BOND FUND OF AMERICA INC
485BPOS, 1999-02-26
Previous: BLUEFIELD GAS CO, U-3A-2, 1999-02-26
Next: BOND FUND OF AMERICA INC, NSAR-B, 1999-02-26


 
 
SIGNED
SEC. File Nos. 2- 50700
               811-2444 
                                                                             
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   
                                      FORM N-1A
                              Registration Statement
                                      Under
                            the Securities Act of 1933
                         Post-Effective Amendment No. 44
                                      and
                             Registration Statement
                                     Under
                        The Investment Company Act of 1940
                              Amendment No. 25    
                                  
                         THE BOND FUND OF AMERICA, INC. 
                (Exact Name of Registrant as specified in charter)
                            333 South Hope Street
                        Los Angeles, California 90071
                    (Address of principal executive offices)
 
               Registrant's telephone number, including area code:
                               (213) 486-9200
                                  
 
                         JULIE F. WILLIAMS, Secretary
                        The Bond Fund of America, Inc.
                            333 South Hope Street
                        Los Angeles, California 90071
                   (name and address of agent for service)
                                  
 
                                 Copies to:
                          ROBERT E. CARLSON, ESQ.
                   PAUL, HASTINGS, JANOFSKY & WALKER LLP
                           555 S. Flower Street
                         Los Angeles, CA 90071-2371
                        (Counsel for the Registrant)
                                  
                 Approximate date of proposed public offering:
      It is proposed that this filing become effective on March 1, 1999, 
                    pursuant to paragraph (b) of rule 485.    
 
<PAGE>
 
                           [THE AMERICAN FUNDS LOGO]
 
- --------------------------------------------------------------------------------
 
                                 The Bond Fund
                                 of America(SM)
                                   Prospectus
 
                                 MARCH 1, 1999
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<PAGE>
 
THE BOND FUND OF AMERICA, INC.
333 South Hope Street
Los Angeles, CA 90071
   
TICKER SYMBOL: ABNDX             NEWSPAPER ABBREV.: Bond            FUND NO.: 08
 
- -----------------------------------------------------------------
TABLE OF CONTENTS
 
<TABLE>
<S>                                                           <C>
Risk/Return Summary                                             2
 ..................................................................
Fees and Expenses of the Fund                                   5
 ..................................................................
Investment Objective, Strategies and Risks                      6
 ..................................................................
Year 2000                                                       9
 ..................................................................
Management and Organization                                    10
 ..................................................................
Shareholder Information                                        12
 ..................................................................
Purchase and Exchange of Shares                                13
 ..................................................................
Distribution Arrangements                                      17
 ..................................................................
Financial Highlights                                           18
</TABLE>    
 
- -----------------------------------------------------------------
 
08-010-0399/B                         THE BOND FUND OF AMERICA / PROSPECTUS    1
 
 
<PAGE>
 
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY
    
The fund seeks to maximize your level of current income and preserve your
capital by investing primarily in bonds. Normally, the fund invests the majority
of its assets in bonds rated A and above. The fund may also invest significantly
in high-yield, high-risk bonds.    
    
The fund is designed for investors seeking income and more price stability than
stocks, and capital preservation over the long term. An investment in the fund
is subject to risks, including the possibility that the fund may decline in
value in response to certain events, such as changes in the market or general
economy. The values of debt securities held by the fund may be affected by
changing interest rates and credit ratings. High-yield, high-risk and longer
maturity bonds will be subject to greater credit risk and price fluctuations
than higher quality and shorter maturity bonds. Although all securities in the
fund's portfolio, including U.S. securities may be adversely affected by global
economic, political and social events, investments outside the U.S. may be
affected to a greater extent. In addition, the value of certain securities may
also be affected by currency fluctuations.    
 
You may lose money by investing in the fund. The likelihood of loss is greater
if you invest for a shorter period of time.
 
Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.
 
  2   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
INVESTMENT RESULTS
 
The following information illustrates how the fund's results may fluctuate. Past
results are not an indication of future results.
 
  Here are the fund's results calculated without a sales charge on a calendar
  year basis. (If a sales charge were included, results would be lower.)
 [begin bar chart]
   <TABLE>
                <S>                         <C>
                89                          10.13
                90                           3.27
                91                          21.04
                92                          11.34
                93                          14.14
                94                          -5.02
                95                          18.25
                96                           6.71
                97                           9.24
                98                           5.17
</TABLE>    
    
 The fund's highest/lowest quarterly results during this time period were:
 
 [X] HIGHEST  6.06% (quarter ended June 30, 1995)
 
 [X] LOWEST  -3.78% (quarter ended March 31, 1994)
     
                                      THE BOND FUND OF AMERICA / PROSPECTUS    3
 
<PAGE>
 
For periods ended December 31, 1998:
 
   <TABLE>
<CAPTION>
                                        THE FUND
                                      WITH MAXIMUM    LEHMAN BROTHERS
          AVERAGE ANNUAL              SALES CHARGE       AGGREGATE
           TOTAL RETURN               DEDUCTED(1)      BOND INDEX(2)
- ---------------------------------------------------------------------
<S>                                   <C>             <C>
One Year                                 0.16%             8.69%
 ....................................................................
Five Years                               5.58%             7.27%
 ....................................................................
Ten Years                                8.66%             9.26%
 ....................................................................
Lifetime(3)                              9.98%             9.70%
Yield(1): 6.64%
</TABLE>    
 
(For current yield information call American FundsLine(R) at 1-800-325-3590)
    
(1) These fund results were calculated according to a formula which requires
    that the maximum sales charge of 4.75% be deducted and include the
    reinvestment of dividend and capital gain distributions. Results would be
    higher if they were calculated at net asset value.    
    
(2) The Lehman Brothers Aggregate Bond Index represents investment grade debt.
    This index is unmanaged and does not reflect sales charges, commissions or
    expenses. The Lehman Brothers Aggregate Bond Index did not exist until
    December 31, 1975. For the period between May 31, 1974 and December 31,
    1975, the Lehman Brothers Government/Corporate Bond Index was used.    
 
(3) The fund began investment operations on May 28, 1974.
 
  4   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
 
The following describes the fees and expenses that you may pay if you buy and
hold shares of the fund.
 
SHAREHOLDER FEES
(fees paid directly from your investment)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
Maximum sales charge imposed on purchases
(as a percentage of offering price)                       4.75%(1)
 ...................................................................
Maximum sales charge imposed on reinvested dividends           0%
 ...................................................................
Maximum deferred sales charge                               0%(2)
 ...................................................................
Redemption or exchange fees                                    0%
</TABLE>
 
(1) Sales charges are reduced or eliminated for larger purchases.
 
(2) A contingent deferred sales charge of 1% applies on certain redemptions made
    within 12 months following any purchases you made without a sales charge.
 
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
 
   <TABLE>
<S>                                                        <C>
Management Fees                                             0.32%
 ...................................................................
Service (12b-1) Fees                                       0.25%*
 ...................................................................
Other Expenses                                              0.09%
 ...................................................................
Total Annual Fund Operating Expenses                        0.66%
</TABLE>    
 
*12b-1 expenses may not exceed 0.25% of the fund's average net assets annually.
 
EXAMPLE
 
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
 
The Example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
- --------------------------------------------------------------------------------
 
   <TABLE>
<S>                                                        <C>
One Year                                                   $   539
 ...................................................................
Three Years                                                $   676
 ...................................................................
Five Years                                                 $   825
 ...................................................................
Ten Years                                                  $ 1,258
</TABLE>    
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    5
 
<PAGE>
 
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
    
The fund's investment objective is to provide as high a level of current income
as is consistent with the preservation of capital. Normally, the fund invests
the majority of its assets in bonds and debt securities rated A and above,
including securities issued by the U.S. and other governments and securities
backed by mortgages and other assets. The fund may also invest significantly in
high-yield, high-risk bonds.    
    
The value of debt securities held by the fund may be affected by factors such as
changing interest rates, credit ratings, and effective maturities. For example,
the value of bonds in the fund's portfolio generally will decline when interest
rates rise and vice versa. The values of high-yield, high-risk and longer
maturity bonds will be subject to greater credit risk and price fluctuations
than higher quality and shorter maturity bonds. A security backed by the U.S.
Treasury or the full faith and credit of the United States is guaranteed only as
to the timely payment of interest and principal when held to maturity. The
market prices for such securities are not guaranteed and will fluctuate. In
addition, many types of debt securities, including mortgage-related securities,
are subject to prepayment risk. For example, when interest rates fall,
homeowners are more likely to refinance their mortgages and "prepay" their
principal earlier than expected. The fund must then reinvest the unanticipated
principal in new securities when interest rates on new mortgage investments are
falling, thus reducing the income of the fund.    
    
The value of non-U.S. securities may decline in response to currency
fluctuations, political, social and economic instability, differing securities
regulations, and administrative difficulties such as delays in clearing and
settling portfolio transactions. The fund may also invest in cash or cash
equivalents of any issuer to any extent deemed appropriate. The extent of the
fund's cash position will depend on market conditions, fund purchases, and
redemptions, and other factors. For example, in response to abnormal market
conditions, the fund may invest substantially in cash or cash equivalents. This
may detract from the achievement of the fund's objective over the short term, or
it may protect the fund during a market downturn.    
 
The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
securities. The basic investment philosophy of Capital Research and Management
Company is to seek undervalued securities that represent good long-term
investment opportunities. Securities may be sold when they are judged to no
longer represent good long-term value.
 
  6   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
ADDITIONAL INVESTMENT RESULTS
 
(For periods ended December 31, 1998)
 
   <TABLE>
<CAPTION>
                              THE FUND WITH
      AVERAGE ANNUAL         NO SALES CHARGE        LIPPER
       TOTAL RETURN            DEDUCTED(1)        AVERAGE(2)      CPI(3)
- ------------------------------------------------------------------------
<S>                          <C>                  <C>             <C>
One Year                          5.17%             7.48%         1.61%
 ........................................................................
Five Years                        6.61%             6.54%         2.37%
 ........................................................................
Ten Years                         9.19%             8.84%         3.12%
 ........................................................................
Lifetime(4)                      10.20%             9.50%         5.07%
</TABLE>    
 
These results do not reflect sales charges. Sales charges are reduced or
eliminated for larger purchases and purchases by certain retirement plans.
 
(1) These fund results were calculated according to a formula that is required
    for all stock and bond funds.
    
(2) The Lipper Average of Corporate Debt A-Rated Bond Funds consists of funds
    that invest at least 65% of their assets in corporate debt issues rated "A"
    or better or government issues. The results of the underlying funds in the
    index include the reinvestment of dividend and capital gain distributions
    but do not reflect sales charges and commissions.    
 
(3) The Consumer Price Index is a measure of inflation and is computed from data
    supplied by the U.S. Department of Labor, Bureau of Labor Statistics.
    
(4) The fund began investment operations on May 28, 1974.    
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    7
 
<PAGE>
    
  The following chart illustrates the portfolio composition of the fund as of
  the end of its fiscal year, December 31, 1998.
[begin pie chart] 
<TABLE>
<CAPTION>
CORPORATE BONDS                     MORTGAGE- AND ASSET-   U.S. TREASURY SECURITIES   NON-U.S. GOVERNMENT    CASH AND EQUIVALENTS
- ---------------                      BACKED SECURITIES     ------------------------        BONDS AND         --------------------
                                    --------------------                                  GOVERNMENTAL
                                                                                          AUTHORITIES
                                                                                      -------------------
<S>                                 <C>                    <C>                        <C>                    <C>
46.2                                       24.30                     14.40                    7.80                   6.50
</TABLE>
 [end pie chart]
  HOLDINGS BY QUALITY RATING
 
  See the Appendix for a description of quality ratings.
 
<TABLE>
<CAPTION>
                                                              PERCENT OF
                                                              NET ASSETS
- ------------------------------------------------------------------------
<S>                                                           <C>
U.S. Treasury and Agency                                         23.9%
 ........................................................................
Money Market                                                      5.6
 ........................................................................
Aaa/AAA                                                          13.9
 ........................................................................
Aa/AA                                                             5.3
 ........................................................................
A/A                                                              12.3
 ........................................................................
Baa/BBB                                                          14.4
 ........................................................................
Ba/BB                                                             7.3
 ........................................................................
B/B                                                              13.0
 ........................................................................
Caa/CCC                                                           3.1
 ........................................................................
Other                                                             1.2*
 ........................................................................
</TABLE>
 
  *including equity-type securities and cash
     
  Because the fund is actively managed, its holdings will change from time to
  time.
 
  8   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
YEAR 2000
 
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the fund and its
shareholders. However, the fund understands that its key service providers --
including the investment adviser and its affiliates -- are taking steps to
address the issue. In addition, the Year 2000 problem may adversely affect the
issuers in which the fund invests. For example, issuers may incur substantial
costs to address the problem. They may also suffer losses caused by corporate
and governmental data processing errors. The fund and its investment adviser
will continue to monitor developments relating to this issue.
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    9
 
<PAGE>
 
- --------------------------------------------------------------------------------
MANAGEMENT AND ORGANIZATION
 
INVESTMENT ADVISER
 
Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including those in The American Funds Group. Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital
Research and Management Company manages the investment portfolio and business
affairs of the fund. The total management fee paid by the fund, as a percentage
of average net assets, for the previous fiscal year is discussed earlier under
"Fees and Expenses of the Fund."
 
Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company Institute's
Advisory Group on Personal Investing. This policy has also been incorporated
into the fund's code of ethics.
 
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
    
Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach the portfolio of
a fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested, within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee. In addition, Capital Research and
Management Company's research professionals may make investment decisions with
respect to a portion of a fund's portfolio. The primary individual portfolio
counselors for The Bond Fund of America are listed on the following page.    
 
  10   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
   <TABLE>
<CAPTION>
                                                                                APPROXIMATE YEARS OF
                                                                            EXPERIENCE AS AN INVESTMENT
                                                                                    PROFESSIONAL
                                                                          (INCLUDING THE LAST FIVE YEARS)
                                                                     .....................................
                                                 YEARS OF EXPERIENCE
                                               AS PORTFOLIO COUNSELOR      WITH CAPITAL
                                             (AND RESEARCH PROFESSIONAL,   RESEARCH AND
 PORTFOLIO COUNSELORS                            IF APPLICABLE) FOR         MANAGEMENT
  FOR THE BOND FUND                           THE BOND FUND OF AMERICA      COMPANY OR
      OF AMERICA         PRIMARY TITLE(S)           (APPROXIMATE)           AFFILIATES       TOTAL YEARS
 ---------------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                          <C>              <C>
 
 ABNER D. GOLDSTINE    President and         25 years (since the fund     32 years         47 years
                       Director              began operations)
                       of the fund. Senior
                       Vice President and
                       Director, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 DAVID C.              Vice President of     4 years                      11 years         18 years
 BARCLAY               the fund. Vice
                       President, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 JOHN H.               Vice President of     10 years                     16 years         17 years
 SMET                  the fund. Vice
                       President, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 MARK H.               Vice President --     5 years                      11 years         21 years
 DALZELL               Investment
                       Management Group,
                       Capital Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 MARK R. MACDONALD     Vice President --     Less than 1 year             5 years          13 years
                       Investment
                       Management Group,
                       Capital Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 SUSAN M.              Senior Vice           1 year (plus 7 years as a    9 years          11 years
 TOLSON                President             research professional prior
                       and Director,         to becoming a portfolio
                       Capital Research      counselor for the fund)
                       Company*
 ---------------------------------------------------------------------------------------------------------
</TABLE>    
 
 * Company affiliated with Capital Research and Management Company.
   The fund began investment operations on May 28, 1974.
 
 
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    11
 
<PAGE>
 
- --------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
 
SHAREHOLDER SERVICES
 
American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your needs
and circumstances change. These services are available only in states where they
may be legally offered and may be terminated or modified at any time upon 60
days' written notice. For your convenience, American Funds Service Company has
four service centers across the country.
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    CALL TOLL-FREE FROM ANYWHERE IN THE U.S.
                             (8 A.M. TO 8 P.M. ET):
                                  800/421-0180
 
                         [U.S. MAP]  
<TABLE>
      <S>                <C>                <C>                  <C>
      WESTERN SERVICE    WESTERN CENTRAL    EASTERN CENTRAL      EASTERN SERVICE
      CENTER             SERVICE CENTER     SERVICE CENTER       CENTER
      American Funds     American Funds     American Funds       American Funds
      Service Company    Service Company    Service Company      Service Company
      P.O. Box 2205      P.O. Box 659522    P.O. Box 6007        P.O. Box 2280
      Brea, California   San Antonio,       Indianapolis,        Norfolk, Virginia
      92822-2205         Texas              Indiana              23501-2280
      Fax: 714/671-7080  78265-9522         46206-6007           Fax: 757/670-4773
                         Fax: 210/474-4050  Fax: 317/735-6620
</TABLE>
 
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS DESCRIBED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is sent
to new shareholders and is available by writing or calling American Funds
Service Company.
 
You may invest in the fund through various retirement plans. However, some
retirement plans or accounts held by investment dealers may not offer certain
services. If you have any questions, please contact your plan
administrator/trustee or dealer.
  12   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
PURCHASE AND EXCHANGE OF SHARES
 
PURCHASE
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."
 
EXCHANGE
 
You may exchange your shares into other funds in The American Funds Group
generally without a sales charge. Exchange of shares from the money market funds
initially purchased without a sales charge generally will be subject to the
appropriate sales charge. Exchanges have the same tax consequences as ordinary
sales and purchases. See "Transactions by Telephone . . ." for information
regarding electronic exchanges.
 
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS
CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD
OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT
ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY INVESTOR
WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR
POTENTIAL HARM TO THE FUND.
 
INVESTMENT MINIMUMS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                      <C>
To establish an account                                  $1,000
   For a retirement plan account                         $  250
   For a retirement plan account through payroll         $   25
      deduction
To add to an account                                     $   50
   For a retirement plan account through payroll         $   25
      deduction
</TABLE>
 
SHARE PRICE
 
The fund calculates its share price, also called net asset value, as of 4:00
p.m. New York time which is the normal close of trading on the New York Stock
Exchange, every day the Exchange is open. In calculating net asset value, market
prices are used when available. If a market price for a particular security is
not available, the fund will determine the appropriate price for the security.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    13
 
<PAGE>
 
Your shares will be purchased at the offering price, or sold at the net asset
value, next determined after American Funds Service Company receives and accepts
your request. The offering price is the net asset value plus a sales charge, if
applicable.
 
SALES CHARGE
 
A sales charge may apply to your purchase. Your sales charge may be reduced for
larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                   SALES CHARGE AS A PERCENTAGE OF
                                  .................................
                                                           NET        DEALER CONCESSION
                                     OFFERING            AMOUNT            AS % OF
           INVESTMENT                  PRICE            INVESTED       OFFERING PRICE
- ---------------------------------------------------------------------------------------
<S>                               <C>                <C>              <C>
Less than $25,000                    4.75%              4.99%               4.00%
 .....................................................................................
$25,000 but less than $50,000        4.50%              4.71%               3.75%
 .....................................................................................
$50,000 but less than $100,000       4.00%              4.17%               3.25% 
 .....................................................................................
$100,000 but less than $250,000      3.50%              3.63%               2.75%
 .....................................................................................
$250,000 but less than $500,000      2.50%              2.56%               2.00%
 .....................................................................................
$500,000 but less $1 million         2.00%              2.04%               1.60%
 .....................................................................................
$1 million or more and certain
other investments described
below                              see below          see below           see below
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGE
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 100 or more eligible employees are sold
with no initial sales charge. A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS BY ACCOUNTS THAT INVEST WITH NO INITIAL SALES
CHARGE (OTHER THAN EMPLOYER-SPONSORED PLANS), IF REDEMPTIONS ARE MADE WITHIN ONE
YEAR OF PURCHASE. A dealer concession of up to 1% may be paid by the fund under
its Plan of Distribution and/or by American Funds Distributors on investments
made with no initial sales charge.
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your sales
charge. 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 in the statement of additional information
and "Welcome to the Family."
 
  14   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. Up to 0.25%
of average net assets is paid annually to qualified dealers for providing
certain services pursuant to the fund's Plan of Distribution. The 12b-1 fee paid
by the fund, as a percentage of average net assets, for the previous fiscal year
is indicated earlier under "Fees and Expenses of the Fund." Since these fees are
paid out of the fund's assets on an ongoing basis, over time they will increase
the cost of an investment and may cost you more than paying higher initial sales
charges.
 
OTHER COMPENSATION TO DEALERS
 
American Funds Distributors may provide additional compensation to, or sponsor
informational meetings for dealers as described in the statement of additional
information.
 
HOW TO SELL SHARES
 
Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) those shares in any
of the following ways:
 
  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
 
  -  Shares held for you in your dealer's name must be sold through the dealer.
 
  WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
  -  Requests must be signed by the registered shareholder(s)
 
  -  A signature guarantee is required if the redemption is:
 
     -- Over $50,000;
 
     -- Made payable to someone other than the registered shareholder(s); or
 
     -- Sent to an address other than the address of record, or an address of
        record which has been changed within the last 10 days.
 
  -  Additional documentation may be required for sales of shares held in
     corporate, partnership or fiduciary accounts.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    15
 
<PAGE>
 
  TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
  FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(R):
 
  -  Redemptions by telephone or fax (including American FundsLine and American
     FundsLine OnLine) are limited to $50,000 per shareholder each day
 
  -  Checks must be made payable to the registered shareholder
 
  -  Checks must be mailed to an address of record that has been used with the
     account for at least 10 days
 
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE, OR AMERICAN FUNDSLINE
ONLINE
 
Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all of
these services. You may reinstate these services at any time.
 
Unless you decide not to have telephone, fax, or computer services on your
account(s), 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 liabilities (including attorney fees) which may be
incurred in connection with the exercise of these privileges, provided American
Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, the fund may be liable for
losses due to unauthorized or fraudulent instructions.
 
  16   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
DISTRIBUTION ARRANGEMENTS
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund declares dividends from net investment income daily and distributes the
accrued dividends, which may fluctuate, to shareholders each month. Dividends
begin accruing one day after payment for shares is received by the fund or
American Funds Service Company. Capital gains, if any, are usually distributed
in December.
 
You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash.
 
TAX CONSEQUENCES
 
Dividends and capital gains are generally taxable whether they are reinvested or
received in cash -- unless you are exempt from taxation or entitled to tax
deferral. Capital gains may be taxed at different rates depending on the length
of time the fund holds its assets.
 
The tax treatment of redemptions from a retirement plan account may differ from
redemptions from an ordinary shareholder account.
 
You must provide the fund with a certified correct taxpayer identification
number (generally your Social Security Number) and certify that you are not
subject to backup withholding. If you fail to do so, the IRS can require the
fund to withhold 31% of your taxable distributions and redemptions. 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.
 
Please see the statement of additional information, "Welcome to the Family," and
your tax adviser for further information.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    17
 
<PAGE>
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the fund's
results for the past five years. Certain information reflects financial results
for a single fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the fund's financial
statements, are included in the statement of additional information, which is
available upon request.
 
   <TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                 .................................
                                        1998        1997        1996        1995        1994
                                       ------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period   $14.00      $13.75      $13.88      $12.69      $14.45
- ---------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                     .94         .98        1.02        1.05        1.05
 ..............................................................................................
Net gains or losses
on securities (both
realized and unrealized)                 (.24)        .25        (.13)       1.18       (1.76)
- ---------------------------------------------------------------------------------------------
Total income from investment
operations                                .70        1.23         .89        2.23        (.71)
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net investment
income)                                  (.95)       (.98)      (1.02)      (1.04)      (1.05)
 ..............................................................................................
Distributions (from capital gains)       (.14)         --          --          --          --
- ---------------------------------------------------------------------------------------------
Total distributions                     (1.09)       (.98)      (1.02)      (1.04)      (1.05)
 ..............................................................................................
Net asset value, end of period         $13.61      $14.00      $13.75      $13.88      $12.69
- ---------------------------------------------------------------------------------------------
Total return(1)                         5.17%       9.24%       6.71%      18.25%      (5.02)%
- ---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period              $9,541      $8,176      $7,002      $6,290      $4,941
 ..............................................................................................
Ratio of expenses to average net
assets                                   .66%        .68%        .71%        .74%        .69%
 ..............................................................................................
Ratio of net income to average net
assets                                  6.94%       6.95%       7.47%       7.87%       7.77%
 ..............................................................................................
Portfolio turnover rate                66.25%      51.96%      43.43%      43.80%      56.98%
</TABLE>    
 
(1) Excludes maximum sales charge of 4.75%.
 
  18   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
APPENDIX
 
Moody's Investors Service, Inc. rates the long-term debt securities issued by
various entities in categories ranging 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 shares."
 
"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 of having other marked
shortcomings."
 
"C -- Lowest rated class of bonds; can be regarded as having extremely poor
prospects of ever attaining any real investment standing."
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    19
 
<PAGE>
 
Standard & Poor's rates the long-term debt securities issued by 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 interest is being paid."
 
"D -- In default and payment of interest and/or repayment of principal is in
arrears."
 
  20   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
NOTES
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    21
 
<PAGE>
 
<TABLE>
   <S>                    <C>                  <C>
   FOR SHAREHOLDER        FOR RETIREMENT PLAN  FOR DEALER
   SERVICES               SERVICES             SERVICES
   American Funds         Call your employer   American Funds
   Service Company        or                   Distributors
   800/421-0180           plan administrator   800/421-9900 ext.11
</TABLE>
 
<TABLE>
   <S>                             <C>
                     FOR 24-HOUR INFORMATION
                  American         American Funds
                  FundsLine(R)     Internet Web site
                  800/325-3590     http://www.americanfunds.com
   Telephone conversations may be recorded or monitored for
   verification, recordkeeping and quality assurance purposes.
   ------------------------------------------------------------
   MULTIPLE TRANSLATIONS
   This prospectus may be translated into other languages. In
   the event of any inconsistencies or ambiguity as to the
   meaning of any word or phrase in a translation, the English
   text will prevail.
   ------------------------------------------------------------
                         OTHER FUND INFORMATION
   ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
   Contains additional information about the fund including
   financial statements, investments results, portfolio
   holdings, a statement from portfolio management discussing
   market conditions and the fund's investment strategies, and
   the independent auditors' report (in the annual report).
   STATEMENT OF ADDITIONAL INFORMATION (SAI)
   Contains more detailed information on all aspects of the
   fund, including the fund's financial statements.
   A current SAI has been filed with the Securities and
   Exchange Commission ("SEC") and is incorporated by reference
   into this prospectus. The SAI and other related materials
   about the fund are available for review or to be copied at
   the SEC's Public Reference Room in Washington, D.C.
   (1-800-SEC-0330) or on the SEC's Internet Web site at
   http://www.sec.gov.    
   CODE OF ETHICS
   Includes a description of the fund's personal investing
   policy.
   To request a free copy of any of the documents above:
   Call American Funds      or     Write to the Secretary of
   Service Company                 the fund
   800/421-0180 ext.1              333 South Hope Street
                                   Los Angeles, CA 90071
</TABLE>
 
          Investment Company File No. 811-2444
                                   [LOGO] Printed on recycled paper
 
 
 
 
 
THE FUND PROVIDES SPANISH TRANSLATIONS IN CONNECTION WITH THE PUBLIC OFFERING
AND SALE OF ITS SHARES.  THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH
TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
/s/ Julie F. Williams  
Julie F. Williams
Secretary
<PAGE>
 
                           [THE AMERICAN FUNDS LOGO]
 
- --------------------------------------------------------------------------------
 
                                 The Bond Fund
                                 of America(SM)
                                   Prospectus
 
                                 MARCH 1, 1999
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<PAGE>
 
THE BOND FUND OF AMERICA, INC.
333 South Hope Street
Los Angeles, CA 90071
TICKER SYMBOL: ABNDX             NEWSPAPER ABBREV.: Bond            FUND NO.: 08
 
- -----------------------------------------------------------------
TABLE OF CONTENTS
 
<TABLE>
<S>                                                           <C>
Risk/Return Summary                                             2
 ..................................................................
Fees and Expenses of the Fund                                   5
 ..................................................................
Investment Objective, Strategies and Risks                      6
 ..................................................................
Year 2000                                                       9
 ..................................................................
Management and Organization                                    10
 ..................................................................
Shareholder Information                                        12
 ..................................................................
Purchase and Exchange of Shares                                13
 ..................................................................
Distribution Arrangements                                      17
 ..................................................................
Financial Highlights                                           18
</TABLE>
 
- -----------------------------------------------------------------
 
08-010-0399/B                         THE BOND FUND OF AMERICA / PROSPECTUS    1
 
 
<PAGE>
 
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY
 
The fund seeks to maximize your level of current income and preserve your
capital by investing primarily in bonds. Normally, the fund invests the majority
of its assets in bonds rated A and above. The fund may also invest significantly
in high-yield, high-risk bonds.
 
