOs) and others may only
                         receive the principal payments (POs); the values of
                         IOs and POs are extremely sensitive to interest rate
                         fluctuations and prepayment rates, and IOs are also
                         subject to the risk of early prepayment of the
                         underlying mortgages which will substantially reduce
                         or eliminate interest payments (see the statement of
                         additional information for more about these
                         securities);
 
                       . other asset-backed securities rated A or better or
                         unrated securities that are determined to be of
                         equivalent quality (unrelated to mortgage loans) such
                         as securities whose assets consist of a pool of motor
                         vehicle retail installment sales contracts and
                         security interests in the vehicles securing the
                         contracts or a pool of credit card loan receivables
                         (see the statement of additional information for more
                         about these securities);
 
                       . cash or money market instruments, including commercial
                         bank obligations (certificates of deposit, which are
                         interest-bearing time deposits; bankers acceptances,
                         which are time drafts on a commercial bank where the
                         bank accepts an irrevocable obligation to pay at
                         maturity; and demand or time deposits), and commercial
                         paper (short-term notes with maturities of up to nine
                         months issued by corporations or government bodies).
  
                       The remaining 40% of the fund's assets, measured at the
                       time of purchase, may be invested in debt securities
                       rated below A or unrated securities that are determined
                       to be of equivalent quality, including marketable cor-
                       porate debt securities, mortgage-related securities and
                       other asset-backed securities. These securities may be
                       rated as low as Ca by Moody's or CC by S&P.
 
                                                                              5
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       However, securities rated Ba or BB or below or unrated
                       securities that are determined to be of equivalent
                       quality (commonly known as "junk" or "high-yield, high-
                       risk" bonds) will represent less than 35% of the fund's
                       net assets and are subject to special review before
                       purchase.
 
                       The fund may from time to time invest in fixed-income
                       securities of corporations outside the U.S. or govern-
                       mental entities, and the fund may purchase or sell var-
                       ious currencies on either a spot or forward basis in
                       connection with these investments.
 
                       The average monthly composition of the fund's portfolio
                       based on the higher of the Moody's or S&P ratings for
                       the fiscal year ended December  31, 1994 was as fol-
                       lows: bonds--Aaa/AAA-41.04%; Aa/AA-3.78%; A/A-6.61%;
                       Baa/BBB-13.46%; Ba/BB-9.34%; B/B-11.3%, and Caa/CCC-
                       0.8%. Other investments, including non-rated invest-
                       ments, equity-type securities and cash or cash equiva-
                       lents amounted to 2.35%, 2.24% and 9.08%, respectively.
 
                       The fund's investment restrictions (which are described
                       in the statement of additional information) and objec-
                       tive cannot be changed without shareholder approval.
                       All other investment practices may be changed by the
                       fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVE CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
 CERTAIN SECURITIES    RISKS OF INVESTING IN BONDS The market values of fixed-
     AND INVESTMENT    income securities generally vary inversely with the
         TECHNIQUES    level of interest rates--when interest rates rise,
                       their values will tend to decline and vice versa. The
 Investing in bonds    magnitude of these changes generally will be greater
   involves certain    the longer the remaining maturity of the security.
             risks.    Fluctuations in the value of the fund's investments
                       will be reflected in its net asset value per share;
                       typically declining when interest rates rise.
 
                       High-yield, high-risk bonds (bonds rated Ba or BB or
                       below) may be subject to greater market fluctuations
                       and to greater risk of loss of income and principal due
                       to default by the issuer than are higher-rated bonds.
                       Their values tend to reflect short-term corporate, eco-
                       nomic and market developments and investor perceptions
                       of the issuer's credit quality to a greater extent than
                       lower yielding higher-rated bonds. In addition, it may
                       be more difficult to dispose of, or to determine the
                       value of, high-yield, high-risk bonds. Bonds rated Ba
                       or BB are considered speculative. Bonds rated Ca or CC
                       are described by the ratings agencies as "speculative
                       in a high degree; often in default or [having] other
                       marked shortcomings." See the statement of additional
                       information for a complete description of the bond rat-
                       ings.
 
                       Capital Research and Management Company attempts to re-
                       duce the risks described above through diversification
                       of the portfolio and by credit analysis of each issuer
                       as well as by monitoring broad economic trends and cor-
                       porate and legislative developments.
 
6
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       RISKS OF INVESTING IN VARIOUS COUNTRIES The fund may
                       invest in securities of issuers located outside the
                       United States which may be denominated in currencies
                       other than the U.S. dollar. Companies located outside
                       the U.S. operate under different accounting, auditing
                       and financial reporting standards and practices and
                       regulatory requirements that may be less rigorous than
                       U.S. companies. There may be less information publicly
                       available about companies located outside the U.S. Ad-
                       ditionally, specific local political and economic fac-
                       tors must be evaluated in making these investments in-
                       cluding trade balances and imbalances; and related eco-
                       nomic policies; expropriation or confiscatory taxation;
                       limitations on the removal of funds or other assets;
                       political or social instability; the diverse structure
                       and liquidity of the various securities markets; and
                       nationalization policies of governments around the
                       world. Additional costs could be incurred in connection
                       with the fund's investment activities outside the U.S.
                       Increased custodian costs as well as administrative
                       difficulties (for example, delays in clearing and set-
                       tling portfolio transactions) may be associated with
                       the maintenance of assets in certain jurisdictions. The
                       fund may invest to a limited extent in countries that
                       are considered developing countries, and, in those
                       cases the degree of risk described above may be great-
                       er. However, in the opinion of Capital Research and
                       Management Company, global investing also can reduce
                       certain of these risks through greater diversification
                       opportunities.
 
                       CURRENCY TRANSACTIONS The fund has the ability to hold
                       a portion of its assets in currencies other than the
                       U.S. dollar and to enter into spot or forward currency
                       contracts to facilitate transactions and/or to protect
                       against changes in currency exchange rates. Although
                       this strategy could minimize the risk of loss due to a
                       decline in the value of the hedged currency, it could
                       also limit any potential gain which might result from
                       an increase in the value of the currency. (See "Cur-
                       rency Transactions," in the statement of additional in-
                       formation.)
 
                       WHEN-ISSUED SECURITIES, FIRM COMMITMENT AGREEMENTS AND
                       "ROLL" TRANSACTIONS The fund may purchase securities on
                       a delayed delivery or "when-issued" basis and enter
                       into firm commitment agreements (transactions whereby
                       the payment obligation and interest rate are fixed at
                       the time of the transaction but the settlement is de-
                       layed). The fund as purchaser assumes the risk of any
                       decline in value of the security beginning on the date
                       of the agreement or purchase. The fund also may enter
                       into "roll" transactions, which are the sale of GNMA
                       certificates or other securities together with a com-
                       mitment (for which the fund typically receives a fee)
                       to purchase similar, but not identical securities at a
                       later date. As the fund's aggregate commitments under
                       these transactions increase, the opportunity for lever-
                       age similarly may increase; however, it is not the in-
                       tent of the fund to engage in these transactions for
                       leveraging purposes.
 
                       The fund will segregate liquid assets such as cash,
                       U.S. Government securities or other appropriate high-
                       grade debt obligations in an amount sufficient to meet
                       its payment obligations in these transactions. Although
 
                                                                              7
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       these transactions will not be entered into for
                       leveraging purposes, to the extent the fund's aggregate
                       commitments under these transactions exceed its hold-
                       ings of cash and securities that do not fluctuate in
                       value (such as short-term money market instruments),
                       the fund temporarily will be in a leveraged position
                       (i.e., it will have an amount greater than its net as-
                       sets subject to market risk). Should market values of
                       the fund's portfolio securities decline while the fund
                       is in a leveraged position, greater depreciation of its
                       net assets would likely occur than were it not in such
                       a position. The fund will not borrow money to settle
                       these transactions and, therefore, will liquidate other
                       portfolio securities in advance of settlement if neces-
                       sary to generate additional cash to meet its obliga-
                       tions thereunder.
 
                       REPURCHASE AGREEMENTS The fund may enter into repur-
                       chase agreements, under which it buys a security and
                       obtains a simultaneous commitment from the seller to
                       repurchase the security at a specified time and price.
                       The seller must maintain with the fund's custodian col-
                       lateral equal to at least 100% of the repurchase price
                       including accrued interest as monitored daily by Capi-
                       tal Research and Management Company. If the seller un-
                       der the repurchase agreement defaults, the fund may in-
                       cur a loss if the value of the collateral securing the
                       repurchase agreement has declined and may incur dispo-
                       sition costs in connection with liquidating the collat-
                       eral. If bankruptcy proceedings are commenced with re-
                       spect to the seller, liquidation of the collateral by
                       the fund may be delayed or limited.
 
                       LOAN PARTICIPATIONS The fund may invest, subject to an
                       overall 10% limit on loans, in loan participations,
                       typically made by a syndicate of banks to U.S. and non-
                       U.S. corporate or governmental borrowers for a variety
                       of purposes. The underlying loans may be secured or
                       unsecured, and will vary in term and legal structure.
                       When purchasing such instruments the fund may assume
                       the credit risks associated with the original bank
                       lender as well as the credit risks associated with the
                       borrower. Investments in loan participations present
                       the possibility that the fund could be held liable as a
                       co-lender under emerging legal theories of lender lia-
                       bility. In addition, if the loan is foreclosed, the
                       fund could be part owner of any collateral, and could
                       bear the costs and liabilities of owning and disposing
                       of the collateral. Loan participations are generally
                       not rated by major rating agencies and may not be pro-
                       tected by the securities laws. Also, loan participa-
                       tions are generally considered to be illiquid.
 
                       PRIVATE PLACEMENTS Private placements may be either
                       purchased from another institutional investor that
                       originally acquired the securities in a private place-
                       ment or directly from the issuers of the securities.
                       Generally, securities acquired in private placements
                       are subject to contractual restrictions on resale and
                       may not be resold except pursuant to a registration
                       statement under the Securities Act of 1933 or in reli-
                       ance upon an exemption from the registration require-
                       ments under the Act, for example, private placements
                       sold pursuant to Rule 144A. Accordingly, any such obli-
                       gation will be deemed illiquid unless it has been spe-
                       cifically determined to be liquid under procedures
                       adopted by the fund's board of directors, and the fund
                       may incur certain additional costs in disposing of such
                       securities.
 
8
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       In determining whether these securities are liquid,
                       factors such as the frequency and volume of trading and
                       the commitment of dealers to make markets will be con-
                       sidered. Additionally, the liquidity of any particular
                       security will depend on such factors as the availabil-
                       ity of "qualified" institutional investors and the ex-
                       tent of investor interest in the security, which can
                       change from time to time.
 
                       INVERSE FLOATING RATE NOTES The fund may invest to a
                       limited extent in inverse floating rate notes (a type
                       of derivative instrument). These notes have rates that
                       move in the opposite direction of prevailing interest
                       rates; thus, a change in prevailing interest rates will
                       often result in a greater change in the instruments'
                       interest rates. As a result, these instruments may have
                       a greater degree of volatility than other types of in-
                       terest-bearing securities.
 
                       MATURITY The maturity composition of the fund's portfo-
                       lio of fixed-income securities will be adjusted in re-
                       sponse to market conditions and expectations. There are
                       no restrictions on the maturity composition of the
                       portfolio, although it is anticipated that the fund
                       normally will be invested substantially in intermedi-
                       ate-term (3 to 10 years to maturity) and long-term
                       (over 10 years to maturity) securities.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolios of the managed funds are divided
                       into segments which are usually managed by individual
                       counselors. Each counselor decides how the segment will
                       be invested (within the limits provided by the fund's
                       objective and policies and by Capital Research and
                       Management Company's investment committee). In
                       addition, Capital Research and Management Company's
                       research professionals make investment decisions with
                       respect to a portion of the fund's portfolio. The
                       primary individual portfolio counselors for the fund
                       are listed below.
 
<TABLE>
<CAPTION>
                                                                                        YEARS OF EXPERIENCE AS
                                                                                       INVESTMENT PROFESSIONAL
                                                                                            (APPROXIMATE)
                                                                YEARS OF
                                                              EXPERIENCE AS             WITH CAPITAL
                                                                PORTFOLIO               RESEARCH AND
      PORTFOLIO                                               COUNSELOR FOR              MANAGEMENT
    COUNSELORS FOR                                            THE BOND FUND              COMPANY OR
    THE BOND FUND                                               OF AMERICA                   ITS         TOTAL
      OF AMERICA           PRIMARY TITLE(S)                   (APPROXIMATE)              AFFILIATES      YEARS
- -----------------------------------------------------------------------------------------------------------------
  <C>                  <S>                         <C>                               <C>                <C>
  Abner D. Goldstine   President and Director      Since the fund began operations      28 years        43 years
                       of the fund. Senior Vice    in 1974
                       President and Director,
                       Capital Research and
                       Management Company
- ----------------------------------------------------------------------------------------------------------------
  Richard T. Schotte   Senior Vice President of    17 years                             17 years       28 years
                       the fund. Senior Vice
                       President, Capital
                       Research and Management
                       Company
- ----------------------------------------------------------------------------------------------------------------
  John H. Smet         Vice President of the       6 years                              12 years      13 years
                       fund. Vice President,
                       Capital Research and
                       Management Company
- ----------------------------------------------------------------------------------------------------------------
</TABLE> 
 
   The fund began operations on May 28, 1974.
 
                                                                              9
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
 INVESTMENT RESULTS   The fund may from time to time compare its investment
                      results to various unmanaged indices or other mutual
       The fund has   funds in reports to shareholders, sales literature and
   averaged a total   advertisements. The results may be calculated on a total
 return of 10.03% a   return and/or yield basis for various periods, with or
 year (assuming the   without sales charges. Results calculated without a
      maximum sales   sales charge will be higher. Total returns assume the
   charge was paid)   reinvestment of all dividends and capital gain distribu-
  over its lifetime   tions.
      (May 28, 1974 
   through December   The fund's yield and the average annual total returns    
         31, 1994).   are calculated in accordance with the Securities and     
                      Exchange Commission requirements which provide that the  
                      maximum sales charge be reflected. The fund's yield for  
                      the 30-day period ended December 31, 1994 was 7.95%. The 
                      fund's total return over the past 12 months and average   
                      annual total returns over the past five-year and ten-
                      year periods, as of December 31, 1994, were -9.52%,
                      7.52% and 10.04%, respectively. Of course, past results
                      are not an indication of future results. Further
                      information regarding the fund's investment results is
                      contained in the fund's annual report which may be
                      obtained without charge by writing to the Secretary of
                      the fund at the address indicated on the cover of this
                      prospectus.
 
         DIVIDENDS,   DIVIDENDS AND DISTRIBUTIONS The fund declares dividends
  DISTRIBUTIONS AND   from its net investment income daily and distributes
              TAXES   such accrued dividends to shareholders each month.
                      Dividends begin accruing one day after payment for
             Income   shares is received by the fund or American Funds Service
  distributions are   Company. All capital gains, if any, are distributed
   made each month.   annually, usually in December. When a capital gain is
                      distributed, the net asset value per share is reduced by
                      the amount of the payment.
 
                      FEDERAL TAXES The fund intends to operate as a "regu-
                      lated investment company" under the Internal Revenue
                      Code. In any fiscal year in which the fund so qualifies
                      and distributes to shareholders all of its net invest-
                      ment income and net capital gains, the fund itself is
                      relieved of federal income tax.
 
                      All dividends and capital gains are taxable whether they
                      are reinvested or received in cash--unless you are ex-
                      empt from taxation or entitled to tax deferral. Early
                      each year, you will be notified as to the amount and
                      federal tax status of all dividends and capital gains
                      paid during the prior year. Such dividends and capital
                      gains may also be subject to state or local taxes.
 
                      IF YOU HAVE NOT FURNISHED A CERTIFIED CORRECT TAXPAYER
                      IDENTIFICATION NUMBER (GENERALLY YOUR SOCIAL SECURITY
                      NUMBER) AND HAVE NOT CERTIFIED THAT WITHHOLDING DOES NOT
                      APPLY, OR IF THE INTERNAL REVENUE SERVICE HAS NOTIFIED
                      THE FUND THAT THE TAXPAYER IDENTIFICATION NUMBER LISTED
                      ON YOUR ACCOUNT IS INCORRECT ACCORDING TO THEIR RECORDS
                      OR THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING, FEDERAL
                      LAW GENERALLY REQUIRES THE FUND TO WITHHOLD 31% FROM ANY
                      DIVIDENDS AND/OR REDEMPTIONS (INCLUDING EXCHANGE
                      REDEMPTIONS). Amounts withheld are applied to your
                      federal tax liability; a refund may be obtained from the
                      Service if withholding results in overpayment of taxes.
                      Federal law also requires the fund to withhold 30% or
                      the applicable tax treaty rate from dividends paid to
                      certain nonresident alien, non-U.S. partnership and non-
                      U.S. corporation shareholder accounts.
 
10
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       This is a brief summary of some of the tax laws that
                       affect your investment in the fund. Please see the
                       statement of additional information and your tax
                       adviser for further information.
 
               FUND    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
       ORGANIZATION    end, diversified management investment company, was or-
     AND MANAGEMENT    ganized as a Maryland corporation in 1973. The fund's
                       board supervises fund operations and performs duties
      The fund is a    required by applicable state and federal law. Members
      member of The    of the board who are not employed by Capital Research
     American Funds    and Management Company or its affiliates are paid cer-
    Group, which is    tain fees for services rendered to the fund as de-
  managed by one of    scribed in the statement of additional information.
    the largest and    They may elect to defer all or a portion of these fees
   most experienced    through a deferred compensation plan in effect for the
         investment    fund. Shareholders have one vote per share owned and,
          advisers.    at the request of the holders of at least 10% of the
                       shares, the fund will hold a meeting at which any mem-
                       ber of the board could be removed by a majority vote.
                       There will not usually be a shareholder meeting in any
                       year except, for example, when the election of the
                       board is required to be acted upon by shareholders un-
                       der the Investment Company Act of 1940.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los Ange-
                       les, CA 90071 and at 135 South State College Boulevard,
                       Brea, CA 92621. (See "The American Funds Shareholder
                       Guide: Purchasing Shares-- Investment Minimums and Fund
                       Numbers" for a listing of funds in The American Funds
                       Group.) Capital Research and Management Company manages
                       the investment portfolio and business affairs of the
                       fund and receives a fee at the annual rate of 0.30% on
                       the first $60 million of the fund's net assets, plus
                       0.21% on net assets over $60 million to $1 billion,
                       plus 0.18% on assets over $1 billion to $3 billion,
                       plus 0.16% on assets over $3 billion, plus 3% of the
                       first $5.4 million of annual gross income, plus 2.25%
                       of annual gross income over $5.4 million. Assuming net
                       assets of $5 billion and gross investment income levels
                       of 8%, 9%, 10%, 11%, 12% and 13%, management fees would
                       be .36%, .38%, .40%, .43%, .45% and .47%, respectively.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
                       Capital Research and Management Company and its affili-
                       ated companies have adopted a personal investing policy
                       that is consistent with the
 
                                                                             11
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       recommendations contained in the report dated May 9,
                       1994 issued by the Investment Company Institute's Advi-
                       sory Group on Personal Investing. (See the statement of
                       additional information.)
 
                       PORTFOLIO TRANSACTIONS Orders for the fund's portfolio
                       securities transactions are placed by Capital Research
                       and Management Company, which strives to obtain the
                       best available prices, taking into account the costs
                       and quality of executions. Fixed-income securities are
                       generally traded on a "net" basis with a dealer acting
                       as principal for its own account without a stated com-
                       mission, although the price of the security usually in-
                       cludes a profit to the dealer. In underwritten offer-
                       ings, securities are usually purchased at a fixed price
                       which includes an amount of compensation to the under-
                       writer, generally referred to as the underwriter's con-
                       cession or discount. On occasion, securities may be
                       purchased directly from an issuer, in which case no
                       commissions or discounts are paid.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and execu-
                       tions, preference may be given to brokers that have
                       sold shares of the fund or have provided investment re-
                       search, statistical, and other related services for the
                       benefit of the fund and/or of other funds served by
                       Capital Research and Management Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors is located
                       at 333 South Hope Street, Los Angeles, CA 90071, 135
                       South State College Boulevard, Brea, CA 92621, 8000 IH-
                       10 West, San Antonio, TX 78230, 8332 Woodfield Crossing
                       Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood
                       Road, Norfolk, VA 23513. Telephone conversations with
                       American Funds Distributors may be recorded or moni-
                       tored for verification, recordkeeping and quality as-
                       surance purposes.
 
                       PLAN OF DISTRIBUTION The fund has a plan of distribu-
                       tion or "12b-1 Plan" under which it may finance activi-
                       ties primarily intended to sell shares, provided the
                       categories of expenses are approved in advance by the
                       board and the expenses paid under the plan were in-
                       curred within the last 12 months and accrued while the
                       plan is in effect. Expenditures by the fund under the
                       plan may not exceed 0.25% of its average net assets an-
                       nually (all of which may be for service fees). See
                       "Purchasing Shares--Sales Charges" below.
 
                       TRANSFER AGENT American Funds Service Company, a wholly
                       owned subsidiary of Capital Research and Management
                       Company, is the transfer agent and performs shareholder
                       service functions. It was paid a fee of $3,751,000 for
                       the fiscal year ended December 31, 1994. Telephone con-
                       versations with American Funds Service Company may be
                       recorded or monitored for verification, recordkeeping
                       and quality assurance purposes.
 
12
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
 
 
                         AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    SERVICE       ADDRESS                      AREAS SERVED
                     AREA
                   ------------------------------------------------------------
                   WEST      P.O. Box 2205                 AK, AZ, CA, HI, ID,
                             Brea, CA 92622-2205           MT, NV, OR, UT, WA 
                             Fax: 714/671-7080             and outside the U.S.
                   ------------------------------------------------------------
                   CENTRAL-  P.O. Box 659522               AR, CO, IA, KS, LA,
                   WEST      San Antonio, TX 78265-9522    MN, MO, ND, NE, NM,
                             Fax: 210/530-4050             OK, SD, TX, and WY  
                                                      
                   ------------------------------------------------------------
                   CENTRAL-  P.O. Box 6007                 AL, IL, IN, KY, MI,  
                   EAST      Indianapolis, IN 46206-6007   MS, OH, TNand WI    
                             Fax: 317/735-6620               
                   ------------------------------------------------------------
                   EAST      P.O. Box 2280                 CT, DE, FL, GA, MA,
                             Norfolk, VA 23501-2280        MD, ME, NC, NH, NJ,
                             Fax: 804/670-4773             NY, PA, RI, SC, VA,
                                                           VT, WV and 
                                                           Washington, D.C.
                   ------------------------------------------------------------
                    ALL SHAREHOLDERS MAY CALL AMERICAN FUNDS SERVICE
                    COMPANY AT 800/421-0180 FOR SERVICE.
                   ------------------------------------------------------------
 
 
                              [MAP OF THE UNITED STATES OF AMERICA]
 
 
                   ------------------------------------------------------------
                   West (light grey); Central-West (white); Central-East
                   (dark grey), East (green)
 
                                                                              13
 
<PAGE>
 
                     THE AMERCIAN FUNDS SHAREHOLDER GUIDE 
 
 
  PURCHASING SHARES    METHOD      INITIAL INVESTMENT   ADDITIONAL INVESTMENTS
                      ---------------------------------------------------------
   
    Your investment                See "Investment      $50 minimum (except
    dealer can help                Minimums and Fund    where a lower
 you establish your                Numbers" for         minimum is noted
  account--and help                initial              under "Investment
      you add to it                investment           Minimums and Fund
 whenever you like.                minimums.            Numbers").
                      ---------------------------------------------------------
                       By          Visit any            Mail directly to
                       contacting  investment dealer    your investment
                       your        who is registered    dealer's address
                       investment  in the state         printed on your
                       dealer      where the            account statement.
                                   purchase is made
                                   and who has a
                                   sales agreement
                                   with American
                                   Funds
                                   Distributors.
                      ---------------------------------------------------------
                       By mail     Make your check      Fill out the account
                                   payable to the       additions form at the
                                   fund and mail to     bottom of a recent
                                   the address          account statement,
                                   indicated on the     make your check
                                   account              payable to the fund,
                                   application.         write your account
                                   Please indicate      number on your check,
                                   an investment        and mail the check
                                   dealer on the        and form in the
                                   account              envelope provided
                                   application.         with your account
                                                        statement.
                      ---------------------------------------------------------
                       By wire     Call 800/421-0180    Your bank should wire
                                   to obtain your       your additional
                                   account              investments in the
                                   number(s), if        same manner as
                                   necessary. Please    described under
                                   indicate an          "Initial Investment."
                                   investment dealer
                                   on the account.
                                   Instruct your
                                   bank to wire
                                   funds to:
  
                                   Wells Fargo Bank
                                   155 Fifth Street
                                   Sixth Floor
                                   San Francisco,
                                   CA 94106
                                   (ABA #121000248)
 
                                   For credit to the
                                   account of:
                                   American Funds
                                   Service Company
                                   a/c #4600-076178
                                   (fund name)
                                   (your fund acct.
                                   no.)
                      ---------------------------------------------------------
                       THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE
                       THE RIGHT TO REJECT ANY PURCHASE ORDER.
 
                      SHARE PRICE Shares are purchased at the next offering
                      price after the order is received by the fund or
                      American Funds Service Company. In the case of orders
                      sent directly to the fund or American Funds Service
                      Company, an investment dealer MUST be indicated. This
                      price is the net asset value plus a sales charge, if
                      applicable. Dealers are responsible for promptly
                      transmitting orders. (See the statement of additional
                      information under "Purchase of Shares--Price of
                      Shares.")
 
                      The net asset value per share is determined as of the
                      close of trading (currently 4:00 p.m., New York time) on
                      each day the New York Stock Exchange is open. The
                      current value of the fund's total assets, less all
                      liabilities, is divided by the total number of shares
                      outstanding and the result, rounded to the nearer cent,
                      is the net asset value per share. The net asset value
                      per share of the money market funds normally will remain
                      constant at $1.00 based on the funds' current practice
                      of valuing their shares on the basis of the penny-
                      rounding method in accordance with rules of the
                      Securities and Exchange Commission.
 
                      SHARE CERTIFICATES Shares are credited to your account
                      and certificates are not issued unless specifically
                      requested. This eliminates the costly problem of lost or
                      destroyed certificates.
 
14
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
If you would like certificates issued, please request
them by writing to American Funds Service Company.
There is usually no charge for issuing certificates in
reasonable denominations. CERTIFICATES ARE NOT
AVAILABLE FOR THE MONEY MARKET FUNDS.
 
