FUNDAMENTAL INVESTORS INC
485BPOS, 1998-02-27
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                                                              SIGNED 
                                               SEC. File Nos. 2-10760
                                                              811-32
                                                                             
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                  FORM N-1A
                            Registration Statement
                                    Under
                          the Securities Act of 1933
                       Post-Effective Amendment No. 82
                                     and
                            Registration Statement
                                    Under
                      The Investment Company Act of 1940
                               Amendment No. 25
                                      
                         FUNDAMENTAL INVESTORS, INC.
              (Exact Name of Registrant as specified in charter)
 
                    One Market, Steuart Tower, Suite 1800
                       San Francisco, California 94105
                   (Address of principal executive offices)
 
             Registrant's telephone number, including area code:
                                 (415) 421-9360 
                                  
 
                                 JULIE F. WILLIAMS
                      One Market, Steuart Tower, Suite 1800
                         San Francisco, California 94105 
                      (name and address of agent for service)
                                  
 
                                   Copies to:
                             Robert E. Carlson, Esq.
                               Michael Glazer, Esq.
                       PAUL, HASTINGS, JANOFSKY & WALKER LLP
                               555 S. Flower Street
                        Los Angeles, California 90071-2371
                            (Counsel for the Registrant)
                                     
Title of Securities being Registered: Shares of Capital Stock, $1.00 par value
    
                    Approximate date of proposed public offering:
It is proposed that this filing become effective on March 1, 1998, pursuant to 
                            paragraph (b) of rule 485.    
<PAGE>
 
                            FUNDAMENTAL INVESTORS, INC.
                                CROSS REFERENCE SHEET
 
<TABLE>
<CAPTION>
ITEM NUMBER OF PART "A" OF FORM N-1A       CAPTIONS IN PROSPECTUS (PART "A")    
 
<S>   <C>                                  <C>                                  
                                                                                
 
1.    Cover Page                           Cover Page                           
 
2.    Synopsis                             Expenses                             
 
3.    Condensed Financial Information      Financial Highlights; Investment Results   
 
4.    General Description of Registrant    Investment Policies and Risks; Securities and Investment   
                                           Techniques;  Multiple Portfolio Counselor System; Fund   
                                           Organization and Management          
 
5.    Management of the Fund               Fund Organization and Management; Securities and   
                                           Investment Techniques;  Multiple Portfolio Counselor System   
 
6.    Capital Stock and Other Securities   Investment Policies and Risks;  Securities and Investment   
                                           Techniques;  Fund Organization and Management;   
                                           Dividends, Distributions and Taxes   
 
7.    Purchase of Securities Being Offered Purchasing Shares; Fund Organization and Management   
 
8.    Redemption or Repurchase             Selling Shares                       
 
9.    Legal Proceedings                    N/A                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
ITEM NUMBER OF PART "B" OF FORM N-1A       CAPTIONS IN STATEMENT OF ADDITIONAL    
                                           INFORMATION (PART "B")               
 
<S>   <C>                                  <C>                                  
                                                                                
 
10.   Cover Page                           Cover Page                           
 
11.   Table of Contents                    Table of Contents                    
 
12.   General Information and History      Fund Organization and Management (Part "A")   
 
13.   Investment Objectives and Policies   Description of Certain Securities and Investment Techniques;   
                                           Investment Restrictions              
 
14.   Management of the Registrant         Fund Directors and Officers; Management   
 
15.   Control Persons and Principal        Fund Directors and Officers          
      Holder of Securities             
 
16.   Investment Advisory and Other        Management                           
      Services             
 
17.   Brokerage Allocation and Other       Execution of Portfolio Transactions   
      Practices             
 
18.   Capital Stock and Other Securities   Part "A"                             
 
19.   Purchase, Redemption and Pricing of  Purchase of Shares; Redeeming Shares; Shareholder   
      Securities Being Offered             Account Services and Privileges; Redemption of Shares   
 
20.   Tax Status                           Dividends, Distributions and Federal Taxes   
 
21.   Underwriter                          Management -- Principal Underwriter   
 
22.   Calculation of Performance Data      Investment Results                   
 
23.   Financial Statements                 Financial Statements                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
ITEM IN PART "C"                                                                          
 
<S>   <C>                                                                    
                                                                             
 
24.   Financial Statements and Exhibits                                      
 
25.   Persons Controlled by or Under Common Control with Registrant          
 
26.   Number of Holders of Securities                                        
 
27.   Indemnification                                                        
 
28.   Business and Other Connections of Investment Adviser                   
 
29.   Principal Underwriters                                                 
 
30.   Location of Accounts and Records                                       
 
31.   Management Services                                                    
 
32.   Undertakings                                                           
 
      Signature Page                                                         
 
</TABLE>
 
 
<PAGE>
 
 
 
                             [PHOTO APPEARS HERE]
 
                [LOGO OF THE AMERICAN FUNDS GROUP APPEARS HERE]
 
- --------------------------------------------------------------------------------
 
 
                            Fundamental InvestorsSM
 
                                   Prospectus
 
 
   
 
                                 MARCH 1, 1998    
 
<PAGE>
 
FUNDAMENTAL INVESTORS, INC.
One Market
Steuart Tower, Suite 1800
San Francisco, CA 94105
===========================================================================
TABLE OF CONTENTS
 
Expenses                                                                  3
 ...........................................................................
Financial Highlights                                                      4
 ...........................................................................
Investment Policies and Risks                                             5
 ...........................................................................
Securities and Investment Techniques                                      5
 ...........................................................................
Multiple Portfolio Counselor System                                       8
 ...........................................................................
Investment Results                                                        9
 ...........................................................................
Dividends, Distributions and Taxes                                       10
 ...........................................................................
Fund Organization and Management                                         11
 ...........................................................................
Shareholder Services                                                     14
 
===========================================================================
 
   
The investment objective of the fund is to increase its shareholders' capital
and income return over time. The fund strives to accomplish this objective by
investing primarily in a diversified portfolio of common stocks, and securities
convertible into common stocks.    
 
This prospectus presents information you should know before investing in the
fund. You should keep it on file for future reference.
 
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 DEPOSIT OR OBLIGATION OF, OR INSURED OR GUARANTEED BY, ANY ENTITY OR PERSON
INCLUDING THE U.S. GOVERNMENT AND THE FEDERAL DEPOSIT INSURANCE CORPORATION.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
   
10-010-0398    
 
 
<PAGE>
 
   
EXPENSES
The effect of the expenses described below is reflected in the fund's share
price and return.    
   
You may pay certain shareholder transaction expenses when you buy or sell
shares of the fund. Operating expenses are paid by the fund.    
 
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge on purchases
(as a percentage of offering price)                                     5.75%
 ................................................................................
 
SALES CHARGES ARE REDUCED OR ELIMINATED FOR LARGER PURCHASES. There is no sales
charge on reinvested dividends, and no deferred sales charge or redemption or
exchange fees. A contingent deferred sales charge of 1% applies on certain
redemptions made within 12 months following purchases without a sales charge.
   
FUND OPERATING EXPENSES
(as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management fees                                                         0.30%
 ................................................................................
12b-1 expenses                                                          0.23%/1/
 ................................................................................
Other expenses                                                          0.10%
 ................................................................................
Total fund operating expenses                                           0.63%
 
/1/ 12b-1 expenses may not exceed 0.25% of the fund's average net assets
annually.    
   
EXAMPLES
 
Assuming a hypothetical annual return of 5% and shareholder transaction and
operating expenses as described above, for every $1,000 you invested, you would
pay the following total expenses over the following periods:
- --------------------------------------------------------------------------------
One year                                                                    $ 64
 ................................................................................
Three years                                                                 $ 77
 ................................................................................
Five years                                                                  $ 91
 ................................................................................
Ten years                                                                   $132
    
THESE EXAMPLES ARE NOT MEANT TO REPRESENT YOUR ACTUAL INVESTMENT RESULTS OR
EXPENSES, WHICH MAY VARY. YOUR EXPENSES WILL BE LESS IF YOU QUALIFY TO PURCHASE
SHARES AT A REDUCED OR NO SALES CHARGE.
 
 
 
                                         Fundamental Investors / Prospectus    3
 
<PAGE>
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
   
The following information for the seven years ended December 31, 1997 has been
audited by Deloitte & Touche llp, independent auditors, and for the three years
ended December 31, 1990 by KPMG Peat Marwick llp, independent auditors. This
table should be read together with the financial statements which are included
in the statement of additional information and annual report.    
   
SELECTED PER-SHARE DATA
 
<TABLE>
<CAPTION>
 
                                                YEAR ENDED DECEMBER 31
                                                ......................
                           1997    1996    1995    1994    1993    1992    1991     1990    1989    1988
            ---------------------------------------------------------------------------------------------
<S>                     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
Net asset value,
beginning of year        $24.54  $22.29  $17.50  $18.15  $17.52  $17.47  $14.32   $16.43  $14.60  $13.45
- ---------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income                      .41     .41     .41     .42     .44     .44     .41      .48     .58     .43
 .........................................................................................................
Net realized and
unrealized gain (loss)
on investments             6.00    4.00    5.46    (.18)   2.65    1.27    3.82    (1.52)   3.53    1.65
 .........................................................................................................
Total income (loss)
from investment
operations                 6.41    4.41    5.87     .24    3.09    1.71    4.23    (1.04)   4.11    2.08
- ---------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from
net investment
income                     (.42)   (.40)   (.40)   (.44)   (.43)   (.42)   (.40)    (.49)   (.62)   (.47)
 .........................................................................................................
Distributions from
net realized gains        (3.13)  (1.76)   (.68)   (.45)  (2.03)  (1.24)   (.68)    (.58)  (1.66)   (.46)
 .........................................................................................................
Total distributions       (3.55)  (2.16)  (1.08)   (.89)  (2.46)  (1.66)  (1.08)   (1.07)  (2.28)   (.93)
 .........................................................................................................
Net asset value,
end of year              $27.40  $24.54  $22.29  $17.50  $18.15  $17.52  $17.47   $14.32  $16.43  $14.60
- ---------------------------------------------------------------------------------------------------------
Total return/1/          26.67%  19.99%  34.21%   1.33%  18.16%  10.19%  30.34%  (6.24)%  28.56%  15.95%
- ---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of
year (in millions)      $10,465  $7,165  $4,754  $2,611  $1,979  $1,440  $1,156   $  823  $  758  $  632
 .........................................................................................................
Ratio of expenses to
average net assets         .63%    .66%    .70%    .68%    .65%    .65%    .69%     .70%    .67%    .68%
 .........................................................................................................
Ratio of net income
to average net assets     1.54%   1.78%   2.08%   2.45%   2.43%   2.56%   2.50%    3.15%   3.40%   2.97%
 .........................................................................................................
Average
commissions paid per
share/2/                  4.51c   5.69c   5.95c   6.02c   6.14c   7.53c   7.50c    7.76c   7.80c   7.47c
 .........................................................................................................
Portfolio turnover
rate                     45.09%  39.07%  25.47%  23.02%  29.22%  23.98%  17.07%   11.92%  18.59%   8.09%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
/1/Excludes maximum sales charge of 5.75%.
/2/Brokerage commissions paid on portfolio transactions increase the cost of
  securities purchased or reduce the proceeds of securities sold, and are not
  separately reflected in the fund's statement of operations. Shares traded on
  a principal basis (without commissions), such as most over-the-counter and
  fixed-income transactions, are excluded. Generally, non-U.S. commissions are
  lower than U.S. commissions when expressed as cents per share but higher when
  expressed as a percentage of transactions because of the lower per-share
  prices of many non-U.S. securities.
    
 
4  Fundamental Investors / Prospectus
 
<PAGE>
 
 
- --------------------------------------------------------------------------------
INVESTMENT POLICIES AND RISKS
 
The fund's investment objective is to increase its shareholders' capital and
income return over time.
   
The fund seeks to accomplish this objective by investing primarily in a
diversified portfolio of common stocks and securities convertible into common
stocks. The fund may also invest in straight debt securities that are generally
rated in the top four quality categories by Standard & Poor's Corporation or
Moody's Investors Service, Inc. or unrated but determined to be of equivalent
quality by the fund's investment adviser, Capital Research and Management
Company. Additionally, the fund may hold cash or cash equivalents (such as
commercial paper, commercial bank obligations, and securities of the U.S.
Government, its agencies and instrumentalities), U.S. Government securities, or
nonconvertible preferred stocks. MORE INFORMATION ON THE FUND'S INVESTMENT
POLICIES IS CONTAINED IN ITS STATEMENT OF ADDITIONAL INFORMATION.    
   
Investment limitations are considered at the time securities are purchased.
These limits are based on the fund's net assets unless otherwise indicated. The
fund's fundamental investment restrictions (described in the statement of
additional information) and objective may not be changed without shareholder
approval.    
   
THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE DUE TO MARKET CONDITIONS AND
OTHER FACTORS. IN ADDITION, THE FUND MAY EXPERIENCE DIFFICULTY LIQUIDATING
CERTAIN PORTFOLIO SECURITIES DURING SIGNIFICANT MARKET DECLINES OR PERIODS OF
HEAVY REDEMPTIONS.    
- --------------------------------------------------------------------------------
SECURITIES AND INVESTMENT TECHNIQUES
 
EQUITY SECURITIES
   
Equity securities represent an ownership position in a company. The prices of
equity securities fluctuate based on changes in the financial condition of
their issuers and on market and economic conditions. The fund's results will be
related to the overall market for these securities. Certain securities
purchased by the fund, particularly smaller capitalization stocks, may involve
large price swings and potential for loss.    
 
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
 
                                          Fundamental Investors / Prospectus  5
 
<PAGE>
 
- --------------------------------------------------------------------------------
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 5% of its total 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. These securities are commonly known as "high-yield, high-risk" or
"junk" bonds. The market prices of these securities may fluctuate more than
higher quality securities and may decline significantly in periods of general
economic difficulty.
    
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.    
   
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.
 
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.    
 
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
 
6    Fundamental Investors / Prospectus
 
 
<PAGE>
 
 
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.
 
INVESTING IN VARIOUS COUNTRIES
   
The fund may invest up to 15% of its assets in securities of issuers that are
domiciled outside the U.S. and not included in the Standard & Poor's 500
Composite Index (a broad measure of the U.S. stock market). Investing outside
the U.S. involves special risks, particularly in certain developing countries,
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.    
 
CURRENCY TRANSACTIONS
 
The fund can purchase and sell currencies to facilitate securities transactions
and enter into forward currency contracts to hedge against changes in currency
exchange rates. While entering into forward currency transactions could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain which might result from an increase in
the value of the currency. The fund will not generally attempt to protect
against all potential changes in exchange rates.
   
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.    
 
                                          Fundamental Investors / Prospectus  7
 
<PAGE>
 
- --------------------------------------------------------------------------------
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
   
The investment philosophy of Capital Research and Management Company is to seek
fundamental values at reasonable prices. Capital Research and Management
Company utilizes a system of multiple portfolio counselors in managing mutual
fund assets. Under this system 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 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 fund
are listed below.    
   
<TABLE>
<CAPTION>
                                                                                              YEARS OF EXPERIENCE AS
                                                                                              INVESTMENT PROFESSIONAL
                                                                                                   (APPROXIMATE)
                                                                                          ...................................
                                                      YEARS OF EXPERIENCE                 
                                                    AS PORTFOLIO COUNSELOR                WITH CAPITAL
PORTFOLIO COUNSELORS                               (AND RESEARCH PROFESSIONAL,            RESEARCH AND
        FOR                                           IF APPLICABLE) FOR                  MANAGEMENT  
    FUNDAMENTAL                                     FUNDAMENTAL INVESTORS                 COMPANY OR             TOTAL YEARS 
     INVESTORS        PRIMARY TITLE(S)                   (APPROXIMATE)                    ITS AFFILIATES  
- -----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                                      <C>                    <C>
JAMES E.              President and Director     14 years (plus 5 years as                   21 years             26 years
DRASDO                of the fund.               a research professional 
                      Senior Vice President      prior to becoming a 
                      and Director,              portfolio counselor for 
                      Capital Research           the fund) 
                      and Management              
                      Company
- -----------------------------------------------------------------------------------------------------------------------------
GORDON                Senior Vice President      7 years (plus 13 years as                   27 years             27 years
CRAWFORD              of the fund. Senior        a research professional 
                      Vice President             prior to becoming a 
                      and Director,              portfolio counselor for 
                      Capital Research           the fund) 
                      and Management                        
                      Company                              
- -----------------------------------------------------------------------------------------------------------------------------
DINA N.               Senior Vice President      5 years (plus 1 year as a                    6 years             31 years
PERRY                 of the fund. Senior        research professional 
                      Vice President,            prior to becoming a 
                      Capital Research           portfolio counselor for 
                      and Management             the fund)     
                      Company                              
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE> 
    
8 Fundamental Investors / Prospectus
 
<PAGE>
 
- --------------------------------------------------------------------------------
INVESTMENT RESULTS
The fund may from time to time compare investment results to various indices or
other mutual funds. Fund results may be calculated on a total return, yield
and/or distribution rate basis. Results calculated without a sales charge will
be higher.
 
 . TOTAL RETURN is the change in value of an investment in the fund over a given
  period, assuming reinvestment of any dividends and capital gain
  distributions.
 
 . YIELD is computed by dividing the net investment income per share earned by
  the fund over a given period of time by the maximum offering price per share
  on the last day of the period, according to a formula mandated by the
  Securities and Exchange Commission. A yield calculated using this formula may
  be different than the income actually paid to shareholders.
 
 . DISTRIBUTION RATE reflects dividends that were paid by the fund. The
  distribution rate is calculated by dividing the dividends paid over the last
  12 months by the sum of the month-end price and the capital gain
  distributions paid over the last 12 months.
 
                               INVESTMENT RESULTS
                     (FOR PERIODS ENDED DECEMBER 31, 1997)
   
<TABLE>
<CAPTION>
 
AVERAGE                                              LIPPER GROWTH
ANNUAL         THE FUND                                & INCOME
TOTAL           AT NET    THE FUND AT MAXIMUM  S&P       FUNDS
RETURNS:     ASSET VALUE1 SALES CHARGE/1/,/2/  5003    INDEX/4/
- --------------------------------------------------------------------------------
<S>          <C>          <C>                 <C>    <C>
One year        26.67%          19.38%        33.32%    26.96%
 ................................................................................
Five years      19.55%          18.14%        20.23%    18.06%
 ................................................................................
Ten years       17.23%          16.54%        18.01%    16.03%
 ................................................................................
Lifetime/5/     16.50%          16.14%        16.65%    15.55%
</TABLE>
- --------------------------------------------------------------------------------
Yield/1/,/2/: 1.49%
Distribution Rate/2/: 1.30%
 
/1/ Thesefund results were calculated according to a standard formula that is
    required for all stock and bond funds.
/2/ The maximum sales charge has been deducted.
/3/ The Standard & Poor's 500 Index represents stocks. This index is unmanaged
    and does not reflect sales charges, commissions or expenses.
/4/ The Lipper Growth & Income Funds Index is an equally weighted performance
    index, adjusted for capital gain distributions and income dividends, of the
    30 largest qualifying funds. The qualifying funds combine a growth of
    earnings orientation and an income requirement for level and/or rising
    dividends. This index is unmanaged and does not reflect sales charges,
    commissions or expenses.
/5/ For the period August 1, 1978 (when Capital Research and Management Company
    became investment adviser) through December 31, 1978.
    
                                         Fundamental Investors / Prospectus   9
 
<PAGE>
 
- --------------------------------------------------------------------------------
                        FUNDAMENTAL INVESTORS / PROSPECTUS
Here are the fund's annual total returns calculated without a sales charge.
This information is being supplied on a calendar year basis.
[begin bar chart] 
   
<TABLE>
<CAPTION>
                                             FUNDAMENTAL   
                Measurement Period           INVESTORS     
                -------------------          ----------    
                <S>                          <C>           
                FYE  1988                    15.95         
                FYE  1989                    28.56         
                FYE  1990                   - 6.24         
                FYE  1991                    30.34         
                FYE  1992                    10.19         
                FYE  1993                    18.16         
                FYE  1994                     1.33         
                FYE  1995                    34.21         
                FYE  1996                    19.99         
                FYE  1997                    26.67         
</TABLE>
[end bar chart]
    
Past results are not an indication of future results.
 
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund pays dividends, which may fluctuate, four times a year (usually in
February, May, August and December). Capital gains, if any, are also usually
distributed in December. When a dividend or capital gain is distributed, the
net asset value per share is reduced by the amount of the payment.
   