The fund is designed for investors seeking income and more price stability than
stocks, and capital preservation over the long term. An investment in the fund
is subject to risks, including the possibility that the fund may decline in
value in response to certain events, such as changes in the market or general
economy. The values of debt securities held by the fund may be affected by
changing interest rates and credit ratings. High-yield, high-risk and longer
maturity bonds will be subject to greater credit risk and price fluctuations
than higher quality and shorter maturity bonds. Although all securities in the
fund's portfolio, including U.S. securities may be adversely affected by global
economic, political and social events, investments outside the U.S. may be
affected to a greater extent. In addition, the value of certain securities may
also be affected by currency fluctuations.
 
You may lose money by investing in the fund. The likelihood of loss is greater
if you invest for a shorter period of time.
 
Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.
 
  2   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
INVESTMENT RESULTS
 
The following information illustrates how the fund's results may fluctuate. Past
results are not an indication of future results.
 
  Here are the fund's results calculated without a sales charge on a calendar
  year basis. (If a sales charge were included, results would be lower.)
[begin bar chart] 
<TABLE>
                <S>                         <C>
                89                          10.13
                90                           3.27
                91                          21.04
                92                          11.34
                93                          14.14
                94                          -5.02
                95                          18.25
                96                           6.71
                97                           9.24
                98                           5.17
</TABLE>
 [end bar chart]
 The fund's highest/lowest quarterly results during this time period were:
 
 [X] HIGHEST  6.06% (quarter ended June 30, 1995)
 
 [X] LOWEST  -3.78% (quarter ended March 31, 1994)
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    3
 
<PAGE>
 
For periods ended December 31, 1998:
 
<TABLE>
<CAPTION>
                                        THE FUND
                                      WITH MAXIMUM    LEHMAN BROTHERS
          AVERAGE ANNUAL              SALES CHARGE       AGGREGATE
           TOTAL RETURN               DEDUCTED(1)      BOND INDEX(2)
- ---------------------------------------------------------------------
<S>                                   <C>             <C>
One Year                                 0.16%             8.69%
 ....................................................................
Five Years                               5.58%             7.27%
 ....................................................................
Ten Years                                8.66%             9.26%
 ....................................................................
Lifetime(3)                              9.98%             9.70%
Yield(1): 6.64%
</TABLE>
 
(For current yield information call American FundsLine(R) at 1-800-325-3590)
 
(1) These fund results were calculated according to a formula which requires
    that the maximum sales charge of 4.75% be deducted and include the
    reinvestment of dividend and capital gain distributions. Results would be
    higher if they were calculated at net asset value.
 
(2) The Lehman Brothers Aggregate Bond Index represents investment grade debt.
    This index is unmanaged and does not reflect sales charges, commissions or
    expenses. The Lehman Brothers Aggregate Bond Index did not exist until
    December 31, 1975. For the period between May 31, 1974 and December 31,
    1975, the Lehman Brothers Government/Corporate Bond Index was used.
 
(3) The fund began investment operations on May 28, 1974.
 
  4   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
 
The following describes the fees and expenses that you may pay if you buy and
hold shares of the fund.
 
SHAREHOLDER FEES
(fees paid directly from your investment)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
Maximum sales charge imposed on purchases
(as a percentage of offering price)                       4.75%(1)
 ...................................................................
Maximum sales charge imposed on reinvested dividends           0%
 ...................................................................
Maximum deferred sales charge                               0%(2)
 ...................................................................
Redemption or exchange fees                                    0%
</TABLE>
 
(1) Sales charges are reduced or eliminated for larger purchases.
 
(2) A contingent deferred sales charge of 1% applies on certain redemptions made
    within 12 months following any purchases you made without a sales charge.
 
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>
Management Fees                                             0.32%
 ...................................................................
Service (12b-1) Fees                                       0.25%*
 ...................................................................
Other Expenses                                              0.09%
 ...................................................................
Total Annual Fund Operating Expenses                        0.66%
</TABLE>
 
*12b-1 expenses may not exceed 0.25% of the fund's average net assets annually.
 
EXAMPLE
 
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
 
The Example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>
One Year                                                   $   539
 ...................................................................
Three Years                                                $   676
 ...................................................................
Five Years                                                 $   825
 ...................................................................
Ten Years                                                  $ 1,258
</TABLE>
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    5
 
<PAGE>
 
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
 
The fund's investment objective is to provide as high a level of current income
as is consistent with the preservation of capital. Normally, the fund invests
the majority of its assets in bonds and debt securities rated A and above,
including securities issued by the U.S. and other governments and securities
backed by mortgages and other assets. The fund may also invest significantly in
high-yield, high-risk bonds.
 
The value of debt securities held by the fund may be affected by factors such as
changing interest rates, credit ratings, and effective maturities. For example,
the value of bonds in the fund's portfolio generally will decline when interest
rates rise and vice versa. The values of high-yield, high-risk and longer
maturity bonds will be subject to greater credit risk and price fluctuations
than higher quality and shorter maturity bonds. A security backed by the U.S.
Treasury or the full faith and credit of the United States is guaranteed only as
to the timely payment of interest and principal when held to maturity. The
market prices for such securities are not guaranteed and will fluctuate. In
addition, many types of debt securities, including mortgage-related securities,
are subject to prepayment risk. For example, when interest rates fall,
homeowners are more likely to refinance their mortgages and "prepay" their
principal earlier than expected. The fund must then reinvest the unanticipated
principal in new securities when interest rates on new mortgage investments are
falling, thus reducing the income of the fund.
 
The value of non-U.S. securities may decline in response to currency
fluctuations, political, social and economic instability, differing securities
regulations, and administrative difficulties such as delays in clearing and
settling portfolio transactions. The fund may also invest in cash or cash
equivalents of any issuer to any extent deemed appropriate. The extent of the
fund's cash position will depend on market conditions, fund purchases, and
redemptions, and other factors. For example, in response to abnormal market
conditions, the fund may invest substantially in cash or cash equivalents. This
may detract from the achievement of the fund's objective over the short term, or
it may protect the fund during a market downturn.
 
The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
securities. The basic investment philosophy of Capital Research and Management
Company is to seek undervalued securities that represent good long-term
investment opportunities. Securities may be sold when they are judged to no
longer represent good long-term value.
 
  6   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
ADDITIONAL INVESTMENT RESULTS
 
(For periods ended December 31, 1998)
 
<TABLE>
<CAPTION>
                              THE FUND WITH
      AVERAGE ANNUAL         NO SALES CHARGE        LIPPER
       TOTAL RETURN            DEDUCTED(1)        AVERAGE(2)      CPI(3)
- ------------------------------------------------------------------------
<S>                          <C>                  <C>             <C>
One Year                          5.17%             7.48%         1.61%
 ........................................................................
Five Years                        6.61%             6.54%         2.37%
 ........................................................................
Ten Years                         9.19%             8.84%         3.12%
 ........................................................................
Lifetime(4)                      10.20%             9.50%         5.07%
</TABLE>
 
These results do not reflect sales charges. Sales charges are reduced or
eliminated for larger purchases and purchases by certain retirement plans.
 
(1) These fund results were calculated according to a formula that is required
    for all stock and bond funds.
 
(2) The Lipper Average of Corporate Debt A-Rated Bond Funds consists of funds
    that invest at least 65% of their assets in corporate debt issues rated "A"
    or better or government issues. The results of the underlying funds in the
    index include the reinvestment of dividend and capital gain distributions
    but do not reflect sales charges and commissions.
 
(3) The Consumer Price Index is a measure of inflation and is computed from data
    supplied by the U.S. Department of Labor, Bureau of Labor Statistics.
 
(4) The fund began investment operations on May 28, 1974.
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    7
 
<PAGE>
 
  The following chart illustrates the portfolio composition of the fund as of
  the end of its fiscal year, December 31, 1998.
 [begin pie chart]
<TABLE>
<CAPTION>
CORPORATE BONDS                     MORTGAGE- AND ASSET-   U.S. TREASURY SECURITIES   NON-U.S. GOVERNMENT    CASH AND EQUIVALENTS
- ---------------                      BACKED SECURITIES     ------------------------        BONDS AND         --------------------
                                    --------------------                                  GOVERNMENTAL
                                                                                          AUTHORITIES
                                                                                      -------------------
<S>                                 <C>                    <C>                        <C>                    <C>
46.2                                       24.30                     14.40                    7.80                   6.50
</TABLE>
[end pie chart] 
  HOLDINGS BY QUALITY RATING
 
  See the Appendix for a description of quality ratings.
 
<TABLE>
<CAPTION>
                                                              PERCENT OF
                                                              NET ASSETS
- ------------------------------------------------------------------------
<S>                                                           <C>
U.S. Treasury and Agency                                         23.9%
 ........................................................................
Money Market                                                      5.6
 ........................................................................
Aaa/AAA                                                          13.9
 ........................................................................
Aa/AA                                                             5.3
 ........................................................................
A/A                                                              12.3
 ........................................................................
Baa/BBB                                                          14.4
 ........................................................................
Ba/BB                                                             7.3
 ........................................................................
B/B                                                              13.0
 ........................................................................
Caa/CCC                                                           3.1
 ........................................................................
Other                                                             1.2*
 ........................................................................
</TABLE>
 
  *including equity-type securities and cash
 
  Because the fund is actively managed, its holdings will change from time to
  time.
 
  8   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
YEAR 2000
 
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the fund and its
shareholders. However, the fund understands that its key service providers --
including the investment adviser and its affiliates -- are taking steps to
address the issue. In addition, the Year 2000 problem may adversely affect the
issuers in which the fund invests. For example, issuers may incur substantial
costs to address the problem. They may also suffer losses caused by corporate
and governmental data processing errors. The fund and its investment adviser
will continue to monitor developments relating to this issue.
 
                                      THE BOND FUND OF AMERICA / PROSPECTUS    9
 
<PAGE>
 
- --------------------------------------------------------------------------------
MANAGEMENT AND ORGANIZATION
 
INVESTMENT ADVISER
 
Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including those in The American Funds Group. Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital
Research and Management Company manages the investment portfolio and business
affairs of the fund. The total management fee paid by the fund, as a percentage
of average net assets, for the previous fiscal year is discussed earlier under
"Fees and Expenses of the Fund."
 
Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company Institute's
Advisory Group on Personal Investing. This policy has also been incorporated
into the fund's code of ethics.
 
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
 
Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach the portfolio of
a fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested, within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee. In addition, Capital Research and
Management Company's research professionals may make investment decisions with
respect to a portion of a fund's portfolio. The primary individual portfolio
counselors for The Bond Fund of America are listed on the following page.
 
  10   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                APPROXIMATE YEARS OF
                                                                            EXPERIENCE AS AN INVESTMENT
                                                                                    PROFESSIONAL
                                                                          (INCLUDING THE LAST FIVE YEARS)
                                                                     .....................................
                                                 YEARS OF EXPERIENCE
                                               AS PORTFOLIO COUNSELOR      WITH CAPITAL
                                             (AND RESEARCH PROFESSIONAL,   RESEARCH AND
 PORTFOLIO COUNSELORS                            IF APPLICABLE) FOR         MANAGEMENT
  FOR THE BOND FUND                           THE BOND FUND OF AMERICA      COMPANY OR
      OF AMERICA         PRIMARY TITLE(S)           (APPROXIMATE)           AFFILIATES       TOTAL YEARS
 ---------------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                          <C>              <C>
 
 ABNER D. GOLDSTINE    President and         25 years (since the fund     32 years         47 years
                       Director              began operations)
                       of the fund. Senior
                       Vice President and
                       Director, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 DAVID C.              Vice President of     4 years                      11 years         18 years
 BARCLAY               the fund. Vice
                       President, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 JOHN H.               Vice President of     10 years                     16 years         17 years
 SMET                  the fund. Vice
                       President, Capital
                       Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 MARK H.               Vice President --     5 years                      11 years         21 years
 DALZELL               Investment
                       Management Group,
                       Capital Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 MARK R. MACDONALD     Vice President --     Less than 1 year             5 years          13 years
                       Investment
                       Management Group,
                       Capital Research and
                       Management Company
 ---------------------------------------------------------------------------------------------------------
 SUSAN M.              Senior Vice           1 year (plus 7 years as a    9 years          11 years
 TOLSON                President             research professional prior
                       and Director,         to becoming a portfolio
                       Capital Research      counselor for the fund)
                       Company*
 ---------------------------------------------------------------------------------------------------------
</TABLE>
 
 * Company affiliated with Capital Research and Management Company.
   The fund began investment operations on May 28, 1974.
 
 
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    11
 
<PAGE>
 
- --------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
 
SHAREHOLDER SERVICES
 
American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your needs
and circumstances change. These services are available only in states where they
may be legally offered and may be terminated or modified at any time upon 60
days' written notice. For your convenience, American Funds Service Company has
four service centers across the country.
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    CALL TOLL-FREE FROM ANYWHERE IN THE U.S.
                             (8 A.M. TO 8 P.M. ET):
                                  800/421-0180
 
                          [U.S. MAP]
 
<TABLE>
      <S>                <C>                <C>                  <C>
      WESTERN SERVICE    WESTERN CENTRAL    EASTERN CENTRAL      EASTERN SERVICE
      CENTER             SERVICE CENTER     SERVICE CENTER       CENTER
      American Funds     American Funds     American Funds       American Funds
      Service Company    Service Company    Service Company      Service Company
      P.O. Box 2205      P.O. Box 659522    P.O. Box 6007        P.O. Box 2280
      Brea, California   San Antonio,       Indianapolis,        Norfolk, Virginia
      92822-2205         Texas              Indiana              23501-2280
      Fax: 714/671-7080  78265-9522         46206-6007           Fax: 757/670-4773
                         Fax: 210/474-4050  Fax: 317/735-6620
</TABLE>
 
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS DESCRIBED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is sent
to new shareholders and is available by writing or calling American Funds
Service Company.
 
You may invest in the fund through various retirement plans. However, some
retirement plans or accounts held by investment dealers may not offer certain
services. If you have any questions, please contact your plan
administrator/trustee or dealer.
  12   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
PURCHASE AND EXCHANGE OF SHARES
 
PURCHASE
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."
 
EXCHANGE
 
You may exchange your shares into other funds in The American Funds Group
generally without a sales charge. Exchange of shares from the money market funds
initially purchased without a sales charge generally will be subject to the
appropriate sales charge. Exchanges have the same tax consequences as ordinary
sales and purchases. See "Transactions by Telephone . . ." for information
regarding electronic exchanges.
 
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS
CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD
OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT
ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY INVESTOR
WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR
POTENTIAL HARM TO THE FUND.
 
INVESTMENT MINIMUMS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                      <C>
To establish an account                                  $1,000
   For a retirement plan account                         $  250
   For a retirement plan account through payroll         $   25
      deduction
To add to an account                                     $   50
   For a retirement plan account through payroll         $   25
      deduction
</TABLE>
 
SHARE PRICE
 
The fund calculates its share price, also called net asset value, as of 4:00
p.m. New York time which is the normal close of trading on the New York Stock
Exchange, every day the Exchange is open. In calculating net asset value, market
prices are used when available. If a market price for a particular security is
not available, the fund will determine the appropriate price for the security.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    13
 
<PAGE>
 
Your shares will be purchased at the offering price, or sold at the net asset
value, next determined after American Funds Service Company receives and accepts
your request. The offering price is the net asset value plus a sales charge, if
applicable.
 
SALES CHARGE
 
A sales charge may apply to your purchase. Your sales charge may be reduced for
larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                   SALES CHARGE AS A PERCENTAGE OF
                                  .................................
                                                           NET        DEALER CONCESSION
                                     OFFERING            AMOUNT            AS % OF
           INVESTMENT                  PRICE            INVESTED       OFFERING PRICE
- ---------------------------------------------------------------------------------------
<S>                               <C>                <C>              <C>
Less than $25,000                    4.75%              4.99%               4.00%
 .....................................................................................
$25,000 but less than $50,000        4.50%              4.71%               3.75%
 .....................................................................................
$50,000 but less than $100,000       4.00%              4.17%               3.25% 
 .....................................................................................
$100,000 but less than $250,000      3.50%              3.63%               2.75%
 .....................................................................................
$250,000 but less than $500,000      2.50%              2.56%               2.00%
 .....................................................................................
$500,000 but less $1 million         2.00%              2.04%               1.60%
 .....................................................................................
$1 million or more and certain
other investments described
below                              see below          see below           see below
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGE
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 100 or more eligible employees are sold
with no initial sales charge. A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS BY ACCOUNTS THAT INVEST WITH NO INITIAL SALES
CHARGE (OTHER THAN EMPLOYER-SPONSORED PLANS), IF REDEMPTIONS ARE MADE WITHIN ONE
YEAR OF PURCHASE. A dealer concession of up to 1% may be paid by the fund under
its Plan of Distribution and/or by American Funds Distributors on investments
made with no initial sales charge.
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your sales
charge. 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 in the statement of additional information
and "Welcome to the Family."
 
  14   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. Up to 0.25%
of average net assets is paid annually to qualified dealers for providing
certain services pursuant to the fund's Plan of Distribution. The 12b-1 fee paid
by the fund, as a percentage of average net assets, for the previous fiscal year
is indicated earlier under "Fees and Expenses of the Fund." Since these fees are
paid out of the fund's assets on an ongoing basis, over time they will increase
the cost of an investment and may cost you more than paying higher initial sales
charges.
 
OTHER COMPENSATION TO DEALERS
 
American Funds Distributors may provide additional compensation to, or sponsor
informational meetings for dealers as described in the statement of additional
information.
 
HOW TO SELL SHARES
 
Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) those shares in any
of the following ways:
 
  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
 
  -  Shares held for you in your dealer's name must be sold through the dealer.
 
  WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
  -  Requests must be signed by the registered shareholder(s)
 
  -  A signature guarantee is required if the redemption is:
 
     -- Over $50,000;
 
     -- Made payable to someone other than the registered shareholder(s); or
 
     -- Sent to an address other than the address of record, or an address of
        record which has been changed within the last 10 days.
 
  -  Additional documentation may be required for sales of shares held in
     corporate, partnership or fiduciary accounts.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    15
 
<PAGE>
 
  TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
  FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(R):
 
  -  Redemptions by telephone or fax (including American FundsLine and American
     FundsLine OnLine) are limited to $50,000 per shareholder each day
 
  -  Checks must be made payable to the registered shareholder
 
  -  Checks must be mailed to an address of record that has been used with the
     account for at least 10 days
 
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE, OR AMERICAN FUNDSLINE
ONLINE
 
Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all of
these services. You may reinstate these services at any time.
 
Unless you decide not to have telephone, fax, or computer services on your
account(s), 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 liabilities (including attorney fees) which may be
incurred in connection with the exercise of these privileges, provided American
Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, the fund may be liable for
losses due to unauthorized or fraudulent instructions.
 
  16   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
DISTRIBUTION ARRANGEMENTS
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund declares dividends from net investment income daily and distributes the
accrued dividends, which may fluctuate, to shareholders each month. Dividends
begin accruing one day after payment for shares is received by the fund or
American Funds Service Company. Capital gains, if any, are usually distributed
in December.
 
You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash.
 
TAX CONSEQUENCES
 
Dividends and capital gains are generally taxable whether they are reinvested or
received in cash -- unless you are exempt from taxation or entitled to tax
deferral. Capital gains may be taxed at different rates depending on the length
of time the fund holds its assets.
 
The tax treatment of redemptions from a retirement plan account may differ from
redemptions from an ordinary shareholder account.
 
You must provide the fund with a certified correct taxpayer identification
number (generally your Social Security Number) and certify that you are not
subject to backup withholding. If you fail to do so, the IRS can require the
fund to withhold 31% of your taxable distributions and redemptions. 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.
 
Please see the statement of additional information, "Welcome to the Family," and
your tax adviser for further information.
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    17
 
<PAGE>
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the fund's
results for the past five years. Certain information reflects financial results
for a single fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the fund's financial
statements, are included in the statement of additional information, which is
available upon request.
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                 .................................
                                        1998        1997        1996        1995        1994
                                       ------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period   $14.00      $13.75      $13.88      $12.69      $14.45
- ---------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                     .94         .98        1.02        1.05        1.05
 ..............................................................................................
Net gains or losses
on securities (both
realized and unrealized)                 (.24)        .25        (.13)       1.18       (1.76)
- ---------------------------------------------------------------------------------------------
Total income from investment
operations                                .70        1.23         .89        2.23        (.71)
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net investment
income)                                  (.95)       (.98)      (1.02)      (1.04)      (1.05)
 ..............................................................................................
Distributions (from capital gains)       (.14)         --          --          --          --
- ---------------------------------------------------------------------------------------------
Total distributions                     (1.09)       (.98)      (1.02)      (1.04)      (1.05)
 ..............................................................................................
Net asset value, end of period         $13.61      $14.00      $13.75      $13.88      $12.69
- ---------------------------------------------------------------------------------------------
Total return(1)                         5.17%       9.24%       6.71%      18.25%      (5.02)%
- ---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period              $9,541      $8,176      $7,002      $6,290      $4,941
 ..............................................................................................
Ratio of expenses to average net
assets                                   .66%        .68%        .71%        .74%        .69%
 ..............................................................................................
Ratio of net income to average net
assets                                  6.94%       6.95%       7.47%       7.87%       7.77%
 ..............................................................................................
Portfolio turnover rate                66.25%      51.96%      43.43%      43.80%      56.98%
</TABLE>
 
(1) Excludes maximum sales charge of 4.75%.
 
  18   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
APPENDIX
 
Moody's Investors Service, Inc. rates the long-term debt securities issued by
various entities in categories ranging 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 shares."
 
"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 of having other marked
shortcomings."
 
"C -- Lowest rated class of bonds; can be regarded as having extremely poor
prospects of ever attaining any real investment standing."
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    19
 
<PAGE>
 
Standard & Poor's rates the long-term debt securities issued by 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 interest is being paid."
 
"D -- In default and payment of interest and/or repayment of principal is in
arrears."
 
  20   THE BOND FUND OF AMERICA / PROSPECTUS
 
<PAGE>
 
- --------------------------------------------------------------------------------
NOTES
 
                                     THE BOND FUND OF AMERICA / PROSPECTUS    21
 
<PAGE>
 
<TABLE>
   <S>                    <C>                  <C>
   FOR SHAREHOLDER        FOR RETIREMENT PLAN  FOR DEALER
   SERVICES               SERVICES             SERVICES
   American Funds         Call your employer   American Funds
   Service Company        or                   Distributors
   800/421-0180           plan administrator   800/421-9900 ext.11
</TABLE>
 
<TABLE>
   <S>                             <C>
                     FOR 24-HOUR INFORMATION
                  American         American Funds
                  FundsLine(R)     Internet Web site
                  800/325-3590     http://www.americanfunds.com
   Telephone conversations may be recorded or monitored for
   verification, recordkeeping and quality assurance purposes.
   ------------------------------------------------------------
   MULTIPLE TRANSLATIONS
   This prospectus may be translated into other languages. In
   the event of any inconsistencies or ambiguity as to the
   meaning of any word or phrase in a translation, the English
   text will prevail.
   ------------------------------------------------------------
                      OTHER FUND INFORMATION
   ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
   Contains additional information about the fund including
   financial statements, investments results, portfolio
   holdings, a statement from portfolio management discussing
   market conditions and the fund's investment strategies, and
   the independent auditors' report (in the annual report).
   STATEMENT OF ADDITIONAL INFORMATION (SAI)
   Contains more detailed information on all aspects of the
   fund, including the fund's financial statements.
   A current SAI has been filed with the Securities and
   Exchange Commission ("SEC") and is incorporated by reference
   into this prospectus. The SAI and other related materials
   about the fund are available for review or to be copied at
   the SEC's Public Reference Room in Washington, D.C.
   (1-800-SEC-0330) or on the SEC's Internet Web site at
   http://www.sec.gov.
   CODE OF ETHICS
   Includes a description of the fund's personal investing
   policy.
   To request a free copy of any of the documents above:
   Call American Funds      or     Write to the Secretary of
   Service Company                 the fund
   800/421-0180 ext.1              333 South Hope Street
                                   Los Angeles, CA 90071
</TABLE>
 
          Investment Company File No. 811-2444
                                   [LOGO] Printed on recycled paper
 
 
                 THE BOND FUND OF AMERICA, INC.
                            PART B
              STATEMENT OF ADDITIONAL INFORMATION
                        MARCH 1,  1999
 
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, 1999.  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
 
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>          
Certain Investment Limitations and Guidelines                     2          
Description of Certain Securities and Investment Techniques       2          
Investment Restrictions                                         10           
Fund Organization                                               11           
Fund Officers and Directors                                     12           
Management                                                      16           
Dividends, Distributions and Federal Taxes                      19           
Purchase of Shares                                              22           
Selling Shares                                                  28           
Shareholder Account Services and Privileges                     30           
Execution of Portfolio Transactions                             32           
General Information                                             33           
Investment Results and Related Statistics                       34           
Description of Bond Ratings                                     40           
Financial Statements                                            Attached     
</TABLE>
    
 
                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES
 
The following limitations and guidelines are considered at the time of
purchase, under normal market conditions, and are based on a percentage of the
fund's net assets unless otherwise noted.  This summary is not intended to
reflect all of the fund's investment limitations.
0 The fund will invest at least 65% of its assets in bonds (any debt
securities, including convertible securities and non-voting, non-convertible
preferred securities having initial maturities in excess of one year).
 
   
- - The fund will invest at least 60% of its assets in  debt securities rated A
or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation
or in unrated securities which are determined to be of comparable quality at
time of purchase, including U.S. Government securities, and cash or money
market instruments.
 
- - The fund may invest up to 40% of its assets in debt securities rated below A
or in  unrated securities that are determined to be of  comparable quality.
 
- - The fund may invest up to 35% of its assets in debt securities rated Ba and
BB or below in unrated securities determined to be of  comparable quality.
 
- - The fund may invest up to 10% of its assets in preferred stocks.
 
- - The fund may invest up to 25% of its assets in securities of issuers
domiciled outside the U.S.
    
 
          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES 
 
   The descriptions below are intended to supplement the material in the
Prospectus under "Investment Objective, Strategies and Risks."    
 
DEBT SECURITIES - Bonds and other debt securities are used by issuers to borrow
money. Issuers pay investors interest and generally must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon bonds, do not
pay current interest but are purchased at a discount from their face values.
The prices of debt securities fluctuate depending on such factors as interest
rates, credit quality, and maturity. In general their prices decline when
interest rates rise and vice versa.
 
The fund may invest up to 35% of its assets in debt securities rated Ba and BB
or below by Moody's Investors Service, Inc. or Standard & Poor's Corporation or
in unrated securities that are determined to be of equivalent quality.  The
fund's high-yield, high-risk securities may be rated as low as Ca or CC which
are described by the rating agencies as "speculative in a high degree; often in
default or [having] other marked shortcomings."
 
Capital Research and Management Company attempts to reduce the risks described
above through diversification of the portfolio and by credit analysis as well
as by monitoring broad economic trends and corporate and legislative
developments.
 
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 below the current minimum rating for
its purchase (or it is not rated and its quality becomes equivalent to such a
security). 
 
The fund's investment adviser, Capital Research and Management Company (the
Investment Adviser), attempts to reduce these risks through diversification of
the portfolio, by credit analysis of each issuer as well as by monitoring broad
economic trends and corporate developments, but there can be no assurance that
it will be successful in doing so. 
 
INFLATION-INDEXED BONDS - The fund may invest in inflation-indexed bonds issued
by governments, their agencies or instrumentalities or corporations.  The
principal value of this type of bond is periodically adjusted according to
changes in the rate of inflation.  The interest rate is generally fixed at
issuance; however, interest payments are based on an inflation adjusted
principal value.  For example, in a period of falling inflation, principal
value will be adjusted downward, reducing the interest payable.   
 
Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation indexed bonds,
even during a period of deflation.  However, the current market value of the
bonds is not guaranteed, and will fluctuate.  The fund may also invest in other
bonds which may or may not provide a similar guarantee.  If a guarantee of
principal is not provided, the adjusted principal value of the bond repaid at
maturity may be less than the original principal.
 
OTHER SECURITIES - The fund may also invest in securities that have a
combination of equity and debt characteristics such as non-convertible
preferred stocks and convertible securities. These securities may at times
resemble equity more than debt and vice versa. Non-convertible preferred stocks
are similar to debt in that they have a stated dividend rate akin to the coupon
of a bond or note even though they are often classified as equity securities.
The prices and yields of non- convertible preferred stocks generally move with
changes in interest rates and the issuer's credit quality, similar to the
factors affecting debt securities. The fund may invest up to 10% of its assets
in preferred stocks.
 