INVESTMENT MINIMUMS AND FUND NUMBERS Here are the
minimum initial investments required by the funds in
The American Funds Group along with fund numbers for
use with our automated phone line, American
FundsLine(R) (see description below):
 
<TABLE>
<CAPTION>
                                              MINIMUM
                                              INITIAL    FUND
FUND                                         INVESTMENT NUMBER
- ----                                         ---------- ------
<S>                                          <C>        <C>
STOCK AND STOCK/BOND FUNDS
AMCAP Fund(R)..........................        $1,000     02
American Balanced Fund(R)..............           500     11
American Mutual Fund(R)................           250     03
Capital Income Builder(R)..............         1,000     12
Capital World Growth and Income 
  Fund(SM).............................         1,000     33
EuroPacific Growth Fund(R).............           250     16
Fundamental Investors(SM)..............           250     10
The Growth Fund of America(R)..........         1,000     05
The Income Fund of America(R)..........         1,000     06
The Investment Company of America(R)...           250     04
The New Economy Fund(R)................         1,000     14
New Perspective Fund(R)................           250     07
SMALLCAP World Fund(SM)................         1,000     35
Washington Mutual Investors Fund(SM)...           250     01
</TABLE>
 
<TABLE>
<CAPTION>
                                              MINIMUM
                                              INITIAL    FUND
FUND                                         INVESTMENT NUMBER
- ----                                         ---------- ------
<S>                                          <C>        <C>
BOND FUNDS
American High-Income Municipal Bond 
  Fund(SM).............................        $1,000     40
American High-Income Trust(R)..........         1,000     21
The Bond Fund of America(SM)...........         1,000     08
Capital World Bond Fund(R).............         1,000     31
Intermediate Bond Fund of America(R)...         1,000     23
Limited Term Tax-Exempt Bond Fund of 
  America(SM)..........................         1,000     43
The Tax-Exempt Bond Fund of 
  America(SM)..........................         1,000     19
The Tax-Exempt Fund of California(R)*..         1,000     20
The Tax-Exempt Fund of Maryland(R)*....         1,000     24
The Tax-Exempt Fund of Virginia(R)*....         1,000     25
U.S. Government Securities Fund(SM)....         1,000     22
 
MONEY MARKET FUNDS
The Cash Management Trust of 
  America(R)...........................         2,500     09
The Tax-Exempt Money Fund of 
  America(SM)..........................         2,500     39
The U.S. Treasury Money Fund of 
  America(SM)..........................         2,500     49
</TABLE>
 --------
* Available only in certain states.
 
 
For retirement plan investments, the minimum is $250,
except that the money market funds have a minimum of
$1,000 for individual retirement accounts (IRAs).
Minimums are reduced to $50 for purchases through
"Automatic Investment Plans" (except for the money
market funds) or to $25 for purchases by retirement
plans through payroll deductions and may be reduced or
waived for shareholders of other funds in The American
Funds Group. TAX-EXEMPT FUNDS SHOULD NOT SERVE AS
RETIREMENT PLAN INVESTMENTS. The minimum is $50 for
additional investments (except as noted above).
 
SALES CHARGES The sales charges you pay when purchasing
the stock, stock/bond, and bond funds of The American
Funds Group are set forth below. The money market funds
of The American Funds Group are offered at net asset
value. (See "Investment Minimums and Fund Numbers" for
a listing of the funds.)
 
                                                                             15
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          DEALER
                                                     SALES CHARGE AS    CONCESSION
                                                   PERCENTAGE OF THE:  AS PERCENTAGE
                                                   ------------------     OF THE
               AMOUNT OF PURCHASE                  NET AMOUNT OFFERING   OFFERING
               AT THE OFFERING PRICE                INVESTED   PRICE       PRICE
               ---------------------               ---------- -------- -------------
               <S>                                 <C>        <C>      <C>
               STOCK AND STOCK/BOND FUNDS
               Less than $50,000......               6.10%     5.75%       5.00%
               $50,000 but less than
                $100,000..............               4.71      4.50        3.75
               BOND FUNDS
               Less than $25,000......               4.99      4.75        4.00
               $25,000 but less than
                $50,000...............               4.71      4.50        3.75
               $50,000 but less than
                $100,000..............               4.17      4.00        3.25
               STOCK, STOCK/BOND, AND BOND FUNDS
               $100,000 but less than $250,000.      3.63      3.50        2.75
               $250,000 but less than $500,000.      2.56      2.50        2.00
               $500,000 but less than $1,000,000.    2.04      2.00        1.60
               $1,000,000 or more.....               none      none     (see below)
</TABLE>
 
 
                       Commissions of up to 1% will be paid to dealers who
                       initiate and are responsible for purchases of $1
                       million or more, for purchases by any defined
                       contribution plan qualified under Section 401(a) of the
                       Internal Revenue Code including a "401(k)" plan with
                       200 or more eligible employees (paid pursuant to the
                       fund's plan of distribution), and for purchases made at
                       net asset value by certain retirement plans of
                       organizations with collective retirement plan assets of
                       $100 million or more as set forth in the statement of
                       additional information (paid by American Funds
                       Distributors).
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will provide
                       additional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the fund or other funds
                       in The American Funds Group. These incentive payments
                       will be based on a pro rata share of a qualifying
                       dealer's sales.
 
                       Any defined contribution plan qualified under Section
                       401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees or
                       any other purchaser investing at least $1 million in
                       shares of the fund (or in combination with shares of
                       other funds in The American Funds Group other than the
                       money market funds) may purchase shares at net asset
                       value; however, a contingent deferred sales charge of
                       1% is imposed on certain redemptions within one year of
                       the purchase. (See "Redeeming Shares--Contingent
                       Deferred Sales Charge.")
 
                       Qualified dealers currently are paid a continuing
                       service fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund
                       Organization and Management--
 
16
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       Plan of Distribution.") These services include
                       processing purchase and redemption transactions,
                       establishing shareholder accounts and providing certain
                       information and assistance with respect to the fund.
 
                       NET ASSET VALUE PURCHASES The stock, stock/bond and
                       bond funds may sell shares at net asset value to: (1)
                       current or retired directors, trustees, officers and
                       advisory board members of the funds managed by Capital
                       Research and Management Company, employees of
                       Washington Management Corporation, employees and
                       partners of The Capital Group Companies, Inc. and its
                       affiliated companies, certain family members of the
                       above persons, and trusts or plans primarily for such
                       persons; (2) current or retired registered
                       representatives or full-time employees and their
                       spouses and minor children of dealers having sales
                       agreements with American Funds Distributors and plans
                       for such persons; (3) companies exchanging securities
                       with the fund through a merger, acquisition or exchange
                       offer; (4) trustees or other fiduciaries purchasing
                       shares for certain retirement plans of organizations
                       with retirement plan assets of $100 million or more;
                       (5) insurance company separate accounts; (6) accounts
                       managed by subsidiaries of The Capital Group Companies,
                       Inc.; and (7) The Capital Group Companies, Inc., its
                       affiliated companies and Washington Management
                       Corporation. Shares are offered at net asset value to
                       these persons and organizations due to anticipated
                       economies in sales effort and expense.
 
           REDUCING    AGGREGATION Sales charge discounts are available for
         YOUR SALES    certain aggregated investments. Qualifying investments
             CHARGE    include those by you, your spouse and your children
                       under the age of 21, if all parties are purchasing
       You and your    shares for their own account(s), which may include
   immediate family    purchases through employee benefit plan(s) such as an
        may combine    IRA, individual-type 403(b) plan or single-participant
     investments to    Keogh-type plan or by a business solely controlled by
 reduce your costs.    these individuals (for example, the individuals own the
                       entire business) or by a trust (or other fiduciary
                       arrangement) solely for the benefit of these
                       individuals. Individual purchases by a trustee(s) or
                       other fiduciary(ies) may also be aggregated if the
                       investments are (1) for a single trust estate or
                       fiduciary account, including an employee benefit plan
                       other than those described above or (2) made for two or
                       more employee benefit plans of a single employer or of
                       affiliated employers as defined in the Investment
                       Company Act of 1940, again excluding employee benefit
                       plans described above, or (3) for a diversified common
                       trust fund or other diversified pooled account not
                       specifically formed for the purpose of accumulating
                       fund shares. Purchases made for nominee or street name
                       accounts (securities held in the name of an investment
                       dealer or another nominee such as a bank trust
                       department instead of the customer) may not be
                       aggregated with those made for other accounts and may
                       not be aggregated with other nominee or street name
                       accounts unless otherwise qualified as described above.
 
                                                                             17
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       CONCURRENT PURCHASES To qualify for a reduced sales
                       charge, you may combine concurrent purchases of two or
                       more funds in The American Funds Group, except direct
                       purchases of the money market funds. (Shares of the
                       money market funds purchased through an exchange,
                       reinvestment or cross-reinvestment from a fund having a
                       sales charge do qualify.) For example, if you
                       concurrently invest $25,000 in one fund and $25,000 in
                       another, the sales charge would be reduced to reflect a
                       $50,000 purchase.
 
                       RIGHT OF ACCUMULATION The sales charge for your invest-
                       ment may also be reduced by taking into account the
                       current value of your existing holdings in The American
                       Funds Group. Direct purchases of the money market funds
                       are excluded. (See account application.)
 
                       STATEMENT OF INTENTION You may reduce sales charges on
                       all investments by meeting the terms of a statement of
                       intention, a non-binding commitment to invest a certain
                       amount in fund shares subject to a commission within a
                       13-month period. Five percent of the statement amount
                       will be held in escrow to cover additional sales
                       charges which may be due if your total investments over
                       the statement period are insufficient to qualify for a
                       sales charge reduction. (See account application.)
 
                       YOU MUST LET YOUR INVESTMENT DEALER OR AMERICAN FUNDS
                       SERVICE COMPANY KNOW IF YOU QUALIFY FOR A REDUCTION IN
                       YOUR SALES CHARGE USING ONE OR ANY COMBINATION OF THE
                       METHODS DESCRIBED ABOVE.
                      
        SHAREHOLDER    AUTOMATIC INVESTMENT PLAN You may make regular monthly   
           SERVICES    or quarterly investments through automatic charges to    
                       your bank account. Once a plan is established, your ac-  
    The fund offers    count will normally be charged by the 10th day of the    
     you a valuable    month during which an investment is made (or by the      
  array of services    15th day of the month in the case of any retirement      
        designed to    plan for which Capital Guardian Trust Company--another   
       increase the    affiliate of The Capital Group Companies, Inc.--acts as  
    convenience and    trustee or custodian).                                   
     flexibility of                                                             
  your investment--    AUTOMATIC REINVESTMENT Dividends and capital gain dis-   
   services you can    tributions are reinvested in additional shares at no     
  use to alter your    sales charge unless you indicate otherwise on the        
 investment program    account application. You also may elect to have divi-    
  as your needs and    dends and/or capital gain distributions paid in cash by  
      circumstances    informing the fund, American Funds Service Company or    
            change.    your investment dealer.                                  
                                                                                
                       CROSS-REINVESTMENT You may cross-reinvest dividends or
                       dividends and capital gain distributions paid by one
                       fund into another fund in The American Funds Group,
                       subject to conditions outlined in the statement of ad-
                       ditional information. Generally, to use this service
                       the value of your account in the paying fund must equal
                       at least $5,000.
 
                       EXCHANGE PRIVILEGE You may exchange shares into other
                       funds in The American Funds Group. Exchange purchases
                       are subject to the minimum investment requirements of
                       the fund purchased and no sales
 
18
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       charge generally applies. However, exchanges of shares
                       from the money market funds are subject to applicable
                       sales charges on the fund being purchased, unless the
                       money market fund shares were acquired by an exchange
                       from a fund having a sales charge, or by reinvestment
                       or cross-reinvestment of dividends or capital gain
                       distributions.
 
                       You may exchange shares by writing to American Funds
                       Service Company (see "Redeeming Shares"), by contacting
                       your investment dealer, by using American FundsLine(R)
                       (see "Shareholder Services--American FundsLine(R)" be-
                       low), or by telephoning 800/421-0180 toll-free,
                       telexing 3778108 (answerback CGAFSBR), faxing (see
                       "Transfer Agent" above for the appropriate fax numbers)
                       or telegraphing American Funds Service Company. (See
                       "Telephone Redemptions and Exchanges" below.) Shares
                       held in corporate-type retirement plans for which Capi-
                       tal Guardian Trust Company serves as trustee may not be
                       exchanged by telephone, telex, fax or telegraph. Ex-
                       change redemptions and purchases are processed simulta-
                       neously at the share prices next determined after the
                       exchange order is received. (See "Purchasing Shares--
                       Share Price.") THESE TRANSACTIONS HAVE THE SAME TAX
                       CONSEQUENCES AS ORDINARY SALES AND PURCHASES.
 
                       AUTOMATIC EXCHANGES You may automatically exchange
                       shares (in amounts of $50 or more) among any of the
                       funds in The American Funds Group on any day (or pre-
                       ceding business day if the day falls on a non-business
                       day) of each month you designate. You must either meet
                       the minimum initial investment requirement for the re-
                       ceiving fund OR the originating fund's balance must be
                       at least $5,000 and the receiving fund's minimum must
                       be met within one year.
 
                       AUTOMATIC WITHDRAWALS You may make automatic
                       withdrawals of $50 or more as follows: five or more
                       times per year if you have an account of $10,000 or
                       more, or four or fewer times per year if you have an
                       account of $5,000 or more. Withdrawals are made on or
                       about the 15th day of each month you designate, and
                       checks will be sent within seven days. (See "Other
                       Important Things to Remember.") Additional investments
                       in a withdrawal account must not be less than one
                       year's scheduled withdrawals or $1,200, whichever is
                       greater. However, additional investments in a
                       withdrawal account may be inadvisable due to sales
                       charges and tax liabilities.
 
                       THESE SERVICES ARE AVAILABLE ONLY IN STATES WHERE THE
                       FUND TO BE PURCHASED MAY BE LEGALLY OFFERED AND MAY BE
                       TERMINATED OR MODIFIED AT ANY TIME UPON 60 DAYS'
                       WRITTEN NOTICE.
 
                       ACCOUNT STATEMENTS Your account is opened in accordance
                       with your registration instructions. Transactions in
                       the account, such as additional investments and
                       dividend reinvestments, will be reflected on regular
                       confirmation statements from American Funds Service
                       Company.
 
                                                                             19
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       AMERICAN FUNDSLINE(R) You may check your share balance,
                       the price of your shares, or your most recent account
                       transaction, redeem shares (up to $10,000 per fund, per
                       account each day), or exchange shares around the clock
                       with American FundsLine(R). To use this service, call
                       800/325-3590 from a TouchTone(TM) telephone.
                       Redemptions and exchanges through American FundsLine(R)
                       are subject to the conditions noted above and in
                       "Redeeming Shares--Telephone Redemptions and Exchanges"
                       below. You will need your fund number (see the list of
                       funds in The American Funds Group under "Purchasing
                       Shares--Investment Minimums and Fund Numbers"),
                       personal identification number (the last four digits of
                       your Social Security number or other tax identification
                       number associated with your account) and account
                       number.
                       -------------------------------------------------------- 
          REDEEMING     By writing to    Send a letter of instruction
             SHARES     American         specifying the name of the fund, the
                        Funds Service    number of shares or dollar amount to
 You may take money     Company (at      be sold, your name and account
        out of your     the              number. You should also enclose any
   account whenever     appropriate      share certificates you wish to
        you please.     address          redeem. For redemptions over $50,000
                        indicated        and for certain redemptions of
                        under "Fund      $50,000 or less (see below), your
                        Organization     signature must be guaranteed by a
                        and              bank, savings association, credit
                        Management--     union, or member firm of a domestic
                        Transfer         stock exchange or the National
                        Agent")          Association of Securities Dealers,
                                         Inc., that is an eligible guarantor
                                         institution. You should verify with
                                         the institution that it is an
                                         eligible guarantor prior to signing.
                                         Additional documentation may be
                                         required for redemption of shares
                                         held in corporate, partnership or
                                         fiduciary accounts. Notarization by a
                                         Notary Public is not an acceptable
                                         signature guarantee.
                       -------------------------------------------------------- 
                        By contacting    If you redeem shares through your
                        your             investment dealer, you may be charged
                        investment       for this service. SHARES HELD FOR YOU
                        dealer           IN YOUR INVESTMENT DEALER'S STREET
                                         NAME MUST BE REDEEMED THROUGH THE
                                         DEALER.
                       --------------------------------------------------------
                        You may have     You may use this option, provided the
                        a redemption     account is registered in the name of
                        check sent to    an individual(s), a UGMA/UTMA
                        you by using     custodian, or a non-retirement plan
                        American         trust. These redemptions may not
                        FundsLine(R)     exceed $10,000 per day, per fund
                        or by            account and the check must be made
                        telephoning,     payable to the shareholder(s) of
                        telexing,        record and be sent to the address of
                        faxing, or       record provided the address has been
                        telegraphing     used with the account for at least 10
                        American         days. See "Transfer Agent" and
                        Funds Service    "Exchange Privilege" above for the
                        Company          appropriate telephone, fax, or telex
                        (subject to      number.
                        the
                        conditions
                        noted in this
                        section and
                        in "Telephone
                        Redemptions
                        and
                        Exchanges"
                        below)
                       --------------------------------------------------------
                        In the case      Upon request (use the account
                        of the money     application for the money market
                        market funds,    funds) you may establish telephone
                        you may have     redemption privileges (which will
                        redemptions      enable you to have a redemption sent
                        wired to your    to your bank account) and/or check
                        bank by          writing privileges. If you request
                        telephoning      check writing privileges, you will be
                        American         provided with checks that you may use
                        Funds Service    to draw against your account. These
                        Company          checks may be made payable to anyone
                        ($1,000 or       you designate and must be signed by
                        more) or by      the authorized number of registered
                        writing a        shareholders exactly as indicated on
                        check ($250      your checking account signature card.
                        or more)
                       --------------------------------------------------------
 
                       A SIGNATURE GUARANTEE IS NOT CURRENTLY REQUIRED FOR ANY
                       REDEMPTION OF $50,000 OR LESS PROVIDED THE REDEMPTION
                       CHECK IS MADE PAYABLE TO THE REGISTERED SHAREHOLDER(S)
                       AND IS MAILED TO THE ADDRESS OF RECORD, PROVIDED THE
                       ADDRESS HAS BEEN USED WITH THE ACCOUNT FOR AT LEAST 10
                       DAYS.
 
20
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER AND
                       ALL REQUIRED DOCUMENTATION ARE RECEIVED BY THE FUND OR
                       AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       TELEPHONE REDEMPTIONS AND EXCHANGES By using the
                       telephone (including American FundsLine(R)), telex, fax
                       or telegraph redemption and/or exchange options, you
                       agree to hold the fund, American Funds Service Company,
                       any of its affiliates or mutual funds managed by such
                       affiliates, and each of their respective directors,
                       trustees, officers, employees and agents harmless from
                       any losses, expenses, costs or liability (including
                       attorney fees) which may be incurred in connection with
                       the exercise of these privileges. Generally, all
                       shareholders are automatically eligible to use these
                       options. However, you may elect to opt out of these
                       options by writing American Funds Service Company (you
                       may reinstate them at any time also by writing American
                       Funds Service Company). If American Funds Service
                       Company does not employ reasonable procedures to
                       confirm that the instructions received from any person
                       with appropriate account information are genuine, the
                       fund may be liable for losses due to unauthorized or
                       fraudulent instructions. In the event that shareholders
                       are unable to reach the fund by telephone because of
                       technical difficulties, market conditions, or a natural
                       disaster, redemption and exchange requests may be made
                       in writing only.
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; for distributions from 403(b) plans or IRAs due
                       to death, disability or attainment of age 59 1/2; for
                       tax-free returns of excess contributions to IRAs; for
                       redemptions through certain automatic withdrawals not
                       exceeding 10% of the amount that would otherwise be
                       subject to the charge; and for redemptions in
                       connection with loans made by qualified retirement
                       plans.
 
                       REINSTATEMENT PRIVILEGE You may reinvest proceeds from
                       a redemption or a dividend or capital gain distribution
                       without sales charge (any contingent deferred sales
                       charge paid will be credited to your account) in any
                       fund in The American Funds Group. Send a written
 
                                                                             21
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       request and a check to American Funds Service Company
                       within 90 days after the date of the redemption or
                       distribution. Reinvestment will be at the next
                       calculated net asset value after receipt. The tax
                       status of a gain realized on a redemption will not be
                       affected by exercise of the reinstatement privilege,
                       but a loss may be nullified if you reinvest in the same
                       fund within 30 days. If you redeem your shares within
                       90 days after purchase and the sales charge on the
                       purchase of other shares is waived under the
                       reinstatement privilege, the sales charge you
                       previously paid for the shares may not be taken into
                       account when you calculate your gain or loss on that
                       redemption.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because each stock,
                       stock/bond and bond fund's net asset value fluctuates,
                       reflecting the market value of the fund's portfolio,
                       the amount a shareholder receives for shares redeemed
                       may be more or less than the amount paid for them.
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
                       A fund may, with 60 days' written notice, close your
                       account if, due to a redemption, the account has a
                       value of less than the minimum required initial
                       investment. (For example, a fund may close an account
                       if a redemption is made shortly after a minimum initial
                       investment is made.)
 
         RETIREMENT    You may invest in the funds through various retirement
              PLANS    plans including the following plans for which Capital
                       Guardian Trust Company acts as trustee or custodian:
                       IRAs, Simplified Employee Pension plans, 403(b) plans
                       and Keogh- and corporate-type business retirement
                       plans. For further information about any of the plans,
                       agreements, applications and annual fees, contact
                       American Funds Distributors or your investment dealer.
                       To determine which retirement plan is appropriate for
                       you, please consult your tax adviser. TAX-EXEMPT FUNDS
                       SHOULD NOT SERVE AS INVESTMENTS FOR RETIREMENT PLANS.
 
                       FOR MORE INFORMATION, PLEASE REFER TO THE ACCOUNT
                       APPLICATION OR THE STATEMENT OF ADDITIONAL INFORMATION.
                       IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE SHAREHOLDER
                       SERVICES DESCRIBED HEREIN OR YOUR ACCOUNT, PLEASE
                       CONTACT YOUR INVESTMENT DEALER OR AMERICAN FUNDS
                       SERVICE COMPANY.
 
                       [RECYCLE LOGO]  This prospectus has been printed on
                                       recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency
 
22
 
 
<PAGE>
 
PROSPECTUS
for Eligible Retirement Plans
 
THE BOND FUND
OF AMERICA(SM)
 
AN OPPORTUNITY FOR CURRENT INCOME
AND PRESERVATION OF CAPITAL THROUGH
A DIVERSIFIED PORTFOLIO OF BONDS
 
[LOGO OF THE AMERICAN FUNDS GROUP(R)] 
 
March 1, 1995
 
                        THE BOND FUND OF AMERICA, INC.
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
The fund seeks to provide as high a level of current income as is consistent
with the preservation of capital by investing primarily in bonds.
 
This prospectus relates only to shares of the fund offered without a sales
charge to eligible retirement plans. For a prospectus regarding shares of the
fund to be acquired otherwise, contact the Secretary of the fund at the
address indicated above.
 
This prospectus presents information you should know before investing in the
fund. It should be retained for future reference.
 
You may obtain the statement of additional information for the fund dated
March 1, 1995, which contains the fund's financial statements, without charge,
by writing to the Secretary of the fund at the above address or telephoning
800/421-0180. These requests will be honored within three business days of
receipt.
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED, GUARANTEED,
OR ENDORSED BY THE U.S. GOVERNMENT, ANY BANK, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, ENTITY OR PERSON.
THE PURCHASE OF FUND SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
08-010-0395 RP
 
<PAGE>
 
 
            TABLE OF CONTENTS
 
<TABLE>
  <S>                                      <C>
  Summary of Expenses....................    3
  Financial Highlights...................    4
  Investment Objective and Policies......    4
  Certain Securities and Investment Tech-
   niques................................    6
  Investment Results.....................   10
  Dividends, Distributions and Taxes.....   10
  Fund Organization and Management.......   11
  Purchasing Shares......................   13
  Shareholder Services...................   14
  Redeeming Shares.......................   14
</TABLE>
 
 
 
2
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
             SUMMARY 
         OF EXPENSES
 
      Average annual 
expenses paid over a 
10-year period would 
    be approximately 
        $9 per year, 
   assuming a $1,000 
 investment and a 5% 
      annual return.
 
This table is designed to help you understand costs of investing in the fund.
These are historical expenses; your actual expenses may vary.
 
SHAREHOLDER TRANSACTION EXPENSES
Certain retirement plans may purchase shares of the fund with no sales
charge./1/ The fund also has no sales charge on reinvested dividends, deferred
sales charge, redemption fees or exchange fees.
 
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
 
<TABLE>
<S>                                                                     <C>
Management fees.......................................................  0.37%
12b-1 expenses........................................................  0.22%/2/
Other expenses (including audit, legal, shareholder services, transfer
 agent and custodian expenses)........................................  0.10%
Total fund operating expenses.........................................  0.69%
</TABLE>
 
<TABLE>
<CAPTION>
EXAMPLE                                         1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                                         ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
You would pay the following cumulative
expenses on a $1,000 investment, assuming a 5%   
annual return./3/                                 $7      $22     $38     $86  
</TABLE>
 
/1/ Retirement plans of organizations with $100 million or more in collective
    retirement plan assets may purchase shares of the fund with no sales charge.
    Any defined contribution plan qualified under Section 401(a) of the Internal
    Revenue Code including a "401(k)" plan with 200 or more eligible employees
    or any other plan that invests at least $1 million in shares of the fund (or
    in combination with shares of other funds in The American Funds Group other
    than the money market funds) may purchase shares at net asset value;
    however, a contingent deferred sales charge of 1% applies on certain
    redemptions within 12 months following such purchases. (See "Redeeming
    Shares--Contingent Deferred Sales Charge.")
 
/2/ These expenses may not exceed 0.25% of the fund's average net assets
    annually. (See "Fund Organization and Management--Plan of Distribution.")
    Due to these distribution expenses, long-term shareholders may pay more than
    the economic equivalent of the maximum front-end sales charge permitted by
    the National Association of Securities Dealers.
  
/3/ Use of this assumed 5% return is required by the Securities and Exchange
    Commission; it is not an illustration of past or future investment results.
    THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
    EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
  
                                                                              3
 
<PAGE>
 
          FINANCIAL    The following information has been audited by Deloitte
         HIGHLIGHTS    & Touche LLP, independent accountants, whose unquali-
       (For a share    fied report covering each of the most recent five years
        outstanding    is included in the statement of additional information.
     throughout the    This information should be read in conjunction with the
       fiscal year)    financial statements and accompanying notes which are
                       included in the statement of additional information.
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                      YEAR ENDED DECEMBER 31
                             ----------------------------------------------------------------------------------
                              1994     1993    1992    1991    1990    1989    1988    1987       1986    1985
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
  <S>                        <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>        <C>     <C>    
  Net Asset Value, Begin-
   ning of Year...........   $14.45   $13.99  $13.70  $12.39  $13.23  $13.24  $13.14  $14.21     $14.01  $12.34
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
   Net investment income..     1.05     1.09    1.15    1.21    1.24    1.31    1.28    1.28       1.38    1.44
   Net realized and
    unrealized gain (loss)
    on investments........    (1.76)     .84     .34    1.28    (.84)   (.02)    .08   (1.02)       .66    1.67
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
    Total from investment
     operations...........    (0.71)    1.93    1.49    2.49     .40    1.29    1.36     .26       2.04    3.11
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
   LESS DISTRIBUTIONS
   Dividends from net in-
    vestment income.......    (1.05)   (1.08)  (1.16)  (1.18)  (1.24)  (1.30)  (1.26)  (1.23)     (1.44)  (1.44)
   Distributions from net
    realized gains........      --      (.39)   (.04)    --      --      --      --     (.10)/1/   (.40)    --
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
    Total distributions...    (1.05)  ( 1.47)  (1.20)  (1.18)  (1.24)  (1.30)  (1.26)  (1.33)     (1.84)  (1.44)
                             ------   ------  ------  ------  ------  ------  ------  ------     ------  ------
  Net Asset Value, End of
   Year...................   $12.69   $14.45  $13.99  $13.70  $12.39  $13.23  $13.24  $13.14     $14.21  $14.01
                             ======   ======  ======  ======  ======  ======  ======  ======     ======  ======
  Total Return/2/             (5.02)%  14.14%  11.34%  21.04%   3.27%  10.13%  10.70%   1.96%     15.17%  26.61%
  RATIOS/SUPPLEMENTAL
   DATA:
   Net assets, end of year
    (in millions).........   $4,941   $5,285  $3,917  $2,859  $1,945  $1,481  $1,021  $  825     $  694  $  451
   Ratio of expenses to
    average net assets....      .69%     .71%    .73%    .77%    .76%    .76%    .66%    .59%       .58%    .61%
   Ratio of net income to
    average net assets....     7.77%    7.53%   8.36%   9.28%   9.70%   9.73%   9.54%   9.45%      9.39%  10.80%
   Portfolio turnover
    rate..................     57.0%    44.7%   49.7%   56.5%   59.9%   64.2%   93.0%   93.0%     107.8%  142.3%
</TABLE>
- --------
 /1/ Represents only net short-term realized gains.
 /2/ Calculated with no sales charge.
 