If a shareholder has elected to receive dividends and/or capital gain
distributions in cash, and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, or the shareholder does
not respond to mailings from American Funds Service Company with regard to
uncashed distribution checks, the shareholder's distribution option will
automatically be converted to having all dividends and other distributions
reinvested in additional shares.    
 
FEDERAL TAXES
 
In any fiscal year in which the fund qualifies as a regulated investment
company and distributes to shareholders all of its net investment income and
net capital gains, the fund itself is relieved of federal income tax.
 
                                       10
 
<PAGE>
 
 
Generally, all dividends and capital gains are taxable whether they are
reinvested or received in cash -- unless you are exempt from taxation or
entitled to tax deferral. Early each year, you will be notified as to the
amount and federal tax status of all income distributions paid during the prior
year. Such distributions may also be subject to state or local taxes. 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.
 
This is a brief summary of some of the tax laws that affect your investment in
the fund. Please see the statement of additional information and your tax
adviser for further information.
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND MANAGEMENT
 
FUND ORGANIZATION AND VOTING RIGHTS
   
The fund, an open-end, diversified management investment company, was organized
as a Delaware corporation in 1932 and reorganized as a Maryland corporation in
1990. 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. 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 INVESTMENT ADVISER
 
Capital Research and Management Company, a large and experienced investment
management organization founded in 1931, is the investment
 
                                         Fundamental Investors / Prospectus  11
 
<PAGE>
 
 
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 management fee paid
by the fund to Capital Research and Management Company may not exceed 0.39% of
the fund's average net assets annually and declines at certain asset levels.
The total management fee paid by the fund, as a percentage of average net
assets, for the previous fiscal year is discussed earlier under "Expenses."
 
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.
 
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 board. The 12b-1 fee paid by the fund,
as a percentage of average net assets, for the previous fiscal year is
discussed earlier under "Expenses." 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 sales loads in lieu of
these fees.    
 
PORTFOLIO TRANSACTIONS
 
Orders for the fund's portfolio securities transactions are placed by Capital
Research and Management Company, which strives to obtain the best available
prices, taking into account the costs and quality of executions. Fixed-income
securities are generally traded on a "net" basis with a dealer acting as
principal for its own account without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are usually purchased at a fixed price which includes an
amount of compensation to the dealer, generally referred to as a concession or
discount. On occasion, securities may be purchased directly from an issuer, in
which case no commissions or discounts are paid. In the over-the-counter
market, purchases and sales are transacted directly with principal market-
makers except in those circumstances where it appears better prices and
executions are available elsewhere.
 
12    Fundamental Investors / Prospectus
 
<PAGE>
 
- --------------------------------------------------------------------------------
   
Subject to the above policy, when two or more brokers (either directly or
through their correspondent clearing agents) are in a position to offer
comparable prices and executions, preference may be given to brokers who have
sold shares of the fund or have provided investment research, statistical, and
other related services for the benefit of the fund and/or other funds served by
Capital Research and Management Company.    
 
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
 
American Funds Distributors, Inc. and American Funds Service Company serve as
the principal underwriter and transfer agent for the fund, respectively. They
are headquartered at 333 South Hope Street, Los Angeles, CA 90071 and 135 South
State College Boulevard, Brea, CA 92821, respectively.
 
                  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
 
                               [MAP APPEARS HERE]
   
<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, Texas     Indianapolis, Indiana    Norfolk, Virginia
    92822-2205             78265-9522             46206-6007               23501-2280
    Fax: 714/671-7080      Fax: 210/530-4050      Fax: 317/735-6620        Fax: 757/670-4773
</TABLE>
     
 
                                         Fundamental Investors / Prospectus  13
 
<PAGE>
 
 
SHAREHOLDER SERVICES
 
The fund offers you a valuable array of services you can use to alter your
investment program as your needs and circumstances change. These services,
which are summarized below, 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. A COMPLETE DESCRIPTION OF SHAREHOLDER SERVICES AND ACCOUNT
POLICIES IS CONTAINED 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.
 
THE SERVICES DESCRIBED MAY NOT BE AVAILABLE THROUGH SOME RETIREMENT PLANS OR
ACCOUNTS HELD BY INVESTMENT DEALERS. IF YOU ARE INVESTING IN SUCH A MANNER, YOU
SHOULD CONTACT YOUR PLAN ADMINISTRATOR/TRUSTEE OR DEALER ABOUT WHAT SERVICES
ARE AVAILABLE AND WITH QUESTIONS ABOUT YOUR ACCOUNT.
- --------------------------------------------------------------------------------
PURCHASING SHARES
 
HOW TO PURCHASE SHARES
   
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may add to your account through your
dealer or directly through American Funds Service Company by mail, computer,
wire, or bank debit. You may also establish or add to your account by
exchanging shares from any of your other accounts in The American Funds Group.
The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. This includes exchange purchase orders that may
place an unfair burden on other shareholders due to their frequency.    
 
Various purchase options are available as described below, subject to certain
investment minimums and limitations described in the statement of additional
information and "Welcome to the Family."
 
 . Automatic Investment Plan
 
  You may invest monthly or quarterly through automatic withdrawals from your
  bank account.
 
 . Automatic Reinvestment
 
  You may reinvest your dividends and capital gain distributions into the fund
  (with no sales charge). This will be done automatically unless you elect to
  have the dividends and/or capital gain distributions paid to you in cash.
 
 
14    Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
 . Cross-Reinvestment
 
  You may invest your dividends and capital gain distributions into any other
  fund in The American Funds Group.
 
 . Exchange Privilege
   
  You may exchange your shares into other funds in The American Funds Group,
  generally with no sales charge. Exchanges of shares from the money market
  funds that were initially purchased with no sales charge will generally be
  subject to the appropriate sales charge. You may also elect to automatically
  exchange shares among any of the funds in The American Funds Group. Exchange
  requests may be made in writing, by telephone including American
  FundsLine(R), by computer using American FundsLine OnLineSM (see below), or
  by fax. EXCHANGES HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND
  PURCHASES.    
 
 . Retirement Plans
 
  You may invest in the fund through various retirement plans. For further
  information contact your investment dealer or American Funds Distributors.
 
SHARE PRICE
   
The fund's share price, also called net asset value, is determined as of 4:00
p.m. Eastern time (the normal close of trading) every day the New York Stock
Exchange is open. The fund calculates its net asset value per share, generally
using market prices, by dividing the total value of its assets after
subtracting liabilities by the number of its shares outstanding. Shares are
purchased at the offering price next determined after your investment is
received and accepted by American Funds Service Company. The offering price is
the net asset value plus a sales charge, if applicable.    
 
SHARE CERTIFICATES
 
Shares are credited to your account, and certificates are not issued unless you
request them by writing to American Funds Service Company.
   
INVESTMENT MINIMUMS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                        <C>
To establish an account................................................... $250
  For a retirement plan account........................................... $250
  For a retirement plan account through payroll deduction................. $ 25
To add to an account...................................................... $ 50
  For a retirement plan account through payroll deduction................. $ 25
</TABLE>
    
                                         Fundamental Investors / Prospectus  15
 
<PAGE>
 
 
 
SALES CHARGES
 
A sales charge may apply, as described below, when purchasing shares. Sales
charges may be reduced for larger purchases as indicated below.
<TABLE>
<CAPTION>
                                       SALES CHARGE AS A
                                         PERCENTAGE OF
                                      ...................
                                                             DEALER
                                                   NET    CONCESSION AS
                                      OFFERING   AMOUNT   % OF OFFERING
INVESTMENT                              PRICE   INVESTED      PRICE
- --------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>
Less than $50,000                       5.75%     6.10%       5.00%
 ................................................................................
$50,000 but less than $100,000          4.50%     4.71%       3.75%
 ................................................................................
$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 than $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 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 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS MADE BY THESE ACCOUNTS WITHIN ONE YEAR OF
PURCHASE. Investments by retirement plans, foundations or endowments with $50
million or more in assets may be made with no sales charge and are not subject
to a contingent deferred sales charge. 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. Investments by
certain individuals and entities including employees and other associated
persons of dealers authorized to sell shares of the fund and Capital Research
and Management Company and its affiliated companies are not subject to a sales
charge.    
 
ADDITIONAL DEALER COMPENSATION
   
In addition to the concessions listed, 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. American Funds Distributors currently provides
additional compensation to the top 100 dealers who have sold shares of funds in
The American Funds Group based on the pro rata share of a qualifying dealer's
sales.    
 
16     Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
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.
 
 . Aggregation
 
  Investments that may be aggregated include those made by you, your spouse
  and your children under the age of 21, if all parties are purchasing shares
  for their own account(s), including any business account solely "controlled
  by," as well as any retirement plan or trust account solely for the benefit
  of, these individuals. Investments made for multiple employee benefit plans
  of a single employer or "affiliated" employers may be aggregated provided
  they are not also aggregated with individual accounts. Finally, investments
  made by a common trust fund or other diversified pooled account not
  specifically formed for the purpose of accumulating fund shares may be
  aggregated.
 
  Purchases made for nominee or street name accounts will generally not be
  aggregated with those made for other accounts unless qualified as described
  above.
 
 . Concurrent Purchases
 
  You may combine concurrent purchases of two or more funds in The American
  Funds Group, except direct purchases of the money market funds. Shares of
  the money market funds purchased through an exchange, reinvestment or cross-
  reinvestment from a fund having a sales charge do qualify.
 
 . 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 and Bond
  Portfolio for 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.    
 
 . Statement of Intention
 
  You may enter into a non-binding commitment to invest a certain amount
  (which, at your request, may include purchases made during the previous
  90 days) in non-money market fund shares over a 13-month period. A portion
  of your account may be held in escrow to cover additional sales charges that
  may be due if your total investments over the statement period are
  insufficient to qualify for the applicable sales charge reduction.
 
                                         Fundamental Investors / Prospectus  17
 
<PAGE>
 
 
SELLING SHARES
 
HOW TO SELL SHARES
   
You may sell (redeem) shares in your account by contacting your investment
dealer or American Funds Service Company. You may also use American
FundsLine(R) or American FundsLine OnLineSM (see below). In addition, you may
sell shares in amounts of $50 or more automatically. If you sell shares through
your investment dealer you may be charged for this service. Shares held for you
in your dealer's street name must be sold through the dealer.    
   
Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company. Sale requests may be
made in writing, by telephone, including American FundsLine(R), by computer
using American FundsLine OnLineSM, or by fax. Sales by telephone, computer or
fax are limited to $50,000 in accounts registered to individual(s) (including
non-retirement trust accounts). In addition, checks must be made payable to the
registered shareholder(s) and mailed to an address of record that has been used
with the account for at least 10 days.    
   
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
investment.
   
Generally, written requests to sell shares must be signed by you and must
include any shares you wish to sell that are in certificate form. Your
signature must be guaranteed by a member firm of a domestic stock exchange or
the National Association of Securities Dealers, Inc., bank, savings
association, or credit union that is an eligible guarantor institution. A
signature guarantee is not currently required for any sale of $50,000 or less
provided the check is made payable to the registered shareholder(s) and is
mailed to the address of record on the account, and provided the address has
been used with the account for at least 10 days. Additional documentation may
be required for sales of shares held in corporate, partnership or fiduciary
accounts.    
 
18     Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
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. Reinvestment will be at the next calculated net asset value after
receipt and acceptance by American Funds Service Company.
- --------------------------------------------------------------------------------
OTHER IMPORTANT THINGS TO REMEMBER
 
AMERICAN FUNDSLINE(R) AND AMERICAN FUNDSLINE ONLINESM
   
You may check your share balance, the price of your shares, or your most recent
account transactions, sell shares (up to $50,000 per shareholder each day), or
exchange shares around the clock with American FundsLine(R) or American
FundsLine OnLineSM. To use these services, call 800/325-3590 from a
TouchTone(TM) telephone or access The American Funds Web site on the Internet
at www.americanfunds.com.    
 
TELEPHONE AND COMPUTER PURCHASES, SALES AND EXCHANGES
   
Unless you opt out of the telephone or computer (including American
FundsLine(R) or American FundsLine OnLineSM) or fax purchase, sale and/or
exchange options (see below), 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.    
 
Generally, all shareholders are automatically eligible to use these options.
However, you may elect to opt out of these options by writing American Funds
Service Company. (You may also reinstate them at any time by writing to
American Funds Service Company.)
 
ACCOUNT STATEMENTS
   
You will receive regular confirmation statements reflecting transactions in
your account. Dividend and capital gain reinvestments and purchases through
automatic investment plans and certain retirement plans will be confirmed at
least quarterly.    
 
 
                                        Fundamental Investors / Prospectus   19
 
<PAGE>
 
 
NOTES
 
 
 
 
 
20     Fundamental Investors / Prospectus
 
<PAGE>
 
 
NOTES
 
 
 
21  Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
NOTES
 
 
 
22    Fundamental Investors / Prospectus
 
<PAGE>
 
 
NOTES
 
 
 
 
                                         Fundamental Investors / Prospectus  23
 
<PAGE>
 
   
<TABLE>
<CAPTION>
  FOR SHAREHOLDER            FOR RETIREMENT PLAN               FOR DEALER
  SERVICES                   SERVICES                          SERVICES
  <S>                        <C>                               <C>
  American Funds             Call your employer or             American Funds
  Service Company            plan administrator                Distributors
  800/421-0180 ext. 1                                          800/421-9900 ext. 11
</TABLE>
                            FOR 24-HOUR INFORMATION
 
<TABLE>
<S>                                               <C>
       American                                   American Funds
       FundsLine(R)                               Internet Web site
       800/325-3590                               http://www.americanfunds.com
</TABLE>
 
 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 inconsistency 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
 
 Includes financial statements, detailed performance
 information, portfolio holdings, a statement from portfolio
 management 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"). It is incorporated by
 reference into this prospectus and is available along with
 other related materials 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             One Market
                                 Steuart Tower, Suite 1800
                                 San Francisco, CA 94105
This prospectus has been printed on recycled paper.
 
                                           [LOGO OF RECYCLE APPEARS HERE]
    
24    Fundamental Investors / Prospectus
 
<PAGE>
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>
 
 
 
                             [PHOTO APPEARS HERE]
 
                [LOGO OF THE AMERICAN FUNDS GROUP APPEARS HERE]
 
- --------------------------------------------------------------------------------
 
 
                            Fundamental InvestorsSM
 
                                   Prospectus
 
 
 
 
                                 MARCH 1, 1998
 
<PAGE>
 
FUNDAMENTAL INVESTORS, INC.
One Market
Steuart Tower, Suite 1800
San Francisco, CA 94105
===========================================================================
TABLE OF CONTENTS
 
Expenses                                                                  3
 ...........................................................................
Financial Highlights                                                      4
 ...........................................................................
Investment Policies and Risks                                             5
 ...........................................................................
Securities and Investment Techniques                                      5
 ...........................................................................
Multiple Portfolio Counselor System                                       8
 ...........................................................................
Investment Results                                                        9
 ...........................................................................
Dividends, Distributions and Taxes                                       10
 ...........................................................................
Fund Organization and Management                                         11
 ...........................................................................
Shareholder Services                                                     14
 
===========================================================================
 
 
The investment objective of the fund is to increase its shareholders' capital
and income return over time. The fund strives to accomplish this objective by
investing primarily in a diversified portfolio of common stocks, and securities
convertible into common stocks.
 
This prospectus presents information you should know before investing in the
fund. You should keep it on file for future reference.
 
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 DEPOSIT OR OBLIGATION OF, OR INSURED OR GUARANTEED BY, ANY ENTITY OR PERSON
INCLUDING THE U.S. GOVERNMENT AND THE FEDERAL DEPOSIT INSURANCE CORPORATION.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 
10-010-0398
 
 
<PAGE>
 
 
EXPENSES
The effect of the expenses described below is reflected in the fund's share
price and return.
 
You may pay certain shareholder transaction expenses when you buy or sell
shares of the fund. Operating expenses are paid by the fund.
 
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge on purchases
(as a percentage of offering price)                                     5.75%
 ................................................................................
 
SALES CHARGES ARE REDUCED OR ELIMINATED FOR LARGER PURCHASES. There is no sales
charge on reinvested dividends, and no deferred sales charge or redemption or
exchange fees. A contingent deferred sales charge of 1% applies on certain
redemptions made within 12 months following purchases without a sales charge.
 
FUND OPERATING EXPENSES
(as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management fees                                                         0.30%
 ................................................................................
12b-1 expenses                                                          0.23%/1/
 ................................................................................
Other expenses                                                          0.10%
 ................................................................................
Total fund operating expenses                                           0.63%
 
/1/ 12b-1 expenses may not exceed 0.25% of the fund's average net assets
annually.
 
EXAMPLES
 
Assuming a hypothetical annual return of 5% and shareholder transaction and
operating expenses as described above, for every $1,000 you invested, you would
pay the following total expenses over the following periods:
- --------------------------------------------------------------------------------
One year                                                                    $ 64
 ................................................................................
Three years                                                                 $ 77
 ................................................................................
Five years                                                                  $ 91
 ................................................................................
Ten years                                                                   $132
 
THESE EXAMPLES ARE NOT MEANT TO REPRESENT YOUR ACTUAL INVESTMENT RESULTS OR
EXPENSES, WHICH MAY VARY. YOUR EXPENSES WILL BE LESS IF YOU QUALIFY TO PURCHASE
SHARES AT A REDUCED OR NO SALES CHARGE.
 
 
 
                                         Fundamental Investors / Prospectus    3
 
<PAGE>
 
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
The following information for the seven years ended December 31, 1997 has been
audited by Deloitte & Touche llp, independent auditors, and for the three years
ended December 31, 1990 by KPMG Peat Marwick llp, independent auditors. This
table should be read together with the financial statements which are included
in the statement of additional information and annual report.
 
SELECTED PER-SHARE DATA
 
<TABLE>
<CAPTION>
 
                                                YEAR ENDED DECEMBER 31
                                                ......................
                           1997    1996    1995    1994    1993    1992    1991     1990    1989    1988
            ---------------------------------------------------------------------------------------------
<S>                     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
Net asset value,
beginning of year        $24.54  $22.29  $17.50  $18.15  $17.52  $17.47  $14.32   $16.43  $14.60  $13.45
- ---------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income                      .41     .41     .41     .42     .44     .44     .41      .48     .58     .43
 .........................................................................................................
Net realized and
unrealized gain (loss)
on investments             6.00    4.00    5.46    (.18)   2.65    1.27    3.82    (1.52)   3.53    1.65
 .........................................................................................................
Total income (loss)
from investment
operations                 6.41    4.41    5.87     .24    3.09    1.71    4.23    (1.04)   4.11    2.08
- ---------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from
net investment
income                     (.42)   (.40)   (.40)   (.44)   (.43)   (.42)   (.40)    (.49)   (.62)   (.47)
 .........................................................................................................
Distributions from
net realized gains        (3.13)  (1.76)   (.68)   (.45)  (2.03)  (1.24)   (.68)    (.58)  (1.66)   (.46)
 .........................................................................................................
Total distributions       (3.55)  (2.16)  (1.08)   (.89)  (2.46)  (1.66)  (1.08)   (1.07)  (2.28)   (.93)
 .........................................................................................................
Net asset value,
end of year              $27.40  $24.54  $22.29  $17.50  $18.15  $17.52  $17.47   $14.32  $16.43  $14.60
- ---------------------------------------------------------------------------------------------------------
Total return/1/          26.67%  19.99%  34.21%   1.33%  18.16%  10.19%  30.34%  (6.24)%  28.56%  15.95%
- ---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of
year (in millions)      $10,465  $7,165  $4,754  $2,611  $1,979  $1,440  $1,156   $  823  $  758  $  632
 .........................................................................................................
Ratio of expenses to
average net assets         .63%    .66%    .70%    .68%    .65%    .65%    .69%     .70%    .67%    .68%
 .........................................................................................................
Ratio of net income
to average net assets     1.54%   1.78%   2.08%   2.45%   2.43%   2.56%   2.50%    3.15%   3.40%   2.97%
 .........................................................................................................
Average
commissions paid per
share/2/                  4.51c   5.69c   5.95c   6.02c   6.14c   7.53c   7.50c    7.76c   7.80c   7.47c
 .........................................................................................................
Portfolio turnover
rate                     45.09%  39.07%  25.47%  23.02%  29.22%  23.98%  17.07%   11.92%  18.59%   8.09%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
/1/Excludes maximum sales charge of 5.75%.
/2/Brokerage commissions paid on portfolio transactions increase the cost of
  securities purchased or reduce the proceeds of securities sold, and are not
  separately reflected in the fund's statement of operations. Shares traded on
  a principal basis (without commissions), such as most over-the-counter and
  fixed-income transactions, are excluded. Generally, non-U.S. commissions are
  lower than U.S. commissions when expressed as cents per share but higher when
  expressed as a percentage of transactions because of the lower per-share
  prices of many non-U.S. securities.
 