Bonds, preferred stocks, and other securities may sometimes be converted into
shares of common stock or other securities at a stated exchange ratio. These
securities prior to conversion pay a fixed rate of interest or a dividend.
Because convertible securities have both debt and equity characteristics their
value varies in response to many factors, including the value of the underlying
equity, general market and economic conditions, convertible market valuations,
as well as changes in interest rates, credit spreads, and the credit quality of
the issuer.
 
While the fund may not make direct purchases of common stocks or warrants or
rights to acquire common stocks, the fund may invest in debt securities that
are issued together with common stock or other equity interests, or have equity
conversion, exchange, or purchase rights. The fund may continue to hold up to
5% of its assets in common stock, warrants and rights so acquired after sales
of the corresponding debt securities.
 
U.S. GOVERNMENT SECURITIES - Securities guaranteed by the U.S. Government
include: (1) direct obligations of the U.S. Treasury (such as Treasury bills,
notes and bonds) and (2) federal agency obligations guaranteed as to principal
and interest by the U.S. Treasury.
 
Certain securities issued by U.S. Government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury. However, they generally involve federal sponsorship in one way or
another; some are backed by specific types of collateral; some are supported by
the issuer's right to borrow from the Treasury; some are supported by the
discretionary authority of the Treasury to purchase certain obligations of the
issuer; and others are supported only by the credit of the issuing government
agency or instrumentality.
 
PASS-THROUGH SECURITIES - The fund may invest in various debt obligations
backed by a pool of mortgages or other assets including loans on single family
residences, home equity loans, mortgages on commercial buildings, credit card
receivables, and leases on airplanes or other equipment. Principal and interest
payments made on the underlying asset pools backing these obligations are
typically passed through to investors. Pass-through securities may have either
fixed or adjustable coupons. These securities include those discussed below.
 
"Mortgage-backed securities" are issued both by U.S. government agencies,
including the Government National Mortgage Association (GNMA), the Federal
National Mortgage Association (FNMA), and the Federal Home Loan Mortgage
Corporation (FHLMC), and by private entities. The payment of interest and
principal on securities issued by U.S. government agencies is guaranteed by the
full faith and credit of the U.S. government (in the case of GNMA securities)
or the issuer (in the case of FNMA and FHLMC securities). However, the
guarantees do not apply to the market prices and yields of these securities,
which vary with changes in interest rates.
 
Mortgage-backed securities issued by private entities are structured similarly
to mortgage-backed securities issued by GNMA, FNMA, and FHLMC. These securities
and the underlying mortgages are not guaranteed by government agencies. In
addition, these securities generally are structured with one or more types of
credit enhancement. Mortgage-backed securities generally permit borrowers to
prepay their underlying mortgages. Prepayments can alter the effective maturity
of these instruments.
 
"Collateralized mortgage obligations" (CMOs) are also backed by a pool of
mortgages, mortgage-backed securities or mortgage loans, which are divided into
two or more separate bond issues. CMOs issued by U.S. government agencies are
backed by agency mortgages, while privately issued CMOs may be backed by either
government agency mortgages or private mortgages. Payments of principal and
interest are passed-through to each bond at varying schedules resulting in
bonds with different coupons, effective maturities, and sensitivities to
interest rates. In fact, some CMOs may be structured in a way that when
interest rates change the impact of changing prepayment rates on these
securities' effective maturities is magnified.
 
"Commercial mortgage-backed securities" are backed by commercial property, such
as hotels, office buildings, retail stores, hospitals, and other commercial
buildings. These securities may have a lower prepayment risk than other
mortgage-related securities because commercial mortgage loans generally
prohibit or impose penalties on prepayments of principal. In addition,
commercial mortgage-related securities often are structured with some form of
credit enhancement to protect against potential losses on the underlying
mortgage loans. Many of the risks of investing in commercial mortgage-backed
securities reflect the risks of investing in the real estate securing the
underlying mortgage loans, including the effects of local and other economic
conditions on real estate markets, the ability of tenants to make loan
payments, and the ability of a property to attract and retain tenants.
 
"Asset-backed securities" are backed by other assets such as credit card,
automobile or consumer loan receivables, retail installment loans, or
participations in pools of leases. Credit support for these securities may be
based on the underlying assets and/or provided through credit enhancements by a
third party. The values of these securities are sensitive to changes in the
credit quality of the underlying collateral, the credit strength of the credit
enhancement, changes in interest rates, and at times the financial condition of
the issuer. Some asset-backed securities also may receive prepayments which can
change the securities' effective maturities.
 
   "IOs and POs" 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 repayment of the underlying mortgage which will substantially reduce or
eliminate interest payments.  The fund does not intend to invest more than 5%
of its assets in IOs and POs.    
 
   INVESTING IN VARIOUS COUNTRIES - The fund has the flexibility to invest up
to 25% of its assets in securities of issuers domiciled outside the U.S.
Investing outside the U.S. involves special risks  caused by, among other
things: fluctuating currency values; different accounting, auditing, and
financial reporting regulations and practices in some countries; changing local
and regional economic, political, and social conditions; expropriation or
confiscatory taxation; greater market volatility; differing securities market
structures; and various administrative difficulties such as delays in clearing
and settling portfolio transactions or in receiving payment of dividends.
However, in the opinion of Capital Research and Management Company, investing
outside the U.S. also can reduce certain portfolio risks due to greater
diversification opportunities.    
 
The risks described above are potentially heightened in connection with
investments in developing countries.  Although there is no universally accepted
definition, a developing country is generally considered to be a country which
is in the initial stages of its industrialization cycle with a low per capita
gross national product.  For example, political and/or economic structures in
these countries may be in their infancy and developing rapidly.  Historically,
the markets of developing countries have been more volatile than the markets of
developed countries.  The fund may only invest in securities of issuers in
developing countries to a limited extent.
 
Additional costs could be incurred in connection with the fund's investment
activities outside the U.S. Brokerage commissions may be higher outside the
U.S., and the fund will bear certain expenses in connection with its currency
transactions. Furthermore, increased custodian costs may be associated with the
maintenance of assets in certain jurisdictions.
 
FORWARD COMMITMENTS - The fund may enter into commitments to purchase or sell
securities at a future date.  When the fund agrees to purchase such securities
it  assumes the risk of any decline in value of the security beginning on the
date of the agreement.  When the fund agrees to sell such securities, it does
not participate in further gains or losses with respect to the securities
beginning on the date of the agreement.  If the other party to such a
transaction fails to deliver or pay for the securities, the fund could miss a
favorable price or yield opportunity, or could experience a loss beginning on
the date of the agreement. 
 
As the fund's aggregate commitments under these transactions increase, the
opportunity for leverage similarly may increase.  The fund will not use these
transactions for the purpose of leveraging and will segregate liquid assets
which will be marked to market daily 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 segregated assets, the fund
temporarily could be in a leveraged position (because it may 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 will 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 necessary to generate additional cash to meet its
obligations thereunder.
 
Although the fund has no current intention of doing so during the next 12
months, the fund is authorized to enter into "roll" transactions.  A "roll"
transaction is the sale of  mortgage-backed securities or other securities
together with a commitment  to purchase similar, but not identical, securities
at a future date.  The fund will segregate liquid assets  which will be marked
to market daily in an amount sufficient to cover its obligations under "roll"
transactions.  Under the Investment Company Act of 1940 (the "1940 Act"), these
transactions may be considered borrowings by the fund; accordingly, the fund
will limit these transactions, together with any other borrowings, to no more
than one-third of its total assets.  Although these transactions will not be
entered into for the purpose of leveraging, to the extent the fund's aggregate
commitments under these transactions exceed its segregated assets, the fund
temporarily could be in a leveraged position (because 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 occur than were
it not in such a position.  As the fund's aggregate commitments under these
transactions increase, the opportunity for leverage similarly increases.  If
the income and gains on securities purchased with the proceeds of roll
agreements exceed the costs of the agreements, the fund's earnings or net asset
value will increase faster than otherwise would be the case; conversely, if the
income and gains fail to exceed the costs, earnings or net asset value would
decline faster than otherwise would be the case.
 
REPURCHASE AGREEMENTS - The fund may enter into repurchase 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 collateral equal to at least 100% of the
repurchase price including accrued interest as monitored daily by Capital
Research and Management Company. The fund only enters into repurchase
agreements involving securities in which it could otherwise invest and with
selected banks and securities dealers whose financial condition is monitored by
Capital Research and Management Company. If the seller under the repurchase
agreements defaults, the fund may incur a loss if the value of the collateral
securing the repurchase agreement has declined and may incur disposition costs
in connection with liquidating the collateral. If bankruptcy proceedings are
commenced with respect to the seller, liquidation of the collateral by the fund
may be delayed or limited.
 
RESTRICTED SECURITIES AND LIQUIDITY - The fund may purchase securities subject
to restrictions on resale. All such securities whose principal trading market
is in the U.S. will be considered illiquid unless they have been specifically
determined to be liquid under procedures adopted by the fund's board of
directors, taking into account factors such as the frequency and volume of
trading, the commitment of dealers to make markets and the availability of
qualified investors, all of which can change from time to time. The fund may
incur certain additional costs in disposing of illiquid securities.
 
MATURITY - There are no restrictions on the maturity composition of the
portfolio, although it is anticipated that the fund normally will be invested
substantially in securities with maturities in excess of three years. Under
normal market conditions, longer term securities yield more than shorter term
securities, but are subject to greater price fluctuations.
 
REAL ESTATE INVESTMENT TRUSTS - The fund may invest in debt securities issued
by real estate investment trusts (REITs), which are pooled investment vehicles
that primarily invest in real estate or real estate related loans.  REITs are
not taxed on income distributed to shareholders provided they meet requirements
imposed by the Internal Revenue Code.  The risks associated with REIT debt
investments are similar to the risks of investing in corporate-issued debt.  In
addition, the return on REITs is dependent on such factors as the skill of
management and the real estate environment in general.  Debt that is issued by
REITs is typically rated by the credit rating agencies as investment grade or
above.
 
   CASH AND CASH EQUIVALENTS - Subject to the requirement that it maintain at
least 65% of its assets in bonds under normal market conditions, the fund may
maintain assets in cash or cash equivalents.  Cash equivalents include (1)
commercial paper (notes  issued by corporations or governmental bodies);
(certificates of deposit, and bankers' acceptances,  (time drafts on a
commercial bank where the bank accepts an irrevocable obligation to pay at
maturity);  (3) savings association and bank obligations ; (4) securities of
the U.S. Government, its agencies or instrumentalities; and (5) corporate bonds
and notes.     
 
CURRENCY TRANSACTIONS - The fund may 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 and price,  both of which are set at the time of the contract.  The fund
intends to enter into forward currency contracts solely to hedge into the U.S.
dollar its exposure to other currencies.  The fund will segregate liquid assets
which will be marked to market daily to meet its forward contract commitments
to the extent required by the Securities and Exchange Commission. 
 
Certain provisions of the Code may affect the extent to which the fund may
enter into forward contracts.  Such transactions may also affect, for U.S.
federal income tax purposes, the character and timing of income, gain or loss
recognized by the fund.  
 
LOAN PARTICIPATIONS AND ASSIGNMENTS - The fund may invest, subject to an
overall 10% limit on loans, in loan participations or assignments.  Loan
participations are loans or other direct debt instruments which are interests
in amounts owed by a corporate, governmental or other borrower to another
party.  They may represent amounts owed to lenders or lending syndicates to
suppliers of goods or services, or to other parties.  The fund will have the
right to receive payments of principal, interest and any fees to which it is
entitled only from the lender selling the participation and only upon receipt
by the lender of the payments from the borrower.  In connection with purchasing
participations, the fund generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement relating to loan, nor any
rights of set-off against the borrower, and the fund may not directly benefit
from any collateral supporting the loan in which it has purchased the
participation.  As a result, the fund will assume the credit risk of both the
borrower and the lender that is selling the participation.  In the event of the
insolvency of the lender selling a participation, a fund may be treated as a
general creditor of the lender and may not benefit from any set-off between the
lender and the borrower.
 
When the fund purchases assignments from lenders it will acquire direct rights
against the borrower on the loan.  However, because assignments are arranged
through private negotiations between potential assignees and potential
assignors, the rights and obligations acquired by a fund as the purchaser of an
assignment may differ from, and be more limited than, those held by the
assigning lender.  Investments in loan participations and assignments present
the possibility that the fund could be held liable as a co-lender under
emerging legal theories of lender liability.  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.  Because there
is no liquid market for such securities, the fund anticipates that such
securities could be sold only to a limited number of institutional investors. 
In addition, loan participation and assignments are generally not rated by
major rating agencies and may not be protected by the securities laws.
 
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 in 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.
 
INVERSE FLOATING RATE NOTES - The fund is authorized to invest up to 1% 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.
 
PORTFOLIO TRADING - The fund intends to engage in portfolio trading when the
Investment Adviser believes 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
above under "Forward Commitments." 
 
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 (100% or more) 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 will 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 five years.
 
                            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 Investment Company Act of 1940 ("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.  Investment limitations
expressed in the following restrictions are considered at the time securities
are purchased.  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  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.
 
Notwithstanding Investment Restriction #9, the fund has no current intention
(at least during the next 12 months) to sell securities short to the extent the
fund contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short.
 
                               FUND ORGANIZATION
   
The fund, an open-end, diversified management investment company, was organized
as a Maryland corporation on December 3, 1973.  
 
All fund operations are supervised by the fund's board of directors which meets
periodically and performs duties required by applicable state and federal laws.
Members of the board who are not employed by Capital Research and Management
Company or its affiliates are paid certain fees for services rendered to the
fund as described in the statement of additional information. They may elect to
defer all or a portion of these fees through a deferred compensation plan in
effect for the fund. 
 
                          FUND OFFICERS AND DIRECTORS
                       Directors and Director Compensation 
 
<TABLE>
<CAPTION>
NAME,              POSITION         PRINCIPAL            AGGREGATE              TOTAL                  TOTAL          
ADDRESS AND        WITH             OCCUPATION(S)        COMPENSATION           COMPENSATION           NUMBER         
AGE                REGISTRANT       DURING               (INCLUDING             (INCLUDING             OF FUND        
                                    PAST 5 YEARS         VOLUNTARILY            VOLUNTARILY            BOARDS/2/ ON   
                                                         DEFERRED               DEFERRED               WHICH          
                                                         COMPENSATION/1/)       COMPENSATION/1/)       DIRECTOR       
                                                         FROM THE FUND          FROM ALL FUNDS         SERVES         
                                                         DURING FISCAL          MANAGED BY                            
                                                         YEAR ENDED             CAPITAL RESEARCH                      
                                                         DECEMBER 31,           AND MANAGEMENT                        
                                                         1998                   COMPANY OR ITS                        
                                                                                AFFILIATES/2/ FOR                     
                                                                                THE YEAR ENDED                        
                                                                                DECEMBER 31,                          
                                                                                1998                                  
 
<S>                <C>              <C>                  <C>                    <C>                    <C>            
H. Frederick        Director        Private              $11,400/3/             $194,850               19             
Christie                            Investor.                                                                         
Age: 65                             Former                                                                            
P. O. Box                           President and                                                                     
144                                 CEO, The                                                                          
Palos                               Mission Group                                                                     
Verdes, CA                          (non-utility                                                                      
90274                               holding                                                                           
                                    company,                                                                          
                                    subsidiary of                                                                     
                                    Southern                                                                          
                                    California                                                                        
                                    Edison                                                                            
                                    Company)                                                                          
 
+Don R.            Director         President            none/4/                none/4/                12             
Conlan                              (retired),                                                                        
Age: 63                             The Capital                                                                       
1630 Milan                          Group                                                                             
Avenue                              Companies,                                                                        
South                               Inc.                                                                              
Pasadena, CA                                                                                                          
91030                                                                                                                 
 
Diane C.           Director         CEO and              $10,150/3/             $46,900                12             
Creel                               President,                                                                        
Age: 50                             The Earth                                                                         
100 W.                              Technology                                                                        
Broadway                            Corporation                                                                       
Suite 5000                                                                                                            
Long Beach,                                                                                                           
CA 90802                                                                                                              
 
Martin             Director         Managing             $10,750/3/             $128,134               15             
Fenton                              Director,                                                                         
Age:63                              Senior                                                                            
4660 La                             Resource                                                                          
Jolla                               Group, LLC                                                                        
Village                             (development                                                                      
Drive                               and management                                                                    
Suite 725                           of senior                                                                         
San Diego,                          living                                                                            
CA 92121-2116                       communities)                                                                      
 
Leonard R.         Director         President,           $11,150/3/             $54,900                12             
Fuller                              Fuller                                                                            
Age: 52                             Consulting                                                                        
4333                                (financial                                                                        
Admiralty                           management                                                                        
Way                                 consulting                                                                        
Suite 841                           firm)                                                                             
ETH                                                                                                                   
Marina del                                                                                                            
Rey, CA                                                                                                               
90292                                                                                                                 
 
+*Abner D.         President,       Senior Vice          none/4/                none/4/                12             
Goldstine          PEO and          President and                                                                     
Age: 69            Director         Director,                                                                         
                                    Capital                                                                           
                                    Research and                                                                      
                                    Management                                                                        
                                    Company                                                                           
 
+**Paul G.         Chairman         Executive Vice       none/4/                none/4/                14             
Haaga, Jr.         of the           President and                                                                     
Age: 50            Board            Director,                                                                         
                                    Capital                                                                           
                                    Research and                                                                      
                                    Management                                                                        
                                    Company                                                                           
 
Herbert            Director         Private              $11,150                $73,334                13             
Hoover III                          Investor                                                                          
Age: 71                                                                                                               
1520 Circle                                                                                                           
Drive                                                                                                                 
San Marino,                                                                                                           
CA 91108                                                                                                              
 
Richard G.         Director         Chairman,            $10,750/3/             $108,600               13             
Newman                              President and                                                                     
Age: 64                             CEO,                                                                              
3250                                AECOM                                                                             
Wilshire                            Technology                                                                        
Boulevard                           Corporation                                                                       
Los Angeles,                        (architectural                                                                    
CA 90010-1599                       engineering)                                                                      
 
</TABLE>
 
    
+ Directors who are considered "interested persons of the fund as defined in
the 1940 Act, on the basis of their affiliation with the fund's Investment
Adviser, Capital Research and Management Company.
 
* 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 Endowments, whose shareholders are limited to
(i) any entity exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended ("501(c)(3) organization"); (ii) any trust,
the present or future beneficiary of which is a 501(c)(3) organization, and
(iii) any other entity formed for the primary purpose of benefiting a 501(c)(3)
organization.  An affiliate of Capital Research and Management Company, Capital
International, Inc., manages Emerging Markets Growth Fund, Inc.
 
   
/3/ Since the deferred compensation plan's adoption, the total amount of
deferred compensation accrued by the fund (plus earnings thereon) as of the
fiscal year ended December 31, 1998 for participating Directors is as follows: 
H. Frederick Christie ($14,590), Diane C. Creel ($9,419), Martin Fenton
($27,054), Leonard R. Fuller ($25,356) and Richard G. Newman ($54,041). 
Amounts deferred and accumulated earnings thereon are not funded and are
general unsecured liabilities of the fund until paid to the Director.    
 
/4/ Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
fund.
 
 
                                    OFFICERS
 
<TABLE>
<CAPTION>
NAME AND ADDRESS           AGE     POSITION(S)       PRINCIPAL OCCUPATION(S)        
                                   HELD WITH         DURING PAST 5 YEARS            
                                   REGISTRANT                                       
 
<S>                        <C>     <C>               <C>                            
David C. Barclay           41      Vice              Senior Vice President          
11100 Santa Monica                 President         and Director, Capital          
Blvd.                                                Research Company               
Los Angeles, CA                                                                     
90025                                                                               
 
Michael J. Downer          43      Vice              Senior Vice President -        
333 South Hope                     President         Fund Business                  
Street                                               Management Group,              
Los Angeles, CA                                      Capital Research and           
90071                                                Management Company             
 
John H. Smet               42      Vice              Vice President, Capital        
11100 Santa Monica                 President         Research and Management        
Blvd.                                                Company                        
Los Angeles, CA                                                                     
90025                                                                               
 
Julie F. Williams          50      Secretary         Vice President - Fund          
333 South Hope                                       Business Management            
Street                                               Group, Capital Research        
Los Angeles, CA                                      and Management Company         
90071                                                                               
 
Anthony W. Hynes,          35      Treasurer         Vice President - Fund          
Jr.                                                  Business Management            
135 South State                                      Group, Capital Research        
College Blvd.                                        and Management Company         
Brea, CA 92821                                                                      
 
Kimberly S. Verdick        33      Assistant         Assistant Vice                 
333 South Hope                     Secretary         President - Fund               
Street                                               Business Management            
Los Angeles, CA                                      Group, Capital Research        
90071                                                and Management Company         
 
Todd L. Miller             39      Assistant         Assistant Vice                 
135 South State                    Treasurer         President - Fund               
College Blvd.                                        Business Management            
Brea, CA 92821                                       Group, Capital Research        
                                                     and Management Company         
 
</TABLE>
 
   All of the officers listed also are officers or employees of the Investment
Adviser or affiliated companies.  No compensation is paid by the fund to any
officer or director who is a director, officer or employee of the Investment
Adviser or affiliated companies.  The fund pays annual fees of $10,000 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.  No pension or retirement
benefits are accrued as part of fund expenses.  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, 1999, 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 (Los Angeles, San Francisco, New
York, Washington, D.C., London, Geneva, Singapore, Hong Kong and Tokyo), with a
staff of professionals, many of whom have a number of years of investment
experience.  The Investment Adviser is located at 333 South Hope Street, Los
Angeles, CA  90071, and at 135 South State College Boulevard, Brea, CA 92821. 
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.  The Investment Adviser is a wholly owned subsidiary
of The Capital Group Companies, Inc.
 
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 managing more than $200 billion of
stocks, bonds and money market instruments and serve over eight 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
dated as of April 1, 1996, was amended by the Board of Directors, effective
November 1, 1998.  The Agreement will continue until October 31, 1999 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 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. 
 
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;  costs
of stationery and forms prepared exclusively for the fund; and costs of
assembling and storing shareholder account data.
 
   As compensation for its services, the Investment Adviser receives a monthly
fee which is based on prior month-end net assets and monthly gross investment
income.  Gross investment income means gross income, computed without taking
account of gains or losses from sales of capital assets, but including original
issue discount as defined for federal income tax purposes.  The  Code in
general defines original issue discount to mean the difference between the
issue price and the stated redemption price at maturity of certain debt
obligations.  The holder of such indebtedness is in general required to treat
as ordinary income the proportionate part of the original issue discount
attributable to the period during which the holder held the indebtedness.  The
management fee is based upon the annual rates of 0.30% of the first $60 million
of the fund's average net assets,  0.21% on average net assets in excess of $60
million but not exceeding $1 billion,  0.18% on average net assets in excess of
$1 billion but not exceeding $3 billion, plus 0.16% on average net assets in
excess of $3 billion but not exceeding $6 billion, plus 0.15% on average net
assets over $6 billion but not exceeding $10 billion, plus 0.14% on average net
assets in excess of $10 billion, plus 2.25% of the first $8,333,333 of the
fund's monthly gross investment income for the preceding month, plus 2% of such
income in excess of $8,333,333 of the fund's gross investment income for the
preceding month.  Assuming net assets of $9 billion and gross investment income
levels of 5%, 6%, 7%, 8% and 9%, management fees would be .27%, .29%, .31%,
 .33% and .35%, respectively.    
 
   During the fiscal years ended December 31, 1998, 1997, and 1996, the
Investment Adviser's total fees amounted to $28,879,000 , $24,460,000, and
$22,728,000,  respectively.     
 
The fund pays all expenses not specifically assumed by the Investment Adviser,
including, but not limited to, registration and filing fees with federal and
state agencies, blue sky expenses, expenses of shareholders meetings, the
expense of reports to existing shareholders, expenses of printing proxies and
prospectuses, insurance premiums, legal and auditing fees, dividend
disbursement expenses, the expense of the issuance, transfer and redemption of
its shares, expenses pursuant to the fund's Plan of Distribution, custodian
fees, costs of printing and preparation of registration statements, taxes and
compensation and expenses of Directors who are not affiliated with the
Investment Adviser.
 
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the Principal Underwriter of the fund's shares.  The Principal
Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071, 135
South State College Boulevard, Brea, CA 92821, 3500 Wiseman Boulevard, San
Antonio, TX 78230, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.  The fund has adopted a Plan of
Distribution (the "Plan"), pursuant to rule 12b-1 under the 1940 Act.  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,  1998 amounted to $7,117,000 after
allowance of $36,612,000 to dealers.  During the fiscal years ended December
31, 1997 and 1996 the Principal Underwriter retained $5,397,000 and $5,534,000,
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. 
Plan expenditures are  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
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 100 or more eligible employees or a community foundation).
 
   Commissions on sales of shares exceeding $1 million (including purchases by
any employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code, including any
"401(k)" plan with 100 or more eligible employees) in excess of the Plan
limitation not reimbursed during the most recent fiscal quarter are recoverable
for five quarters, provided that such commissions do not exceed the annual
expense limit.  After five quarters, commissions are not recoverable.  During
the fiscal year ended December 31, 1998, the fund paid $22,380,000 under the
Plan as compensation to dealers.  As of December 31, 1998 accrued and unpaid
distribution expenses were $1,714,000.     
 
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, as amended (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; and (b)  diversify its holdings so that at the end of each fiscal
quarter, (i) at least 50% of the market value of the fund's total 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 total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
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.
 
   Distributions of investment company taxable income, including short-term
capital gains, generally are taxable to the shareholder as ordinary income,
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the fund.  A capital gain distribution, whether paid in
cash or reinvested in shares, is taxable to shareholders as long-term capital
gains, regardless of the length of time a shareholder has held the shares or
whether such gain was realized by the fund before the shareholder acquired such
shares and was reflected in the price paid for the shares.     
 
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 in effect 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 will 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 substantially identical
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, foreign
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 are not subject
to tax withholding, but in the case of a non-U.S. shareholder who is a
nonresident alien individual, such distributions ordinarily will be subject to
U.S. income tax at the rate of 30% if the individual is physically present in
the U.S. during the tax year for more than 182 days.     
 
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 or 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
federal individual stated tax rate generally 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 gains on assets held more than one year is 20%, and
the maximum corporate tax applicable to ordinary income and net capital gain is
35%.  However, to eliminate the benefit of lower marginal corporate income tax
rates, 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 Individual
Retirement Account ("IRA") each year (prior to the tax return filing deadline
for that year) whereby earnings on investments are tax-deferred.  The maximum
amount that an individual may contribute to all IRAs (deductible, nondeductible
and Roth IRAs) per year is the lesser of $2,000 or the individual's
compensation for the year. 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
 
<TABLE>
<CAPTION>
METHOD           INITIAL INVESTMENT              ADDITIONAL INVESTMENTS            
 
<S>              <C>                             <C>                               
                 See "Investment Minimums        $50 minimum (except where         
                 and Fund Numbers" for           a lower minimum is noted          
                 initial investment              under "Investment Minimums        
                 minimums.                       and Fund Numbers").               
 
By               Visit any investment            Mail directly to your             
contacting       dealer who is registered        investment dealer's               
your             in the state where the          address printed on your           
investment       purchase is made and who        account statement.                
dealer           has a sales agreement                                             
                 with American Funds                                               
                 Distributors.                                                     
 
By mail          Make your check payable         Fill out the account              
                 to the fund and mail to         additions form at the             
                 the address indicated on        bottom of a recent account        
                 the account application.        statement, make your check        
                 Please indicate an              payable to the fund, write        
                 investment dealer on the        your account number on            
                 account application.            your check, and mail the          
                                                 check and form in the             
                                                 envelope provided with            
                                                 your account statement.           
 
By               Please contact your             Complete the "Investments         
telephone        investment dealer to            by Phone" section on the          
                 open account, then              account application or            
                 follow the procedures           American FundsLink                
                 for additional                  Authorization Form.  Once         
                 investments.                    you establish the                 
                                                 privilege, you, your              
                                                 financial advisor or any          
                                                 person with your account          
                                                 information can call              
                                                 American FundsLine(r) and         
                                                 make investments by               
                                                 telephone (subject to             
                                                 conditions noted in               
                                                 "Telephone and Computer           
                                                 Sales and Exchanges"              
                                                 below).                           
 