         INVESTMENT    The fund's investment objective is to provide as high a
          OBJECTIVE    level of current income as is consistent with the pres-
       AND POLICIES    ervation of capital. The fund invests substantially all
                       of its assets in marketable corporate debt securities,
 The fund's goal is    U.S. Government securities, mortgage-related securi-
     to provide you    ties, other asset-backed securities and cash or money
  with high current    market instruments. Normally, at least 65% of the
          incomeand    fund's assets will be invested in bonds. (For this pur-
     conservationof    pose, bonds are considered any debt securities having
           capital.    initial maturities in excess of one year.)
 
                       At least 60% of the value of the fund's assets, mea-
                       sured at the time of any purchase, must be invested in
                       the following categories:
 
                       . marketable corporate debt securities such as bonds
                         rated at the time of purchase within the three
                         highest investment grade ratings (A or better)
                         assigned by Moody's Investors Service, Inc. or
                         Standard & Poor's Corporation (all ratings discussed
                         below refer to those assigned by these two rating
                         agencies) or, if not rated by either of these rating
                         agencies, determined by the fund's investment
                         adviser, Capital Research and Management Company, as
                         being of investment quality equivalent to securities
                         rated A or better;
 
                       . U.S. Government securities including (1) direct
                         obligations of the U.S. Treasury (such as Treasury
                         bills, notes and bonds), (2) obligations guaranteed
                         as to principal and interest by the U.S. Treasury
                         such as
 
4
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                        Government National Mortgage Association certificates
                        (described below) and Federal Housing Administration
                        debentures, and (3) securities issued by U.S.
                        Government instrumentalities and certain federal
                        agencies that are neither direct obligations of, nor
                        guaranteed by, the Treasury;
 
                      . mortgage-related securities rated A or better or
                        unrated securities that are determined to be of
                        equivalent quality of (1) governmental issuers,
                        including Government National Mortgage Association
                        certificates, which are securities representing part
                        ownership of a pool of mortgage loans on which
                        timely payment of interest and principal is
                        guaranteed by the U.S. Government, and securities
                        issued and guaranteed as to the payment of interest
                        and principal by the Federal National Mortgage
                        Association or the Federal Home Loan Mortgage
                        Corporation (but not backed by the U.S. Government);
                        (2) private issuers, including mortgage pass-through
                        certificates or mortgage-backed bonds; and (3) the
                        governmental issuers mentioned above or private
                        issuers, including collateralized mortgage
                        obligations and real estate mortgage investment
                        conduits which are issued in portions or tranches
                        with varying maturities and characteristics; some
                        tranches may only receive the interest paid on the
                        underlying mortgages (IOs) and others may only
                        receive the principal payments (POs); the values of
                        IOs and POs are extremely sensitive to interest rate
                        fluctuations and prepayment rates, and IOs are also
                        subject to the risk of early prepayment of the
                        underlying mortgages which will substantially reduce
                        or eliminate interest payments (see the statement of
                        additional information for more about these
                        securities);
 
                      . other asset-backed securities rated A or better or
                        unrated securities that are determined to be of
                        equivalent quality (unrelated to mortgage loans) such
                        as securities whose assets consist of a pool of motor
                        vehicle retail installment sales contracts and
                        security interests in the vehicles securing the
                        contracts or a pool of credit card loan receivables
                        (see the statement of additional information for more
                        about these securities);
 
                      . cash or money market instruments, including
                        commercial bank obligations (certificates of deposit,
                        which are interest-bearing time deposits; bankers
                        acceptances, which are time drafts on a commercial
                        bank where the bank accepts an irrevocable obligation
                        to pay at maturity; and demand or time deposits), and
                        commercial paper (short-term notes with maturities of
                        up to nine months issued by corporations or
                        government bodies).
 
                      The remaining 40% of the fund's assets, measured at the
                      time of purchase, may be invested in debt securities
                      rated below A or unrated securities that are determined
                      to be of equivalent quality, including marketable corpo-
                      rate debt securities, mortgage-related securities and
                      other asset-backed securities. These securities may be
                      rated as low as Ca by Moody's or CC by S&P. However, se-
                      curities rated Ba or BB or below or unrated securities
                      that are determined to be of equivalent quality (com-
                      monly known as "junk" or "high-yield, high-risk" bonds)
                      will represent less than 35% of the fund's net assets
                      and are subject to special review before purchase.
 
                                                                              5
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       The fund may from time to time invest in fixed-income
                       securities of corporations outside the U.S. or govern-
                       mental entities, and the fund may purchase or sell var-
                       ious currencies on either a spot or forward basis in
                       connection with these investments.
 
                       The average monthly composition of the fund's portfolio
                       based on the higher of the Moody's or S&P ratings for
                       the fiscal year ended December  31, 1994 was as fol-
                       lows: bonds--Aaa/AAA-41.04%; Aa/AA-3.78%; A/A-6.61%;
                       Baa/BBB-13.46%; Ba/BB-9.34%; B/B-11.3%, and Caa/CCC-
                       0.8%. Other investments, including non-rated invest-
                       ments, equity-type securities and cash or cash equiva-
                       lents amounted to 2.35%, 2.24% and 9.08%, respectively.
 
                       The fund's investment restrictions (which are described
                       in the statement of additional information) and objec-
                       tive cannot be changed without shareholder approval.
                       All other investment practices may be changed by the
                       fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVE CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
 CERTAIN SECURITIES    RISKS OF INVESTING IN BONDS The market values of fixed-
     AND INVESTMENT    income securities generally vary inversely with the
         TECHNIQUES    level of interest rates--when interest rates rise,
                       their values will tend to decline and vice versa. The
 Investing in bonds    magnitude of these changes generally will be greater
   involves certain    the longer the remaining maturity of the security.
             risks.    Fluctuations in the value of the fund's investments
                       will be reflected in its net asset value per share;
                       typically declining when interest rates rise.
 
                       High-yield, high-risk bonds (bonds rated Ba or BB or
                       below) may be subject to greater market fluctuations
                       and to greater risk of loss of income and principal due
                       to default by the issuer than are higher-rated bonds.
                       Their values tend to reflect short-term corporate, eco-
                       nomic and market developments and investor perceptions
                       of the issuer's credit quality to a greater extent than
                       lower yielding higher-rated bonds. In addition, it may
                       be more difficult to dispose of, or to determine the
                       value of, high-yield, high-risk bonds. Bonds rated Ba
                       or BB are considered speculative. Bonds rated Ca or CC
                       are described by the ratings agencies as "speculative
                       in a high degree; often in default or [having] other
                       marked shortcomings." See the statement of additional
                       information for a complete description of the bond rat-
                       ings.
 
                       Capital Research and Management Company attempts to re-
                       duce the risks described above through diversification
                       of the portfolio and by credit analysis of each issuer
                       as well as by monitoring broad economic trends and cor-
                       porate and legislative developments.
 
                       RISKS OF INVESTING IN VARIOUS COUNTRIES The fund may
                       invest in securities of issuers located outside the
                       United States which may be denominated in currencies
                       other than the U.S. dollar. Companies located outside
                       the U.S. operate under different accounting, auditing
                       and financial reporting standards and practices and
                       regulatory requirements that may
 
6
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       be less rigorous than U.S. companies. There may be less
                       information publicly available about companies located
                       outside the U.S. Additionally, specific local political
                       and economic factors must be evaluated in making these
                       investments including trade balances and imbalances;
                       and related economic policies; expropriation or confis-
                       catory taxation; limitations on the removal of funds or
                       other assets; political or social instability; the di-
                       verse structure and liquidity of the various securities
                       markets; and nationalization policies of governments
                       around the world. Additional costs could be incurred in
                       connection with the fund's investment activities out-
                       side the U.S. Increased custodian costs as well as ad-
                       ministrative difficulties (for example, delays in
                       clearing and settling portfolio transactions) may be
                       associated with the maintenance of assets in certain
                       jurisdictions. The fund may invest to a limited extent
                       in countries that are considered developing countries,
                       and, in those cases the degree of risk described above
                       may be greater. However, in the opinion of Capital Re-
                       search and Management Company, global investing also
                       can reduce certain of these risks through greater di-
                       versification opportunities.
 
                       CURRENCY TRANSACTIONS The fund has the ability to hold
                       a portion of its assets in currencies other than the
                       U.S. dollar and to enter into spot or forward currency
                       contracts to facilitate transactions and/or to protect
                       against changes in currency exchange rates. Although
                       this strategy could minimize the risk of loss due to a
                       decline in the value of the hedged currency, it could
                       also limit any potential gain which might result from
                       an increase in the value of the currency. (See "Cur-
                       rency Transactions" in the statement of additional in-
                       formation.)
 
                       WHEN-ISSUED SECURITIES, FIRM COMMITMENT AGREEMENTS AND
                       "ROLL" TRANSACTIONS The fund may purchase securities on
                       a delayed delivery or "when-issued" basis and enter
                       into firm commitment agreements (transactions whereby
                       the payment obligation and interest rate are fixed at
                       the time of the transaction but the settlement is de-
                       layed). The fund as purchaser assumes the risk of any
                       decline in value of the security beginning on the date
                       of the agreement or purchase. The fund also may enter
                       into "roll" transactions, which are the sale of GNMA
                       certificates or other securities together with a com-
                       mitment (for which the fund typically receives a fee)
                       to purchase similar, but not identical, securities at a
                       later date. As the fund's aggregate commitments under
                       these transactions increase, the opportunity for lever-
                       age similarly may increase; however, it is not the in-
                       tent of the fund to engage in these transactions for
                       leveraging purposes.
 
                       The fund will segregate liquid assets such as cash,
                       U.S. Government securities or other appropriate high-
                       grade debt obligations in an amount sufficient to meet
                       its payment obligations in these transactions. Although
                       these transactions will not be entered into for
                       leveraging purposes, to the extent the fund's aggregate
                       commitments under these transactions exceed its hold-
                       ings of cash and securities that do not fluctuate in
                       value (such as short-term money market instruments),
                       the fund temporarily will be in a
 
                                                                              7
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       leveraged position (i.e., it will have an amount
                       greater than its net assets subject to market risk).
                       Should market values of the fund's portfolio securities
                       decline while the fund is in a leveraged position,
                       greater depreciation of its net assets would likely oc-
                       cur than were it not in such a position. The fund will
                       not borrow money to settle these transactions and,
                       therefore, will liquidate other portfolio securities in
                       advance of settlement if necessary to generate addi-
                       tional cash to meet its obligations thereunder.
 
                       REPURCHASE AGREEMENTS The fund may enter into repur-
                       chase agreements, under which it buys a security and
                       obtains a simultaneous commitment from the seller to
                       repurchase the security at a specified time and price.
                       The seller must maintain with the fund's custodian col-
                       lateral equal to at least 100% of the repurchase price
                       including accrued interest as monitored daily by Capi-
                       tal Research and Management Company. If the seller un-
                       der the repurchase agreement defaults, the fund may in-
                       cur a loss if the value of the collateral securing the
                       repurchase agreement has declined and may incur dispo-
                       sition costs in connection with liquidating the collat-
                       eral. If bankruptcy proceedings are commenced with re-
                       spect to the seller, liquidation of the collateral by
                       the fund may be delayed or limited.
 
                       LOAN PARTICIPATIONS The fund may invest, subject to an
                       overall 10% limit on loans, in loan participations,
                       typically made by a syndicate of banks to U.S. and non-
                       U.S. corporate or governmental borrowers for a variety
                       of purposes. The underlying loans may be secured or
                       unsecured, and will vary in term and legal structure.
                       When purchasing such instruments the fund may assume
                       the credit risks associated with the original bank
                       lender as well as the credit risks associated with the
                       borrower. Investments in loan participations present
                       the possibility that the fund could be held liable as a
                       co-lender under emerging legal theories of lender lia-
                       bility. In addition, if the loan is foreclosed, the
                       fund could be part owner of any collateral, and could
                       bear the costs and liabilities of owning and disposing
                       of the collateral. Loan participations are generally
                       not rated by major rating agencies and may not be pro-
                       tected by the securities laws. Also, loan participa-
                       tions are generally considered to be illiquid.
 
                       PRIVATE PLACEMENTS Private placements may be either
                       purchased from another institutional investor that
                       originally acquired the securities in a private place-
                       ment or directly from the issuers of the securities.
                       Generally, securities acquired in private placements
                       are subject to contractual restrictions on resale and
                       may not be resold except pursuant to a registration
                       statement under the Securities Act of 1933 or in reli-
                       ance upon an exemption from the registration require-
                       ments under the Act, for example, private placements
                       sold pursuant to Rule 144A. Accordingly, any such obli-
                       gation will be deemed illiquid unless it has been spe-
                       cifically determined to be liquid under procedures
                       adopted by the fund's board of directors, and the fund
                       may incur certain additional costs in disposing of such
                       securities.
 
                       In determining whether these securities are liquid,
                       factors such as the frequency and volume of trading and
                       the commitment of dealers to make
 
8
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       markets will be considered. Additionally, the liquidity
                       of any particular security will depend on such factors
                       as the availability of "qualified" institutional in-
                       vestors and the extent of investor interest in the se-
                       curity, which can change from time to time.
 
                       INVERSE FLOATING RATE NOTES The fund may invest to a
                       limited extent in inverse floating rate notes (a type
                       of derivative instrument). These notes have rates that
                       move in the opposite direction of prevailing interest
                       rates; thus, a change in prevailing interest rates will
                       often result in a greater change in the instruments'
                       interest rates. As a result, these instruments may have
                       a greater degree of volatility than other types of in-
                       terest-bearing securities.
 
                       MATURITY The maturity composition of the fund's portfo-
                       lio of fixed-income securities will be adjusted in re-
                       sponse to market conditions and expectations. There are
                       no restrictions on the maturity composition of the
                       portfolio, although it is anticipated that the fund
                       normally will be invested substantially in intermedi-
                       ate-term (3 to 10 years to maturity) and long-term
                       (over 10 years to maturity) securities.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolios of the managed funds are divided
                       into segments which are usually managed by individual
                       counselors. Each counselor decides how the segment will
                       be invested (within the limits provided by the fund's
                       objective and policies and by Capital Research and
                       Management Company's investment committee). In
                       addition, Capital Research and Management Company's
                       research professionals make investment decisions with
                       respect to a portion of the fund's portfolio segments.
                       The primary individual portfolio counselors for the
                       fund are listed below.
 
 
<TABLE>
<CAPTION>
                                                                                     YEARS OF EXPERIENCE AS
                                                                                     INVESTMENT PROFESSIONAL
                                                                                        (APPROXIMATE)
                                                               YEARS OF
                                                            EXPERIENCE AS              WITH CAPITAL
                                                              PORTFOLIO                RESEARCH AND
      PORTFOLIO                                             COUNSELOR FOR               MANAGEMENT
    COUNSELORS FOR                                          THE BOND FUND               COMPANY OR
    THE BOND FUND                                             OF AMERICA                   ITS          TOTAL
      OF AMERICA           PRIMARY TITLE(S)                 (APPROXIMATE)               AFFILIATES      YEARS
- -----------------------------------------------------------------------------------------------------------------
  <C>                  <S>                         <C>                               <C>             <C>
  Abner D. Goldstine   President and Director      Since the fund began operations       28 years      43 years
                       of the fund. Senior Vice    in 1974
                       President and Director,
                       Capital Research and
                       Management Company
- -----------------------------------------------------------------------------------------------------------------
  Richard T. Schotte   Senior Vice President of    17 years                              17 years     28 years
                       the fund. Senior Vice
                       President, Capital
                       Research and Management
                       Company
- -----------------------------------------------------------------------------------------------------------------
  John H. Smet         Vice President of the       6 years                               12 years     13 years
                       fund. Vice President,
                       Capital Research and
                       Management Company
- -----------------------------------------------------------------------------------------------------------------
</TABLE> 
 
   The fund began operations on May 28, 1974.
 
                                                                              9
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
 INVESTMENT RESULTS   The fund may from time to time compare its investment
                      results to various indices or other mutual funds in re-
       The fund has   ports to shareholders, sales literature and advertise-
   averaged a total   ments. The results may be calculated on a total return
      return (at no   and/or yield basis for various periods, with or without
   sales charge) of   sales charges. Results calculated without a sales charge
 10.29% a year over   will be higher. Total returns assume the reinvestment of
       its lifetime   all dividends and capital gain distributions.
      (May 28, 1974 
   through December   The fund's yield and the average annual total returns    
         31, 1994).   are calculated in accordance with Securities and         
                      Exchange Commission requirementswith no sales charge.    
                      The fund's yield for the 30-day period endedDecember 31, 
                      1994 was 8.35%. The fund's total return over the past 12 
                      months and average annual total returns over the past     
                      five-year and ten-year periods, as of December 31, 1994,
                      were -5.02%, 8.57% and 10.58%, respectively. Of course,
                      past results are not an indication of future results.
                      Further information regarding the fund's investment
                      results is contained in the fund's annual report which
                      may be obtained without charge by writing to the
                      Secretary of the fund at the address indicated on the
                      cover of this prospectus.
 
         DIVIDENDS,   DIVIDENDS AND DISTRIBUTIONS The fund declares dividends
  DISTRIBUTIONS AND   from its net investment income daily and distributes the
              TAXES   accrued dividends to shareholders each month. Dividends
                      begin accruing one day after payment for shares is re-
             Income   ceived by the fund or American Funds Service Company.
  distributions are   All capital gains, if any, are distributed annually,
   made each month.   usually in December. When a capital gain is declared,
                      the net asset value per share is reduced by the amount
                      of the payment.
 
                      The terms of your plan will govern how your plan may
                      receive distributions from the fund. Generally, periodic
                      distributions from the fund to your plan are reinvested
                      in additional fund shares, although your plan may permit
                      fund distributions from net investment income to be
                      received by you in cash while reinvesting capital gains
                      distributions in additional shares or all fund
                      distributions to be received in cash. Unless you select
                      another option, all distributions will be reinvested in
                      additional fund shares.
 
                      FEDERAL TAXES The fund intends to operate as a "regu-
                      lated investment company" under the Internal Revenue
                      Code. For any fiscal year in which the fund so qualifies
                      and distributes to shareholders all of its net invest-
                      ment income and net capital gains, the fund itself is
                      relieved of federal income tax. The tax treatment of re-
                      demptions from a retirement plan may differ from redemp-
                      tions from an ordinary shareholder account.
 
                      Please see the statement of additional information and
                      your tax adviser for further information.
 
10
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
               FUND    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
       ORGANIZATION    end, diversified management investment company, was or-
     AND MANAGEMENT    ganized as a Maryland corporation in 1973. The fund's
                       board supervises fund operations and performs duties
      The fund is a    required by applicable state and federal law. Members
      member of The    of the board who are not employed by Capital Research
     American Funds    and Management Company or its affiliates are paid cer-
    Group, which is    tain fees for services rendered to the fund as de-
  managed by one of    scribed in the statement of additional information.
    the largest and    They may elect to defer all or a portion of these fees
   most experienced    through a deferred compensation plan in effect for the
         investment    fund. Shareholders have one vote per share owned and,
          advisers.    at the request of the holders of at least 10% of the
                       shares, the fund will hold a meeting at which any mem-
                       ber of the board could be removed by a majority vote.
                       There will not usually be a shareholder meeting in any
                       year except, for example, when the election of the
                       board is required to be acted upon by shareholders un-
                       der the Investment Company Act of 1940.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los Ange-
                       les, CA 90071 and at 135 South State College Boulevard,
                       Brea, CA 92621. Capital Research and Management Company
                       manages the investment portfolio and business affairs
                       of the fund and receives a fee at the annual rate of
                       0.30% on the first $60 million of the fund's net as-
                       sets, plus 0.21% on net assets in excess of $60 million
                       to $1 billion, plus 0.18% on assets over $1 billion to
                       $3 billion, plus 0.16% on assets over $3 billion, plus
                       3% of the first $5.4 million of annual gross income,
                       plus 2.25% of annual gross income over $5.4 million.
                       Assuming net assets of $5 billion and gross investment
                       income levels of 8%, 9%, 10%, 11%, 12% and 13%, manage-
                       ment fees would be .36%, .38%, .40%, .43%, .45% and
                       .47%, respectively.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendations
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.)
 
                                                                             11
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       PORTFOLIO TRANSACTIONS Orders for the fund's portfolio
                       securities transactions are placed by Capital Research
                       and Management Company, which strives to obtain the
                       best available prices, taking into account the costs
                       and quality of executions. Fixed-income securities are
                       generally traded on a "net" basis with a dealer acting
                       as principal for its own account without a stated com-
                       mission, although the price of the security usually in-
                       cludes a profit to the dealer. In underwritten offer-
                       ings, securities are usually purchased at a fixed price
                       which includes an amount of compensation to the under-
                       writer, generally referred to as the underwriter's con-
                       cession or discount. On occasion, securities may be
                       purchased directly from an issuer, in which case no
                       commissions or discounts are paid.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and execu-
                       tions, preference may be given to brokers that have
                       sold shares of the fund or have provided investment re-
                       search, statistical, and other related services for the
                       benefit of the fund and/or of other funds served by
                       Capital Research and ManagementCompany.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors is located
                       at 333 South Hope Street, Los Angeles, CA 90071, 135
                       South State College Boulevard, Brea, CA 92621, 8000 IH-
                       10 West, San Antonio, TX 78230, 8332 Woodfield Crossing
                       Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood
                       Road, Norfolk, VA 23513. Telephone conversations with
                       American Funds Distributors may be recorded or moni-
                       tored for verification, recordkeeping and quality as-
                       surance purposes.
 
                       PLAN OF DISTRIBUTION The fund has a plan of distribu-
                       tion or "12b-1 Plan" under which it may finance activi-
                       ties primarily intended to sell shares, provided the
                       categories of expenses are approved in advance by the
                       board and the expenses paid under the plan were in-
                       curred within the last 12 months and accrued while the
                       plan is in effect. Expenditures by the fund under the
                       plan may not exceed 0.25% of its average net assets an-
                       nually (all of which may be for service fees).
 
                       TRANSFER AGENT American Funds Service Company, 800/421-
                       0180, a wholly owned subsidiary of Capital Research and
                       ManagementCompany, is the transfer agent and performs
                       shareholder service functions. American Funds Service
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071, 135 South State College Boulevard,
                       Brea, CA 92621, 8000 IH-10 West, San Antonio, TX 78230,
                       8332 Woodfield Crossing Boulevard, Indianapolis, IN
                       46240, and 5300 Robin Hood Road, Norfolk, VA 23513. It
                       was paid a fee of $3,751,000 for the fiscal year ended
                       December 31, 1994. Telephone conversations with
                       American Funds Service Company may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
12
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
         PURCHASING    ALL ORDERS TO PURCHASE SHARES MUST BE MADE THROUGH YOUR
             SHARES    RETIREMENT PLAN. FOR MORE INFORMATION ABOUT HOW TO
                       PURCHASE SHARES OF THE FUND THROUGH YOUR PLAN OR
                       LIMITATIONS ON THE AMOUNT THAT MAY BE PURCHASED, PLEASE
                       CONSULT WITH YOUR EMPLOYER. Shares are sold to eligible
                       retirement plans at the net asset value per share next
                       determined after receipt of an order by the fund or
                       American Funds Service Company. Orders must be received
                       before the close of regular trading on the New York
                       Stock Exchange in order to receive that day's net asset
                       value. Plans of organizations with collective
                       retirement plan assets of $100 million or more may
                       purchase shares at net asset value. In addition, any
                       defined contribution plan qualified under Section
                       401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees or
                       any other plan that invests at least $1 million in
                       shares of the fund (or in combination with shares of
                       other funds in The American Funds Group other than the
                       money market funds) may purchase shares at net asset
                       value; however, a contingent deferred sales charge of
                       1% is imposed on certain redemptions within one year of
                       such purchase. (See "Redeeming Shares--Contingent
                       Deferred Sales Charge.") Plans may also qualify to
                       purchase shares at net asset value by completing a
                       statement of intention to purchase $1 million in fund
                       shares subject to a commission over a maximum of 13
                       consecutive months. Certain redemptions of such shares
                       may also be subject to a contingent deferred sales
                       charge as described above. (See the statement of
                       additional information.)
 
                       American Funds Distributors, at its expense, (from a
                       designated percentage of its income), will provide
                       additional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the fund or other funds
                       in The American Funds Group. The incentive payments
                       will be based on a pro rata share of a qualifying
                       dealer's sales.
 
                       Qualified dealers currently are paid a continuing serv-
                       ice fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund Organi-
                       zation and Management--Plan of Distribution.") These
                       services include processing purchase and redemption
                       transactions, establishing shareholder accounts and
                       providing certain information and assistance with re-
                       spect to the fund.
 
                       Shares of the fund are offered to other shareholders
                       pursuant to another prospectus at public offering
                       prices that may include an initial sales charge.
 
                       SHARE PRICE Shares are offered to eligible retirement
                       plans at the net asset value after the order is
                       received by the fund or American Funds Service Company.
                       In the case of orders sent directly to the fund or
                       American Funds Service Company, an investment dealer
                       must be indicated. Dealers are responsible for promptly
                       transmitting orders. (See the statement of additional
                       information under "Purchase of Shares--Price of
                       Shares.")
 
                                                                             13
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       The fund's net asset value per share is determined as
                       of the close of trading (currently 4:00 p.m., New York
                       time) on each day the New York Stock Exchange is open.
                       The current value of the fund's total assets, less all
                       liabilities, is divided by the total number of shares
                       outstanding and the result, rounded to the nearer cent,
                       is the net asset value per share.
 
        SHAREHOLDER    Subject to any restrictions contained in your plan, you
           SERVICES    can exchange your shares for shares of other funds in
                       The American Funds Group which are offered through the
                       plan at net asset value. In addition, again depending
                       on your plan, you may be able to exchange shares
                       automatically orcross-reinvest dividends in shares of
                       other funds. Contact your plan administrator/trustee
                       regarding how to use these services. Also, see the
                       fund's statement of additional information for a
                       description of these and other services that may be
                       available through your plan. These services are
                       available only in states where the fund to be purchased
                       may be legally offered and may be terminated or
                       modified at any time upon 60 days' written notice.
 