 
4  Fundamental Investors / Prospectus
 
<PAGE>
 
 
- --------------------------------------------------------------------------------
INVESTMENT POLICIES AND RISKS
 
The fund's investment objective is to increase its shareholders' capital and
income return over time.
 
The fund seeks to accomplish this objective by investing primarily in a
diversified portfolio of common stocks and securities convertible into common
stocks. The fund may also invest in straight debt securities that are generally
rated in the top four quality categories by Standard & Poor's Corporation or
Moody's Investors Service, Inc. or unrated but determined to be of equivalent
quality by the fund's investment adviser, Capital Research and Management
Company. Additionally, the fund may hold cash or cash equivalents (such as
commercial paper, commercial bank obligations, and securities of the U.S.
Government, its agencies and instrumentalities), U.S. Government securities, or
nonconvertible preferred stocks. MORE INFORMATION ON THE FUND'S INVESTMENT
POLICIES IS CONTAINED IN ITS STATEMENT OF ADDITIONAL INFORMATION.
 
Investment limitations are considered at the time securities are purchased.
These limits are based on the fund's net assets unless otherwise indicated. The
fund's fundamental investment restrictions (described in the statement of
additional information) and objective may not be changed without shareholder
approval.
 
THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE DUE TO MARKET CONDITIONS AND
OTHER FACTORS. IN ADDITION, THE FUND MAY EXPERIENCE DIFFICULTY LIQUIDATING
CERTAIN PORTFOLIO SECURITIES DURING SIGNIFICANT MARKET DECLINES OR PERIODS OF
HEAVY REDEMPTIONS.
- --------------------------------------------------------------------------------
SECURITIES AND INVESTMENT TECHNIQUES
 
EQUITY SECURITIES
 
Equity securities represent an ownership position in a company. The prices of
equity securities fluctuate based on changes in the financial condition of
their issuers and on market and economic conditions. The fund's results will be
related to the overall market for these securities. Certain securities
purchased by the fund, particularly smaller capitalization stocks, may involve
large price swings and potential for loss.
 
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
 
                                          Fundamental Investors / Prospectus  5
 
<PAGE>
 
- --------------------------------------------------------------------------------
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 5% of its total 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. These securities are commonly known as "high-yield, high-risk" or
"junk" bonds. The market prices of these securities may fluctuate more than
higher quality securities and may decline significantly in periods of general
economic difficulty.
 
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.
 
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.
 
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.
 
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
 
6    Fundamental Investors / Prospectus
 
 
<PAGE>
 
 
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.
 
INVESTING IN VARIOUS COUNTRIES
 
The fund may invest up to 15% of its assets in securities of issuers that are
domiciled outside the U.S. and not included in the Standard & Poor's 500
Composite Index (a broad measure of the U.S. stock market). Investing outside
the U.S. involves special risks, particularly in certain developing countries,
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.
 
CURRENCY TRANSACTIONS
 
The fund can purchase and sell currencies to facilitate securities transactions
and enter into forward currency contracts to hedge against changes in currency
exchange rates. While entering into forward currency transactions could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain which might result from an increase in
the value of the currency. The fund will not generally attempt to protect
against all potential changes in exchange rates.
 
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.
 
                                          Fundamental Investors / Prospectus  7
 
<PAGE>
 
- --------------------------------------------------------------------------------
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
 
The investment philosophy of Capital Research and Management Company is to seek
fundamental values at reasonable prices. Capital Research and Management
Company utilizes a system of multiple portfolio counselors in managing mutual
fund assets. Under this system 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 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 fund
are listed below.
 
<TABLE>
<CAPTION>
                                                                                              YEARS OF EXPERIENCE AS
                                                                                              INVESTMENT PROFESSIONAL
                                                                                                   (APPROXIMATE)
                                                                                          ...................................
                                                      YEARS OF EXPERIENCE                 
                                                    AS PORTFOLIO COUNSELOR                WITH CAPITAL
PORTFOLIO COUNSELORS                               (AND RESEARCH PROFESSIONAL,            RESEARCH AND
        FOR                                           IF APPLICABLE) FOR                  MANAGEMENT  
    FUNDAMENTAL                                     FUNDAMENTAL INVESTORS                 COMPANY OR             TOTAL YEARS 
     INVESTORS        PRIMARY TITLE(S)                   (APPROXIMATE)                    ITS AFFILIATES  
- -----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                                      <C>                    <C>
JAMES E.              President and Director     14 years (plus 5 years as                   21 years             26 years
DRASDO                of the fund.               a research professional 
                      Senior Vice President      prior to becoming a 
                      and Director,              portfolio counselor for 
                      Capital Research           the fund) 
                      and Management              
                      Company
- -----------------------------------------------------------------------------------------------------------------------------
GORDON                Senior Vice President      7 years (plus 13 years as                   27 years             27 years
CRAWFORD              of the fund. Senior        a research professional 
                      Vice President             prior to becoming a 
                      and Director,              portfolio counselor for 
                      Capital Research           the fund) 
                      and Management                        
                      Company                              
- -----------------------------------------------------------------------------------------------------------------------------
DINA N.               Senior Vice President      5 years (plus 1 year as a                    6 years             31 years
PERRY                 of the fund. Senior        research professional 
                      Vice President,            prior to becoming a 
                      Capital Research           portfolio counselor for 
                      and Management             the fund)     
                      Company                              
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE> 
 
8 Fundamental Investors / Prospectus
 
<PAGE>
 
- --------------------------------------------------------------------------------
INVESTMENT RESULTS
The fund may from time to time compare investment results to various indices or
other mutual funds. Fund results may be calculated on a total return, yield
and/or distribution rate basis. Results calculated without a sales charge will
be higher.
 
 . TOTAL RETURN is the change in value of an investment in the fund over a given
  period, assuming reinvestment of any dividends and capital gain
  distributions.
 
 . YIELD is computed by dividing the net investment income per share earned by
  the fund over a given period of time by the maximum offering price per share
  on the last day of the period, according to a formula mandated by the
  Securities and Exchange Commission. A yield calculated using this formula may
  be different than the income actually paid to shareholders.
 
 . DISTRIBUTION RATE reflects dividends that were paid by the fund. The
  distribution rate is calculated by dividing the dividends paid over the last
  12 months by the sum of the month-end price and the capital gain
  distributions paid over the last 12 months.
 
                               INVESTMENT RESULTS
                     (FOR PERIODS ENDED DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
 
AVERAGE                                              LIPPER GROWTH
ANNUAL         THE FUND                                & INCOME
TOTAL           AT NET    THE FUND AT MAXIMUM  S&P       FUNDS
RETURNS:     ASSET VALUE1 SALES CHARGE/1/,/2/  5003    INDEX/4/
- --------------------------------------------------------------------------------
<S>          <C>          <C>                 <C>    <C>
One year        26.67%          19.38%        33.32%    26.96%
 ................................................................................
Five years      19.55%          18.14%        20.23%    18.06%
 ................................................................................
Ten years       17.23%          16.54%        18.01%    16.03%
 ................................................................................
Lifetime/5/     16.50%          16.14%        16.65%    15.55%
</TABLE>
- --------------------------------------------------------------------------------
Yield/1/,/2/: 1.49%
Distribution Rate/2/: 1.30%
 
/1/ Thesefund results were calculated according to a standard formula that is
    required for all stock and bond funds.
/2/ The maximum sales charge has been deducted.
/3/ The Standard & Poor's 500 Index represents stocks. This index is unmanaged
    and does not reflect sales charges, commissions or expenses.
/4/ The Lipper Growth & Income Funds Index is an equally weighted performance
    index, adjusted for capital gain distributions and income dividends, of the
    30 largest qualifying funds. The qualifying funds combine a growth of
    earnings orientation and an income requirement for level and/or rising
    dividends. This index is unmanaged and does not reflect sales charges,
    commissions or expenses.
/5/ For the period August 1, 1978 (when Capital Research and Management Company
    became investment adviser) through December 31, 1978.
 
                                         Fundamental Investors / Prospectus   9
 
<PAGE>
 
- --------------------------------------------------------------------------------
                        FUNDAMENTAL INVESTORS / PROSPECTUS
Here are the fund's annual total returns calculated without a sales charge.
This information is being supplied on a calendar year basis.
[begin bar chart] 
 
<TABLE>
<CAPTION>
                                             FUNDAMENTAL   
                Measurement Period           INVESTORS     
                -------------------          ----------    
                <S>                          <C>           
                FYE  1988                    15.95         
                FYE  1989                    28.56         
                FYE  1990                   - 6.24         
                FYE  1991                    30.34         
                FYE  1992                    10.19         
                FYE  1993                    18.16         
                FYE  1994                     1.33         
                FYE  1995                    34.21         
                FYE  1996                    19.99         
                FYE  1997                    26.67         
</TABLE>
[end bar chart]
Past results are not an indication of future results.
 
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund pays dividends, which may fluctuate, four times a year (usually in
February, May, August and December). Capital gains, if any, are also usually
distributed in December. When a dividend or capital gain is distributed, the
net asset value per share is reduced by the amount of the payment.
 
If a shareholder has elected to receive dividends and/or capital gain
distributions in cash, and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, or the shareholder does
not respond to mailings from American Funds Service Company with regard to
uncashed distribution checks, the shareholder's distribution option will
automatically be converted to having all dividends and other distributions
reinvested in additional shares.
 
FEDERAL TAXES
 
In any fiscal year in which the fund qualifies as a regulated investment
company and distributes to shareholders all of its net investment income and
net capital gains, the fund itself is relieved of federal income tax.
 
                                       10
 
<PAGE>
 
 
Generally, all dividends and capital gains are taxable whether they are
reinvested or received in cash -- unless you are exempt from taxation or
entitled to tax deferral. Early each year, you will be notified as to the
amount and federal tax status of all income distributions paid during the prior
year. Such distributions may also be subject to state or local taxes. 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.
 
This is a brief summary of some of the tax laws that affect your investment in
the fund. Please see the statement of additional information and your tax
adviser for further information.
- --------------------------------------------------------------------------------
FUND ORGANIZATION AND MANAGEMENT
 
FUND ORGANIZATION AND VOTING RIGHTS
 
The fund, an open-end, diversified management investment company, was organized
as a Delaware corporation in 1932 and reorganized as a Maryland corporation in
1990. 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. 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 INVESTMENT ADVISER
 
Capital Research and Management Company, a large and experienced investment
management organization founded in 1931, is the investment
 
                                         Fundamental Investors / Prospectus  11
 
<PAGE>
 
 
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 management fee paid
by the fund to Capital Research and Management Company may not exceed 0.39% of
the fund's average net assets annually and declines at certain asset levels.
The total management fee paid by the fund, as a percentage of average net
assets, for the previous fiscal year is discussed earlier under "Expenses."
 
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.
 
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 board. The 12b-1 fee paid by the fund,
as a percentage of average net assets, for the previous fiscal year is
discussed earlier under "Expenses." 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 sales loads in lieu of
these fees.
 
PORTFOLIO TRANSACTIONS
 
Orders for the fund's portfolio securities transactions are placed by Capital
Research and Management Company, which strives to obtain the best available
prices, taking into account the costs and quality of executions. Fixed-income
securities are generally traded on a "net" basis with a dealer acting as
principal for its own account without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are usually purchased at a fixed price which includes an
amount of compensation to the dealer, generally referred to as a concession or
discount. On occasion, securities may be purchased directly from an issuer, in
which case no commissions or discounts are paid. In the over-the-counter
market, purchases and sales are transacted directly with principal market-
makers except in those circumstances where it appears better prices and
executions are available elsewhere.
 
12    Fundamental Investors / Prospectus
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
Subject to the above policy, when two or more brokers (either directly or
through their correspondent clearing agents) are in a position to offer
comparable prices and executions, preference may be given to brokers who have
sold shares of the fund or have provided investment research, statistical, and
other related services for the benefit of the fund and/or other funds served by
Capital Research and Management Company.
 
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
 
American Funds Distributors, Inc. and American Funds Service Company serve as
the principal underwriter and transfer agent for the fund, respectively. They
are headquartered at 333 South Hope Street, Los Angeles, CA 90071 and 135 South
State College Boulevard, Brea, CA 92821, respectively.
 
                  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
 
                               [MAP APPEARS HERE]
 
<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, Texas     Indianapolis, Indiana    Norfolk, Virginia
    92822-2205             78265-9522             46206-6007               23501-2280
    Fax: 714/671-7080      Fax: 210/530-4050      Fax: 317/735-6620        Fax: 757/670-4773
</TABLE>
 
 
                                         Fundamental Investors / Prospectus  13
 
<PAGE>
 
 
SHAREHOLDER SERVICES
 
The fund offers you a valuable array of services you can use to alter your
investment program as your needs and circumstances change. These services,
which are summarized below, 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. A COMPLETE DESCRIPTION OF SHAREHOLDER SERVICES AND ACCOUNT
POLICIES IS CONTAINED 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.
 
THE SERVICES DESCRIBED MAY NOT BE AVAILABLE THROUGH SOME RETIREMENT PLANS OR
ACCOUNTS HELD BY INVESTMENT DEALERS. IF YOU ARE INVESTING IN SUCH A MANNER, YOU
SHOULD CONTACT YOUR PLAN ADMINISTRATOR/TRUSTEE OR DEALER ABOUT WHAT SERVICES
ARE AVAILABLE AND WITH QUESTIONS ABOUT YOUR ACCOUNT.
- --------------------------------------------------------------------------------
PURCHASING SHARES
 
HOW TO PURCHASE SHARES
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may add to your account through your
dealer or directly through American Funds Service Company by mail, computer,
wire, or bank debit. You may also establish or add to your account by
exchanging shares from any of your other accounts in The American Funds Group.
The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. This includes exchange purchase orders that may
place an unfair burden on other shareholders due to their frequency.
 
Various purchase options are available as described below, subject to certain
investment minimums and limitations described in the statement of additional
information and "Welcome to the Family."
 
 . Automatic Investment Plan
 
  You may invest monthly or quarterly through automatic withdrawals from your
  bank account.
 
 . Automatic Reinvestment
 
  You may reinvest your dividends and capital gain distributions into the fund
  (with no sales charge). This will be done automatically unless you elect to
  have the dividends and/or capital gain distributions paid to you in cash.
 
 
14    Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
 . Cross-Reinvestment
 
  You may invest your dividends and capital gain distributions into any other
  fund in The American Funds Group.
 
 . Exchange Privilege
 
  You may exchange your shares into other funds in The American Funds Group,
  generally with no sales charge. Exchanges of shares from the money market
  funds that were initially purchased with no sales charge will generally be
  subject to the appropriate sales charge. You may also elect to automatically
  exchange shares among any of the funds in The American Funds Group. Exchange
  requests may be made in writing, by telephone including American
  FundsLine(R), by computer using American FundsLine OnLineSM (see below), or
  by fax. EXCHANGES HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND
  PURCHASES.
 
 . Retirement Plans
 
  You may invest in the fund through various retirement plans. For further
  information contact your investment dealer or American Funds Distributors.
 
SHARE PRICE
 
The fund's share price, also called net asset value, is determined as of 4:00
p.m. Eastern time (the normal close of trading) every day the New York Stock
Exchange is open. The fund calculates its net asset value per share, generally
using market prices, by dividing the total value of its assets after
subtracting liabilities by the number of its shares outstanding. Shares are
purchased at the offering price next determined after your investment is
received and accepted by American Funds Service Company. The offering price is
the net asset value plus a sales charge, if applicable.
 
SHARE CERTIFICATES
 
Shares are credited to your account, and certificates are not issued unless you
request them by writing to American Funds Service Company.
 
INVESTMENT MINIMUMS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                        <C>
To establish an account................................................... $250
  For a retirement plan account........................................... $250
  For a retirement plan account through payroll deduction................. $ 25
To add to an account...................................................... $ 50
  For a retirement plan account through payroll deduction................. $ 25
</TABLE>
 
                                         Fundamental Investors / Prospectus  15
 
<PAGE>
 
 
 
SALES CHARGES
 
A sales charge may apply, as described below, when purchasing shares. Sales
charges may be reduced for larger purchases as indicated below.
<TABLE>
<CAPTION>
                                       SALES CHARGE AS A
                                         PERCENTAGE OF
                                      ...................
                                                             DEALER
                                                   NET    CONCESSION AS
                                      OFFERING   AMOUNT   % OF OFFERING
INVESTMENT                              PRICE   INVESTED      PRICE
- --------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>
Less than $50,000                       5.75%     6.10%       5.00%
 ................................................................................
$50,000 but less than $100,000          4.50%     4.71%       3.75%
 ................................................................................
$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 than $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 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 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS MADE BY THESE ACCOUNTS WITHIN ONE YEAR OF
PURCHASE. Investments by retirement plans, foundations or endowments with $50
million or more in assets may be made with no sales charge and are not subject
to a contingent deferred sales charge. 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. Investments by
certain individuals and entities including employees and other associated
persons of dealers authorized to sell shares of the fund and Capital Research
and Management Company and its affiliated companies are not subject to a sales
charge.
 
ADDITIONAL DEALER COMPENSATION
 
In addition to the concessions listed, 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. American Funds Distributors currently provides
additional compensation to the top 100 dealers who have sold shares of funds in
The American Funds Group based on the pro rata share of a qualifying dealer's
sales.
 
16     Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
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.
 
 . Aggregation
 
  Investments that may be aggregated include those made by you, your spouse
  and your children under the age of 21, if all parties are purchasing shares
  for their own account(s), including any business account solely "controlled
  by," as well as any retirement plan or trust account solely for the benefit
  of, these individuals. Investments made for multiple employee benefit plans
  of a single employer or "affiliated" employers may be aggregated provided
  they are not also aggregated with individual accounts. Finally, investments
  made by a common trust fund or other diversified pooled account not
  specifically formed for the purpose of accumulating fund shares may be
  aggregated.
 
  Purchases made for nominee or street name accounts will generally not be
  aggregated with those made for other accounts unless qualified as described
  above.
 
 . Concurrent Purchases
 
  You may combine concurrent purchases of two or more funds in The American
  Funds Group, except direct purchases of the money market funds. Shares of
  the money market funds purchased through an exchange, reinvestment or cross-
  reinvestment from a fund having a sales charge do qualify.
 
 . 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 and Bond
  Portfolio for 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.
 
 . Statement of Intention
 
  You may enter into a non-binding commitment to invest a certain amount
  (which, at your request, may include purchases made during the previous
  90 days) in non-money market fund shares over a 13-month period. A portion
  of your account may be held in escrow to cover additional sales charges that
  may be due if your total investments over the statement period are
  insufficient to qualify for the applicable sales charge reduction.
 
                                         Fundamental Investors / Prospectus  17
 
<PAGE>
 
 
SELLING SHARES
 
HOW TO SELL SHARES
 
You may sell (redeem) shares in your account by contacting your investment
dealer or American Funds Service Company. You may also use American
FundsLine(R) or American FundsLine OnLineSM (see below). In addition, you may
sell shares in amounts of $50 or more automatically. If you sell shares through
your investment dealer you may be charged for this service. Shares held for you
in your dealer's street name must be sold through the dealer.
 
Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company. Sale requests may be
made in writing, by telephone, including American FundsLine(R), by computer
using American FundsLine OnLineSM, or by fax. Sales by telephone, computer or
fax are limited to $50,000 in accounts registered to individual(s) (including
non-retirement trust accounts). In addition, checks must be made payable to the
registered shareholder(s) and mailed to an address of record that has been used
with the account for at least 10 days.
 
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
investment.
 
Generally, written requests to sell shares must be signed by you and must
include any shares you wish to sell that are in certificate form. Your
signature must be guaranteed by a member firm of a domestic stock exchange or
the National Association of Securities Dealers, Inc., bank, savings
association, or credit union that is an eligible guarantor institution. A
signature guarantee is not currently required for any sale of $50,000 or less
provided the check is made payable to the registered shareholder(s) and is
mailed to the address of record on the account, and provided the address has
been used with the account for at least 10 days. Additional documentation may
be required for sales of shares held in corporate, partnership or fiduciary
accounts.
 
18     Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
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. Reinvestment will be at the next calculated net asset value after
receipt and acceptance by American Funds Service Company.
- --------------------------------------------------------------------------------
OTHER IMPORTANT THINGS TO REMEMBER
 
AMERICAN FUNDSLINE(R) AND AMERICAN FUNDSLINE ONLINESM
 
You may check your share balance, the price of your shares, or your most recent
account transactions, sell shares (up to $50,000 per shareholder each day), or
exchange shares around the clock with American FundsLine(R) or American
FundsLine OnLineSM. To use these services, call 800/325-3590 from a
TouchTone(TM) telephone or access The American Funds Web site on the Internet
at www.americanfunds.com.
 