By computer      Please contact your             Complete the American             
                 investment dealer to            FundsLink Authorization           
                 open account, then              Form.  Once you establish         
                 follow the procedures           the privilege, you, your          
                 for additional                  financial advisor or any          
                 investments.                    person with your account          
                                                 information may access            
                                                 American FundsLine                
                                                 OnLine(R) on the Internet         
                                                 and make investments by           
                                                 computer (subject to              
                                                 conditions noted in               
                                                 "Telephone and Computer           
                                                 Purchases, Redemptions and        
                                                 Exchanges" below).                
 
By wire          Call 800/421-0180 to            Your bank should wire your        
                 obtain your account             additional investments in         
                 number(s), if necessary.        the same manner as                
                 Please indicate an              described under "Initial          
                 investment dealer on the        Investment."                      
                 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.                                                                     
 
</TABLE>
 
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>
FUND                                         MINIMUM                 FUND        
                                             INITIAL                 NUMBER      
                                             INVESTMENT                          
 
<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              1,000                   33          
Fund(sm)                                                                         
 
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(r)                       1,000                   35          
 
Washington Mutual Investors Fund(sm)         250                     01          
 
BOND FUNDS                                                                       
 
American High-Income Municipal Bond          1,000                   40          
Fund(r)                                                                          
 
American High-Income Trust(sm)               1,000                   21          
 
The Bond Fund of America(sm)                 1,000                   08          
 
Capital World Bond Fund(r)                   1,000                   31          
 
Intermediate Bond Fund of                    1,000                   23          
America(sm)                                                                      
 
Limited Term Tax-Exempt Bond Fund of         1,000                   43          
America(sm)                                                                      
 
The Tax-Exempt Bond Fund of                  1,000                   19          
America(r)                                                                       
 
The Tax-Exempt Fund of                       1,000                   20          
California(r)*                                                                   
 
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                 2,500                   09          
America(r)                                                                       
 
The Tax-Exempt Money Fund of                 2,500                   39          
America(sm)                                                                      
 
The U.S. Treasury Money Fund of              2,500                   49          
America(sm)                                                                      
 
___________                                                                      
*Available only in certain states.                                               
 
</TABLE>
 
 
For retirement plan investments, the minimum is $250, except that the money
market funds have a minimum of $1,000 for 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.)
 
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE               SALES CHARGE AS                   DEALER           
AT THE OFFERING PRICE            PERCENTAGE OF THE:                CONCESSION       
                                                                   AS PERCENTAGE    
                                                                   OF THE           
                                                                   OFFERING         
                                                                   PRICE            
 
                                 NET AMOUNT       OFFERING                          
                                 INVESTED         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            4.71             4.50             3.75             
$100,000                                                                            
 
BOND FUNDS                                                                          
 
Less than $25,000                4.99             4.75             4.00             
 
$25,000 but less than            4.71             4.50             3.75             
$50,000                                                                             
 
$50,000 but less than            4.17             4.00             3.25             
$100,000                                                                            
 
STOCK, STOCK/BOND, AND                                                              
BOND FUNDS                                                                          
 
$100,000 but less than           3.63             3.50             2.75             
$250,000                                                                            
 
$250,000 but less than           2.56             2.50             2.00             
$500,000                                                                            
 
$500,000 but less than           2.04             2.00             1.60             
$1,000,000                                                                          
 
$1,000,000 or more               none             none             (see below)      
 
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGES -- Investments of $1 million or more and
investments made by employer-sponsored defined contribution-type plans with 100
or more eligible employees are sold with no initial sales charge.  A contingent
deferred sales charge may be imposed on certain redemptions by these accounts
made within one year of purchase.  Investments by retirement plans, foundations
or endowments with $50 million or more in assets, and employer-sponsored
defined contribution-type plans with 100 or more eligible employees may be made
with no sales charge and are not subject to a contingent deferred sales charge.
 
In addition, 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 registered representatives, retired registered representatives with
respect to accounts established while active, or full-time employees (and their
spouses, parents, and children) of dealers who have sales agreements with
American Funds Distributors (or who clear transactions through such dealers)
and plans for such persons or the dealers; 
 
(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 foundations or endowments with assets of $50 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.
 
DEALER COMMISSIONS - 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 employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 100 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.
 
OTHER COMPENSATION TO DEALERS - American Funds Distributors, at its expense
(from a designated percentage of its income), currently provides additional
compensation to dealers. Currently these payments are limited to the top one
hundred dealers who have sold shares of the fund or other funds in The American
Funds Group. These payments will be based principally on a pro rata share of a
qualifying dealer's sales. American Funds Distributors will, on an annual
basis, determine the advisability of continuing these payments.
 
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.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.
 
REDUCING YOUR SALES CHARGE -- You and your immediate family may combine
investments to reduce your costs.  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 below.
 
STATEMENT OF INTENTION - You may enter into a non-binding commitment to
purchase shares of a fund(s) over a 13-month period and receive the same sales
charge as if all shares had been purchased at once.  This includes purchases
made during the previous 90 days, but does not include appreciation of your
investment or reinvested distributions.  The reduced sales charges and offering
prices set forth in the Prospectus apply to purchases of $50,000 or more made
within a 13-month period subject to the following statement of intention (the
"Statement") terms.  The Statement is not a binding obligation to purchase the
indicated amount.  When a shareholder elects to use the 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 American
Funds Service Company (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 pay
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
45 days after written request by the Principal Underwriter or the securities
dealer, the appropriate number of shares held in escrow 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.  Existing holdings eligible for rights of accumulation (see
the prospectus and account application) may be credited toward satisfying the
Statement.  During the Statement period reinvested dividends and capital gain
distributions, investments in money market funds, and investments made under a
right of reinstatement will not be credited toward satisfying the Statement.
 
When the trustees of certain retirement plans purchase shares by payroll
deduction, the sales charge for the investments made during the 13-month period
will be handled as follows:  The regular monthly payroll deduction investment
will be multiplied by 13 and then multiplied by 1.5.  The current value of
existing American Funds investments (other than money market fund investments)
and any rollovers or transfers reasonably anticipated to be invested in
non-money market American Funds during the 13-month period are added to the
figure determined above.  The sum is the Statement amount and applicable
breakpoint level.  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.
 
Shareholders purchasing shares at a reduced sales charge under a Statement
indicate their acceptance of these terms with their first purchase.
 
AGGREGATION - Sales charge discounts are available for certain aggregated
investments. Qualifying investments include those by you, your spouse and your
children under the age of 21, if all parties are purchasing shares for their
own account(s), which may include purchases through employee benefit plan(s)
such as an IRA, individual-type 403(b) plan or single-participant Keogh-type
plan or by a business solely controlled by 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 1940 Act, 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.
 
CONCURRENT PURCHASES -- You may combine purchases of two or more funds in The
American Funds Group, except direct purchases of the money market funds. 
Shares of money market funds purchased through an exchange, reinvestment or
cross-reinvestment from a fund having a sales charge do qualify.
 
RIGHT OF ACCUMULATION -- You may take into account the current value of your
existing holdings in The American Funds Group, as well as your holdings in
Endowments (shares of which may be owned only by tax-exempt organizations), to
determine your sales charge on investments in accounts eligible to be
aggregated, or when making a gift to an individual or charity.  Direct
purchases of the money market funds are excluded.
 
PRICE OF SHARES - Shares are purchased at the offering price next determined
after the purchase order is received and accepted by the fund or the Transfer
Agent; this offering price is effective for orders received 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. 
In case of orders sent directly to the fund or the Transfer Agent, an
investment dealer MUST be indicated.  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 do not always indicate
the 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 normal close of trading
(currently 4:00 p.m., New York time) each day the New York Stock Exchange is
open.  For example, if the Exchange closes at 1:00 p.m. on one day and at 4:00
p.m. on the next, the fund's share price would be determined as of 4:00 p.m.
New York time on both days.  The New York Stock Exchange is currently closed on
weekends and on the following holidays:  New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas Day.  
 
All portfolio securities of funds managed by Capital Research and Management
Company, other than the money market funds, are valued, and the net asset value
per share is determined as follows:
 
1. Equity securities, including depositary receipts, are valued at the last
reported sale price on the exchange or market on which such securities are
traded, as of the close of business on the day the securities are being valued
or, lacking any sales, at the last available bid price.  In cases where equity
securities are traded on more than one exchange, the securities are valued on
the exchange or market determined by the Investment Adviser to be the broadest
and most representative market, which may be either a securities exchange or
the over-the-counter market.  Fixed-income securities are valued at prices
obtained from a pricing service, 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 quoted bid and asked prices or at prices
for securities of comparable maturity, quality and type. 
 
Securities with original maturities of one year or less having 60 days or less
to maturity are amortized to maturity based on their cost if acquired within 60
days of maturity or, if already held on the 60th day, based on the value
determined on the 61st day.  Forward currency contracts are valued at the mean
of representative quoted bid and asked prices.
 
Assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the prevailing market rates at the end of the
reporting period.  Purchase and sale of securities and income and expenses are
translated into U.S. dollars at the prevailing market rates on the dates of
such transactions.  The effects of changes in foreign currency exchange rates
on investment securities are included with the net realized and unrealized gain
or loss on investment securities.  
 
Securities and assets for which representative market quotations are not
readily available are valued at fair value as determined in good faith under
policies approved by the fund's Board.  The fair value of all other assets is
added to the value of securities to arrive at the total assets. 
 
2. Liabilities, including accruals of taxes and other expense items, are
deducted from total assets. 
 
3. Net assets so obtained are then divided by the total number of shares
outstanding, and the result, rounded to the nearer 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.
 
Shareholders purchasing shares at a reduced sales charge under a Statement
indicate their acceptance of these terms with their first purchase.
 
                                 SELLING SHARES
 
Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company.  You may sell
(redeem) shares in your account in any of the following ways:
 
THROUGH YOUR DEALER (certain charges may apply)
0 Shares held for you in your dealer's street name must be sold through the
dealer.
 
WRITING TO AMERICAN FUNDS SERVICE COMPANY
- - Requests must be signed by the registered shareholder(s)
- - A signature guarantee is required if the redemption is:
  -- Over $50,000;
  -- Made payable to someone other than the registered shareholder(s); or
  -- Sent to an address other than the address of record, or an address of
record which has been changed within the last 10 days.
 
Your signature may be guaranteed by a domestic stock exchange or the National
Association of Securities Dealers, Inc., bank, savings association or credit
union that is an eligible guarantor institution. 
- - Additional documentation may be required for sales of shares held in
corporate, partnership or fiduciary accounts.
- - You must include any shares you wish to sell that are in certificate form.
 
 
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(R)
 
- - Redemptions by telephone or fax (including American FundsLine and American
FundsLine OnLine) are limited to $50,000 per shareholder each day.
- - Checks must be made payable to the registered shareholder(s).
- - Checks must be mailed to an address of record that has been used with the
account for at least 10 days.
 
MONEY MARKET FUNDS
 
- - You may have redemptions of $1,000 or more wired to your bank by writing
American Funds Service Company.
- - You may establish check writing privileges (use the money market funds
application)
 -- If you request check writing privileges, you will be provided with checks
that you may use to draw against your account.  These checks may be made
payable to anyone you designate and must be signed by the authorized number or
registered shareholders exactly as indicated on your checking account signature
card.
 
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), sale proceeds will be
paid on or before the seventh day following receipt and acceptance of an order. 
Interest will not accrue or be paid on amounts that represent uncashed
distribution or redemption checks.
 
   The fund may, with 60 days' written notice, close your account if due to a
sale of shares the account has a value of less than the minimum required
initial ivnestment.    
 
You may reinvest proceeds from a redemption or a dividend or capital gain
distribution without a sales charge (any contingent deferred sales charge paid
will be credited to your account) in any fund in The American Funds Group
within 90 days after the date of the redemption or distribution.  Redemption
proceeds of shares representing direct purchases in the money market funds are
excluded.  Proceeds will be reinvested at the next calculated net asset value
after your request is received and accepted by American Funds Service Company.
 
CONTINGENT DEFERRED SALES CHARGE - A contingent deferred sales charge of 1%
applies to certain redemptions made within twelve months of purchase on
investments of $1 million or more(other than redemptions by employer-sponsored
retirement plans). 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 403(b) plans
or IRAs due to death, disability or attainment of age 591/2; for tax-free
returns of excess contributions to IRAs; and for redemptions through certain
automatic withdrawals not exceeding 10% of the amount that would otherwise be
subject to the charge.
 
REDEMPTION OF SHARES -  The fund's Articles of Incorporation permit the fund to
direct the Transfer Agent to redeem your shares if, through redemptions, or
otherwise, they 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.  We
will give you prior notice of at least 60 days before the involuntary
redemption provision is made effective with respect to your account.  You 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.
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
   AUTOMATIC INVESTMENT PLAN - An automatic investment plan enables you to make
regular monthly or quarterly investments into The American Funds  through
automatic debits from  your bank account.  To set up a plan you must fill out
an account application and specify the amount you would like to invest ($50
minimum) and the date on which you would like your investments to occur.    The
plan will begin within 30 days after you r account application is received. 
Your bank accounts will be debited on the day or a few days before your
investment is made, depending on the bank's capabilities.  American Funds
Service Company will then invest your money into the fund you specified on or
around the date you specified.  If your bank account cannot be debited due to
insufficient funds, a stop-payment order or closing of the account, the plan
may be terminated and the related investment reversed.  You may change the
amount of the investment or discontinue the plan at any time by writing the
Transfer Agent.    
 
AUTOMATIC REINVESTMENT - Dividends and capital gain distributions are
reinvested in additional shares at no sales charge unless you indicate
otherwise on the account application.  You also may elect to have dividends
and/or capital gain distributions paid in cash by informing the fund, the
Transfer Agent or your investment dealer.
 
   CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - You may cross-reinvest
dividends or dividends and capital gain distributions into any other fund in
The American Funds Group subject to the following conditions:     
 
   
(a) the aggregate value of your account(s) in the  fund(s) paying distributions
equals or exceeds $5,000 (this  is waived if the value of the account in the 
fund receiving the distributions equals or exceeds that fund's minimum initial
investment requirement),    
 
   
(b)  If  the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, dividends and capital gain
distributions must be automatically reinvested, and     
 
   
(c)  If you discontinue the cross-reinvestment of distributions,, the value of
the account in the fund receiving distribution must equal or exceed the 
minimum initial investment requirement.  If you do not meet this requirement
within 90 days of notification, the fund has the right to automatically redeem
the account.     
 
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 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 the Transfer Agent (see "Redeeming
Shares"), by contacting your investment dealer, by using American FundsLine and
American FundsLine OnLine (see "American FundsLine and American FundsLine
OnLine" below), or by telephoning 800/421-0180 toll-free, faxing (see 
"Shareholder Information -- American Funds Service Company Service Areas" in
the Prospectus for the appropriate fax numbers) or telegraphing the Transfer
Agent. (See "Telephone and Computer Redemptions and Exchanges" below.) Shares
held in corporate-type retirement plans for which Capital Guardian Trust
Company serves as trustee may not be exchanged by telephone, computer, fax or
telegraph.  Exchange redemptions and purchases are processed simultaneously at
the share prices next determined after the exchange order is received. (See
"Purchase of Shares--Price of Shares.") 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
preceding 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 receiving 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 -  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.
 
   ACCOUNT STATEMENTS - Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments, will be reflected on regular confirmation statements from American
Funds Service Company. Dividend and capital gain reinvestments and purchases
through automatic investment plans and certain retirement plans will be
confirmed at least quarterly.    
 
AMERICAN FUNDSLINE AND AMERICAN FUNDSLINE ONLINE - You may check your share
balance, the price of your shares, or your most recent account transaction,
redeem shares (up to $50,000 per shareholder each day), or exchange shares
around the clock with American FundsLine and American FundsLine OnLine. To use
these services, call 800/325-3590 from a TouchTonet telephone or access the
American Funds Web site on the Internet at www.americanfunds.com.  Redemptions
and exchanges through American FundsLine and American FundsLine OnLine are
subject to the conditions noted above and in "Redeeming Shares--Telephone and
Computer Redemptions and Exchanges" below. You will need your fund number (see
the list of funds in The American Funds Group under "Purchase of
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.
 
TELEPHONE AND COMPUTER PURCHASES, REDEMPTIONS AND EXCHANGES - By using the
telephone or computer (including American FundsLine and American FundsLine
OnLine), fax or telegraph redemption and/or exchange options, you agree to hold
the fund, the Transfer Agent, 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 the Transfer Agent (you may also reinstate them at any time by writing
the Transfer Agent). If the Transfer Agent 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.
 
SHARE CERTIFICATES -- Shares are credited to your account and certificates are
not issued unless you request them by writing to American Funds Service
Company.
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
The Investment Adviser places orders for the fund's portfolio securities
transactions .  The Investment Adviser strives to obtain the best available
prices in its portfolio transactions taking into account the costs and
promptness of executions.  When circumstances relating to a proposed
transaction indicate that a particular broker (either directly or through its
correspondent clearing agent) is in a position to obtain the best price and
execution, the order is placed with that broker.  This may or may not be a
broker who has provided investment research statistical, or other related
services to the Investment Adviser or has sold shares of the fund or other
funds served by the Investment Adviser.  The fund does not have an obligation
to obtain the lowest available commission rate to the exclusion of price,
service and qualitative considerations. 
 
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.
 
   Brokerage commissions paid on portfolio transactions, including dealer
concessions on underwritings, for the fiscal years ended December 31, 1998,
1997, and 1996, amounted to $11,959,000, $58,367,000, and $9,568,000,
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, 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 - American Funds Service Company, a wholly owned subsidiary
of the Investment Adviser, maintains the records 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.  American Funds Service Company was paid a fee
of $5,411,000 for the fiscal year ended December 31, 1998.    
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 AUDITORS - 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.  The selection of the fund's independent
auditor is reviewed and determined annually by the Board of Directors.
 
   REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on December 31.  The
fund provides shareholders  at least semi-annually with reports showing the
investment portfolio, financial statements and other information.  The fund's 
financial statements are audited annually by the fund's independent auditors,
Deloitte & Touche LLP, whose selection is determined  by the Board of
Directors.  In an effort to reduce the volume of mail shareholders receive from
the fund when a household owns more than one account, the Transfer Agent has
taken steps to eliminate duplicate mailings of shareholder reports.  To receive
additional copies of a report, shareholders should contact the Transfer Agent.
    
 
YEAR 2000 - The fund and its shareholders depend on the proper functioning of
computer systems maintained by the Investment Adviser and its affiliates and
other key service providers.  Many computer systems in use today will require
reprogramming or replacement prior to the year 2000 because of the way they
store dates and make date-related calculations.  The fund understands that
these service providers are taking steps to address the "Year 2000 problem." 
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the fund.  In addition, the fund's investments could be
adversely affected by the Year 2000 problem.  For example, the markets for
securities in which the fund invests could experience settlement problems and
liquidity issues. Corporate and governmental data processing errors may cause
losses for individual companies and overall economic uncertainties.  Earnings
of individual issuers are likely to be affected by the costs of addressing the
problem, which may be substantial and may be reported inconsistently.
 
PERSONAL INVESTING POLICY - The Investment Adviser 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;  blackout periods on personal investing for
certain investment personnel; a 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.  You may obtain
a summary of the personal investing policy by contacting the Secretary of the
fund.
 
SHAREHOLDER VOTING RIGHTS - 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.
 
The fund does not hold annual meetings of shareholders. However, significant
matters that require shareholder approval, such as certain elections of board
members or a change in a fundamental investment policy, will be presented to
shareholders at a meeting called for such purpose. Shareholders have one vote
per share owned. At the request of the holders of at least 10% of the shares,
the fund will hold a meeting at which any member of the board could be removed
by a majority vote.
 
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, REDEMPTIONS PRICE AND                     
MAXIMUM OFFERING PRICE PER SHARE - DECEMBER 31, 1998                        
 
                                                                            
 
<S>                                                         <C>             
Net asset value and redemption price per share               $13.61         
(Net assets divided by shares outstanding)                                  
 
Maximum offering price per share                             $14.29         
(100/95.25 of net asset value per share, which takes                        
into account the fund's current maximum sales                               
charge)                                                                     
 
</TABLE>
 
    
                   INVESTMENT RESULTS AND RELATED STATISTICS 
 
   The fund's yield was 6.64% based on a 30-day (or one month) period ended
December 31, 1998, 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 may also calculate a distribution rate on a taxable and tax equivalent
basis.  The distribution rate is computed by annualizing the current month's
dividend and dividing by the average net asset value or maximum offering price
for the month.  The distribution rate may differ from the yield.
 
   The fund's total annual return over the past twelve months and average
annual total returns over the past 5-year and 10-year periods ending on
December 31, 1998, were 0.16%, 5.58%, and 8.66%, respectively.  The fund's
total return at net asset value over the past 12 months and average annual
total return for  the 5-and 10-year periods ending on December 31, 1998 was
5.17%%, 6.61%, and 9.19%, 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.    
 
In calculating average annual total return, the fund assumes:  (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.
 
   EXPERIENCE OF INVESTMENT ADVISER -- The Investment Adviser manages nine
growth and growth-income funds that are at least 10 years old.  In the rolling
10-year periods since January 1, 1968 (138 in all), those funds have had better
total returns than their comparable Lipper Indexes in 128 of the 138
periods.    
 
Note that past results are not an indication of future investment results. 
Also, the fund has different investment policies than the funds mentioned
above.  These results are included solely for the purpose of informing
investors about the experience and history of Capital Research and Management
Company.
 
The fund may include, in advertisements or in reports furnished to present or
prospective shareholders, information on its investment results and/or
comparisons of its investment results to various unmanaged indices or results
of other mutual funds or investment or savings vehicles.  The fund may also
combine its results with those of other funds in The American Funds Group for
purposes of illustrating investment strategies involving multiple funds.
 
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>              
 
1989 - 1998        + 129%           + 143%           + 156%          +  60%           
 
1988 - 1997        + 141            + 142            + 158           +  63            
 
1987 - 1996        + 125            + 126            + 140           +  65            
 
1986 - 1995        + 143            + 152            + 171           +  70            
 
1985 - 1994        + 160            + 160            + 175           +  76            
 
1984 - 1993        + 207            + 208            + 233           +  87            
 
1983 - 1992        + 194            + 203            + 225           +  98            
 
1982 - 1991        + 252            + 271            + 316           + 111            
 
1981 - 1990        + 210            + 240            + 261           + 121            
 
1980 - 1989        + 210            + 221            + 236           + 124            
 
1979 - 1988        + 191              n/a            + 189           + 124            
 
1978 - 1987        + 168              n/a            + 165           + 124            
 
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>
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:                                              
 
<S>                              <C>                              
                                                                  
 
5 Years                          10 Years                         
(1/1/94-12/31/98)                (1/1/89-12/31/98)                
 
$11,912                          $31,041                          
 
</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                              your investment would         
ago...                                       have been worth this          
                                             much at Dec. 31, 1998         
 
           |              Period                                |          
 
Number of Years           1/1-12/31          Value                         
 
<S>                       <C>                <C>                           
1                         1998               $10,016                       
 
2                         1997 - 1998        10,940                        
 
3                         1996 - 1998        11,679                        
 
4                         1995 -1998         13,811                        
 
5                         1994 -1998         13,116                        
 
6                         1993 -1998         14,967                        
 
7                         1992 -1998         16,671                        
 
8                         1991 -1998         20,171                        
 
9                         1990 -1998         20,833                        
 
10                        1989 -1998         22,944                        
 
11                        1988 -1998         25,391                        
 
12                        1987 -1998         25,895                        
 
13                        1986 -1998         29,823                        
 
14                        1985 -1998         37,749                        
 
15                        1984 -1998         42,268                        
 
16                        1983 -1998         46,279                        
 
17                        1982 -1998         61,515                        
 
18                        1981 -1998         65,556                        
 
19                        1980 -1998         67,882                        
 
20                        1979 -1998         70,030                        
 
21                        1978 -1998         71,453                        
 
22                        1977 -1998         75,132                        
 
23                        1976 -1998         88,774                        
 
24                        1975 -1998         100,010                       
 
25                        1974*-1998         103,771                       
 
</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, 1998 (the fund's lifetime), the fund ranked second among
the seventeen similar bond funds that were in existence for that period.    
 
   The fund may include information on its investment results and/or
comparisons of its investment results to various unmanaged indices or results
of other mutual funds or investment or savings vehicles in advertisements or in
reports furnished to present to prospective shareholders.  The fund may also,
from time to time, combine its results with those of other funds in The
American Funds Group for purposes of illustrating investment strategies
involving multiple funds.  For educational purposes, fund literature may
contain discussions and/or illustrations of volatility, risk tolerance, asset
allocation and investment strategies.    
 
The fund may also refer to results and surveys compiled by organizations such
as CDA Investment Technologies, Ibbottson Associates, Lipper Analytical
Services ("Lipper"), Morningstar, Inc.,  Wiesenberger Investment Companies
Services and the U.S. Department of Commerce.  Additionally, the Fund may 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 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, 1998)
 
<TABLE>
<CAPTION>
               COST OF SHARES                                     VALUE OF SHARES                                                 
 
Fiscal         Annual        Dividends        Total           From             From             From           Total        
Year End       Dividends     (cumulative)     Investment      Initial          Capital          Dividends      Value        
Dec. 31                                       Cost            Investment       Gains            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       
 
1995           6,112         68,222           78,222          9,632            3,363            71,650         84,645       
 
1996           6,405         74,627           84,627          9,542            3,332            77,449         90,323       
 
1997           6,635         81,262           91,262          9,715            3,392            85,563         98,670       
 
1998           6,933         88,195           98,195          9,445            4,321            90,005         103,771      
 
</TABLE>
 
    
The dollar amount of capital gain distributions during the period was $4,524.
 