   REDEEMING SHARES    Subject to any restrictions imposed by your plan, you
                       can sell your shares through the plan to the fund any
                       day the New York Stock Exchange is open. For more
                       information about how to sell shares of the fund
                       through your retirement plan, including any charges
                       that may be imposed by the plan, please consult with
                       your employer.
                       -------------------------------------------------------- 
                        By               Your plan administrator/trustee must
                        contacting       send a letter of instruction
                        your plan        specifying the name of the fund, the
                        administrator/   number of shares or dollar amount to
                        trustee          be sold, and, if applicable, your
                                         name and account number. For your
                                         protection, if you redeem more than
                                         $50,000, the signatures of the
                                         registered owners or their legal
                                         representatives must be guaranteed by
                                         a bank, savings association, credit
                                         union, or member firm of a domestic
                                         stock exchange or the National
                                         Association of Securities Dealers,
                                         Inc., that is an eligible guarantor
                                         institution. Your plan
                                         administrator/trustee should verify
                                         with the institution that it is an
                                         eligible guarantor prior to signing.
                                         Additional documentation may be
                                         required to redeem shares from
                                         certain accounts. Notarization by a
                                         Notary Public is not an acceptable
                                         signature guarantee.
                       --------------------------------------------------------
                        By               Shares may also be redeemed through
                        contacting       an investment dealer; however, you or
                        an               your plan may be charged for this
                        investment       service. SHARES HELD FOR YOU IN AN
                        dealer           INVESTMENT DEALER'S STREET NAME MUST
                                         BE REDEEMED THROUGH THE DEALER.
 
14
 
<PAGE>
 
- -------------------------------------------------------------------------------
   
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER AND ALL
                       REQUIRED DOCUMENTATION ARE RECEIVED BY THE FUND OR
                       AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; and for redemptions in connection with loans
                       made by qualified retirement plans.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under "Pur-
                       chasing Shares--Share Price." Because the fund's net
                       asset value fluctuates, reflecting the market value of
                       the portfolio, the amount you receive for shares re-
                       deemed may be more or less than the amount paid for
                       them.
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper redemp-
                       tion request.
 
                       [RECYCLE LOGO]  This prospectus has been printed on
                                       recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency
 
 
 
                                                                             15
 
<PAGE>
 
      ----------------------------------------------------------
        THIS PROSPECTUS RELATES ONLY TO SHARES OF THE FUND
        OFFERED WITHOUT A SALES CHARGE TO ELIGIBLE RETIREMENT
        PLANS. FOR A PROSPECTUS REGARDING SHARES OF THE FUND
        TO BE ACQUIRED OTHERWISE, CONTACT THE SECRETARY OF
        THE FUND AT THE ADDRESS INDICATED ON THE FRONT.
      ----------------------------------------------------------
 
                         THE BOND FUND OF AMERICA, INC.
                   PART B
STATEMENT OF ADDITIONAL INFORMATION
                                 MARCH 1, 1995
 This document is not a prospectus but should be read in conjunction with the
current Prospectus of The Bond Fund of America, Inc. (the "fund") dated March
1, 1995.  The Prospectus may be obtained from your investment dealer or
financial planner or by writing to the fund at the following address:
The Bond Fund of America, Inc.
Attention: Secretary
333 South Hope Street
Los Angeles, CA  90071
(213) 486-9200
 The fund has two forms of prospectuses.  Each reference to the prospectus in
this Statement of Additional Information includes both of the fund's
prospectuses.  Shareholders who purchase shares at net asset value through
eligible retirement plans should note that not all of the services or features
described below may be available to them, and they should contact their
employer for details. 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
ITEM                                                            PAGE NO.     
 
<S>                                                             <C>          
DESCRIPTION OF CERTAIN SECURITIES                                2           
 
INVESTMENT RESTRICTIONS                                          5           
 
FUND OFFICERS AND DIRECTORS                                      7           
 
MANAGEMENT                                                      10           
 
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES                      12           
 
PURCHASE OF SHARES                                              15           
 
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES                     17           
 
REDEMPTION OF SHARES                                            18           
 
EXECUTION OF PORTFOLIO TRANSACTIONS                             18           
 
GENERAL INFORMATION                                             19           
 
INVESTMENT RESULTS                                              20           
 
DESCRIPTION OF BOND RATINGS                                     25           
 
FINANCIAL STATEMENTS                                            ATTACHED     
 
</TABLE>
 
                       DESCRIPTION OF CERTAIN SECURITIES 
CERTAIN RISK FACTORS RELATING TO HIGH-YIELD, HIGH-RISK BONDS
SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES - High-yield, high-risk bonds
can be sensitive to adverse economic changes and corporate developments. 
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress that would adversely
affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional
financing.  If the issuer of a bond defaulted on its obligations to pay
interest or principal or entered into bankruptcy proceedings, the fund may
incur losses or expenses in seeking recovery of amounts owed to it.  In
addition, periods of economic uncertainty and changes can be expected to result
in increased volatility of market prices and yields of high-yield, high-risk
bonds.
PAYMENT EXPECTATIONS - High-yield, high-risk bonds may contain redemption or
call provisions.  If an issuer exercised these provisions in a declining
interest rate market, the fund would have to replace the security with a lower
yielding security, resulting in a decreased return for investors.  Conversely,
a high-yield, high-risk bond's value will decrease in a rising interest rate
market, as will the value of the fund's assets.
LIQUIDITY AND VALUATION - There may be little trading in the secondary market
for particular bonds, which may affect adversely the fund's ability to value
accurately or dispose of such bonds.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high-yield, high-risk bonds, especially in a thin
market.
DOWNGRADE POLICY - The fund is not normally required to dispose of a security
in the event that its rating is reduced to Ba or below by Moody's Investors,
Inc. or BB or below by Standard & Poors Corporation (or it is not rated and its
quality becomes equivalent to such a security).  The fund, however, has no
current intention to hold 35% or more of its net assets in these securities
(also known as "high-yield, high-risk" or "junk" bonds).
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION CERTIFICATES - Certificates issued by
the Government National Mortgage Association ("GNMA") are mortgage-backed
securities representing part ownership of a pool of mortgage loans, which are
issued by lenders such as mortgage bankers, commercial banks and savings and
loan associations, and are either insured by the Federal Housing Administration
or guaranteed by the Veterans Administration.  A pool of these mortgages is
assembled and, after being approved by GNMA, is offered to investors through
securities dealers.  The timely payment of interest and principal on each
mortgage is guaranteed by GNMA and backed by the full faith and credit of the
U.S. Government.  
 Principal is paid back monthly by the borrower over the term of the loan. 
Reinvestment of prepayments may occur at higher or lower rates than the
original yield on the certificates.  Due to the prepayment feature and the need
to reinvest prepayments of principal at current market rates, GNMA certificates
can be less effective than typical bonds of similar maturities at "locking in"
yields during periods of declining interest rates.  GNMA certificates typically
appreciate or decline in market value during periods of declining or rising
interest rates, respectively.  Due to the regular repayment of principal and
the prepayment feature, the effective maturities of mortgage pass-through
securities are shorter than stated maturities, will vary based on market
conditions and cannot be predicted in advance.  The effective maturities of
newly-issued GNMA certificates backed by relatively new loans at or near the
prevailing interest rates are generally assumed to range between approximately
9 and 12 years.
FNMA AND FHLMC MORTGAGE-BACKED OBLIGATIONS - FNMA, a federally chartered and
privately-owned corporation, issues pass-through securities representing
interests in a pool of conventional mortgage loans.  FNMA guarantees the timely
payment of principal and interest but this guarantee is not backed by the full
faith and credit of the U.S. Government. 
 FHLMC, a corporate instrumentality of the U.S. Government, issues
participation certificates which represent an interest in a pool of
conventional mortgage loans.  FHLMC guarantees the timely payment of interest
and the ultimate collection of principal, and maintains reserves to protect
holders against losses due to default, but the certificates are not backed by
the full faith and credit of the U.S. Government.  
 As is the case with GNMA certificates, the actual maturity of and realized
yield on particular FNMA and FHLMC pass-through securities will vary based on
the prepayment experience of the underlying pool of mortgages.
OTHER MORTGAGE-RELATED SECURITIES - The fund may invest in mortgage-related
securities issued by financial institutions such as commercial banks, savings
and loan associations, mortgage bankers and securities broker-dealers (or
separate trusts or affiliates of such institutions established to issue these
securities).  These securities include mortgage pass-through certificates,
collateralized mortgage obligations (including real estate mortgage investment
conduits as authorized under the Internal Revenue Code of 1986) (CMOs) or
mortgage-backed bonds.  Each class of bonds in a CMO series may have a
different maturity, bear a different coupon, and have a different priority in
receiving payments.  All principal payments, both regular principal payments as
well as any prepayment of principal, are passed through to the holders of the
various CMO classes dependent on the characteristics of each class. In some
cases, all  payments are passed through first to the  holders of the class with
the shortest stated maturity until it is completely retired.  Thereafter,
principal payments are passed through to the next class of bonds in the series,
until all the classes have been paid off.  In other cases, payments are passed
through to holders of whichever class first has the shortest effective maturity
at the time payments are made.   As a result, an acceleration in the rate of
prepayments that may be associated with declining interest rates shortens the
expected life of each class.  The impact of an acceleration in prepayments
affects the expected life of each class differently depending on the unique
characteristics of that class.  In the case of some CMO series, each class may
receive a differing proportion of the monthly interest and principal repayments
on the underlying collateral.  In these series the classes would be more
affected by an acceleration (or slowing) in the rate of prepayments than CMOs
which share principal and interest proportionally.
 Mortgage-backed bonds are general obligations of the issuer fully
collateralized directly or indirectly by a pool of mortgages.  The mortgages
serve as collateral for the issuer's payment obligations on the bonds, but
interest and principal payments on the mortgages are not passed through either
directly (as with GNMA certificates and FNMA and FHLMC pass-through securities)
or on a modified basis (as with CMO's).  Accordingly, a change in the rate of
prepayments on the pool of mortgages could change the effective maturity of a
CMO but not that of a mortgage-backed bond (although, like many bonds,
mortgage-backed bonds can provide that they are callable by the issuer prior to
maturity).
OTHER ASSET-BACKED SECURITIES - The fund may invest in bonds or notes backed by
loan paper or accounts receivable originated by banks, credit card companies,
or other providers of credit.  These securities are often "enhanced" by a bank
letter of credit or by insurance coverage provided by an institution other than
the issuer; such an enhancement typically covers only a portion of the par
value until exhausted.  Generally, the originator of the loan or accounts
receivable paper sells it to a specially created trust, which repackages it as
securities with a term of five years or less.  Examples of these types of
securities include "certificates for automobile receivables" and bonds backed
by credit card loan receivables.  The loans underlying these securities are
subject to prepayments which can decrease maturities and returns.  The values
of these securities are ultimately dependent upon payment of the underlying
loans by individuals, and the holders generally have no recourse against the
originator of the loans.  Holders of these securities may experience losses or
delays in payment if the original payments of principal and interest are not
made to the trust with respect to the underlying loans.  The values of these
securities also may fluctuate due to changes in the market perception of the
creditworthiness of the servicing agent for the loan pool, the originator of
the loan, or the financial institution providing the credit enhancement.
CURRENCY TRANSACTIONS - The fund has the ability to hold a portion of its
assets in various currencies and to enter into forward currency contracts to
protect against changes in currency exchange rates.  A forward currency
contract is an obligation to purchase or sell a specific currency at a future
date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract.  The
fund might purchase a currency or enter into a forward purchase contract for
the currency to preserve the U.S. dollar price of securities it has the
authority to purchase or has contracted to purchase.  Alternatively, it might
sell a currency on either a spot or forward basis to hedge against an
anticipated decline in the U.S. dollar value of securities in its portfolio or
which it intends or has contracted to sell.  Although this strategy could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain which might result from an increase in
the value of the currency.  
LOANS OF PORTFOLIO SECURITIES - Although the fund has no current intention of
doing so during the next 12 months, the fund is authorized to lend portfolio
securities to selected securities dealers or to other institutional investors
whose financial condition is monitored by Capital Research and Management
Company (the "Investment Adviser").  The borrower must maintain with the fund's
custodian collateral consisting of cash, cash equivalents or U.S. Government
securities equal to at least 100% of the value of the borrowed securities, plus
any accrued interest.  The Investment Adviser will monitor the adequacy of the
collateral on a daily basis.  The fund may at any time call a loan of its
portfolio securities and obtain the return of the loaned securities.  The fund
will receive any interest paid on the loaned securities and a fee or a portion
of the interest earned on the collateral.  The fund will limit its loans of
portfolio securities to an aggregate of one-third of the value of its total
assets, measured at the time any such loan is made.
PORTFOLIO TRADING - The fund intends to engage in portfolio trading when it is
believed that the sale of a security owned by the fund and the purchase of
another security of better value can enhance principal and/or increase income. 
A security may be sold to avoid any prospective decline in market value in
light of what is evaluated as an expected rise in prevailing yields, or a
security may be purchased in anticipation of a market rise (a decline in
prevailing yields).  A security also may be sold and a comparable security
purchased coincidentally in order to take advantage of what is believed to be a
disparity in the normal yield and price relationship between the two
securities, or in connection with a "roll" transaction as described in the
Prospectus under "Certain Securities and Investment Techniques."
INVERSE FLOATING RATE NOTES - Although the fund has no current intention of
doing so during the next 12 months, the fund is authorized to invest up to 1.5%
of the fund's net assets in inverse floating rate notes (a type of derivative
instrument).  These notes have rates that move in the opposite direction of
prevailing interest rates; thus, a change in prevailing interest rates will
often result in a greater change in the instruments' interest rates.  As a
result, these instruments may have a greater degree of volatility than other
types of interest-bearing securities.
STRATEGIC PORTFOLIO ADJUSTMENT - The composition of the fund's portfolio will
change from time to time primarily in response to expected changes in interest
rates and in the yield relationships among sectors of the fixed-income market. 
The Investment Adviser continually monitors the creditworthiness of companies,
the price and yield relationships among different sections of the debt market
and the outlook for interest rates in general and in particular parts of the
debt market.  Yield relationships among securities of various types of issuers,
maturities, coupon rates or quality ratings frequently change in response to
changing supply-demand influences in the market.  When it appears to the
Investment Adviser that the yield relationships may change, the composition of
the portfolio may be adjusted, should such changes offer the opportunity to
further the fund's investment objective.  Changes may also be made if the
Investment Adviser believes that there is a temporary disparity among
individual securities of comparable characteristics.  Some such changes may
result in short-term gains or losses to the fund.  This information, which is
shared among the Investment Adviser's other departments and its affiliates,
makes up a part of the Investment Adviser's investment decisions.
PORTFOLIO TURNOVER - Portfolio changes will be made without regard to the
length of time particular investments may have been held.  High portfolio
turnover involves correspondingly greater transaction costs in the form of
dealer spreads or brokerage commissions, and may result in the realization of
net capital gains, which are taxable when distributed to shareholders. 
Fixed-income securities are generally traded on a net basis and usually neither
brokerage commissions nor transfer taxes are involved.  The fund does not
anticipate its portfolio turnover to exceed 100% annually.  The fund's
portfolio turnover rate would equal 100% if each security in the fund's
portfolio were replaced once per year. See "Financial Highlights" in the
Prospectus for the fund's portfolio turnover for each of the last 10 years.
OTHER POLICIES - The fund may not make direct purchases of common or preferred
stocks or warrants or rights to acquire such common or preferred stocks.  The
fund may invest in debt securities which are convertible into or exchangeable
for or which carry warrants or rights to purchase common stock or other equity
interests.  Equity interests acquired through such conversion, exchange or
exercise will be disposed of by the fund as soon as it may feasibly be done in
an orderly manner.
                            INVESTMENT RESTRICTIONS
 The fund has adopted certain additional investment restrictions which may not
be changed without approval of the holders of a majority of its outstanding
shares.  Such majority is defined by the 1940 Act as the vote of the lesser of
(i) 67% or more of the outstanding voting securities present at a meeting, if
the holders of more than 50% of the outstanding voting securities are present
in person or by proxy, or (ii) more than 50% of the outstanding voting
securities.  These restrictions provide that the fund may not:
 1.  Purchase any security (other than securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities) if, immediately after and
as a result of such investment (a) more than 5% of the value of the fund's
total assets would be invested in securities of the issuer; or (b) the fund
would hold more than 10% of the voting securities of the issuer; or (c) 25% or
more of the value of the fund's assets would be invested in a single industry. 
Each of the electric utility, natural gas distribution, natural gas pipeline,
combined electric and natural gas utility, and telephone industries shall be
considered as a separate industry for this purpose;
 2. Invest in companies for the purpose of exercising control or management;
 3. Knowingly purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization;
 4. Buy or sell real estate in the ordinary course of its business; however,
the fund may invest in debt securities secured by real estate or interests
therein or issued by companies, including real estate investment trusts, which
invest in real estate or interests therein;
 5. Buy or sell commodities or commodity contracts in the ordinary course of
its business, provided, however, that this shall not prohibit the fund from
purchasing or selling currencies including forward currency contracts;
 6. Invest more than 15% of the value of its net assets in securities that are
illiquid;
 7. Engage in the business of underwriting of securities of other issuers,
except to the extent that the disposal of an investment position may
technically constitute the fund an underwriter as that term is defined under
the Securities Act of 1933;
 8. Make loans in an aggregate amount in excess of 10% of the value of the
fund's total assets, taken at the time any loan is made, provided, (i) that the
purchase of debt securities pursuant to the fund's investment objectives and
entering into repurchase agreements maturing in seven days or less shall not be
deemed loans for the purposes of this restriction, and (ii) that loans of
portfolio securities as described under "Loans of Portfolio Securities," shall
be made only in accordance with the terms and conditions therein set forth;
 9. Sell securities short, except to the extent that the fund contemporaneously
owns or has the right to acquire at no additional cost securities identical to
those sold short;
 10. Purchase securities at margin;
 11. Borrow money except from banks for temporary or emergency purposes, not in
excess of 5% of the value of the fund's total assets;
 12. Mortgage, pledge, or hypothecate any of its assets;
 13. Purchase or retain the securities of any issuer, if those individual
officers and directors of the fund, its investment adviser, or distributor,
each owning beneficially more than 1/2 of 1% of the securities of such issuer,
together own more than 5% of the securities of such issuer;
 The fund has adopted the following non-fundamental investment policies, which
may be changed by action of the Board of Directors without shareholder
approval:  (a) the fund will not invest more than 5% of its total assets in
securities of companies having, together with their predecessors, a record of
less than three years of continuous operation, and (b) the fund will not
purchase partnership interests or invest in leases to develop, or explore for,
oil, gas or minerals.
 Notwithstanding Investment Restriction #3, the fund may invest in securities
of other managed investment companies if deemed advisable by its officers in
connection with the administration of a deferred compensation plan adopted by
Directors pursuant to an exemptive order granted by the Securities and Exchange
Commission.
                          FUND OFFICERS AND DIRECTORS
Directors and Director Compensation 
(with their principal occupations during the past five years)#
 
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE       POSITION WITH   PRINCIPAL OCCUPATION(S) DURING   AGGREGATE          TOTAL COMPENSATION    TOTAL NUMBER  
 
                            REGISTRANT    PAST 5 YEARS (POSITIONS WITHIN THE   COMPENSATION       FROM ALL FUNDS        OF FUND     
  
                                          ORGANIZATIONS LISTED MAY HAVE   (INCLUDING         MANAGED BY CAPITAL    BOARDS/2/ ON   
                                          CHANGED DURING THIS PERIOD)   VOLUNTARILY DEFERRED   RESEARCH AND          WHICH          
                                                                      COMPENSATION/1/) FROM   MANAGEMENT COMPANY/2/   DIRECTOR      
 
                                                                      FUND DURING FISCAL                         SERVES         
                                                                      YEAR ENDED 12/31/94                                         
 
<S>                         <C>           <C>                         <C>                <C>                   <C>            
++ H. Frederick Christie    Director      Private Investor.  The Mission                                                           
 P. O. Box 144                            Group (non-utility holding   $6,000             $135,583              18             
 Palos Verdes, CA 90274                   Company, subsidiary of Southern                                                           
 Age: 61                                  California Edison Company),                                                           
                                          former President and Chief                                                           
                                          Executive Officer                                                                   
 
 Diane C. Creel             Director      Chairwoman, CEO and President,                                                           
 100 W. Broadway                          The Earth Technology Corporation   533                7200                  10            
 
 Suite 5000                                                                                                                   
 Long Beach, CA 90802                                                                                                         
 Age: 46                                                                                                                      
 
 Martin Fenton, Jr.         Director      Chairman, Senior Resource Group                                                   
 4350 Executive Drive                     (management of senior living      5,600    /3/    93,050                15             
 Suite 101                                centers)                                                                            
 San Diego, CA  92123                                                                                                         
 Age: 59                                                                                                                      
 
 Leonard R. Fuller          Director      President, Fuller & Company, Inc.                                                         
 
 4333 Admiralty Way                       (financial management consulting   533                7,200                 10            
 
 Suite 841 ETH                            firm)                                                                               
 Marina del Rey, CA                                                                                                           
90292                                                                                                                         
 Age: 48                                                                                                                      
 
+* Abner D. Goldstine       President, PEO    Capital Research and Management                                                       
   
 Age: 65                    and Director   Company, Senior Vice President   none/4/            none/4/               12             
                                          and Director                                                                        
 
+** Paul G. Haaga, Jr.      Chairman of    Capital Research and Management                                                          
 
 Age: 46                    the Board     Company, Senior Vice President   none/4/            none/4/               14             
                                          and Director                                                                        
 
 Herbert Hoover III         Director      Private Investor                                                                    
 200 S. Los Robles                                                    5,400              57,850                14             
Avenue                                                                                                                        
 Suite 520                                                                                                                    
 Pasadena, CA                                                                                                                 
91101-2431                                                                                                                    
 Age:  57                                                                                                                     
 
 Richard G. Newman          Director      Chairman, President and CEO,                                                   
 3250 Wilshire Boulevard                  AECOM Technology Corporation      5,600    /3/    42,050                12             
 Los Angeles, CA 90010-                   (architectural engineering)                                                           
1599                                                                                                                          
 Age:  50                                                                                                                     
 
 Peter C. Valli             Director      Chairman and CEO, BW/IP                                                     
 200 Oceangate Boulevard                  International Inc. (industrial      5,600    /3/    40,850                12             
 Suite 900                                manufacturing)                                                                      
 Long Beach, CA 90802                                                                                                         
 Age:  68                                                                                                                     
 
</TABLE>
 
+ Directors who are considered "interested persons as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), on the basis of their
affiliation with the fund's Investment Adviser, Capital Research and Management
Company.
++ May be deemed an "interested person" of the fund due to membership on the
board of directors of the parent company of a registered broker-dealer. 
* Address is 11100 Santa Monica Boulevard, Los Angeles, CA 90025.
** Address is 333 South Hope Street, Los Angeles, CA 90071
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Fund in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director. 
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, American Balanced Fund, Inc., American
High-Income Municipal Bond Fund, Inc., American High-Income Trust, American
Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management Trust of
America, Capital Income Builder, Inc., Capital World Growth and Income Fund,
Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California,  The Tax-Exempt Fund of
Maryland,  The Tax-Exempt Fund of Virginia,  The Tax-Exempt Money Fund of
America, The U. S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund, Inc.  Capital Research and
Management Company also manages American Variable Insurance Series and Anchor
Pathway Fund which serve as the underlying investment vehicle for certain
variable insurance contracts; and Bond Portfolio for Endowments, Inc. and
Endowments, Inc. whose shares may be owned only by tax-exempt organizations.
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the fund (plus earnings thereon) for participating Directors is as
follows:   Martin Fenton, Jr. ($5,804), Richard G. Newman ($5,752) and Peter C.
Valli ($5,737).  Amounts deferred and accumulated earnings thereon are not
funded and are general unsecured liabilities of the fund until paid to the
Director.
/4/ Paul G. Haaga, Jr. and Abner D. Goldstine are affiliated with the
Investment Adviser and, accordingly, receive no compensation from the Fund.
    OFFICERS
(with their principal occupations during the past five years)#
* RICHARD T. SCHOTTE, SENIOR VICE PRESIDENT.  Capital Research Company, Senior
Vice
  President
* JOHN H. SMET, VICE PRESIDENT. Capital Research and Management Company, Vice
  President 
** MARY C. CREMIN, VICE PRESIDENT AND TREASURER.  Capital Research and
Management
  Company, Senior Vice President - Fund Business Management Group 
*** MICHAEL J. DOWNER, VICE PRESIDENT.  Capital Research and Management
Company,
  Senior Vice President - Fund Business Management Group
***  JULIE F. WILLIAMS, SECRETARY.  Capital Research and Management Company, 
  Vice President - Fund Business Management Group
*** KIMBERLY S. VERDICK, ASSISTANT SECRETARY. Capital Research and Management
  Company, Compliance Associate.
OFFICERS (cont.)
** ANTHONY W. HYNES, Assistant Treasurer.  Capital Research and Management
  Company, Vice President - Fund Business Management Group 
          