TELEPHONE AND COMPUTER PURCHASES, SALES AND EXCHANGES
 
Unless you opt out of the telephone or computer (including American
FundsLine(R) or American FundsLine OnLineSM) or fax purchase, sale and/or
exchange options (see below), 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.
 
Generally, all shareholders are automatically eligible to use these options.
However, you may elect to opt out of these options by writing American Funds
Service Company. (You may also reinstate them at any time by writing to
American Funds Service Company.)
 
ACCOUNT STATEMENTS
 
You will receive regular confirmation statements reflecting transactions in
your account. Dividend and capital gain reinvestments and purchases through
automatic investment plans and certain retirement plans will be confirmed at
least quarterly.
 
 
                                        Fundamental Investors / Prospectus   19
 
<PAGE>
 
 
NOTES
 
 
 
 
 
20     Fundamental Investors / Prospectus
 
<PAGE>
 
 
NOTES
 
 
 
21  Fundamental Investors / Prospectus
 
<PAGE>
 
 
 
NOTES
 
 
 
22    Fundamental Investors / Prospectus
 
<PAGE>
 
 
NOTES
 
 
 
 
                                         Fundamental Investors / Prospectus  23
 
<PAGE>
 
 
<TABLE>
<CAPTION>
  FOR SHAREHOLDER            FOR RETIREMENT PLAN               FOR DEALER
  SERVICES                   SERVICES                          SERVICES
  <S>                        <C>                               <C>
  American Funds             Call your employer or             American Funds
  Service Company            plan administrator                Distributors
  800/421-0180 ext. 1                                          800/421-9900 ext. 11
</TABLE>
                            FOR 24-HOUR INFORMATION
 
<TABLE>
<S>                                               <C>
       American                                   American Funds
       FundsLine(R)                               Internet Web site
       800/325-3590                               http://www.americanfunds.com
</TABLE>
 
 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 inconsistency 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
 
 Includes financial statements, detailed performance
 information, portfolio holdings, a statement from portfolio
 management 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"). It is incorporated by
 reference into this prospectus and is available along with
 other related materials 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             One Market
                                 Steuart Tower, Suite 1800
                                 San Francisco, CA 94105
This prospectus has been printed on recycled paper.
 
                                           [LOGO OF RECYCLE APPEARS HERE]
 
24    Fundamental Investors / Prospectus
 
 
<PAGE>
 
                         FUNDAMENTAL INVESTORS, INC.
                                   Part B
                      Statement of Additional Information
                                 MARCH 1, 1998    
   
This document is not a prospectus but should be read in conjunction with the
current prospectus of Fundamental Investors, Inc. (the "fund" or "FI") dated
March 1, 1998.  The prospectus may be obtained from your investment dealer or
financial planner or by writing to the fund at the following address:    
 
                            Fundamental Investors, Inc.
                              Attention:  Secretary
                                   One Market
                            Steuart Tower, Suite 1800
                            San Francisco, CA  94105
                           Telephone:  (415) 421-9360
 
Shareholders who purchase shares at net asset value through eligible retirement
plans should note that not all of the services or features described below may
be available to them, and they should contact their employer for details.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
ITEM                                                              PAGE NO.   
 
                                                                             
 
<S>                                                               <C>        
DESCRIPTION OF CERTAIN SECURITIES                                    1       
 
CERTAIN RISK FACTORS RELATING TO HIGH-YIELD, HIGH-RISK BONDS         2       
 
FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS                     3       
 
FUND OFFICERS AND DIRECTORS                                          5       
 
MANAGEMENT                                                          10       
 
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES                          12       
 
PURCHASE OF SHARES                                                  15       
 
REDEEMING SHARES                                                    22       
 
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES                         23       
 
EXECUTION OF PORTFOLIO TRANSACTIONS                                 25       
 
GENERAL INFORMATION                                                 25       
 
INVESTMENT RESULTS                                                  27       
 
DESCRIPTION OF BOND RATINGS                                         32       
 
FINANCIAL STATEMENTS                                              ATTACHED   
 
</TABLE>
 
                       DESCRIPTION OF CERTAIN SECURITIES
 
THE DESCRIPTIONS BELOW ARE INTENDED TO SUPPLEMENT THE MATERIAL IN THE
PROSPECTUS UNDER "INVESTMENT POLICIES AND RISKS."
 
U.S. GOVERNMENT SECURITIES - From time to time, the fund may invest in 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.  In these securities, the payment of principal
and interest is unconditionally guaranteed by the U.S. Government, and thus
they are of the highest possible credit quality.  Such securities are subject
to variations in market value due to fluctuations in interest rates, but, if
held to maturity, will be paid in full.
 
Certain securities issued by U.S. government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury.  However, such securities  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.  These agencies and instrumentalities
include, but are not limited to, Federal Land Banks, Farmers Home
Administration, Central Bank for Cooperatives, and Federal Intermediate Credit
Banks.
 
CASH EQUIVALENTS - The fund invests in various high-quality money market
instruments that mature, or may be redeemed or resold, in 13 months or less (25
months in the case of U.S. government securities).  These  include (1)
commercial paper (notes issued by corporations or governmental bodies), (2)
commercial bank obligations (for example, certificates of deposit and banker's
acceptances (time drafts on a commercial bank where the bank accepts an
irrevocable obligation to pay at maturity), (3) savings association and savings
bank obligations (for example, certificates of deposit issued by savings banks
or savings and loan associations), (4) securities of the U.S. government, its
agencies or instrumentalities that at purchase mature, or may be redeemed, in
one year or less, and (5) corporate bonds and notes. that at purchase mature,
or that may be redeemed, in one year or less.
 
CURRENCY TRANSACTIONS -- The fund has the ability to enter into forward
currency contracts to protect against changes in currency exchange rates.  A
forward currency contract is an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract.  The fund 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 Internal Revenue 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.  
 
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.   If the seller under the repurchase agreement
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.  For purposes of Investment Restriction number five, under
"Investment Restrictions" below, repurchase agreements maturing in excess of
seven days are considered not readily marketable.  The fund does not currently
intend (at least for the next 12 months) to invest in repurchase agreements.
 
          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 of high-yield, high-risk bonds.
 
PAYMENT EXPECTATIONS - High-yield, high-risk bonds, like other 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 it will with all bonds.
 
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.
   
The fund's investment adviser, Capital Research and Management Company (the
"Investment Adviser"), attempts to reduce the fund's 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.  The fund's investment
policy with respect to investing in high-yield, high-risk securities is a
"non-fundamental" policy and thus, may be changed by the board of directors at
any time.  It is contemplated that most of the fund's common stock investments
will be made in securities that are listed on a stock exchange.    
 
                FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS
 
The fund has adopted certain fundamental policies and investment restrictions
for the protection of the fund's shareholders that may not be changed without
shareholder approval.  (Approval requires the affirmative vote of 67% or more
of the voting securities present at a meeting of shareholders, provided more
than 50% of such securities are represented at the meeting or the vote of more
than 50% of the outstanding voting securities, whichever is less.)
 
The fund may not:
 
 1.  borrow money or securities;
 
 2.  buy securities "on margin";
 
 3.  effect "short sales" of securities; 
 4.  mortgage, pledge or hypothecate securities; 
 
 5.  lend money or securities (but the purchase of a portion of an issue of
publicly distributed debt securities is not considered the making of a loan);
 
 6.  invest in the securities of any issuer which, including predecessors, has
a record of less than three years continuous operation; 
 
 7.  invest in the securities of any issuer if any officer or director of the
fund owns more than 1/2 of 1% of the securities of that issuer or if the fund's
officers and directors together own more than 5% of the securities of that
issuer; 
 
 8.  invest any of its assets in the securities of any managed investment trust
or of any other managed investment company;
 
 9.  invest more than 5% of its total assets at the market value at the time of
investment in securities of any one issuer, or hold more than 10% of such
securities of any one issuer, but these limitations do not apply to obligations
of or guaranteed by the U.S.; 
 
 10.  purchase or sell real estate; 
 
 11.  purchase or sell commodities or commodity contracts; 
 
 12.  act as underwriter of securities issued by other persons; 
 
 13. make investments in other companies for the purpose of exercising control
or management; 
 
 14.  concentrate its investments in any one industry or group of industries,
but may invest up to 25% of its assets in any one industry.
 
Notwithstanding investment restriction number 8, 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.
 
For purposes of investment restriction number 14, the fund will not invest 25%
or more (rather than more than 25%) of its total assets in the securities of
issuers in the same industry.
 
Although not fundamental policies, the fund has further agreed that it will not
invest more than 5% of the value of the fund's assets in warrants, valued at
the lower of cost or market, with no more than 2% being unlisted on the New
York or American Stock Exchanges (warrants acquired by the fund in units or
attached to securities may be deemed to be without value); or invest in puts or
calls, or in oil, gas or other mineral exploration programs; or invest more
than 10% of the value of its total assets in securities which are not readily
marketable (including repurchase agreements maturing in more than seven days or
securities for which there is no active and substantial market).  In addition,
in connection with investment restriction number 10 above, the fund has
undertaken to the State of Texas that it will not, as a matter of
non-fundamental policy, purchase or sell limited partnerships in real estate
(excluding securities of companies, such as real estate investment trusts,
which deal in real estate or interests therein).
 
No officer or director of the fund may sell portfolio securities to the fund or
buy portfolio securities from it.
 
                          FUND OFFICERS AND DIRECTORS
 
                     Directors and Director Compensation 
         (with their principal occupations during the past five years)#
   
<TABLE>
<CAPTION>
NAME,                     POSITION       PRINCIPAL OCCUPATION(S)   AGGREGATE             TOTAL               TOTAL         
ADDRESS                   WITH           DURING PAST 5 YEARS       COMPENSATION          COMPENSATION        NUMBER OF     
AND AGE                   REGISTRANT     (POSITIONS WITHIN THE     (INCLUDING            (INCLUDING          FUND          
                                         ORGANIZATIONS LISTED      VOLUNTARILY           VOLUNTARILY         BOARDS ON     
                                         MAY HAVE CHANGED DURING   DEFERRED              DEFERRED            WHICH         
                                         THIS PERIOD)              COMPENSATION /1/)     COMPENSATION/1/)    DIRECTOR      
                                                                   FROM FUND DURING      FROM ALL FUNDS      SERVES/2/     
                                                                   FISCAL YEAR ENDED     MANAGED BY                        
                                                                   12/31/97              CAPITAL                           
                                                                                         RESEARCH AND                      
                                                                                         MANAGEMENT                        
                                                                                         COMPANY/2/                        
 
<S>                       <C>            <C>                       <C>                   <C>                 <C>           
Guilford C. Babcock       Director       Associate Professor of    $16,400/3/            $31,600             3             
1575 Circle Drive                        Finance, School of                                                                
San Marino, CA 91108                     Business                                                                          
Age:  66                                 Administration,                                                                   
                                         University of Southern                                                            
                                         California                                                                        
 
Charles H. Black          Director       Private investor and      $15,900               $122,300            4             
525 Alma Real Drive                      consultant; former                                                                
Pacific Palisades, CA                    Executive Vice                                                                    
90272                                    President and Director,                                                           
Age: 71                                  KaiserSteel Corporation                                                           
 
+James E. Drasdo          President,     Senior Vice President     none/5/               none/5/             1             
333 South Hope Street     PEO and        and Director, Capital                                                             
Los Angeles, CA 90071     Director       Research and Management                                                           
Age: 53                                  Company                                                                           
 
Robert A. Fox             Director       President and Chief       none/4/               $89,050             6             
P. O. Box 457                            Executive Officer,                                                                
Livingston, CA 95334                     Foster Farms                                                                      
Age: 60                                                                                                                    
 
Roberta L. Hazard         Director       Consultant, Rear          none/4/               $50,000             4             
1419 Audmar Drive                        Admiral, United States                                                            
McLean, VA 22101                         Navy (Retired)                                                                    
Age: 62                                                                                                                    
 
Leonade D. Jones          Director       Former Treasurer; The     none/4/               $82,000             6             
1536 Los Montes Drive                    Washington Post Company                                                            
Burlingame, CA 94010                                                                                                       
Age: 50                                                                                                                    
 
John G. McDonald          Director       The IBJ Professor of      none/4/               $162,400            7             
Graduate School of                       Finance, Graduate                                                                 
Business                                 School of Business,                                                               
Stanford University                      Stanford University                                                               
Stanford, CA  94305                                                                                                        
Age: 60                                                                                                                    
 
Gail L. Neale             Director       President, The Lovejoy    $16,700/3/            $57,300             5             
The Lovejoy Consulting                   Consulting Group, Inc.;                                                           
Group, Inc.                              former Executive Vice                                                             
154 Prospect Parkway                     President, Salzburg                                                               
Burlington, VT 05401                     Seminar                                                                           
Age: 63                                                                                                                    
 
+James W. Ratzlaff        Director       Senior Partner, The       none/5/               none/5/             8             
333 South Hope Street                    Capital Group Partners,                                                           
Los Angeles, CA 90071                    L.P.                                                                              
Age: 61                                                                                                                    
 
Henry E. Riggs            Director       President, Keck           $16,600/3/            $90,350                           
Keck Graduate Institute                  Graduate Institute of                                               5             
of Applied Life                          Applied Life Sciences;                                                            
Sciences                                 former President and                                                              
1263 Dartmouth                           Professor of                                                                      
Claremont, CA 91711                      Engineering, Harvey                                                               
Age:  63                                 Mudd College                                                                      
 
+James F. Rothenberg      Director       President and Director,   none/5/               none/5/             3             
333 South Hope Street                    Capital Research and                                                              
Los Angeles, CA 90071                    Management Company                                                                
Age: 51                                                                                                                    
 
Patricia K. Woolf         Director       Private investor;         none/4/               $91,450             6             
506 Quaker Road                          Lecturer, Department of                                                           
Princeton, NJ 08540                      Molecular Biology,                                                                
Age: 63                                  Princeton University                                                              
 
</TABLE>
    
# Positions within the organizations listed may have changed during this
period.
 
+ Directors who are considered "interested persons as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), on the basis of their
affiliation with the fund's Investment Adviser, Capital Research and Management
Company.
 
/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, Inc., 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 serves as the underlying investment vehicle for certain
variable insurance contracts; and Bond Portfolio for Endowments, Inc. and
Endowments, Inc. whose shares may be owned only by tax-exempt organizations.
   
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the fund (plus earnings thereon) for participating Directors is as
follows: Guilford C. Babcock ($77,322), Gail L. Neale ($49,425), and Henry E.
Riggs ($84,635.  Amounts deferred and accumulated earnings thereon are not
funded and are general unsecured liabilities of the fund until paid to the
Director.
 
/4/ Robert A. Fox, Roberta L. Hazard, Leonade D. Jones, John G. McDonald, and
Patricia K. Woolf were elected Directors by the shareholders on February 26,
1998.
 
/5/ James E. Drasdo, James W. Ratzlaff, and James F. Rothenberg are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
fund.    
 
                                       Officers
             (with their principal occupations during the past five years)#
   
<TABLE>
<CAPTION>
<S>                        <C>     <C>              <C>                            
NAME AND ADDRESS           AGE     POSITION(S) HELD  PRINCIPAL OCCUPATION(S) DURING    
                                   WITH REGISTRANT   PAST 5 YEARS                   
 
Gordon Crawford            51      Senior Vice      Capital Research and Management   
333 South Hope Street              President        Company, Senior Vice President and   
Los Angeles, CA 90071                               Director                       
 
Paul G. Haaga, Jr.         49      Senior Vice      Capital Research and Management   
333 South Hope Street              President        Company, Executive Vice President and   
Los Angeles, CA 90071                               Director                       
 
Dina N. Perry              52      Senior Vice      Capital Research and Management   
3000 K Street, N.W.,               President        Company, Senior Vice President   
Suite 230                                                                          
Washington, D.C. 20007-5124                                                           
 
Michael T. Kerr            38      Vice President   Capital Research Company, Executive   
333 South Hope Street                               Vice President and Research Director   
Los Angeles, CA 90071                                                              
 
Julie F. Williams          49      Secretary        Capital Research and Management   
333 South Hope Street                               Company, Vice President - Fund Business   
Los Angeles, CA 90071                               Management Group               
 
Patrick F. Quan            39      Assistant        Capital Research and Management   
One Market, Steuart Tower,         Secretary        Company, Vice President - Fund Business   
Suite 1800                                          Management Group               
San Francisco, CA 94105                                                            
 
Mary C. Hall               40      Treasurer        Capital Research and Management   
135 South State College Blvd.                       Company, Senior Vice President - Fund   
Brea, CA 92821                                      Business Management Group      
 
Robert P. Simmer           36      Assistant        Capital Research and Management   
5300 Robin Hood Road               Treasurer        Company, Vice President - Fund Business   
Norfolk, VA 23513                                   Management Group               
 
</TABLE>
    
 
# Positions within the organizations listed may have changed during this time.
   
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 compensation paid by the fund to directors who are not
affiliated with the Investment Adviser is $11,000 per annum, plus $800 for each
Board of Directors meeting attended, plus $400 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, 1998 the officers and directors of the fund 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  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 more than $175 billion of stocks,
bonds and money market instruments and serves 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 Advisory Agreement) between the fund and the Investment Adviser,
dated as of December 1, 1991 and approved by shareholders on November 14, 1991,
shall be in effect until the close of business on August 31, 1998, 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 of the
fund, or by the vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the fund, and (ii) the vote of a majority of
directors who are not parties to the Advisory Agreement or interested persons
(as defined in said Act) of any such party, cast in person, at a meeting called
for the purpose of voting on such approval.  The Advisory 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 Advisory Agreement
automatically terminates in the event of its assignment (as defined in said
Act).    
 
The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform the executive, administrative, clerical and bookkeeping functions of
the fund, provides suitable office space, necessary small office equipment and
utilities, and provides general purpose accounting forms, supplies, and postage
used at the offices of the fund relating to the services furnished by the
Investment Adviser.  The fund pays all expenses not specifically assumed by the
Investment Adviser as provided herein.  Such expenses shall include, but shall
not be 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 of the fund (including stock
certificates, registration and qualification fees and expenses); expenses
pursuant to the fund's Plan of Distribution (described below); legal and
auditing expenses; compensation, fees, and expenses paid to directors;
association dues; costs of stationery and forms prepared exclusively for the
fund; and costs of assembling and storing shareholder account data.
 
The Advisory Agreement provides for an advisory fee reduction to the extent
that the fund's annual ordinary operating expenses exceed 1% of the average net
assets of the fund.  Expenses which are not subject to this limitation are
interest, taxes, and extraordinary expenses.  Expenditures, including costs
incurred in connection with the purchase or sale of portfolio securities, which
are capitalized in accordance with generally accepted accounting principles
applicable to investment companies, are accounted for as capital items and not
as expenses.
   
The management fee is based on an annual rate of 0.39% on the first $800
million of the fund's net assets, plus 0.336% on net assets over $800 million
to $1.8 billion, plus 0.30% on net assets over $1.8 billion to $3 billion, plus
0.276% on net assets over $3 billion.  During the fiscal years ended December
31, 1997, 1996, and 1995, the Investment Adviser received from the fund
advisory fees of $26,675,000, $18,267,000, and $11,787,000, respectively.    
   
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the Principal Underwriter of the fund's shares.  The fund has
adopted a Plan of Distribution (the "Plan"), pursuant to rule 12b-1 (see
"Principal Underwriter" in the prospectus).  The Principal Underwriter receives
amounts payable pursuant to the Plan (described 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,
1997, amounted to $8,356,000 after allowance of $41,667,000 to dealers.  During
the fiscal years ended December 31, 1996 and 1995, the Principal Underwriter
retained $7,993,000 and $5,718,000  after allowance of $40,389,000 and
$29,762,000to dealers, 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 may, due to
present or past affiliations with the Investment Adviser and related companies,
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 are committed to the discretion of the
directors who are not interested persons during the existence of the Plan.  The
Plan is reviewed quarterly and must be renewed annually by the Board of
Directors.  
   
Under the Plan the fund may expend up to 0.25% of its 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 (the "Code") including a "401(k)
plan with 100 or more eligible employees).  Since these fees are paid out of
the fund's assets on an ongoing basis over time these fees will increase the
cost of an investment and may cost the investor more than paying other types of
sales loads.  During the year ended December 31, 1997, the fund paid or accrued
$20,321,000 under the Plan as compensation to dealers.  As of December 31,
1997, distribution expenses accrued and unpaid distribution expenses were
$1,447,000.    
 