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."
<TABLE>
The Bond Fund of America                                         Principal
INVESTMENT PORTFOLIO DECEMBER 31, 1998                               Amount   Market          Percent of
                                                                  or Shares    Value          Net Assets
BONDS, NOTES & PREFERRED STOCKS                                       (000)    (000)
<S>                                                         <C>              <C>              <C>
INDUSTRIALS, SERVICES & UTILITIES
TELECOMMUNICATIONS
NEXTEL Communications, Inc.:                                                                      1.48%
0%/9.75% 2004 (1)                                                    $20,750   $20,128
0%/10.125% 2004 (1)                                                   12,750     12,495
0%/9.75% 2007 (1)                                                     64,500           39,345
0%/10.65% 2007 (1)                                                    11,750             7,549
0%/9.95% 2008 (1)                                                     19,750           11,850
12.00% 2008 (2)                                                        5,000             5,450
Series D, 13.00% exchangeable preferred, redeemable 2009  (3 15,762 SHARES             16,345
Series E, 11.25% exchangeable preferred, redeemable 2010 (3)          23,533           21,180
NEXTEL International, Inc. 0%/12.125% 2008 (1)                       $15,500             6,936
Omnipoint Corp.:                                                                                     .89
Units 12.00% 2000 (2) (4) (5) (6)                                     12,500           14,350
14.00% 2003 (2) (3) (5)                                               32,250           31,766
11.625% 2006                                                          31,200     21,840
11.625% 2006                                                           8,250             5,775
Loan Agreement, Tranche A, 8.66% 2006 (2) (6)                          9,295             8,179
7.00% convertible preferred                                  120,000 SHARES              2,850
Bell Atlantic Financial Services, Inc.: (2)                                                          .70
5.75% convertible debentures 2003                                    $30,000     30,975
4.25% convertible debentures 2005                                     35,000           35,875
Centennial Cellular Corp.:                                                                           .41
8.875% 2001                                                           15,500           16,895
10.125% 2005                                                           5,000      6,200
10.75% 2008 (2)                                                       16,000           16,040
Clearnet Communications Inc.: (1)                                                                    .39
0%/11.75% 2007                                                    C$45,825       18,309
0%/10.40% 2008                                                        53,500           18,758
Viatel, Inc.:                                                                                        .37
11.25% 2008                                                          $15,000           15,000
0%/12.40% 2008 (1)                                                 DM4,500               1,538
0%/12.50% 2008 (1)                                                   $20,750           11,828
11.15% 2008                                                        DM9,500               5,667
10.00% convertible subordinated debentures 2011 (2) (3)                  742        507
Series A, 10.00% convertible preferred (3)                   16,264 SHARES               1,073
Crown Castle International Corp.:                                                                    .37
0%/10.625% 2007 (1)                                                  $17,000     11,815
12.75% preferred  (2) (3)                                    23,500 SHARES             23,735
Comcast Cellular Corp., Series B, 9.50% 2007                         $30,600           32,512        .34
COLT Telecom Group PLC:                                                                              .33
Units 0%/12.00% 2006 (1) (4)                                           5,250      6,484
8.875% 2007                                                        DM9,500               5,974
7.625% 2008                                                           31,800           18,779
Cable & Wireless Communications PLC:                                                                 .31
6.75% 2008                                                           $17,500     17,802
6.75% 2008                                                            12,000           12,222
QWest Communications International Inc.:                                                             .27
0%/9.47% 2007 (1)                                                     26,000           20,215
0%/8.29% 2008 (1)                                                      7,500      5,625
Loral Orion Network Systems, Inc. (formerly Orion Network  (          26,060           25,501        .26
Systems, Inc.) Units 11.25% 2007
U S WEST Capital Funding, Inc.:                                                                      .25
6.25% 2005                                                             3,250      3,361
6.50% 2018                                                            20,000           20,466
PageMart Wireless, Inc.:                                                                             .24
0%/15.00% 2005 (1)                                                     8,000             7,040
0%/11.25% 2008 (1)                                                    34,250     15,413
American Cellular Corp. 10.50% 2008 (2)                               21,500           20,855        .22
Global TeleSystems Group, Inc. 8.75% convertible debentures            7,500           20,775        .22
McCaw International, Ltd. (owned by NEXTEL  (1) (4)                   37,850           20,704        .22
Communications, Inc.) 0%/13.00% 2007
Time Warner Telecom Inc.  9.75% 2008                                  18,050           18,862        .20
US Xchange LLC 15.00% 2008                                            16,125           16,931        .18
Esat Telecom Group PLC:                                                                              .16
0%/12.50% 2007 (1)                                                     4,000             2,640
Units 0%/12.50% 2007 (1) (4)                                           4,500      3,282
11.875% 2008 (2)                                                       9,750             9,848
Comuncacion Celular SA Units 0%/14.125% 2005 (1) (2) (4)              17,550           14,128        .15
NEXTLINK Communications, Inc.:                                                                       .15
12.50% 2006                                                            3,000      3,225
9.625% 2007                                                            3,000             2,895
9.00% 2008                                                             8,250             7,714
MCI Worldcom, Inc. (formerly WorldCom, Inc.):                                                        .14
6.40% 2005                                                             8,250      8,574
8.875% 2006                                                            4,796             5,242
CCPR Services, Inc. 10.00% 2007                                       13,750           13,750        .14
Sprint Capital Corp. 6.875% 2028                                      10,000           10,514        .11
MobileTelecommunication Technologies Corp. 13.50% 2002                 8,530             9,554       .10
PTC International Finance BV  0%/10.75% 2007 (1)                       9,450             6,710       .07
CEI Citicorp Holdings SA 11.25% 2007 (2)                          ARP9,500               6,181       .06
PanAmSat Corp.:                                                                                      .06
6.125% 2005                                                           $2,500      2,426
6.375% 2008                                                            3,000             2,929
SpectraSite Holdings, Inc. 0%/12.00% 2008 (1) (2)                      9,500             4,940       .05
Dobson/Sygnet Communications Co. 12.25% 2008 (2)                       4,500             4,528       .05
Price Communications Cellular Holdings, Inc. 11.25% 2008 (3)           4,000             3,820       .04
Globalstar LP Units 11.375% 2004 (4)                                   4,500             3,645       .04
Hermes Euro Railtel BV 11.50% 2007                                     3,000             3,225       .03
Conecel Holdings Ltd. Units, Series A, 16.00% 2000 (2)(4)(5)           5,900             2,707       .03
Telesystem International Wireless Inc. 0%/13.25% 2007 (1)              6,000             2,550       .03
Dobson Communications Corp. 12.25% exchangeable preferred,    2,578 SHARES               2,364       .02
redeemable 2008
IMPSAT Corp. 12.375% 2008                                             $2,500             2,025       .02
Level 3 Communications, Inc. 9.125% 2008                               1,000                99       .01
                                                                                     870,181        9.11
 
TRANSPORTATION
Continental Airlines, Inc., pass-through certificates:(7)                                           1.68
Series 1998-3,  Class C-1, 7.08% 2004                                  3,000             2,995
Series 1998-3, Class C-2, 7.25% 2005                                  12,000           12,072
Series 1997-1, Class C, 7.78%  2007(6)                                 2,454             2,478
Series 1998-3, Class A-2, 6.32% 2008                                  15,000           15,100
Series 1997-1, Class B, 7.461% 2014                                      989             1,017
Series 1996-2, Class B, 8.56% 2014                                     1,898             2,087
Series 1996, Class A, 6.94% 2015                                       3,816             3,928
Series 1996, Class B, 7.82% 2015                                      12,881           13,570
Series 1996, Class C, 9.50% 2015                                       4,771             5,382
Series 1997-1, Class A, 7.461% 2016                                   19,743           20,470
Series 1996-2, Class D, 11.50% 2016                                    4,361             4,726
Series 1997-4, Class A, 6.90% 2018                                    35,390           35,531
Series 1998-1, Class A,  6.648% 2019                                  41,500     40,841
Jet Equipment Trust:(2)                                                                              .59
Series 1994-A, Class B1, 10.91% 2006                                   6,446             7,509
Series 1994-A, Class C1, 11.79% 2013                                   4,000      5,442
Series 1995-B, Class B2, 10.91% 2014                                   5,000             6,184
Series 1995-D, Class D, 11.44% 2014                                   10,000           12,849
Series 1995-B, Class A, 7.63% 2015                                     4,159             4,459
Series 1995-B, Class C, 9.71% 2015                                     5,500             6,458
Series 1995-A, Class C, 10.69% 2015                                   10,500           12,915
Airplanes Pass Through Trust, pass-through certificates,  (7          41,164           42,245        .44
Series 1, Class C, 8.15%  2019
Atlas Air, Inc., Pass-Through Trusts, Series 1998-1,  (7)             41,000           41,711        .44
Class A, 7.38% 2018
USAir, Inc.:                                                                                         .36
9.625% 2001                                                            3,996      4,149
1990 Equipment Trust Certificates:
 Series A, 10.28% 2001                                                   754                799
 Series B, 10.28% 2001                                                   754                799
 Series C, 10.28% 2001                                                   530                562
Enhanced Equipment Notes:
 Class B, 7.50% 2009                                                   9,057             8,813
 Class C, 8.93% 2009                                                   8,314             8,734
pass-through trust:
 Series 1993-A2, 9.625% 2003 (7)                                       2,500             2,700
 Series 1993-A3, 10.375% 2013 (7)                                      7,250             8,011
Delta Air Lines, Inc.:                                                                               .34
pass-through certificates, Series 1992-A2, 9.20% 2014 (7)             11,500           12,746
1990 Equipment trust certificates: (2)
 Series I, 10.00% 2014                                                 5,000             5,893
 Series J, 10.00% 2014                                                10,000           11,787
 Series F, 10.79% 2014                                                 1,700      2,114
United Air Lines, Inc., pass-through certificates: (7)                                               .22
Series 1995-A1, 9.02% 2012                                            10,393     11,635
Series 1995-A2, 9.56% 2018                                             8,000             9,050
Alaska Airlines:                                                                                     .15
Series A, 9.50% 2010                                                   2,168      2,578
Series B, 9.50% 2010                                                   2,780             3,296
Series C, 9.50% 2010                                                   2,659             3,198
Series D, 9.50% 2012                                                   4,524             5,459
American Airlines, Inc., pass-through certificates,  (7)               6,000             7,202       .08
Series 1991-C2, 9.73% 2014
Teekay Shipping Corp. 8.32% 2008                                       6,000             5,940       .06
Union Pacific Capital Trust 6.25% TIDES convertible preferre 111,100 SHARES              5,083       .05
Southwest Airlines, pass-through certificates,                        $2,408             2,979       .03
Series 1994-A, 9.15% 2016 (7)
Canadian National Railway Company 6.45% 2036 (6)                       2,750             2,828       .03
                                                                                     426,324        4.47
 
DIVERSIFIED MEDIA & CABLE TELEVISION
Fox/Liberty Networks, LLC, FLN Finance, Inc.:                                                        .50
0%/9.75% 2007 (1)                                                     33,325     22,661
8.875% 2007                                                           24,250           24,735
NTL Inc.:                                                                                            .48
0%/12.75% 2005 (1)                                                    17,750     16,153
Series B, 10.00% 2007                                                 10,000           10,200
0%/9.75% 2008 (1)(2)                                                  12,500             7,750
11.50% 2008 (2)                                                       11,000           11,990
Falcon Holding Group, LP, Falcon Funding Corp.:                                                      .34
0%/9.285% 2010 (1)                                                    25,300     17,394
8.375% 2010                                                           14,750           14,824
TCI Communications, Inc.:                                                                            .31
8.00% 2005                                                            10,000     11,258
8.75% 2015                                                             7,500             9,317
Tele-Communications, Inc. 8.75% 2023                                   8,000             8,921
News America Holdings Inc.:                                                                          .26
8.625% 2014                                                        A$3,250               2,166
8.00% 2016                                                            $1,000             1,102
7.43% 2026                                                            20,500     21,332
Lenfest Communications, Inc.:                                                                        .23
8.375% 2005                                                           11,000           11,880
7.625% 2008                                                            6,750      7,020
8.25% 2008                                                             3,250             3,356
Comcast UK Cable Partners Ltd. 0%/11.20% 2007 (1)                     22,000           18,480        .19
Comcast Cable Communications, Inc.:                                                                  .19
8.375% 2007                                                            5,000      5,801
8.875% 2017                                                           10,000           12,345
Time Warner Companies, Inc.:                                                                         .18
9.125% 2013                                                            7,000             8,862
7.25% 2017                                                             7,000             7,610
6.95% 2028                                                             1,000      1,059
Cox Communications, Inc. 6.40% 2008                                   15,000           15,709        .16
Cablevision Industries Corp.:                                                                        .16
8.125% 2009                                                            9,250      9,912
9.875% 2013                                                            5,000             5,575
Telemundo Holdings, Inc. 0%/11.50% 2008(1)(2)                         25,375           14,591        .15
Comcast Corp. 10.25% 2001                                             13,000           14,129        .15
Adelphia Communications Corp.:                                                                       .13
8.125% 2003                                                            5,000      5,100
8.375% 2008                                                            7,500             7,687
TVN Entertainment Corp. 14.00% 2008(2)                                13,250           12,190        .13
V2 Music (Holdings) PLC Units: (1)(2)(4)                                                             .13
0%/14.00% 2008                                                         9,250      4,995
0%/14.00% 2008                                                 POUNDS7,875        7,054
TeleWest PLC:                                                                                        .12
9.625% 2006                                                           $4,700             4,794
0%/11.00% 2007(1)                                                      8,000      6,660
Century Communications Corp.:                                                                        .12
8.75% 2007                                                             6,200             6,820
0% 2008                                                                8,900      4,561
Globo Comunicacoes E Partcipacoes Ltd.:                                                              .08
10.50% 2006(2)                                                         9,480      6,115
10.50% 2006                                                            2,000             1,290
Coaxial Communications of Central Ohio, Inc.  10.00% 2006(2)           6,750             6,817       .07
Multicanal Participacoes SA, Series B, 12.625% 2004                    7,250             6,308       .07
Clear Channel Communications, Inc. 7.25% 2027                          4,000             4,003       .04
Fox Family Worldwide, Inc.:                                                                          .04
0%/10.25% 2007(1)                                                      2,500             1,575
9.25% 2007                                                             2,000      1,980
FrontierVision 11.00% 2006                                             2,500             2,775       .03
Avalon Cable Holdings LLC 0% 2008(1)(2)                                3,125             1,750       .02
TV Azteca, SA de CV, Series B, 10.50% 2007                             1,000                82       .01
                                                                                     409,431        4.29
 
LEISURE & TOURISM
Joseph E. Seagram & Sons, Inc.:                                                                      .57
6.625% 2005                                                           26,500           26,351
6.80% 2008                                                            10,000             9,964
7.50% 2018                                                            17,500           17,603
AMF Bowling Worldwide, Inc.:                                                                         .22
0%/12.25% 2006 (formerly AMF Group Inc.)(1)                           11,050             6,354
10.875% 2006 (formerly AMF Group Inc.)                                13,839           11,279
0% convertible debentures 2018(2)                                     23,100             3,061
Mirage Resorts, Inc.:                                                                                .21
6.625% 2005                                                            7,500             7,281
6.75% 2007                                                             6,500             6,295
6.75% 2008                                                             6,750             6,507
Boyd Gaming Corp.:                                                                                   .21
9.25% 2003                                                            13,725           14,308
9.50% 2007                                                             5,500             5,500
Friendly Ice Cream Corp. 10.50% 2007                                  18,875           19,630        .21
William Hill Finance 10.625% 2008                             POUNDS10,593             18,055        .19
FelCor Suites LP 7.375% 2004                                         $18,400           17,097        .18
Capstar Hotel Co. 8.75% 2007                                          12,020           11,780        .12
Punch Taverns 7.567% 2026                                      POUNDS5,000               8,667       .09
Premier Parks Inc.:                                                                                  .09
9.25% 2006                                                            $5,000             5,213
0%/10.00% 2008(1)                                                      4,500             3,060
Harrah's Operating Company, Inc. 7.875% 2005                           6,000             6,000       .06
Royal Caribbean Cruises Ltd.:                                                                        .06
7.25% 2018                                                             2,000             1,926
7.50% 2027                                                             4,000             3,939
Regal Cinemas, Inc. 9.50% 2008 (2)                                     5,000             5,200       .05
Six Flags Entertainment Corp. 8.875% 2006                              5,000             5,181       .05
KSL Recreation Group, Inc. 10.25% 2007                                 5,000             5,000       .05
Sun International Hotels, Ltd., Sun International North                3,000             3,120       .03
America, Inc. 9.00% 2007
                                                                                     228,371        2.39
 
HEALTH & PERSONAL CARE
Columbia/HCA Healthcare Corp.:                                                                       .90
6.50% 1999                                                             9,500             9,489
6.125% 2000                                                            8,500             8,392
6.41% 2000                                                             1,000                986
7.60% 2001                                                             1,750             1,763
7.15% 2004                                                             1,500             1,463
6.91% 2005                                                            11,410           11,055
7.00% 2007                                                            12,750           12,163
8.85% 2007                                                            24,105           25,369
8.70% 2010                                                             4,250             4,450
9.00% 2014                                                             5,650             5,993
7.69% 2025                                                             5,000             4,635
Integrated Health Services, Inc.:                                                                    .54
5.75% convertible debentures 2001                                      6,500             5,647
10.25% 2006 (6)                                                        9,350             9,257
Series A, 9.50% 2007                                                  11,175           10,616
Series A, 9.25% 2008                                                  27,500           25,850
Paracelsus Healthcare Corp. 10.00% 2006                               20,575           18,518        .20
Tenet Healthcare Corp.:                                                                              .10
8.00% 2005                                                             6,000             6,090
8.125% 2008 (2)                                                        3,000             3,075
Nationwide Health Properties Inc., Series A, 7.677%          100,000 SHARES              8,015       .09
preferred cumulative step-up premium rate
McKesson Corp.:                                                                                      .08
6.30% 2005                                                            $1,750             1,783
6.40% 2008                                                             5,500             5,661
Mariner Health Group, Inc. 9.50% 2006                                  6,500             6,403       .07
Unison HealthCare Corp. 13.00% 2006 (2)(5)(8)                          5,000             1,000       .01
                                                                                     187,673        1.99
 
BROADCASTING & PUBLISHING
Chancellor Media Corp. of Los Angeles:                                                               .59
Chancellor Media Corp. of Los Angeles (formerly Chancellor
Radio Broadcasting Co.):
9.375% 2004 (formerly Chancellor Radio Broadcasting Co.)             $12,500           13,125
8.125% 2007 (formerly Chancellor Radio Broadcasting Co.)              21,000     21,000
Series B, 8.75% 2007                                                  15,125           15,503
9.00% 2008(2)                                                          7,000      7,367
Hearst-Argyle Television, Inc.:                                                                      .25
7.00% 2018                                                            18,500           18,419
7.50% 2027                                                             5,500      5,696
Young Broadcasting Inc.:                                                                             .19
10.125% 2005                                                           3,500      3,666
Series B, 8.75% 2007                                                  14,250           14,321
Cox Radio, Inc.:                                                                                     .17
6.25% 2003                                                             2,000      2,016
6.375% 2005                                                           14,000           14,194
American Radio Systems Corp. 9.00% 2006                              $10,080           10,962        .11
Ziff-Davis Inc. 8.50% 2008                                             9,500             9,263       .10
Antenna TV SA 9.00% 2007                                               9,750             8,873       .09
TransWestern Publishing Co. LLC:                                                                     .08
9.625% 2007(2)                                                         6,250             6,563
9.625% 2007                                                            1,000             1,050
RBS Participacoes SA 11.00% 2007(2)                                   10,000             6,100       .06
Sun Media Corp.:                                                                                     .06
9.50% 2007                                                             3,834      4,237
9.50% 2007                                                             1,305             1,442
STC Broadcasting, Inc. 11.00% 2007                                     3,250             3,437       .04
Newsquest Capital PLC 11.00% 2006                                      2,850             3,164       .03
EZ Communications, Inc. 9.75% 2005                                     1,250             1,359       .01
                                                                                     171,757        1.78
 
ENERGY & RELATED COMPANIES
McDermott Inc. 9.375% 2002                                            13,250           13,787        .25
J. Ray McDermott, SA 9.375% 2006                                       9,500           10,070
Petrozuata Finance, Inc., Series A, 7.63% 2009(2)                     21,280           16,598        .17
Pioneer Natural Resources Co. 7.20% 2028                              20,000           13,930        .15
CalEnergy Co., Inc. (formerly California Energy                       11,000           12,318        .13
Co., Inc.) 9.875% 2003
PDVSA Finance Ltd.:(2)                                                                               .12
7.40% 2016                                                            10,000             8,427
7.50% 2028                                                             4,000             3,255
Oil Co. Ltd. 8.90% 2000                                               10,652           10,801        .11
YPF SA 7.75% 2007                                                     10,000             8,900       .09
OXYMAR 7.50% 2016(2)                                                   8,500             8,094       .08
Ocean Energy, Inc. 8.875% 2007                                         8,000             7,760       .08
Kelley Oil & Gas Corp. 10.375% 2006                                    8,750             6,388       .07
Benton Oil and Gas Co.:                                                                              .05
11.625% 2003                                                           6,000             4,020
9.375% 2007                                                            1,750             1,137
Cross Timbers Oil Co. 8.75% 2009                                       2,000             1,780       .02
Clark Refining & Marketing, Inc. 8.375% 2007                           1,500             1,414       .01
Pogo Producing Co. 8.75% 2007                                          1,500             1,388       .01
                                                                                     130,067        1.34
 
METALS
BHP Finance Ltd.:                                                                                    .37
6.69% 2006                                                             5,000             5,004
8.50% 2012                                                            20,000     22,405
6.75% 2013                                                             5,000             4,731
7.25% 2016                                                             3,500             3,439
Freeport-McMoRan Copper & Gold Inc.:                                                                 .35
7.50% 2006                                                            34,000           21,590
7.20% 2026                                                            18,000           11,700
Inco Ltd.:                                                                                           .27
9.875% 2019                                                            7,500             7,842
9.60% 2022                                                            16,000           17,854
Doe Run Resources Corp.:                                                                             .16
11.696% 2003 (6)                                                       3,000             2,400
11.25% 2005                                                           16,000           12,960
AK Steel Corp. 9.125% 2006                                             5,000             5,237       .05
Pohang Iron & Steel Co., Ltd. 6.625% 2003                              4,695             4,164       .04
Kaiser Aluminum and Chemical Corp. 12.75% 2003                         2,000             1,960       .02
                                                                                     121,286        1.26
 
MULTI-INDUSTRY
Swire Pacific Capital Ltd. 8.84% cumulative guaranteed  (2)  1,500,000 SHARE           27,000        .36
perpetual capital securities
Swire Pacific Offshore Financing Ltd. 9.33% cumulative  (2)          400,000             7,600
guaranteed perpetual capital securities
Wharf International Finance Ltd., Series A, 7.625% 2007              $25,000           20,056        .21
Hutchison Whampoa Finance Ltd.: (2)                                                                  .20
7.45% 2017                                                             3,000             2,598
Series D, 6.988% 2037                                                 18,000           16,536
Reliance Industries Ltd.: (2)                                                                        .18
8.25% 2027                                                            10,000             8,525
10.50% 2046                                                              250                198
10.25% 2097                                                           10,750             8,063
Pan Pacific Industrial Investments PLC 0% 2007 (2)                    33,500           13,199        .14
Federal-Mogul Corp. 7.75% 2006                                        10,000           10,154        .11
Tenneco Inc. 8.075% 2002                                               3,000             3,128       .03
                                                                                     117,057        1.23
 
FOREST PRODUCTS & PAPER
Container Corp. of America:                                                                          .34
10.75% 2002                                                            4,800             4,992
9.75% 2003                                                            18,815           19,191
Series A, 11.25% 2004                                                  8,000             8,320
Scotia Pacific Company LLC: (2)                                                                      .19
Timber Collateralized Notes, Class A-1, 6.55% 2028                     1,500             1,473
Class A-2, 7.11% 2028                                                 18,000           17,096
Norampac Inc.:                                                                                       .14
9.375% 2008                                                        C$5,000               3,343
9.50% 2008                                                           $10,250           10,353
Fort James Corp.:                                                                                    .12
6.625% 2004                                                            5,000             5,092
6.875% 2007                                                            6,000             6,207
Copamex Industrias, SA de CV, Series B, 11.375% 2004                  11,880           11,227        .12
Grupo Industrial Durango, SA de CV:                                                                  .10
12.00% 2001                                                            3,000             2,790
12.625% 2003                                                           7,625             6,863
P.T. Indah Kiat Pulp & Paper Corp. 8.875% 2000                           300                20       .08
Indah Kiat:
Finance Mauritius Ltd. 11.875% 2002                                      600                423
International Finance Co. B.V. 12.50% 2006                               150                100
Finance Mauritius Ltd. 10.00% 2007                                    13,400             7,303
Pindo Deli Finance Mauritius Ltd.:                                                                   .06
10.25% 2002                                                            6,000             3,360
10.75% 2007                                                            4,375             2,363
Paperboard Industries International Inc. 8.375% 2007                   5,000             4,800       .05
James River Corp. 9.25% 2021                                           1,000             1,221       .01
APP International Finance Co. B.V. 11.75% 2005                           525                34       .00
                                                                                     117,073        1.21
 
ELECTRICAL & GAS UTILITIES
The Israel Electric Corp. Ltd.: (2)                                                                  .74
7.125% 2005                                                           12,500           12,563
7.25% 2006                                                             7,165             7,279
7.70% 2018                                                             8,500             8,297
7.875% 2026                                                            8,000             7,862
7.75% 2027                                                            25,000           24,216
8.10% 2096                                                            10,405             9,997
Williams Holdings of Delaware, Inc.:                                                                 .08
6.125% 2003                                                            2,000             1,983
6.25% 2006                                                             5,000             4,950
6.50% 2008                                                             1,000                987
United Utilities 6.875% 2028                                           7,500             7,390       .08
Energen Corp., Series B, 7.125% 2028                                   6,000             5,951       .06
Tennessee Gas Pipeline Co. 7.625% 2037                                 5,000             5,392       .06
Transener SA 9.25% 2008 (2)                                            4,250             3,698       .04
                                                                                     100,565        1.06
 
GENERAL RETAILING & MERCHANDISING
Sears Roebuck Acceptance Corp. 6.875% 2017                            15,000           15,527        .16
Kmart Corp. 9.78% 2020                                                12,250           13,397        .14
Venator Group Inc.(formerly Woolworth Corp.):                                                        .13
6.98% 2001                                                             9,000             8,510
Series A, 7.00% 2002                                                   4,000             3,700
Federated Department Stores, Inc.:                                                                   .10
8.125% 2002                                                            5,000             5,390
7.45% 2017                                                             2,000             2,153
7.00% 2028                                                             2,000             2,027
DR Securitized Lease Trust Pass-Through Certificates,                  8,000             8,640       .09
Series 1994 K-2,  9.35% 2019
Sunglass Hut International Ltd. 5.25% convertible debentures          11,150             7,694       .08
Carr-Gottstein Foods Co. 12.00% 2005                                   3,500             3,990       .04
Randall's Food Markets, Inc. 9.375% 2007                               3,500             3,763       .04
Boyds Collection 9.00% 2008 (2)                                        2,960             3,019       .03
Dillard's, Inc. 7.13% 2018                                             2,750             2,775       .03
Fred Meyer, Inc.:                                                                                    .02
7.375% 2005                                                            1,000             1,058
7.45% 2008                                                             1,000             1,079
                                                                                       82,722        .86
 
ELECTRICAL & ELECTRONICS
Micron Technology, Inc. 7.00% convertible subordinated notes          24,000           25,710        .27
Hyundai Semiconductor America, Inc.: (2)                                                             .22
8.25% 2004                                                             7,705             6,087
8.625% 2007                                                           20,700           15,318
Zilog, Inc. 9.50% 2005                                                12,250             9,923       .10
Samsung Electronics Co., Ltd. 7.45% 2002 (2)                          11,000             9,790       .10
Advanced Micro Devices, Inc. 11.00% 2003                               8,000             8,480       .09
Maxtor Corp. 5.75% convertible debentures 2012                         3,000             1,800       .02
                                                                                       77,108        .80
 
MISCELLANEOUS MATERIALS & COMMODITIES
Printpack, Inc.:                                                                                     .13
Series B, 9.875% 2004                                                  2,775             2,775
10.625% 2006                                                           9,465             9,465
Impress Metal Packaging Holdings BV 9.875% 2007                   DM14,000               9,233       .10
Consumers International Inc. 10.25% 2005 (6)                          $8,125             8,491       .09
Anchor Glass Container Corp.:                                                                        .09
11.25% 2005                                                            7,000             7,315
9.875% 2008                                                            1,000                945
Graham Packaging Co.:                                                                                .08
8.75% 2008                                                             3,625             3,661
0%/10.75% 2009 (1)                                                     5,975             4,153
CellNet Data Systems, Inc. Units 0%/14.00% 2007 (1)(4)                26,561             5,168       .05
Ball Corp. 7.75% 2006 (2)                                              3,500             3,675       .04
Teletrac Holdings, Inc. Units 14.00% 2007 (4)(5)                       6,850             2,436       .03
MC-Cuernavaca Trust 9.25% 2001 (1)(2)                                  3,109             2,176       .02
Key Plastics, Inc. 10.25% 2007                                         1,000                93       .01
                                                                                       60,428        .64
 
INDUSTRIAL COMPONENTS
BREED Technologies Inc. 9.25% 2008 (2)                                28,750           25,300        .27
Hayes Wheels International Inc. 9.125% 2007                           11,000           11,495        .12
Tekni-Plex, Inc. 9.25% 2008                                            7,500             7,875       .08
Hayes Lemmerz International, Inc. 8.25% 2008 (2)                       5,000             5,000       .05
                                                                                       49,670        .52
 
FOOD & FOOD PRODUCTS
Nabisco, Inc.:                                                                                       .23
7.05% 2007                                                             8,500             8,720
7.55% 2015                                                            13,000           13,270
Fage Dairy Industry SA 9.00% 2007                                     10,000             8,700       .09
Gruma, SA de CV 7.625% 2007                                            8,000             7,040       .07
Home Products International, Inc. 9.625% 2008                          6,000             5,910       .06
Favorite Brands International, Inc. 10.75% 2006 (2)                    1,750             1,435       .02
                                                                                       45,075        .47
 
AUTOMOTIVE
Ford Motor Credit Co. 5.25% 2008                                  DM32,000             19,870        .21
General Motors Corp. 9.45% 2011                                      $12,000           15,729        .16
                                                                                       35,599        .37
 
BEVERAGES & TOBACCO
Canandaigua Wine Co., Inc.:                                                                          .15
Series C, 8.75% 2003                                                   7,500             7,725
8.75% 2003                                                             6,000             6,150
Standard Commercial Tobacco Co., Inc. 8.875% 2005                     11,750           11,280        .12
Delta Beverage Group, Inc. 9.75% 2003                                 $4,750             5,011       .05
Sparkling Spring Water Group Ltd. 11.50% 2007                          3,750             3,338       .04
                                                                                       33,504        .36
 
MACHINERY & ENGINEERING
John Deere Capital Corp. 8.625% 2019                                  16,850           19,144        .20
United Defense 8.75% 2007                                              2,790             2,825       .03
                                                                                       21,969        .23
 
PROTECTION SERVICES
Protection One Alarm Monitoring, Inc.:                                                               .19
6.75% convertible debentures 2003                                      5,000             5,800
13.625% 2005                                                          11,074           12,569
                                                                                       18,369        .19
 