# Positions within the organizations listed may have changed during this
period.
* Address is 11100 Santa Monica Boulevard, Los Angeles, CA 90025.
** Address is 135 South State College Boulevard, Brea, CA  92621.
***  Address is 333 South Hope Street, Los Angeles, CA  90071.
 The fund pays annual fees of $2850 to Directors who are not affiliated with
the Investment Adviser, plus $200 for each Board of Directors meeting attended,
plus $200 for each meeting attended as a member of a committee of the Board of
Directors.  The Directors may elect, on a voluntary basis, to defer all or a
portion of these fees through a deferred compensation plan in effect for the
fund.  The fund also reimburses certain expenses of the Directors who are not
affiliated with the Investment Adviser.  As of February 1, 1995, the officers
and Directors and their families, as a group, owned beneficially or of record
less than 1% of the outstanding shares of the fund.
                                   MANAGEMENT
INVESTMENT ADVISER - The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad, with a staff of professionals, many
of whom have a number of years of investment experience.  The Investment
Adviser's research professionals travel several million miles a year, making
more than 5,000 research visits in more than 50 countries around the world. 
The Investment Adviser believes that it is able to attract and retain quality
personnel.
 An affiliate of the Investment Adviser compiles indices for major stock
markets around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 The Investment Adviser is responsible for approximately $100 billion of
stocks, bonds and money market instruments and serve over five million
investors of all types throughout the world.  These investors include privately
owned businesses and large corporations, as well as schools, colleges,
foundations and other non-profit and tax-exempt organizations.
INVESTMENT ADVISORY AND SERVICE AGREEMENT -  The Investment Advisory and
Service Agreement (the "Agreement") between the fund and the Investment Adviser
will continue until October 31, 1995 unless sooner terminated and may be
renewed from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (i) the Board of Directors, or by
the vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities, and (ii) the vote of a majority of directors who are not parties to
the Agreement or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.  The Agreement provides that the Investment Adviser has no liability
to the fund for its acts or omissions in the performance of its obligations to
the fund not involving willful misconduct, bad faith, gross negligence or
reckless disregard of its obligations under the Agreement.  The Agreement also
provides that either party has the right to terminate it, without penalty, upon
60 days' written notice to the other party and that the Agreement automatically
terminates in the event of its assignment (as defined in the 1940 Act).
 The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform the executive, administrative, clerical and bookkeeping functions of
the fund, provides suitable office space and utilities, necessary small office
equipment and general purpose accounting forms, supplies, and postage used at
the offices of the fund.  The fund pays all expenses not assumed by the
Investment Adviser, including, but not limited to, custodian, stock transfer
and dividend disbursing fees and expenses; costs of the designing, printing and
mailing of reports, prospectuses, proxy statements, and notices to its
shareholders, taxes; expenses of the issuance and redemption of shares
(including stock certificates, registration and qualification fees and
expenses); legal and auditing expenses; compensation, fees, and expenses paid
to directors unaffiliated with the Investment Adviser; association dues; and
costs of stationery and forms prepared exclusively for the fund.
 The Investment Adviser has agreed to reduce the fee payable to it under the
agreement, (a) by the amount by which the ordinary operating expenses of the
fund for any fiscal year of the fund, excluding interest, taxes and
extraordinary expenses such as litigation, shall exceed the greater of (i) one
percent (1%) of the average month-end net assets of the fund for such fiscal
year, or (ii) ten percent (10%) of the fund's gross investment income, and (b)
by any additional amount necessary to assure that such ordinary operating
expenses of the fund in any year after such reduction do not exceed the lesser
of (i) one and one-half percent (1 1/2%) of the first $30 million of average
month-end net assets of the fund, plus one percent (1%) of the average
month-end net assets in excess thereof or (ii) twenty-five percent (25%) of the
fund's gross investment income.  
 During the fiscal years ended December 31, 1994, 1993, and 1992, the
Investment Adviser's total fees amounted to $18,755,000, $17,170,000, and
$13,243,000, respectively.  
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the principal underwriter of the fund's shares.  The fund has
adopted a Plan of Distribution (the "Plan"), pursuant to rule 12b-1 under the
1940 Act (see "Principal Underwriter" in the Prospectus).  The Principal
Underwriter receives amounts payable pursuant to the Plan (see below) and
commissions consisting of that portion of the sales charge remaining after the
discounts which it allows to investment dealers.  Commissions retained by the
Principal Underwriter on sales of fund shares during the fiscal year ended
December 31, 1994 amounted to $4,561,902 after allowance of $19,570,842 to
dealers.  During the fiscal years ended December 31, 1992 and 1991 the
Principal Underwriter retained $8,418,631 and $7,091,000,  respectively.
 As required by rule 12b-1, the Plan (together with the Principal Underwriting
Agreement) has been approved by the full Board of Directors and separately by a
majority of the Directors who are not "interested persons" of the fund and who
have no direct or indirect financial interest in the operation of the Plan or
the Principal Underwriting Agreement, and the Plan has been approved by the
vote of a majority of the outstanding voting securities of the fund.  The
officers and directors who are "interested persons" of the fund due to present
or past affiliations with the investment adviser and related companies may be
considered to have a direct or indirect financial interest in the operation of
the Plan.  Potential benefits of the plan to the fund include improved
shareholder services, savings to the fund in transfer agency costs, savings to
the fund in advisory fees and other expenses, benefits to the investment
process from growth or stability of assets and maintenance of a financially
healthy management organization.  The selection and nomination of Directors who
are not "interested persons" of the fund is committed to the discretion of the
Directors who are not "interested persons" during the existence of the Plan. 
The Plan is reviewed quarterly and must be renewed annually by the Board of
Directors.  
 Under the Plan the fund may expend up to 0.25% of its average net assets
annually to finance any activity which is primarily intended to result in the
sale of fund shares, provided the fund's Board of Directors has approved the
category of expenses for which payment is being made.  These include service
fees for qualified dealers and dealer commissions and wholesaler compensation
on sales of shares exceeding $1 million (including purchases by any defined
contribution plan qualified under Section 401(a) of the Internal Revenue Code
including a "401(k)" plan with 200 or more eligible employees).  Only expenses
incurred during the preceding 12 months and accrued while the Plan is in effect
may be paid by the fund.  During the fiscal year ended December 31, 1994, the
fund paid $11,347,000, $9,768,000 under the Plan as compensation to dealers. 
As of December 31, 1994 accrued and unpaid distribution expenses were $829,000. 
 The Glass-Steagall Act and other applicable laws, among other things,
generally prohibit commercial banks from engaging in the business of
underwriting, selling or distributing securities, but permit banks to make
shares of mutual funds available to their customers and to perform
administrative and shareholder servicing functions.  However, judicial or
administrative decisions or interpretations of such laws, as well as changes in
either federal or state statutes or regulations relating to the permissible
activities of banks or their subsidiaries of affiliates, could prevent a bank
from continuing to perform all or a part of its servicing activities.  If a
bank were prohibited from so acting, shareholder clients of such bank would be
permitted to remain shareholders of the fund and alternate means for continuing
the servicing of such shareholders would be sought.  In such event, changes in
the operation of the fund might occur and shareholders serviced by such bank
might no longer be able to avail themselves of any automatic investment or
other services then being provided by such bank.  It is not expected that
shareholders would suffer with adverse financial consequences as a result of
any of these occurrences.
 In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and certain banks and financial
institutions may be required to be registered as dealers pursuant to state law.
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
 The fund intends to meet all the requirements and has elected the tax status
of a "regulated investment company" under the provisions of Subchapter M of the
Internal Revenue Code of 1986 (the "Code").  Under Subchapter M, if the fund
distributes within specified times at least 90% of the sum of its investment
company taxable investment income (net investment income and the excess of net
short-term capital gains over net long-term capital losses) and its tax-exempt
interest, if any, it will be taxed only on that portion (if any) of the
investment company taxable income and net capital gain that it retains.
 To qualify, the fund must (a) derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stock, securities, currencies or other income
derived with respect to its business of investing in such stock, securities or
currencies; (b) derive less than 30% of its gross income from the sale or other
disposition of stock or securities held for less than three months; and (c)
diversify its holdings so that at the end of each fiscal quarter, (i) at least
50% of the market value of the fund's assets is represented by cash, U.S.
Government securities and other securities which must be limited, in respect of
any one issuer, to an amount not greater than 5% of the fund's assets and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its assets is invested in the securities of any one issuer
(other than U.S. Government securities or the securities of other regulated
investment companies), or in two or more issuers which the fund controls and
which are engaged in the same or similar trades or businesses or related trades
or businesses.
 Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gain (both long-term and short-term)
for the one-year period ending on October 31 (as though the one-year period
ending on October 31 were the regulated investment company's taxable year), and
(iii) the sum of any untaxed, undistributed net investment income and net
capital gains of the regulated investment company for prior periods.  The term
"distributed amount" generally means the sum of (i) amounts actually
distributed by the fund from its current year's ordinary income and net capital
gain and (ii) any amount on which the fund pays income tax during the periods
described above.  The fund intends to distribute net investment income and net
capital gains so as to minimize or avoid the excise tax liability.
 The fund also intends to distribute to shareholders all of the excess of net
long-term capital gain over net short-term capital loss on  sales of
securities.  If the net asset value of shares of the fund should, by reason of
a distribution of realized capital gains, be reduced below a shareholder's
cost, such distribution would to that extent be a return of capital to that
shareholder even though taxable to the shareholder, and a sale of shares by a
shareholder at net asset value at that time would establish a capital loss for
federal tax purposes.  In particular, investors should consider the tax
implications of purchasing shares just prior to a dividend or distribution
record date.  Those investors purchasing shares just prior to such a date will
then receive a partial return of capital upon the dividend or distribution,
which will nevertheless be taxable to them as an ordinary or capital gains
dividend.
 Dividends generally are taxable to shareholders at the time they are paid. 
However, dividends and distributions declared in October, November and December
and made payable to shareholders of record in such a month are treated as paid
and are thereby taxable as of December 31, provided that the fund pays the
dividend no later than the end of January of the following year.
 If a shareholder exchanges or otherwise disposes of shares of the fund within
90 days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously
incurred in acquiring the fund's shares shall not be taken into account (to the
extent such previous sales charges do not exceed the reduction in sales
charges) for the purpose of determining the amount of gain or loss on the
exchange, but will be treated as having been incurred in the acquisition of
such other shares.  Also, any loss realized on a redemption or exchange of
shares of a fund will be disallowed to the extent shares are reacquired within
the 61-day period beginning 30 days before and ending 30 days after the shares
are disposed of.
 Under the Code, distributions of net investment income by the fund to a
shareholder who, as to the U.S., is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, non-U.S. corporation, or non-U.S.
partnership (a "non-U.S. shareholder") will be subject to U.S. withholding tax
(at a rate of 30% or lower treaty rate).  Withholding will not apply if a
dividend paid by the fund to a non-U.S. shareholder is "effectively connected"
with a U.S. trade or business, in which case the reporting and withholding
requirements applicable to U.S. citizens, U.S. residents or domestic
corporations will apply.  However, if the distribution is effectively connected
with the conduct of the non-U.S. shareholder's trade or business within the
U.S., the distribution would be included in the net income of the shareholder
and subject to U.S. income tax at the applicable marginal rate.  Distributions
of capital gains not effectively connected with a U.S. trade or business are
not subject to the withholding, but if the non-U.S. shareholder was an
individual who was physically present in the U.S. during the tax year for more
than 182 days and such shareholder is nonetheless treated as a nonresident
alien, the distributions would be subject to a 30% tax.
 The fund may be required to pay withholding and other taxes imposed by
countries outside the United States which would reduce the fund's investment
income, generally at rates from 10% to 40%.  Tax conventions between certain
countries and the United States may reduce or eliminate such taxes.  If more
than 50% in value of the fund's total assets at the close of its taxable year
consist of securities of non-U.S. corporations, the fund will be eligible to
file elections with the Internal Revenue Service pursuant to which shareholders
of the fund will be required to include their respective pro rata portions of
such withholding taxes in their federal income tax returns as gross income,
treat such amounts as foreign taxes paid by them, and deduct such amounts in
computing their taxable incomes or, alternatively, use them as foreign tax
credits against their federal income taxes.  The fund does not currently expect
to meet the eligibility requirement for filing this election as its investments
in securities of non-U.S. issuers are limited.
 Sales of forward currency contracts which are intended to hedge against a
change in the value of securities or currencies held by the fund may affect the
holding period of such securities or currencies and, consequently, the nature
of the gain or loss on such securities or currencies upon disposition.
 The amount of any realized gain or loss on closing out a forward currency
contract such as a forward commitment for the purchase or sale of non-U.S.
currency will generally result in a realized capital gain or loss for tax
purposes.  Under Code Section 1256, forward currency contracts held by the fund
at the end of each fiscal year will be required to be "marked to market" for
federal income tax purposes, that is, deemed to have been sold at market value. 
Except for transactions in forward currency contracts which are classified as
part of a "mixed straddle," any gain nor loss recognized with respect to
forward currency contracts is considered to be 60% long-term capital gain or
loss, and 40% short-term capital gain or loss, without regard to the holding
period of the contract.  In the case of a transaction classified as a "mixed
straddle," the recognition of losses may be deferred to a later taxable year. 
Code Section 988 may also apply to forward currency contracts.  Under Section
988, each non-U.S. currency gain or loss is generally computed separately and
treated as ordinary income or loss.  In the case of overlap between Sections
1256 and 988, special provisions determine the character and timing of any
income, gain or loss.  The fund will attempt to monitor Section 988
transactions to avoid an adverse tax impact.
 Under the Code, a fund's taxable income for each year will be computed without
regard to any net non-U.S. currency loss attributable to transactions after
October 31, and any such net non-U.S. currency loss will be treated as arising
on the first day of the following taxable year.
 As of the date of this statement of additional information, the maximum
individual Federal tax rate applicable to ordinary income is 39.6% (effective
tax rates may be higher for some individuals due to phase out of exemptions and
elimination of deductions); the maximum individual tax rate applicable to net
capital gain is 28%; and the maximum corporate tax applicable to ordinary
income and net capital gain is 35% (except that corporations which have taxable
income in excess of $100,000 for a taxable year will be required to pay an
additional amount of income tax of up to $11,750 and corporations which have
taxable income in excess of $15,000,000 for a taxable year will be required to
pay an additional amount of income tax of up to $100,000).  Naturally, the
amount of tax payable by an individual will be affected by a combination of tax
law rules covering, E.G., deductions, credits, deferrals, exemptions, sources
of income and other matters.  Under the Code, an individual is entitled to
establish and contribute to an IRA each year (prior to the tax return filing
deadline for that year) whereby earnings on investments are tax-deferred.  In
addition, in some cases, the IRA contribution itself may be deductible.
 The foregoing is limited to a summary discussion of federal taxation and
should not be viewed as a comprehensive discussion of all provisions of the
Code relevant to investors.  Dividends and distributions may also be subject to
state or local taxes.  Investors should consult their own tax advisers for
additional details as to their particular tax status. 
                               PURCHASE OF SHARES
PRICE OF SHARES - Purchases of shares are made at the offering price next
determined after the purchase order is received by the fund or American Funds
Service Company; this offering price is effective for orders received by
American Funds Service Company (the "Transfer Agent"), the fund or investment
dealers prior to the time of determination of the net asset value and, in the
case of orders placed with dealers, accepted by the Principal Underwriter prior
to its close of business.  The dealer is responsible for promptly transmitting
purchase orders to the Principal Underwriter.  Orders received by the
investment dealer, the Transfer Agent, or the fund after the time of the
determination of the net asset value will be entered at the next calculated
offering price.  Prices which appear in the newspaper are not always indicative
of prices at which you will be purchasing and redeeming shares of the fund,
since such prices generally reflect the previous day's closing price whereas
purchases and redemptions are made at the next calculated price. 
 The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York time) each day the New York Stock Exchange is
open.  The New York Stock Exchange is currently closed on weekends and on the
following holidays:  New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.  The net
asset value per share is determined as follows:
 1. Stocks and convertible bonds will be valued at closing sales prices
reported on recognized securities exchanges on the day of valuation or, for
listed stocks and convertible bonds having no sales reported and for unlisted
stocks and convertible bonds, upon last-reported bid prices on that date.
    Non-convertible bonds, debentures and other long-term debt securities are
valued at prices obtained from a bond-pricing service provided by a major
dealer in bonds, when such prices are available; however, in circumstances
where the Investment Adviser deems it appropriate to do so, such securities
will be valued at the mean of representative quoted bid and asked prices or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type.  Short-term securities with original maturities of less than
one year and remaining maturities in excess of 60 days will be valued at the
mean of their quoted bid and asked prices or, if such prices are not available,
at prices for securities of comparable maturity, quality and type.  Short-term
securities with original maturities of less than one year and with 60 days or
less to maturity will be amortized to maturity based on their cost to the fund
if acquired within 60 days of maturity or, if already held by the fund on the
60th day, based on the value determined on the 61st day.
  Bonds denominated in currencies other than U.S. dollars will be valued at the
closing bid quotation obtained from Reuters Information Services Inc.  The
value of each security denominated in a currency other than U.S. dollars will
be translated into U.S. dollars at the prevailing exchange rate as determined
by the fund's officers.
 2. Where pricing service or market quotations are not readily available,
securities will be valued at fair value by the Valuation Committee of the Board
of Directors.
 3. There are deducted from the total assets, thus determined, the liabilities,
including proper accruals of taxes and other expense items; and
 4. The net assets so obtained is then divided by the total number of shares
outstanding, and the result, rounded to the nearest cent, is the net asset
value per share.
 Any purchase order may be rejected by the Principal Underwriter or by the
fund.  The fund will not knowingly sell shares (other than for the reinvestment
of dividends or capital gain distributions) directly or indirectly or through a
unit investment trust to any other investment company, person or entity, where,
after the sale, such investment company, person, or entity would own
beneficially directly, indirectly, or through a unit investment trust more than
3% of the outstanding shares of the fund without the consent of a majority of
the Board of Directors.
STATEMENT OF INTENTION - The reduced sales charges and offering prices set
forth in the Prospectus apply to purchases of $25,000 or more made within a
13-month period pursuant to the terms of a written statement of intention (the
"Statement") in the form provided by the Principal Underwriter and signed by
the purchaser.  The Statement is not a binding obligation to purchase the
indicated amount.  When a shareholder signs a Statement in order to qualify for
a reduced sales charge, shares equal to 5% of the dollar amount specified in
the Statement will be held in escrow in the shareholder's account out of the
initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. 
All dividends and capital gain distributions on shares held in escrow will be
credited to the shareholder's account in shares (or paid in cash, if
requested).  If the intended investment is not completed within the specified
13-month period, the purchaser will remit to the Principal Underwriter the
difference between the sales charge actually paid and the sales charge which
would have been paid if the total of such purchases had been made at a single
time.  If the difference is not paid within 20 days after written request by
the Principal Underwriter or the securities dealer, the appropriate number of
escrowed shares will be redeemed to pay such difference.  If the proceeds from
this redemption are inadequate, the purchaser will be liable to the Principal
Underwriter for the balance still outstanding.  The Statement may be revised
upward at any time during the 13-month period, and such a revision will be
treated as a new Statement, except that the 13-month period during which the
purchase must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.
 In the case of purchase orders by the trustees of certain retirement plans by
payroll deduction, the sales charge for the investments made during the
13-month period will be handled as follows:  The investment made the first
month of the 13-month period will be multiplied by 13 and then multiplied by
1.5.  On the first investment and all other investments made pursuant to the
statement of intention, a sales charge will be assessed according to the sales
charge breakpoint thus determined.  There will be no retroactive adjustments in
sales charges on investments previously made during the 13-month period.
DEALER COMMISSIONS - The following commissions will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any defined contribution plan qualified under Section 401(a) of the Internal
Revenue Code including a "401(k)" plan with 200 or more eligible employees, and
for purchases made at net asset value by certain retirement plans of
organizations with collective retirement plan assets of $100 million or more: 
1.00% on amounts of $1 million to $2 million, 0.80% on amounts over $2 million
to $3 million, 0.50% on amounts over $3 million to $50 million, 0.25% on
amounts over $50 million to $100 million, and 0.15% on amounts over $100
million.  The level of dealer commissions will be determined based on sales
made over a 12-month period commencing from the date of the first sale at net
asset value.  See "The American Funds Shareholder Guide" in the fund's
Prospectus for more information.
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
AUTOMATIC INVESTMENT PLAN - The automatic investment plan enables shareholders
to make regular monthly or quarterly investments in shares through automatic
charges to their bank accounts.  With shareholder authorization and bank
approval, the Transfer Agent will automatically charge the bank account for the
amount specified ($50 minimum), which will be automatically invested in shares
at the offering price on or about the 10th day of the month (or on or about the
15th day of the month in the case of accounts for retirement plans where
Capital Guardian Trust Company serves as trustee or custodian).  Bank accounts
will be charged on the day or a few days before investments are credited,
depending on the bank's capabilities, and shareholders will receive a
confirmation statement showing the current transaction.  Participation in the
plan will begin within 30 days after receipt of the account application.  If
the shareholder's bank account cannot be charged due to insufficient funds, a
stop-payment order or closing of the account, the plan may be terminated and
the related investment reversed.  The shareholder may change the amount of the
investment or discontinue the plan at any time by writing the Transfer Agent.
AUTOMATIC WITHDRAWALS - Withdrawal payments are not to be considered as
dividends, yield or income.  Automatic investments may not be made into a
shareholder account from which there are automatic withdrawals.  Withdrawals of
amounts exceeding reinvested dividends and distributions and increases in share
value would reduce the aggregate value of the shareholder's account.  The
Transfer Agent arranges for the redemption by the fund of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - A shareholder in one fund
may elect to cross-reinvest dividends or dividends and capital gain
distributions paid by that fund (the "paying fund") into any other fund in The
American Funds Group (the "receiving fund") subject to the following
conditions: (i) the aggregate value of the shareholder's account(s) in the
paying fund(s) must equal or exceed $5,000 (this condition is waived if the
value of the account in the receiving fund equals or exceeds that fund's
minimum initial investment requirement), (ii) as long as the value of the
account in the receiving fund is below that fund's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
fund must be automatically reinvested in the receiving fund, and (iii) if this
privilege is discontinued with respect to a particular receiving fund, the
value of the account in that fund must equal or exceed the fund's minimum
initial investment requirement or the fund shall have the right, if the
shareholder fails to increase the value of the account to such minimum within
90 days after being notified of the deficiency, automatically to redeem the
account and send the proceeds to the shareholder.  These cross-reinvestments of
dividends and capital gain distributions will be at net asset value (without
sales charge).
                              REDEMPTION OF SHARES
 The fund's Articles of Incorporation permit the fund to direct the Transfer
Agent to redeem the shares of any shareholder if the shares owned by such
shareholder through redemptions, market decline or otherwise, have a value of
less than $150 (determined, for this purpose only as the greater of the
shareholder's cost or the current net asset value of the shares, including any
shares acquired through reinvestment of income dividends and capital gain
distributions), or are fewer than ten shares.  Prior notice of at least 60 days
will be given to a shareholder before the involuntary redemption provision is
made effective with respect to the shareholder's account.  The shareholder will
have not less than 30 days from the date of such notice within which to bring
the account up to the minimum determined as set forth above.  
 While payment of redemptions normally will be in cash, the fund's Articles of
Incorporation permit payment of the redemption price wholly or partly in
securities or other property included in the assets belonging to the fund when
in the opinion of the fund's Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or undesirable.
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 There are occasions on which portfolio transactions for the fund may be
executed as part of concurrent authorizations to purchase or sell the same
security for other funds served by the Investment Adviser, or for trusts or
other accounts served by affiliated companies of the Investment Adviser. 
Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to the fund, they are effected only when the
Investment Adviser believes that to do so is in the interest of the fund.  When
such concurrent authorizations occur, the objective is to allocate the
executions in an equitable manner.  The fund does not intend to pay a mark-up
in exchange for research in connection with principal transactions.
 The fund held certain debt securities of two of its regular brokers or dealers
or their parents which included securities of Ford Motor Credit Co. and General
Electric Capital Corp. in the amounts of $71,353,000 and $35,201,000,
respectively, at December 31, 1994.
  Brokerage commissions paid on portfolio transactions, including dealer
concessions on underwritings, for the fiscal years ended December 31, 1994,
1993, and 1992, amounted to $6,647,968, $8,431,000, and $5,572,000,
respectively.
                              GENERAL INFORMATION
CUSTODIAN OF ASSETS - Securities and cash owned by the fund, including proceeds
from the sale of shares of the fund and of securities in the fund's portfolio,
are held by The Chase Manhattan Bank (National Association), One Chase
Manhattan Plaza, New York, NY  10081, as Custodian. Non-U.S. securities may be
held by the Custodian pursuant to sub-custodial agreements in non-U.S. banks or
non-U.S. branches of U.S. banks.
TRANSFER AGENT - The Transfer Agent, maintains the record of each shareholder's
account, processes purchases and redemptions of the fund's shares, acts as
dividend and capital gain distribution disbursing agent, and performs other
related shareholder service functions.  When fund shares are purchased by an
insurance company separate account to serve as the underlying investment
vehicle for variable insurance contracts, the fund may pay a fee to the
insurance company or another party for performing certain transfer agent
services with respect to contract owners having interests in the fund.  The
fund has entered into such an agreement with Nationwide Life Insurance Company.
INDEPENDENT ACCOUNTANTS - Deloitte & Touche LLP, 1000 Wilshire Boulevard, 15th
Floor, Los Angeles, CA  90017, has served as the fund's independent auditors
since its inception, providing audit services, preparation of tax returns and
review of certain documents to be filed with the Securities and Exchange
Commission.  The financial statements, included in this Statement of Additional
Information from the attached Annual Report, have been so included in reliance
on the independent auditors' report given on the authority of said firm as
experts in accounting and auditing.
REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of
removed directors.  The fund has made an undertaking, at the request of the
staff of the Securities and Exchange Commission, to apply the provisions of
section 16(c) of the 1940 Act with respect to the removal of directors, as
though the fund were a common-law trust.  Accordingly, the Directors of the
fund shall promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any Director when requested in writing to do so
by the record holders of not less than 10% of the outstanding shares.
REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on December 31. 
Shareholders are provided at least semi-annually with reports showing the
investment portfolio, financial statements and other information.  The fund's
annual financial statements are audited by the fund's independent auditors,
Deloitte & Touche LLP, whose selection is determined annually by the Board of
Directors.
PERSONAL INVESTING POLICY - Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes:  a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; disclosure of personal
holdings by certain investment personnel prior to recommendation for purchase
for the fund; blackout periods on personal investing for certain investment
personnel; ban on short-term trading profits for investment personnel;
limitations on service as a director of publicly traded companies; and
disclosure of personal securities transactions.
 The financial statements including the investment portfolio and the report of
Independent Auditors contained in the Annual Report are included in this
Statement of Additional Information.  The following information is not included
in the Annual Report:
 
<TABLE>
<CAPTION>
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND                       
MAXIMUM OFFERING PRICE PER SHARE - DECEMBER 31, 1994                         
 
                                                                             
 
<S>                                                       <C>                
 Net asset value and redemption price per share           $12.69             
  (Net assets divided by shares outstanding)                                 
 
 Maximum offering price per share                         $13.32             
  (100/95.25 of net asset value per share, which takes                       
  into account the fund's current maximum sales charge)                       
 
</TABLE>
 
                               INVESTMENT RESULTS
 The fund's yield is 7.95% based on a 30-day (or one month) period ended
December 31, 1994, computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last
day of the period, according to the following formula:
 YIELD = 2[( a-b/cd + 1)/6/ -1]
Where: a = dividends and interest earned during the period.
 b = expenses accrued for the period (net of reimbursements).
 c = the average daily number of shares outstanding during the period that were
entitled to receive dividends.
 d = the maximum offering price per share on the last day of the period.
 The fund's total return over the past twelve months and average annual total
returns over the past 5-year and 10-year periods ending on December 31, 1994,
were -9.52%, 7.52%, and 10.04%, respectively.  The average total return ("T")
is computed by equating the value at the end of the period ("ERV") with a
hypothetical initial investment of $1,000 ("P") over a period of years ("n")
according to the following formula as required by the Securities and Exchange
Commission:  P(1+T)/n/ = ERV.
 The following assumptions will be reflected in computations made in accordance
with the formula stated above:  (1) deduction of the maximum sales charge of
4.75% from the $1,000 initial investment; (2) reinvestment of dividends and
distributions at net asset value on the reinvestment date determined by the
Board; and (3) a complete redemption at the end of any period illustrated.
 The investment results for the fund (also referred to as "BFA") set forth
below were calculated as described in the fund's prospectus.  Data contained in
Salomon Brothers' Market Performance and Lehman Brother's The Bond Market
Report are used to calculate cumulative total return from their base period
(12/31/79 and 12/31/72, respectively) for each index.  The percentage increases
shown in the table below or used in published reports of the fund are obtained
by subtracting the index results at the beginning of the period from the index
results at the end of the period and dividing the difference by the index
results at the beginning of the period.
                     THE FUND VS. VARIOUS UNMANAGED INDICES
 
<TABLE>
<CAPTION>
 Period             The Fund          Salomon         Lehman          Average         
1/1 - 12/31                          Brothers (1)    Brothers (2)     Savings         
                                                                     Deposit (3)      
 
                                                                                      
 
<S>                <C>              <C>              <C>             <C>              
1985 - 1994        + 160%           + 160%           + 175%          +  77%           
 
1984 - 1993        + 207            + 208            + 233           +   88           
 
1983 - 1992        + 194            + 203            + 225           +   99           
 
1982 - 1991        + 252            + 271            + 316           + 112            
 
1981 - 1990        + 210            + 240            + 261           + 122            
 
1980 - 1989        + 210            + 221            + 236           + 125            
 
1979 - 1988        + 191              n/a            + 189           + 125            
 
1978 - 1987        + 168              n/a            + 165           + 125            
 
1977 - 1986        + 176              n/a            + 167           + 125            
 
1976 - 1985        + 184              n/a            + 173           + 123            
 
1975 - 1984        + 152              n/a            + 157           + 119            
 
1974*- 1983        + 134              n/a            + 118           + 109            
 
</TABLE>
 
  * From May 28.
(1) The Salomon Brothers Broad Investment Grade Bond Index spans the available
market for U.S. Treasury/Agency securities, investment grade corporate bonds
which have a rating of BBB or better by Standard and Poor's Corporation, and
mortgage pass-through securities.  This index's inception date is 12/31/79.
(2) The Lehman Brothers Corporate Bond Index is comprised of a large universe
of bonds issued by industrial, utility and financial companies which have a
minimum rating of Baa by Moody's Investors Service, BBB by Standard and Poor's
Corporation or, in the case of bank bonds not rated by either of the previously
mentioned services, BBB by Fitch Investors Service.
(3) Based on figures supplied by the U.S. League of Savings Institutions and
the Federal Reserve Board which reflect all kinds of savings deposits,
including longer-term certificates. Savings accounts offer a guaranteed return
of principal, but no opportunity for capital growth.  During a portion of the
period, the maximum rates paid on some savings deposits were fixed by law.
   IF YOU ARE CONSIDERING THE FUND FOR AN INDIVIDUAL RETIREMENT ACCOUNT . . .
 