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 
Code .  Under Subchapter M, if the fund distributes within specified times at
least 90% of its investment company taxable income, it will be taxed only on
that portion of such investment company taxable income that it retains.    
   
To qualify, the fund must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, and
gains from the sale or other disposition of stock, securities, currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; (b) diversify its holdings so that, at the end of
each fiscal quarter, (i) at least 50% of the market value of the fund's assets
is represented by cash, cash items, U.S. Government securities, securities of
other regulated investment companies, and other securities (but such other
securities must be limited, in respect of any one issuer, to an amount not
greater than 5% of the fund's assets and 10% of the outstanding voting
securities of such issuer), and (ii) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or in two or more issuers which the fund controls and which are
engaged in the same or similar trades or businesses or related trades or
businesses.    
 
Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gains (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
capital gain net income and (ii) any amount on which the fund pays income tax
for the year.  The fund intends to distribute net investment income and net
capital gains so as to minimize or avoid the excise tax liability.
   
The fund also intends to distribute to shareholders all of the excess of net
long-term capital gain over net short-term capital loss on sales of securities. 
If the net asset value of shares of the fund should, by reason of a
distribution of realized capital gains, be reduced below a shareholder's cost,
such distribution would 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.    
 
Corporate shareholders of the fund may be eligible for the dividends-received
deduction on the dividends (excluding the net capital gains dividends) paid by
the fund to the extent that the fund's income is derived from dividends (which,
if received directly, would qualify for such deduction) received from domestic
corporations.  In order to quality for the dividends-received deduction, a
corporate shareholder must hold the fund shares paying the dividends upon which
the deduction is based for at least 46 days. 
 
Dividends generally are taxable to shareholders at the time they are paid. 
However, dividends 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.    
 
The fund may be required to pay withholding and other taxes imposed by foreign
countries generally at rates from 10% to 40% which would reduce the fund's
investment income.  Tax conventions between certain countries and the United
States may reduce or eliminate such taxes.  It is not anticipated that
shareholders will be entitled to take a foreign tax credit or deduction for
such foreign taxes.  Corporate shareholders of the fund will be eligible for
the dividends-received deduction on the dividends (excluding the net capital
gain dividends) paid by the fund to the extent the fund's income is derived
from dividends received from domestic corporations.  In order to qualify for
the dividends-received deduction, a corporate shareholder must hold the fund
shares on which the dividends are paid for at least 46 days.
 
Under the Code, distributions of net investment income by the fund to a
shareholder who, as to the U.S., is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation or foreign
partnership (a "foreign shareholder") will be subject to U.S. withholding tax
(at a rate of 30% or lower treaty rate).  Withholding will not apply if a
dividend paid by the fund to a non-U.S. shareholder is "effectively connected"
with a U.S. trade or business, in which case the reporting and withholding
requirements applicable to U.S. citizens, U.S. residents or domestic
corporations will apply.  However, if the distribution is effectively connected
with the conduct of the non-U.S. shareholder's trade or business within the
U.S., the distribution would be included in the net income of the shareholder
and subject to U.S. income tax at the applicable marginal rate.  Distributions
of capital gains not effectively connected with a U.S. trade or business are
not subject to the withholding, but if the non-U.S. shareholder was an
individual who was physically present in the U.S. during the tax year for more
than 182 days and such shareholder is nonetheless treated as a nonresident
alien, the distributions would be subject to a 30% tax. 
   
As of the date of this statement of additional information, the maximum federal
individual stated tax rate applicable to ordinary income is 39.6% (effective
tax rates may be higher for some individuals due to phase out of exemptions and
elimination of deductions); the maximum individual tax rate applicable to net
capital gains on assets held more than 18 months is 20%, and on assets held
more than one year and not more than 18 months is 28%; 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 income in excess of $100,000 for a taxable year will be
required to pay an additional income tax liability of up to $11,700 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 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 an Individual Retirement Account ("IRA") each year
(prior to the tax return filing deadline for the year) whereby earnings on
investments are tax-deferred.  In addition, in some cases, the IRA contribution
itself may be deductible.    
 
The foregoing is limited to a summary of federal taxation and should not be
viewed as a comprehensive discussion of all provisions of the Code relevant to
investors.  Dividends and capital gain distributions may also be subject to
state or local taxes.  Investors are urged to consult their tax advisers with
specific reference to their own tax situations.
 
                               PURCHASE OF SHARES
   
<TABLE>
<CAPTION>
<S>            <C>                                <C>                                    
METHOD         INITIAL INVESTMENT                 ADDITIONAL INVESTMENTS                 
 
               See "Investment Minimums and       $50 minimum (except where a lower minimum is   
               Fund Numbers" for initial          noted under "Investment Minimums and Fund   
               investment minimums.               Numbers").                             
 
By contacting   Visit any investment dealer who   Mail directly to your investment dealer's address   
your           is registered in the state where   printed on your account statement.     
investment     the purchase is made and who                                          
dealer         has a sales agreement with                                          
               American Funds Distributors.                                          
 
By mail        Make your check payable to the      Fill out the account additions form at the bottom of   
               fund and mail to the address        a recent account statement, make your check   
               indicated on the account            payable to the fund, write your account number on   
               application.  Please indicate an    your check, and mail the check and form in the   
               investment dealer on the account    envelope provided with your account statement.   
               application.                                                       
 
By telephone   Please contact your investment      Complete the "Investments by Phone" section on   
               dealer to open account, then        the account application or American FundsLink    
               follow the procedures for           Authorization Form.  Once you establish the   
               additional investments.             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 "Shareholder   
                                                   Account Services and Privileges - Telephone and   
                                                   Computer Redemptions and Exchanges" below).   
 
By computer    Please contact your investment      Complete the American FundsLink Authorization   
               dealer to open account, then        Form.  Once you establish the privilege, you, your   
               follow the procedures for           financial advisor or any person with your account   
               additional investments.             information may access American FundsLine   
                                                   OnLine(SM) on the Internet and make investments   
                                                   by computer (subject to conditions noted in   
                                                   "Shareholder Account Services and Privileges -   
                                                   Telephone and Computer Purchases, Redemptions   
                                                   and Exchanges" below).                 
 
By wire        Call 800/421-0180 to obtain your    Your bank should wire your additional investments   
               account number(s), if necessary.    in the same manner as described under "Initial   
               Please indicate an investment       Investment."                           
               dealer on the account.  Instruct                                          
               your bank to                                                       
               wire funds to:                                                     
               Wells Fargo Bank                                                   
               155 Fifth Street                                                   
               Sixth Floor                                                        
               San Francisco, CA 94106                                            
               (ABA #121000248)                                                   
               For credit to the account of:                                          
               American Funds Service                                             
               Company                                                            
               a/c #4600-076178                                                   
               (fund name)                                                        
               (your fund acct. no.)                                              
 
THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER.                                           
                          
 
</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>
<S>                                          <C>                     <C>         
FUND                                         MINIMUM                 FUND        
                                             INITIAL                 NUMBER      
                                             INVESTMENT                          
 
STOCK AND STOCK/BOND FUNDS                                                       
 
AMCAP Fund(R)                               $1,000                  02          
 
American Balanced Fund(R)                      500                  11          
 
American Mutual Fund(R)                        250                  03          
 
Capital Income Builder(R)                    1,000                  12          
 
Capital World Growth and Income Fund(SM)     1,000                  33          
 
EuroPacific Growth Fund(R)                     250                  16          
 
Fundamental Investors(SM)                      250                  10          
 
The Growth Fund of America(R)                1,000                  05          
 
The Income Fund of America(R)                1,000                  06          
 
The Investment Company of America(R)           250                  04          
 
The New Economy Fund(R)                      1,000                  14          
 
New Perspective Fund(R)                        250                  07          
 
SMALLCAP World Fund(R)                       1,000                  35          
 
Washington Mutual Investors Fund(SM)           250                  01          
 
BOND FUNDS                                                                       
 
American High-Income Municipal Bond Fund(R)  1,000                   40          
 
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 America(SM)        1,000                   23          
 
Limited Term Tax-Exempt Bond Fund of         1,000                   43          
America(SM)                                                                      
 
The Tax-Exempt Bond Fund of America(R)       1,000                   19          
 
The Tax-Exempt Fund of California(R)*        1,000                   20          
 
The Tax-Exempt Fund of Maryland(R)*          1,000                   24          
 
The Tax-Exempt Fund of Virginia(R)*          1,000                   25          
 
U.S. Government Securities Fund(SM)          1,000                   22          
 
MONEY MARKET FUNDS                                                               
 
The Cash Management Trust of America(R)      2,500                   09          
 
The Tax-Exempt Money Fund of America(SM)     2,500                   39          
 
The U.S. Treasury Money Fund of America(SM)   2,500                  49          
 
___________                                                                      
*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).    
 
DEALER COMMISSIONS - 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>
<S>                              <C>              <C>              <C>              
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                             
 
STOCK AND STOCK/BOND FUNDS                                                          
 
Less than $50,000                6.10%            5.75%            5.00%            
 
$50,000 but less than $100,000   4.71             4.50             3.75             
 
BOND FUNDS                                                                          
 
Less than $25,000                4.99             4.75             4.00             
 
$25,000 but less than $50,000    4.71             4.50             3.75             
 
$50,000 but less than $100,000   4.17             4.00             3.25             
 
STOCK, STOCK/BOND, AND BOND                                                         
FUNDS                                                                               
 
$100,000 but less than $250,000   3.63             3.50             2.75             
 
$250,000 but less than $500,000   2.56             2.50             2.00             
 
$500,000 but less than $1,000,000   2.04             2.00             1.60             
 
$1,000,000 or more               none             none             (see below)      
 
</TABLE>
 
   
Commissions of up to 1% will be paid to dealers who initiate and are
responsible for purchases of $1 million or more, for purchases by any
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the  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.    
   
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 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.    
   
Any employer-sponsored 403(b) plan or defined contribution plan qualified under
Section 401(a) of the Code including a "401(k)" plan with 100 or more eligible
employees or any other purchaser investing at least $1 million in shares of the
fund (or in combination with shares of other funds in The American Funds Group
other than the money market funds) may purchase shares at net asset value;
however, a contingent deferred sales charge of 1% is imposed on certain
redemptions made within twelve months of the purchase. (See "Redeeming
Shares--Contingent Deferred Sales Charge.") Investments by retirement plans,
foundations or endowments with $50 million or more in assets may be made with
no sales charge and are not subject to a contingent deferred sales charge. 
Investments by retirement plans, foundations or endowments with $50 million or
more in assets may be made with no sales charge and are not subject to a
contingent sales charge.    
 
Qualified dealers currently are paid a continuing service fee not to exceed
0.25% of average net assets (0.15% in the case of the money market funds)
annually in order to promote selling efforts and to compensate them for
providing certain services.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.
   
NET ASSET VALUE PURCHASES - The stock, stock/bond and bond funds may sell
shares at net asset value to: (1) current or retired directors, trustees,
officers and advisory board members of the funds managed by the Investment
Adviser, 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 the Principal Underwriter (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 foundations and 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.     
   
STATEMENT OF INTENTION -  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 a statement of intention (the "Statement").  The
Statement is not a binding obligation to purchase the indicated amount.  When a
shareholder elects to utilize a Statement in order to qualify for a reduced
sales charge, shares equal to 5% of the dollar amount specified in the
Statement will be held in escrow in the shareholder's account out of the
initial purchase (or subsequent purchases, if necessary) by American Funds
Service Company (the "Transfer Agent").  All dividends and any capital gain
distributions on shares held in escrow will be credited to the shareholder's
account in shares (or paid in cash, if requested).  If the intended investment
is not completed within the specified 13-month period, the purchaser will remit
to the Principal Underwriter the difference between the sales charge actually
paid and the sales charge which would have been paid if the total of such
purchases had been made at a single time.  If the difference is not paid within
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.    
 
In the case of purchase orders by the trustees of certain retirement plans by
payroll deduction, the sales charge for the investments made during the
13-month period will be handled as follows:  The 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, 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.    
   
PRICE OF SHARES - Purchases of shares are made at the offering price next
determined after the purchase order is received 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 are not always indicative
of prices at which you will be purchasing and redeeming shares of the fund,
since such prices generally reflect the previous day's closing price whereas
purchases and redemptions are made at the next calculated price.    
   
The price  you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at 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.  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 their representative quoted bid and asked prices.    
   
Assets or liabilities and income ore expenses initially expressed in terms of
foreign currencies are translated prior to the next determination of the net
asset value of the fund's shares into U.S. dollars at the prevailing market
rates.  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 the fund. 
The Principal Underwriter  will not knowingly sell shares 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 though an investment
trust more than 3% of the outstanding shares of the fund without the consent of
a majority of the fund's Directors.
 
                                REDEEMING SHARES
   
<TABLE>
<CAPTION>
<S>                        <C>                                                  
By writing to American Funds   Send a letter of instruction specifying the name of the fund, the   
Service Company the Transfer   number of shares or dollar amount to be sold, your name and account   
Agent (at the appropriate   number.  You should also enclose any share certificates you wish to   
address indicated under "Fund   redeem.  For redemptions over $50,000 and for certain redemptions of   
Organization and Management -   $50,000 or less (see below), your signature must be guaranteed by a   
Principal Underwriter and   bank, savings association, credit union, or member firm of a domestic   
Transfer Agent" in the     stock exchange or the National Association of Securities Dealers, Inc.   
prospectus)                that is an eligible guarantor institution.  You should verify with the   
                           institution that it is an eligible guarantor prior to signing.  Additional   
                           documentation may be required for redemption of shares held in   
                           corporate, partnership or fiduciary accounts.  Notarization by a Notary   
                           Public is not an acceptable signature guarantee.     
 
By contacting your investment   If you redeem shares through your investment dealer, you may be   
dealer                     charged for this service.  SHARES HELD FOR YOU IN YOUR INVESTMENT   
                           DEALER'S STREET NAME MUST BE REDEEMED THROUGH THE DEALER.   
 
You may have a redemption          You may use this option, provided the account is registered in the   
check sent to you by using         name of an individual(s), a UGMA/UTMA custodian, or a non-retirement   
American FundsLine(R) or           plan trust.  These redemptions may not exceed $50,000 per
American FundsLine                 shareholder each day and the check must be made payable to the   
OnLine(SM) or by telephoning,      shareholder(s) of record and be sent to the address of record provided   
faxing, or telegraphing the        the address has been used with the account for at least 10 days.  See   
Transfer Agent (subject to the     "Fund Organization and Management - Principal Underwriter and   
conditions noted in this section   Transfer Agent" in the prospectus and "Exchange Privilege" below for   
and in "Telephone and Computer     the appropriate telephone or fax number.             
Purchases, Sales and                                                            
Exchanges" in the prospectus)                                                        
 
In the case of the money           Upon request (use the account application for the money market   
market funds, you may have         funds) you may establish telephone redemption privileges (which will   
redemptions wired to your bank     enable you to have a redemption sent to your bank account) and/or   
by telephoning the Transfer        check writing privileges.  If you request check writing privileges, you   
Agent ($1,000 or more) or by       will be provided with checks that you may use to draw against your   
writing a check ($250 or more)     account.  These checks may be made payable to anyone you   
                                   designate and must be signed by the authorized number of registered   
                                   shareholders exactly as indicated on your checking account signature   
                                   card.                                                
 
</TABLE>
    
 
A SIGNATURE GUARANTEE IS NOT CURRENTLY REQUIRED FOR ANY REDEMPTION OF $50,000
OR LESS PROVIDED THE REDEMPTION CHECK IS MADE PAYABLE TO THE REGISTERED
SHAREHOLDER(S) AND IS MAILED TO THE ADDRESS OF RECORD, PROVIDED THE ADDRESS HAS
BEEN USED WITH THE ACCOUNT FOR AT LEAST 10 DAYS.
 
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 and on any investment made with no initial
sales charge by any employer-sponsored 403(b) plan or defined contribution plan
qualified under Section 401(a) of the  Code including a "401(k)" plan with 100
or more eligible employees. The charge is 1% of the lesser of the value of the
shares redeemed (exclusive of reinvested dividends and capital gain
distributions) or the total cost of such shares.  Shares held for the longest
period are assumed to be redeemed first for purposes of calculating this
charge.  The charge is waived for exchanges (except if shares acquired by
exchange were then redeemed within 12 months of the initial purchase); for
distributions from qualified retirement plans and other employee benefit plans;
for redemptions resulting from participant-directed switches among investment
options within a participant-directed employer-sponsored retirement plan; 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; for
redemptions through certain automatic withdrawals not exceeding 10% of the
amount that would otherwise be subject to the charge; and for redemptions in
connection with loans made by qualified retirement plans.
 
REDEMPTION OF SHARES - The Transfer Agent may redeem the shares of any
shareholder if the shares owned by such shareholder through redemptions, market
decline or otherwise, have a value of less than the minimum initial investment
amount required of new shareholders, (determined, for this purpose only as the
greater of the shareholder's cost or current net asset value of the shares,
including any shares acquired through reinvestment of income dividends and
capital gains distributions).  Prior notice of at least 60 days will be given
to a shareholder before the involuntary redemption provision is made effective
with respect to the shareholder's account.  The shareholder will have not less
than 30 days from the date of such notice within which to bring the account up
to the minimum determined as set forth above.
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
AUTOMATIC INVESTMENT PLAN - The automatic investment plan enables shareholders
to make regular monthly or quarterly investments in shares through automatic
charges to their bank accounts.  With shareholder authorization and bank
approval, the Transfer Agent will automatically charge the bank account for the
amount specified ($50 minimum), which will be automatically invested in shares
at the public offering price on or about the dates you select.  Bank accounts
will be charged on the day or a few days before investments are credited,
depending on the bank's capabilities, and shareholders will receive a
confirmation statement at least quarterly.  Participation in the plan will
begin within 30 days after receipt of the account application.  If the
shareholder's bank account cannot be charged due to insufficient funds, a
stop-payment order or closing of the account, the plan may be terminated and
the related investment reversed.  The shareholder may change the amount of the
investment or discontinue the plan at any time by writing to 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 elect to
cross-reinvest dividends or dividends and capital gain distributions paid by
that fund (the "paying fund") into any other fund in The American Funds Group
(the "receiving fund") subject to the following conditions:  (i) the aggregate
value of your account(s) in the paying fund(s) must equal or exceed $5,000
(this condition is waived if the value of the account in the receiving fund
equals or exceeds that fund's minimum initial investment requirement), (ii) as
long as the value of the account in the receiving fund is below that fund's
minimum initial investment requirement, dividends and capital gain
distributions paid by the receiving fund must be automatically reinvested in
the receiving fund, and (iii) if this privilege is discontinued with respect to
a particular receiving fund, the value of the account in that fund must equal
or exceed the fund's minimum initial investment requirement or the fund will 
have the right, if you fail to increase the value of the account to such
minimum within 90 days after being notified of the deficiency, automatically to
redeem the account and send the proceeds to you.  These cross-reinvestments of
dividends and capital gain distributions will be at net asset value (without
sales charge).    
 
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 American Funds Service Company (see
"Redeeming Shares"), by contacting your investment dealer, by using American
FundsLine(R) and American FundsLine OnLine(SM) (see "American FundsLine(R) and
American FundsLine OnLine(SM)" below), or by telephoning 800/421-0180
toll-free, faxing (see "Principal Underwriter and Transfer Agent"  in the
prospectus for the appropriate fax numbers) or telegraphing American Funds
Service Company. (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 the
Transfer Agent. Dividend and capital gain reinvestments and purchases through
automatic investment plans and certain retirement plans will be confirmed at
least quarterly.    
   
AMERICAN FUNDSLINE(R) AND AMERICAN FUNDSLINE ONLINE(SM) - 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(R) or American
FundsLine OnLine(SM). To use these services, call 800/325-3590 from a
TouchTone(TM) telephone or access the American Funds Web site on the Internet
at www.americanfunds.com.  Redemptions and exchanges through American
FundsLine(R) and American FundsLine OnLine(SM) are subject to the conditions
noted above and in "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  (including American FundsLine(R)) and computer (including American
FundsLine OnLine(SM)), 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.    
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
Orders for the fund's portfolio securities transactions are placed by the
Investment Adviser.  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 consider that it has
an obligation to obtain the lowest available commission rate to the exclusion
of price, service and qualitative considerations.  
 
There are occasions on which portfolio transactions for the fund may be
executed as part of concurrent authorizations to purchase or sell the same
security for other of the funds served by the Investment Adviser, or for trust
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.
   
Brokerage commissions paid on portfolio transactions during the years ended
December 31, 1997, 1996, and 1995, amounted to $7,913,000, $6,066,000 and
$3,599,000,  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 State Street Bank and Trust Company, 225 Franklin Street, Boston,
MA 02101, as Custodian.  Non-U.S. securities may be held by the Custodian
pursuant to subcustodial arrangements in non-U.S. banks or foreign branches of
U.S. banks.
   
TRANSFER AGENT - American Funds Service Company, a wholly owned subsidiary of
the Investment Adviser, maintains the record of each shareholder's account,
processes purchases and redemptions of the fund's shares, acts as dividend and
capital gain distribution disbursing agent, and performs other related
shareholder service functions.    American Funds Service Company was paid a fee
of $6,514,000 for the fiscal year ended December 31, 1997.    
   
INDEPENDENT AUDITORS - Deloitte & Touche LLP, 1000 Wilshire Boulevard, 15th
Floor, Los Angeles, CA 90017, serves as the fund's independent auditors
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 Annual Report, have been so included in reliance on the independent
auditors' report given on the authority of said firm as experts in auditing and
accounting.  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. 
Shareholders are provided at least semi-annually with reports showing the
investment portfolio, financial statements and other information.  The annual
financial statements are audited  by the fund's independent auditors, Deloitte
& Touche LLP.  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.    
   
PERSONAL INVESTING POLICY - Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes:  a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on
personal investing for certain investment personnel; ban on short-term trading
profits for investment personnel; limitations on service as a director of
publicly traded companies; and disclosure of personal securities
transactions.    
 
REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of
removed directors.  The fund has made an undertaking, at the request of the
staff of the Securities and Exchange Commission, to apply the provisions of
section 16(c) of the 1940 Act with respect to the removal of directors as
though the fund were a common-law trust.  Accordingly, the directors of the
fund shall promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any director when requested in writing to do so
by the record holders of not less than 10% of the outstanding shares.
 
The financial statements including the investment portfolio and the report of
Independent Auditors contained in the Annual Report are included in this
Statement of Additional Information.  The following information is not included
in the Annual Report:
   
<TABLE>
<CAPTION>
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND                 
OFFERING PRICE PER SHARE--DECEMBER 31, 1997                        
 
                                                                   
 
<S>                                                  <C>           
Net asset value and redemption price per share       $27.40        
 (Net assets divided by shares outstanding)                        
 
Maximum offering price per share                     $29.07        
 (100/94.25 of net asset value per share which takes into                 
 account the fund's current maximum sales charge)                  
 
</TABLE>
    
 
                               INVESTMENT RESULTS
   
The fund's yield was 1.49% for the 30-day (or one month) period ended December
31, 1997, 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.
   
As of December 31, 1997, the fund's total return over the past twelve months
and average annual total returns over the past five and ten-year periods were
19.38%, 18.14% and 16.54%, respectively.  The average annual total return (T)
is computed by using the value at the end of the period (ERV) of 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.    
 
To calculate total return, an initial investment is divided by the offering
price (which includes the sales charge) as of the first day of the period in
order to determine the initial number of shares purchased.  Subsequent
dividends and capital gain distributions are then reinvested at net asset value
on the reinvestment date determined by the Board of Directors.  The sum of the
initial shares purchased and shares acquired through reinvestment is multiplied
by the net asset value per share as of the end of the period in order to
determine ending value.  The difference between the ending value and the
initial investment divided by the initial investment converted to a percentage
equals total return.  The resulting percentage indicates the positive or
negative investment results that an investor would have experienced from
reinvested dividends and capital gain distributions and changes in share price
during the period.  Total return may be calculated for one year, five years,
ten years and for other periods of years.  The average annual total return over
periods greater than one year also may be computed by utilizing ending values
as determined above.
 
The following assumptions will be reflected in computations made in accordance
with the formula stated above:  (1) deduction of the maximum sales load of
5.75% from the $1,000 initial investment; (2) reinvestment of dividends and
distributions at net asset value on the reinvestment date determined by the
Board; and (3) a complete redemption at the end of any period illustrated.
 
The fund may also, at times, calculate total return based on net asset value
per share (rather than the offering price), in which case the figure would not
reflect the effect of any sales charges which would have been paid if shares
were purchased during the period reflected in the computation.  Consequently,
total return calculated in this manner will be higher.  These total returns may
be calculated over periods in addition to those described above. 
 
The fund may also calculate a distribution rate on a taxable and tax equivalent
basis.  The distribution rate is computed by dividing the dividends paid by the
fund over the last 12 months by the sum of the month-end net asset value or
maximum offering price and the capital gains paid over the last 12 months.  
The distribution rate may differ from the yield.
 
The fund may include information on its investment results and/or comparisons
of its investment results to various unmanaged indices (such as The Dow Jones
Average of 30 Industrial Stocks and The Standard and Poor's 500 Stock Composite
Index) or results of other mutual funds or investment or savings vehicles in
advertisements or in reports furnished to present or prospective shareholders. 
Total return for the unmanaged indices will be calculated assuming reinvestment
of dividends and interest, but will not reflect any deductions for advisory
fees, brokerage costs or administrative expenses.
 
The fund may refer to results compiled by organizations such as CDA Investment
Technologies, Ibbotson Associates, Lipper Analytical Services and Wiesenberger
Investment Companies Services and by the U.S. Department of Commerce. 
Additionally, the fund may, from time to time, refer to results published in
various newspapers or periodicals, including BARRONS, FORBES, FORTUNE,
INSTITUTIONAL INVESTOR, KIPLINGER'S PERSONAL FINANCE MAGAZINE, MONEY, U.S. NEWS
AND WORLD REPORT and THE WALL STREET JOURNAL.
 
The fund may, from time to time, illustrate the benefits of tax-deferral by
comparing taxable investments to investments made through tax-deferred
retirement plans.
 
The fund may, from time to time, compare its investment results with the
Consumer Price Index, which is a measure of the average change in prices over
time in a fixed market basket of goods and services (E.G. food, clothing, and
fuels, transportation, and other goods and services that people buy for
day-to-day living).
 
The investment results for the fund set forth below were calculated as
described in the fund's prospectus.  The fund's results will vary from time to
time depending upon market conditions, the composition of the fund's portfolio
and operating expenses of the fund, so that any investment results reported by
the fund should not be considered representative of what an investment in the
fund may earn in any future period.  These factors and possible differences in
calculation methods should be considered when comparing the fund's investment
results with those published for other mutual funds, other investment vehicles
and unmanaged indices.  The fund's results also should be considered relative
to the risks associated with the fund's investment objective and policies.
 
                     THE FUND VS. VARIOUS UNMANAGED INDICES
   
<TABLE>
<CAPTION>
  PERIOD            FI            DJIA/1/        S&P 500/2/     AVERAGE   
1/1 - 12/31                                                     SAVINGS   
                                                               ACCOUNT/3/   
 
                                                                          
 
1988 - 1997     +362%          +452%          +424%           +55%        
 
<S>             <C>            <C>            <C>             <C>         
1987 - 1996     +278           +366           +314            +57         
 
1986 - 1995     +285           +360           +299            +62         
 
1985 - 1994     +273           +349           +282            +69         
 
1984 - 1993     +290           +333           +301            +81         
 
1983 - 1992     +316           +367           +346            +92         
 
1982 - 1991     +406           +452           +404            +105        
 
1981 - 1990     +284           +328           +267            +116        
 
1980 - 1989     +396           +426           +402            +121        
 
1979 - 1988     +345           +340           +352            +122        
 
1978/#/ - 1987   +273           +265           +280            +117        
 
</TABLE>
    
_____________
# From 7/31/78, the date Capital Research and Management Company became the
fund's Investment Adviser.
/1/ The Dow Jones Average of 30 Industrial Stocks is comprised of 30 industrial
companies such as General Motors and General Electric.
/2/ The Standard and Poor's 500 Stock Composite Index is comprised of
industrial, transportation, public utilities and financial stocks and
represents a large portion of the value of issues traded on the New York Stock
Exchange.  Selected issues traded on the American Stock Exchange are also
included.
/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 invested $2,000 a year in the fund                                                    
over the past 5 and 10 years and the period under CRMC management:                                                    
 
                                                                           
 
<S>                       <C>                   <C>                        
5 Years                   10 Years              Lifetime                   
 
(1/1/93 - 12/31/97)       (1/1/88 - 12/31/97)   (7/31/78 - 12/31/97)       
 
                                                                           
 
$17,596                   $52,695               $267,339                   
 
</TABLE>
    
           See the difference time can make in an investment program
   
<TABLE>
<CAPTION>
If you had invested                             ...and taken all        
$10,000 in the fund                             distributions in shares,   
this many years ago...                          your investment would   
                                                have been worth this    
                                                much at December 31, 1997   
 
          |                                             |               
 
Number of Years                Periods                Value**           
                                1/1-12/31                               
 
<S>                        <C>                  <C>                     
                                                                        
 
1                                1997           $  11,938               
 
2                          1996 - 1997              14,325              
 
3                          1995   -  1997           19,223              
 
4                          1994   - 1997            19,478              
 
5                          1993   - 1997            13,027              
 
6                          1992   - 1997            25,358              
 
7                          1991   - 1997            33,068              
 
8                          1990   - 1997            31,003              
 
9                          1989   - 1997            39,854              
 
10                         1988   - 1997            46,211              
 
11                         1987   - 1997            47,942              
 
12                         1986   - 1997            58,508              
 
13                         1985   - 1997            76,178              
 
14                         1984   - 1997            80,589              
 
15                         1983   - 1997          101,646               
 
16                         1982   - 1997          136,250               
 
17                         1981   - 1997          134,644               
 
18                         1980   - 1997          163,211               
 
19                         1979   - 1997          188,359               
 
Lifetime*                  1978   - 1997          182,855               
 
</TABLE>
    
               
*  From July 31, 1978, the date Capital Research and Management Company became
the fund's Investment Adviser. 
** Results assume deduction of the maximum sales charge of 5.75% from the
initial purchase payment.
   
           Illustration of a $10,000 investment in the fund
WITH DIVIDENDS REINVESTED AND CAPITAL GAIN DISTRIBUTIONS TAKEN IN SHARES
(For the period under CRMC management:   July 31, 1978 - December 31, 1997)
 
<TABLE>
<CAPTION>
                 COST OF SHARES                     VALUE OF SHARES**                                                     
 
                                                                                                        
 
Fiscal       Annual       Dividends    Total        From         From            From         Total        
Year End     Dividends    (cumulative) Investment   Initial      Capital Gains   Dividends    Value        
December 31                            Cost         Investment   Reinvested      Reinvested                
 
                                                                                                        
 
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          
1978*        $   217      $    217     $10,217      $  8,947     --           $   208      $  9,155     
 
1979         421          638          10,638       9,892        --           664          10,556       
 
1980         603          1,241        11,241       11,390       --           1,417        12,807       
 
1981         665          1,906        11,906       10,688       --           1,966        12,654       
 
1982         769          2,675        12,675       13,522       --           3,435        16,957       
 
1983         755          3,430        13,430       16,424       --           4,965        21,389       
 
1984         734          4,164        14,164       16,113       $    841     5,667        22,621       
 
1985         795          4,959        14,959       19,379       2,351        7,718        29,448       
 
1986         894          5,853        15,853       19,177       8,262        8,502        35,941       
 
1987         1,034        6,887        16,887       18,151       10,221       8,923        37,295       
 
1988         1,328        8,215        18,215       19,703       12,464       11,079       43,246       
 
1989           1,877      10,092       20,092       22,173       19,099       14,325       55,597       
 
1990           1,678      11,770       21,770       19,325       18,712       14,093       52,130       
 
1991           1,477      13,247       23,247       23,576       25,593       18,778       67,947       
 
1992          1,655       14,902       24,902       23,644       30,728       20,499       74,871       
 
1993         1,857        16,759       26,759       24,494       40,880       23,092       88,466       
 
1994         2,171        18,930       28,930       23,617       41,632       24,392       89,641       
 
1995         2,082        21,012       31,012       30,081       56,840       33,385       120,306      
 
1996         2,188        23,200       33,200       33,117       72,223       39,011       144,351      
 
1997         2,511        25,711       35,711       36,977       99,784       46,094       182,855      
 
</TABLE>
    
The dollar amount of capital gain distributions during the period was $69,225.
               
*  From July 31, 1978, the date Capital Research and Management Company became
the fund's Investment Adviser. 
** Results assume deduction of the maximum sales charge of 5.75% from the
initial purchase payment.
 
                        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 (133
in all), those funds have had better total returns than the Standard and Poor's
500 Stock Composite Index in 124 of the 133 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.
 
                          DESCRIPTION OF BOND RATINGS
                           CORPORATE DEBT SECURITIES
 
MOODY'S INVESTORS SERVICE, INC. rates the long-term debt securities issued by
various entities from "Aaa" to "C".
 
"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.
 
"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>
FUNDAMENTAL INVESTORS, INC.
INVESTMENT PORTFOLIO - December 31, 1997
 
                                                                             Percent
                                                                              Of Net     Percent
LARGEST EQUITY HOLDINGS                                                       Assets     Change*
As of 12/31/97
<S>                                                                    <C>           <C>         <C>
Time Warner                                                                     2.38%    + 63.2%
Texas Instruments                                                               1.94      + 41.2
Tele-Communications, TCI Group                                                   1.68     +113.9
Monsanto                                                                         1.62   + 10.7**
Pfizer                                                                           1.57     + 79.9
Royal Dutch Petroleum/"Shell" Transport and Trading                              1.54     + 27.0
General Re                                                                       1.47     + 34.4
AT&T                                                                             1.40     + 46.7
U S WEST Communications                                                          1.38     + 39.9
Schlumberger                                                                     1.37     + 61.2
 
*The percentage changes reflect the increase or decrease
 in market price, excluding dividends, for the year ended 12/31/97.
**This security was not held for the entire period.  The percentage
 change reflects the increase from 9/25/97 to 12/31/97.
                                                                             Percent
                                                                              Of Net
Largest Industry Holdings                                                     Assets
 
Energy Sources & Equipment                                                     13.24%
Broadcasting & Publishing                                                        6.30
Health & Personal Care                                                           5.60
Telecommunications                                                               5.24
Chemicals                                                                        4.50
 
 
                                                                           Shares or      Market    Percent
EQUITY SECURITIES                                                          Principal       Value     of Net
(Common and Preferred Stocks and                                              Amount       (000)     Assets
 Convertible Debentures)
- ----------------------------------------------------                      ----------  ---------- ----------
Energy Sources & Equipment- 13.24%
Royal Dutch Petroleum Co. (New York Registered Shares) (Netherlands)          2851600   $154,521
"Shell" Transport and Trading Co., PLC (New York Registered Shares)                                   1.54%
 (United Kingdom)                                                              150000        6563
Schlumberger Ltd. (Netherlands Antilles)                                      1786700      143829       1.37
Atlantic Richfield Co.                                                        1700000      136213       1.30
Suncor Energy Inc. (Canada)                                                   3890000      133247       1.27
Western Atlas Inc. /1/                                                        1600000      118400       1.13
Halliburton Co.                                                               1950000      101278        .97
Chevron Corp.                                                                 1200000       92400        .88
Texaco Inc.                                                                   1600000       87000        .83
Murphy Oil Corp.                                                              1535000       83178        .80
Elf Aquitaine (American Depositary Receipts) (France)                         1400000       82075        .78
Unocal Corp.                                                                   700000       27169
Unocal Capital Trust, convertible preferred                                    450000       25369        .50
Shell Canada Ltd., Class A (Canada)                                           2649900       47607        .46
Phillips Petroleum Co.                                                         900000       43762        .42
Enterprise Oil PLC (United Kingdom)                                           3000000       28750        .28
TOTAL, Class B (American Depositary Receipts)
 (France)                                                                      407013       22589        .22
Mobil Corp.                                                                    300000       21656        .21
Diamond Offshore Drilling, Inc.                                                240000       11550        .11
Cyprus Amax Minerals Co., convertible preferred,
 Series A                                                                      230000       10810        .10
Loews Corp. 3.125% convertible debentures 2007                            $7,500,000         7575        .07
British Petroleum Co. PLC (American Depositary
 Receipts) (United Kingdom)                                                      2904         231        .00
Broadcasting & Publishing- 6.30%
Time Warner Inc.                                                              4022000      249364       2.38
Tele-Communications, Inc., Series A, TCI Group /1/                            6300000      176006       1.68
News Corp. Ltd. (American Depositary Receipts) (Australia)                    2200000       49088
News Corp. Ltd., preferred shares (American Depositary Receipts)              1500000       29813        .76
Dow Jones & Co., Inc.                                                         1135000       60935        .58
E.W. Scripps Co., Class A                                                      700000       33906        .32
Comcast Corp., Class A, special stock                                          810784       25590        .25
Viacom Inc., Class B /1/                                                       500000       20719        .20
Tele-Communications, Inc., Series A, Liberty Media Group /1/                   376504       13648        .13
Health & Personal Care- 5.60%
Pfizer Inc                                                                    2200000      164038       1.57
Warner-Lambert Co.                                                            1054900      130808       1.25
AB Astra, Class A (American Depositary Receipts)
 (Sweden)                                                                     6000000      103125        .99
Pharmacia & Upjohn, Inc.                                                      1200000       43950        .42
Eli Lilly and Co.                                                              600000       41775        .40
Zeneca Group PLC (United Kingdom)                                             1160400       41348        .39
Johnson & Johnson                                                              410000       27009        .26
Dura Pharmaceuticals, Inc. 3.50% convertible debentures 2002             $12,128,000        13113        .12
Bristol-Myers Squibb Co.                                                       125000       11828        .11
Merck & Co., Inc.                                                               86900        9233        .09
Telecommunications- 5.24%
AT&T Corp.                                                                    2400000      147000       1.40
U S WEST Communications Group                                                 3200000      144400       1.38
Sprint Corp.                                                                  1166500       68386        .65
France Telecom (France)                                                       1376600       49994        .48
Bell Atlantic Corp.                                                            500000       45500        .43
Ameritech Corp.                                                                409600       32973        .32
MCI Communications Corp.                                                       550000       23547        .23
AirTouch Communications /1/                                                    500000       20781        .20
Tele-Communications Inc., Series A, TCI Ventures Group /1/                     550000       15572        .15
Chemicals- 4.50%
Monsanto Co.                                                                  4044500      169869       1.62
Dow Chemical Co.                                                              1000000      101500        .97
Air Products and Chemicals, Inc.                                               775000       63744        .61
Engelhard Corp.                                                               1900000       33013        .31
Imperial Chemical Industries PLC (American Depositary
 Receipts) (United Kingdom)                                                    500000       32469        .31
Witco Corp.                                                                    500000       20406        .20
Mallinckrodt Inc.                                                              443400       16849        .16
Hoechst AG (Germany)                                                           400000       14019        .13
BOC Group PLC (United Kingdom)                                                 600000       10072        .10
E.I. du Pont de Nemours and Co.                                                150000        9009        .09
Insurance- 4.35%
General Re Corp.                                                               725000      153700       1.47
Marsh & McLennan Companies, Inc.                                              1400000      104388       1.00
Lincoln National Corp.                                                         900000       70312        .67
Aetna Inc.                                                                     779900       55032
Aetna Inc., Class C, 6.25% convertible preferred                               200000       14300        .66
20th Century Industries                                                       1100000       28600        .27
American International Group, Inc.                                             163125       17740        .17
PMI Group, Inc.                                                                160000       11570        .11
Banking- 4.21%
Norwest Corp.                                                                 2000000       77250        .74
Marshall & Ilsley Corp.                                                       1026500       63771        .61
PNC Bank Corp.                                                                 971100       55413        .53
Mellon Bank Corp.                                                              800000       48500        .46
CoreStates Financial Corp                                                      589200       47173        .45
KeyCorp                                                                        600000       42488        .41
J.P. Morgan & Co. Inc.                                                         300000       33863        .32
First Chicago NBD Corp.                                                        400000       33400        .32
Toronto-Dominion Bank (Canada)                                                 500000       18805        .18
Banc One Corp.                                                                 190000       10319        .10
Chase Manhattan Corp.                                                           90000        9855        .09
Electronic Components- 3.85%
Texas Instruments Inc.                                                        4518256      203322       1.94
Intel Corp.                                                                   1500000      105375       1.01
Micron Technology, Inc. /1/                                                   2331700       60624        .58
AMP Inc.                                                                       800000       33600        .32
Business & Public Services- 3.60%
Federal Express Corp. /1/                                                     1300000       79381        .76
Shared Medical Systems Corp.                                                  1030000       67980        .65
Columbia/HCA Healthcare Corp.                                                 1880000       55695        .53
Avery Dennison Corp.                                                          1000000       44750        .43
Humana Inc. /1/                                                               1500000       31125        .30
Ecolab Inc.                                                                    300000       16631        .16
Ceridian Corp. /1/                                                             270000       12369        .12
USA Waste Services, Inc., 4.00% convertible debentures
 2002                                                                    $11,000,000        11935        .11
IKON Office Solutions, Inc.                                                    400000       11250        .11
Cendant Corp., 3.00% convertible debentures 2002 /2/
 (formerly CUC International Inc.)                                        $7,900,000         9845        .09
Deluxe Corp.                                                                   280000        9660        .09
First Data Corp.                                                               330000        9653        .09
First Health Group Corp. /1/                                                   180000        9202        .09
Loewen Group Inc. (Canada)                                                     270000        6969        .07
Leisure & Tourism- 3.04%
Walt Disney Co.                                                               1085153      107498       1.03
Hilton Hotels Corp.                                                           3200000       95200        .91
McDonald's Corp.                                                              1900000       90725        .86
Galileo International, Inc.                                                    872900       24114        .24
Machinery & Engineering- 2.78%
Caterpillar Inc.                                                              2000000       97125        .93
Deere & Co.                                                                   1400000       81637        .78
Parker Hannifin Corp.                                                         1650000       75694        .73
Cummins Engine Co., Inc. /2/                                                   500000       29531        .28
New Holland NV (Netherlands)                                                   250000        6609        .06
Merchandising- 2.57%
May Department Stores Co.                                                     1200000       63225        .60
Mercantile Stores Co., Inc.                                                    800000       48700        .47
Limited Inc.                                                                  1800000       45900        .44
Woolworth Corp. /1/                                                           1839600       37482        .36
Intimate Brands, Inc., Class A                                                 900000       21656        .21
American Stores Co.                                                            800000       16450        .16
J.C. Penney Co., Inc.                                                          200000       12063        .11
Albertson's, Inc.                                                              250000       11844        .11
Lowe's Companies, Inc.                                                         240000       11445        .11
Utilities: Electric & Gas- 2.45%
Long Island Lighting Co.                                                      1800000       54225        .52
Western Resources, Inc.                                                       1022600       43972        .42
Baltimore Gas & Electric Co.                                                  1200000       40875        .39
DTE Energy Co.                                                                1050000       36422        .35
Duke Energy Corp.                                                              325000       17997        .17
Eastern Utilities Associates                                                   640000       16800        .16
Southern Co.                                                                   500000       12938        .12
Edison International                                                           450000       12234        .12
Florida Progress Corp.                                                         300000       11775        .11
Texas Utilities Co.                                                            120800        5021        .05
Entergy Corp.                                                                  150000        4491        .04
Forest Products & Paper- 2.28%
Union Camp Corp.                                                              1100000       59056        .57
Weyerhaeuser Co.                                                               900000       44156        .42
International Paper Co.                                                        900000       38812        .37
Georgia-Pacific Corp.                                                          400000       24300
Georgia-Pacific Corp. - Timber Group /1/                                       400000        9075        .32
Fort James Corp. (formerly James River Corp. of Virginia)                      600000       22950        .22
Bowater Inc.                                                                   350000       15553        .15
Rayonier Inc.                                                                  365000       15535        .15
Deltic Timber Corp.                                                            320000        8760        .08
Financial Services- 2.26%
Freddie Mac (formerly Federal Home Loan Mortgage Corp.)                       1650000       69197        .66
Capital One Financial Corp.                                                   1200000       65025        .62
Fannie Mae (formerly Federal National Mortgage Assn.)                          600000       34238        .33
Shohkoh Fund & Co., Ltd. (Japan)                                                95000       28969        .28
Nichiei Co., Ltd. (Japan)                                                      250000       26624        .25
Household International, Inc.                                                  100000       12756        .12
Data Processing & Reproduction- 2.17%
Digital Equipment Corp. /1/                                                   2000000       74000        .71
Oracle Corp. /1/                                                              1750000       39047        .37
Data General Corp. /1/                                                        2000000       34875        .33
Computer Associates International, Inc.                                        540000       28552        .27
International Business Machines Corp.                                          200000       20913        .20
Silicon Graphics, Inc. /1/                                                    1385500       17232        .17
Lexmark International Group, Inc., Class A /1/                                 340000       12920        .12
Appliances & Household Durables- 2.11%
Newell Co.                                                                    1806700       76785
Newell Co. 5.25% preferred /1/ /2/                                             254000       13240        .87
Sony Corp. (Japan)                                                            1000000       88875        .85
Philips Electronics NV (New York Registered Shares)
 (Netherlands)                                                                 700000       42350        .39
Food & Household Products- 1.88%
Unilever NV (New York Registered Shares) (Netherlands)                        1300000       81169        .78
Archer Daniels Midland Co.                                                    2310000       50098        .48
Kellogg Co.                                                                    441400       21904        .21
McCormick & Co.                                                                650000       18200        .17
Bestfoods (formerly CPC International Inc.)                                    156100       16820        .15
General Mills, Inc.                                                            125000        8953        .09
Transportation: Airlines- 1.88%
Delta Air Lines, Inc.                                                         1110000      132090       1.26
AMR Corp. /1/                                                                  500000       64250        .62
Aerospace & Military Technology- 1.78%
Raytheon Co., Class B                                                          662500       33456
Raytheon Co. Class A                                                           670232       33051        .64
Boeing Co.                                                                    1141340       55854        .53
General Motors Corp., Class H                                                 1050000       38784        .37
Sundstrand Corp.                                                               500000       25188        .24
Multi-Industry- 1.57%
Textron Inc.                                                                  1127000       70438        .67
AlliedSignal Inc.                                                             1800000       70088        .67
Tenneco Inc.                                                                   346900       13703        .13
Whitman Corp.                                                                  400000       10425        .10
Industrial Components- 1.55%
Dana Corp.                                                                    1100000       52250        .50
Rockwell International Corp.                                                   900000       47025        .45
Goodyear Tire & Rubber Co.                                                     700000       44538        .43
Genuine Parts Co.                                                              525000       17817        .17
Automobiles- 1.12%
General Motors Corp.                                                          1250000       75781        .72
Honda Motor Co., Ltd. (American Depositary Receipts) (Japan)                   350000       25856
Honda Motor Co., Ltd.                                                           39000        1431        .26
Ford Motor Co.                                                                 295000       14363        .14
Electrical & Electronics- 1.07%
Siemens AG (Germany)                                                          1100000       65174        .62
Lucent Technologies Inc.                                                       400000       31950        .31
Nokia Corp., Class A (American Depositary Receipts)
 (Finland)                                                                     210000       14700        .14
Beverages & Tobacco- 0.93%
Seagram Co. Ltd. (Canada)                                                     2400000       77550        .74
PepsiCo, Inc.                                                                  550000       20041        .19
Metals: Nonferrous- 0.90%
Aluminum Co. of America                                                        800000       56300        .54
Phelps Dodge Corp.                                                             600000       37350        .36
Metals: Steel- 0.71%
Allegheny Teledyne Inc.                                                       2850000       73744        .71
Transportation: Rail & Road- 0.67%
Union Pacific Corp.                                                           1129419       70518        .67
Recreation & Other Consumer Products- 0.67%
Eastman Kodak Co.                                                              900000       54731        .52
Nintendo Co., Ltd. (Japan)                                                     160000       15691        .15
Textiles & Apparel - 0.59%
NIKE, Inc. Class B                                                            1200000       47100        .45
Nine West Group Inc. /1/                                                       300000        7781        .07
Fruit of the Loom, Inc. /1/                                                    280000        7175        .07
Miscellaneous Materials & Commodities- 0.54%
Potash Corp. of Saskatchewan Inc. (Canada)                                     675000       56025        .54
Electronic Instruments- 0.47%
Tektronix, Inc.                                                               1237500       49113        .47
Miscellaneous
Other equity securities in initial period
 of acquisition                                                                            328631       3.14
                                                                                     ----------- -----------
TOTAL EQUITY SECURITIES (cost: $6,944,964,000)                                            9420565      90.02
                                                                                     ----------- -----------
 
 
 
                                                                          PRINCIPAL
                                                                              AMOUNT
Bonds & Notes                                                                  (OOO)
- --------------------------------------------------------                  ----------  ---------- -----------
Industrials - 0.94%
Adelphia Communications Corp.
   10.50% 2004                                                               $25,000        27000
   9.875% 2007 /2/                                                              10000       10525        .46
   9.25% 2002 /2/                                                               10000       10200
Fox Kids Worldwide, Inc. 9.25% 2007 /2/                                         17500       16975        .16
Cablevision Systems Corp. 9.875% 2013                                           14000       15435        .15
Fox/Liberty Networks, LLC 8.875% 2007 /2/                                       10000        9975        .10
Time Warner Inc. 10.15% 2012                                                     6000        7674        .07
Transportation- 0.14%
Delta Air Lines, Inc., Series 1993-A2, 10.50% 2016 /3/                          11500       14983        .14
U.S. Treasury Obligations- 1.51%
   6.375% 2027                                                                 150000      158203       1.51
                                                                                      ---------- ----------
 
 
                                                                                                         .00
                                                                                      ---------- ----------
                                                                                                0        .00
                                                                                      ---------- ----------
TOTAL BONDS & NOTES (cost: $260,320,000)                                                   270970       2.59
                                                                                      ---------- ----------
Short-Term Securities
- ----------------------------------------------------
CORPORATE SHORT-TERM NOTES-4.50%
General Electric Capital Corp. 5.55%-6.75% due 1/2-1/28/98                      81400       81284        .78
International Lease Finance Corp. 5.55%-5.73% due 1/9-1/13/98                   64900       64784        .62
E.I. du Pont de Nemours and Co. 5.52%-5.73% due 1/23-2/3/98                     56170       55911        .53
A. I. Credit Corp. 5.61%-6.05% due 1/6-1/23/98                                  54000       53840        .52
Lucent Technologies Inc. 5.50%-6.03% due 1/5-1/20/98                            50700       50581        .48
H.J. Heinz Co. 5.60%-5.65% due 1/5/98                                           44000       43965        .42
Walt Disney Co. 5.70% due 1/2-1/15/98                                           43000       42934        .41
Avco Financial Services, Inc. 5.54%-5.71% due 1/29-3/19/98                      43200       42906        .41
IBM Credit Corp. 5.68%-5.77% due 1/12-1/16/98                                   34700       34616        .33
 
FEDERAL AGENCY DISCOUNT NOTES-2.16%
Fannie Mae 5.42%-5.62% due 1/15-3/30/98                                         90900       90109        .86
Federal Home Loan Banks 5.40%-5.66% due 1/7-2/25/98                             87632       87051        .83
Freddie Mac 5.50%-5.65% due 1/21-3/13/98                                        48993       48635        .47
                                                                                      ---------- ----------
TOTAL SHORT-TERM SECURITIES (cost: $696,642,000)                                           696616       6.66
                                                                                      ---------- ----------
TOTAL INVESTMENT SECURITIES (cost: $7,901,926,000)                                       10388151      99.27
Excess of cash and receivables over payables                                                76409        .73
                                                                                      ---------- ----------
NET ASSETS                                                                           $10,464,560    100.00%
                                                                                      ==========   ========
/1/ Non-income-producing securities.
/2/ Purchased in a private placement transaction;
 resale to the public may require registration or sale
 only to qualified institutional buyers.
/3/ Pass-through security backed by a pool of mortgages
 or other loans on which principal payments are
 periodically made. Therefore, the effective maturity
 is shorter than the stated maturity.
 
See Notes to Financial Statements
 
 
EQUITY SECURITIES APPEARING IN
THE PORTFOLIO SINCE JUNE 30, 1997
 
American Stores
Baltimore Gas & Electric
Bristol-Myers Squibb
Ceridian Corp.
Data General
Digital Equipment
Dow Chemical
Dow Jones
Dura Pharmaceuticals
First Health
Ford Motor
France Telecom
Galileo International
Georgia-Pacific-Timber Group
Hilton Hotels
IKON Office Solutions
Lexmark International
Lincoln National
Loews
Loewen
Marsh & McLennan
Marshall & Ilsley
Mellon Bank
Micron Technology
Monsanto
Nichiei
NIKE
Phelps Dodge
Southern Co.
Sprint
Tele-Communications, TCI Ventures
20th Century Industries
Unocal
Western Resources
Zeneca Group
 
EQUITY SECURITIES ELIMINATED FROM THE
PORTFOLIO SINCE JUNE 30, 1997
 
American Home Products
Armco
Ascend Communications
Baker Hughes
Browning-Ferris
Case
Chiron
Citicorp
CNA Financial
Colgate-Palmolive
Electronic Data Systems
Fleet Financial Group
Gillette
Houston Industries
Imation
Inco
ITT
Kyocera
Northeast Utilities
NYNEX
Old Kent Financial
Pioneer Hi-Bred International
Rubbermaid
Sun Co.
Tandem Computers
Tribune
Union Pacific Resources
Waste Management
</TABLE>
 
<TABLE>
Fundamental Investors, Inc.
Financial Statements
Statement of Assets and Liabilities     (dollars in   thousands)
at December 31, 1997
 
- -------------------------------------- ------------ ------------
<S>                                   <C>           <C>
Assets:
Investment securities at market
 (cost: $7,901,926)                                  $10,388,151
Cash                                                       3,689
Receivables for-
 Sales of investments                      $ 68,121
 Sales of fund's shares                      18,688
 Dividends and accrued interest              18,451      105,260
                                       ------------ ------------
                                                      10,497,100
Liabilities:
Payables for-
 Purchases of investments                    12,110
 Repurchases of fund's shares                15,979
 Management services                          2,551
 Accrued expenses                             1,900       32,540
                                       ------------ ------------
Net Assets at December 31, 1997-
 Equivalent to $27.40 per share on
 381,910,231 shares of $1 par value
 capital stock outstanding (authorized
 capital stock-500,000,000 shares)                   $10,464,560
                                                    ============
Statement of Operations
for the year ended December 31, 1997    (dollars in   thousands)
                                       ------------ ------------
Investment Income:
Income:
 Dividends                                $ 151,477
 Interest                                    43,407    $ 194,884
                                       ------------
Expenses:
 Management services fee                     26,675
 Distribution expenses                       20,321
 Transfer agent fee                           6,514
 Reports to shareholders                        302
 Registration statement and prospectus          918
 Postage, stationery and supplies             1,433
 Directors' fees                                123
 Auditing and legal fees                         49
 Custodian fee                                  359
 Taxes other than federal income tax              1
 Other expenses                                 110       56,805
                                       ------------ ------------
Net investment income                                    138,079
                                                    ------------
Realized Gain and Unrealized
 Appreciation on Investments:
Net realized gain                                        994,082
Net increase in unrealized
 appreciation on investments:
 Beginning of year                        1,580,787
 End of year                              2,486,223
  Net unrealized appreciation          ------------
   on investments                                        905,436
 Net realized gain and unrealized                   ------------
  appreciation on investments                          1,899,518
Net Increase in Net Assets Resulting                ------------
 from Operations                                      $2,037,597
                                                    ============
 
Statement of Changes in Net Assets      (dollars in   thousands)
- --------------------------------------------------- -------------
 
                                         Year Ended  December 31
                                               1997         1996
Operations:                           ------------- -------------
Net investment income                   $   138,079 $    105,755
Net realized gain on investments            994,082      528,775
Net unrealized appreciation
 on investments                             905,436      476,321
                                      ------------- -------------
 Net increase in net assets
  resulting from operations               2,037,597    1,110,851
                                      ------------- -------------
Dividends and Distributions Paid to
 Shareholders:
Dividends from net investment income       (135,717)    (100,250)
Distributions from net realized
 gain on investments                     (1,056,767)    (470,174)
                                      ------------- -------------
 Total dividends and distributions       (1,192,484)    (570,424)
                                      ------------- -------------
Capital Share Transactions:
Proceeds from shares sold:
 85,048,442 and 90,269,651
 shares, respectively                     2,340,020    2,123,860
Proceeds from shares issued in
 reinvestment of net investment income
 dividends and distributions of net
 realized gain on investments:
 41,671,055 and 21,801,000 shares,
 respectively                             1,123,929      534,260
Cost of shares repurchased:
 36,786,737 and 33,388,411
 shares, respectively                    (1,009,875)    (787,668)
 Net increase in net assets resulting ------------- -------------
  from capital share transactions         2,454,074    1,870,452
                                      ------------- -------------
Total Increase in Net Assets              3,299,187    2,410,879
 
Net Assets:
Beginning of year                         7,165,373    4,754,494
 
End of year (including undistributed  ------------- -------------
 net investment income:  $17,230 and
 $15,128, respectively)                 $10,464,560   $7,165,373
                                      ============= ============
 
 
 
See Notes to Financial Statements
</TABLE>
 
1. Fundamental Investors, Inc. (the "fund") is registered under the Investment
Company Act of 1940 as an open-end, diversified management investment company.
The fund seeks long-term growth of capital and income primarily through
investments in common stocks. The following paragraphs summarize the
significant accounting policies consistently followed by the fund in the
preparation of its financial statements:
 
 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. 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.  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 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 by a committee appointed by the Board of
Directors.  
 
 As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold.  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.  Dividend and
interest income is reported on the accrual basis.  Discounts on securities
purchased are amortized.  The fund does not amortize premiums on securities
purchased. Dividends and distributions paid to shareholders are recorded on the
ex-dividend date.  
 
2. It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required.
 
 As of December 31, 1997 net unrealized appreciation on investments for book
and federal income tax purposes aggregated $2,486,225,000, of which
$2,637,278,000 related to appreciated securities and $151,053,000 related to
depreciated securities. There was no difference between book and tax realized
gains on securities transactions for the year ended December 31, 1997.  Net
losses related to non-U.S. currency transactions of $91,000 were treated as
ordinary income for federal income tax purposes.  The cost of portfolio
securities for book and federal income tax purposes was $7,901,926,000 at
December 31, 1997.
 
3. The fee of $26,675,000 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 0.39% of the first $800 million of average net assets;
0.336% of such assets in excess of $800 million but not exceeding $1.8 billion;
0.30% of such assets in excess of $1.8 billion but not exceeding $3.0 billion;
and 0.276% of such assets in excess of $3.0 billion.  
 
 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, 1997,
distribution expenses under the Plan were $20,321,000. As of December 31, 1997,
accrued and unpaid distribution expenses were $1,447,000.
 
 American Funds Service Company (AFS), the transfer agent for the fund, was
paid a fee of $6,514,000. American Funds Distributors, Inc. (AFD), the
principal underwriter of the fund's shares, received $8,356,000 (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. 
 
 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,
1997, aggregate amounts deferred and earnings thereon were $397,000.
 
 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.
 
4. As of December 31, 1997, accumulated undistributed net realized gain on
investments was $42,943,000 and additional paid-in capital was $7,536,254,000. 
The fund reclassified $260,000 of realized currency loss from undistributed net
realized gains to undistributed net investment income.
 
 The fund made purchases and sales of investment securities, excluding
short-term securities, of $4,771,902,000 and $3,761,954,000, respectively,
during the year ended December 31, 1997.
 
 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 $359,000 includes $82,000 that was paid by these credits
rather than in cash.
 
 Dividend and interest income is recorded net of non-U.S. taxes paid. For the
year ended December 31, 1997, such non-U.S. taxes were $3,564,000. Net realized
currency losses on dividends, interest, and withholding taxes reclaimable were
$91,000 for the year ended December 31, 1997.
<TABLE>
PER-SHARE DATA AND RATIOS
 
 
                                                                        Year      ended  December        31
                                                    ---------      ---------  ---------  -------- --------
                                                          1997           1996       1995      1994     1993
                                                    ---------      ---------   ------------------ --------
<S>                                            <C>            <C>            <C>        <C>       <C>
Net Asset Value, Beginning
  of Year                                              $24.54         $22.29     $17.50    $18.15   $17.52
                                                    ---------      ---------  --------- --------- --------
 
Income from Investment
  Operations:
  Net investment income                                   .41            .41        .41       .42      .44
  Net realized and unrealized
    gain (loss) on investments                           6.00           4.00       5.46      (.18)     2.65
    Total income from                               ---------      ---------  --------- --------- --------
      investment operations                              6.41           4.41       5.87       .24      3.09
                                                    ---------      ---------  --------- --------- --------
Less Distributions:
  Dividends from net investment
    income                                               (.42)          (.40)      (.40)     (.44)    (.43)
  Distributions from net realized
    gains                                               (3.13)         (1.76)      (.68)     (.45)   (2.03)
                                                    ---------      ---------  --------- --------- --------
      Total distributions                               (3.55)         (2.16)     (1.08)     (.89)   (2.46)
                                                    ---------      ---------  --------- --------- --------
Net Asset Value, End of Year                           $27.40         $24.54     $22.29    $17.50   $18.15
                                                    =========      =========  ========= ========= ========
Total Return /1/                                       26.67%         19.99%      34.21%      1.33   18.16%
 
Ratios/Supplemental Data:
  Net assets, end of year
    (in millions)                                     $10,465         $7,165     $4,754    $2,611   $1,979
  Ratio of expenses to average
    net assets                                            .63%           .66%       .70%      .68%     .65%
  Ratio of net income to
    average net assets                                   1.54%          1.78%      2.08%     2.45%    2.43%
  Average commissions paid
    per share /2/                                        4.51           5.69     5.95 c    6.02 c   6.14 c
  Portfolio turnover rate                               45.09%         39.07%     25.47%    23.02%   29.22%
 
 
 
/1/ Excludes maximum sales charge of 5.75%
 
/2/ Brokerage commissions paid on portfolio
transactions increase the cost of securities
purchased or reduce the proceeds of securities
sold, and are not separately reflected in the fund's
statement of operations. Shares traded on a
principal basis (without commissions), such as most
over-the-counter and fixed-income transactions,
are excluded.  Generally, non-U.S.
commissions are lower than U.S. commissions
when expressed as cents per share
but higher when expressed as a percentage of
transactions because of the lower per-share
prices of many non-U.S. securities.
</TABLE>
 
Independent Auditors' Report
To the Board of Directors and Shareholders of
Fundamental Investors, Inc.:
 
We have audited the accompanying statement of assets and
liabilities of Fundamental Investors("the fund"), including
the investment portfolio, as of December 31, 1997, 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 the 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, 1997 by
correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing 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 Fundamental Investors at December 31, 1997, 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 the 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 28, 1998
 
1997 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.  The distributions made during the fiscal year by the
fund were earned from the following sources:
 
<TABLE>
<CAPTION>
                                                                                   DIVIDENDS AND DISTRIBUTIONS PER SHARE            
                          
 
                                                           FROM             FROM NET         FROM NET           
 
                                                           NET              REALIZED         REALIZED           
 
TO SHAREHOLDERS OF RECORD        PAYMENT                   INVESTMENT       SHORT-TERM       LONG-TERM          
 
                                 DATE                      INCOME           GAINS            GAINS              
 
<S>                              <C>                       <C>              <C>              <C>                
February 21, 1997                February 24, 1997         $0.10            $0.150           $0.200             
 
May 23, 1997                     May 27, 1997              0.10             -----            ----               
 
August 15, 1997                  August 18, 1997           0.10             -----            ----               
 
November 28, 1997                December 1, 1997          0.12             0.365            2.415*             
 
</TABLE>
 
* Includes $1.162 long-term capital gain taxed at a maximum rate of 28%.
Corporate shareholders may exclude up tp 70% of qualifying dividends received
during the year.  For purposes of computing this exclusion, 31% of the
dividends paid by the fund from net investment income represent qualifying
dividends.
 
Dividends and distributions received by retirement plans such as IRA's,
Keogh-type plans and 403(b) plans need not be reported as taxable income. 
However, many plan retirement trusts may need this information for their annual
information reporting.
 
 
SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV, WHICH WAS MAILED IN JANUARY,
TO DETERMINE THE AMOUNTS TO BE INCLUDED ON THEIR 1997 TAX RETURNS. 
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS.
 
 
<PAGE>
   
                                     PART C
                         FUNDAMENTAL INVESTORS, INC.
                               OTHER INFORMATION
    
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
 
(A) FINANCIAL STATEMENTS:
 
Included in Prospectus - Part A
 Financial Highlights
 
Included in statement of additional information - Part B 
 Statement of Assets and Liabilities            Per Share Data and Ratios
 Statement of Operations                          Notes to Financial Statements
 Statement of Changes in Net Assets             Independent Auditors' Report
 
(B) EXHIBITS
   
 1. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).
 2. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97). 
 3. None
 4. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
 5. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).   
 6. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
 7. None
 8. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
 9. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
10. Not applicable to this filing
11. Consent of Independent Accountants 
12. None
13. None
14. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
15. Previously filed (see Post-Effective Amendment No. 81 filed 2/28/97).  
16. On file (see SEC file nos. 811-32 and 2-10760)
17. EX-27 Financial data schedule 
    
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
 None.
 
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
   
<TABLE>
<CAPTION>
As of December 31, 1997                                           
 
<S>                         <C>                                   
                                                                  
 
Title of Class              Number of Record-Holders              
 
                                                                  
 
Common Stock                            489,813                   
 
($1.00 Par Value)                                                 
 
</TABLE>
    
ITEM 27. INDEMNIFICATION.
   
 The registrant is a joint-insured under Investment Adviser/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.    
 
 The fund's Articles of Incorporation state:
 
 The Corporation shall indemnify (1) its directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law.  The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled.  The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.  No amendment of this
Charter of the Corporation shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.  Nothing contained herein shall be construed
to authorize the Corporation to indemnify any director or officer of the
Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.  Any indemnification by the Corporation
shall be consistent with the requirements of law, including the Investment
Company Act of 1940.
 
 To the fullest extent permitted by Maryland statutory and decisional law and
the 1940 Act, as amended or interpreted, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages; provided, however, that nothing herein shall be construed to
protect any director or officer of the Corporation against any liability to
which such director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.  No amendment, modification or repeal of
this Article VIII shall adversely affect any right or
protection of a director or officer that exists at the time of such amendment,
modification or repeal.
 
 Section 2-418 (b) of The Annotated Code of Maryland states:
 
 Permitted indemnification of director:
 
ITEM 27. INDEMNIFICATION (CONT)
 
 1.   A corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that:
 
  (i)   The act or omission of the director was material to the matter giving
rise to the proceeding; and
 
   1.  Was committed in bad faith; or
   2.  Was the result of active and deliberate dishonesty; or
 
  (ii) The director actually received an improper personal benefit in money,
property, or services; or
 
  (iii) In the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful.
 
 2. (i)   Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.
 
  (ii)   However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
 
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
 
 None.
 
ITEM 29. 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., The Bond Fund of America, 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, 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.
 
ITEM 29. PRINCIPAL UNDERWRITERS. (cont.)
   
<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                                                              
      Van Nuys, CA 91301                                                                 
 
      John A. Agar                   Regional Vice President     None                    
      1501 N. University Drive, Suite 227A                                                       
      Little Rock, AR 72207                                                              
 
                                                                                         
 
      Robert B. Aprison              Regional Vice President     None                    
      2983 Bryn Wood Drive                                                               
      Madison, WI  53711                                                                 
 
                                                                                         
 
S     Richard Armstrong              Assistant Vice President    None                    
 
                                                                                         
 
L     William W. Bagnard             Vice President              None                    
 
                                                                                         
 
      Steven L. Barnes               Vice President              None                    
      8000 Town Line Avenue South                                                        
      Suite 204                                                                          
      Minneapolis, MN 55438                                                              
 
                                                                                         
 
B     Carl R. Bauer                  Assistant Vice President    None                    
 
                                                                                         
 
      Michelle A. Bergeron            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              Regional 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           Vice President              None                    
 
      2320 North Austin Avenue                                                           
      Georgetown, TX  78626                                                              
 
                                                                                         
 
                                                                                         
 
      C. Alan Brown                  Regional Vice President     None                    
 
      4129 Laclede Avenue                                                                
      St. Louis, MO  63108                                                               
 
                                                                                         
 
L     Daniel C. Brown                Director, Sr. Vice President   None                    
 
                                                                                         
 
H     J. Peter Burns                 Vice President              None                    
 
                                                                                         
 
      Brian C. Casey                 Regional Vice President     None                    
      9508 Cable Drive                                                                   
      Kensington, MO  20895                                                              
 
                                                                                         
 
      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          None                   
 
                                                                                         
 
      Ruth M. Collier                Vice President              None                    
      145 West 67th St. Ste. 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                    
      4116 Woodbine St.                                                                  
      Chevy Chase, MD 20815                                                              
 
                                                                                         
 
L     Carl D. Cutting                Vice President              None                    
 
                                                                                         
 
      Dan 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                Sr. 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                 Sr. Vice President          None                    
      1205 Franklin Avenue                                                               
      Garden City, NY  11530                                                             
 
                                                                                         
 
L     Michael J. Downer              Secretary                   None                    
 
                                                                                         
 
      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 Fodor                      Vice President             None                    
      15 Latisquama Road                                                                 
      Southborough, MA 01772                                                             
 
                                                                                         
 
L     Mark P. Freeman, Jr.           Director                     None                   
 
                                                                                         
 
      Clyde E. Gardner               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                    Senior Vice President   
 
                                                                                         
 
B     Mariellen Hamann               Assistant Vice President    None                    
 
                                                                                         
 
      David E. Harper                Vice President              None                    
      R.D. 1, Box 210, Rte 519                                                           
      Frenchtown, NJ  08825                                                              
 
                                                                                         
 
      Ronald R. Hulsey               Regional Vice President     None                    
      6744 Avalon                                                                        
      Dallas, TX  75214                                                                  
 
                                                                                         
 
      Robert S. Irish                Regional Vice President     None                    
      1225 Vista Del Mar Drive                                                           
      Delray Beach, FL 33843                                                             
 
                                                                                         
 
L     Robert L. Johansen             Vice President, Controller   None                    
 
      Michael J. Johnston            Director                    None                    
      630 Fifth Ave., 36th Floor                                                         
      New York, NY 10111-0121                                                            
 
                                                                                         
 
B     Damien M. Jordan               Vice President              None                    
 
                                                                                         
 
      V. John Kriss                  Sr. Vice President          None                    
      P.O. Box 274                                                                       
      Surfside, CA 90743                                                                 
 
                                                                                         
 
      Arthur J. Levine               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                                                                
 
                                                                                         
 
L     Susan G. Lindgren              Vice President - Institutional   None                    
                                     Investment Services Division                           
 
                                                                                         
 
S     Stella Lopez                   Vice President              None                    
 
                                                                                         
 
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  90121                                                               
 
                                                                                         
 
L     John C. Massar                 Senior Vice President       None                    
 
                                                                                         
 
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 - Institutional   None                    
                                     Investment Services Division                           
 
                                                                                         
 
      David R. Murray                Regional Vice President     None                    
 
      60 Briant Drive                                                                    
      Sudbury, MA 01776                                                                  
 
                                                                                         
 
      Stephen S. Nelson              Vice President              None                    
      P.O. Box 470528                                                                    
      Charlotte, NC  28247-0528                                                          
 
                                                                                         
 
      William E. Noe                 Regional Vice President     None                    
      304 River Oaks Road                                                                
      Brentwood, TN 37027                                                                
 
                                                                                         
 
      Peter A. Nyhus                 Regional Vice President     None                    
      3084 Wilds Ridge Court                                                             
      Prior Lake, MN 55372                                                               
 
                                                                                         
 
      Eric P. Olson                  Regional Vice President     None                    
      62 Park Drive                                                                      
      Glenview, IL 60025                                                                 
 
                                                                                         
 
      Fredric Phillips               Regional Vice President     None                    
      32 Ridge Avenue                                                                    
      Newton Centre, MA  02159                                                           
 
                                                                                         
 
B     Candance Pilgram               Assistant Vice President    None                    
 
      Carl S. Platou                 Regional 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              Vice President              None                    
      212 The Lane                                                                       
      Hinsdale, IL 60521                                                                 
 
                                                                                         
 
      Brian A. Roberts                Vice President             None                    
      12025 Delmahoy 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                Regional 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               Vice President              None                    
      1080 Bay Pointe Crossing                                                           
      Alpharetta, GA 30202                                                               
 
                                                                                         
 
      Richard R. Samson              Vice President              None                    
      4604 Glencoe Avenue, No. 4                                                         
      Marina del Rey, CA  90292                                                          
 
                                                                                         
 
      Joe D. Scarpitti               Regional Vice President     None                    
      31465 St. Andrews                                                                  
      Westlake, OH 44145                                                                 
 
                                                                                         
 
L     Daniel B. Seivert              Assistant Vice President    None                    
 
                                                                                         
 
L     R. Michael Shanahan            Director                    Director                
 
                                                                                         
 
      David W. Short                 Chairman of the Board       None                    
      1000 RIDC Plaza, Ste 212                                                           
      Pittsburgh, PA  15238                                                              
 
                                                                                         
 
      William P. Simon, Jr.          Senior Vice President       None                    
      554 Canterbury Lane                                                                
      Berwyn, PA  19312                                                                  
 
                                                                                         
 
L     John C. Smith                   Vice President -           None                    
                                     Institutional Investment Services                           
                                     Division                                            
 
                                                                                         
 
L     Mary E. Smith                   Vice President -           None                    
                                     Institutional Investment                            
                                     Service Division                                    
 
                                                                                         
 
      Rodney G. Smith                 Vice President             None                    
      100 N. Central Expressway, Ste 1214                                                       
      Richardson, TX  75080                                                              
 
                                                                                         
 
      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                    
      #4 West Fourth Avenue, Suite 406                                                       
      San Mateo, CA  94402                                                               
 
                                                                                         
 
B     Max D. Stites                  Vice President              None                    
 
      Thomas A. Stout                Regional Vice President     None                    
      12913 Kendale Lane                                                                 
      Bowie, MD 20715                                                                    
 
                                                                                         
 
      Craig R. Strauser              Regional Vice President     None                    
      3 Dover Way                                                                        
      Lake Oswego, OR 97034                                                              
 
                                                                                         
 
      Francis N. Strazzeri            Vice President             None                    
      31641 Saddletree Drive                                                             
      Westlake Village, CA 91361                                                         
 
                                                                                         
 
L     Drey W. 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           Regional Vice President     None                    
 
      60 Reedland Woods Way                                                              
      Tiburon, CA 94920                                                                  
 
                                                                                         
 
H     Andrew J. Ward                 Vice President              None                    
 
                                                                                         
 
L     David M. Ward                   Vice President -           None                    
                                     Institutional Investment Services                           
                                     Division                                            
 
                                                                                         
 
      Thomas E. Warren               Regional Vice President     None                    
 
      1701 Starling Drive                                                                
      Sarasota, FL 34231                                                                 
 
                                                                                         
 
L     J. Kelly Webb                  Sr. Vice President, Treasurer   None                    
 
                                                                                         
 
      Gregory J. Weimer              Regional Vice President     None                    
      125 Surrey Drive                                                                   
      Canonsburg, PA  15317                                                              
 
                                                                                         
 
B     Timothy W. Weiss               Director                     None                   
 
                                                                                         
 
SF    N. Dexter Williams             Senior Vice President       None                    
      25 Whitside Court                                                                  
      Danville, CA 94526                                                                 
 
                                                                                         
 
      Timothy J. Wilson              Regional Vice President     None                    
      113 Farmview Place                                                                 
      Venetia, PA 15367                                                                  
 
                                                                                         
 
B     Laura L. Wimberly               Vice President             None                    
 
                                                                                         
 
H     Marshall D. Wingo              Sr. Vice President          None                    
 
                                                                                         
 
L     Robert L. Winston              Director, Sr. Vice President   None                    
 
                                                                                         
 
      Laurie B. Wood                 Regional Vice President     None                    
      3500 West Camino de Urania                                                         
      Tucson, AZ 85741                                                                   
 
                                                                                         
 
      William Yost                   Regional 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                    
      320 Robinson Drive                                                                 
      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  928621
S Business Address, 8000 IH-10, Suite 1400, San Antonio, TX  78230
H Business Address, 5300 Robin Hood Road, Norfolk, VA 23513 
I Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN  46240 
 
 (c) None.
 
ITEM 30. 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, are maintained and held in the offices of  the
registrant's investment adviser, Capital Research and Management Company, 333
South Hope Street, Los Angeles, California 90071, and/or 135 South State
College Boulevard, Brea, California 92621, and/or the offices of the
Registrant, One Market, Steuart Tower, San Francisco, California 94105    
 
 The registrant's records covering shareholder accounts are maintained and kept
by the registrant's transfer agent, American Funds Service Company, 135 South
State College Boulevard, Brea, California 92821, 8000 IH-10, Suite 1400, San
Antonio, Texas 78230, 8332 Woodfield Crossing Boulevard, Indianapolis, Indiana
46240, and 5300 Robin Hood Road, Norfolk, VA 23513.
 
 The registrant's records covering portfolio transactions are maintained and
kept by the registrant's custodian, State Street Bank and Trust Company, 225
Franklin Street, Boston, MA 02101.
 
ITEM 31. MANAGEMENT SERVICES.
 
 None.
 
ITEM 32. UNDERTAKINGS
 
 (c) As reflected in the prospectus, the registrant undertakes to provide each
person to whom a prospectus is delivered with a copy of the registrant's latest
annual report to shareholders, upon request and without charge.
 
<PAGE>
                            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(a) under the Securities Act of 1933 and has duly caused this 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 23rd
day of February, 1998.
 
                                   FUNDAMENTAL INVESTORS, INC.
                                   By: /s/ Walter P. Stern 
                                   (Walter P. Stern, 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 23, 1998, by the
following persons in the capacities indicated.
 
<TABLE>
<CAPTION>
          SIGNATURE                                      TITLE                   
 
<S>       <C>                                            <C>                     
                                                                                 
 
(1)       Principal Executive Officer:                                           
 
                                                                                 
 
           /s/ Walter P. Stern                           Chairman of the Board   
 
          (Walter P. Stern)                                                      
 
                                                                                 
 
(2)       Principal Financial Officer and                                        
          Principal Accounting Officer:                                          
 
                                                                                 
 
           /s/ Mary C. Hall                              Treasurer               
 
          (Mary C. Hall)                                                         
 
                                                                                 
 
(3)       Directors:                                                             
 
                                                                                 
 
          Guilford C. Babcock*                           Director                
 
          Charles H. Black*                              Director                
 
          Martin Fenton, Jr.*                            Director                
 
          Herbert Hoover III*                            Director                
 
          Gail L. Neale*                                 Director                
 
          Kirk P. Pendleton*                             Director                
 
          James W. Ratzlaff*                             Director                
 
          Henry E. Riggs*                                Director                
 
                                                                                 
 
           /s/ R. Michael Shanahan                                               
 
          (R. Michael Shanahan)                          Director                
 
                                                                                 
 
           /s/ Walter P. Stern                                                   
 
          (Walter P. Stern)                              Chairman of the Board   
 
                                                                                 
 
</TABLE>
 
*By  /s/ Julie F. Williams                 
 (Julie F. Williams, Attorney-in-Fact)
 
 Counsel reports that the 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)
 
 
CONSENT OF INDEPENDENT AUDITORS
 
Fundamental Investors, Inc.:
 
We consent to (a) the use in this Post-Effective Amendment No. 82 to
Registration Statement No. 2-10760 on Form N-1A of our report dated January 28
, 1998 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
 
Los Angeles, California
February 23, 1998

<TABLE> <S> <C>
 
 
<ARTICLE> 6
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                              JAN-1-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        7,901,926
<INVESTMENTS-AT-VALUE>                      10,388,151
<RECEIVABLES>                                  105,260
<ASSETS-OTHER>                                   3,689
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              10,497,100
<PAYABLE-FOR-SECURITIES>                        12,110
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       20,430
<TOTAL-LIABILITIES>                             32,540
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     7,536,254
<SHARES-COMMON-STOCK>                      381,910,231
<SHARES-COMMON-PRIOR>                      291,977,471
<ACCUMULATED-NII-CURRENT>                       17,230
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         42,683
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,486,223
<NET-ASSETS>                                10,464,560
<DIVIDEND-INCOME>                              151,477
<INTEREST-INCOME>                               43,407
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  56,805
<NET-INVESTMENT-INCOME>                        138,079
<REALIZED-GAINS-CURRENT>                       994,082
<APPREC-INCREASE-CURRENT>                      905,436
<NET-CHANGE-FROM-OPS>                        2,037,597
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      135,717
<DISTRIBUTIONS-OF-GAINS>                     1,056,767
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     85,048,442
<NUMBER-OF-SHARES-REDEEMED>                 36,786,737
<SHARES-REINVESTED>                         41,671,055
<NET-CHANGE-IN-ASSETS>                       3,299,187
<ACCUMULATED-NII-PRIOR>                         15,128
<ACCUMULATED-GAINS-PRIOR>                      105,368
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           26,675
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 56,805
<AVERAGE-NET-ASSETS>                         8,958,244
<PER-SHARE-NAV-BEGIN>                            24.54
<PER-SHARE-NII>                                    .41
<PER-SHARE-GAIN-APPREC>                           6.00
<PER-SHARE-DIVIDEND>                               .42
<PER-SHARE-DISTRIBUTIONS>                         3.13
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               27.4
<EXPENSE-RATIO>                                   .006
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
 

</TABLE>


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