APPLIANCES & HOUSEHOLD GOODS
Lifestyle Furnishings International Ltd. 10.875% 2006                  9,250           10,152        .11
Salton/Maxim Housewares, Inc. 10.75% 2005 (2)                          8,000             8,000       .08
                                                                                       18,152        .19
 
TEXTILES & APPAREL
Tultex Corp.:                                                                                        .10
10.625% 2005                                                          11,500             5,175
9.625% 2007                                                           11,500             4,830
WestPoint Stevens Inc. 7.875% 2005                                     1,000             1,015       .01
                                                                                       11,020        .11
 
DATA PROCESSING & REPRODUCTION
First International Computer Corp. 1.00%                               3,000             3,450       .04
convertible debentures 2004 (2)
 
OTHER
Cendant Corp. 7.75% 2003                                              25,500           25,772        .27
EarthWatch Inc. Units 12.50% 2001 (2)(4)(5)(8)                        12,000             9,600       .10
Allied Waste North America, Inc.: (2)                                                                .06
7.375% 2004                                                            4,000             4,020
7.625% 2006                                                            2,000             2,015
Safety-Kleen Services, Inc. 9.25% 2008                                   250                25       .00
                                                                                       41,665        .43
 
FINANCE
BANKS & THRIFTS
Capital One Bank:                                                                                    .72
6.97% 2002                                                             5,000             5,001
6.375% 2003                                                           15,000     14,700
6.40% 2003                                                             5,600             5,509
6.78% 2005                                                            10,000             9,828
7.15% 2006                                                            11,000           11,057
6.70% 2008                                                            10,000             9,670
Capital One Capital I 6.769% 2027 (2)(6)                              10,000             8,454
Capital One Financial Corp. 7.25% 2003                                 5,000             4,952
Tokai Preferred Capital Co. LLC, Series A,                            75,500           64,175        .67
9.98% noncumulative preferred (2)
BNP U.S. Funding LLC, Series A, 7.738%                                64,000           61,460        .65
noncumulative preferred (2)
SocGen Real Estate Co. LLC, Series A,                                 62,500           57,569        .60
7.64%/8.406% 2049 (1) (2)
MBNA Corp., MBNA:                                                                                    .59
6.75% 2008                                                             2,500             2,475
Capital A, Series A, 8.278% 2026                                      28,000     28,727
Capital B, Series B, 6.019% 2027(6)                                   30,000           24,924
Fuji JGB Investment LLC, Series A, 9.87%                              56,000           40,055        .42
 noncumulative preferred  (2)
Bankers Trust New York Corp.:
8.25% 2005                                                            10,000           11,042        .41
6.70% 2007                                                            20,000     20,665
7.90% 2027                                                             5,000             5,245
BT Preferred Capital Trust II 7.875% 2027                              1,500             1,565
NB Capital:                                                                                          .36
Trust IV 8.25% 2027                                                    3,000             3,401
Corp. 8.35% exchangeable depositary shares                   1,200,000 SHARE     31,200
Skandinaviska Enskilda Banken:                                                                       .33
6.875% 2009                                                           $8,250             8,663
7.50% (undated) (6)                                                   24,000           23,047
IBJ Preferred Capital Co. LLC, Series A,                              35,450           31,095        .33
8.79% noncumulative preferred  (2)
Advanta Corp.:                                                                                       .30
Series D, 6.54% 2000                                                  10,600           10,070
Series D, 6.60% 2000                                                   6,000             5,719
Series B, 7.00% 2001                                                   4,000             3,709
Series D, 6.925% 2002                                                  2,500             2,172
6.925% 2002                                                            2,000      1,738
Advanta Capital Trust I 8.99% 2026                                    10,000             5,000
Washington Mutual Capital I Subordinated                              22,000           24,130        .27
Capital Income Securities 8.375% 2027
Great Western Financial Trust II, Series A, 8.206% 2027                2,055             2,318
Paribas, New York Branch 6.95% 2013                                   25,000           24,442        .26
Barnett Capital I 8.06% 2026                                          20,000           22,470        .24
HSBC America Capital 8.38% 2027 (2)                                   19,375           19,557        .21
Royal Bank of Scotland 8.375% 2007                             POUNDS9,400             17,832        .19
Imperial Capital Trust I, Imperial Bancorp 9.98% 2026                $15,000           16,309        .17
Riggs Capital TrustII 8.625% 2026 (2)                                  1,500      1,525              .17
Riggs National Corp.:
8.625% 2026                                                            3,900      3,964
8.875% 2027 (2)                                                       10,000           10,519
Bayerische Vereinsbank 5.50% 2008                                 DM24,000             15,724        .16
Chevy Chase Bank, FSB 9.25% 2005                                      $2,000             2,000       .15
Chevy Chase Preferred Capital Corp. 10.375%                  242,900 SHARES            12,692
Dime Capital Trust I, Dime Bancorp, Inc., Series A, 9.33% 20         $12,500           13,501        .14
Abbey National PLC 6.70% (undated) (6)                                12,500           12,270        .13
Chase Capital I, Capital Securities, Series A, 7.67% 2026              6,000      6,457              .13
Chase Capital II, Global Floating Rate Capital Securities, (           6,000             5,672
 Series B, 5.719% 2027
Fleet Financial Group, Inc. 6.375% 2008                                1,000             1,045       .13
Fleet Capital Trust II 7.92% 2026                                      1,000             1,111
Fleet Capital Trust V 6.226% 2028 (6)                                 10,000      9,901
Bankunited Capital Trust, Bankunited Financial Corp., 10.25%          10,000           10,225        .11
J.P. Morgan & Co. Inc., Series A, 5.861% 2012 (6)                     10,000             8,714       .09
Korea Development Bank:                                                                              .07
7.125% 2001                                                            1,000                948
6.625% 2003                                                              750        670
7.375% 2004                                                            6,000             5,475
Fuji International Finance (Bermuda) Trust,                           10,000             6,600       .07
Fuji Bank, Ltd. 7.30% (undated) (6)
Den Danske Bank 7.40%/7.961% 2010 (1)(2)                               6,000             6,366       .07
SB Treasury Co. LLC, Series A, 9.40% noncumulative preferred           6,000             5,700       .06
Bay View Capital 9.125% 2007                                           5,500             5,280       .06
MBI Finance 0% convertible debentures 2001                             6,000             4,020       .04
PNC Institutional Capital B, PNC Financial Corp. 8.315% 2027           3,000             3,354       .04
Svenska Handelsbanken 8.125% 2007                                      1,000             1,134       .01
Kansallis-Osake-Pankki 10.00% 2002                                     1,000             1,124       .01
Banco General, SA 7.70% 2002 (2)                                         500                47       .00
                                                                                     796,408        8.36
 
REAL ESTATE
CarrAmerica Realty Corp.:                                                                            .42
6.875% 2008                                                           16,000     15,243
Series C, 8.55% cumulative redeemable preferred              400,000 SHARES              8,925
Series B, 8.57% cumulative redeemable preferred                      700,000           15,750
Land Securities PLC 9.00% 2000                                POUNDS12,000             28,569        .30
ProLogis Trust (formerly Secruity Capital Industrial Trust):                                         .29
7.25% 2002                                                            $1,000        995
7.05% 2006                                                             5,000             4,879
7.875% 2009                                                            7,500             7,498
Series D, 7.92% preferred                                    380,000 SHARES       9,358
Archstone Communities Trust (formerly Security                                                       .13
Capital Pacific Trust):
7.20% 2013                                                           $13,500           12,380
Series C, 8.625% convertible preferred                       200,000 SHARES              5,100
EOP Operating LP:                                                                                    .17
6.75% 2008                                                           $11,500     11,308
7.25% 2018                                                             5,000             4,723
Irvine Co. 7.46% 2006(5)                                              17,000           15,846        .17
ERP Operating LP:                                                                                    .13
7.57% 2026                                                             8,000      8,228
7.95% 2002                                                             3,750             3,890
Shopping Center Associates 6.75% 2004 (2)                             12,000           11,858        .12
Irvine Apartment Communities, LP 7.00% 2007                            9,500             8,632       .09
Beverly Finance Corp. 8.36% 2004 (2)                                   7,500             8,201       .09
IAC Capital Trust, Series A, 8.25% TOPRS preferred           300,000 SHARES              7,313       .08
Simon DeBartolo Group, Inc., Series C, 7.89% preferred               150,000             6,903       .07
cumulative step-up premium rate
Duke Realty Investments, Inc., Series B, 7.99% preferred             150,000             6,825       .07
cumulative step-up premium rate
New Plan Realty Trust, Series A, 7.80% preferred                     112,500             5,259       .06
cumulative step-up premium rate
Wellsford Residential Property Trust:                                                                .02
7.25% 2000                                                            $1,000      1,009
7.75% 2005                                                             1,000             1,043
                                                                                     209,735        2.21
 
FINANCIAL SERVICES
AT&T Capital Corp. 6.60% 2005                                         30,000           28,742        .30
Newcourt Credit Group Inc., Series A, 7.125% 2003 (2)                 10,000             9,951       .10
Household Finance Corp.:                                                                             .36
5.519% 2005 (6)                                                        8,000      7,783
6.40% 2008                                                            25,750           26,588
Nykredit 6.00% 2029                                             DKr107,685             16,585        .17
Wilshire Financial Services Group, Inc.:                                                             .17
13.00% 2004                                                           $4,000      1,080
13.00% 2004                                                           11,500             3,105
Series A, 13.00% 2004 (5)                                             20,000           12,000
AB Spintab:                                                                                          .12
6.00% 2009                                                       SKr23,000               3,068
7.50% (Undated) (2)(6)                                                $8,500             8,617
Halifax Building Society 8.75% 2006                            POUNDS5,500             10,733        .11
Ocwen Financial Corp. 12.00% 2005                                     $6,000             5,460       .11
Ocwen Capital Trust I 10.875% 2027                                     6,500             5,005
Associates Corp. of North America 5.85% 2001                          10,000           10,087        .11
Providian Financial Corp. 9.525% 2027(2)                               7,000             7,091       .07
Wharf Capital International, Ltd. 8.875% 2004                          7,457             6,794       .07
Amresco, Inc. 9.875% 2005                                              8,950             6,444       .07
Green Tree Financial Corp. 6.50% 2002                                  4,000             3,778       .04
Lend Lease (US) Finance Inc. 6.75% 2005                                1,500             1,561       .02
                                                                                     174,472        1.82
 
INSURANCE
C$                                                                C$16,000             10,275        .11
Jefferson Pilot Corp. 8.14% 2046(2)                                   $6,000             6,544       .07
                                                                                       16,819        .18
 
COLLATERALIZED MORTGAGE/ASSET - BACKED OBLIGATIONS
(Excluding Those Issued by Federal Agencies)(7)
Morgan Stanley Capital I Inc.:                                                                      1.18
Series 1998-1, Class A-5, 6.75% 2013                                  17,449     17,449
Series 1995-GA1, Class A-1, 7.00% 2002(2)                              5,441             5,502
Series 1998-HF1, Class A-1, 6.19% 2007(6)                             34,447           35,039
Series 1996-WF1, Class A-1, 7.00% 2028(2)(6)                           9,548             9,641
Series 1998-WF2, Class A-1, 6.34% 2030(6)                              9,699             9,930
Series 1998-HF2, Class A-2, 6.48% 2030                                34,000           35,295
Chase Commercial Mortgage Securities Corp.:                                                          .89
Series 1996-1, Class A1, 7.60% 2005                                    4,667             4,967
Series 1997-I, Class A1, 7.27% 2029                                    6,856             7,138
Series 1998-1, Class A1, 6.34% 2030                                   30,829           31,474
Series 1998-2, Class A-2, 6.39% 2030                                  32,000     32,954
Series 1998-2, Class E, 6.39% 2030                                    10,000             8,671
DLJ Mortgage Acceptance Corp.:                                                                       .87
Series 1997-CF1, Class A1A, 7.40% 2006(2)                              6,333             6,642
Series 1996-CF2, Class A1B, 7.29% 2021(2)                             11,200           11,797
Series 1995-CF2, Class A1B, 6.85% 2027(2)                             30,845     31,829
Series 1996-CF1, Class A1A, 7.28% 2028                                 9,428             9,755
Series 1998-CF1, Class A-1A, 6.14% 2006(6)                            22,797           23,037
Green Tree Financial Corp, pass-through certificates:                                                .75
Series 1994-A, Class NIM,  6.90% 2004                                  4,121             4,131
Series 1995-A, Class NIM,  7.25% 2005                                  8,845             8,885
Series 1993-2, Class B, 8.00%  2018                                    2,250             2,123
Series 1997-A, Class HI-M1,  7.47% 2023                                1,000             1,027
Series 1995-8, Class B2, 7.65% 2026                                    4,000             3,430
Series 1995-6, Class B2, 8.00% 2026                                    2,450             2,239
Series 1995-9, Class A-5,  6.80% 2027                                  8,000             8,100
Series 1996-7, Class A6, 7.65% 2027                                    2,100             2,212
Series 1996-6, Class B2, 8.35% 2027                                   10,611             9,932
Series 1997-1, Class A-5,  6.86% 2028                                  1,500             1,538
Series 1996-10, Class A-6, 7.30% 2028                                  8,500             8,851
Series 1998-4, Class B2, 8.11% 2028                                   13,350     11,648
Series 1997-6, Class A6, 6.90% 2029                                    7,500             7,699
GMAC Commercial Mortgage Securities, Inc.:                                                           .66
Series 1997-C1, Class A1, 6.83% 2003                                  23,979           24,578
Series 1997-C1, Class A3, 6.869% 2007                                 35,000           37,079
Series 1996-C1, Class A2A, 6.79% 2028                                    866        885
CSFB Finance Co. Ltd., Series 1995-A, 7.142% 2005(2)(6)               36,775           34,510        .63
CSFB, Series 98-FL1, Class E, 6.397% 2013(2)(6)                       10,000             9,739
CS First Boston Mortgage Securities Corp., Series 1998-C1,            16,295           16,629
Class A-1A, 6.26% 2040
Norwest Asset Securities Corp.:                                                                      .46
Series 1998-8, Class A-1, 6.50% 2013                                  34,156           34,262
Series 1998-31, Class A-1, 6.25% 2014                                  9,775      9,761
Asset Securitization Corp.:                                                                          .42
Series 1996-D3, Class A-1B, 7.21% 2026                                 3,000      3,147
Series 1997-D4, Class A-1A, 7.35% 2029                                 9,476             9,782
Series 1997-D5, Class A-PS1, interest only, 1.385% 2043(6)           277,376           26,905
Merrill Lynch Mortgage Investors, Inc.,                                                              .41
Mortgage Pass-Through Certificates:(6)
Series 1995-C2, Class A-1, 7.189% 2021                                 5,770      5,866
Series 1995-C2, Class D, 7.959% 2021                                     579                593
Series 1995-C3, Class A-1, 6.762% 2025                                 2,283             2,332
Series 1995-C3, Clas  A-3, 7.062% 2025                                15,855           16,524
Series 1996-C2, Class A-1, 6.69% 2028                                 13,397     13,801
The Money Store Trust:                                                                               .41
Series 1996-D, Class A-12, 6.37% 2011                                 20,000     20,012
Series 1997-1, Class A-2, 6.81% 2011                                  15,000           15,037
Series 1996-D, Class A-14, 6.985% 2016                                 4,000             4,062
Structured Asset Securities Corp., pass-through certificates:                                        .37
Series 1998-RF2, Class A, 8.572% 2027(2)(6)                           23,810           25,567
Series 1998-RF1, Class A,  8.696% 2027(2)(6)                           3,992             4,303
Series 1996-CFL, Class A1C, 5.944% 2028(6)                             1,942      1,938
Series 1996-CFL, Class D, 7.034% 2028                                  2,950             2,941
Series 1996-CFL, Class A2A, 7.75% 2028(6)                                728                728
ComEd Transitional Funding Trust, Transitional                                                       .35
 Funding Trust Note:
Series 1998, Class A-4, 5.39%, 2005                                    6,000      5,965
Series 1998, Class A-5, 5.44% 2007                                    21,500           21,334
Series 1998, Class A-6, 5.63% 2009                                     6,000             5,956
First USA Credit Card Master Trust, Class A                                                          .31
Floating Rate (2)(6)
Asset Backed Certificates:
Series 1998-7, 6.151% 2004                                             4,000      3,912
Series 1998-4, 6.051% 2008                                            15,000     14,511
Series 1998-8, 6.451% 2008                                             4,400             4,298
Series 1997-4, 6.274% 2010                                             6,630             6,543
Sears Credit Account Master Trust II, Series                          25,300           24,786        .26
1998-2, Class A, 5.25% 2008
Deutsche Mortgage & Asset Receiving Corp., Series 1998-C1,            19,592           19,735        .21
Class A-1,  6.22% 2031
DLJ Commercial Mortage Corp., Commercial Mortgage                                                    .21
Pass-Through Certificates:
Series 1998-CF2, Class A-1B, 6.24% 2031                               10,000     10,188
Series 1998-CF2, Class B-1, 7.066% 2031(6)                             9,538             9,520
Structured Asset Notes Transaction, Ltd., Series 1996-A, (2)          17,891           18,156        .19
Class A1, 7.156% 2003
Commercial Mortgage Acceptance Corp.:                                                                .18
Series 1998-C2, Class A-1, 5.80% 2006                                  4,925      4,970
Series 1998-C1, Class A-1, 6.23% 2007                                 12,206           12,443
Resolution Trust Corp.:                                                                              .18
Series 1991-M5, Class B, 9.00% 2017                                    1,683      1,683
Series 1993-C1, Class D, 9.45% 2024                                    9,352             9,352
Series 1993-C1, Class E, 9.50% 2024                                      155                155
Series 1993-C2, Class C, 8.00% 2025                                    3,000             2,999
Series 1993-C2, Class D, 8.50% 2025                                    2,732             2,724
Ocwen Residential MBS Corp., Series 1998-R1,                          16,699           16,731        .18
 Class AWAC, 1.083% 2027(2)(6)
Nomura Asset Securities Corp., Series 1998-D6,                        15,905           16,068        .17
ClassA-A1, 6.28% 2030(6)
EquiCredit Funding Asset Backed Certificates, Series 1996-A,          15,790           15,873        .17
Class A2, 6.95% 2012
G E Capital Mortgage Services, Series 1994-15,                        16,376           15,731        .17
Class A10, 6.00% 2009
IMC Home Equity Loan Trust, Series 1996-4,                            15,585           15,588        .16
Class A3, 6.81% 2011
Chase Manhattan Credit Card Master Trust, Series                      15,000           15,061        .16
1996-4, Class A, 6.73% 2003
FIRSTPLUS Home Loan Owner Trust:                                                                     .16
Series 1997-1, Class A-7, 7.16% 2018                                  10,000     10,173
Series 1997-3, Class B-1, 7.79% 2023                                   5,000             4,764
Asset-Backed Securities Investment Trust,                             10,534           10,547        .11
Series 1997-D, 6.79% 2003(2)
Grupo Financiero Banamex Accival, SA de CV 0% 2002                    11,856           10,496        .11
LB Commerical Mortgage Trust, Series 1998-C1,                          9,994           10,153        .11
Class A1, 6.33% 2030
Metris Master Trust, Series 1998-1A, Class C,                         10,000             9,719       .10
6.412% 2005(2)(6)
Prudential Home Mortgage Securities Co., Inc.:                                                       .10
Series 1993-34, Class A-1, 7.00% 2023                                  5,216      5,206
Series 1993-48, Class A-6, 6.25%  2008                                 4,466             4,416
Residental Asset Securitization Trust, Series 1997-A3,                 9,267             9,365       .10
Class B1, 7.75% 2027
PNC Mortgage Securities Corp., Series 1998-10,                         9,597             9,336       .10
Class 1-B1, 6.50% 2028(2)
Ditech Home Loan Owner Trust, Series 1998-1, Class B1, 9.50%          10,500             9,092       .10
Bear Stearns Commercial Mortgage Securities Inc.,                      8,767             9,032       .10
Series 1998-C1, Class A-1, 6.34% 2007
Mortgage Capital Funding, Inc., Series 1998-MC1,                       8,158             8,393       .09
Class A-1, 6.417% 2030
Bear Asset Trust Securities, Series 1997-1,                            7,853             7,858       .08
Class A, 6.686% 2006(2)
Green Tree Recreational, Equipment and Consumer Trust,                 8,500             7,732       .08
Series 1997-D, Class CTFS, 7.25% 2029
Collateralized Mortgage Obligation Trust,                              6,546             6,850       .07
Series 63, Class Z, 9.00% 2020
Residential Funding Mortgage Securities I, Inc.:                                                     .07
Series 1998-S17, Class M-1, 6.75% 2028                                 3,988             3,935
Series 1992-S6, Class A-10, 13.164%  2022(6)(9)                        2,742             2,793
Travelers Mortgage Securities Corp., Series 1,                         5,676             6,337       .07
Class Z2, 12.00% 2014
Capstead Securities Corp. IV, Series 1992-4,                           5,945             5,959       .06
Class J, 19.277% 2022(6)(9)
Ryland Acceptance Corp. Four, Series 88, Class E,                      5,455             5,595       .06
7.95% 2019
Chase Manhattan Bank, NA, Series 1993-I,                               5,362             5,375       .06
Class 2A5, 7.25% 2024
Standard Credit Card Master Trust I,                                   5,000             5,406       .06
Series 1994-2, Class A, 7.25% 2008
Chase Credit Card Master Trust, Series 1996-4,                         5,000             4,959       .05
Class A, 5.665% 2006(6)
MBNA Master Credit Card Trust, Series 1998-E,                          5,000      4,958              .05
Class C, 6.60% 2010(2)
GE Capital Mortgage Services, Inc.,                                    4,628      4,483              .05
Series 1994-9, Class A9, 6.50% 2024
Bear Stearns Structured Securities Inc., Series 1997-2, (2)(           3,859             3,854       .04
Class AWAC, 4.028% 2036
J.P. Morgan Commercial Mortgage Finance Corp.:                                                       .04
Series 1995-C1, Class A-2, 7.395% 2010(6)                              1,000      1,021
Series 1996-C3, Class A-1, 7.33% 2028                                  1,550             1,621
Series 1997-C4, Class A-1, 6.939% 2028                                 1,137             1,152
Nationsbanc Montgomery Funding Corp., Series 1998-5,                   3,000             2,978       .03
Class A-1, 6.00% 2013
Aames Mortgage Trust, Series 1996-D, Class A-1B, 6.34% 2012            2,623             2,620       .03
Financial Asset Securitization, Inc., Series 1997-NAM1,                2,564             2,620       .03
 Class B1, 7.75% 2027
UCFC Acceptance Corp., Series 1996-D1, Class A-4, 6.776% 201           2,400             2,411       .03
Bombardier Capital Mortgage Securitization Corp.,                      2,000             1,990       .02
Series 1998-A, Class A-3, 6.23%  2008
GS Mortgage Securities Corp., Series 1998-2,                           1,187             1,230       .01
Class M, 7.75% 2027 (2)
Blackrock Capital Finance LP, Series 1996-C2,                          1,000             1,000       .01
Class C, 7.888% 2026
GCC Home Equity Trust, Series 1990-1, Class A, 10.00%  2005              927                92       .01
                                                                                 1,154,553         12.14
 
GOVERNMENTAL
U.S. TREASURY OBLIGATIONS
9.125% May 1999                                                        7,750             7,872       .08
6.875% July 1999                                                       6,000             6,074       .06
6.00% August 2000                                                      5,000             5,103       .05
7.75% February 2001                                                   27,500           29,197        .31
13.125% May 2001                                                      21,500           25,531        .27
3.625% July 2002(10)                                                  51,197           50,845        .53
11.625% November 2002                                                 92,000         113,965        1.20
6.25% February 2003                                                    1,250             1,322       .01
10.75% May 2003                                                        7,500             9,255       .10
11.875% November 2003                                                 10,000           13,052        .14
7.25% May 2004                                                       185,820         208,263        2.18
11.625% November 2004                                                106,175         143,004        1.50
7.50% February 2005                                                   27,730           31,751        .33
6.50% May 2005                                                         9,000             9,863       .10
7.00% July 2006                                                          465                52       .01
6.50% October 2006                                                    27,000           29,949        .31
3.375% January 2007(10)                                               46,577           45,005        .47
6.125% August 2007                                                     8,515             9,300       .10
5.625% May 2008                                                       40,000           42,681        .45
8.75% November 2008                                                    7,500             8,745       .09
9.125%  May 2009                                                      18,000           21,569        .23
10.375% November 2009                                                 12,500           15,965        .17
10.00% May 2010                                                        7,500             9,573       .10
10.375% November 2012                                                 15,000           20,695        .22
12.00% August 2013                                                    10,000           15,267        .16
7.50% November 2016                                                   32,000           39,750        .42
8.875% August 2017                                                   194,350         273,759        2.87
8.750% May 2020                                                        4,270             6,064       .06
7.875% February 2021                                                  19,250           25,317        .27
8.125% May 2021                                                       98,000         132,208        1.39
6.375% August 2027                                                    20,750           23,849        .25
                                                                                 1,375,322         14.43
 
FEDERAL AGENCY OBLIGATIONS
Mortgage Pass-Throughs(7)
Government National Mortgage Assn.:                                                                 5.31
6.00% 2028                                                             1,968             1,951
6.50% 2008-2028                                                       31,879           32,240
6.63% 2022-2023(6)                                                    10,297           10,450
6.88% 2022-2024(6)                                                    82,636           83,660
7.00% 2008-2026(6)                                                   194,238         198,480
7.50% 2007-2028                                                       82,094           84,683
8.00% 2017-2026                                                       26,535           27,648
8.50% 2020-2028                                                       22,285           23,696
9.00% 2009-2022                                                       17,907           19,269
9.50% 2009-2021                                                       14,756           12,746
10.00% 2017-2019                                                       6,384             6,931
10.50% 2015-2019                                                         291                319
11.00% 2013-2016                                                         729                815
12.00% 2014-2015                                                       3,027             3,405
12.50% 2010-2015                                                         582                663
13.25% 2014                                                               77                   88
Fannie Mae:                                                                                         2.27
6.00% 2013-2014                                                       40,435           40,536
6.16% 2033(6)                                                         28,243           28,411
6.50% 2013-2028                                                       29,356           29,762
7.00% 2009-2028                                                       46,845           47,799
7.50% 2009-2028                                                        8,062             8,289
7.69% 2026(6)                                                          9,562             9,794
8.00% 2023                                                             1,889             1,965
8.28% 2002(6)                                                          6,992             7,245
8.50% 2009-2027                                                        6,663             6,979
9.00% 2018-2025                                                        3,247             3,450
9.50% 2009-2025                                                        2,895             3,096
10.00% 2018-2025                                                       9,101             9,803
10.50% 2012-2019                                                       2,893             3,161
11.00% 2015-2020                                                       1,875             2,070
11.25% 2014                                                               31                   34
11.50% 2010-2014                                                         147                165
12.00% 2015-2028                                                         985             1,126
12.50% 2015                                                            1,178             1,362
13.00% 2015-2028                                                       9,432           11,215
15.00% 2013                                                               45                   54
Freddie Mac:                                                                                         .68
6.00% 2013                                                            13,959           14,007
7.50% 2012                                                            15,919           16,367
8.00%  2003-2010                                                       2,776             2,836
8.25% 2007                                                             1,753             1,818
8.50% 2002-2020                                                       18,411           19,222
8.75% 2008                                                             2,176             2,283
9.00% 2021                                                               574                612
10.00% 2011-2019                                                         147                158
10.50% 2020                                                            1,839             2,038
10.75% 2010                                                               66                   72
11.50% 2000                                                               18                   20
12.00% 2016-2017                                                       2,189             2,493
12.50% 2015-2019                                                       1,985             2,288
12.75% 2019                                                              359                414
13.00% 2014                                                               30                   35
13.50% 2018                                                               10                   12
13.75% 2014                                                               12                   14
                                                                                     788,049        8.26
 
Collateralized Mortgage Obligations (7)
Fannie Mae:                                                                                          .43
Series 1991-146, Class Z, 8.00% 2006                                   4,771             4,923
Series 1990-93, Class G, 5.50% 2020                                      887                871
Series 1991-2, Class Z, 6.50% 2021                                    15,584           15,662
Series 1993-247, Class Z, 7.00% 2023                                   4,230             4,281
Series 1994-4, Class ZA, 6.50% 2024                                    3,782             3,726
Series 1997-28, Class C, 7.00% 2027                                    7,000             7,168
Series 1998-W5, Class B3, 6.50% 2028(2)                                4,900             4,318
Freddie Mac:                                                                                         .36
Series 1849, Class Z, 6.00% 2008                                       5,836             5,794
Series 1716, Class A, 6.50% 2009                                       4,750             4,772
Series 41, Class F, 10.00% 2020                                        3,168             3,440
Series 178, Class Z, 9.25% 2021                                        2,704             2,854
Series 1657, Class SA, 6.988% 2023(6)(9)                               7,520             6,535
Series 1673, Class SA, 5.245% 2024(6)(9)                               7,879             6,224
Series 1948, Class PJ, 6.65% 2027                                      3,000             3,019
Series 2030, Class F, 6.035% 2028(6)                                   2,152             2,161
                                                                                       75,748        .79
 