<TABLE>
<CAPTION>
<S>                         <C>                         
                                                        
 
Here's how much you would have if you had invested $2,000 on                               
January 1 of each year in the Fund over the past 5 and 10 years:                               
 
                                                        
 
5 Years                     10 Years                    
(1/1/90-12/31/94)           (1/1/85-12/31/94)           
 
                                                        
 
                            $31,405                     
 
</TABLE>
 
           SEE THE DIFFERENCE TIME CAN MAKE IN AN INVESTMENT PROGRAM
 
<TABLE>
<CAPTION>
If you had invested                                       ...and taken all   
$10,000 in the Fund                                 distributions in shares,   
this many years ago...                                your investment would   
                                                   have been worth this   
                                                 much at Dec. 31, 1994      
 
           |          Period                                     |    
 
   Number of Years      1/1-12/31                             Value          
 
<S>                   <C>                     <C>                     
 1                         1994                                       
                                              $  9,048                
 
 2                    1993 - 1994                                     
                                              10,325                  
 
 3                    1992 - 1994                                     
                                              11,500                  
 
 4                    1991 - 1994                                     
                                              13,914                  
 
 5                    1990 - 1994                                     
                                              14,371                  
 
 6                    1989 - 1994                                     
                                              15,827                  
 
 7                    1988 - 1994                                     
                                              17,515                  
 
 8                    1987 - 1994                                     
                                              17,863                  
 
 9                    1986 - 1994                                     
                                              20,572                  
 
 10                   1985 - 1994                                     
                                              26,039                  
 
 11                   1984 - 1994                                     
                                              29,157                  
 
 12                   1983 - 1994                                     
                                              31,924                  
 
 13                   1982 - 1994                                     
                                              42,433                  
 
 14                   1981 - 1994                                     
                                              45,221                  
 
 15                   1980 - 1994                                     
                                              46,825                  
 
 16                   1979 - 1994                                     
                                              48,307                  
 
 17                   1978 - 1994                                     
                                              49,289                  
 
 18                   1977 - 1994                                     
                                              51,827                  
 
 19                   1976 - 1994                                     
                                              61,237                  
 
 20                   1975 - 1994                                     
                                              68,988                  
 
 21                   1974*- 1994                                     
                                              71,582                  
 
</TABLE>
 
  *  From May 28, 1974, the fund's inception date
                                FUND COMPARISONS
 According to Lipper Analytical Services, during the period May 31, 1974
through December 31, 1994 (the fund's lifetime), the fund ranked first among
the thirteen similar bond funds that were in existence for that period.
 The fund may also refer to results compiled by organizations such as CDA
Investment Technologies, Ibbottson Associates, Lipper Analytical Services and
Wiesenberger Investment Companies Services.  Additionally, the Fund may, from
time to time, refer to results published in various periodicals, including
Barrons, Forbes, Institutional Investor, Kiplinger's Personal Finance Magazine,
Money, U.S. News and World Report and The Wall Street Journal.
 In addition, the fund may also, from time to time, illustrate the benefits of
tax deferral by comparing taxable investments to investments made through
tax-deferred retirement plans.
 Past results are not an indication of future investment results.
ILLUSTRATION OF A $10,000 INVESTMENT IN THE FUND WITH
DIVIDENDS REINVESTED AND CAPITAL GAIN DISTRIBUTIONS TAKEN IN SHARES
(For the lifetime of the Fund May 28, 1974 through December 31, 1994)
 
<TABLE>
<CAPTION>
                               COST OF SHARES                                                                                  VALUE
OF SHARES                                                                               
 
 Fiscal    Annual       Dividends      Total              From             From                  From            Total        
Year End   Dividends    (cumulative)   Investment         Initial          Capital Gains         Dividends        Value       
 Dec. 31                                   Cost           Investment       Reinvested            Reinvested                   
 
                                                                                                                              
 
<S>        <C>          <C>            <C>                <C>              <C>                   <C>             <C>          
1974       $  413       $   413        $10,413            $ 9,473          $   0                 $   411         $ 9,884      
 
1975           897        1,310         11,310              9,799               0                  1,338          11,137      
 
1976        1,010         2,320        12,320              10,555             126                  2,473          13,154      
 
1977        1,114         3,434         13,434             10,125             240                  3,466          13,831      
 
1978        1,198         4,632         14,632              9,438             278                  4,396          14,112      
 
1979        1,387         6,019         16,019              8,848             260                  5,448          14,556      
 
1980        1,706         7,725         17,725              8,147             240                  6,685          15,072      
 
1981        2,096         9,821         19,821              7,564             222                  8,287          16,073      
 
1982        2,408        12,229         22,229              8,799             259                 12,303          21,361      
 
1983        2,529        14,758         24,758              8,612             253                 14,517          23,382      
 
1984        2,838        17,596         27,596              8,563             252                 17,360          26,175      
 
1985        3,193       20,789          30,789              9,722             286                 23,132          33,140      
 
1986        3,566        24,355         34,355              9,861           1,325                 26,980          38,166      
 
1987        3,746        28,101         38,101              9,119           1,225                 28,571          38,915      
 
1988        3,912        32,013         42,013              9,188           1,235                 32,657          43,080      
 
1989        4,425        36,438         46,438              9,181           1,234                 37,028          47,443      
 
1990        4,650        41,088         51,088              8,598           1,155                 39,240          48,993      
 
1991        4,859        45,947         55,947              9,507           1,277                 48,519          59,303      
 
1992        5,221        51,168         61,168             9,709            1,491                 54,828          66,028      
 
1993       5,269        56,437         66,437             10,028            3,501                 61,833         75,362       
 
1994       5,673        62,110         72,110             8,806            3,075                  59,701         71,582       
 
</TABLE>
 
The dollar amount of capital gain distributions during the period was $3,490 
DESCRIPTION OF BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. rates the long-term debt securities issued by
various entities from "Aaa" to "C," according to quality as described below:
"AAA -- Best quality.  These securities carry the smallest degree of investment
risk and are generally referred to as "gilt edge."  Interest payments are
protected by a large, or by an exceptionally stable margin and principal is
secure.  While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues."
"AA -- High quality by all standards.  They are rated lower than the best bond
because margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude, or there may be
other elements present which make the long-term risks appear somewhat greater."
"A -- Upper medium grade obligations.  These bonds possess many favorable
investment attributes.  Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a susceptibility
to impairment sometime in the future."
"BAA -- Medium grade obligations.  Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time.  Such
bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well."
"BA -- Have speculative elements; future cannot be considered as well assured. 
The protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future. 
Bonds in this class are characterized by uncertainty of position."
"B -- Generally lack characteristics of the desirable investment; assurance of
interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small."
"CAA -- Of poor standing.  Issues may be in default or there may be present
elements of danger with respect to principal or interest."
"CA -- Speculative in a high degree; often in default or have other marked
shortcomings."
"C -- Lowest rated class of bonds; can be regarded as having extremely poor
prospects of ever attaining any real investment standing."
STANDARD & POOR'S CORPORATION rates the long-term securities debt of various
entities in categories ranging from "AAA" to "D" according to quality as
described below:
"AAA -- Highest rating.  Capacity to pay interest and repay principal is
extremely strong."
"AA -- High grade.  Very strong capacity to pay interest and repay principal. 
Generally, these bonds differ from AAA issues only in a small degree."
"A -- Have a strong capacity to pay interest and repay principal, although they
are somewhat more susceptible to the adverse effects of change in circumstances
and economic conditions, than debt in higher rated categories."
"BBB -- Regarded as having adequate capacity to pay interest and repay
principal.  These bonds normally exhibit adequate protection parameters, but
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal than for debt in
higher rated categories."
"BB, B, CCC, CC, C -- Regarded, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with the
terms of the obligation.  BB indicates the lowest degree of speculation and C
the highest degree of speculation.  While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions."
"C1 -- Reserved for income bonds on which no interest is being paid."
"D -- In default and payment of interest and/or repayment of principal is in
arrears."
THE BOND FUND OF AMERICA
INVESTMENT PORTFOLIO DECEMBER 31, 1994
 
<TABLE>
<CAPTION>
THE BOND FUND OF AMERICA                                                            Market        Percent        
                                                                    Principal                     of             
 
INVESTMENT PORTFOLIO DECEMBER 31, 1994                                 Amount        Value        Net            
                                                                                                  Assets         
 
                                                                       (000)          (000)                      
 
                                                                                                                 
 
<S>                                                                 <C>            <C>            <C>            
ELECTRICAL & GAS UTILITIES                                                                                       
 
UTILITIES: ELECTRICAL & GAS                                                                                      
 
Big Rivers Electic Corp. 10.70% 2017                                $17,000        $18,610        .38%           
 
CEZ Finance BV   8.875% 1999/1/                                     3,000          2,977          0.06           
 
CMS Energy  0%/9.50% 1997/2/                                        2,000          1,860          0.04           
 
Commonwealth Edison Co. 6.50% 2000                                  5,000          4,515          0.09           
 
Coso Funding Corp. 8.87% 2001/1/                                    7,500          7,215          0.15           
 
Hero Asia (BVI) Co. Ltd. 9.11% 2001/1/                              5,000          4,826          0.1            
 
Korea Electric Power Corp. 6.375% 2003                              13,000         11,036         0.22           
 
Long Island Lighting Co. 8.90% 2019                                 5,000          4,090          0.08           
 
Midland Cogeneration Venture, LP 10.33% 2002                        13,537         12,861         0.26           
 
Midland Cogeneration Venture, LP, secured lease                                                                  
 
 obligation bonds, 10.33% 2002                                      7,209          6,849          0.14           
 
Transco Energy Co.  9.125% 1998                                     2,000          2,002          0.04           
 
Transco Energy Co.  9.625% 2000                                     2,000          2,030          0.04           
 
Transco Energy Co.  9.375% 2001                                     5,800          5,829          0.12           
 
United Illuminating Co. 9.76% 2006                                  5,388          5,455          0.11           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   90,155         1.45           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
INDUSTRIAL & SERVICE                                                                                             
 
AUTOMOBILES                                                                                                      
 
General Motors Corp. 9.45% 2011                                     20,000         20,504         0.41           
 
General Motors Corp. 8.80% 2021                                     50,000         51,191         1.04           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   71,695         1.45           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
BEVERAGES & TOBACCO                                                                                              
 
Canandaigua Wine Co., Inc. 8.75% 2003                               5,000          4,550          0.09           
 
Dr. Pepper Bottlng Co. of Texas 10.25% 2000                         8,500          8,500          0.17           
 
Dr. Pepper/Seven-Up Cos. 0%/11.50% 2002/2/                          5,572          4,416          0.09           
 
RJR Nabisco, Inc. 8.75% 2004                                        5,000          4,606          0.09           
 
RJR Nabisco, Inc. 8.75% 2005                                        4,000          3,647          0.07           
 
RJR Nabisco, Inc. 9.25% 2013                                        6,000          5,396          0.11           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   31,115         0.62           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
BROADCASTING & PUBLISHING                                                                                        
 
Infinity Broadcasting Corp. 10.375% 2002                            11,250         11,362         0.23           
 
Marvel Holdings, Inc.  0% 1998                                      52,750         32,441         0.66           
 
Univision Television Group, Inc. 11.75% 2001/1/                     5,500          5,748          0.12           
 
Univision Television Group, Inc. 7.00% 2002/1/                      3,498          2,064          0.04           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   51,615         1.05           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
CONSTRUCTION & HOUSING                                                                                           
 
Del Webb Corp. 9.75% 2003                                           10,000         8,300          0.17           
 
Kaufman & Broad Home Corp. 10.375% 1999                             7,500          7,462          0.15           
 
M.D.C. Holdings, Inc. 11.125% 2003                                  9,000          7,200          0.15           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   22,962         0.47           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
DATA PROCESSING & REPRODUCTION                                                                                   
 
Data General Corp. 7.75% convertible debentures 2001                8,000          6,920          0.14           
 
Data General Corp. 8.375% 2002                                      1,250          1,084          0.02           
 
Digital Equipment Corp. 7.125% 2002                                 6,500          5,377          0.11           
 
Maxtor Corp. 5.75% convertible debentures 2012                      2,000          1,050          0.02           
 
Neodata Services, Inc. 0%/12.00% 2003/2/                            12,000         9,360          0.19           
 
Unisys Corp. 15.00% 1997                                            4,000          4,280          0.09           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   28,071         0.57           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
DIVERSIFIED MEDIA & CABLE TELEVISION                                                                             
 
Adelphia Communications Corp. 9.50% 2004                            3,507          2,359          0.05           
 
American Media Operations, Inc. 11.625% 2004                        2,000          2,050          0.04           
 
Bell Cablemedia PLC 0%/11.95% 2004/2/                               36,000         19,260         0.39           
 
Cablevision Industries Corp. 10.75% 2004                            1,000          1,000          0.02           
 
Cablevision Industries Corp. 9.875% 2013                            5,000          4,500          0.09           
 
Century Communications Corp. 9.50% 2000                             5,650          5,424          0.11           
 
Century Communications Corp. 9.75% 2002                             5,550          5,328          0.11           
 
Comcast Corp. 10.25% 2001                                           11,000         10,780         0.22           
 
Comcast Corp. 1.125% convertible debentures 2007                    25,000         10,062         0.2            
 
Continental Cablevision, Inc. 8.50% 2001                            22,050         20,506         0.42           
 
Continental Cablevision, Inc. 10.625% 2002                          4,500          4,511          0.09           
 
Continental Cablevision, Inc. 8.625% 2003                           4,000          3,640          0.07           
 
Continental Cablevision, Inc. 8.875% 2005                           12,000         10,860         0.22           
 
Continental Cablevision, Inc. 11.00% 2007                           4,000          4,060          0.08           
 
Continental Cablevision, Inc. 9.00% 2008                            12,000         10,800         0.22           
 
Continental Cablevision, Inc. 9.50 % 2013                           13,000         11,895         0.24           
 
Insight Communications Co. 8.25% 2000/3/                            11,250         10,575         0.21           
 
International CableTel Inc. 0%/10.875% 2003/2/                      9,000          4,770          0.1            
 
News America Holdings Inc. 9.125% 1999                              7,000          7,056          0.14           
 
News America Holdings Inc. 12.00% 2001                              4,250          4,722          0.1            
 
News America Holdings Inc. 8.625% 2003                              7,000          6,809          0.14           
 
News America Holdings Inc. 10.125% 2012                             27,500         28,366         0.58           
 
News America Holdings Inc. 9.25% 2013                               15,000         14,592         0.3            
 
News America Holdings Inc. 8.625% 2014                              3,250          1,890          0.04           
 
News America Holdings Inc. 8.45% 2034                               10,000         9,592          0.19           
 
Rogers Communications Inc. 10.875% 2004                             3,500          3,552          0.07           
 
Storer Communications, Inc. 10.00% 2003                             12,087         11,362         0.23           
 
Tele-Communications, Inc. 7.375% 2000                               6,000          5,624          0.11           
 
Tele-Communications, Inc. 10.125% 2001                              2,500          2,613          0.05           
 
Time Warner Inc. 7.95% 2000                                         5,000          4,687          0.09           
 
Time Warner Inc. 9.625% 2002/1/                                     21,000         21,181         0.43           
 
Time Warner Inc. 10.15% 2012/1/                                     10,000         10,063         0.2            
 
Time Warner Inc. 8.875% 2012/1/,/3/                                 5,000          4,548          0.09           
 
Time Warner Inc. 0% convertible debentures 2012                     100,000        30,500         0.62           
 
TKR Cable I, Inc. 10.50% 2007                                       26,000         26,590         0.54           
 
Turner Broadcasting System 0%  2007                                 15,000         5,888          0.12           
 
Viacom International Inc. 9.125% 1999                               5,000          4,950          0.1            
 
Viacom International Inc. 10.25% 2001                               1,600          1,636          0.03           
 
Videotron Holdings PLC 0%/11.125% 2004/2/                           16,500         8,663          0.18           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   357,264        7.23           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
ELECTRICAL & ELECTRONICS                                                                                         
 
General Electric Co. 8.625% 2008                                    3,000          3,084          0.06           
 
MagneTek, Inc. 10.75% 1998                                          7,500          7,500          0.15           
 
Samsung Electronics Co., Ltd. 8.50% 2002/1/                         27,850         26,590         0.54           
 
Westinghouse Electric Corp. 8.875% 2001                             4,000          3,855          0.08           
 
Westinghouse Electric Corp. 8.375% 2002                             7,000          6,504          0.13           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   47,533         0.96           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
ENERGY & RELATED COMPANIES                                                                                       
 
BP America Inc. 10.00% 2018                                         4,000          4,339          0.09           
 
California Energy Co., Inc. 0%/10.25% 2004/2/                       33,600         24,024         0.49           
 
Global Marine Inc. 12.75% 1999                                      12,750         13,706         0.28           
 
Maxus Energy Corp. 9.875% 2002                                      5,500          4,785          0.1            
 
Occidental Petroleum Corp. 9.25% 2019                               12,000         12,521         0.25           
 
Oryx Energy Co. 9.30% 1996                                          6,000          5,975          0.12           
 
Oryx Energy Co. 9.50% 1999                                          3,500          3,351          0.07           
 
Petronas 6.875% 2003/2/                                             6,000          5,378          0.11           
 
Subic Power Corp.  9.50% 2008/1/                                    8,448          7,244          0.15           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   81,323         1.66           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FOOD RETAILING                                                                                                   
 
Ralphs Grocery Co. 10.25% 2002                                      16,700         16,408         0.33           
 
Ralphs Grocery Co. 9.00% 2003                                       4,000          3,880          0.08           
 
Safeway Inc. 10.00% 2002                                            1,500          1,530          0.03           
 
Smith's Food & Drug Centers, Inc., Series 94A2,                                                                  
 
 0%/8.64% 2012/2/                                                   12,000         11,046         0.22           
 
Star Markets Co., Inc. 13.00% 2004/1/                               1,500          1,530          0.03           
 
Stater Brothers Holdings, Inc. 11.00% 2001                          9,500          8,883          0.18           
 
Vons Companies, Inc.  9.625% 2002                                   8,000          7,840          0.16           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   51,117         1.03           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FOREST PRODUCTS & PAPER                                                                                          
 
Container Corp. of America  9.75% 2003                              38,000         36,290         0.74           
 
Container Corp. of America  11.25% 2004                             2,500          2,562          0.05           
 
Fort Howard Corp. 9.25% 2001                                        7,750          7,246          0.15           
 
Fort Howard Corp. 10.00% 2003                                       9,750          9,116          0.18           
 
Fort Howard Paper Co. 8.25% 2002                                    3,000          2,685          0.05           
 
Fort Howard Paper Co. 9.00% 2006                                    6,750          5,805          0.12           
 
Grupo Industrial Durango SA de CV 9.6875% 1996/1/,/3/               7,500          7,200          0.15           
 
Klabin Fabricadora de Papel e Celulose SA 10.00% 2001               2,500          2,213          0.04           
 
P.T. Indah Kiat Paper & Pulp Corp. 11.375% 1999/1/                  4,500          4,388          0.09           
 
P.T. Indah Kiat Paper & Pulp Corp. 8.875% 2000/1/                   9,135          7,947          0.16           
 
P.T. Indorayon Yankee 9.125% 2000                                   3,000          2,445          0.05           
 
Pacific Lumber Co. 10.50% 2003                                      500            465            0.01           
 
Riverwood International Corp. 10.75% 2000                           12,000         12,210         0.25           
 
Riverwood International Corp. 11.25% 2002                           5,000          5,137          0.1            
 
Riverwood International Corp., Series II 10.75% 2000                3,500          3,561          0.07           
 
Tjiwi Kimia International Finance Co. 13.25% 2001                   10,250         10,352         0.21           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   119,622        2.42           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
GENERAL RETAILING & MERCHANDISING                                                                                
 
Allied Supermarkets Inc. 6.625% 1998                                3,590          3,267          0.07           
 
Ann Taylor 8.75% 2000                                               5,000          4,725          0.1            
 
Barnes & Noble, Inc. 11.875% 2003/1/                                10,500         11,235         0.23           
 
CompUSA, Inc. 9.50% 2000                                            6,000          4,980          0.1            
 
Dayton Hudson Corp. 9.52% 2015                                      7,500          8,197          0.17           
 
Dayton Hudson Corp. 9.35% 2020                                      6,000          6,528          0.13           
 
Levitz Furniture Corp. 12.375% 1997                                 7,750          7,982          0.16           
 
Payless Cashways, Inc. 9.125% 2003                                  7,000          6,265          0.13           
 
Thrifty Payless, Inc. 11.75% 2003                                   11,500         11,270         0.23           
 
Thrifty Payless, Inc. 12.25% 2004                                   1,500          1,410          0.03           
 
Thrifty Payless, Inc. 12.25% 2004                                   5,000          5,050          0.1            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   70,909         1.45           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
HEALTH & PERSONAL CARE                                                                                           
 
FHP International Corp.  7.00% 2003                                 5,000          4,440          0.09           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
LEISURE & TOURISM                                                                                                
 
Circus Circus Enterprises, Inc. 10.625% 1997                        8,000          8,233          0.17           
 
Embassy Suites, Inc. 8.75% 2000                                     3,000          2,820          0.06           
 
Euro Disney S.C.A. 6.75% convertible debentures 2001                FF108,780      14,441         0.29           
 
Foodmaker, Inc. 9.25% 1999                                          $12,200        10,370         0.21           
 
Foodmaker, Inc. 9.75% 2002                                          4,300          3,268          0.07           
 
Four Seasons Hotels Inc. 9.125% 2000                                6,000          5,520          0.11           
 
Host Marriott Hospitality, Inc.  9.125% 2000                        5,833          5,753          0.12           
 
Host Marriott Hospitality, Inc. 10.375% 2011                        1,480          1,480          0.03           
 
Kloster Cruise Ltd. 13.00% 2003                                     13,500         12,150         0.25           
 
Six Flags Corp. 0% 1999                                             22,000         13,690         0.28           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   77,725         1.59           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
MACHINERY & ENGINEERING                                                                                          
 
Coleman Holdings, Inc. 0% 1998                                      3,500          2,354          0.05           
 
Coltec Industries 9.75% 1999                                        7,000          6,860          0.14           
 
Coltec Industries 9.75% 2000                                        7,500          7,350          0.15           
 
John Deere Capital Corp.  8.625% 2019                               9,150          9,296          0.19           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   25,860         0.53           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
METALS                                                                                                           
 
Acme Metals Inc. 0%/13.50% 2004/2/                                  9,000          6,075          0.12           
 
Armco Inc. 11.375% 1999                                             12,000         12,000         0.24           
 
ISPAT Mexicana (Euro) 10.375% 2001                                  4,650          3,976          0.08           
 
ISPAT Mexicana 10.375% 2001/1/                                      5,000          4,275          0.09           
 
Kaiser Aluminum and Chemical Corp. 12.75% 2003                      2,500          2,519          0.05           
 
Pohang Iron & Steel Co., Ltd. 7.50% 2002                            10,000         9,282          0.19           
 
Tubos de Acero de Mexico, SA 13.750% 1999/1/                        2,500          2,363          0.05           
 
USX Corp. 9.625% 2003                                               6,000          6,157          0.12           
 
USX Corp. 0% convertible debentures 2005                            40,000         17,500         0.35           
 
USX Corp. 9.125% 2013                                               5,000          4,770          0.1            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   68,917         1.39           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
MISCELLANEOUS MATERIALS & COMMODITIES                                                                            
 
Anchor Glass Container Corp. 10.25% 2002                            3,000          2,850          0.06           
 
Hyster-Yale Materials Handling, Inc. 12.375% 1999                   447            469            0.01           
 
Owens-Illinois, Inc. 11.00% 2003                                    7,000          7,263          0.15           
 
Tolmex, SA de CV  8.375% 2003                                       5,500          3,960          0.08           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   14,542         0.3            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
MULTI-INDUSTRY                                                                                                   
 
Hanson America, Inc. 144A 2.39% convertible                                                                      
 
 debentures 2001/1/                                                 40,000         28,600         0.58           
 
Tenneco Inc. 7.875% 2002                                            3,000          2,851          0.06           
 
Tenneco Inc. 10.00% 2008                                            8,720          9,543          0.19           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   40,994         0.83           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
OTHER                                                                                                            
 
United States Banknote Co. 10.375% 2002                             1,500          1,275          0.03           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
TELECOMMUNICATIONS                                                                                               
 
Cellular Inc. 0%/11.75% 2003/2/                                     10,500         6,930          0.14           
 
CenCall Communications Corp. 10.125% 2004                           33,500         11,725         0.24           
 
Centennial Cellular Corp. 8.875% 2001                               19,000         16,815         0.34           
 
Comcast Cellular Corp., Series A, 0% 2000                           23,500         15,862         0.32           
 
Comcast Cellular Corp., Series B, 0% 2000                           29,400         19,845         0.4            
 
Dial Call Communications, Inc. 0%/12.25% 2004/2/                    38,750         13,562         0.27           
 
GTE Corp. 8.85% 1998                                                9,500          9,591          0.19           
 
Horizon Cellular Telephone Co., LP  0%/11.375% 2000/2/              13,000         9,165          0.19           
 
MFS Communications Co., Inc. 0%/9.375% 2004/2/                      35,000         21,000         0.43           
 
MobileMedia Communications, Inc. 0%/10.50% 2003/2/                  14,600         7,884          0.16           
 
NEXTEL Communications, Inc.  0%/11.50% 2003/2/                      56,000         21,840         0.44           
 
NEXTEL Communications, Inc.  0%/9.75% 2004/2/                       60,000         21,000         0.43           
 