Other
Fannie Mae:
7.70% 2004                                                            12,500           12,688        .29
Medium-Term Note, 6.75% 2028                                          15,000           15,005
Federal Home Loan Bank Bonds:
6.27% 2004                                                             5,000             4,987       .16
7.013% 2007                                                           10,000           10,080
                                                                                       42,760        .45
 
GOVERNMENT & GOVERNMENTAL BODIES (EXCLUDING U.S. GOVERNMENT)
Hellenic Republic:                                                                                  1.22
8.90% 2004                                                    GRD4,900,000             18,759
2.90% 2007                                                    YEN1,270,000             11,439
8.80% 2007                                                    GRD6,500,000             25,835
6.95% 2008                                                            $4,500             4,830
8.60% 2008                                                   GRD13,320,000             52,966
7.50% 2013                                                           620,000             2,344
Canadian Government:                                                                                1.06
9.00% 2004                                                        C$20,000             15,806
4.25% 2021(10)                                                        23,229           15,426
4.25% 2026(10)                                                       105,154           69,936
Deutschland Republic:                                                                                .87
8.00% 2002                                                        DM34,050             23,541
5.25% 2008                                                            90,000           59,595
Bundesrepublik:                                                                                      .78
7.125% 2003                                                           22,250           15,201
7.50% 2004                                                            32,000           22,997
Treuhandanstalt:
7.125% 2002                                                           24,000           16,377
6.00% 2007                                                            29,000           19,990
Japanese Government 1.50% 2008                                YEN7,300,000             61,359        .64
Spanish Government 6.00% 2008                                 Pta6,000,000             48,665        .51
United Kingdom:                                                                                      .49
8.50% 2005                                                    POUNDS17,000             35,013
8.00% 2015                                                            $5,000           11,782
Polish Government:                                                                                   .38
12.00% 2001                                                      PLZ20,000               5,792
13.00% 2001                                                           25,000             7,340
12.00% 2002                                                            8,375             2,443
12.00% 2003                                                           70,000           20,870
Norwegian Government 6.75% 2007                                 NOK155,000             22,240        .23
Italian Government BTPS 6.00% 2007                            Lr31,375,000             21,691        .23
Netherland Government 5.50% 2028                                 NLG34,000             20,035        .21
Kingdom of Denmark 6.00% 2009                                    DKr90,000             16,149        .17
Ontario (Province of):                                                                               .15
7.75% 2002                                                            $3,500             3,773
5.50% 2008                                                            10,750           10,791
New Zealand Government 4.50%  2016(10)                           NZ$27,210             14,187        .15
United Mexican States Government Eurobonds:                                                          .13
Global, 11.375% 2016                                                  $9,015             9,493
Series A, 6.25% 2019                                                   1,000                778
Global, 11.50% 2026                                                    2,125             2,274
Argentina (Republic of):                                                                             .12
Eurobonds, Series L, 6.188% 2005(6)                                      235                199
Units 11.00% 2005(4)                                                   5,000             5,011
11.00% 2006                                                            1,500             1,485
11.75% 2007                                                       ARP2,650               2,255
11.375% 2017                                                          $1,500             1,504
9.75% 2027                                                             1,050                937
Swedish Government 6.50% 2008                                    SKr60,000               8,689       .09
Quebec (Province of):                                                                                .09
8.625% 2005                                                           $2,250             2,587
13.25% 2014                                                            5,500             6,035
Hungarian Government 13.00% 2003                              HUF1,800,000               8,463       .09
Panama (Republic of):(6)                                                                             .07
Interest Reduction Bond 4.00% 2014(2)                                 $6,500             4,908
Past Due Interest Bond, 6.688% 2016(2)                                 1,582             1,186
Past Due Interest Eurobond 6.688% 2016                                   264                198
Venezuela (Republic of):(6)                                                                          .03
Front Loaded Interest Reduction Bonds:
 Series A, 6.125% 2007                                                   810                514
 Series B, 6.125% 2007                                                   202                129
Eurobond 5.9375% 2007                                                  4,071             2,606
Mendoza (Province of) 10.00% 2007(2)                                   4,150             2,947       .03
Philippines (Republic of):                                                                           .03
8.875% 2008                                                            1,750             1,748
8.75% 2016                                                             1,000                991
Manitoba (Province of) 9.625% 1999                                     2,000             2,017       .02
Poland (Republic of) Past Due Interest                                 2,000             1,875       .02
Registered Bond 5.00% 2014
Peru (Republic of) Past Due Interest Eurobond 4.00% 2017(6)              750                47       .00
Ecuador (Republic of) Past Due Interest:(6)                                                          .00
Registered Bond 6.625% 2015                                              283                115
Bearer Bond 6.625% 2015                                                  424                173
Discount Bond 6.625% 2025                                                250                130
Brazil (Federal Republic of), Debt Conversion                            500                26       .00
Bond, Series L, 6.188% 2012(6)
                                                                                     747,153        7.81
 
FLOATING RATE EURODOLLAR NOTES (UNDATED)(6)
Bank of Scotland 7.00% (2)                                            30,000           29,944        .31
National Westminster Bank PLC 7.75%                                   23,000           24,268        .26
Canadian Imperial Bank of Commerce 5.813%                             25,000           19,187        .20
Standard Chartered Bank:
5.275%                                                                 5,000             3,063       .13
5.625%                                                                15,000             9,050
Bank of Nova Scotia 5.813%                                            10,000             7,700       .08
BCI U.S. Funding Trust I 8.01% (2)                                     8,000             7,683       .08
Hongkong and Shanghai Banking Corp. 6.06%                             10,000             7,351       .08
Lloyds Bank (#2) 5.438%                                                8,000             6,560       .07
Allied Irish Banks Ltd. 5.75%                                          7,000             5,985       .06
Merita Bank Ltd. 7.15% (2)                                             4,000             3,870       .04
Midland Bank 5.375%                                                    5,000             3,847       .04
Bergen Bank 5.813%                                                     5,000             3,586       .04
National Bank of Canada 5.047%                                         5,000             3,550       .04
Christiana Bank Og Kreditkasse 5.625%                                  4,000             2,920       .03
                                                                                     138,564        1.46
 
OTHER SECURITIES & MISCELLANEOUS                                     Shares
 
STOCKS AND WARRANTS
NEXTEL Communications, Inc., Class A(11)                             122,392             2,892       .03
NEXTEL Communications, Inc. warrants, expire 1999 (5)(11)             38,750                     5
Verio Inc., warrants, expire 2004 (11)                                52,200             2,610       .03
Cellular Communications International, Inc.                           15,071             1,206       .02
warrants, expire 2003 (11)
CellNet Data Systems, Inc. (11)                                      219,400             1,097       .01
NTL Inc., warrants, expire 2008 (2)(5)(11)                            26,362                79       .01
Protection One Alarm Monitoring, Inc. warrants, expire 2005           54,400                40       .01
ICG Communications, Inc. (formerly IntelCom Group,                    19,800                31       .00
Inc.), warrants, expire 2005 (2)(11)
Discovery Zone, Inc. (5)(8)                                           13,966                         .00
                                                                                         9,397       .11
 
MISCELLANEOUS
Investment securities in initial period of acquisition                                 14,944        .17
 
TOTAL BONDS, NOTES AND EQUITY SECURITIES (cost:  $8,993,173,000)             8,922,440            93.53
 
                                                                  Principal   Market
                                                                    Amount     Value           Percent of
SHORT-TERM SECURITIES                                                 (000)     (000)          Net Assets
 
COMMERCIAL PAPER
Associates First Capital Corp.:
5.125 due 1/4/99                                                      25,000           24,986        .67
5.31% due 1/14/99                                                     38,700           38,620
A .I. Credit Corp.:
5.05% due 1/5/99                                                       7,600             7,595       .53
5.02% due 1/6/99                                                      10,000             9,991
5.13%-5.15% due 1/14/99                                               33,500           33,433
Johnson & Johnson 5.00% due 1/4/99(2)                                 50,000           49,972        .52
Commercial Credit Co. 5.16% due 1/21/99                               37,500           37,387        .39
Ameritech Corp.:
5.00% due 1/11/99 (2)                                                 25,000           24,962        .39
5.04% due 1/12/99 (2)                                                 12,000           11,980
American General Finance Corp. 5.32% due 1/19/99                      36,500           36,401        .38
Household Finance Corp. 5.03 due 1/22/99                              36,000           35,887        .38
Xerox Capital (Europe) PLC 5.27% due 1/14/99                          30,500           30,439        .32
Amoco Co. 5.12% due  2/8/99                                           30,000           29,836        .31
Eastman Kodak Co.:
5.26% due 5.26% 1/12/99                                               20,000           19,965        .30
5.45% due 1/28/99                                                      9,000             8,962
Gillette Co. 5.10% due 1/4/99(2)                                      25,000           24,986        .26
Lucent Technologies Inc. 5.03% due 1/8/99                             25,000           24,972        .26
St. Paul Companies Inc. 5.32% due 1/12/99(2)                          25,000           24,956        .26
Arco British Ltd. 5.14% due 1/15/99(2)                                21,000           20,955        .22
National Rural Utilities Cooperative Finance Corp.:
5.00% due 1/11/99                                                      1,500             1,497       .22
5.00% due 2/11/99                                                     19,400           19,285
Chevron Transport Corp. 5.20% due 1/21/99(2)                          20,000           19,940        .21
 
TOTAL SHORT-TERM SECURITIES (COST $537,004,000)                                      537,007        5.62
TOTAL INVESTMENT SECURITIES (COST $9,530,177,000)                                9,459,447         99.15
Excess of cash and receivables over payables                                           81,146        .85
NET ASSETS                                                                   $  9,540,593       100.00%
 
 
1  Step bond; coupon rate will increase at a later date.
 
2  Purchased in a private placement transaction; resale
may be limited to qualified institutional buyers;
resale to the public may require registration.
3 Payment in kind; the issuer has the option of
paying additional securities in lieu of cash.
4 Purchased as a unit; issue was separated but
reattached for reporting purposes.
5 Valued under procedures established by the Board of Directors.
 
6 Coupon rate may change periodically.
 
7 Pass-through security backed by a pool of mortgages or other
loans on which principal payments are periodically made.
Therefore, the effective maturities is shorter
than the stated maturity.
8 Company not making interest or dividend payments;
bankruptcy proceedings pending.
9 Inverse floater, which is a floating-rate note whose
interest rate moves in the opposite direction of
prevailing interest rates.
10 Index-linked bond whose principal amount moves
with a government retail price index.
11 Non-income-producing security.
 
 
 
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
The Bond Fund of America
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
at December 31,1998                                    (dollars in         thousands)
<S>                                                 <C>            <C>
Assets:
Investment securities at market
 (cost: $9,530,177)                                                        $9,459,447
Cash                                                                           12,038
Receivables for--
 Sales of investments                                      $41,851
 Sales of fund's shares                                     23,979
 Dividends and accrued interest                            138,030            203,860
                                                      ------------    ---------------
                                                                            9,676,206
Liabilities:
Payables for--
 Purchases of investments                                  105,630
 Repurchases of fund's shares                               22,385
 Forward currency contracts                                  3,243
 Management services                                         2,641
 Accrued expenses                                            1,714            135,613
                                                      ------------    ---------------
Net Assets at at December 31,1998--
 Equivalent to $13.61 per share on
  701,079,276 shares of $1 par value
 capital stock outstanding (authorized
 capital stock - 1,000,000,000 shares)                                     $9,540,593
                                                                      ===============
STATEMENT OF OPERATIONS
for the year ended at December 31,1998                 (dollars in         thousands)
Investment Income:
Income:
 Interest                                                 $666,776
 Dividends from investment in stocks                        13,913           $680,689
                                                      ------------
Expenses:
 Management services fee                                    28,879
 Distribution expenses                                      22,380
 Transfer agent fee                                          5,411
 Reports to shareholders                                       173
 Registration statement and prospectus                         452
 Postage, stationery and supplies                              770
 Directors' fees                                                69
 Auditing and legal fees                                        58
 Custodian fee                                                 522
 Taxes other than federal income tax                            60
 Other expenses                                                 62             58,836
                                                      ------------    ---------------
Net investment income                                                         621,853
                                                                      ---------------
Realized Gain and Unrealized
 Depreciation on Investments:
Net realized gain                                                              45,203
Net change in unrealized
 appreciation (depreciation) on:
 Investments                                              (217,264)
 Open forward currency contracts                            (8,303)
                                                      ------------
  Net unrealized depreciation                                                (225,567)
                                                                      ---------------
 Net realized gain and
  unrealized depreciation
  on investments                                                             (180,364)
                                                                      ---------------
Net Increase in Net Assets Resulting                                         $441,489
 from Operations                                                      ===============
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS                     (dollars in         thousands)
 
                                                        Year ended        December 31
                                                              1998               1997
 
Operations:
Net investment income                                     $621,853           $520,154
Net realized gain on investments                            45,203             99,025
Net unrealized (depreciation) appreciation
 on investments                                           (225,567)            44,044
                                                      ------------    ---------------
 Net increase in net assets
  resulting from operations                                441,489            663,223
                                                      ------------    ---------------
Dividends and Distributions Paid to
 Shareholders:
 Dividends from net
  investment income                                       (612,126)          (526,643)
 Distributions from net realized gain
  on investments                                           (92,338)                 -
                                                      ------------    ---------------
Total dividends and distributions                         (704,464)          (526,643)
                                                      ------------    ---------------
Capital Share Transactions:
Proceeds from shares sold:
 219,927,964 and 159,869,358
 shares, respectively                                    3,045,786          2,214,949
Proceeds from shares issued in
 reinvestment of net investment
 income dividends:
 40,515,125 and 28,414,675 shares,
 respectively                                              559,111            393,612
Cost of shares repurchased:
 143,192,216 and 113,580,749
 shares, respectively                                   (1,977,460)        (1,571,399)
                                                      ------------    ---------------
 Net increase in net assets
  resulting from capital share
  transactions                                           1,627,437          1,037,162
                                                      ------------    ---------------
Total Increase in Net Assets                             1,364,462          1,173,742
 
Net Assets:
Beginning of year                                        8,176,131          7,002,389
                                                      ------------    ---------------
End of year (including
 undistributed net investment
 income: $(1,158) and $11,969
 respectively)                                          $9,540,593         $8,176,131
                                                      ============    ===============
 
 
 
See Notes to Financial Statements
</TABLE>
 
                                                                               
                                                                             
 Notes To Financial Statements
 
1  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 ORGANIZATION - The Bond Fund of America, Inc. (the "fund") is registered under
the Investment Company Act of 1940 as an open-end, diversified management
investment company. The fund seeks as high a level of current income as is
consistent with preservation of capital through a diversified portfolio of
bonds and other fixed-income obligations.
 
 SIGNIFICANT ACCOUNTING POLICIES - The following is a summary of the
significant accounting policies consistently followed by the fund in the
preparation of its financial statements:
 
 SECURITY VALUATION - Equity securities, including depositary receipts, are
valued at the last reported sale price on the exchange or market on which such
securities are traded, as of the close of business on the day the securities
are being valued or, lacking any sales, at the last available bid price.  In
cases where equity securities are traded on more than one exchange, the
securities are valued on the exchange or market determined by the investment
adviser to be the broadest and most representative market, which may be either
a securities exchange or the over-the- counter market.  Fixed-income securities
are valued at prices obtained from a pricing service, 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 quoted bid and
asked prices or at prices for securities of comparable maturity, quality and
type.  Securities with original maturities of one year or less having 60 days
or less to maturity are amortized to maturity based on their cost if acquired
within 60 days of maturity or, if already held on the 60th day, based on the
value determined on the 61st day.  Forward currency contracts are valued at the
mean of their representative quoted bid and asked prices.  Securities and
assets for which representative market quotations are not readily available are
valued at fair value as determined in good faith by a committee appointed by
the Board of Directors.
 
 NON-U.S. CURRENCY TRANSLATION - Assets or liabilities initially expressed in
terms of non-U.S. currencies are translated into U.S. dollars at the prevailing
market rates at the end of the reporting period.  Purchases and sales of
securities and income and expenses are translated into U.S. dollars at the
prevailing market rates on the dates of such transactions.  The effects of
changes in non-U.S. currency exchange rates on investment securities are
included with the net realized and unrealized gain or loss on investment
securities.  
 
 SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - As is customary in the
mutual fund industry, securities transactions are accounted for on the date the
securities are purchased or sold. In the event the fund purchases securities on
a delayed delivery or "when-issued" basis, it will segregate with its custodian
liquid assets in an amount sufficient to meet its payment obligations in these
transactions. Realized gains and losses from securities transactions are
reported on an identified cost basis. Interest and dividend income is reported
on the accrual basis. Discounts and premiums on securities purchased are
amortized. 
 
 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends to shareholders are
declared daily after the determination of the fund's net investment income and
are paid to shareholders monthly.  Distributions paid to shareholders are
recorded on the ex-dividend date.
 
 FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency
contracts, which represent agreements to exchange currencies of different
countries at specified future dates at specified rates.  The fund enters into
these contracts to reduce its exposure to fluctuations in foreign exchange
rates arising from investments denominated in non-U.S. currencies.  The fund's
use of forward currency contracts involves market risk in excess of the amount
recognized in the statement of assets and liabilities.  The contracts are
recorded in the statement of assets and liabilities at their net unrealized
value.  The fund records realized gains or losses at the time the forward
contract is closed or offset by a matching contract.  The face or contract
amount in U.S. dollars reflects the total exposure the fund has in that
particular contract.  Risks may arise upon entering these contracts from the
potential inability of counterparties to meet the terms of their contracts and
from possible movements in non-U.S. exchange rates and securities values
underlying these instruments.
 
  FEDERAL INCOME TAXATION - 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, 1998, net unrealized depreciation on investments, excluding
forward currency contracts, for book and federal income tax purposes aggregated
$70,730,000, of which $284,851,000 related to appreciated securities and
$355,581,000 related to depreciated securities. During the year ended December
31, 1998, the fund realized, on a tax basis, a net capital gain of $60,804,000
on securities transactions. Net losses related to non-U.S. currency
transactions of $23,368,000 were treated as an adjustment to ordinary income
for federal income tax purposes.  The cost of portfolio securities, excluding
forward currency contracts, for book and federal income tax purposes was
$9,530,177,000 at December 31, 1998.
 
2 FEES AND TRANSACTIONS WITH RELATED PARTIES - 
 
  INVESTMENT ADVISORY FEE - The fee of $28,879,000 for management services was
incurred 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; 0.16% of such assets in excess of $3 billion but not
exceeding $6 billion; 0.15% of such assets in excess of $6 billion but not
exceeding $10 billion; and 0.14% of such assets in excess of $10 billion; plus
2.25% on the first $8,333,333 of the fund's monthly gross investment income;
and 2.00% of such income in excess of $8,333,333.  The Board of Directors
approved this amended agreement effective November 1, 1998, which reduced the
income-based fee from 3.00% on the first $450,000 of the fund's monthly gross
investment income; 2.25% of such income in excess of $450,000 but not exceeding
$8,333,333; and 2.00% of such income in excess of $8,333,333.  In addition,
CRMC agreed, effective September 1, 1998, to waive any fees in excess of what
it would have received under the new fee schedule.  Had such a waiver not taken
place, the fee for management services would have been $28,886,000. 
 
 DISTRIBUTION EXPENSES - 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, 1998, distribution expenses under the Plan were limited to
$22,380,000. Had no limitation been in effect, the fund would have paid
$23,472,000 in distribution expenses under the Plan. As of December 31, 1998,
accrued and unpaid distribution expenses were $1,714,000.  
 
 American Funds Distributors, Inc. (AFD), the principal underwriter of the
fund's shares, received $7,117,000 (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.
 
 TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer agent
for the fund, was paid a fee of $5,411,000. 
 
 DEFERRED DIRECTORS' FEES - Directors who are unaffiliated with CRMC may elect
to defer part or all of the fees earned for services as members of the Board.
Amounts deferred are not funded and are general unsecured liabilities of the
fund. As of December 31, 1998, aggregate amounts deferred and earnings thereon
were $130,000.  
 
 CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both wholly
owned subsidiaries of CRMC. Certain Directors and officers of the fund are or
may be considered to be affiliated with CRMC, AFS and AFD. No such persons
received any remuneration directly from the fund.
 
3.  INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES - 
 
The fund made purchases and sales of investment securities, excluding
short-term securities, of $7,141,553,000 and $5,478,437,000, respectively,
during the year ended December 31, 1998.
 
 As of December 31, 1998, there was no accumulated undistributed net realized
gain on investments and additional paid-in capital was $8,911,014,000.  The
fund reclassified $15,601,000 of realized currency losses from accumulated net
realized losses to undistributed net investment income in the year ended
December 31, 1998.  The fund also reclassified $9,242,000 and $7,253,000 from
accumulated net realized losses and undistributed net investment income,
respectively, to additional paid-in capital in the year ended December 31,
1998.  
 
 Pursuant to the custodian agreement, the fund receives credits against its
custodian fee for imputed interest on certain balances with the custodian bank.
The custodian fee of $522,000 includes $315,000 that was paid by these credits
rather than in cash.
 
 Net realized currency losses on interest and sales of non-U.S. bonds and
notes, on a book basis, were $24,085,000 for the year ended December 31, 1998.
 
 At December 31, 1998, the fund had outstanding forward currency contracts to
sell non-U.S. currencies as follows:
 
 
<TABLE>
 
                                                                   Contract            Amount
                                                                -----------        ----------
<S>                                        <C>         <C>                  <C>
 
Non-U.S. Currency Sales Contracts                                  Non-U.S.              U.S.
 
Australian Dollars                                  A$            2,489,000        $1,557,000
expiring 1/27/1999
British Pounds expiring                         Pounds           50,459,000        84,120,000
1/15/1999 to 8/10/1999
German Deutsche Marks                               DM           91,333,000        54,885,000
expiring 1/28/1999 to 3/11/1999
Japanese Yen expiring 2/24/1999                    Yen        1,000,000,000         8,403,000
New Zealand Dollars expiring                       NZ$           25,798,000        13,557,000
1/15/1999 to 1/27/1999
                                                                                   ----------
 
                                                                                 $162,522,000
                                                                                    =========
 
                                                            U.S. Valuations       at 12/31/98
                                                                 ----------        ----------
                                                                                   Unrealized
                                                                                 Appreciation
                                                                     Amount    (Depreciation)
 
Non-U.S. Currency Sales Contracts                                $1,525,000           $32,000
 
Australian Dollars                                               83,596,000           524,000
expiring 1/27/1999
British Pounds expiring                                          54,865,000            20,000
1/15/1999 to 8/10/1999
German Deutsche Marks                                             8,861,000          (458,000)
expiring 1/28/1999 to 3/11/1999                                  13,580,000           (23,000)
Japanese Yen expiring 2/24/1999
New Zealand Dollars expiring                                     ----------        ----------
1/15/1999 to 1/27/1999
                                                               $162,427,000           $95,000
                                                                  =========         =========
</TABLE>
 
<TABLE>
Per-Share Data and Ratios
 
 
                                                                    Year      ended   December         31
                                                           1998      1997      1996       1995       1994
Net Asset Value, Beginning of Year                      $14.00    $13.75     $13.88     $12.69     $14.45
                                                       -------   -------    -------    -------    -------
<S>                                                <C>         <C>       <C>        <C>        <C>
 Income from Investment Operations:
  Net investment income                                   0.94      0.98       1.02       1.05       1.05
  Net gains or losses on securities (both                (0.24)     0.25      (0.13)      1.18      (1.76)
   realized and unrealized)                            -------   -------    -------    -------    -------
   Total from investment operations                       0.70      1.23       0.89       2.23      (0.71)
                                                       -------   -------    -------    -------    -------
 
 Less Distributions:
  Dividends (from net investment income)                 (0.95)    (0.98)     (1.02)     (1.04)     (1.05)
  Distributions (from capital gains)                     (0.14)        -          -          -          -
                                                       -------   -------    -------    -------    -------
   Total distributions                                   (1.09)    (0.98)     (1.02)     (1.04)     (1.05)
                                                       -------   -------    -------    -------    -------
Net Asset Value, End of Year                            $13.61    $14.00     $13.75     $13.88     $12.69
                                                       =======   =======    =======    =======    =======
 
Total Return*                                            5.17%     9.24%      6.71%     18.25%    (5.02%)
 
Ratios/Supplemental Data:
 Net assets, end of year (in millions)                  $9,541    $8,176     $7,002     $6,290     $4,941
 Ratio of expenses to average net assets                   0.66      0.68      .71%       .74%       .69%
 Ratio of net income to average net assets               6.94%     6.95%      7.47%      7.87%      7.77%
 Portfolio turnover rate                                66.25%    51.96%     43.43%     43.80%     56.98%
 
 
*Excludes maximum sales charge of 4.75%
</TABLE>
 
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 of The
Bond Fund of America, Inc. (the "fund"), including the investment portfolio as
of December 31,1998, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and per-share data and ratios for each of the five years in
the period then ended.  These financial statements and 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 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, 1998 by correspondence with the custodian and brokers;
where replies were not received from brokers, we performed other procedures. 
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. as of December 31, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and per-share data and ratios for each
of the five years in the period then ended, in conformity with generally
accepted accounting principles.
 
DELOITTE & TOUCHE LLP
 
Los Angeles, California
 
 
January 29, 1999
Tax Information (unaudited)
 
 We are required to advise you within 60 days of the fund's fiscal year-end
regarding the federal tax status of distributions received by shareholders
during such fiscal year.
 
 Corporate shareholders may exclude up to 70% of qualifying dividends received
during the year.  For purposes of computing this exclusion, 2% of the dividends
paid by the fund from net investment income represent qualifying dividends.
 
 Certain states may exempt from income taxation that portion of the dividends
paid from net investment income that was derived from direct U.S. Treasury
obligations. For purposes of computing this exclusion, 15% of the dividends
paid by the fund from net investment income were derived from interest on
direct U.S. Treasury obligations. 
 
 Dividends and distributions received by retirement plans such as IRAs,
Keogh-type plans and 403(b) plans need not be reported as taxable income.
However, many retirement plan trusts may need this information for their annual
information reporting.
 
 The fund designates as a capital gain distribution a portion of earnings and
profits paid to shareholders in redemption of their shares.
Shareholders should consult their tax advisers.
 
 
                               PART C
                   THE BOND FUND OF AMERICA, INC.
                       OTHER INFORMATION
 
ITEM 23. EXHIBITS.
   
(a) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97). 
(b) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97).  
(c) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97).  
(d) Previously filed (see Post-Effective Amendment No. 43 filed 12/30/98).  
(e) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97).  
(f) None.
(g) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97).  
(h) None.
(I) Not applicable to this filing.
(j) Consent of Independent Auditors .
(k) None.
(l) None.
(m) Previously filed (see Post-Effective Amendment No. 41 filed 2/28/97). 
(n) EX-27 Financial data schedule (EDGAR) 
(o) None.
    
 
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
  None.
 
ITEM 25. INDEMNIFICATION.
 
  Registrant is a joint-insured under  Investment Advisor/Mutual fund Errors
and Omissions Policies written by American International Surplus Lines
Insurance Company, Chubb Custom Insurance Company, and ICI Mutual Insurance
Company which insures its officers and directors against certain liabilities. 
However, in no event will Registrant maintain insurance to indemnify any such
person for any act for which Registrant itself is not permitted to indemnify
the individual.
 
ITEM 25. INDEMNIFICATION (CONT.)
 
  Article VIII of the Articles of Incorporation of the Fund provides that "The
Corporation shall indemnify (1) its directors to the full extent provided by
the general laws of the State of Maryland now or hereafter in force, including
the advance of expenses under the procedures provided by such laws; (2) its
officers to the same extent it shall indemnify its directors; and (3) its
officers who are not directors to such further extent as shall be authorized by
the Board of Directors  and be consistent with law.  The foregoing shall not
limit the authority of the Corporation to indemnify other employees and agents. 
Any indemnification by the Corporation shall be consistent with the
requirements of law, including the Investment Company Act of 1940."
 