Northern Telecom Ltd. 8.75% 2001                                    3,500          3,544          0.07           
 
Paging Network, Inc. 11.75% 2002                                    11,675         11,675         0.24           
 
Paging Network, Inc. 8.875% 2006                                    2,000          1,560          0.03           
 
PanAmSat, LP PanAmSat Capital Corp.  0%/11.375% 2003/2/             14,000         8,750          0.18           
 
PanAmSat, LP PanAmSat Capital Corp.  9.75%  2000                    9,800          9,237          0.19           
 
PriCellular Wireless Corp. 0%/14.00% 2001/2/                        3,500          2,328          0.05           
 
Rogers Cantel Mobile Communications Inc. 10.75% 2001                38,475         38,956         0.79           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   251,269        5.1            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
TEXTILES & APPAREL                                                                                               
 
VF Corp. 9.25% 2022                                                 4,000          4,032          0.08           
 
Westpoint Stevens Inc.  8.75% 2001                                  4,500          4,140          0.08           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   8,172          0.16           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
TRANSPORTATION                                                                                                   
 
Air Wis Services, Inc. 7.75% convertible debentures 2010            4,000          2,440          0.05           
 
Alaska Air Lyon 0% convertible debentures 2006                      23,750         9,916          0.2            
 
Alaska Airlines, Series A, 9.50% 2010                               2,461          2,236          0.05           
 
Alaska Airlines, Series B, 9.50% 2010                               3,092          2,806          0.06           
 
Alaska Airlines, Series C, 9.50% 2010                               3,002          2,705          0.05           
 
Alaska Airlines, Series D, 9.50% 2012                               4,990          4,513          0.09           
 
American Airlines, Inc., 1991-A, pass-through                                                                    
 
 certificates, 9.71% 2007/1/, 4                                     9,496          9,131          0.18           
 
AMR Corp. 9.00% 2012                                                7,500          6,732          0.14           
 
Delta Air Lines, Inc. 8.25% 1996                                    6,000          5,937          0.12           
 
Delta Air Lines, Inc. 9.875% 2000                                   8,000          7,971          0.16           
 
Delta Air Lines, Inc. 10.375% 2011                                  2,500          2,444          0.05           
 
Delta Air Lines, Inc. 10.00% 2014/1/                                3,000          2,700          0.05           
 
Delta Air Lines, Inc., pass-through certificates,                                                                
 
 Series 1992-A2, 9.20% 2014/4/                                      5,000          4,275          0.09           
 
Delta Air Lines, Inc., pass-through certificates,                                                                
 
 Series 1992-B1, 9.375% 2007/4/                                     9,495          8,866          0.18           
 
Federal Express Corp. 8.40% 2010                                    10,000         9,245          0.19           
 
NWA, Inc. 8.625% 1996                                               5,000          4,800          0.1            
 
Northwest Airlines, Inc. 12.0916% 2000/1/                           7,973          7,813          0.16           
 
TNT Transport (Euro) PLC/TNT (USA) Inc. 11.50% 2004                 4,750          4,774          0.1            
 
United Air Lines, Inc. 10.67% 2004                                  4,500          4,532          0.09           
 
United Air Lines, Inc. 9.125% 2012                                  5,000          4,330          0.09           
 
United Air Lines, Inc., pass-through certificates,                                                               
 
 Series 1993-A3, 8.39% 2011/4/                                      7,500          6,315          0.13           
 
Viking  9.625% 2003                                                 7,000          6,510          0.13           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   120,991        2.46           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FINANCE                                                                                                          
 
BANKING & THRIFTS                                                                                                
 
Bank of Scotland 8.80% 2004/1/                                      16,000         16,123         0.33           
 
CalFed Inc. 10.00% 2003                                             846            753            0.02           
 
Chevy Chase Savings Bank, F.S.B.  9.25% 2005                        3,500          2,940          0.06           
 
Coast Federal Bank  13.00% 2002                                     5,000          5,500          0.11           
 
Coast Savings Financial, Inc. 10.00% 2000                           6,500          6,110          0.12           
 
First Federal Michigan Eurobond  0% 2005                            10,000         4,206          0.09           
 
First Nationwide 12.25% 2001                                        9,000          9,045          0.18           
 
First Nationwide 10.00% 2006                                        5,850          5,843          0.12           
 
Midland American Capital 12.75% 2003                                12,150         13,816         0.28           
 
Skandinaviska Enskilda Banken (N.Y. City) 6.875% 2009               5,000          4,162          0.08           
 
State Bank of New South Wales Euronotes 10.375% 1999                3,000          3,221          0.07           
 
Union Bank Finland Ltd. 5.25% 1996                                  3,000          2,873          0.06           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   74,592         1.52           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FINANCIAL SERVICES                                                                                               
 
Beneficial Corp. 12.875% 2013                                       3,800          4,449          0.09           
 
Fairfax Financial Holdings Ltd.  7.75% 2003                         7,750          6,870          0.14           
 
Ford Motor Credit Co. 9.50% 2000                                    7,350          7,637          0.15           
 
General Electric Capital Corp. 8.875% 2009                          8,000          8,200          0.17           
 
General Motors Acceptance Corp.  6.70% 1997                         8,000          7,704          0.16           
 
General Motors Acceptance Corp. 7.00% 2000                          5,000          4,681          0.09           
 
General Motors Acceptance Corp. 9.625% 2001                         6,500          6,827          0.14           
 
General Motors Acceptance Corp. 8.75% 2005                          10,000         10,000         0.2            
 
General Motors Acceptance Corp. 8.875% 2010                         2,500          2,504          0.05           
   
General Motors Acceptance Corp. International,                                                                   
 
 medium-term note (Euro-Yen), 3.75% 1999                          (yen)1,000,000   9,719          0.2            
    
New American Capital, Inc.  9.60% 1999/1/                           15,000         14,813         0.3            
 
Xerox Credit Corp. 10.125% 1999                                     5,000          5,113          0.1            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   88,517         1.79           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
INSURANCE                                                                                                        
 
American Re Corp.  10.875% 2004                                     46,000         48,662         0.98           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
REAL ESTATE                                                                                                      
 
B.F. Saul REIT 11.625% 2002                                         13,500         11,340         0.23           
 
Beverly Finance Corp. 8.36% 2004/1/                                 15,000         14,284         0.29           
 
Corporate Property Investors 9.00% 2002/1/                          15,000         15,206         0.31           
 
Corporate Property Investors 7.75% 2004/1/                          7,500          7,023          0.14           
 
Shopping Center Associates 6.75% 2004/1/                            7,500          6,514          0.13           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   54,367         1.1            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
COLLATERALIZED MORTGAGE/ASSET-BACKED OBLIGATIONS/4/                                                              
 
(EXCLUDING THOSE ISSUED BY FEDERAL AGENCIES)                                                                     
 
Capstead Securities Corp., collateralized mortgage                                                               
 
 obligations, Series 1992-A, Class 10, 13.123% 2002                 3,913          1,937          0.04           
 
Capstead Securities Corp. IV, collateralized mortgage                                                            
 
 obligations, Series 1992-4, Class J, 24.231% 2002/5/               8,750          8,312          0.17           
 
Chase Manhattan Bank, N.A., Series 93-I, Class 2A5,                                                              
 
 7.25% 2024                                                         10,000         9,175          0.19           
 
Countrywide Funding Corp., Series 94-2, Class A-12,                                                              
 
 9.50341% 2009/5/                                                   5,206          2,291          0.05           
 
GCC Home Equity Trust, asset-backed certificates,                                                                
 
 Series 1990-1, 10.00% 2005                                         5,667          5,678          0.11           
 
G E Capital Mortgage Services,Series 1994-15, Class                                                              
 
 A10, 6.00% 2009                                                    16,376         12,814         0.26           
 
G E Capital Mortgage Services, Series 1994-10, Class                                                             
 
 A26, 9.152% 2024/5/                                                6,009          1,562          0.03           
 
Green Tree Financial Corp., pass-through                                                                         
 
 certificates, Series 1994-A, Class NIM, 6.90% 2004                 4,118          3,922          0.08           
 
Green Tree Financial Corp., pass-through                                                                         
 
 certificates, Series 1993-2, Class B, 8.00% 2018                   2,250          1,993          0.04           
 
Jet Equipment Trust Series 1994-A 10.91% 2006                       7,000          7,014          0.14           
 
MBNA Credit Card Trust, asset-backed certificates,                                                               
 
 Series 1991-1, 7.75% 1998                                          11,000         10,921         0.22           
 
Prudential Home Mortgage Securities Co., Inc.,                                                                   
 
 Series 1993-48, Class A-6, 6.25% 2008                              4,466          3,594          0.07           
 
Prudential Home Mortgage Securities Co., Inc.,                                                                   
 
 Series 1992-46, Class A-13, 10.682% 2008/5/                        4,431          2,171          0.04           
 
Prudential Home Mortgage Securities Co., Inc.,                                                                   
 
 Series 1992-37, Class A-6, 7.00% 2022                              2,500          2,416          0.05           
 
Prudential Home Mortgage Securities Co., Inc.,                                                                   
 
 Series 1993-7, Class A-4, 8.00% 2003                               9,323          9,011          0.18           
 
Prudential Home Mortgage Securities Co., Inc.,                                                                   
 
 Series 1993-7, Class A-5, 8.00% 2003                               7,336          7,276          0.15           
 
Residential Funding Mortgage Securities I, Inc.,                                                                 
 
 Series 1992-S22, Class A-5, 8.00% 2005                             221            220            0              
 
Residential Funding Mortgage Securities I, Inc.,                                                                 
 
 Series 1993-48, Class A-10, 8.2331% 2008                           4,598          2,391          0.05           
 
Residential Funding Mortgage Securities I, Inc.,                                                                 
 
 Series 1991-S5, Class A-8, 9.225% 2021                             83             83             0              
 
Residential Funding Mortgage Securities I, Inc.,                                                                 
 
 Series 1992-S6, Class A-10, 15.333% 2022/5/                        10,124         7,897          0.16           
 
Resolution Trust Corp., Series 1991-M5, Class B,                                                                 
 
 9.00% 2017                                                         2,806          2,701          0.05           
 
Resolution Trust Corp., Series 1992-C5, Class C,                                                                 
 
 8.85% 2022                                                         10,404         9,832          0.2            
 
Resolution Trust Corp., Series 1992-6, Class A-2B,                                                               
 
 8.40% 2024                                                         10,602         10,443         0.21           
 
Resolution Trust Corp., Series 1992-C6, Class C,                                                                 
 
 8.00% 2024                                                         7,257          6,595          0.13           
 
Resolution Trust Corp., Series 1993-C1, Class D,                                                                 
 
 9.45% 2024                                                         9,352          8,943          0.18           
 
Resolution Trust Corp., Series 1993-C1, Class E,                                                                 
 
 9.50% 2024                                                         1,042          992            0.02           
 
Resolution Trust Corp., Series 1993-C2, Class C,                                                                 
 
 8.00% 2025                                                         3,000          2,738          0.06           
 
Resolution Trust Corp., Series 1993-C2, Class D,                                                                 
 
 8.50% 2025                                                         3,290          3,075          0.06           
 
Resolution Trust Corp., Series 1993-C2, Class E,                                                                 
 
 8.50% 2025                                                         1,244          1,172          0.02           
 
Ryland Mortgage Securities Corp., Series 1991-14,                                                                
 
 Class F, 26.374% 2021/5/                                           1,070          1,188          0.02           
 
Sears Credit Account Trust, Series 1991-C, 8.65% 1998               20,000         20,162         0.41           
 
Standard Credit Card Master Trust I, credit card                                                                 
 
 participation certificates, Series 1991-1A, 8.50% 1997             20,500         20,654         0.42           
 
Standard Credit Card Master Trust I, credit card                                                                 
 
 participation certificates, Series 1994-2A, 7.25% 2008             5,000          4,563          0.09           
 
Standard Credit Card Trust, credit card participation                                                            
 
 certificates, Series 1990-3A, 9.50% 1998                           5,000          5,136          0.1            
 
Standard Credit Card Trust, credit card participation                                                            
 
 certificates, Series 1990-6A, 9.375% 1998                          9,500          9,737          0.2            
 
Standard Credit Card Trust, credit card participation                                                            
 
 certificates, Series 1991-3A, 8.875% 1999                          11,000         11,223         0.23           
 
Travelers Mortgage Services, Inc., pass-through                                                                  
 
 certificates, Series 1989-9, Class Z-2, 8.80% 2019                 1,003          978            0.02           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   220,810        4.45           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
GOVERNMENTAL                                                                                                     
 
GOVERNMENTS (EXCLUDING U.S. GOVERNMENT)                                                                          
 
Argentina (Republic of) 8.37% 2003                                  14,000         9,975          0.2            
 
Argentina (Republic of) 4.00% 2023                                  15,000         6,356          0.13           
 
Argentina Bocon 4.3125% 2001                                        11,500         6,692          0.14           
 
British Columbia Hydro & Power Authority 15.50% 2011/1/             17,000         19,743         0.4            
 
British Columbia Hydro & Power Authority 15.50% 2011/1/             11,967         14,127         0.29           
 
British Columbia Hydro & Power Authority 12.50% 2013/3/             4,000          4,637          0.09           
 
British Columbia Hydro & Power Authority 12.50% 2014/4/             7,000          8,165          0.17           
 
Canadian Government 8.75% 1996                                      C$40,000       28,541         0.58           
 
Canadian Government 9.25% 1996                                      46,250         33,252         0.67           
 
Canadian Government 10.50% 2001                                     3,000          2,280          0.05           
 
Canadian Government 4.25% 2021                                      1,000          661            0.01           
 
Italian Government National 8.50% 1999                              ITL5,000,0     2,706          0.05           
                                                                    00                                           
 
Italian Government National 8.50% 2004                              3,200,000      1,601          0.03           
 
Italian Government National 8.50% 2004                              12,500,000     6,185          0.13           
 
Italy (Republic of) 6.875% 2023                                     $20000         15,754         0.32           
 
Manitoba (Province of) 9.25% 2020                                   5,000          5,252          0.11           
 
National Bank of Hungary 8.80% 2002                                 3,500          3,080          0.06           
 
Netherlands Government DFL 7.50% 2023                               FL5,000        2,711          0.05           
 
New South Wales Treasury 6.50% 2006                                 A$3,000        1,711          0.03           
 
Nova Scotia (Province of) 7.25% 2013                                $ 4000         3,384          0.07           
 
Nova Scotia (Province of) 11.50% 2013                               2,212          2,460          0.05           
 
Ontario (Province of) 7.75% 2002                                    3,500          3,381          0.07           
 
Ontario (Province of) 17.00% 2011                                   11,250         13,535         0.27           
 
Ontario (Province of) 15.25% 2012                                   6,985          8,443          0.17           
 
Ontario (Province of) 11.50% 2013                                   5,000          5,553          0.11           
 
Petroleo Brasileiro S.A. 9.275% debentures 1998/3/                  7,500          7,613          0.15           
 
Quebec (Province of) 13.25%   2014                                  5,500          6,672          0.14           
 
Queensland Global Treasury Note 8.00% 2001                          17,000         11,701         0.24           
 
Queensland Global Treasury Note 12.00% 2001                         5,000          4,190          0.08           
 
Spain (Kingdom of) 11.45% 1998                                      PTA600,000     4,530          0.09           
 
Spain (Kingdom of) 10.50% 2003                                      600,000        4,231          0.09           
 
United Mexican States Government Eurobonds, Series A,                                                            
 
 6.25% 2019                                                         1,000          538            0.01           
 
United Mexican States Government Eurobonds, Series B,                                                            
 
 6.25% 2019                                                         6,500          3,494          0.07           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   253,154        5.12           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
DEVELOPMENT AUTHORITIES                                                                                          
 
Inter-American Development Bank 8.875% 2009                         10,000         10,585         0.21           
 
International Bank for Reconstruction & Development                                                              
 
 14.90% 1997                                                        2,500          2,854          0.06           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   13,439         0.27           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FEDERAL AGENCY OBLIGATIONS - MORTGAGE PASS-THROUGHS/4/                                                           
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                                                                 
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                                                                 
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                                                                 
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                                                                 
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                                                                 
 
Federal Home Loan Mortgage Corp. 8.00% 2003-2010                    9,114          8,740          0.18           
 
Federal Home Loan Mortgage Corp. 8.25% 2007                                                                      
 
Federal Home Loan Mortgage Corp. 8.25% 2007                                                                      
 
Federal Home Loan Mortgage Corp. 8.25% 2007                         4,011          3,874          0.08           
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                                                                 
 
Federal Home Loan Mortgage Corp. 8.50% 2002-2020                    16,442         16,172         0.33           
 
Federal Home Loan Mortgage Corp. 8.75% 2008                                                                      
 
Federal Home Loan Mortgage Corp. 8.75% 2008                                                                      
 
Federal Home Loan Mortgage Corp. 8.75% 2008                                                                      
 
Federal Home Loan Mortgage Corp. 8.75% 2008                                                                      
 
Federal Home Loan Mortgage Corp. 8.75% 2008                         5,267          5,191          0.11           
 
Federal Home Loan Mortgage Corp. 9.00% 2021                         1,548          1,557          0.03           
 
Federal Home Loan Mortgage Corp. 10.00% 2011-2019                                                                
 
Federal Home Loan Mortgage Corp. 10.00% 2011-2019                                                                
 
Federal Home Loan Mortgage Corp. 10.00% 2011-2019                   960            1,001          0.02           
 
Federal Home Loan Mortgage Corp. 10.75% 2010                                                                     
 
Federal Home Loan Mortgage Corp. 10.75% 2010                                                                     
 
Federal Home Loan Mortgage Corp. 10.75% 2010                        220            235            0              
 
Federal Home Loan Mortgage Corp. 11.50% 2000                                                                     
 
Federal Home Loan Mortgage Corp. 11.50% 2000                                                                     
 
Federal Home Loan Mortgage Corp. 11.50% 2000                        79             84             0              
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                                                                
 
Federal Home Loan Mortgage Corp. 12.00% 2010-2015                   2,542          2,749          0.06           
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.50% 2009-2019                   2,816          3,212          0.07           
 
Federal Home Loan Mortgage Corp. 12.75% 2015-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.75% 2015-2019                                                                
 
Federal Home Loan Mortgage Corp. 12.75% 2015-2019                   963            1,095          0.02           
 
Federal Home Loan Mortgage Corp. 13.00% 2014                        80             92             0              
 
Federal Home Loan Mortgage Corp. 13.50% 2018                        50             58             0              
 
Federal Home Loan Mortgage Corp. 13.75% 2014                        40             45             0              
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                                                                  
 
Federal National Mortgage Assn. 7.00% 2013-2023                     34,509         31,318         0.63           
 
Federal National Mortgage Assn. 7.50% 2023-2024                                                                  
 
Federal National Mortgage Assn. 7.50% 2023-2024                                                                  
 
Federal National Mortgage Assn. 7.50% 2023-2024                                                                  
 
Federal National Mortgage Assn. 7.50% 2023-2024                                                                  
 
Federal National Mortgage Assn. 7.50% 2023-2024                                                                  
 
FNCI  POOL #286168   7.500% 06-01-09                                                                             
 
FNCI  POOL #292811   7.500% 10-01-09                                                                             
 
FNCI  POOL #292956   7.500% 10-01-09                                                                             
 
FNCI  POOL #294214   7.500% 10-01-09                                                                             
 
FNCI  POOL #296707   7.500% 10-01-09                                                                             
 
Federal National Mortgage Assn. 7.50% 2023-2024                     18,472         17,366         0.35           
 
Federal National Mortgage Assn. 8.00% 2023                                                                       
 
Federal National Mortgage Assn. 8.00% 2023                                                                       
 
Federal National Mortgage Assn. 8.00% 2023                          3,985          3,817          0.08           
 
Federal National Mortgage Assn. 8.50% 2022-2023                                                                  
 
Federal National Mortgage Assn. 8.50% 2022-2023                                                                  
 
Federal National Mortgage Assn. 8.50% 2022-2023                                                                  
 
Federal National Mortgage Assn. 8.50% 2022-2023                     9,083          8,936          0.18           
 
Federal National Mortgage Assn. 9.00% 2018-2025                                                                  
 
Federal National Mortgage Assn. 9.00% 2018-2025                                                                  
 
Federal National Mortgage Assn. 9.00% 2018-2025                     6,020          6,051          0.12           
 
Federal National Mortgage Assn. 11.00% 2015                         213            229            0              
 
Federal National Mortgage Assn. 11.25% 2014                         110            118            0              
 
Federal National Mortgage Assn. 11.50% 2010-2014                                                                 
 
Federal National Mortgage Assn. 11.50% 2010-2014                                                                 
 
Federal National Mortgage Assn. 11.50% 2010-2014                    454            493            0.01           
 
Federal National Mortgage Assn. 12.00% 2015-2019                                                                 
 
Federal National Mortgage Assn. 12.00% 2015-2019                                                                 
 
Federal National Mortgage Assn. 12.00% 2015-2019                    229            251            0.01           
 
Federal National Mortgage Assn. 12.50% 2015                                                                      
 
Federal National Mortgage Assn. 12.50% 2015                                                                      
 
Federal National Mortgage Assn. 12.50% 2015                         508            559            0.01           
 
Federal National Mortgage Assn. 13.00% 2014                         67             77             0              
 
Federal National Mortgage Assn. 13.25% 2015                         28             32             0              
 
Federal National Mortgage Assn. 15.00% 2013                         99             114            0              
 
Government National Mortgage Assn. 4.50% 2023-2024                                                               
 
Government National Mortgage Assn. 4.50% 2023-2024                                                               
 
Government National Mortgage Assn. 4.50% 2023-2024                                                               
 
Government National Mortgage Assn. 4.50% 2023-2024                                                               
 
Government National Mortgage Assn. 4.50% 2023-2024                                                               
 
Government National Mortgage Assn. 4.50% 2023-2024/3/               159,115        144,758        2.93           
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024                                                                    
 
Government National Mortgage Assn. 5.00% 2024/3/                    66,023         61,131         1.24           
 
Government National Mortgage Assn. 5.50% 2024                                                                    
 
Government National Mortgage Assn. 5.50% 2024                                                                    
 
Government National Mortgage Assn. 5.50% 2024/3/                    1,921          1,809          0.04           
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                                                               
 
Government National Mortgage Assn. 6.50% 2023-2024                  38,758         33,587         0.68           
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                                                               
 
Government National Mortgage Assn. 7.00% 2022-2025                  79,215         71,154         1.44           
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2022-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2017-2024                                                               
 
Government National Mortgage Assn. 7.50% 2022-2024                                                               
 
Government National Mortgage Assn. 7.50% 2022-2024                                                               
 
Government National Mortgage Assn. 7.50% 2022-2024                  58,614         54,417         1.1            
 
Government National Mortgage Assn. 8.00% 2017-2023                                                               
 
Government National Mortgage Assn. 8.00% 2017-2023                                                               
 
Government National Mortgage Assn. 8.00% 2017-2023                                                               
 
Government National Mortgage Assn. 8.00% 2017-2023                  4,167          4,013          0.08           
 
Government National Mortgage Assn. 8.50% 2020                       2,153          2,116          0.04           
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2021                                                               
 
Government National Mortgage Assn. 9.00% 2016-2024                                                               
 
Government National Mortgage Assn. 9.00% 2016-2024                                                               
 
Government National Mortgage Assn. 9.00% 2016-2024                                                               
 
Government National Mortgage Assn. 9.00% 2016-2024                                                               
 
Government National Mortgage Assn. 9.00% 2016-2024                  13,111         13,226         0.27           
 
Government National Mortgage Assn. 9.50% 2017-2020                                                               
 
Government National Mortgage Assn. 9.50% 2017-2020                                                               
 
Government National Mortgage Assn. 9.50% 2017-2020                                                               
 
Government National Mortgage Assn. 9.50% 2017-2020                  3,172          3,272          0.07           
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                                                              
 
Government National Mortgage Assn. 10.00% 2017-2019                 3,665          3,852          0.08           
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                                                              
 
Government National Mortgage Assn. 10.50% 2015-2019                 1,224          1,305          0.03           
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                                                              
 
Government National Mortgage Assn. 11.00% 2013-2016                 2,177          2,365          0.05           
 
Government National Mortgage Assn. 11.50% 2015                      82             90             0              
 
Government National Mortgage Assn. 12.00% 2014                      201            218            0              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                                                              
 
Government National Mortgage Assn. 12.50% 2010-2015                 1,388          1,559          0.03           
 
Government National Mortgage Assn. 13.25% 2014                                                                   
 
Government National Mortgage Assn. 13.25% 2014                                                                   
 
Government National Mortgage Assn. 13.25% 2014                      113            126            0              
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   512,464        10.37          
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FEDERAL AGENCY OBLIGATION - OTHER                                                                                
 
Federal Home Loan Bank Bonds 6.00% 1996                             10,000         9,787          0.2            
 
Federal Home Loan Bank Bonds 8.23% 2004                             5,000          4,830          0.1            
 
Federal Home Loan Bank Notes 6.41% 2003                             3,685          3,178          0.06           
 
Federal Home Loan Bank Notes 6.16% 2004                             24,000         20,625         0.42           
 
Federal Home Loan Bank Notes 6.27% 2004                             5,000          4,341          0.09           
 
Federal Home Loan Mortgage Notes 5.74% 2003                         6,500          5,450          0.11           
 
Federal Home Loan Mortgage Notes 6.185% 2003                        13,100         11,381         0.23           
 
Federal Home Loan Mortgage Notes 6.24% 2003                         2,900          2,508          0.05           
 
Federal Home Loan Mortgage Notes 6.28% 2003                         3,000          2,559          0.05           
 
Federal Home Loan Mortgage Notes 6.30% 2003                         2,000          1,756          0.04           
 
Federal Home Loan Mortgage Notes 6.375% 2003                        5,820          5,136          0.1            
 
Federal Home Loan Mortgage Notes 6.39% 2003                         4,500          3,960          0.08           
 
Federal Home Loan Mortgage Notes 6.50% 2003                         6,200          5,413          0.11           
 
Federal Home Loan Mortgage Notes 6.19% 2004                         6,000          5,137          0.1            
 
Federal Home Loan Mortgage Notes 6.27% 2004                         2,500          2,163          0.04           
 
Federal Home Loan Mortgage Notes 7.29% 2004                         6,000          5,535          0.11           
 
Federal National Mortgage Association Notes 6.30% 1997              15,000         14,255         0.29           
 
Federal National Mortgage Association, medium-term note,                                                         
 
 5.20% 1998                                                         15,000         13,733         0.28           
 
Federal National Mortgage Association, medium-term note,                                                         
 
 5.30% 1998                                                         12,500         11,438         0.23           
 
Federal National Mortgage Association, medium-term note,                                                         
 
 6.14% 2004                                                         13,000         11,239         0.23           
 
FNSM Callable Principal STRIPS 0%/8.25% 2022/2/                     4,500          2,945          0.06           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   147,369        2.98           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
COLLATERALIZED MORTGAGE OBLIGATIONS - FEDERAL AGENCIES/4/                                                        
 
Federal Home Loan Mortgage Corp., Series 1604, Class SA,                                                         
 
 7.5067% 2008/5/                                                    2,000          1,015          0.02           
 
Federal Home Loan Mortgage Corp., Series 1625, Class SC,                                                         
 
 7.117803% 2008/5/                                                  3,000          1,515          0.03           
 