  Subsection (b) of Section 2-418 of the General Corporation Law of Maryland
empowers a corporation to indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against reasonable expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually incurred by him in connection
with such action, suit or proceeding unless it is proved that:  (i) the act or
omission of the person was material to the cause of action adjudicated in the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the person actually received an improper personal
benefit of money, property or services; or (iii) with respect to any criminal
action or proceeding, the person had reasonable cause to believe his act or
omission was unlawful.
 
  Indemnification under subsection (b) of Section 2-418 may not be made by a
corporation unless authorized for a specific proceeding after a determination
has been made that indemnification is permissible in the circumstances because
the party to be indemnified has met the standard of conduct set forth in
subsection (b).  This determination shall be made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors not, at the time,
parties to the proceeding, or, if such quorum cannot be obtained, then by a
majority vote of a committee of the Board consisting solely of two or more
directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full Board in which
the designated directors who are parties may participate; (ii) by special legal
counsel selected by the Board of Directors of a committee of the Board by vote
as set forth in subparagraph (i), or, if the requisite quorum of the full Board
cannot be obtained therefor and the committee cannot be established, by a
majority vote of the full Board in which any director who is a party may
participate; or (iii) by the stockholders (except that shares held by any party
to the specific proceeding may not be voted).  A court of appropriate
jurisdiction may also order indemnification if the court determines that a
person seeking indemnification is entitled to reimbursement under subsection
(b).
 
  Section 2-418 further provides that indemnification provided for by Section
2-418 shall not be deemed exclusive of any rights to which the indemnified
party may be entitled; that the scope of indemnification extends to directors,
officers, employees or agents of a constituent corporation absorbed in a
consolidation or merger and persons serving in that capacity at the request of
the constituent corporation for another; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against or incurred by
such person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liabilities under Section 2-418.
 
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
 
  None.
 
ITEM 27. PRINCIPAL UNDERWRITERS.
 
  (a) American Funds Distributors, Inc. is also the Principal Underwriter of
shares of:  AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds
Income Series, The American Funds Tax-Exempt Series I, The American Funds
Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American
High-Income Trust, American Mutual Fund, Inc., Capital Income Builder, Inc.,
Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., The
Cash Management Trust of America, 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 Money Fund of America, The U. S. Treasury Money
Fund of America and Washington Mutual Investors Fund, Inc.
   
 
<TABLE>
<CAPTION>
(B)   (1)                                  (2)                           (3)                                    
 
      NAME AND PRINCIPAL                   POSITIONS AND OFFICES         POSITIONS AND OFFICES                  
      BUSINESS ADDRESS                     WITH UNDERWRITER              WITH REGISTRANT                        
 
<S>   <C>                                  <C>                           <C>                                    
                                                                                                                
 
      DAVID L. ABZUG                       REGIONAL VICE PRESIDENT       NONE                                   
 
      27304 PARK VISTA ROAD                                                                                     
 
      AGOURA HILLS, CA 91301                                                                                    
 
                                                                                                                
 
      JOHN A. AGAR                         VICE PRESIDENT                NONE                                   
 
      1501 N. UNIVERSITY DRIVE,                                                                                 
      SUITE 227A                                                                                                
 
      LITTLE ROCK, AR 72207                                                                                     
 
                                                                                                                
 
      ROBERT B. APRISON                    VICE PRESIDENT                NONE                                   
 
      2983 BRYN WOOD DRIVE                                                                                      
 
      MADISON, WI 53711                                                                                         
 
                                                                                                                
 
L     WILLIAM W. BAGNARD                   VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      STEVEN L. BARNES                     SENIOR VICE PRESIDENT         NONE                                   
 
      5400 MT. MEEKER ROAD                                                                                      
      SUITE 1                                                                                                   
 
                                                                                                                
 
      BOULDER, CO  80301-3508                                                                                   
 
                                                                                                                
 
B     CARL R. BAUER                        ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
                                                                                                                
 
                                                                                                                
 
      MICHELLE A. BERGERON                 SENIOR VICE PRESIDENT         NONE                                   
 
      4160 GATESWALK DRIVE                                                                                      
 
      SMYRNA, GA 30080                                                                                          
 
                                                                                                                
 
      JOSEPH T. BLAIR                      SENIOR VICE PRESIDENT         NONE                                   
      27 DRUMLIN ROAD                                                                                           
      WEST SIMSBURY, CT  06092                                                                                  
 
                                                                                                                
 
      JOHN A. BLANCHARD                    VICE PRESIDENT                NONE                                   
      6421 ABERDEEN ROAD                                                                                        
      MISSION HILLS, KS 66208                                                                                   
 
                                                                                                                
 
      IAN B. BODELL                        SENIOR VICE PRESIDENT         NONE                                   
 
      P.O. BOX 1665                                                                                             
      BRENTWOOD, TN  37024-1665                                                                                 
 
                                                                                                                
 
      MICHAEL L. BRETHOWER                 SENIOR VICE PRESIDENT         NONE                                   
 
      2320 NORTH AUSTIN AVENUE                                                                                  
      GEORGETOWN, TX  78626                                                                                     
 
                                                                                                                
 
      C. ALAN BROWN                        REGIONAL VICE PRESIDENT       NONE                                   
 
      4129 LACLEDE AVENUE                                                                                       
      ST. LOUIS, MO  63108                                                                                      
 
                                                                                                                
 
B     J. PETER BURNS                       VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      BRIAN C. CASEY                                                                     NONE                                   
      REGIONAL VICE PRESIDENT                                                                                   
      8002 GREENTREE ROAD                                                                                       
      BETHESDA, MD 20817                                                                                        
 
                                                                                                                
 
      VICTOR C. CASSATO                    SENIOR VICE PRESIDENT         NONE                                   
 
      609 W. LITTLETON BLVD.,                                                                                   
      SUITE 310                                                                                                 
 
      LITTLETON, CO  80120                                                                                      
 
                                                                                                                
 
      CHRISTOPHER J. CASSIN                SENIOR VICE PRESIDENT         NONE                                   
 
      111 W. CHICAGO AVENUE,                                                                                    
      SUITE G3                                                                                                  
 
      HINSDALE, IL 60521                                                                                        
 
                                                                                                                
 
      DENISE M. CASSIN                      VICE PRESIDENT               NONE                                   
 
      1301 STONEY CREEK DRIVE                                                                                   
 
      SAN RAMON, CA 94538                                                                                       
 
                                                                                                                
 
L     LARRY P. CLEMMENSEN                  DIRECTOR                      NONE                                   
 
                                                                                                                
 
                                                                                                                
 
                                                                                                                
 
L     KEVIN G. CLIFFORD                    DIRECTOR, PRESIDENT AND       NONE                                   
                                           CO-CHIEF EXECUTIVE                                                   
                                           OFFICER                                                              
 
                                                                                                                
 
      RUTH M. COLLIER                      SENIOR VICE PRESIDENT         NONE                                   
      145 WEST 67TH ST., #12K                                                                                   
      NEW YORK, NY  10023                                                                                       
 
                                                                                                                
 
S     DAVID COOLBAUGH                      ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      THOMAS E. COURNOYER                  VICE PRESIDENT                NONE                                   
      2333 GRANADA BOULEVARD                                                                                    
      CORAL GABLES, FL  33134                                                                                   
 
                                                                                                                
 
      DOUGLAS A. CRITCHELL                 SENIOR VICE PRESIDENT         NONE                                   
      3521 RITTENHOUSE STREET, N.W.                                                                             
      WASHINGTON, D.C.  20015                                                                                   
 
                                                                                                                
 
L     CARL D. CUTTING                      VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      DANIEL J. DELIANEDIS                 REGIONAL VICE PRESIDENT       NONE                                   
 
      8689 BRAXTON DRIVE                                                                                        
 
      EDEN PRAIRIE, MN 55347                                                                                    
 
                                                                                                                
 
      MICHAEL A. DILELLA                   VICE PRESIDENT                NONE                                   
      P. O. BOX 661                                                                                             
      RAMSEY, NJ  07446                                                                                         
 
                                                                                                                
 
      G. MICHAEL DILL                      SENIOR VICE PRESIDENT         NONE                                   
 
      505 E. MAIN STREET                                                                                        
 
      JENKS, OK 74037                                                                                           
 
                                                                                                                
 
      KIRK D. DODGE                        SENIOR VICE PRESIDENT         NONE                                   
 
      633 MENLO AVENUE, SUITE 210                                                                               
 
      MENLO PARK, CA 94025                                                                                      
 
                                                                                                                
 
      PETER J. DORAN                       SENIOR VICE PRESIDENT         NONE                                   
 
      1205 FRANKLIN AVENUE                                                                                      
 
      GARDEN CITY, NY 11530                                                                                     
 
                                                                                                                
 
L     MICHAEL J. DOWNER                    SECRETARY                     VICE PRESIDENT                         
 
                                                                                                                
 
      ROBERT W. DURBIN                     VICE PRESIDENT                NONE                                   
      74 SUNNY LANE                                                                                             
      TIFFIN, OH  44883                                                                                         
 
                                                                                                                
 
                                                                                                                
 
I     LLOYD G. EDWARDS                     SENIOR VICE PRESIDENT         NONE                                   
 
                                                                                                                
 
L     PAUL H. FIEBERG                      SR. VICE PRESIDENT            NONE                                   
 
                                                                                                                
 
      JOHN R. FODOR                        VICE PRESIDENT                NONE                                   
      15 LATISQUAMA ROAD                                                                                        
      SOUTHBOROUGH, MA 01772                                                                                    
 
                                                                                                                
 
      CLYDE E. GARDNER                     SENIOR VICE PRESIDENT         NONE                                   
      ROUTE 2, BOX 3162                                                                                         
      OSAGE BEACH, MO  65065                                                                                    
 
                                                                                                                
 
B     EVELYN K. GLASSFORD                  VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      JEFFREY J. GREINER                   VICE PRESIDENT                NONE                                   
 
      12210 TAYLOR ROAD                                                                                         
      PLAIN CITY, OH 43064                                                                                      
 
                                                                                                                
 
L     PAUL G. HAAGA, JR.                   DIRECTOR                      CHAIRMAN OF THE BOARD                  
 
                                                                                                                
 
B     MARIELLEN HAMANN                     ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      DAVID E. HARPER                      SENIOR VICE PRESIDENT         NONE                                   
      R.D. 1, BOX 210, RTE 519                                                                                  
      FRENCHTOWN, NJ  08825                                                                                     
 
                                                                                                                
 
      RONALD R. HULSEY                     VICE PRESIDENT                NONE                                   
      6744 AVALON                                                                                               
      DALLAS, TX  75214                                                                                         
 
                                                                                                                
 
      ROBERT S. IRISH                      REGIONAL VICE PRESIDENT       NONE                                   
 
      1225 VISTA DEL MAR DRIVE                                                                                  
 
      DELRAY BEACH, FL 33483                                                                                    
 
                                                                                                                
 
L     ROBERT L. JOHANSEN                   VICE PRESIDENT,               NONE                                   
                                           CONTROLLER                                                           
 
                                                                                                                
 
      MICHAEL J. JOHNSTON                  DIRECTOR                      NONE                                   
      630 FIFTH AVE., 36TH FLOOR                                                                                
      NEW YORK, NY 10111-0121                                                                                   
 
                                                                                                                
 
B     DAMIEN M. JORDAN                     VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
                                                                                                                
 
                                                                                                                
 
      ARTHUR J. LEVINE                     SENIOR VICE PRESIDENT         NONE                                   
      12558 HIGHLANDS PLACE                                                                                     
      FISHERS, IN  46038                                                                                        
 
                                                                                                                
 
B     KARL A. LEWIS                        ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      T. BLAKE LIBERTY                     REGIONAL VICE PRESIDENT       NONE                                   
 
      5506 EAST MINERAL LANE                                                                                    
 
      LITTLETON, CO 80122                                                                                       
 
                                                                                                                
 
      MARK J. LIEN                         REGIONAL VICE PRESIDENT       NONE                                   
 
      5570 BEECHWOOD TERRACE                                                                                    
 
      WEST DES MOINES, IA 50266                                                                                 
 
                                                                                                                
 
L     LORIN E. LIESY                       ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
L     SUSAN G. LINDGREN                    VICE PRESIDENT -              NONE                                   
                                           INSTITUTIONAL INVESTMENT                                             
                                           SERVICES DIVISION                                                    
 
                                                                                                                
 
LW    ROBERT W. LOVELACE                   DIRECTOR                      NONE                                   
 
                                                                                                                
 
      STEPHEN A. MALBASA                   VICE PRESIDENT                NONE                                   
      13405 LAKE SHORE BLVD.                                                                                    
      CLEVELAND, OH  44110                                                                                      
 
                                                                                                                
 
      STEVEN M. MARKEL                     SENIOR VICE PRESIDENT         NONE                                   
 
      5241 SOUTH RACE STREET                                                                                    
 
      LITTLETON, CO 80121                                                                                       
 
                                                                                                                
 
L     JOHN C. MASSAR                       DIRECTOR, SENIOR VICE         NONE                                   
                                           PRESIDENT                                                            
 
                                                                                                                
 
L     E. LEE MCCLENNAHAN                   SENIOR VICE PRESIDENT         NONE                                   
 
                                                                                                                
 
L     JAMIE R. MCCRARY                     ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
S     JOHN V. MCLAUGHLIN                   SENIOR VICE PRESIDENT         NONE                                   
 
                                                                                                                
 
      TERRY W. MCNABB                      VICE PRESIDENT                NONE                                   
      2002 BARRETT STATION ROAD                                                                                 
      ST. LOUIS, MO  63131                                                                                      
 
                                                                                                                
 
L     R. WILLIAM MELINAT                   VICE PRESIDENT -              NONE                                   
                                           INSTITUTIONAL                                                        
                                           INVESTMENT SERVICES                                                  
                                           DIVISION                                                             
 
                                                                                                                
 
                                                                                                                
 
                                                                                                                
 
      DAVID R. MURRAY                      VICE PRESIDENT                NONE                                   
 
      60 BRIANT AVENUE                                                                                          
      SUDBURY, MA 01776                                                                                         
 
                                                                                                                
 
      STEPHEN S. NELSON                    VICE PRESIDENT                NONE                                   
      P.O. BOX 470528                                                                                           
      CHARLOTTE, NC  28247                                                                                      
 
                                                                                                                
 
      WILLIAM E. NOE                       REGIONAL VICE PRESIDENT       NONE                                   
      304 RIVER OAKS ROAD                                                                                       
      BRENTWOOD, TN 37207                                                                                       
 
                                                                                                                
 
      PETER A. NYHUS                       VICE PRESIDENT                NONE                                   
      3084 WILDS RIDGE COURT                                                                                    
      PRIOR LAKE, MN 55372                                                                                      
 
                                                                                                                
 
      ERIC P. OLSON                        VICE PRESIDENT                NONE                                   
      62 PARK DRIVE                                                                                             
      GLENVIEW, IL 60025                                                                                        
 
                                                                                                                
 
      FREDRIC PHILLIPS                     SENIOR VICE PRESIDENT         NONE                                   
      175 HIGHLAND AVENUE,                                                                                      
      4TH FLOOR                                                                                                 
      NEEDHAM, MA 02194                                                                                         
 
                                                                                                                
 
B     CANDANCE D. PILGRIM                  ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      CARL S. PLATOU                       VICE PRESIDENT                NONE                                   
      4021 96TH AVENUE, SE                                                                                      
      MERCER ISLAND, WA 98040                                                                                   
 
                                                                                                                
 
L     JOHN O. POST, JR.                    VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
S     RICHARD P. PRIOR                     ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      STEVEN J. REITMAN                    SENIOR VICE PRESIDENT         NONE                                   
      212 THE LANE                                                                                              
      HINSDALE, IL  60521                                                                                       
 
                                                                                                                
 
      BRIAN A. ROBERTS                     VICE PRESIDENT                NONE                                   
      11404 FOXHAVEN DRIVE                                                                                      
      CHARLOTTE, NC  28277                                                                                      
 
                                                                                                                
 
      GEORGE S. ROSS                       SENIOR VICE PRESIDENT         NONE                                   
      55 MADISON AVENUE                                                                                         
      MORRISTOWN, NJ  07962                                                                                     
 
                                                                                                                
 
L     JULIE D. ROTH                        VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
L     JAMES F. ROTHENBERG                  DIRECTOR                      NONE                                   
 
                                                                                                                
 
      DOUGLAS F. ROWE                      VICE PRESIDENT                NONE                                   
 
      30008 OAKLAND HILLS DRIVE                                                                                 
      GEORGETOWN, TX 78628                                                                                      
 
                                                                                                                
 
      CHRISTOPHER ROWEY                    REGIONAL VICE PRESIDENT        NONE                                  
      9417 BEVERLYWOOD STREET                                                                                   
      LOS ANGELES, CA 90034                                                                                     
 
                                                                                                                
 
      DEAN B. RYDQUIST                     SENIOR VICE PRESIDENT         NONE                                   
      1080 BAY POINTE CROSSING                                                                                  
      ALPHARETTA, GA 30005                                                                                      
 
                                                                                                                
 
      RICHARD R. SAMSON                    SENIOR VICE PRESIDENT         NONE                                   
      4604 GLENCOE AVENUE, #4                                                                                   
      MARINA DEL REY, CA  90292                                                                                 
 
                                                                                                                
 
      JOE D. SCARPITTI                     VICE PRESIDENT                NONE                                   
 
      31465 ST. ANDREWS                                                                                         
      WESTLAKE, OH 44145                                                                                        
 
                                                                                                                
 
L     R. MICHAEL SHANAHAN                  DIRECTOR                      NONE                                   
 
                                                                                                                
 
      DAVID W. SHORT                       DIRECTOR, CHAIRMAN OF         NONE                                   
      1000 RIDC PLAZA, SUITE 212           THE BOARD AND CO-CHIEF                                               
      PITTSBURGH, PA  15238-2941           EXECUTIVE OFFICER                                                    
 
                                                                                                                
 
      WILLIAM P. SIMON, JR.                SENIOR VICE PRESIDENT         NONE                                   
 
      912 CASTLEHILL LANE                                                                                       
      DEVON, PA 91333                                                                                           
 
                                                                                                                
 
L     JOHN C. SMITH                        VICE PRESIDENT -              NONE                                   
                                           INSTITUTIONAL INVESTMENT                                             
                                           SERVICES DIVISION                                                    
 
                                                                                                                
 
      RODNEY G. SMITH                       VICE PRESIDENT               NONE                                   
 
      100 N. CENTRAL EXPRESSWAY,                                                                                
      SUITE 1214                                                                                                
      RICHARDSON, TX  75080                                                                                     
 
                                                                                                                
 
      ANTHONY L. SOAVE                     REGIONAL VICE PRESIDENT       NONE                                   
 
      8831 MORNING MIST DRIVE                                                                                   
 
      CLARKSTON, MI 48348                                                                                       
 
                                                                                                                
 
                                                                                                                
 
      NICHOLAS D. SPADACCINI               REGIONAL VICE PRESIDENT       NONE                                   
      855 MARKLEY WOODS WAY                                                                                     
      CINCINNATI, OH 45230                                                                                      
 
                                                                                                                
 
L     KRISTEN J. SPAZAFUMO                 ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
      DANIEL S. SPRADLING                  SENIOR VICE PRESIDENT         NONE                                   
      181 SECOND AVENUE, SUITE 228                                                                              
      SAN MATEO, CA 94401                                                                                       
 
                                                                                                                
 
B     MAX D. STITES                        VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      THOMAS A. STOUT                      REGIONAL VICE PRESIDENT       NONE                                   
 
      3919 WHOOPING CRANE CIRCLE                                                                                
      VIRGINIA BEACH, VA 23455                                                                                  
 
                                                                                                                
 
      CRAIG R. STRAUSER                    VICE PRESIDENT                NONE                                   
      3 DOVER WAY                                                                                               
      LAKE OSWEGO, OR 97034                                                                                     
 
                                                                                                                
 
      FRANCIS N. STRAZZERI                  SENIOR VICE PRESIDENT        NONE                                   
      31641 SADDLETREE DRIVE                                                                                    
      WESTLAKE VILLAGE, CA 91361                                                                                
 
                                                                                                                
 
L     DREW TAYLOR                          ASSISTANT VICE PRESIDENT      NONE                                   
 
                                                                                                                
 
S     JAMES P. TOOMEY                      VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
I     CHRISTOPHER E. TREDE                 VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
      GEORGE F. TRUESDAIL                  VICE PRESIDENT                NONE                                   
      400 ABBOTSFORD COURT                                                                                      
      CHARLOTTE, NC  28270                                                                                      
 
                                                                                                                
 
      SCOTT W. URSIN-SMITH                 VICE PRESIDENT                NONE                                   
 
      60 REEDLAND WOODS WAY                                                                                     
      TIBURON, CA 94920                                                                                         
 
                                                                                                                
 
L     JOHN DAVID VIALE                     REGIONAL VICE PRESIDENT       NONE                                   
 
                                                                                                                
 
      THOMAS E. WARREN                     REGIONAL VICE PRESIDENT       NONE                                   
 
      119 FAUBEL STREET                                                                                         
      SARASOTA, FL 34242                                                                                        
 
                                                                                                                
 
L     J. KELLY WEBB SR.                    SENIOR VICE PRESIDENT,        NONE                                   
                                           TREASURER                                                            
 
                                                                                                                
 
      GREGORY J. WEIMER                    VICE PRESIDENT                NONE                                   
      206 HARDWOOD DRIVE                                                                                        
      VENETIA, PA  15367                                                                                        
 
                                                                                                                
 
B     TIMOTHY W. WEISS                     DIRECTOR                       NONE                                  
 
                                                                                                                
 
      GEORGE J. WENZEL                     REGIONAL VICE PRESIDENT       NONE                                   
 
      3406 SHAKESPEARE DRIVE                                                                                    
 
      TROY, MI 48084                                                                                            
 
                                                                                                                
 
B     LAURA L. WIMBERLY                    VICE PRESIDENT                NONE                                   
 
                                                                                                                
 
H     MARSHALL D. WINGO                    DIRECTOR, SENIOR VICE         NONE                                   
                                           PRESIDENT                                                            
 
                                                                                                                
 
L     ROBERT L. WINSTON                    DIRECTOR, SR. VICE            NONE                                   
                                           PRESIDENT                                                            
 
                                                                                                                
 
      WILLIAM R. YOST                      VICE PRESIDENT                NONE                                   
      9320 OVERLOOK TRAIL                                                                                       
      EDEN PRAIRIE, MN  55347                                                                                   
 
                                                                                                                
 
      JANET M. YOUNG                       REGIONAL VICE PRESIDENT       NONE                                   
      1616 VERMONT                                                                                              
      HOUSTON, TX  77006                                                                                        
 
                                                                                                                
 
      SCOTT D. ZAMBON                      REGIONAL VICE PRESIDENT       NONE                                   
      2887 PLAYER LANE                                                                                          
      TUSTIN RANCH, CA 92782                                                                                    
 
</TABLE>
 
    
____________
L Business Address, 333 South Hope Street, Los Angeles, CA  90071
LW Business Address, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, CA
90025
B Business Address, 135 South State College Boulevard, Brea, CA  92821
S Business Address, 3500 Wiseman Boulevard, San Antonio, TX 78251
H Business Address, 5300 Robin Hood Road, Norfolk, VA 23513 
I Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN  46240
 
(c) None.
 
ITEM 28.   LOCATION OF ACCOUNTS AND RECORDS.
 
 Accounts, books and other records required by Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940, as amended, are maintained and kept in the
offices of the fund and its investment adviser, Capital Research and Management
Company, 333 South Hope Street, Los Angeles, CA 90071.  Certain accounting
records are maintained and kept in the offices of the fund's accounting
department, 135 South State College Blvd., Brea, CA  92821.
 
ITEM 28.   LOCATION OF ACCOUNTS AND RECORDS (CONT.) 
 
 Records covering shareholder accounts are maintained and kept by the transfer
agent, American Funds Service Company, 135 South State College Blvd., Brea, CA 
92821, 3500 Wiseman Boulevard, San Antonio, TX  78230, 8332 Woodfield Crossing
Blvd., Indianapolis, IN  46240 and 5300 Robin Hood Road, Norfolk, VA 23514. 
 
 Records covering portfolio transactions are also maintained and kept by the
custodian, The Chase Manhattan Bank, N.A., One Chase Manhattan Plaza, New York,
New York, 10081.
 
ITEM 29. MANAGEMENT SERVICES.
 
  None.
 
ITEM 30. UNDERTAKINGS.
 
  n/a
 
                            SIGNATURE OF REGISTRANT
 
 Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, and State of California, on the
??rd day of February, 1999. 
 
   THE BOND FUND OF AMERICA, INC.
   By  /s/ Paul G. Haaga, Jr.
      (Paul G. Haaga, Jr., Chairman of the Board)
 
 Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed below on February ??, 1999, by the
following persons in the capacities indicated. 
 
<TABLE>
<CAPTION>
<S>      <C>                                      <C>                            
         SIGNATURE                                TITLE                          
(1)      Principal Executive Officer:                                            
         /s/ Abner D. Goldstine                   President and Director         
            (Abner D. Goldstine)                                                 
(2)      Principal Financial Officer and 
         Principal Accounting Officer:                                  
         /s/ Anthony W. Hynes, Jr.                Treasurer                      
            (Anthony W. Hynes, Jr.)                                              
(3)      Trustees:                                                               
         H. Frederick Christie*                   Director                       
         Don R. Conlan*                           Director                       
         Diane C. Creel*                          Director                       
         Martin Fenton, Jr.*                      Director                       
         Leonard R. Fuller*                       Director                       
         /s/ Abner D. Goldstine                   President and Director         
            (Abner D. Goldstine)                                                 
         /s/ Paul G. Haaga, Jr.                   Chairman and Director          
            (Paul G. Haaga, Jr.)                                                 
         Herbert Hoover III*                      Director                       
         Richard G. Newman*                       Director                       
</TABLE>
 
*By                                               
 Julie F. Williams, Attorney-in-Fact
 
  Counsel represents that this amendment does not contain disclosures that
would make the amendment ineligible for effectiveness under the provisions of
rule 485(b).
     /s/ Michael J. Downer
       (Michael J. Downer) 
                     The Bond Fund of America, Inc. -- C-13
 
 
CONSENT OF INDEPENDENT AUDITORS
 
The Bond Fund of America, Inc.:
 
We consent to (a) the use in this Post-Effective Amendment No. 44 to
Registration Statement No. 2-50700 on Form N-1A of our report dated January 29,
1999 appearing in the Financial Statements, which are included in Part B, the
Statement of Additional Information of such Registration Statement, (b) the
references to us under the heading "General Information" in such Statement of
Additional Information and (c) the reference to us under the heading "Financial
Highlights" in the Prospectus, which is a part of such Registration Statement.
 
Deloitte & Touche, LLP
February 25, 1999

<TABLE> <S> <C>
 
 
<ARTICLE> 6
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                              JAN-1-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                        9,530,177
<INVESTMENTS-AT-VALUE>                       9,459,447
<RECEIVABLES>                                  203,860
<ASSETS-OTHER>                                  12,899
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               9,676,206
<PAYABLE-FOR-SECURITIES>                       105,630
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       29,983
<TOTAL-LIABILITIES>                            135,613
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     8,911,014
<SHARES-COMMON-STOCK>                      701,079,276
<SHARES-COMMON-PRIOR>                      583,828,403
<ACCUMULATED-NII-CURRENT>                      (1,158)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (70,342)
<NET-ASSETS>                                 9,540,593
<DIVIDEND-INCOME>                               13,913
<INTEREST-INCOME>                              666,776
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  58,836
<NET-INVESTMENT-INCOME>                        621,853
<REALIZED-GAINS-CURRENT>                        45,203
<APPREC-INCREASE-CURRENT>                    (225,567)
<NET-CHANGE-FROM-OPS>                          441,489
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      612,126
<DISTRIBUTIONS-OF-GAINS>                        92,338
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    219,927,964
<NUMBER-OF-SHARES-REDEEMED>                143,192,216
<SHARES-REINVESTED>                         40,515,125
<NET-CHANGE-IN-ASSETS>                       1,364,462
<ACCUMULATED-NII-PRIOR>                         11,969
<ACCUMULATED-GAINS-PRIOR>                       40,776
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           28,879
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 58,836
<AVERAGE-NET-ASSETS>                         8,962,895
<PER-SHARE-NAV-BEGIN>                            14.00
<PER-SHARE-NII>                                    .94
<PER-SHARE-GAIN-APPREC>                          (.24)
<PER-SHARE-DIVIDEND>                               .95
<PER-SHARE-DISTRIBUTIONS>                          .14
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.61
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
 

</TABLE>


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