Federal Home Loan Mortgage Corp., Series 1716, Claass A,                                                         
 
 6.50% 2009                                                         4,750          4,061          0.08           
 
Federal Home Loan Mortgage Corp., Series 1082, Class B,                                                          
 
 9.00% 2020                                                         2,522          2,533          0.05           
 
Federal Home Loan Mortgage Corp., Series 1574, Class AB,                                                         
 
 6.50% 2023                                                         4,338          2,533          0.05           
 
Federal Home Loan Mortgage Corp., Series 21, Class GNMA                                                          
 
 SE, 8.0309% 2023/5/                                                4,000          1,598          0.03           
 
Federal Home Loan Mortgage Corp., Series 1657, Class SA,                                                         
 
 8.6026% 2023/5/                                                    7,520          2,999          0.06           
 
Federal Home Loan Mortgage Corp., Series 1673, Class SA,                                                         
 
 6.7691% 2024/5/                                                    7,879          2,718          0.06           
 
Federal Home Loan Mortgage Corp., Series 1671, Class O,                                                          
 
 16.3085% 2024/5/                                                   13,330         4,399          0.09           
 
Federal National Mortgage Assn., Series 90-142, Class J,                                                         
 
 9.25% 2003                                                         5,000          5,028          0.1            
 
Federal National Mortgage Assn., Series 91-146, Class Z,                                                         
 
 8.00% 2006                                                         5,793          5,400          0.11           
 
Federal National Mortgage Assn., Series 93-229, Class SB,                                                        
 
 7.134% 2008/5/                                                     4,000          1,600          0.03           
 
Federal National Mortgage Assn., Series 93-78, Class SB,                                                         
 
 9.054% 2008                                                        3,412          1,842          0.04           
 
Federal National Mortgage Assn., Series 93-107, Class SA,                                                        
 
 9.6212% 2008/5/                                                    5,906          3,278          0.07           
 
Federal National Mortgage Assn., Series 91-65, Class X,                                                          
 
 6.50% 2019                                                         18,473         14,940         0.3            
 
Federal National Mortgage Assn., Series 90-93, Class G,                                                          
 
 5.50% 2020                                                         1,500          1,190          0.02           
 
Federal National Mortgage Assn., Series G93-19SJ, Class I,                                                       
 
 1.7647% 2023/5/                                                    467            119            0              
 
Federal National Mortgage Assn., Series 93-130, Class SA,                                                        
 
 10.9133% 2023/5/                                                   3,758          1,747          0.04           
 
Federal National Mortgage Assn., Series 93-120, Class SB,                                                        
 
 10.9134% 2023/5/                                                   5,828          2,928          0.06           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   61,443         1.24           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
U.S. TREASURY OBLIGATIONS                                                                                        
 
12.625% May 1995                                                    15,000         15,340         0.31           
 
8.875% February 1996                                                42,000         42,623         0.86           
 
7.625% April 1996                                                   30,000         30,052         0.61           
 
9.375% April 1996                                                   20,000         20,444         0.41           
 
7.25% August 1996                                                   20,000         19,884         0.4            
 
8.00% October 1996                                                  14,500         14,577         0.3            
 
8.00% January 1997                                                  63,000         63,325         1.28           
 
8.50% April 1997                                                    50,000         50,750         1.03           
 
8.75% October 1997                                                  7,500          7,669          0.16           
 
8.875% November 1997                                                11,500         11,804         0.24           
 
8.125% February 1998                                                207,000        208,586        4.22           
 
9.25% August 1998                                                   170,000        177,385        3.59           
 
8.875% February 1999                                                21,000         21,735         0.44           
 
9.125% May 1999                                                     18,750         19,605         0.4            
 
6.875% July 1999                                                    42,000         40,425         0.82           
 
8.875% May 2000                                                     10,000         10,459         0.21           
 
8.750% August 2000                                                  25,000         26,023         0.53           
 
8.50% November 2000                                                 30,000         30,923         0.63           
 
7.75% February 2001                                                 5,000          4,980          0.1            
 
13.125% May 2001                                                    21,500         27,147         0.55           
 
14.25% February 2002                                                7,000          9,399          0.19           
 
6.375% August 2002                                                  9,200          8,424          0.17           
 
11.625% November 2002                                               70,000         85,093         1.72           
 
11.625% November 2004                                               94,750         118,674        2.4            
 
10.375% November 2009                                               7,000          8,127          0.16           
 
14.00% November 2011                                                12,000         17,467         0.35           
 
8.875% August 2017                                                  31,500         34,315         0.69           
 
6.25% August 2023                                                   10,000         8,130          0.16           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   1,133,365      22.93          
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
FLOATING RATE EURODOLLAR NOTES (UNDATED)/3/                                                                      
 
Allied Irish Banks Ltd. 6.187%                                      10,000         8,500          0.17           
 
Bank of Nova Scotia 5.437%                                          15,000         11,903         0.24           
 
Bergen Bank 5.4375%                                                 5,000          3,913          0.08           
 
Canadian Imperial Bank of Commerce 3.875%                           18,500         14,800         0.3            
 
Christiana Bank Og Kreditkasse 6.3125%                              6,000          4,725          0.1            
 
Financiere Credit Suisse 3.4375%                                    8,000          6,440          0.13           
 
Hongkong and Shanghai Banking Corp. 5.5625%                         10,000         8,050          0.16           
 
Lloyds Bank FRN (#2) 5.412%                                         5,000          4,263          0.09           
 
Lloyds Bank FRN (#3) 6.187%                                         5,000          4,213          0.09           
 
National Bank of Canada 2.7187%                                     5,000          3,400          0.07           
 
Standard Chartered Bank 7.00%                                       15,000         11,400         0.23           
 
Standard Chartered Bank 5.025%                                      5,000          3,800          0.08           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   85,407         1.74           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
EQUITY-TYPE SECURITIES & MISCELLANEOUS                                                                           
 
EQUITY-TYPE SECURITIES/6/                                                                                        
 
California Federal Bank, Inc., Class A                              2,002          21,768         0.44           
 
Dial Page, Inc., warrants                                           39             5              0              
 
Glendale Federal Bank, warrants expire 03/10/00                     8              8              0              
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   21,781         0.44           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
MISCELLANEOUS                                                                                                    
 
ASH Capital Finance, Ltd. 9.50% 2006                                4,500          4,625          #DIV/0         
 
#N/A                                                                12,500         3,687          #DIV/0         
 
#N/A                                                                3,500          2,415          #DIV/0         
 
#N/A                                                                20,000         6,800          #DIV/0         
 
Investment securities in the initial period of                                                                   
 
 acquisition                                                                       17,527         0.35           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
                                                                                                                 
 
TOTAL BONDS, NOTES AND EQUITY-TYPE SECURITIES                                      ----------     ---------      
                                                                                                  -              
 
 (cost $4,718,738)                                                                 4,370,463      88.12          
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
SHORT-TERM SECURITIES                                                                                            
 
COMMERCIAL PAPER                                                                                                 
 
AIG Funding Inc. 5.80% due 1/3/95                                   20,000         19,990         0.4            
 
AIG Funding Inc. 6.01% due 1/11/95                                  10,000         9,982          0.2            
 
American Telephone and Telegraph Co. 5.45% due 1/12/95              25,000         24,953         0.51           
 
Bayerische Landesbank Girozentrale 6.01% due 1/11/95                12,000         11,978         0.24           
 
Beneficial Corp. 5.76% due 1/18/95                                  10,000         9,971          0.2            
 
Beneficial Corp. 5.99% due 1/31/95                                  10,000         9,949          0.2            
 
Beneficial Corp. 6.15% due 2/17/95                                  25,000         24,797         0.5            
 
Commerzbank U.S. Finance Inc. 5.88% due 1/3/95                      27,700         27,686         0.56           
 
Deere & Co. 6.11% due 2/21/95                                       20,000         19,827         0.4            
 
Eli Lilly & Co. 5.77% due 1/6/95                                    15,800         15,785         0.32           
 
Ford Motor Credit Co. 6.03% due 1/5/95                              15,000         14,988         0.3            
 
Ford Motor Credit Co. 6.10% due 1/19/95                             25,000         24,920         0.5            
 
Ford Motor Credit Co. 5.81% due 1/20/95                             23,350         23,275         0.47           
 
Ford Motor Credit Co. 6.01% due 2/28/95                             8,250          8,170          0.17           
 
General Electric Capital Corp. 5.49% due 1/9/95                     35,250         35,201         0.71           
 
H.J. Heinz Co. 5.95% due 1/20/95                                    15,000         14,951         0.3            
 
H.J. Heinz Co. 5.95% due 1/23/95                                    3,970          3,955          0.08           
 
H.J. Heinz Co. 6.10% due 1/24/95                                    25,000         24,899         0.5            
 
H.J. Heinz Co. 5.95% due 2/15/95                                    8,000          7,939          0.16           
 
John Deere Capital Corp. 6.14% due 2/6/95                           15,000         14,907         0.3            
 
Kimberly-Clark Corp. 5.93% due 1/18/95                              20,000         19,941         0.4            
 
Miles, Inc. 5.80% due 1/19/95                                       20,000         19,939         0.4            
 
Monsanto Co. 5.93% due 1/6/95                                       6,150          6,144          0.12           
 
National Rural Utilities Cooperative Finance Corp. 5.94%                                                         
 
due 1/12/95                                                         10,000         9,980          0.2            
 
Texaco Inc. 6.02% due 1/17/95                                       20,000         19,944         0.4            
 
U S WEST Communications, Inc. 5.47% due 1/17/95                     5,300          5,286          0.11           
 
U S WEST Communications, Inc. 5.99% due 2/22/95                     7,000          6,938          0.14           
 
Xerox Corp. 5.89% due 2/6/95                                        22,000         21,868         0.44           
 
Xerox Corp. 6.12% due 2/10/95                                       23,600         23,437         0.47           
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                   481,600        9.7            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
Federal Agency Discount Notes                                                                                    
 
Federal Farm Credit Banks 5.94% due 1/11/95                         10,000         9,982          0.2            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
                                                                                                                 
 
                                                                                                                 
 
TOTAL SHORT-TERM SECURITIES (Cost $491,585)                                        491,582        9.9            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
TOTAL INVESTMENT SECURITIES (cost $5,210,323)                                      4,862,045      98.02          
 
                                                                                                                 
 
Excess of  cash and receivables over payables                                      79,105         1.6            
 
                                                                                   ----------     ---------      
                                                                                                  -              
 
NET ASSETS                                                                         4,941,150      99.62          
 
                                                                                   ==========     =========      
 
</TABLE>
 
/1/  Purchased in a private placement transaction; resale
 to the public may require registration. 
/2/  Represents a zero coupon bond which will convert to
 an interest bearing security at a later date. 
/3/  Coupon rates may change periodically. 
/4/ Pass-through securities backed by a pool of 
 mortgages or other loans on which principal payments
 are periodically made.  Therefore, the effective 
 maturity of these securities is shorter than the stated
 maturity. 
/5/  Represents an inverse floater, which is a floating
 rate note whose interest rate moves in the opposite 
 direction of prevailing interest rates. 
/6/  Non-income-producing security 
See Notes to Financial Statements 
The Bond Fund of America
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
December 31, 1994                               (dollars in               thousands)         
 
Assets:                                                                                      
 
Investment securities at market                                                              
 
<S>                                             <C>                      <C>                 
 (cost: $5,210,323)                                                      $4,862,045          
 
Cash                                                                     3,838               
 
Prepaid expense ....................                                                         
 
Receivables for--                                                                            
 
 Sales of investments                           $19,418                                      
 
 Sales of Fund's shares                         13,531                                       
 
                                                                                             
 
 Dividends and accrued interest                 86,501                   119,450             
 
                                                ------------             --------------      
                                                                         -                   
 
                                                                         4,985,333           
 
Liabilities:                                                                                 
 
Payables for--                                                                               
 
 Purchases of investments                       29,639                                       
 
 Repurchases of fund's shares                   11,087                                       
 
 Forward currency contracts                     1,403                                        
 
 Management services                            1,586                                        
 
 Accrued expenses                               468                      44,183              
 
                                                ------------             --------------      
                                                                         -                   
 
Net Assets at December 31, 1994--                                                            
 
 Equivalent to $12.69 per share on                                                           
 
 389,436,473 shares of $1 par value                                                          
 
 capital stock outstanding (authorized                                                       
 
 capital stock - 500,000,000 shares)                                     $4,941,150          
 
                                                                         ==============      
                                                                         =                   
 
STATEMENT OF OPERATIONS                                                                      
 
for the year ended December 31, 1994            (dollars in               thousands)         
 
Investment Income:                                                                           
 
Income:                                                                                      
 
 Interest                                       430,119                                      
 
 Dividends from investment in stocks            20                       $430,139            
 
                                                ------------                                 
 
Expenses:                                                                                    
 
 Management services fee                        18,755                                       
 
 Distribution expenses                          11,347                                       
 
 Transfer agent fee                             3,751                                        
 
 Reports to shareholders                        175                                          
 
 Registration statement and prospectus          146                                          
 
 Postage, stationery and supplies               301                                          
 
 Directors' fees                                37                                           
 
 Auditing and legal fees                        46                                           
 
 Custodian fee                                  293                                          
 
 Taxes other than federal income tax            81                       34,932              
 
                                                ------------             --------------      
                                                                         -                   
 
Net investment income                                                    $395,207            
 
                                                                         ==============      
                                                                         =                   
 
Realized Loss and Unrealized                                                                 
 
 Depreciation on Investments:                                                                
 
Net realized loss                                                        (36,092)            
 
Net unrealized depreciation on                                                               
 
 Investments                                    (624,178)                                    
 
 Open forward currency contracts                (2,363)                                      
 
                                                ------------                                 
 
  Net unrealized depreciation                                            (626,541)           
 
                                                                         --------------      
                                                                         -                   
 
 Net realized loss and                                                                       
 
  unrealized depreciation                                                                    
 
  on investments                                                         (662,633)           
 
                                                                         --------------      
                                                                         -                   
 
Net Decrease in Net Assets Resulting                                     ($267,426)          
 
 from Operations                                                         ==============      
                                                                         =                   
 
                                                                                             
 
                                                                                             
 
                                                                                             
 
                                                                                             
 
STATEMENT OF CHANGES IN NET ASSETS              (dollars in               thousands)         
 
                                                                                             
 
                                                Year ended               December 31         
 
                                                1994                     1993                
 
Operations:                                                                                  
 
Net investment income                           $395,207                 $352,923            
 
Net realized gain(loss) on investments          (36,092)                 130,054             
 
Net unrealized appreciation                                                                  
 
 (depreciation) on investments                  (626,541)                121,833             
 
                                                ------------             --------------      
                                                                         -                   
 
 Net increase (decrease) in net assets                                                       
 
  resulting from operations                     (267,426)                604,810             
 
                                                ------------             --------------      
                                                                         -                   
 
Dividends and Distributions Paid to                                                          
 
 Shareholders:                                                                               
 
 Dividends from net                                                                          
 
  investment income                             (396,205)                (348,157)           
 
 Distributions from net realized gain                                                        
 
  on investments                                  --                     (137,077)           
 
                                                ------------             --------------      
                                                                         -                   
 
  Total dividends and distributions             (396,205)                (485,234)           
 
                                                ------------             --------------      
                                                                         -                   
 
Capital Share Transactions:                                                                  
 
Proceeds from shares sold:                                                                   
 
 99,296,409 and 127,144,414                                                                  
 
 shares, respectively                           1,337,647                1,858,704           
 
Proceeds from shares issued in                                                               
 
 reinvestment of net investment                                                              
 
 income dividends and distributions                                                          
 
 of net realized gain on investments:                                                        
 
 20,827,138 and 24,515,759 shares,                                                           
 
 respectively                                   277,618                  357,602             
 
Cost of shares repurchased:                                                                  
 
 96,388,393 and 66,054,022                                                                   
 
 shares, respectively                           (1,295,101)              (968,614)           
 
                                                ------------             --------------      
                                                                         -                   
 
 Net increase in net assets                                                                  
 
 resulting from capital share                                                                
 
 transactions                                   320,164                  1,247,692           
 
                                                ------------             --------------      
                                                                         -                   
 
Total Increase (Decrease) in Net Assets         (343,467)                1,367,268           
 
                                                                                             
 
Net Assets:                                                                                  
 
Beginning of year                               5,284,617                3,917,349           
 
                                                ------------             --------------      
                                                                         -                   
 
End of year (including                                                                       
 
 undistributed net investment                                                                
 
 income: $10,433 and $10,941                                                                 
 
 respectively)                                  4,941,150                $5,284,617          
 
                                                ============             ==============      
                                                                         =                   
 
</TABLE>
 
See Notes to Financial Statements
                         NOTES TO FINANCIAL STATEMENTS
1.  Bond Fund of America (the "fund") is registered under the Investment
Company Act of 1940 as an open-end, diversified management investment company. 
The following paragraphs summarize the significant accounting policies
consistently followed by the fund in the preparation of its financial
statements:
  Bonds and notes are valued at prices obtained from a bond-pricing service
provided by a major dealer in bonds, when such prices are available; however,
in circumstances where the investment adviser deems it appropriate to do so,
such securities will be valued at the mean of their representative quoted bid
and asked prices or, if such prices are not available, at the mean of such
prices for securities of comparable maturity, quality and type.  Securities
denominated in non-U.S. currencies are generally valued on the basis of bid
quotations.  Equity-type securities are stated at market value based upon
closing sales prices reported on recognized securities exchanges on the last
business day of the period or, for listed securities having no sales reported
and for unlisted securities, upon last-reported bid prices on that date. 
Short-term securities with original or remaining maturities in excess of 60
days, including forward currency contracts, are valued at the mean of their
quoted bid and asked prices.  Short-term securities with 60 days or less to
maturity are valued at amortized cost, which approximates market value.  The
maturities of variable or floating rate instruments are deemed to be the time
remaining until the next interest rate adjustment date.  Securities for which
market quotations are not readily available are valued at fair value as
determined in good faith by the Valuation Committee of the Board of Directors.
  As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold.  Realized gains
and losses from securities transactions are reported on an identified cost
basis. Interest income is reported on the accrual basis.  Discounts on
securities purchased are amortized over the life of the respective securities. 
The fund does not amortize premiums on securities purchased.  Dividends are
declared on a daily basis after determination of the fund's net asset value and
are paid to shareholders on a monthly basis.
  
  Investment securities, including forward currency contracts, denominated in
non-U.S. currencies are recorded in the financial statements after translation
into U.S. dollars utilizing rates of exchange on the last business day of the
year.  Interest income from such investments is calculated using the
approximate exchange rate as accrued or when received.  Purchases and sales of
investment securities and interest income are calculated using the approximate
exchange rate as accrued.  The fund does not identify the portion of each
amount shown in the fund's Statement of Operations under the caption "Realized
Loss and Unrealized Depreciation on Investments" that arises from changes in
non-U.S. currency exchange rates.  
 Pursuant to the custodian agreement, the fund receives credit against its
custodian fee for imputed interest on certain balances with the with the
custodian bank.  The custodian fee of $293,000 includes $111,000 that was paid
by credits rather than in cash.
2.  It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders.  Therefore, no federal income tax provision
is required.
  
  As of December 31, 1994, net unrealized depreciation on investments,
excluding forward currency contracts, for book and federal income tax purposes
aggregated $348,278,000, of which $29,860,000 related to appreciated securities
and $378,138,000 related to depreciated securities.  During the year ended
December 31, 1994, the fund realized, on a tax basis, a net capital loss of
$36,090,000 on securities transactions.  The fund has available at December 31,
1994, a net capital loss carryforward totaling $23,841,000 which may be used to
offset capital gains realized during subsequent years through 2002 and thereby
relieve the fund and its shareholders of any federal income tax liability with
respect to capital gains that are so offset.  It is the intention of the fund
not to make distributions from capital gains while there is a capital loss
carryforward.  The cost of portfolio securities, excluding foreign currency
contracts, for book and federal income tax purposes was $5,210,323,000 at
December 31, 1994.
 
3.  The fee of $18,755,0000 for management services was paid pursuant to an
agreement with Capital Research and Management Company (CRMC), with which
certain officers and Directors of the fund are affiliated.  The Investment
Advisory and Service Agreement provides for monthly fees, accrued daily, based
on an annual rate of 0.30% of the first $60 million of average net assets;
0.21% of such assets in excess of $60 million but not exceeding $1 billion;
0.18% of such assets in excess of $1 billion but not exceeding $3 billion; and
0.16% of such assets in excess of $3 billion ("asset-based fee"); plus 3.00% on
the first $450,000 of the fund's monthly gross investment income, plus 2.25% of
such income in excess of $450,000  ("income-based fee").  
  Pursuant to a Plan of Distribution, the fund may expend up to 0.25% of its
average net assets annually for any activities primarily intended to result in
sales of fund shares, provided the categories of expenses for which
reimbursement is made are approved by the fund's Board of Directors.  Fund
expenses under the Plan include payments to dealers to compensate them for
their selling and servicing efforts.  During the year ended December 31, 1994,
distribution expenses under the Plan were $11,347,000.  As of December 31,
1994, accrued and unpaid distribution expenses were $829,000.
  American Funds Service Company (AFS), the transfer agent for the fund, was
paid a fee of $3,751,000.  American Funds Distributors, Inc. (AFD), the
principal underwriter of the fund's shares, received $4,562,000 (after
allowances to dealers) as its portion of the sales charges paid by purchasers
of the fund's shares.  Such sales charges are not an expense of the fund and,
hence, are not reflected in the accompanying statement of operations. 
  CRMC is owned by The Capital Group, Inc.  AFS and AFD are both wholly owned
subsidiaries of CRMC.  Certain of the Directors and officers of the fund are or
may be considered to be affiliated with CRMC, AFS and AFD.  No affiliated
officers, directors or employees of CRMC, AFS and AFD received any remuneration
directly from the fund.
4.  As of December 31, 1994, accumulated undistributed net realized loss on
investments was $35,644,000 and paid-in capital was $4,926,606,000.
  The fund made purchases and sales of investment securities, excluding
short-term securities, of $2,822,901,000 and $2,634,896,000, respectively,
during the year ended December 31, 1994.
    The fund purchases forward currency contracts in anticipation of, or to
protect itself against, fluctuations in exchange rates.  The contracts are
recorded at market value and reflect the extent of the fund's involvement in
these financial instruments.  Risks may arise upon entering these contracts
from the potential inability of counterparties to meet the terms of their
contracts and from the possible movements in foreign exchange rates and
securities values underlying these instruments.  The fund reclassified
$7,850,000 from undistributed net realized gains to undistributed net
investment income for the year ended December 31, 1994.  At December 31, 1994,
the fund had outstanding forward currency contracts to sell non-U.S. currencies
as follows:    
 
*****
 
<TABLE>
<CAPTION>
                                                          Contract            Amount            U.S.              at 12/31/94       
 
                                                                                                Valuations                          
 
 
                                                          ------------        -----------       ------------      ------------      
 
 
<S>                                                <C>    <C>                 <C>               <C>               <C>               
 
                                                                                                                  Unrealized        
 
 
                                                                                                                  Appreciation      
 
 
Non-U.S. currency contracts                               Non-U.S.            U.S.              Amount            (Depreciation     
 
                                                                                                                  )                 
 
 
                                                                                                                                    
 
 
French Francs  expiring 11/27/95 to 9/9/98         FF     70,000,000          $11,811,000       $13,051,000       ($1,240,000)      
 
 
Great Britain Pounds expiring 5/19/95              GB     3,325,000           4,996,000         5,205,000         (209,000)         
 
                                                   P                                                                                
 
   
Japanese Yen expiring 11/22/95                     (yen)  1,000,000,000       10,582,000        10,492,000        90,000            
    
 
Netherland Guilders expiring 6/8/95                FL     4,820,000           2,753,000         2,797,000         (44,000)          
 
 
                                                                              -----------       -----------       ----------        
 
 
                                                                                                                                    
 
 
                                                                              $30,142,000       $31,545,000       ($1,403,000)      
 
 
                                                                              ============      ============      ==========        
 
 
                                                                                                                                    
 
 
</TABLE>
 
*****
Per-Share Data and Ratios
 
<TABLE>
<CAPTION>
                                                                               Year         Ended        December     31           
 
                                                                  1994         1993         1992         1991         1990         
 
<S>                                                               <C>          <C>          <C>          <C>          <C>          
Net asset value, beginning of years                               $14.45       $13.99       $13.70       $12.39       $13.23       
 
                                                                  -------      -------      -------      ------       -----        
 
                                                                                                                                   
 
 Income from investment operations:                                                                                                
 
  Net investment income                                           1.05         1.09         1.15         1.21         1.24         
 
  Net realized and unrealized gain(loss) on investments           (1.76)       0.84         0.34         1.28         (0.84)       
 
                                                                  -------      -------      -------      ------       -----        
 
   Total from investment operations                               (0.71)       1.93         1.49         2.49         0.40         
 
                                                                  -------      -------      -------      ------       -----        
 
                                                                                                                                   
 
 Less distributions:                                                                                                               
 
  Dividends from net investment income                            (1.05)       (1.08)       (1.16)       (1.18)       (1.24)       
 
  Distributions from capital gains                                --           (0.39)       (0.04)       --           --           
 
                                                                  -------      -------      -------      ------       -----        
 
   Total distributions                                            (1.05)       (1.47)       (1.20)       (1.18)       (1.24)       
 
                                                                  -------      -------      ------       ------       -----        
 
Net asset value, end of year                                      $12.69       $14.45       $13.99       $13.70       $12.39       
 
                                                                  ========     ========     =======      ======       =====        
 
                                                                                                                                   
 
Total Return*                                                     (5.02%)      14.14%       11.34%       21.04%       3.27%        
 
                                                                                                                                   
 
Ratios/supplemental data:                                                                                                          
 
 Net assets, end of period (in millions)                          $4,941       $5,285       $3,917       $2,859       $1,945       
 
 Ratio of expenses to average net assets                          .69%         .71%         .73%         .77%         .76%         
 
 Ratio of net income to average net assets                        7.77%        7.53%        8.36%        9.28%        9.70%        
 
 Portfolio turnover rate                                          57.0%        44.7%        49.7%        56.5%        59.9%        
 
</TABLE>
 
*This was calculated without deducting a sales charge.  The maximum sales
charge is 4.75% of the fund's offering price.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
The Bond Fund of America, Inc.:
 We have audited the accompanying statement of assets and liabilities,
including the investment portfolio, of The Bond Fund of America, Inc., as of
December 31, 1994, and the related statement of operations for the year then
ended, the statement of changes in net assets for the two years then ended, and
the per-share data and ratios for each of the five years in the period then
ended.  These financial statements and the per-share data and ratios are the
responsibility of the Fund's management.  Our responsibility is to express an
opinion on these financial statements and the per-share data and ratios based
on our audits.
 We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
per-share data and ratios are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned at December 31, 1994 by correspondence with the custodian and brokers. 
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 audits provide a reasonable basis
for our opinion.
 In our opinion, the financial statements and per-share data and ratios
referred to above present fairly, in all material respects, the financial
position of The Bond Fund of America, Inc., at December 31, 1994, the results
of its operations, the changes in its net assets and the per-share data and
ratios for the respective stated years, in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
Los Angeles, California
January 27, 1995


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission