AMCAP FUND INC
497, 1995-05-05
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<PAGE>
 
       PROSPECTUS                                      AMCAP FUND, INC.
 
                                                   333 South Hope Street
       AMCAP                                   Los Angeles, California 90071
       FUND(R)
 
                                             The fund's investment objective
                                             is to provide shareholders with
                                             long-term growth of capital.
                                             Whatever current income is
                                             generated by the fund is likely
                                             to be incidental to the objective
                                             of capital growth. Normally, the
                                             fund will invest primarily in
                                             common stocks.
 
                                             This prospectus presents
                                             information you should know
                                             before investing in the fund. It
                                             should be retained for future
                                             reference.
 
                                             You may obtain the statement of
                                             additional information, dated May
                                             1, 1995, which contains the
                                             fund's financial statements,
                                             without charge, by writing to the
                                             Secretary of the fund at the
                                             above address or telephoning
                                             800/421-0180. These requests will
                                             be honored within three business
                                             days of receipt.
 
                                             SHARES OF THE FUND ARE NOT
                                             DEPOSITS OR OBLIGATIONS OF, OR
                                             INSURED, OR GUARANTEED BY THE
                                             U.S. GOVERNMENT, ANY FINANCIAL
                                             INSTITUTION, THE FEDERAL DEPOSIT
                                             INSURANCE CORPORATION, OR ANY
                                             OTHER AGENCY, ENTITY OR PERSON.
                                             THE PURCHASE OF FUND SHARES
                                             INVOLVES INVESTMENT RISKS,
                                             INCLUDING THE POSSIBLE LOSS OF
                                             PRINCIPAL.
 
                                             THESE SECURITIES HAVE NOT BEEN
                                             APPROVED OR DISAPPROVED BY THE
                                             SECURITIES AND EXCHANGE
                                             COMMISSION OR ANY STATE
                                             SECURITIES COMMISSION NOR HAS THE
                                             SECURITIES AND EXCHANGE
                                             COMMISSION OR ANY STATE
                                             SECURITIES COMMISSION PASSED UPON
                                             THE ACCURACY OR ADEQUACY OF THIS
An opportunity for long-term                 PROSPECTUS. ANY REPRESENTATION TO
growth of capital                            THE CONTRARY IS A CRIMINAL
                                             OFFENSE.
 
                                             02-010-0595
[LOGO OF THE AMERICAN FUNDS] 
 
               May 1, 1995
 
 
 
 
 
 
 
<PAGE>
 
          TABLE OF CONTENTS
 
 Summary of Expenses..............  3
 Financial Highlights.............  4
 Investment Objective and
  Policies........................  4
 Investment Techniques............  5
 Investment Results...............  6
 Dividends, Distributions and
  Taxes...........................  7
 Fund Organization and
  Management......................  8
 The American Funds Shareholder
  Guide........................ 11-19
  Purchasing Shares............... 11
  Reducing Your Sales Charge...... 14
  Shareholder Services............ 15
  Redeeming Shares................ 17
  Retirement Plans................ 19
 
      IMPORTANT PHONE NUMBERS
 
 Shareholder Services... 800/421-0180
                         ext. 1
 
 Dealer Services........ 800/421-9900 
                         ext. 11
 
 American FundsLine(R)...800/325-3590
 (24-hour information)
 
 
 
<PAGE>
 
 
- -------------------------------------------------------------------------------
 
         SUMMARY OF    This table is designed to help you understand costs of
           EXPENSES    investing in the fund. These are historical expenses;
                       your actual expenses may vary.
 
     Average annual   
 expenses paid over   
   a 10-year period   
           would be   
  approximately $14   
 per year, assuming   
           a $1,000   
   investment and a   
  5% annual return.   
                        
<TABLE> 
                       <S>                                                      <C>           
                       SHAREHOLDER TRANSACTION EXPENSES                                       
                       Maximum sales charge on purchases                                      
                        (as a percentage of offering price).................... 5.75%/1/ 
</TABLE>
                       The fund has no sales charge on reinvested dividends,
                       deferred sales charge,/2/ redemption fees or exchange
                       fees.
<TABLE> 
                       <S>                                                      <C>           
                       ANNUAL FUND OPERATING EXPENSES (as a percentage of                     
                        average net assets)                                                   
                       Management fees......................................... 0.41%         
                       12b-1 expenses.......................................... 0.18%/3/      
                       Other expenses (including audit, legal, shareholder                    
                        services, transfer agent and custodian expenses)....... 0.12%         
                       Total fund operating expenses........................... 0.71%         
</TABLE>
 
<TABLE>                                                               
<CAPTION>                                                             
                        EXAMPLE                           1 YEAR 3 YEARS 5 YEARS 10 YEARS     
                        -------                           ------ ------- ------- --------     
                        <S>                               <C>    <C>     <C>     <C>          
                        You would pay the following                                           
                        cumulative expenses on a $1,000                                       
                        investment, assuming a 5% annual                                      
                        return./4/                         $64     $79     $95     $141       
</TABLE>
                       /1/ Sales charges are reduced for certain large
                           purchases. (See "The American Funds Shareholder
                           Guide: Purchasing Shares--Sales Charges.")
 
                       /2/ Any defined contribution plan qualified under Section
                           401(a) of the Internal Revenue Code including a
                           "401(k)" plan with 200 or more eligible employees or
                           any other purchaser investing at least $1 million in
                           shares of the fund (or in combination with shares of
                           other funds in The American Funds Group other than
                           the money market funds) may purchase shares at net
                           asset value; however, a contingent deferred sales
                           charge of 1% applies on certain redemptions within 12
                           months following such purchases. (See "The American
                           Funds Shareholder Guide: Redeeming Shares--Contingent
                           Deferred Sales Charge.")
 
                       /3/ These expenses may not exceed 0.25% of the fund's
                           average net assets annually. (See "Fund Organization
                           and Management--Plan of Distribution.") Due to these
                           distribution expenses, long-term shareholders may pay
                           more than the economic equivalent of the maximum
                           front-end sales charge permitted by the National
                           Association of Securities Dealers.
 
                       /4/ Use of this assumed 5% return is required by the
                           Securities and Exchange Commission; it is not an
                           illustration of past or future investment results.
                           THIS EXAMPLE SHOULD NOT BE CONSIDERED A
                           REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
                           EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
                           
                                                                              3
 
 
<PAGE>
[
 
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Deloitte
         HIGHLIGHTS    & Touche LLP, independent accountants, whose unquali-
       (For a share    fied report covering each of the most recent five years
        outstanding    is included in the statement of additional information.
     throughout the    This information should be read in conjunction with the
       fiscal year)    financial statements and accompanying notes which are
                       also included in the statement of additional informa-
                       tion.
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED FEBRUARY 28/29
                            ------------------------------------------------------------------------------
                             1995    1994    1993    1992    1991    1990    1989    1988    1987    1986
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  <S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
  Net Asset Value, 
   Beginning of Year......  $12.98  $13.52  $13.23  $11.57  $10.87  $10.63  $10.37  $11.72  $10.35  $ 8.86
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS
    Net investment income.     .14     .12     .13     .17     .22     .27     .23     .21     .18     .19
    Net realized and
     unrealized gain
     (loss) on
     investments..........     .24    1.28     .63    2.10    1.44    1.22     .71    (.57)   2.63    1.73
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Total from investment
      Operations..........     .38    1.40     .76    2.27    1.66    1.49     .94    (.36)   2.81    1.92
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
   LESS DISTRIBUTIONS
    Dividends (from net
     investment income)...    (.13)   (.12)   (.15)   (.15)   (.25)   (.27)   (.29)   (.30)   (.19)   (.19)
    Distributions (from
     capital gains).......    (.95)  (1.82)   (.32)   (.46)   (.71)   (.98)   (.39)   (.69)  (1.25)   (.24)
    Returns of capital....      --      --      --      --      --      --      --      --      --      --
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Total Distributions..   (1.08)  (1.94)   (.47)   (.61)   (.96)  (1.25)   (.68)   (.99)  (1.44)   (.43)
                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  Net Asset Value, End of
   Year...................  $12.28  $12.98  $13.52  $13.23  $11.57  $10.87  $10.63  $10.37  $11.72  $10.35
                            ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
  Total Return/1/.........    3.41%  11.31%   5.94%  20.41%  16.76%  14.00%   9.63% (3.14)%  30.34%  22.97%
  RATIOS/SUPPLEMENTAL DATA
   Net assets, end of year
    (in millions).........  $2,970  $3,063  $3,016  $2,796  $2,205  $1,928  $1,722  $1,691  $1,791  $1,419
   Ratio of expenses to
    average net assets....     .71%    .72%    .73%    .75%    .79%    .72%    .70%    .63%    .51%    .54%
   Ratio of net income to
    average net assets....    1.16%    .89%   1.02%   1.37%   2.08%   2.33%   2.16%   1.90%   1.85%   2.18%
   Portfolio turnover
    rate..................   17.92%  22.18%  14.72%   7.74%  16.32%  18.15%  14.46%  12.00%  16.62%  27.38%
</TABLE>
- ----------
/1/ This was calculated without deducting a sales charge. The maximum
    sales charge is 5.75% of the fund's offering price.
               
         INVESTMENT    The fund's investment objective is to provide share-
      OBJECTIVE AND    holders with long-term growth of capital. Whatever cur-
           POLICIES    rent income is generated by the fund is likely to be
                       incidental to the objective of capital growth. Normal-
 The fund's goal is    ly, the fund will invest primarily in common stocks.
     to provide you    However, assets may also be held in securities convert-
     with long-term    ible into common stocks, straight debt securities (it
 growth of capital.    is the fund's current intention to restrict these in-
                       vestments to those rated in the top three quality cate-
                       gories by Moody's Investors Service, Inc. or Standard &
                       Poor's Corporation or determined to be of equivalent
                       quality by Capital Research and Management Company),
                       cash or cash equivalents, U.S. Government securities,
                       or nonconvertible preferred stocks. (See the statement
                       of additional information for a description of cash
                       equivalents.)
 
4
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
                       The fund's investment restrictions (which are described
                       in the statement of additional information) and
                       objective cannot be changed without shareholder
                       approval. All other investment practices may be changed
                       by the fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVE CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
         INVESTMENT    RISKS OF INVESTING Because the fund invests in common
         TECHNIQUES    stocks, the fund's portfolio is subject to market
                       risks, including, for example, the possibility that
       Investing in    stock prices in general may decline over short or even
         stocks and    extended periods.
     bonds involves 
     certain risks.    The fund may also invest in fixed-income securities,    
                       including bonds, which have market values which tend to
                       vary inversely with the level of interest rates--when   
                       interest rates rise, their values will tend to decline 
                       and vice versa. Although under normal market conditions
                       longer term securities yield more than shorter term    
                       securities of similar quality, they are subject to     
                       greater price fluctuations. These fluctuations in the  
                       value of the fund's investments will be reflected in   
                       its net asset value per share.                         
                      
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolio of the fund is divided into
                       segments which are managed by individual counselors.
                       Each counselor decides how the segment will be invested
                       (within the limits provided by the fund's objective and
                       policies and by Capital Research and Management
                       Company's investment committee). In addition, Capital
                       Research and Management Company's research
                       professionals make investment decisions with respect to
                       a portion of the fund's portfolio. The primary
                       individual portfolio counselors for the fund are listed
                       on the next page.
 
                                                                              5
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      YEARS OF EXPERIENCE
                                                                              AS
                                                                    INVESTMENT PROFESSIONAL
                                                                         (APPROXIMATE)
                                            YEARS OF EXPERIENCE AS
                                             PORTFOLIO COUNSELOR   WITH CAPITAL
                                                (AND RESEARCH      RESEARCH AND
     PORTFOLIO                                  PROFESSIONAL,       MANAGEMENT
    COUNSELORS                                IF APPLICABLE) FOR    COMPANY OR
        FOR                                    AMCAP FUND, INC.        ITS         TOTAL
 AMCAP FUND, INC.       PRIMARY TITLE(S)        (APPROXIMATE)       AFFILIATES     YEARS
- -------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                    <C>          <C>
 Gordon Crawford     Senior Vice President  5 years, (plus 10        24 years     24 years
                     of the Fund. Senior    years as a research
                     Vice President and     professional prior to
                     Director, Capital      becoming a portfolio
                     Research Company*      counselor for the
                                            fund)
- -------------------------------------------------------------------------------------------
 James E. Drasdo     Senior Vice President  10 years, (plus 7        18 years     23 years
                     and Director, Capital  years as a research
                     Research and           professional prior to
                     Management Company     becoming a portfolio
                                            counselor for the
                                            fund)
- -------------------------------------------------------------------------------------------
 James B. Lovelace   Vice President,        1 year, (plus 6 years    13 years     13 years
                     Capital Research and   as a research
                     Management Company     professional prior to
                                            becoming a portfolio
                                            counselor for the
                                            fund)
- -------------------------------------------------------------------------------------------
 William C. Newton   Senior Partner, The    Since the fund began     36 years     42 years
                     Capital Group          operations in 1967
                     Partners, L.P.*
- -------------------------------------------------------------------------------------------
 James F. Rothenberg President and          1 year                   25 years     25 years
                     Director, Capital
                     Research and
                     Management Company
- -------------------------------------------------------------------------------------------
 R. Michael Shanahan President and          9 years                  30 years     30 years
                     Director of the fund.
                     Chairman of the Board
                     and Principal
                     Executive Officer,
                     Capital Research and
                     Management Company
</TABLE>
 
- -------------------------------------------------------------------------------
 The fund began operations on May 1, 1967.
 
*  Company affiliated with Capital Research and Management Company.
 
 
 INVESTMENT RESULTS    The fund may from time to time compare its investment
                       results to various unmanaged indices or other mutual
       The fund has    funds in reports to shareholders, sales literature and
   averaged a total    advertisements. The results may be calculated on a to-
 return of 12.11% a    tal return and/or yield basis for various periods, with
 year (assuming the    or without sales charges. Results calculated without a
      maximum sales    sales charge will be higher. Total returnsassume the
   charge was paid)    reinvestment of all dividends and capital gain distri-
  over its lifetime    butions.
       (May 1, 1967  
  through March 31,    The fund's average annual total returns are calculated   
              1995)    in accordance with Securities and Exchange Commission    
                       requirements which provide that the maximum sales        
                       charge be reflected. The fund's total return over the  
                       past 12 months and average annual total returns over   
                       the past five-year and ten-year periods as of March 31,
                       1995 were 3.01%, 9.73% and 12.54%, respectively. Of    
                       course, past results are not an indication of future   
                       results. Further information regarding the fund's in-  
                       vestment results is contained in the fund's annual re- 
                       port which may be obtained without charge by writing to
                       the Secretary of the fund at the address indicated on  
                       the cover of this prospectus.                          
                    
6
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
         DIVIDENDS,    DIVIDENDS AND DISTRIBUTIONS Dividends are usually paid
  DISTRIBUTIONS AND    twice each year. All capital gains, if any, are dis-
              TAXES    tributed annually. When a dividend or capital gain is
                       distributed, the net asset value per share is reduced
                       by the amount of the payment.
 
Income distributions   FEDERAL TAXES The fund intends to operate as a "regu-
    are usually made   lated investment company" under the Internal Revenue
    twice each year.   Code. In any fiscal year in which the fund so qualifies
                       and distributes to shareholders all of its net invest-
                       ment income and net capital gains, the fund itself is
                       relieved of federal income tax.
 
                       All dividends and capital gains are taxable whether
                       they are reinvested or received in cash--unless you are
                       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 dividends and capital gains
                       paid during the prior year. Such dividends and capital
                       gains may also be subject to state or local taxes.
 
                       IF YOU HAVE NOT FURNISHED A CERTIFIED CORRECT TAXPAYER
                       IDENTIFICATION NUMBER (GENERALLY YOUR SOCIAL SECURITY
                       NUMBER) AND HAVE NOT CERTIFIED THAT WITHHOLDING DOES
                       NOT APPLY, OR IF THE INTERNAL REVENUE SERVICE HAS
                       NOTIFIED THE FUND THAT THE TAXPAYER IDENTIFICATION
                       NUMBER LISTED ON YOUR ACCOUNT IS INCORRECT ACCORDING TO
                       THEIR RECORDS OR THAT YOU ARE SUBJECT TO BACKUP
                       WITHHOLDING, FEDERAL LAW GENERALLY REQUIRES THE FUND TO
                       WITHHOLD 31% FROM ANY DIVIDENDS AND/OR REDEMPTIONS
                       (INCLUDING EXCHANGE REDEMPTIONS). Amounts withheld are
                       applied to your federal tax liability; a refund may be
                       obtained from the Service if withholding results in
                       overpayment of taxes. Federal law also requires the
                       fund to withhold 30% or the applicable tax treaty rate
                       from dividends paid to certain nonresident alien, non-
                       U.S. partnership and non-U.S. corporation shareholder
                       accounts.
 
                       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 AD-
                       VISER FOR FURTHER INFORMATION.
 
                                                                              7
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
 
  FUND ORGANIZATION    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
     AND MANAGEMENT    end diversified management investment company, was
                       organized as a Delaware corporation in 1966 and
      The fund is a    reorganized as a Maryland corporation in 1990. The
      member of The    fund's board supervises fund operations and performs
     American Funds    duties required by applicable state and federal law.
    Group, which is    Members of the board who are not employed by Capital
  managed by one of    Research and Management Company or its affiliates are
    the largest and    paid certain fees for services rendered to the fund as
   most experienced    described in the statement of additional information.
         investment    They may elect to defer all or a portion of these fees
          advisers.    through a deferred compensation plan in effect for the
                       fund. Shareholders have one vote per share owned and,
                       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. There will not usually be a shareholder meeting
                       in any year except, for example, when the election of
                       the board is required to be acted upon by shareholders
                       under the Investment Company Act of 1940.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los Ange-
                       les, CA 90071 and at 135 South State College Boulevard,
                       Brea, CA 92621. (See "The American Funds Shareholder
                       Guide: Purchasing Shares--Investment Minimums and Fund
                       Numbers" for a listing of funds in The American Funds
                       Group.) Capital Research and Management Company manages
                       the investment portfolio and business affairs of the
                       fund and receives a fee at the annual rate of 0.485%
                       per annum on the first $1 billion of the fund's average
                       net assets; plus 0.385% per annum on the portion of
                       such net assets in excess of $1 billion but less than
                       $2 billion; plus 0.355% per annum on the portion of
                       such net assets in excess of $2 billion but less than
                       $3 billion; plus 0.335% per annum on the portion of
                       such net assets in excess of $3 billion but less than
                       $5 billion; plus 0.32% per annum on the portion of such
                       net assets in excess of $5 billion but less than $8
                       billion; plus 0.31% per annum on the portion of such
                       net assets in excess of $8 billion.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc.") , which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
8
 
 
<PAGE>
[
 
- -------------------------------------------------------------------------------
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendations
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.)
 
                       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. In the over-the-counter mar-
                       ket, purchases and sales are transacted directly with
                       principal market-makers except in those circumstances
                       where it appears better prices and executions are
                       available elsewhere.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and execu-
                       tions, preference may be given to brokers that have
                       sold shares of the fund or have provided investment re-
                       search, statistical, and other related services for the
                       benefit of the fund and/or of other funds served by
                       Capital Research and Management Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors is located
                       at 333 South Hope Street, Los Angeles, CA 90071, 135
                       South State College Boulevard, Brea, CA 92621, 8000 IH-
                       10 West, San Antonio, TX 78230, 8332 Woodfield Crossing
                       Boulevard, Indianapolis, IN 46240 and 5300 Robin Hood
                       Road, Norfolk, VA 23513. Telephone conversations with
                       American Funds Distributors may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
                       PLAN OF DISTRIBUTION The fund has a plan of distribu-
                       tion or "12b-1 Plan" under which it may finance activi-
                       ties primarily intended to sell shares, provided the
                       categories of expenses are approved in advance by the
                       board and the expenses paid under the plan were in-
                       curred within the last 12 months and accrued while the
                       plan is in effect. Expenditures by the fund under the
                       plan may not exceed 0.25% of its average net assets an-
                       nually (all of which may be for service fees). See
                       "Purchasing Shares--Sales Charges" below.
 
                       TRANSFER AGENT American Funds Service Company, a wholly
                       owned subsidiary of Capital Research and Management
                       Company, is the transfer agent and performs shareholder
                       service functions. It was paid a fee of $2,430,000 for
                       the year ended February 28, 1995. Telephone conversa-
                       tions with American Funds Service Company may be re-
                       corded or monitored for verification, recordkeeping and
                       quality assurance purposes.
 
                                                                              9
 
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
                             AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                        SERVICE      
                         AREA       ADDRESS                AREAS SERVED
                       --------------------------------------------------------
                       WEST     P.O. Box 2205          AK, AZ, CA, HI, ID,    
                                Brea, CA 92622-2205    MT, NV, OR, UT, WA and 
                                Fax: 714/671-7080      outside the U.S.       
                       --------------------------------------------------------
                       CENTRAL- P.O. Box 659522             AR, CO, IA, KS, LA, 
                       WEST     San Antonio, TX 78265-9522  MN, MO, ND, NE, NM,
                                Fax: 210/530-4050           OK, SD, TX, and WY  
                       --------------------------------------------------------
                       CENTRAL- P.O. Box 6007               AL, IL, IN, KY, MI, 
                       EAST     Indianapolis, IN 46206-6007 MS, OH, TNand WI    
                                Fax: 317/735-6620        
                       --------------------------------------------------------
                       EAST     P.O. Box 2280            CT, DE, FL, GA, MA,    
                                Norfolk, VA 23501-2280   MD, ME, NC, NH, NJ,    
                                Fax: 804/670-4773        NY, PA, RI, SC, VA,    
                                                         VT, WV and Washington, 
                                                         D.C.                   
                       --------------------------------------------------------
                        ALL SHAREHOLDERS MAY CALL AMERICAN FUNDS SERVICE
                        COMPANY AT 800/421-0180 FOR SERVICE.
                       --------------------------------------------------------
 
 
                                   [UNITED STATES MAP APPEARS HERE]
                       --------------------------------------------------------
                       West (light grey); Central-West (white); Central-East
                       (dark grey), East (red)
 
10
 
 
<PAGE>
 
[LOGO OF THE AMERICAN FUNDS SHAREHOLDER GUIDE]
 
  PURCHASING SHARES    METHOD    INITIAL INVESTMENT   ADDITIONAL INVESTMENTS
                      ---------------------------------------------------------
 
    Your investment              See "Investment      $50 minimum (except
    dealer can help              Minimums and Fund    where a lower
 you establish your              Numbers" for         minimum is noted
  account--and help              initial              under "Investment
      you add to it              investment           Minimums and Fund
 whenever you like.              minimums.            Numbers").
                      ---------------------------------------------------------
                      By         Visit any            Mail directly to
                      contacting investment dealer    your investment
                      your       who is registered    dealer's address
                      investment in the state         printed on your
                      dealer     where the            account statement.
                                 purchase is made
                                 and who has a
                                 sales agreement
                                 with American
                                 Funds
                                 Distributors.
                      ---------------------------------------------------------
                      By mail    Make your check      Fill out the account
                                 payable to the       additions form at the
                                 fund and mail to     bottom of a recent
                                 the address          account statement,
                                 indicated on the     make your check
                                 account              payable to the fund,
                                 application.         write your account
                                 Please indicate      number on your check,
                                 an investment        and mail the check
                                 dealer on the        and form in the
                                 account              envelope provided
                                 application.         with your account
                                                      statement.
                      ---------------------------------------------------------
                      By wire    Call 800/421-0180    Your bank should wire
                                 to obtain your       your additional
                                 account              investments in the
                                 number(s), if        same manner as
                                 necessary. Please    described under
                                 indicate an          "Initial Investment."
                                 investment dealer
                                 on the account.
                                 Instruct your
                                 bank to wire
                                 funds to:
                                 Wells Fargo Bank
                                 155 Fifth Street
                                 Sixth Floor
                                 San Francisco,
                                 CA 94106
                                 (ABA #121000248)
                                 For credit to the
                                 account of:
                                 American Funds
                                 Service Company
                                 a/c #4600-076178
                                 (fund name)
                                 (your fund acct.
                                 no.)
                      ---------------------------------------------------------
                       THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE
                       THE RIGHT TO REJECT ANY PURCHASE ORDER.
 
 
                      SHARE PRICE Shares are purchased at the next offering
                      price after the order is received by the fund or
                      American Funds Service Company. In the case of orders
                      sent directly to the fund or American Funds Service
                      Company, an investment dealer MUST be indicated. This
                      price is the net asset value plus a sales charge, if
                      applicable. Dealers are responsible for promptly
                      transmitting orders. (See the statement of additional
                      information under "Purchase of Shares--Price of
                      Shares.")
 
                      The net asset value per share is determined as of the
                      close of trading (currently 4:00 p.m., New York time) on
                      each day the New York Stock Exchange is open. The
                      current value of the fund's total assets, less all
                      liabilities, is divided by the total number of shares
                      outstanding and the result, rounded to the nearer cent,
                      is the net asset value per share. The net asset value
                      per share of the money market funds normally will remain
                      constant at $1.00 based on the funds' current practice
                      of valuing their shares on the basis of the penny-
                      rounding method in accordance with rules of the
                      Securities and Exchange Commission.
 
                      SHARE CERTIFICATES Shares are credited to your account
                      and certificates are not issued unless specifically
                      requested. This eliminates the costly problem of lost or
                      destroyed certificates.
 
                                                                              11
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       If you would like certificates issued, please request
                       them by writing to American Funds Service Company.
                       There is usually no charge for issuing certificates in
                       reasonable denominations. CERTIFICATES ARE NOT
                       AVAILABLE FOR THE MONEY MARKET FUNDS.
 
                       INVESTMENT MINIMUMS AND FUND NUMBERS Here are the
                       minimum initial investments required by the funds in
                       The American Funds Group along with fund numbers for
                       use with our automated phone line, American
                       FundsLine(R) (see description below):
 
 
<TABLE>
<CAPTION>
                               MINIMUM
                               INITIAL    FUND
  FUND                        INVESTMENT NUMBER
  ----                        ---------- ------
  <S>                         <C>        <C>
  STOCK AND STOCK/BOND FUNDS
  AMCAP Fund(R).........        $1,000     02
  American Balanced
   Fund(R)..............           500     11
  American Mutual
   Fund(R)..............           250     03
  Capital Income
   Builder(R)...........         1,000     12
  Capital World Growth
   and Income Fund(SM)..         1,000     33
  EuroPacific Growth
   Fund(R)..............           250     16
  Fundamental
   Investors(SM)........           250     10
  The Growth Fund of
   America(R)...........         1,000     05
  The Income Fund of
   America(R)...........         1,000     06
  The Investment Company
   of America(R)........           250     04
  The New Economy
   Fund(R)..............         1,000     14
  New Perspective
   Fund(R)..............           250     07
  SMALLCAP World 
   Fund(SM).............         1,000     35
  Washington Mutual 
   Investors Fund(SM)...           250     01
 
<CAPTION>
                               MINIMUM
                               INITIAL    FUND
  FUND                        INVESTMENT NUMBER
  ----                        ---------- ------
  <S>                         <C>        <C>
  BOND FUNDS
  American High-Income 
   Municipal Bond Fund(SM).       $1,000     40
  American High-Income
  Trust(R).................        1,000     21
  The Bond Fund of
  America(SM)..............        1,000     08
  Capital World Bond
  Fund(R)..................        1,000     31
  Intermediate Bond Fund
  of America(R)............        1,000     23
  Limited Term Tax-Exempt
  Bond Fund of America(SM).        1,000     43
  The Tax-Exempt Bond Fund
  of America(SM)...........        1,000     19
  The Tax-Exempt Fund of
  California(R)*...........        1,000     20
  The Tax-Exempt Fund of
  Maryland(R)*.............        1,000     24
  The Tax-Exempt Fund of
  Virginia(R)*.............        1,000     25
  U.S. Government 
   Securities Fund(SM).....        1,000     22
 
  MONEY MARKET FUNDS
  The Cash Management
  Trust of America(R)......        2,500     09
  The Tax-Exempt Money
  Fund of America(SM)......        2,500     39
  The U.S. Treasury Money
  Fund of America(SM)......        2,500     49
</TABLE>
 --------
*Available only in certain states.
 
 
                       For retirement plan investments, the minimum is $250,
                       except that the money market funds have a minimum of
                       $1,000 for individual retirement accounts (IRAs).
                       Minimums are reduced to $50 for purchases through
                       "Automatic Investment Plans" (except for the money
                       market funds) or to $25 for purchases by retirement
                       plans through payroll deductions and may be reduced or
                       waived for shareholders of other funds in The American
                       Funds Group. TAX-EXEMPT FUNDS SHOULD NOT SERVE AS
                       RETIREMENT PLAN INVESTMENTS. The minimum is $50 for
                       additional investments (except as noted above).
 
                       SALES CHARGES The sales charges you pay when purchasing
                       the stock, stock/bond, and bond funds of The American
                       Funds Group are set forth below. The money market funds
                       of The American Funds Group are offered at net asset
                       value. (See "Investment Minimums and Fund Numbers" for
                       a listing of the funds.)
 
12
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          DEALER
                                                     SALES CHARGE AS    CONCESSION
                                                   PERCENTAGE OF THE:  AS PERCENTAGE
                                                   ------------------     OF THE
               AMOUNT OF PURCHASE                  NET AMOUNT OFFERING   OFFERING
               AT THE OFFERING PRICE                INVESTED   PRICE       PRICE
               ---------------------               ---------- -------- -------------
               <S>                                 <C>        <C>      <C>
               STOCK AND STOCK/BOND FUNDS
               Less than $50,000.................    6.10%     5.75%       5.00%
               $50,000 but less than $100,000....    4.71      4.50        3.75
               BOND FUNDS
               Less than $25,000.................    4.99      4.75        4.00
               $25,000 but less than $50,000.....    4.71      4.50        3.75
               $50,000 but less than $100,000....    4.17      4.00        3.25
               STOCK, STOCK/BOND, AND BOND FUNDS
               $100,000 but less than $250,000...    3.63      3.50        2.75
               $250,000 but less than $500,000...    2.56      2.50        2.00
               $500,000 but less than $1,000,000.    2.04      2.00        1.60
               $1,000,000 or more................    none      none     (see below)
</TABLE>
 
 
                       Commissions of up to 1% will be paid to dealers who
                       initiate and are responsible for purchases of $1
                       million or more, for purchases by any defined
                       contribution plan qualified under Section 401(a) of the
                       Internal Revenue Code including a "401(k)" plan with
                       200 or more eligible employees (paid pursuant to the
                       fund's plan of distribution), and for purchases made at
                       net asset value by certain retirement plans of
                       organizations with collective retirement plan assets of
                       $100 million or more as set forth in the statement of
                       additional information (paid by American Funds
                       Distributors).
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will provide
                       additional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the fund or other funds
                       in The American Funds Group. These incentive payments
                       will be based on a pro rata share of a qualifying
                       dealer's sales.
 
                       Any defined contribution plan qualified under Section
                       401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees or
                       any other purchaser investing at least $1 million in
                       shares of the fund (or in combination with shares of
                       other funds in The American Funds Group other than the
                       money market funds) may purchase shares at net asset
                       value; however, a contingent deferred sales charge of
                       1% is imposed on certain redemptions within one year of
                       the purchase. (See "Redeeming Shares--Contingent
                       Deferred Sales Charge.")
 
                       Qualified dealers currently are paid a continuing
                       service fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund
                       Organization and Management--
 
                                                                             13
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       Plan of Distribution.") These services include
                       processing purchase and redemption transactions,
                       establishing shareholder accounts and providing certain
                       information and assistance with respect to the fund.
 
                       NET ASSET VALUE PURCHASES The stock, stock/bond and
                       bond funds may sell shares at net asset value to: (1)
                       current or retired directors, trustees, officers and
                       advisory board members of the funds managed by Capital
                       Research and Management Company, employees of
                       Washington Management Corporation, employees and
                       partners of The Capital Group Companies, Inc. and its
                       affiliated companies, certain family members of the
                       above persons, and trusts or plans primarily for such
                       persons; (2) current or retired registered
                       representatives or full-time employees and their
                       spouses and minor children of dealers having sales
                       agreements with American Funds Distributors and plans
                       for such persons; (3) companies exchanging securities
                       with the fund through a merger, acquisition or exchange
                       offer; (4) trustees or other fiduciaries purchasing
                       shares for certain retirement plans of organizations
                       with retirement plan assets of $100 million or more;
                       (5) insurance company separate accounts; (6) accounts
                       managed by subsidiaries of The Capital Group Companies,
                       Inc.; and (7) The Capital Group Companies, Inc., its
                       affiliated companies and Washington Management
                       Corporation. Shares are offered at net asset value to
                       these persons and organizations due to anticipated
                       economies in sales effort and expense.
 
           REDUCING    AGGREGATION Sales charge discounts are available for
         YOUR SALES    certain aggregated investments. Qualifying investments
             CHARGE    include those by you, your spouse and your children
                       under the age of 21, if all parties are purchasing
       You and your    shares for their own account(s), which may include
   immediate family    purchases through employee benefit plan(s) such as an
        may combine    IRA, individual-type 403(b) plan or single-participant
     investments to    Keogh-type plan or by a business solely controlled by
 reduce your costs.    these individuals (for example, the individuals own the
                       entire business) or by a trust (or other fiduciary
                       arrangement) solely for the benefit of these
                       individuals. Individual purchases by a trustee(s) or
                       other fiduciary(ies) may also be aggregated if the
                       investments are (1) for a single trust estate or
                       fiduciary account, including an employee benefit plan
                       other than those described above or (2) made for two or
                       more employee benefit plans of a single employer or of
                       affiliated employers as defined in the Investment
                       Company Act of 1940, again excluding employee benefit
                       plans described above, or (3) for a diversified common
                       trust fund or other diversified pooled account not
                       specifically formed for the purpose of accumulating
                       fund shares. Purchases made for nominee or street name
                       accounts (securities held in the name of an investment
                       dealer or another nominee such as a bank trust
                       department instead of the customer) may not be
                       aggregated with those made for other accounts and may
                       not be aggregated with other nominee or street name
                       accounts unless otherwise qualified as described above.
 
14
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       CONCURRENT PURCHASES To qualify for a reduced sales
                       charge, you may combine concurrent purchases of two or
                       more funds in The American Funds Group, except direct
                       purchases of the money market funds. (Shares of the
                       money market funds purchased through an exchange,
                       reinvestment or cross-reinvestment from a fund having a
                       sales charge do qualify.) For example, if you
                       concurrently invest $25,000 in one fund and $25,000 in
                       another, the sales charge would be reduced to reflect a
                       $50,000 purchase.
 
                       RIGHT OF ACCUMULATION The sales charge for your invest-
                       ment may also be reduced by taking into account the
                       current value of your existing holdings in The American
                       Funds Group. Direct purchases of the money market funds
                       are excluded. (See account application.)
 
                       STATEMENT OF INTENTION You may reduce sales charges on
                       all investments by meeting the terms of a statement of
                       intention, a non-binding commitment to invest a certain
                       amount in fund shares subject to a commission within a
                       13-month period. Five percent of the statement amount
                       will be held in escrow to cover additional sales
                       charges which may be due if your total investments over
                       the statement period are insufficient to qualify for a
                       sales charge reduction. (See account application and
                       the statement of additional information under "Purchase
                       of Shares--Statement of Intention.")
 
                       YOU MUST LET YOUR INVESTMENT DEALER OR AMERICAN FUNDS
                       SERVICE COMPANY KNOW IF YOU QUALIFY FOR A REDUCTION IN
                       YOUR SALES CHARGE USING ONE OR ANY COMBINATION OF THE
                       METHODS DESCRIBED ABOVE.
 
        SHAREHOLDER    AUTOMATIC INVESTMENT PLAN You may make regular monthly
           SERVICES    or quarterly investments through automatic charges to
                       your bank account. Once a plan is established, your ac-
    The fund offers    count will normally be charged by the 10th day of the
     you a valuable    month during which an investment is made (or by the
  array of services    15th day of the month in the case of any retirement
        designed to    plan for which Capital Guardian Trust Company--another
       increase the    affiliate of The Capital Group Companies, Inc.--acts as
    convenience and    trustee or custodian).
     flexibility of   
  your investment--    AUTOMATIC REINVESTMENT Dividends and capital gain dis-  
   services you can    tributions are reinvested in additional shares at no    
  use to alter your    sales charge unless you indicate otherwise on the       
 investment program    account application. You also may elect to have divi-   
  as your needs and    dends and/or capital gain distributions paid in cash by 
      circumstances    informing the fund, American Funds Service Company or   
            change.    your investment dealer.                                 
                                                                                
                       CROSS-REINVESTMENT You may cross-reinvest dividends or  
                       dividends and capital gain distributions paid by one    
                       fund into another fund in The American Funds Group,     
                       subject to conditions outlined in the statement of ad-  
                       ditional information. Generally, to use this service    
                       the value of your account in the paying fund must equal 
                       at least $5,000.                                        
                                            
                       EXCHANGE PRIVILEGE You may exchange shares into other
                       funds in The American Funds Group. Exchange purchases
                       are subject to the minimum investment requirements of
                       the fund purchased and no sales
 
                                                                             15
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       charge generally applies. However, exchanges of shares
                       from the money market funds are subject to applicable
                       sales charges on the fund being purchased, unless the
                       money market fund shares were acquired by an exchange
                       from a fund having a sales charge, or by reinvestment
                       or cross-reinvestment of dividends or capital gain
                       distributions.
 
                       You may exchange shares by writing to American Funds
                       Service Company (see "Redeeming Shares"), by contacting
                       your investment dealer, by using American FundsLine(R)
                       (see "Shareholder Services--American FundsLine(R)" be-
                       low), or by telephoning 800/421-0180 toll-free, faxing
                       (see "Transfer Agent" above for the appropriate fax
                       numbers) or telegraphing American Funds Service Compa-
                       ny. (See "Telephone 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, fax or telegraph.
                       Exchange redemptions and purchases are processed simul-
                       taneously at the share prices next determined after the
                       exchange order is received. (See "Purchasing Shares--
                       Share Price.") THESE TRANSACTIONS HAVE THE SAME TAX
                       CONSEQUENCES AS ORDINARY SALES AND PURCHASES.
 
                       AUTOMATIC EXCHANGES You may automatically exchange
                       shares (in amounts of $50 or more) among any of the
                       funds in The American Funds Group on any day (or pre-
                       ceding business day if the day falls on a non-business
                       day) of each month you designate. You must either meet
                       the minimum initial investment requirement for the re-
                       ceiving fund OR the originating fund's balance must be
                       at least $5,000 and the receiving fund's minimum must
                       be met within one year.
 
                       AUTOMATIC WITHDRAWALS You may make automatic
                       withdrawals of $50 or more as follows: five or more
                       times per year if you have an account of $10,000 or
                       more, or four or fewer times per year if you have an
                       account of $5,000 or more. Withdrawals are made on or
                       about the 15th day of each month you designate, and
                       checks will be sent within seven days. (See "Other
                       Important Things to Remember.") Additional investments
                       in a withdrawal account must not be less than one
                       year's scheduled withdrawals or $1,200, whichever is
                       greater. However, additional investments in a
                       withdrawal account may be inadvisable due to sales
                       charges and tax liabilities.
 
                       THESE SERVICES ARE AVAILABLE ONLY IN STATES WHERE THE
                       FUND TO BE PURCHASED MAY BE LEGALLY OFFERED AND MAY BE
                       TERMINATED OR MODIFIED AT ANY TIME UPON 60 DAYS'
                       WRITTEN NOTICE.
 
                       ACCOUNT STATEMENTS Your account is opened in accordance
                       with your registration instructions. Transactions in
                       the account, such as additional investments and
                       dividend reinvestments, will be reflected on regular
                       confirmation statements from American Funds Service
                       Company.
 
16
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       AMERICAN FUNDSLINE(R) You may check your share balance,
                       the price of your shares, or your most recent account
                       transaction, redeem shares (up to $10,000 per fund, per
                       account each day), or exchange shares around the clock
                       with American FundsLine(R). To use this service, call
                       800/325-3590 from a TouchTone(TM) telephone.
                       Redemptions and exchanges through American FundsLine(R)
                       are subject to the conditions noted above and in
                       "Redeeming Shares--Telephone Redemptions and Exchanges"
                       below. You will need your fund number (see the list of
                       funds in The American Funds Group under "Purchasing
                       Shares--Investment Minimums and Fund Numbers"),
                       personal identification number (the last four digits of
                       your Social Security number or other tax identification
                       number associated with your account) and account
                       number.
 
          REDEEMING     By writing to  Send a letter of instruction
             SHARES     American       specifying the name of the fund, the
                        Funds Service  number of shares or dollar amount to
 You may take money     Company (at    be sold, your name and account
        out of your     the            number. You should also enclose any
   account whenever     appropriate    share certificates you wish to
        you please.     address        redeem. For redemptions over $50,000
                        indicated      and for certain redemptions of
                        under "Fund    $50,000 or less (see below), your
                        Organization   signature must be guaranteed by a
                        and            bank, savings association, credit
                        Management--   union, or member firm of a domestic
                        Transfer       stock exchange or the National
                        Agent")        Association of Securities Dealers,
                                       Inc., that is an eligible guarantor
                                       institution. You should verify with
                                       the institution that it is an
                                       eligible guarantor prior to signing.
                                       Additional documentation may be
                                       required for redemption of shares
                                       held in corporate, partnership or
                                       fiduciary accounts. Notarization by a
                                       Notary Public is not an acceptable
                                       signature guarantee.
                       -------------------------------------------------------- 
                        By contacting  If you redeem shares through your
                        your           investment dealer, you may be charged
                        investment     for this service. SHARES HELD FOR YOU
                        dealer         IN YOUR INVESTMENT DEALER'S STREET
                                       NAME MUST BE REDEEMED THROUGH THE
                                       DEALER.
 
                       --------------------------------------------------------
                        You may have   You may use this option, provided the
                        a redemption   account is registered in the name of
                        check sent to  an individual(s), a UGMA/UTMA
                        you by using   custodian, or a non-retirement plan
                        American       trust. These redemptions may not
                        FundsLine(R)   exceed $10,000 per day, per fund
                        or by          account and the check must be made
                        telephoning,   payable to the shareholder(s) of
                        faxing, or     record and be sent to the address of
                        telegraphing   record provided the address has been
                        American       used with the account for at least 10
                        Funds Service  days. See "Transfer Agent" and
                        Company        "Exchange Privilege" above for the
                        (subject to    appropriate telephone or fax number.
                        the
                        conditions
                        noted in this
                        section and
                        in "Telephone
                        Redemptions
                        and
                        Exchanges"
                        below)
                       --------------------------------------------------------
                        In the case    Upon request (use the account
                        of the money   application for the money market
                        market funds,  funds) you may establish telephone
                        you may have   redemption privileges (which will
                        redemptions    enable you to have a redemption sent
                        wired to your  to your bank account) and/or check
                        bank by        writing privileges. If you request
                        telephoning    check writing privileges, you will be
                        American       provided with checks that you may use
                        Funds Service  to draw against your account. These
                        Company        checks may be made payable to anyone
                        ($1,000 or     you designate and must be signed by
                        more) or by    the authorized number of registered
                        writing a      shareholders exactly as indicated on
                        check ($250    your checking account signature card.
                        or more)
                       --------------------------------------------------------
 
                       A SIGNATURE GUARANTEE IS NOT CURRENTLY REQUIRED FOR ANY
                       REDEMPTION OF $50,000 OR LESS PROVIDED THE REDEMPTION
                       CHECK IS MADE PAYABLE TO THE REGISTERED SHAREHOLDER(S)
                       AND IS MAILED TO THE ADDRESS OF RECORD, PROVIDED THE
                       ADDRESS HAS BEEN USED WITH THE ACCOUNT FOR AT LEAST 10
                       DAYS.
 
                                                                             17
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER AND
                       ALL REQUIRED DOCUMENTATION ARE RECEIVED BY THE FUND OR
                       AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       TELEPHONE REDEMPTIONS AND EXCHANGES By using the
                       telephone (including American FundsLine(R)), fax or
                       telegraph redemption and/or exchange options, you agree
                       to hold the fund, American Funds Service Company, any
                       of its affiliates or mutual funds managed by such
                       affiliates, and each of their respective directors,
                       trustees, officers, employees and agents harmless from
                       any losses, expenses, costs or liability (including
                       attorney fees) which may be incurred in connection with
                       the exercise of these privileges. Generally, all
                       shareholders are automatically eligible to use these
                       options. However, you may elect to opt out of these
                       options by writing American Funds Service Company (you
                       may reinstate them at any time also by writing American
                       Funds Service Company). If American Funds Service
                       Company does not employ reasonable procedures to
                       confirm that the instructions received from any person
                       with appropriate account information are genuine, the
                       fund may be liable for losses due to unauthorized or
                       fraudulent instructions. In the event that shareholders
                       are unable to reach the fund by telephone because of
                       technical difficulties, market conditions, or a natural
                       disaster, redemption and exchange requests may be made
                       in writing only.
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; for distributions from 403(b) plans or IRAs due
                       to death, disability or attainment of age 59 1/2; for
                       tax-free returns of excess contributions to IRAs; for
                       redemptions through certain automatic withdrawals not
                       exceeding 10% of the amount that would otherwise be
                       subject to the charge; and for redemptions in
                       connection with loans made by qualified retirement
                       plans.
 
                       REINSTATEMENT PRIVILEGE You may reinvest proceeds from
                       a redemption or a dividend or capital gain distribution
                       without sales charge (any contingent deferred sales
                       charge paid will be credited to your account) in any
                       fund in The American Funds Group. Send a written
 
18
 
 
<PAGE>
 
 
- -------------------------------------------------------------------------------
 
                       request and a check to American Funds Service Company
                       within 90 days after the date of the redemption or
                       distribution. Reinvestment will be at the next
                       calculated net asset value after receipt. The tax
                       status of a gain realized on a redemption will not be
                       affected by exercise of the reinstatement privilege,
                       but a loss may be nullified if you reinvest in the same
                       fund within 30 days. If you redeem your shares within
                       90 days after purchase and the sales charge on the
                       purchase of other shares is waived under the
                       reinstatement privilege, the sales charge you
                       previously paid for the shares may not be taken into
                       account when you calculate your gain or loss on that
                       redemption.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because each stock,
                       stock/bond and bond fund's net asset value fluctuates,
                       reflecting the market value of the fund's portfolio,
                       the amount a shareholder receives for shares redeemed
                       may be more or less than the amount paid for them.
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
                       A fund may, with 60 days' written notice, close your
                       account if, due to a redemption, the account has a
                       value of less than the minimum required initial
                       investment. (For example, a fund may close an account
                       if a redemption is made shortly after a minimum initial
                       investment is made.)
 
         RETIREMENT    You may invest in the funds through various retirement
              PLANS    plans including the following plans for which Capital
                       Guardian Trust Company acts as trustee or custodian:
                       IRAs, Simplified Employee Pension plans, 403(b) plans
                       and Keogh- and corporate-type business retirement
                       plans. For further information about any of the plans,
                       agreements, applications and annual fees, contact
                       American Funds Distributors or your investment dealer.
                       To determine which retirement plan is appropriate for
                       you, please consult your tax adviser. TAX-EXEMPT FUNDS
                       SHOULD NOT SERVE AS INVESTMENTS FOR RETIREMENT PLANS.
 
                       FOR MORE INFORMATION, PLEASE REFER TO THE ACCOUNT
                       APPLICATION OR THE STATEMENT OF ADDITIONAL INFORMATION.
                       IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE SHAREHOLDER
                       SERVICES DESCRIBED HEREIN OR YOUR ACCOUNT, PLEASE
                       CONTACT YOUR INVESTMENT DEALER OR AMERICAN FUNDS
                       SERVICE COMPANY.
 
                       [LOGO OF        This prospectus has been printed on
                       RECYLED PAPER]  recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency
 
                                                                             19
 
 
 
<PAGE>
 
                 Prospectus                
                                           
           for Retirement Plans                       AMCAP FUND, INC.
                                                               
             Amcap Fund(R)                         333 South Hope Street       
- --------------------------------------         Los Angeles, California 90071   
                                                                               
                                                                               
                                             The fund's investment objective   
                                             is to provide shareholders with   
                                             long-term growth of capital.      
                                             Whatever current income is        
                                             generated by the fund is likely   
                                             to be incidental to the objective 
                                             of capital growth. Normally, the  
                                             fund will invest primarily in     
                                             common stocks.                    
                                                                                
                                             This prospectus relates only to
                                             shares of the fund offered
                                             without a sales charge to
                                             eligible retirement plans. For a
                                             prospectus regarding shares of
                                             the fund to be acquired
                                             otherwise, contact the Secretary
                                             of the fund at the address
                                             indicated above.
 
                                             This prospectus presents
                                             information you should know
                                             before investing in the fund. It
                                             should be retained for future
                                             reference.
 
                                             You may obtain the statement of
                                             additional information, dated May
                                             1, 1995, which contains the
                                             fund's financial statements,
                                             without charge, by writing to the
                                             Secretary of the fund at the
                                             above address or telephoning
                                             800/421-0180. These requests will
                                             be honored within three business
                                             days of receipt.
 
                                             SHARES OF THE FUND ARE NOT
                                             DEPOSITS OR OBLIGATIONS OF, OR
                                             INSURED OR GUARANTEED BY, THE
                                             U.S. GOVERNMENT, ANY FINANCIAL
                                             INSTITUTION, THE FEDERAL DEPOSIT
                                             INSURANCE CORPORATION, OR ANY
                                             OTHER AGENCY, ENTITY OR PERSON.
                                             THE PURCHASE OF FUND SHARES
                                             INVOLVES INVESTMENT RISKS,
                                             INCLUDING THE POSSIBLE LOSS OF
                                             PRINCIPAL.
 
                                             THESE SECURITIES HAVE NOT BEEN
                                             APPROVED OR DISAPPROVED BY THE
                                             SECURITIES AND EXCHANGE
                                             COMMISSION OR ANY STATE
                                             SECURITIES COMMISSION NOR HAS THE
                                             SECURITIES AND EXCHANGE
   An opportunity for long-term              COMMISSION OR ANY STATE
                                             SECURITIES COMMISSION PASSED UPON
      growth of capital                      THE ACCURACY OR ADEQUACY OF THIS
                                             PROSPECTUS. ANY REPRESENTATION TO
                                             THE CONTRARY IS A CRIMINAL
                                             OFFENSE.
 
                                             02-010-0595
           
[LOGO of THE AMERICAN FUNDS GROUP] 
 
 
MAY 1, 1995
 
 
 
<PAGE>
TABLE OF CONTENTS
 
 Summary of Expenses..............  3
 Financial Highlights.............  4
 Investment Objective and
  Policies........................  4
 Investment Techniques............  5
 Investment Results...............  6
 Dividends, Distributions and
  Taxes...........................  7
 Fund Organization and
  Management......................  7
 Purchasing Shares................. 9
 Shareholder Services............. 10
 Redeeming Shares................. 11
 
 
 
<PAGE>
[
- -------------------------------------------------------------------------------
 
         SUMMARY OF    This table is designed to help you understand costs of
           EXPENSES    investing in the fund. These are historical expenses;
                       your actual expenses may vary.
 
                       SHAREHOLDER TRANSACTION EXPENSES
     Average annual    Certain retirement plans may purchase shares of the
 expenses paid over    fund with no sales charge./1/ The fund also has no
   a 10-year period    sales charge on reinvested dividends, deferred sales
           would be    charge, redemption fees or exchange fees.
   approximately $9                         
 per year, assuming  
           a $1,000  
   investment and a  
  5% annual return.  
<TABLE>  
                       <S>                                                      <C>            
                       ANNUAL FUND OPERATING EXPENSES (as a percentage of                      
                        average net assets)                                                    
                       Management fees......................................... 0.41%          
                       12b-1 expenses.......................................... 0.18%/2/       
                       Other expenses (including audit, legal, shareholder                     
                        services, transfer agent and custodian expenses)....... 0.12%          
                       Total fund operating expenses........................... 0.71%          
</TABLE> 
 
     
<TABLE> 
<CAPTION>                                                               
                       EXAMPLE                           1 YEAR 3 YEARS 5 YEARS 10 YEARS       
                       -------                           ------ ------- ------- --------       
                       <S>                               <C>    <C>     <C>     <C>            
                       You would pay the following                                             
                        cumulative expenses on a $1,000     $7     $23     $40     $88         
                        investment, assuming a 5% annual                                       
                        return./3/                                                             
</TABLE>  
                                  
                       /1/ Retirement plans of organizations with $100 million
                           or more in collective retirement plan assets may
                           purchase shares of the fund with no sales charge. In
                           addition, any defined contribution plan qualified
                           under Section 401(a) of the Internal Revenue Code
                           including a "401(k)" plan with 200 or more eligible
                           employees or any other plan that invests at least $1
                           million in shares of the fund (or in combination with
                           shares of other funds in The American Funds Group
                           other than the money market funds) may purchase
                           shares at net asset value; however, a contingent
                           deferred sales charge of 1% applies on certain
                           redemptions within 12 months following such
                           purchases. (See "Redeeming Shares--Contingent
                           Deferred Sales Charge.")
 
                       /2/ These expenses may not exceed 0.25% of the fund's
                           average net assets annually. (See "Fund Organization
                           and Management--Plan of Distribution.") Due to these
                           distribution expenses, long-term shareholders may pay
                           more than the economic equivalent of the maximum
                           front-end sales charge permitted by the National
                           Association of Securities Dealers.
                  
                       /3/ Use of this assumed 5% return is required by the
                           Securities and Exchange Commission; it is not an
                           illustration of past or future investment results.
                          
                           THIS EXAMPLE SHOULD NOT BE CONSIDERED A
                           REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
                           EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
                                                                               
                                                                               3
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Deloitte
         HIGHLIGHTS    & Touche LLP, independent accountants, whose unquali-
       (For a share    fied report covering each of the most recent five years
        outstanding    is included in the statement of additional information.
     throughout the    This information should be read in conjunction with the
       fiscal year)    financial statements and accompanying notes which are
                       also included in the statement of additional informa-
                       tion.
 
<TABLE>
<CAPTION>
                                                   YEAR ENDED FEBRUARY 28/29
                             -------------------------------------------------------------------------------
                              1995    1994    1993    1992    1991    1990    1989    1988     1987    1986
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
   <S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>     <C>
   Net Asset Value, 
    Beginning of Year......  $12.98  $13.52  $13.23  $11.57  $10.87  $10.63  $10.37  $11.72   $10.35  $ 8.86
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
    INCOME FROM INVESTMENT 
     OPERATIONS
     Net investment income.     .14     .12     .13     .17     .22     .27     .23     .21      .18     .19
     Net realized and
      unrealized gain
      (loss) on 
      investments..........     .24    1.28     .63    2.10    1.44    1.22     .71    (.57)    2.63    1.73
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
      Total from Investment
       Operations..........     .38    1.40     .76    2.27    1.66    1.49     .94    (.36)    2.81    1.92
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
    LESS DISTRIBUTIONS
     Dividends (from net
      investment
      income)..............    (.13)   (.12)   (.15)   (.15)   (.25)   (.27)   (.29)   (.30)    (.19)   (.19)
     Distributions (from
      capital gains).......    (.95)  (1.82)   (.32)   (.46)   (.71)   (.98)   (.39)   (.69)   (1.25)   (.24)
     Returns of capital....      --      --      --      --      --      --      --      --       --      --
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
      Total Distributions..   (1.08)  (1.94)   (.47)   (.61)   (.96)  (1.25)   (.68)   (.99)   (1.44)   (.43)
                             ------  ------  ------  ------  ------  ------  ------  ------   ------  ------
   Net Asset Value, End of
    Year...................  $12.28  $12.98  $13.52  $13.23  $11.57  $10.87  $10.63  $10.37   $11.72  $10.35
                             ======  ======  ======  ======  ======  ======  ======  ======   ======  ======
   Total Return/1/.........    3.41%  11.31%   5.94%  20.41%  16.76%  14.00%   9.63%  (3.14)%  30.34%  22.97%
   RATIOS/SUPPLEMENTAL DATA
    Net assets, end of year
     (in millions).........  $2,970  $3,063  $3,016  $2,796  $2,205  $1,928  $1,722  $1,691   $1,791  $1,419
    Ratio of expenses to
     average net assets....     .71%    .72%    .73%    .75%    .79%    .72%    .70%    .63%     .51%    .54%
    Ratio of net income to
     average net assets....    1.16%    .89%   1.02%   1.37%   2.08%   2.33%   2.16%   1.90%    1.85%   2.18%
    Portfolio turnover
     rate..................   17.92%  22.18%  14.72%   7.74%  16.32%  18.15%  14.46%  12.00%   16.62%  27.38%
</TABLE>
  --------
  /1/ Calculated with no sales charge.
 
         INVESTMENT    The fund's investment objective is to provide share-
      OBJECTIVE AND    holders with long-term growth of capital. Whatever cur-
           POLICIES    rent income is generated by the fund is likely to be
                       incidental to the objective of capital growth. Normal-
 The fund's goal is    ly, the fund will invest primarily in common stocks.
     to provide you    However, assets may also be held in securities convert-
    with long-term     ible into common stocks, straight debt securities (it
 growth of capital.    is the fund's current intention to restrict these in-
                       vestments to those rated in the top three quality cate-
                       gories by Moody's Investors Service, Inc. or Standard &
                       Poor's Corporation or determined to be of equivalent
                       quality by Capital Research and Management Company),
                       cash or cash equivalents, U.S. Government securities,
                       or nonconvertible preferred stocks. (See the statement
                       of additional information for a description of cash
                       equivalents.)
 
4
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
                       The fund's investment restrictions (which are described
                       in the statement of additional information) and
                       objective cannot be changed without shareholder
                       approval. All other investment practices may be changed
                       by the fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVE CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
         INVESTMENT    RISKS OF INVESTING  Because the fund invests in common
         TECHNIQUES    stocks, the fund's portfolio is subject to market
                       risks, including, for example, the possibility that
       Investing in    stock prices in general may decline over short or even
   stocks and bonds    extended periods.
   involves certain   
             risks.    The fund may also invest in fixed-income securities,
                       including bonds, which have market values which tend to
                       vary inversely with the level of interest rates--when
                       interest rates rise, their values will tend to decline
                       and vice versa. Although under normal market conditions
                       longer term securities yield more than shorter term
                       securities of similar quality, they are subject to
                       greater price fluctuations. These fluctuations in the
                       value of the fund's investments will be reflected in
                       its net asset value per share.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolio of the fund is divided into
                       segments which are managed by individual counselors.
                       Each counselor decides how the segment will be invested
                       (within the limits provided by the fund's objective and
                       policies and by Capital Research and Management
                       Company's investment committee). In addition, Capital
                       Research and Management Company's research
                       professionals make investment decisions with respect to
                       a portion of the fund's portfolio. The primary
                       individual portfolio counselors for the fund are listed
                       on the next page.
 
                                                                              5
 
 
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      YEARS OF EXPERIENCE
                                                                   AS INVESTMENT PROFESSIONAL
                                                                         (APPROXIMATE)
                                            YEARS OF EXPERIENCE AS
                                                (AND RESEARCH      WITH CAPITAL
                                               PROFESSIONAL IF     RESEARCH AND
     PORTFOLIO                              APPLICABLE) PORTFOLIO   MANAGEMENT
    COUNSELORS                                    COUNSELOR         COMPANY OR
        FOR                                  FOR AMCAP FUND, INC.      ITS          TOTAL
 AMCAP FUND, INC.       PRIMARY TITLE(S)        (APPROXIMATE)       AFFILIATES      YEARS
- ---------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                    <C>          <C>
 Gordon Crawford     Senior Vice President  5 years, (plus 10        24 years     24 years
                     of the fund. Senior    years as a research
                     Vice President and     professional prior to
                     Director, Capital      becoming a portfolio
                     Research Company*      counselor for the
                                            fund)
- ---------------------------------------------------------------------------------------------
 James E. Drasdo     Senior Vice President  10 years, (plus 7        18 years     23 years
                     and Director, Capital  years as a research
                     Research and           professional prior to
                     Management Company     becoming a portfolio
                                            counselor for the
                                            fund)
- ---------------------------------------------------------------------------------------------
 James B. Lovelace   Vice President,        1 year, (plus 6 years    13 years     13 years
                     Capital Research and   as a research
                     Management Company     professional prior to
                                            becoming a portfolio
                                            counselor for the
                                            fund)
- ---------------------------------------------------------------------------------------------
 William C. Newton   Senior Partner, The    Since the fund began     36 years     42 years
                     Capital Group          operations in 1967
                     Partners, L.P.*
- ---------------------------------------------------------------------------------------------
 James F. Rothenberg President and          1 year                   25 years     25 years
                     Director, Capital
                     Research and
                     Management Company
- ---------------------------------------------------------------------------------------------
 R. Michael Shanahan President and          9 years                  30 years     30 years
                     Director of the fund.
                     Chairman of the Board
                     and Principal
                     Executive Officer,
                     Capital Research and
                     Management Company
</TABLE>
 
- -------------------------------------------------------------------------------
 The fund began operations on May 1, 1967.
 * Company affiliated with Capital Research and Management Company.
 
 INVESTMENT RESULTS    The fund may from time to time compare its investment
                       results to various unmanaged indices or other mutual
       The fund has    funds in reports to shareholders, sales literature and
   averaged a total    advertisements. The results may be calculated on a to-
      return (at no    tal return and/or yield basis for various periods, with
   sales charge) of    or without sales charges. Results calculated without a
 12.35% a year over    sales charge will be higher. Total returns assume the
  its lifetime (May    reinvestment of all dividends and capital gain distri-
    1, 1967 through    butions.
   March 31, 1995).   
                       The fund's average annual total returns are calculated
                       in accordance with Securities and Exchange Commission
                       requirements which provide that the maximum sales
                       charge be reflected. The fund's total return over the
                       past 12 months and average annual total returns over
                       the past five-year and ten-year periods as of March 31,
                       1995 were 9.30%, 11.03% and 13.21%, respectively. Of
                       course, past results are not an indication of future
                       results. Further information regarding the fund's in-
                       vestment results is contained in the fund's annual re-
                       port which may be obtained without charge by writing to
                       the Secretary of the fund at the address indicated on
                       the cover of this prospectus.
 
6
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
           DIVIDENS,   DIVIDENDS AND DISTRIBUTIONS Dividends are usually paid
   DISTRIBUTIONS AND   twice each year. All capital gains, if any, are dis-
               TAXES   tributed annually. When a dividend or capital gain is
                       distributed, the net asset value per share is reduced
                       by the amount of the payment.
 
Income distributions   The terms of your plan will govern how your plan may
    are usually made   receive distributions from the fund. Generally, peri-
    twice each year.   odic distributions from the fund to your plan are rein-
                       vested in additional fund shares, although your plan
                       may permit fund distributions from net investment in-
                       come to be received by you in cash while reinvesting
                       capital gains distributions in additional shares or all
                       fund distributions to be received in cash. Unless you
                       select another option, all distributions will be rein-
                       vested in additional fund shares.
 
                       FEDERAL TAXES The fund intends to operate as a "regu-
                       lated investment company" under the Internal Revenue
                       Code. In any fiscal year in which the fund so qualifies
                       and distributes to shareholders all of its net invest-
                       ment income and net capital gains, the fund itself is
                       relieved of federal income tax. The tax treatment of
                       redemptions from a retirement plan may differ from re-
                       demptions from an ordinary shareholder account.
 
                       Please see the statement of additional information and
                       your tax adviser for further information.
 
  FUND ORGANIZATION    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
     AND MANAGEMENT    end diversified management investment company, was
                       organized as a Delaware corporation in 1966 and
      The fund is a    reorganized as a Maryland corporation in 1990. The
      member of The    fund's board supervises fund operations and performs
     American Funds    duties required by applicable state and federal law.
    Group, which is    Members of the board who are not employed by Capital
  managed by one of    Research and Management Company or its affiliates are
    the largest and    paid certain fees for services rendered to the fund as
   most experienced    described in the statement of additional information.
         investment    They may elect to defer all or a portion of these fees
          advisers.    through a deferred compensation plan in effect for the
                       fund. Shareholders have one vote per share owned and,
                       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. There will not usually be a shareholder meeting
                       in any year except, for example, when the election of
                       the board is required to be acted upon by shareholders
                       under the Investment Company Act of 1940.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los Ange-
                       les, CA 90071 and at 135 South State College Boulevard,
                       Brea, CA 92621. Capital Research and Management Company
                       manages the investment portfolio and business affairs
                       of the fund and receives a fee at the annual
 
                                                                              7
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       rate of 0.485% per annum on the first $1 billion of the
                       fund's average net assets; plus 0.385% per annum on the
                       portion of such net assets in excess of $1 billion but
                       less than $2 billion; plus 0.355% per annum on the por-
                       tion of such net assets in excess of $2 billion but
                       less than $3 billion; plus 0.335% per annum on the por-
                       tion of such net assets in excess of $3 billion but
                       less than $5 billion; plus 0.32% per annum on the por-
                       tion of such net assets in excess of $5 billion but
                       less than $8 billion; plus 0.31% per annum on the por-
                       tion of such net assets in excess of $8 billion.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendation
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.)
 
                       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. In the over-the-counter mar-
                       ket, purchases and sales are transacted directly with
                       principal market-makers except in those circumstances
                       where it appears better prices and executions are
                       available elsewhere.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and
                       executions, preference may be given to brokers that
                       have sold shares of the fund or have provided
                       investment research, statistical, and other related
                       services for the benefit of the fund and/or of other
                       funds served by Capital Research and Management
                       Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors is located
                       at 333 South Hope Street, Los Angeles, CA 90071, 135
                       South State College Boulevard, Brea, CA 92621, 8000 IH-
                       10 West, San Antonio, TX 78230, 8332 Woodfield Crossing
                       Boulevard, Indianapolis, IN 46240 and 5300 Robin Hood
                       Road, Norfolk, VA 23513. Telephone conversations with
                       American Funds Distributors may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
8
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
                       PLAN OF DISTRIBUTION The fund has a plan of distribu-
                       tion or "12b-1 Plan" under which it may finance activi-
                       ties primarily intended to sell shares, provided the
                       categories of expenses are approved in advance by the
                       board and the expenses paid under the plan were in-
                       curred within the last 12 months and accrued while the
                       plan is in effect. Expenditures by the fund under the
                       plan may not exceed 0.25% of its average net assets an-
                       nually (all of which may be for service fees).
 
                       TRANSFER AGENT American Funds Service Company, 800/421-
                       0180, a wholly owned subsidiary of Capital Research and
                       Management Company, is the transfer agent and performs
                       shareholder service functions. American Funds Service
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071, 135 South State College Boulevard,
                       Brea, CA 92621, 8000 IH-10 West, San Antonio, TX 78230,
                       5300 Robin Hood Road, Norfolk, VA 23513 and 8332
                       Woodfield Crossing Boulevard, Indianapolis, IN 46240.
                       It was paid a fee of $2,430,000 for the fiscal year
                       ended February 28, 1995. Telephone conversations with
                       American Funds Service Company may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
  PURCHASING SHARES    ALL ORDERS TO PURCHASE SHARES MUST BE MADE THROUGH YOUR
                       RETIREMENT PLAN. FOR MORE INFORMATION ABOUT HOW TO
                       PURCHASE SHARES OF THE FUND THROUGH YOUR PLAN OR
                       LIMITATIONS ON THE AMOUNT THAT MAY BE PURCHASED, PLEASE
                       CONSULT WITH YOUR EMPLOYER. Shares are sold to eligible
                       retirement plans at the net asset value per share next
                       determined after receipt of an order by the fund or
                       American Funds Service Company. Orders must be received
                       before the close of regular trading on the New York
                       Stock Exchange in order to receive that day's net asset
                       value. Plans of organizations with collective
                       retirement plan assets of $100 million or more may
                       purchase shares at net asset value. In addition, any
                       defined contribution plan qualified under Section
                       401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees or
                       any other plan that invests at least $1 million in
                       shares of the fund (or in combination with shares of
                       other funds in The American Funds Group other than the
                       money market funds) may purchase shares at net asset
                       value; however, a contingent deferred sales charge of
                       1% is imposed on certain redemptions within one year of
                       such purchase. (See "Redeeming Shares--Contingent
                       Deferred Sales Charge.") Plans may also qualify to
                       purchase shares at net asset value by completing a
                       statement of intention to purchase $1 million in fund
                       shares subject to a commission over a maximum of 13
                       consecutive months. Certain redemptions of such shares
                       may also be subject to a contingent deferred sales
                       charge as described above. (See the statement of
                       additional information.)
 
 
 
                                                                              9
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will provide ad-
                       ditional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the fund or other funds
                       in The American Funds Group. Such incentive payments
                       will be based on a pro rata share of a qualifying deal-
                       er's sales.
 
                       Qualified dealers currently are paid a continuing serv-
                       ice fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund Organi-
                       zation and Management--Plan of Distribution.") These
                       services include processing purchase and redemption
                       transactions, establishing shareholder accounts and
                       providing certain information and assistance with re-
                       spect to the fund.
 
                       Shares of the fund are offered to other shareholders
                       pursuant to another prospectus at public offering
                       prices that may include an initial sales charge.
 
                       SHARE PRICE Shares are offered to eligible retirement
                       plans at the net asset value after the order is re-
                       ceived by the fund or American Funds Service Company.
                       In the case of orders sent directly to the fund or
                       American Funds Service Company, an investment dealer
                       must be indicated. Dealers are responsible for promptly
                       transmitting orders. (See the statement of additional
                       information under "Purchase of Shares--Price of
                       Shares.")
 
                       The fund's net asset value per share is determined as
                       of the close of trading (currently 4:00 p.m., New York
                       time) on each day the New York Stock Exchange is open.
                       The current value of the fund's total assets, less all
                       liabilities, is divided by the total number of shares
                       outstanding and the result, rounded to the nearer cent,
                       is the net asset value per share.
 
        SHAREHOLDER    Subject to any restrictions contained in your plan, you
           SERVICES    can exchange your shares for shares of other funds in
                       The American Funds Group which are offered through the
                       plan at net asset value. In addition, again depending
                       on your plan, you may be able to exchange shares auto-
                       matically or cross-reinvest dividends in shares of
                       other funds. Contact your plan administrator/trustee
                       regarding how to use these services. Also, see the
                       fund's statement of additional information for a de-
                       scription of these and other services that may be
                       available through your plan. These services are avail-
                       able only in states where the fund to be purchased may
                       be legally offered and may be terminated or modified at
                       any time upon 60 days' written notice.
 
10
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
          REDEEMING    Subject to any restrictions imposed by your plan, you
             SHARES    can sell your shares through the plan to the fund any
                       day the New York Stock Exchange is open. For more in-
                       formation about how to sell shares of the fund through
                       your retirement plan, including any charges that may be
                       imposed by the plan, please consult with your employer.
                      
                       By contacting   Your plan administrator/trustee must
                       your plan       send a letter of instruction
                       administrator/  specifying the name of the fund, the
                       trustee         number of shares or dollar amount to
                                       be sold, and, if applicable, your
                                       name and account number. You should
                                       also enclose any certificates you
                                       wish to redeem. For your protection,
                                       if you redeem more than $50,000, the
                                       signatures of the registered owners
                                       or their legal representatives must
                                       be guaranteed by a bank, savings
                                       association, credit union, or member
                                       firm of a domestic stock exchange or
                                       the National Association of
                                       Securities Dealers, Inc., that is an
                                       eligible guarantor institution. Your
                                       plan administrator/trustee should
                                       verify with the institution that it
                                       is an eligible guarantor prior to
                                       signing. Additional documentation may
                                       be required to redeem shares from
                                       certain accounts. Notarization by a
                                       Notary Public is not an acceptable
                                       signature.
 
                        By contacting  Shares may also be redeemed through
                        an investment  an investment dealer; however, you or
                        dealer         your plan may be charged for this
                                       service. SHARES HELD FOR YOU IN AN
                                       INVESTMENT DEALER'S STREET NAME MUST
                                       BE REDEEMED THROUGH THE DEALER.
 
                       --------------------------------------------------------
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER AND
                       ALL REQUIRED DOCUMENTATION ARE RECEIVED BY THE FUND OR
                       AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; and for redemptions in connection with loans
                       made by qualified retirement plans.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because the fund's
                       net asset value fluctuates, reflecting the market value
                       of the portfolio, the amount you receive for shares
                       redeemed may be more or less than the amount paid for
                       them.
 
 
                                                                             11
 
 
<PAGE>
- -------------------------------------------------------------------------------
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
 
                       [LOGO OF        This prospectus has been printed on
                       RECYLED PAPER]  recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency
 
 
                         THIS PROSPECTUS RELATES ONLY TO SHARES OF THE FUND
                         OFFERED WITHOUT A SALES CHARGE TO ELIGIBLE
                         RETIREMENT PLANS. FOR A PROSPECTUS REGARDING SHARES
                         OF THE FUND TO BE ACQUIRED OTHERWISE, CONTACT THE
                         SECRETARY OF THE FUND AT THE ADDRESS INDICATED ON
                         THE FRONT.
 
 
12
 
 
<PAGE>
 
                                AMCAP FUND, INC.
                                    Part B
                      Statement of Additional Information
                                  May 1, 1995
 
This document is not a prospectus but should be read in conjunction with the
current Prospectus of AMCAP Fund, Inc. (the "fund") dated May 1, 1995.  The
prospectus may be obtained from your investment dealer or financial planner or
by writing to the fund at the following address:
 
                               AMCAP Fund, Inc.
                            Attention:  Secretary
                            333 South Hope Street
                            Los Angeles, CA  90071
                               (213) 486-9200
 
The fund has two forms of prospectuses.  Each reference to the prospectus in
this Statement of Additional Information includes both of the fund's
prospectuses.  Shareholders who purchase shares at net asset value through
eligible retirement plans should note that not all of the services or features
described below may be available to them, and they should contact their
employer for details.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
Item                                                              Page No.   
 
<S>                                                               <C>        
                                                                             
 
Investment Philosophy                                              1         
 
Description of Certain Securities                                  2         
 
Description of Bond Ratings                                        3         
 
Investment Restrictions                                            3         
 
Fund Directors and Officers                                        6         
 
Director Compensation                                              6         
 
Management                                                        10         
 
Dividends, Distributions and Federal Taxes                        13         
 
Purchase of Shares                                                14         
 
Shareholder Account Services and Privileges                       16         
 
Redemption of Shares                                              17         
 
Execution of Portfolio Transactions                               17         
 
General Information.                                              18         
 
Investment Results                                                19         
 
Financial Statements                                              Attached   
 
</TABLE>
 
                             INVESTMENT PHILOSOPHY
 
 The Investment Adviser strives for a broad and flexible approach to investing. 
In managing the portfolio of the fund, which has the objective of long-term
growth of capital, investment consideration is given to companies whose
earnings are expected to show rapid or consistent growth or are cyclically
depressed, but have good potential for recovery.
 
 Good companies are not always good investments.  At times even the strongest,
best-managed companies can become overvalued in the marketplace; and the key to
investment problem-solving is in the correct appraisal of the relationship
between fundamental value and market price.  When a stock appears to have
become overpriced relative to other available investments, it may be sold by
the fund -- no matter how highly the company itself is regarded -- and the
money is put to work elsewhere.  Although it is not the fund's practice to
trade actively in securities for short-term profits, securities may be disposed
of without regard for the length of time held -- if such sales appear to the
Investment Adviser to further the investment objective of the fund.
 
                       DESCRIPTION OF CERTAIN SECURITIES
 
 Subsequent to its purchase by the fund, an issue of straight debt securities
may cease to be rated or its rating may be reduced below the minimum rating
required for its purchase.  Neither event requires the elimination of such
obligation from the fund's portfolio, but the Investment Adviser will consider
such an event in its determination of whether the fund should continue to hold
such obligation in its portfolio. If, as a result of a downgrade or otherwise,
the fund holds more than 5% of its net assets in securities rated Ba or BB or
below (also known as "high-yield, high-risk securities"), the fund will dispose
of the excess as expeditiously as possible.
 
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.
 
 Securities issued by U.S. Government instrumentalities and certain federal
agencies are neither direct obligations of, nor guaranteed by, the Treasury. 
However, they generally involve federal sponsorship in one way or another; some
are backed by specific types of collateral; some are supported by the issuer's
right to borrow from the Treasury; some are supported by the discretionary
authority of the Treasury to purchase certain obligations of the issuer; 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 - These securities include (1) commercial paper (short-term
notes up to 9 months in maturity issued by corporations or governmental
bodies), (2) commercial bank obligations (certificates of deposit, bankers'
acceptances (time drafts on a commercial bank where the bank accepts an
irrevocable obligation to pay at maturity) and documented discount notes
(corporate promissory discount notes accompanied by a commercial bank guarantee
to pay at maturity)), (3) savings association and savings bank obligations
(e.g., certificates of deposit issued by savings banks or savings and loan
associations), (4) securities of the U.S. Government, its agencies or
instrumentalities that mature, or may be redeemed, in one year or less, and (5)
corporate bonds and notes that mature, or that may be redeemed, in one year or
less.
 
                          DESCRIPTION OF BOND RATINGS
 
Moody's Investors Service, Inc. rates the long-term debt securities issued by
various entities from "Aaa" to "C."  Moody's applies the numerical modifiers 1,
2, and 3 in each generic rating classification from AA through B in its
corporate bond rating system.  The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.  The top three rating categories are
described as follows:
 
 "Bonds which are rated Aaa are judged to be of the best quality.  They 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."
 
 "Bonds which are rated Aa are judged to be of high quality by all standards. 
Together with the Aaa group, they comprise what are generally known as
high-grade bonds.  They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities."
 
 "Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations.  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."
Standard & Poor's Corporation rate the long-term securities debt of various
entities in categories ranging from "AAA" to "D" according to quality.  The
ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories. 
The top three rating categories are described as follows:
 
 "Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. 
Capacity to pay interest and repay principal is extremely strong."
 
 "Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree."
 
 "Debt rated 'A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories."
 
                            INVESTMENT RESTRICTIONS
 
         The fund has adopted certain investment restrictions which may not be
changed without a majority vote of its outstanding shares.  Such majority is
defined by the Investment Company Act of 1940 (the "1940 Act")  as the vote of
the lesser of (i) 67% or more of the outstanding voting securities present at a
meeting, if the holders of more than 50% of the outstanding voting securities
are present in person or by proxy, or (ii) more than 50% of the outstanding
voting securities.  These restrictions provide that:
 
 1. The fund may not invest in:
 
  (a)  real estate (although it has not been the practice of the fund to make
such investments, the fund may invest in the securities of real estate
investment trusts);
 
  (b) commodities or commodity contracts;
 
  (c) companies for the purpose of exercising control or management;
 
  (d) the securities of companies which, with their predecessors, have a record
of less than three years' continuing operation, if such purchase at the time
thereof would cause more than 5% of the value of the fund's total assets to be
invested in the securities of such companies;
 
  (e) securities which would subject the fund to unlimited liability (such as
assessable shares or partnership interests);
 
  (f) any securities of another issuer if immediately after and as a result of
such purchase (1) the market value of the securities of such other issuer shall
exceed 5% of the market value of the total assets of the fund or (2) the fund
shall own more than 10% of any class of securities or of the outstanding voting
securities of such issuer; or
 
  (g) any securities if immediately after and as a result of such purchase more
than 25% of the market value of the total assets of the fund are invested in
securities of companies in any one industry.
 
 2. The fund may not engage in short sales or margin purchases.
 
 3. The fund may not lend money or securities.  The making of deposits with
banks and the purchase of a portion of the issue of bonds, debentures, or other
debt securities which are publicly distributed or of a type generally purchased
by institutional investors, are not regarded as loans.
 
 4. The fund may not invest more than 10% of the value of its total assets in
securities that are illiquid, nor may it engage in the business of underwriting
securities of other issuers.
 
 5. The fund may not borrow in excess of 10% of its total assets taken at cost
or pledge its assets taken at market value to an extent greater than 15% of
total assets taken at cost.  Asset coverage of at least 300% taken at market
value must be maintained.  No borrowing may be undertaken except as a temporary
measure for extraordinary or emergency purposes.  (The fund may borrow only
from banks.  The fund, however, has never borrowed and does not currently
anticipate borrowing.)
 
 Property acquired through merger, consolidation, or acquisition of
substantially all of the assets of any other corporation is not considered an
investment within the terms of the investment restrictions of the fund if
disposed of within a reasonable time and in no event more than six months after
acquisition.  It is not the fund's current practice or present intent to
purchase securities that are not readily marketable although up to 10% of the
value of its total assets may be invested in illiquid securities.  If, in the
future, the fund increases this 10% limit on investing in illiquid securities,
the fund has agreed that it will invest no more than 15% of its net assets in
securities which are not readily marketable in compliance with Texas Securities
Law. 
 
 Investment restriction #1 does not apply to deposits in banks or to the
purchase of securities issued or fully guaranteed by the U.S. Government (or
its agencies or instrumentalities).  For purposes of investment restriction
#1(g), 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.  
 
 In addition to the foregoing policies, it is also the policy of the fund not
to invest in securities of open-end investment companies except in connection
with a merger, consolidation or acquisition of assets, but the fund may invest
in securities of closed-end investment companies within the limitations imposed
by the 1940 Act.  (Notwithstanding this restriction, 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.)  In general, this means (i) that the fund will not own more than
3% of the outstanding voting stock of a closed-end investment company, (ii)
that the fund will not invest more than an aggregate of 10% of its total assets
in securities issued by closed-end investment companies, and (iii) that the
fund, together with all other investment companies served by the Investment
Adviser, will not own more than 10% of the outstanding voting stock of a
closed-end investment company.  Any such purchases will be made only in the
open market or as a part of a merger, consolidation, or acquisition of assets,
and will not involve commissions or profits to a sponsor or dealer other than
customary brokerage commissions.  
 
 The fund will not purchase or retain the securities of any issuer if those
officers and directors of the fund or the Investment Adviser who own
beneficially more than one-half of one percent of such issuer together own more
than five percent of the securities of such issuer.  The fund will not make
investments in puts, calls, straddles, spreads, or any combination thereof, nor
will it purchase partnership interests in oil, gas, or mineral exploration,
drilling or mining ventures or leases.  The fund will not invest more than 5%
of its net assets, valued at the lower of cost or market at the time of
purchase, in warrants including not more than 2% of such net assets in warrants
that are not listed on either the New York Stock Exchange or the American Stock
Exchange; however, warrants acquired in units or attached to securities may be
deemed to be without value for the purpose of this restriction.  Changes in the
policies described in the foregoing two paragraphs do not require shareholder
approval.
 
                          FUND OFFICERS AND DIRECTORS
Directors and Director Compensation 
(with their principal occupations during the past five years)#
 
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE       POSITION WITH   PRINCIPAL OCCUPATION(S) DURING   AGGREGATE          TOTAL COMPENSATION    TOTAL NUMBER  
 
                            REGISTRANT    PAST 5 YEARS (POSITIONS WITHIN THE   COMPENSATION       FROM ALL FUNDS        OF FUND
BOARDS    
                                          ORGANIZATIONS LISTED MAY HAVE   (INCLUDING         MANAGED BY CAPITAL    ON             
                                          CHANGED DURING THIS PERIOD)   VOLUNTARILY DEFERRED   RESEARCH AND          WHICH          
                                                                      COMPENSATION/1/) FROM   MANAGEMENT COMPANY/2/   DIRECTOR      
 
                                                                      FUND DURING FISCAL                         SERVES/2/      
                                                                      YEAR ENDED 2/28/95                                         
 
<S>                         <C>           <C>                         <C>                <C>                   <C>            
 Guilford C. Babcock        Director      Associate Professor of Finance,                                                           
 1575 Circle Drive                        School of Business Administration,   $13,100/3/         $23,400               2           
  
 San Marino, CA 91108                     University of Southern California                                                         
 
 Age: 63                                                                                                                      
 
 Charles H. Black           Director      Private investor and consultant;                                                          
 
 525 Alma Real Drive                      former Executive Vice President   $12,850            $100,150              4              
Pacific Palisades, CA                     and Director, KaiserSteel                                                           
90272                                     Corporation                                                                         
 Age: 68                                                                                                                      
 
 Martin Fenton, Jr.         Director      Chairman, Senior Resource Group                                                           
    Senior Resource Group                     (management of senior living   $13,871/3/         $91,721               15            
 
 4350 Executive Drive                     centers)                                                                            
 Suite 101                                                                                                                    
 San Diego, CA  92123                                                                                                         
 Age: 59                                                                                                                      
 
James D. Fullerton          Chairman      Retired; former Vice Chairman of                                                          
 
595 E. Colorado             Emeritus      the Board, The Capital Group, Inc.   $6,100             $6,100                1           
  
Boulevard                                                                                                                     
Suite 323                                                                                                                     
Pasadena, CA 91101                                                                                                            
Age: 78                                                                                                                       
 
 Herbert Hoover III         Director      Private Investor                                                                    
 200 S. Los Robles                                                    $12,676            $59,426               14             
Avenue                                                                                                                        
 Suite 520                                                                                                                    
 Pasadena, CA                                                                                                                 
91101-2431                                                                                                                    
 Age:  57                                                                                                                     
 
 Gail L. Neale              Director      Executive Vice President, Salzburg                                                        
  
Salzburg Seminar                          Seminar; former Director of   $12,850/3/         $50,950               4              
P.O. Box 886                              Development and the Capital                                                           
The Marbleworks                           Campaign, Hampshire College;                                                           
Middlebury, VT 05753                      Special Advisor, The                                                                
 Age: 60                                  Commonwealth Fund and Mount                                                           
                                          Holyoke College                                                                     
 
Kirk P. Pendleton           Director      President, Cairnwood, Inc.                                                           
Box 546                                                               $13,100/3/         $24,500               2              
Bryn Athyn, PA 19009                                                                                                          
Age: 55                                                                                                                       
 
+* James W. Ratzlaff        Director      Vice Chairman of the Board,                                                           
Age:  58                                  Capital Research and Management   none/4/            none/4/               8              
                                          Company; Chairman of the Board,                                                           
                                          American Funds Service Company;                                                           
                                          Senior Partner, The Capital Group                                                         
                                          Partners, L.P.
 
Henry E. Riggs              Director      President and Professor of                                                           
Kingston Hall 201                         Engineering, Harvey Mudd    $12,800/3/         $65,200               5              
Harvey Mudd College                       College; former Thomas W. and Joan                                                        
   
Claremont, CA 91711                       B. Ford Professor of Engineering and                                                      
    
Age: 60                                   Vice President of Development,                                                           
                                          Stanford University                                                                 
 
+* R. Michael Shanahan      Director      Chairman of the Board and                                                           
Age: 56                                   Principal Executive Officer, Capital   none/4/            none/4/               2         
    
                                          Research and Management                                                             
                                          Company; Director, The Capital                                                           
                                          Group Companies, Inc.; Director,                                                          
 
                                          Capital Group Research, Inc.                                                           
 
+ Walter P. Stern           Chairman of   Chairman, Capital Group                                                             
    Capital Research        the Board     International, Inc.; Vice Chairman,   none/4/            none/4/               8          
   
   Company                                Capital Research International;                                                           
630 Fifth Avenue                          Director, The Capital Group                                                           
New York, NY 10111                        Companies, Inc.; Chairman,                                                           
Age: 66                                   Capital International, Inc.; Director,                                                    
       
                                          Temple-Inland, Inc.                                                                 
 
Charles Wolf, Jr.           Director      Dean, The RAND Graduate                                                             
    The RAND Graduate                      School;                     $12,050/3/         $49,850               4              
   School                                 Director, International Economic                                                          
 
1700 Main Street                          Studies, The RAND Corporation                                                           
Santa Monica, CA 90406                                                                                                        
Age: 70                                                                                                                       
 
</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.
 
* Address is 333 South Hope Street, Los Angeles, CA 90071//
 
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Fund in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director. 
 
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  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.  These amounts reflect the aggregate
compensation paid during the most recent fiscal year of the funds involved.
 
/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 ($15,617), Martin Fenton, Jr. ($14,992), Gail L.
Neale ($5,365), Kirk P. Pendleton ($14,476), Henry E. Riggs ($15,211) and
Charles Wolf, Jr. ($13,685).  Amounts deferred and accumulated earnings thereon
are not funded and are general unsecured liabilities of the fund until paid to
the Director.
 
/4/ James W. Ratzlaff, R. Michael Shanahan and Walter P. Stern are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
Fund.
 
                                    OFFICERS
 
* GORDON CRAWFORD, Senior Vice President.  Capital Research Company, Senior
Vice President
 
* PAUL G. HAAGA, JR., Senior Vice President.  Capital Research and Management
Company,
   Director and Senior Vice President
 
* JULIE F. WILLIAMS, Secretary.  Capital Research and Management Company, Vice
President -
  Fund Business Management Group
 
** STEVEN N. KEARSLEY, Treasurer.  Capital Research and Management Company,
  Vice President and Treasurer
 
* DAVID E. CARTER, Assistant Secretary.  Capital Research and Management
Company, Associate
 
** MARY C. CREMIN, Assistant Treasurer.  Capital Research and Management
Company, Senior
  Vice President - Fund Business Management Group
 
** ROBERT P. SIMMER, Assistant Treasurer.  Capital Research and Management
Company, Vice   President - Fund Business Management Group
                            
# Positions within the organizations listed may have changed during this
period.
 
*  Address is 333 South Hope Street, Los Angeles, CA  90071.
 
** Address is 135 South State College Boulevard, Brea, CA  92621.
 
  No compensation is paid by the fund to any officer or director who is a
director or officer of the Investment Adviser.  The fund pays annual fees of
$9,000 to directors who are not affiliated with the Investment Adviser, 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 their 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.  The total compensation paid by the fund to directors who are not
affiliated with the Investment Adviser during the fiscal year ended February
28, 1995 was $109,000.  As of April 1, 1995, 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, with a staff of professionals, many
of whom have a number of years of investment experience.  The Investment
Adviser's research professionals travel several million miles a year, making
more than 5,000 research visits in more than 50 countries around the world. 
The Investment Adviser believes that it is able to attract and retain quality
personnel.
 
 An affiliate of the Investment Adviser compiles indices for major stock
markets around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 
 The Investment Adviser is responsible for approximately $100 billion of
stocks, bonds and money market instruments and serves over five million
investors of all types throughout the world.  These investors include privately
owned businesses and large corporations, as well as schools, colleges,
foundations and other non-profit and tax-exempt organizations.
 
   INVESTMENT ADVISORY AND SERVICE AGREEMENT - The Investment Advisory and
Service Agreement (the "Agreement") between the fund and the Investment
Adviser, unless sooner terminated, will continue until March 31, 1996 and may
be renewed from year to year thereafter, provided that any such renewal has
been specifically approved at least annually by (i) the Board of Directors, or
by the vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities, and (ii) the vote of a majority of directors who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval.  The Agreement provides that the Investment Adviser has no
liability to the fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement.  The
Agreement also provides that either party has the right to terminate it,
without penalty, upon 60 days' written notice to the other party and that the
Agreement automatically terminates in the event of its assignment (as defined
in the 1940 Act).    
 
    The Investment Adviser, in addition to providing investment advisory
services, furnishes the services and pays the compensation and travel expenses
of qualified persons to perform executive, administrative, clerical and
bookkeeping functions of the fund; provides suitable office space and
utilities; and furnishes necessary small office equipment and 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,
including, but not limited to, custodian, registrar, stock transfer and
dividend disbursing fees and expenses; expenses pursuant to the fund's Plan of
Distribution (see below); costs of designing, printing and mailing reports,
prospectuses, proxy statements and notices to shareholders; taxes; expenses of
the issuance, sale, redemption, or repurchase of shares of the fund (including
stock certificates, registration and qualification fees and expenses); legal
and auditing fees and expenses; compensation, fees, and expenses paid to
Directors not affiliated with the Investment Adviser; association dues; and
costs of stationery and forms prepared exclusively for the fund.
 
 The Investment Adviser has agreed to pay to the fund annually, immediately
after the fiscal year end the amount by which the total expenses of the fund
for any particular fiscal year, except taxes and interest, exceed an amount
equal to 1% of the average of the total net assets of the fund for the year. 
During the fiscal years ended February 28, 1995, 1994 and 1993, the Investment
Adviser's fees amounted to $11,954,000, $12,301,000, and $11,656,000,
respectively.
 
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the principal underwriter of the fund's shares.  The fund has
adopted a Plan of Distribution (the "Plan"), pursuant to rule 12b-1 under the
1940 Act (see "Principal Underwriter" in the Prospectus).  The Principal
Underwriter receives amounts payable pursuant to the Plan (see below) and
commissions consisting of that portion of the sales charge remaining after the
discounts which it allows to investment dealers.  Commissions retained by the
Principal Underwriter on sales of fund shares during the fiscal year ended
February 28, 1995 amounted to $639,000 after allowance of $3,249,000 to
dealers.  During the fiscal years ended February 28, 1994 and 1993, the
Principal Underwriter retained $922,000 and $1,502,000, respectively.
 As required by rule 12b-1, the Plan (together with the Principal Underwriting
Agreement) has been approved by the full Board of Directors and separately by a
majority of the Directors who are not "interested persons" of the fund and who
have no direct or indirect financial interest in the operation of the Plan or
the Principal Underwriting Agreement, and the Plan has been approved by the
vote of a majority of the outstanding voting securities of the fund.  The
officers and Directors who are "interested persons" of the fund may be
considered to have a direct or indirect financial interest in the operation of
the Plan due to present or past affiliations with the Investment Adviser and
related companies.  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 average net assets
annually to finance any activity which is primarily intended to result in the
sale of fund shares, provided the fund's Board of Directors has approved the
category of expenses for which payment is being made.  These include service
fees for qualified dealers and dealer commissions and wholesaler compensation
on sales of shares exceeding $1 million (including purchases by any defined
contribution plan qualified under Section 401(a) of the Internal Revenue Code
including a "401(k)" plan with 200 or more eligible employees).  Only expenses
incurred during the preceding 12 months and accrued while the Plan is in effect
may be paid by the fund.  During the fiscal year ended February 28, 1995 the
fund paid $5,181,000 under the Plan.  As of February 28, 1995, accrued and
unpaid distribution expenses were $1,218,000. 
 
 The Glass-Steagall Act and other applicable laws, among other things,
generally prohibit commercial banks from engaging in the business of
underwriting, selling or distributing securities, but permit banks to make
shares of mutual funds available to their customers and to perform
administrative and shareholder servicing functions.  However, judicial or
administrative decisions or interpretations of such laws, as well as changes in
either federal or state statutes or regulations relating to the permissible
activities of banks or their subsidiaries of affiliates, could prevent a bank
from continuing to perform all or a part of its servicing activities.  If a
bank were prohibited from so acting, shareholder clients of such bank would be
permitted to remain shareholders of the fund and alternate means for continuing
the servicing of such shareholders would be sought.  In such event, changes in
the operation of the fund might occur and shareholders serviced by such bank
might no longer be able to avail themselves of any automatic investment or
other services then being provided by such bank.  It is not expected that
shareholders would suffer with adverse financial consequences as a result of
any of these occurrences.
 
 In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and certain banks and financial
institutions may be required to be registered as dealers pursuant to state law.
 
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
 
 The fund intends to meet all the requirements and has elected the tax status
of a "regulated investment company" under the provisions of Subchapter M of the
Internal Revenue Code of 1986 (the "Code").  Under Subchapter M, if the fund
distributes within specified times at least 90% of its investment company
taxable investment income (net investment income and the excess of net
short-term capital gains over net long-term capital losses) and its tax-exempt
interest, if any, it will be taxed only on the portion of the 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) derive less than 30% of its gross income from the
sale or other disposition of stock or securities held for less than three
months; and (c) diversify its holdings so that at the end of each fiscal
quarter, (i) at least 50% of the market value of the fund's assets is
represented by cash, U.S. Government securities and other securities which must
be limited, in respect of any one issuer, to an amount not greater than 5% of
the fund's assets and 10% of the outstanding voting securities of such issuer,
and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies), or in two or more issuers
which the fund controls and which are engaged in the same or similar trades or
businesses or related trades or businesses.
 
 Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gain (both long-term and short-term)
for the one-year period ending on October 31 (as though the one-year period
ending on October 31 were the regulated investment company's taxable year), and
(iii) the sum of any untaxed, undistributed net investment income and net
capital gains of the regulated investment company for prior periods.  The term
"distributed amount" generally means the sum of (i) amounts actually
distributed by the fund from its current year's ordinary income and capital
gain and (ii) any amount on which the fund pays income tax during the periods
described above.  The fund intends to distribute net investment income and net
capital gains so as to minimize or avoid the excise tax liability.
 
 The fund also intends to distribute to shareholders all of the excess of net
long-term capital gain over net short-term capital loss on sales of securities. 
If the net asset value of shares of the fund should, by reason of a
distribution of realized capital gains, be reduced below a shareholder's cost,
such distribution would to that extent be a return of capital to that
shareholder even though taxable to the shareholder, and a sale of shares by a
shareholder at net asset value at that time would establish a capital loss for
federal tax purposes.  In particular, investors should consider the tax
implications of purchasing shares just prior to a dividend or distribution
record date.  Those investors purchasing shares just prior to such a date will
then receive a partial return of capital upon the dividend or distribution,
which will nevertheless be taxable to them as an ordinary or capital gains
dividend. 
 
 Dividends generally are taxable to shareholders at the time they are paid. 
However, dividends declared in October, November and December and made payable
to shareholders of record in such a month are treated as paid and are thereby
taxable as of December 31, provided that the fund pays the dividend no later
than the end of January of the following year.
 
 If a shareholder exchanges or otherwise disposes of shares of the fund within
90 days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously
incurred in acquiring the fund's shares shall not be taken into account (to the
extent such previous sales charges do not exceed the reduction in sales
charges) for the purpose of determining the amount of gain or loss on the
exchange, but will be treated as having been incurred in the acquisition of
such other shares.  Also, any loss realized on a redemption or exchange of
shares of a fund will be disallowed to the extent shares are reacquired within
the 61-day period beginning 30 days before and ending 30 days after the shares
are disposed of.
 
 As of the date of this statement of additional information, the maximum
individual 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 rate applicable to net
capital gain is 28%; and the maximum corporate tax rate applicable to ordinary
income and net capital gain is 35% (except that corporations with income in
excess of $100,000 for a taxable year will be required to pay an additional
income tax liability of up to $11,750 and corporations which have taxable
income in excess of $15,000,000 for a taxable year will be required to pay an
additional amount of tax of up to $100,000).  Naturally, the amount of tax
payable by a taxpayer 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
IRA each year (prior to the tax return filing deadline for that year) whereby
earnings on investments are tax-deferred.  In addition, in some cases, the IRA
contribution itself may be deductible.
 
 The foregoing is limited to a summary discussion of federal taxation and
should not be viewed as a comprehensive discussion of all provisions of the
Code relevant to investors.  Dividends and distributions may also be subject to
state or local taxes.  Investors should consult their own tax advisers for
additional details as to their particular tax status. 
 
                               PURCHASE OF SHARES
 
PRICE OF SHARES - Purchases of shares are made at the offering price next
determined after the purchase order is received by the fund or American Funds
Service Company; this offering price is effective for orders received prior to
the time of determination of the net asset value and, in the case of orders
placed with dealers, accepted by the Principal Underwriter prior to its close
of business.  The dealer is responsible for promptly transmitting purchase
orders to the Principal Underwriter.  Orders received by the investment dealer,
the Transfer Agent, or the fund after the time of the determination of the net
asset value will be entered at the next calculated offering price.  Prices
which appear in the newspaper are not always indicative of prices at which you
will be purchasing and redeeming shares of the fund, since such prices
generally reflect the previous day's closing price whereas purchases and
redemptions are made at the next calculated price.
 
 The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York Time) each day the New York Stock Exchange is
open.  The New York Stock Exchange is currently closed on weekends and on the
following holidays:  New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.  The net
asset value per share is determined as follows:
 
 1. Stocks, and convertible bonds and debentures, traded on the New York Stock
Exchange are valued at the last sale price on such exchange on the day of
valuation, or if there is no sale on the day of valuation, at the last-reported
bid price.  Non-convertible bonds and debentures, and other long-term debt
securities and U.S. Treasury notes normally are valued at prices obtained for
the day of valuation from a bond pricing service, when such prices are
available; however, in circumstances where the Investment Adviser deems it
appropriate to do so, an over-the-counter or exchange quotation may be used. 
U.S. Treasury bills, and other short-term obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, certificates of deposit
issued by banks, corporate short-term notes and other short-term investments
with original or remaining maturities in excess of 60 days are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, for securities of comparable maturity, quality
and type.  Short-term securities with 60 days or less to maturity are amortized
to maturity based on their cost to the fund if acquired within 60 days of
maturity or, if already held by the fund on the 60th day, based on the value
determined on the 61st day.  Other securities are valued on the basis of last
sale or bid prices in what is, in the opinion of the Investment Adviser, the
broadest and most representative market, which may be either a securities
exchange or the over-the-counter market.  Where quotations are not readily
available, securities are valued at fair value as determined in good faith by
the Board of Directors.  The fair value of all other assets is added to the
value of securities to arrive at the total assets;
 
 2. There are deducted from the total assets, thus determined, the liabilities,
including accruals of taxes and other expense items; and
 
 3. The net assets so obtained are then divided by the total number of shares
outstanding and the result, rounded to the nearer cent, is the net asset value
per share.
 
 Any purchase order may be rejected by the Principal Underwriter or by the
fund.  The fund will not knowingly sell shares (other than for the reinvestment
of dividends or capital gain distributions) directly or indirectly or through a
unit investment trust to any other investment company, person or entity, where,
after the sale, such investment company, person, or entity would own
beneficially directly, indirectly, or through a unit investment trust more than
3% of the outstanding shares of the fund without the consent of a majority of
the Board of Directors.
 
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 pursuant to the terms of a written statement of intention (the
"Statement") in the form provided by the Principal Underwriter and signed by
the purchaser.  The Statement is not a binding obligation to purchase the
indicated amount.  When a shareholder signs a Statement in order to qualify for
a reduced sales charge, shares equal to 5% of the dollar amount specified in
the Statement will be held in escrow in the shareholder's account out of the
initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. 
All dividends and capital gain distributions on shares held in escrow will be
credited to the shareholder's account in shares (or paid in cash, if
requested).  If the intended investment is not completed within the specified
13-month period, the purchaser will remit to the Principal Underwriter the
difference between the sales charge actually paid and the sales charge which
would have been paid if the total of such purchases had been made at a single
time.  If the difference is not paid within 20 days after written request by
the Principal Underwriter or the securities dealer, the appropriate number of
escrowed shares will be redeemed to pay such difference.  If the proceeds from
this redemption are inadequate, the purchaser will be liable to the Principal
Underwriter for the balance still outstanding.  The Statement may be revised
upward at any time during the 13-month period, and such a revision will be
treated as a new Statement, except that the 13-month period during which the
purchase must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.
 
 In the case of purchase orders by the trustees of certain retirement plans by
payroll deduction, the sales charge for the investments made during the
13-month period will be handled as follows:  The investment made the first
month of the 13-month period will be multiplied by 13 and then multiplied by
1.5.  On the first investment and all other investments made pursuant to the
statement of intention, a sales charge will be assessed according to the sales
charge breakpoint thus determined.  There will be no retroactive adjustments in
sales charges on investments previously made during the 13-month period.
 
DEALER COMMISSIONS - The following commissions will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any defined contribution plan qualified under Section 401(a) of the Internal
Revenue Code including a "401(k)" plan with 200 or more eligible employees, and
for purchases made at net asset value by certain retirement plans of
organizations with collective retirement plan assets of $100 million or more: 
1.00% on amounts of $1 million to $2 million, 0.80% on amounts over $2 million
to $3 million, 0.50% on amounts over $3 million to $50 million, 0.25% on
amounts over $50 million to $100 million, and 0.15% on amounts over $100
million.  The level of dealer commissions will be determined based on sales
made over a 12-month period commencing from the date of the first sale at net
asset value.  See "The American Funds Shareholder Guide" in the fund's
Prospectus for more information.
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
AUTOMATIC INVESTMENT PLAN - The automatic investment plan enables shareholders
to make regular monthly or quarterly investments in shares through automatic
charges to their bank accounts.  With shareholder authorization and bank
approval, the Transfer Agent will automatically charge the bank account for the
amount specified ($50 minimum), which will be automatically invested in shares
at the offering price on or about the 10th day of the month (or on or about the
15th day of the month in the case of accounts for retirement plans where
Capital Guardian Trust Company serves as trustee or custodian.)  Bank accounts
will be charged on the day or a few days before investments are credited,
depending on the bank's capabilities, and shareholders will receive a
confirmation statement showing the current transaction.  Participation in the
plan will begin within 30 days after receipt of the account application.  If
the shareholder's bank account cannot be charged due to insufficient funds, a
stop-payment order or closing of your account, the plan may be terminated and
the related investment reversed.  The shareholder may change the amount of the
investment or discontinue the plan at any time by writing the Transfer Agent.
 
AUTOMATIC WITHDRAWALS - Withdrawal payments are not to be considered as
dividends, yield or income.  Automatic investments may not be made into a
shareholder account from which there are automatic withdrawals.  Withdrawals of
amounts exceeding reinvested dividends and distributions and increases in share
value would reduce the aggregate value of the shareholder's account.  The
Transfer Agent arranges for the redemption by the fund of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
 
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - A shareholder in one fund
may elect to cross-reinvest dividends or dividends and capital gain
distributions paid by that fund (the "paying fund") into any other fund in The
American Funds Group (the "receiving fund") subject to the following
conditions: (i) the aggregate value of the shareholder's account(s) in the
paying fund(s) must equal or exceed $5,000 (this condition is waived if the
value of the account in the receiving fund equals or exceeds that fund's
minimum initial investment requirement), (ii) as long as the value of the
account in the receiving fund is below that fund's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
fund must be automatically reinvested in the receiving fund, and (iii) if this
privilege is discontinued with respect to a particular receiving fund, the
value of the account in that fund must equal or exceed the fund's minimum
initial investment requirement or the fund shall have the right, if the
shareholder fails to increase the value of the account to such minimum within
90 days after being notified of the deficiency, automatically to redeem the
account and send the proceeds to the shareholder.  These cross-reinvestments of
dividends and capital gain distributions will be at net asset value (without
sales charge).
 
                              REDEMPTION OF SHARES
 
 The fund's Articles of Incorporation permit the fund to direct the Transfer
Agent to redeem the shares of any shareholder if the value of such shares in
the account of such holder is less than the minimum initial investment amount
applicable to that account as set forth in the fund's current registration
statement under the Investment Company Act of 1940, and subject to such further
terms and conditions as the Board of Directors of the Corporation may from time
to time adopt. 
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
 There are occasions on which portfolio transactions for the fund may be
executed as part of concurrent authorizations to purchase or sell the same
security for other funds served by the Investment Adviser, or for trusts or
other accounts served by affiliated companies of the Investment Adviser. 
Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to the fund, they are effected only when the
Investment Adviser believes that to do so is in the interest of the fund.  When
such concurrent authorizations occur, the objective is to allocate the
executions in an equitable manner.  The fund does not intend to pay a mark-up
in exchange for research in connection with principal transactions.
 
    During the fiscal year ended February 28, 1995, the fund held certain
securities of three of its regular brokers or dealers or their parents,
consisting of notes of American Express Credit Corp., Ford Motor Credit Co.,
and Commercial Credit Co. in the amounts of $56,427, $53,336, and $19,782,
respectively.    
 
 Brokerage commissions paid on portfolio transactions, including dealer
concessions on underwritings, for the fiscal years ended February 28, 1995,
1994 and 1993, amounted to $1,092,000, $1,567,000 and $1,016,000, respectively.
 
                              GENERAL INFORMATION
 
   CUSTODIAN OF ASSETS - Securities and cash owned by the fund, including
proceeds from the sale of shares of the fund and of securities in the fund's
portfolio, are held by The Chase Manhattan Bank, N.A., One Chase Manhattan
Plaza, New York, NY  10081, as Custodian.    
 
   INDEPENDENT ACCOUNTANTS - Deloitte & Touche LLP, 1000 Wilshire Boulevard,
15th Floor, Los Angeles, CA  90017, has served as the fund's independent
auditors since its inception, providing audit services, preparation of tax
returns and review of certain documents to be filed with the Securities and
Exchange Commission.  The financial statements incorporated in this Statement
of Additional Information by reference from the attached Annual Report, have
been so included in reliance on the independent auditors' report given on the
authority of said firm as experts in accounting and auditing.  The selection of
the fund's independent accountant is reviewed and determined annually by the
Board of Directors.    
 
REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of
removed directors.  The fund has made an undertaking, at the request of the
staff of the Securities and Exchange Commission, to apply the provisions of
section 16(c) of the 1940 Act with respect to the removal of directors, as
though the fund were a common-law trust.  Accordingly, the directors of the
fund shall promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any director when requested in writing to do so
by the record holders of not less than 10% of the outstanding shares.
 
REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on the last day of
February.  Shareholders are provided at least semi-annually with reports
showing the investment portfolio, financial statements and other information. 
The fund's annual financial statements are audited by the fund's independent
accountants, Deloitte & Touche LLP. 
 
PERSONAL INVESTING POLICY - Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes:  a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; disclosure of personal
holdings by certain investment personnel prior to recommendation for purchase
for the fund; blackout periods on personal investing for certain investment
personnel; ban on short-term trading profits for investment personnel;
limitations on service as a director of publicly traded companies; and
disclosure of personal securities transactions.
 
 The financial statements including the investment portfolio and the report of
Independent Auditors contained in the Annual Report are included in this
Statement of Additional Information.  The following information is not included
in the Annual Report:
 
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND
MAXIMUM OFFERING PRICE PER SHARE -- FEBRUARY 28, 1995
 
<TABLE>
<CAPTION>
Net asset value and redemption price per share              
 
<S>                                         <C>        
 (Net assets divided by shares outstanding)    $12.28    
 
Maximum offering price per share             $13.03    
 
 (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 is 1.25% based on a 30-day (or one month) period ended
February 28, 1995, 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 February 28, 1995, the fund's total return over the past twelve months
and average annual total returns over the past 5 and 10-year periods were
- -2.52%, 10.08% and 12.11%, respectively.  The average total return ("T") is
computed by equating the value at the end of the period ("ERV") with a
hypothetical initial investment of $1,000 ("P") over a period of years ("n")
according to the following formula as required by the Securities and Exchange
Commission:  P(1+T)/n/ = ERV.
 
 The following assumptions will be reflected in computations made in accordance
with the formulas 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 will calculate total return for one-, five- and ten-year periods.  In
addition, the fund may provide lifetime average total return figures.
 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.  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 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 Composite Stock
Index) or results of other mutual funds or investment or savings vehicles in
advertisements or in reports furnished to present or prospective shareholders.
 
 The fund may refer to results compiled by organizations such as CDA Investment
Technologies, Ibbottson Associates, Lipper Analytical Services, Morningstar,
Inc. and Wiesenberger Investment Companies Services.  Additionally, the fund
may, from time to time, refer to results published in various 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 also, from time to time, refer to statistics compiled by the U.S.
Department of Commerce.
 
 The investment results 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.
 
EXPERIENCE OF THE INVESTMENT ADVISER - Capital Research and Management Company
manages seven common stock funds that are at least 10 years old.  In the
rolling 10-year periods during which those funds were managed by Capital
Research and Management Company since 1962 (104 in all), those funds have had
better total returns than the Standard and Poor's 500 Composite Stock Index in
90 of the 104 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.
 
      IF YOU ARE CONSIDERING AMCAP FOR AN INDIVIDUAL RETIREMENT ACCOUNT . . .
 
<TABLE>
<CAPTION>
Here's how much you would have if you had invested $2,000 on March 1 of each year in AMCAP                                          
                  
over the past 5, 10, 15 and 20 years:                                                            
 
<S>                <C>                 <C>               <C>                
5 Years            10 Years            15 years          20 Years           
 
(3/1/90 - 2/28/95)   (3/1/85 - 2/28/95)   (3/1/80 - 2/28/95)   (3/1/75 - 2/28/95)   
 
$12,417            $35,421             $85,457           $243,544           
 
</TABLE>
 
           SEE THE DIFFERENCE TIME CAN MAKE IN AN INVESTMENT PROGRAM
 
<TABLE>
<CAPTION>
If you had invested         Periods                    ...and taken all       
$10,000 in AMCAP               3/1 - 2/28 or 29        distributions in shares,   
this many years ago...                                 your investment would   
|                                                      have been worth this   
Number of Years                                        much at Feb. 28, 1995   
                                                       |                      
                                                       Value                  
 
<S>                         <C>                        <C>                    
  1                         1994-1995                   $   9,748             
  2                         1993-1995                   10,852                
  3                         1992-1995                   11,491                
  4                         1991-1995                   13,834                
  5                         1990-1995                   16,162                
  6                         1989-1995                   18,417                
  7                         1988-1995                   20,199                
  8                         1987-1995                   19,553                
  9                         1986-1995                   25,499                
 10                         1985-1995                   31,353                
 11                         1984-1995                   36,405                
 12                         1983-1995                   36,834                
 13                         1982-1995                   53,050                
 14                         1981-1995                   55,805                
 15                         1980-1995                   67,477                
 16                         1979-1995                   99,465                
 17                         1978-1995                   136,145               
 18                         1977-1995                   159,578               
 19                         1976-1995                   162,866               
 20                         1975-1995                   228,440               
 21                         1974-1995                   204,779               
 22                         1973-1995                   161,912               
 23                         1972-1995                   151,798               
 24                         1971-1995                   178,911               
 25                         1970-1995                   191,206               
 26                         1969-1995                   185,342               
 27                         1968-1995                   224,806               
 28                         *1967-1995                  240,047               
 
</TABLE>
 
* From May 1, 1967, the date the fund commenced operation.
 
 
                                          AMCAP VS. VARIOUS UNMANAGED INDICES
 
<TABLE>
<CAPTION>
                ----------------TOTAL RETURN-----------------       -----------CAPITAL APPRECIATION-----------                      
                                                                                                        
  Period
3/1 - 2/28      AMCAP       DJIA/1/     S&P 500/2/ Average          AMCAP     NYSE/4/         ASE/5/    NASDAQ          
                                                   Savings                                              OTC/6/          
                                                   Institutions/3/
<S>             <C>         <C>         <C>        <C>              <C>       <C>             <C>       <C>             
1985 - 1995     + 214%      + 343%      + 274%     + 77%            + 161%    + 152%          + 99%     + 179%
1984 - 1994     + 252       + 382       + 322      + 89             + 186     + 187           + 124     + 214                    
1983 - 1993     + 220       + 348       + 331      + 99             + 156     + 186           + 118     + 156
1982 - 1992     + 335       + 505       + 440      + 112            + 242     + 249           + 213     + 253
1981 - 1991     + 280       + 364       + 322      + 122            + 184     + 167           + 104     + 129
1980 - 1990     + 294       + 387       + 347      + 125            + 194     + 182           + 133     + 169   
1979 - 1989     + 409       + 356       + 369      + 125            + 282     + 201           + 301     + 226
1978 - 1988     + 535       + 366       + 389      + 125            + 381     + 211           + 370     + 262           
1977 - 1987     + 669       + 304       + 360      + 125            + 487     + 199           + 484     + 349           
1976 - 1986     + 502       + 201       + 270      + 123            + 361     + 145           + 398     + 298           
1975 - 1985     + 587       + 198       + 261      + 119            + 422     + 144           + 489     + 289           
1974 - 1984     + 430       + 130       + 165      + 113            + 304     +  75           + 332     + 168           
1973 - 1983     + 315       +  98       + 113      + 106            + 219     +  42           + 235     + 118           
1972 - 1982     + 170       +  47       +  66      +  95            + 111     +  10           +  99     +  43           
1971 - 1981     + 202       +  79       + 108      +  85            + 147     +  41           + 204     +  95           
1970 - 1980     + 167       +  76       +  92      +  79            + 120     +  30           + 158       N/A             
1969 - 1979     +  76       +  38       +  45      +  75            +  45     -   2           +   8       N/A             
1968 - 1978     +  56       +  33       +  41      +  72            +  30     -   3             N/A       N/A             
1967*- 1977     +  42       +  54       +  50      +  67            +  20     +   5             N/A       N/A             
</TABLE>
 
* From May 1, 1967, the date the fund commenced operation. N/A - Data for these
periods not available.
                                                  
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 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 deposits offer a guaranteed return of
principal and fixed rate of interest, but no opportunity for capital growth. 
Maximum allowable rates were imposed by law during a portion of the period.
 
4. The New York Stock Exchange Composite Index is a capitalization weighted
index of all common stocks listed on the exchange.
 
5. The American Stock Exchange Index is a capitalization weighted index of all
common stocks listed on the exchange.
 
6. The National Association of Securities Dealers Automated Quotation Composite
Index of Over-the-Counter Stocks represents all domestic over-the-counter
stocks except those traded on exchanges and those having only one market maker,
covers some 3,500 stocks and is market value weighted.
 
Illustration of a $10,000 investment in AMCAP with
DIVIDENDS REINVESTED AND CAPITAL GAIN DISTRIBUTIONS TAKEN IN SHARES
(For the lifetime of the Fund May 1, 1967 through February 28, 1995)
 
<TABLE>
<CAPTION>
<S>          <C>          <C>            <C>            <C>              <C>            <C>              <C>              
                          COST OF SHARES                                                                      VALUE OF SHARES       
                                                                   
 
Fiscal       Annual       Dividends      Total          From             From           From             Total            
Year End     Dividends    (cumulative)   Investment     Initial          Capital Gains   Dividends          Value          
 Feb. 28                                    Cost        Investment       Reinvested     Reinvested                        
 
1968*         --           --             $10,000        $10,056          --              --              $10,056         
 
1969          $   75       $    75         10,075        12,128           --             $84               12,212         
 
1970             190           265         10,265         11,149          $   430        256               11,835         
 
1971             200           465         10,465         11,695          451            497               12,643         
 
1972             244          709          10,709        13,540           522            840               14,902         
 
1973             228        937            10,937        12,109           913            956               13,978         
 
1974          196          1,133          11,133         8,493             1,697         847               11,037         
 
1975             294        1,427         11,427         7,401            1,479          1,023              9,903         
 
1976             328        1,755          11,755        10,075           2,014          1,794             13,883         
 
1977             208        1,963         11,963         10,132           2,025          2,016             14,173         
 
1978          263           2,226         12,226         11,657           2,330          2,625             16,612         
 
1979          335           2,561         12,561         15,650           3,128          3,960             22,738         
 
1980             438        2,999         12,999         22,674           4,531          6,336            33,541          
 
1981             724       3,723          13,723         25,066           7,476          8,006             40,548         
 
1982           2,594       6,317          16,317         22,185           10,812         9,646             42,643         
 
1983           1,231       7,548          17,548         30,546           15,837         15,073            61,456         
 
1984           1,591        9,139         19,139         30,094           15,602         16,432            62,128         
 
1985          1,944        11,083         21,083         33,371           18,301         20,493            72,165         
 
1986           1,548       12,631         22,631         38,983           23,855         25,900            88,738         
 
1987          1,629        14,260         24,260         44,143           40,258         31,263           115,664         
 
1988           3,017       17,277         27,277         39,058           42,406         30,573           112,037         
 
1989           3,167       20,444         30,444         40,038           48,069         34,720           122,827         
 
1990          3,160        23,604         33,604         40,942           60,465         38,620           140,027         
 
1991          3,293        26,897         36,897         43,578           74,977         44,937           163,492         
 
1992          2,156        29,053         39,053         49,831           93,202         53,823           196,856         
 
1993          2,252        31,305         41,305         50,923           100,277        57,356           208,557         
 
1994          1,918        33,223         43,223         48,889           126,209        57,039           232,137         
1995          2,399        35,622         45,622         46,252           137,347        56,448           240,047         
 
</TABLE>
 
The dollar amount of capital gain distributions during the period was $112,647 
                             
* From May 1, 1967, the date the fund commenced operations.
AMCAP Fund, Inc.
 
<TABLE>
<CAPTION>
                                                        Percent of              
 
                                                        Net Assets              
 
<S>                                                     <C>                     
- ----------------------------                            ----------------        
 
Largest Industry Holdings                                                       
 
                                                                                
 
Broadcasting & Publishing                               12.71%                  
 
Business & Public Services                              10.50                   
 
Electronic Components                                   8.43                    
 
Data Processing & Reproduction                          8.07                    
 
Banking                                                 7.59                    
 
Other Industries                                        34.54                   
 
Cash & Equivalents                                      18.16                   
 
                                                                                
 
                                                                                
 
Largest Individual Holdings                                                     
 
                                                                                
 
Time Warner                                             4.18%                   
 
Intel                                                   3.62                    
 
Comcast                                                 2.86                    
 
Federal National Mortgage                               2.62                    
 
Capital Cities/ABC                                      2.55                    
 
Medtronic                                               2.42                    
 
Tele-Communications                                     2.08                    
 
Golden West Financial                                   2.06                    
 
Loctite                                                 2.01                    
 
Motorola                                                1.86                    
 
</TABLE>
 
- ----------
AMCAP FUND INVESTMENT PORTFOLIO
FEBRUARY 28, 1995
 
<TABLE>
<CAPTION>
- -                                                           -                  -                 -                    
 
                                                            Number             Market Value      Percent of           
 
COMMON STOCKS                                               of Shares          (000)             Net Assets           
 
- -                                                           -                  -                 -                    
 
<S>                                                         <C>                <C>               <C>                  
BROADCASTING & PUBLISHING -  8.53%                                                                                    
 
Time Warner Inc.                                            3,216,000          $124,218          4.18%                
 
Comcast Corp., Class A                                      760,000            11,970                                 
 
Comcast Corp., Class A special stock                        4,685,625          73,213            2.86                 
 
Capital Cities/ABC, Inc.                                    855,000            75,667            2.55                 
 
Tele-Communications, Inc., Class A/1/                       2,714,000          61,744            2.08                 
 
LIN Television Corp./1/                                     560,050            16,241            .55                  
 
Infinity Broadcasting Corp., Class A/1/                     415,000            14,629            .49                  
 
BUSINESS & PUBLIC SERVICES -  10.50%                                                                                  
 
Federal Express Corp./1/                                    765,000            49,821            1.68                 
 
Pitney Bowes Inc.                                           1,375,000          48,813            1.64                 
 
WMX Technologies, Inc.                                      1,370,000          36,134            1.22                 
 
United HealthCare Corp.                                     795,000            34,185            1.15                 
 
U.S. Healthcare, Inc.                                       725,000            30,994            1.04                 
 
CUC International Inc./1/                                   727,500            25,644            .86                  
 
Bay Networks Inc./1/                                        625,625            19,551            .66                  
 
Dun & Bradstreet Corp.                                      325,000            16,778            .56                  
 
General Motors Corp., Class E                               410,000            15,734            .53                  
 
Interpublic Group of Companies, Inc.                        400,000            13,650            .46                  
 
Avery Dennison Corp.                                        300,000            11,250            .38                  
 
Humana Inc./1/                                              400,000            9,500             .32                  
 
ELECTRONIC COMPONENTS -  8.43%                                                                                        
 
Intel Corp.                                                 1,350,000          107,494           3.62                 
 
Motorola, Inc.                                              960,000            55,200            1.86                 
 
Analog Devices, Inc./1/                                     1,425,000          35,803            1.21                 
 
Texas Instruments Inc.                                      300,000            23,625            .80                  
 
AMP Inc.                                                    200,000            15,000            .51                  
 
ADC Telecommunications, Inc./1/                             230,000            12,822            .43                  
 
DATA PROCESSING & REPRODUCTION -  8.07%                                                                               
 
Microsoft Corp./1/                                          840,000            52,815            1.78                 
 
Oracle Systems Corp./1/                                     1,312,500          41,016            1.38                 
 
Lotus Development Corp./1/                                  850,000            35,275            1.19                 
 
International Business Machines Corp.                       451,000            33,938            1.14                 
 
Tandem Computers Inc./1/                                    1,278,900          21,741            .73                  
 
Apple Computer, Inc.                                        481,800            19,031            .64                  
 
Sequent Computer Systems, Inc./1/                           679,900            11,643            .39                  
 
Electronic Arts/1/                                          495,000            10,642            .36                  
 
Compaq Computer Corp./1/                                    300,000            10,350            .35                  
 
Novell, Inc./1/                                             150,000            3,131             .11                  
 
BANKING -  7.59%                                                                                                      
 
Golden West Financial Corp.                                 1,596,800          61,078            2.06                 
 
Banc One Corp.                                              1,676,188          49,238            1.66                 
 
Norwest Corp.                                               1,700,000          43,775            1.47                 
 
Northern Trust Corp.                                        850,000            28,900            .97                  
 
PNC Bank Corp.                                              775,000            19,762            .67                  
 
Signet Banking Corp.                                        470,000            17,096            .58                  
 
SunTrust Banks, Inc.                                        100,000            5,388             .18                  
 
TELECOMMUNICATIONS -  6.43%                                                                                           
 
Cellular Communications, Inc.,                                                                                        
 
 preference shares/1/                                       1,095,000          54,750            1.84                 
 
Telephone and Data Systems, Inc.                            1,200,000          54,750            1.84                 
 
AirTouch Communications/1/                                  1,100,000          29,975            1.01                 
 
LIN Broadcasting Corp./1/                                   146,100            18,810            .63                  
 
MCI Communications Corp.                                    850,000            17,000            .57                  
 
Cellular Communications of Puerto                                                                                     
 
 Rico, Inc./1/                                              249,998            8,437             .28                  
 
AT&T Corp.                                                  150,000            7,762             .26                  
 
FINANCIAL SERVICES -  4.42%                                                                                           
 
Federal National Mortgage Assn.                             1,010,000          77,896            2.62                 
 
ADVANTA Corp., Class B                                      500,000            15,750                                 
 
ADVANTA Corp., Class A                                      355,000            11,893            .93                  
 
Student Loan Marketing Assn.                                700,000            25,813            .87                  
 
HEALTH & PERSONAL CARE -  4.11%                                                                                       
 
Medtronic, Inc.                                             1,200,000          72,000            2.42                 
 
Pyxis Corp./1/                                              1,300,000          29,412            .99                  
 
Amgen Inc./1/                                               200,000            13,775            .46                  
 
Upjohn Co.                                                  200,000            7,050             .24                  
 
LEISURE & TOURISM -  3.62%                                                                                            
 
Walt Disney Co.                                             1,000,000          53,375            1.80                 
 
Promus Companies Inc./1/                                    750,000            26,812            .90                  
 
Marriott International, Inc.                                500,000            15,500            .52                  
 
Luby's Cafeterias, Inc.                                     525,000            11,944            .40                  
 
CHEMICALS -  2.62%                                                                                                    
 
Loctite Corp.                                               1,295,000          59,570            2.01                 
 
Nalco Chemical Co.                                          525,000            18,047            .61                  
 
BEVERAGES & TOBACCO -  2.07%                                                                                          
 
PepsiCo, Inc.                                               600,000            23,475            .79                  
 
UST Inc.                                                    700,000            20,825            .70                  
 
Philip Morris Companies Inc.                                285,000            17,314            .58                  
 
INSURANCE -  1.58%                                                                                                    
 
American International Group, Inc.                          225,000            23,344            .79                  
 
Cincinnati Financial Corp.                                  300,000            16,725            .56                  
 
Arthur J. Gallagher & Co.                                   195,000            6,825             .23                  
 
MERCHANDISING -  1.39%                                                                                                
 
Toys "R" Us, Inc./1/                                        950,000            26,481            .89                  
 
Lands' End, Inc./1/                                         885,000            14,713            .50                  
 
TRANSPORTATION: AIRLINES -  1.34%                                                                                     
 
AMR Corp./1/                                                350,000            21,394            .72                  
 
Delta Air Lines, Inc.                                       210,000            12,180            .41                  
 
Southwest Airlines Co.                                      350,250            6,173             .21                  
 
RECREATION & OTHER CONSUMER PRODUCTS - 1.33%                                                                          
 
Duracell International Inc.                                 705,700            29,375            .99                  
 
Hasbro, Inc.                                                320,000            10,080            .34                  
 
METALS: STEEL -  0.67%                                                                                                
 
Worthington Industries, Inc.                                1,000,000          19,875            .67                  
 
ENERGY SOURCES -  0.53%                                                                                               
 
Helmerich & Payne, Inc.                                     600,000            15,600            .53                  
 
FOOD & HOUSEHOLD PRODUCTS -  0.43%                                                                                    
 
Colgate-Palmolive Co.                                       200,000            12,900            .43                  
 
AEROSPACE & MILITARY TECHNOLOGY -  0.19%                                                                              
 
General Motors Corp., Class H                               150,000            5,644             .19                  
 
CONSTRUCTION & HOUSING -  0.10%                                                                                       
 
Jacobs Engineering Group Inc./1/                            150,000            2,963             .10                  
 
MISCELLANEOUS                                                                                                         
 
Other common stocks in initial period of                                                                              
 
 acquisition                                                                   52,220            1.76                 
 
                                                                               -                 -                    
 
TOTAL COMMON STOCKS (cost: $1,599,766,000)                                     2,372,926         79.89                
 
                                                                               -                 -                    
 
                                                                                                                      
 
                                                            Principal                                                 
 
                                                            Amount                                                    
 
BONDS                                                       (000)                                                     
 
- -                                                           -                  -                 -                    
 
INDUSTRIALS -  1.95%                                                                                                  
 
Time Warner Inc. 0% due 2002/2/                             $59,812            57,943            1.95                 
 
                                                                               -                 -                    
 
TOTAL BONDS (cost: $49,132,000)                                                57,943            1.95                 
 
                                                                               -                 -                    
 
                                                                                                                      
 
SHORT-TERM SECURITIES                                                                                                 
 
- -                                                           -                  -                 -                    
 
CORPORATE SHORT-TERM NOTES -  15.77%                                                                                  
 
J.C. Penney Funding Corp. 5.80%-5.98% due                                                                             
 
 3/8-3/23/95                                                59,400             59,307            2.00                 
 
American Express Credit Corp. 5.98%-6.03% due                                                                         
 
 3/6-4/10/95                                                56,600             56,427            1.90                 
 
Ford Motor Credit Co. 5.92%-6.04% due                                                                                 
 
 3/10-4/24/95                                               53,600             53,336            1.80                 
 
Xerox Corp. 5.90%-6.05% due 3/21-4/4/95                     42,000             41,805            1.41                 
 
National Rural Utilities Cooperative Finance                                                                          
 
 Corp. 5.97%-6.02% due 3/17-4/17/95                         37,200             36,939            1.24                 
 
Pfizer Inc. 5.90%-5.93% due 3/3-3/21/95                     30,900             30,847            1.04                 
 
Kimberly-Clark Corp. 5.95% due 3/20/95                      30,000             29,901            1.01                 
 
Beneficial Corp. 6.00%-6.08% due 3/2-4/13/95                27,000             26,877            .90                  
 
Commercial Credit Co. 6.00% due 5/4/95                      20,000             19,782            .67                  
 
Chevron Transport Corp. 5.98% due 3/22/95                   19,300             19,229            .65                  
 
John Deere Capital Corp. 5.99% due 4/19/95                  19,200             19,041            .64                  
 
Central and South West Corp. 6.03% due 3/9/95               19,000             18,971            .64                  
 
Eli Lilly and Co. 6.00% due 3/9/95                          18,000             17,973            .60                  
 
PepsiCo, Inc. 5.98% due 3/1-3/24/95                         14,900             14,890            .50                  
 
Campbell Soup Co. 6.02% due 3/27/95                         10,000             9,955             .34                  
 
U S WEST Communications, Inc. 6.00% due 4/12/95             9,500              9,431             .32                  
 
Associates Corp. of North America 6.10%                                                                               
 
 due 3/1/95                                                 3,200              3,200             .11                  
 
                                                                                                                      
 
FEDERAL AGENCY SHORT-TERM OBLIGATIONS - 2.15%                                                                         
 
Federal Home Loan Mortgage Corp.                                                                                      
 
 5.90% due 3/14-3/20/95                                     29,800             29,726            1.00                 
 
Student Loan Marketing Assn. 6.59% due                                                                                
 
 3/23/95/3/                                                 20,000             20,000            .67                  
 
Federal Farm Credit Bank 5.86% due 3/13/95                  14,400             14,370            .48                  
 
                                                                               -                 -                    
 
TOTAL SHORT-TERM SECURITIES (cost:                                                                                    
 
 $532,012,000)                                                                 532,007           17.92                
 
                                                                               -                 -                    
 
TOTAL INVESTMENT SECURITIES (cost:                                                                                    
 
 $2,180,910,000)                                                               2,962,876         99.76                
 
                                                                                                                      
 
Excess of cash and receivables over payables                                   7,239             .24                  
 
                                                                               -                 -                    
 
NET ASSETS                                                                     $2,970,115        100.00%              
 
                                                                               =                 =                    
 
                                                                                                                      
 
1 Non-income producing securities.                                                                                    
 
                                                                                                                      
 
2 Represents a zero coupon bond which                                                                                 
 
 will convert to an interest-bearing                                                                                  
 
 security at a later date.                                                                                            
 
                                                                                                                      
 
3 Coupon rate may change periodically.                                                                                
 
                                                                                                                      
 
The descirptions of the companies shown in the                                                                        
 
 portfolio, which were obtained from published                                                                        
 
 reports and other sources believed to be                                                                             
 
 reliable, are supplemental and are not covered                                                                       
 
 by the Independent Auditors' Report.                                                                                 
 
                                                                                                                      
 
</TABLE>
 
  See Notes to Financial Statements
Common stocks appearing in the portfolio
 since August 31, 1994
ADC Telecommunications
ADVANTA
AT&T
Bay Networks
Electronic Arts
Humana
Infinity Broadcasting
Jacobs Engineering
LIN Television
Promus
Pyxis
Common stocks eliminated from the portfolio
 since August 31, 1994
Alaska Air Group
Informix
McCaw Cellular Communications
QVC Network
Safety-Kleen
SynOptics Communications
TJX
Washington Post
AMCAP FUND Financial Statements
 
<TABLE>
<CAPTION>
- -------------------------------------------                 ----------------          ----------------            
 
Statement of Assets and Liabilities                                                                               
 
at February 28, 1995                                        (dollars in               thousands)                  
 
- -------------------------------------------                 ----------------          ----------------            
 
<S>                                                         <C>                       <C>                         
Assets:                                                                                                           
 
Investment securities at market                                                                                   
 
 (COST: $2,180,910)                                                                   $2,962,876                  
 
Cash                                                                                  126                         
 
Receivables for-                                                                                                  
 
 Sales of investments                                       $14,134                                               
 
 Sales of fund's shares                                     5,969                                                 
 
 Dividends and accrued interest                             3,424                     23,527                      
 
                                                            ------------------        -----------------           
 
                                                                                      2,986,529                   
 
Liabilities:                                                                                                      
 
Payables for-                                                                                                     
 
 Purchases of investments                                   10,877                                                
 
 Repurchases of fund's shares                               3,295                                                 
 
 Management services                                        927                                                   
 
 Accrued expenses                                           1,315                     16,414                      
 
                                                            ------------------        -----------------           
 
Net Assets at February 28, 1995-                                                                                  
 
 EQUIVALENT TO $12.28 PER SHARE ON                                                                                
 
 241,866,998 SHARES OF $1 PAR VALUE                                                                               
 
CAPITAL STOCK OUTSTANDING (AUTHORIZED                                                                             
 
CAPITAL STOCK--300,000,000 SHARES)                                                    $2,970,115                  
 
                                                                                      =================           
 
Statement of Operations                                                                                           
 
FOR THE YEAR ENDED FEBRUARY 28, 1995                                                                              
 
                                                            ------------------        -----------------           
 
Investment Income:                                                                                                
 
Income:                                                                                                           
 
 Dividends                                                  $ 28,733                                              
 
 Interest                                                   25,837                    $ 54,570                    
 
                                                            ------------------                                    
 
Expenses:                                                                                                         
 
 Management services fee                                    11,954                                                
 
 Distribution expenses                                      5,181                                                 
 
 Transfer agent fee                                         2,430                                                 
 
 Reports to shareholders                                    297                                                   
 
 Registration statement and prospectus                      128                                                   
 
 Postage, stationery and supplies                           461                                                   
 
 Directors' fees                                            109                                                   
 
 Auditing and legal fees                                    47                                                    
 
 Custodian fee                                              88                                                    
 
 Taxes other than federal income tax                        48                                                    
 
 Other expenses                                             43                        20,786                      
 
                                                            ------------------        -----------------           
 
Net investment income                                                                 33,784                      
 
                                                                                      -----------------           
 
REALIZED GAIN AND UNREALIZED                                                                                      
 
 APPRECIATION ON INVESTMENTS:                                                                                     
 
NET REALIZED GAIN                                                                     131,656                     
 
Net change in unrealized                                                                                          
 
 appreciation on investments:                                                                                     
 
 Beginning of year                                          854,664                                               
 
 End of year                                                781,966                                               
 
                                                            ------------------                                    
 
  Net unrealized depreciation                                                                                     
 
    on investments                                                                    (72,698)                    
 
                                                                                      -----------------           
 
 NET REALIZED GAIN AND UNREALIZED                                                                                 
 
  depreciation on investments                                                         58,958                      
 
                                                                                      -----------------           
 
NET INCREASE IN NET ASSETS RESULTING                                                                              
 
 from Operations                                                                      $ 92,742                    
 
                                                                                      =================           
 
                                                                                                                  
 
Statement of Changes in Net                                                                                       
 
 Assets                                                                                                           
 
- ---------------------------------------------               ------------------        -----------------           
 
                                                            Year ended                February 28                 
 
                                                            1995                      1994                        
 
Operations:                                                 ------------------        -----------------           
 
Net investment income                                       $   33,784                $   26,934                  
 
NET REALIZED GAIN ON INVESTMENTS                            131,656                   368,911                     
 
NET UNREALIZED DEPRECIATION                                                                                       
 
 on investments                                             (72,698)                  (70,728)                    
 
                                                            ------------------        -----------------           
 
  NET INCREASE IN NET ASSETS RESULTING                                                                            
 
   from operations                                          92,742                    325,117                     
 
                                                            ------------------        -----------------           
 
Dividends and Distributions                                                                                       
 
  Paid to Shareholders:                                                                                           
 
Dividends from net investment income                        (30,685)                  (26,587)                    
 
Distributions from net realized                                                                                   
 
 gain on investments                                        (222,989)                 (402,968)                   
 
                                                            ------------------        -----------------           
 
  Total dividends and distributions                         (253,674)                 (429,555)                   
 
                                                            ------------------        -----------------           
 
Capital Share Transactions:                                                                                       
 
Proceeds from shares sold:                                                                                        
 
 35,758,474 AND 47,420,145                                                                                        
 
 shares, respectively                                       435,956                   623,367                     
 
Proceeds from shares issued in                                                                                    
 
 reinvestment of net investment income                                                                            
 
 dividends and distributions of net                                                                               
 
 realized gain on investments:                                                                                    
 
 19,996,561 and 31,645,787 shares,                                                                                
 
 respectively                                               237,314                   399,494                     
 
Cost of shares repurchased:                                                                                       
 
 49,806,739 and 66,170,029                                                                                        
 
 shares, respectively                                       (605,581)                 (870,615)                   
 
                                                            ------------------        -----------------           
 
  NET INCREASE IN NET ASSETS RESULTING                                                                            
 
   from capital share transactions                          67,689                    152,246                     
 
                                                            ------------------        -----------------           
 
TOTAL INCREASE (DECREASE) IN NET ASSETS                     (93,243)                  47,808                      
 
                                                                                                                  
 
Net Assets:                                                                                                       
 
Beginning of year                                           3,063,358                 3,015,550                   
 
                                                            ------------------        -----------------           
 
End of year (including undistributed                                                                              
 
 net investment income of $7,659 and                                                                              
 
 $4,560, RESPECTIVELY)                                      $2,970,115                $3,063,358                  
 
                                                            ==================        =================           
 
                                                                                                                  
 
                                                                                                                  
 
                                                                                                                  
 
</TABLE>
 
See Notes to Financial Statements
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. AMCAP Fund, Inc. (the "fund") is registered under the Investment Company Act
of 1940 as an open-end, diversified  management investment company.  The
following paragraphs summarize the significant accounting policies consistently
followed by the fund in the preparation of its financial statements:
 
  Common stocks are stated at market value based upon closing sales prices
reported on recognized securities exchanges on the last business day of the
year or, for listed securities having no sales reported and for unlisted
securities, upon last-reported bid prices on that date.  Bonds are valued at
prices obtained from a bond-pricing service provided by a major dealer in
bonds, when such prices are available; however, in circumstances where the
investment adviser deems it appropriate to do so, such securities will be
valued at the mean of their representative quoted bid and asked prices or, if
such prices are not available, at the mean of such prices for securities of
comparable maturity, quality, and type.  Short-term securities with original or
remaining maturities in excess of 60 days are valued at the mean of their
quoted bid and asked prices.  Short-term securities with 60 days or less to
maturity are valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by the Valuation Committee of the Board
of Directors.
 
  As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold.  Realized gains
and losses from securities transactions are reported on an identified cost
basis.  Dividend and interest income is reported on the accrual basis. 
Discounts on securities purchased are amortized over the life of the respective
securities.  The fund does not amortize premiums on securities  purchased. 
Dividends and distributions paid to shareholders are recorded on the
ex-dividend date.
 
  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 $88,000 includes $10,000 that was paid by these credits
rather than in cash.
 
2.  It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders.  Therefore, no federal income tax provision
is required.
 
  As of February 28, 1995, net unrealized appreciation on investments for book
and federal income tax purposes aggregated $781,966,000, of which $857,338,000
related to appreciated securities and $75,372,000 related to depreciated
securities.  There was no difference between book and tax realized gains on
securities transactions for the year ended February 28, 1995.    The cost of
portfolio securities for book and federal income tax purposes was
$2,180,910,000 at February 28, 1995.  
  
3.  The fee of $11,954,000 for management services was paid pursuant to an
agreement with Capital Research and Management Company (CRMC), with which
certain officers and Directors of the fund are affiliated.  The Investment
Advisory and Service Agreement provides for monthly fees, accrued daily, based
on an annual rate of 0.485% of the first $1 billion of average net assets;
0.385% of such assets in excess of $1 billion but not exceeding $2 billion;
0.355% of such assets in excess of $2 billion but not exceeding $3 billion;
0.335% of such assets in excess of $3 billion but not exceeding $5 billion;
0.32% of such assets in excess of $5 billion but not exceeding $8 billion; and
0.31% of such assets in excess of $8 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 February 28, 1995,
distribution expenses under the Plan were $5,181,000.  As of February 28, 1995,
accrued and unpaid distribution expenses were $1,218,000.
 
  American Funds Service Company (AFS), the transfer agent for the fund, was
paid a fee of $2,430,000.  American Funds Distributors, Inc. (AFD), the
principal underwriter of the fund's shares, received $639,000 (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 February  28,
1995, aggregate amounts deferred were $75,000.
 
  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 February 28, 1995, accumulated undistributed net realized gain on
investments was $40,263,000 and additional paid-in capital was $1,898,360,000.
 
  The fund made purchases and sales of investment securities,        excluding
short-term securities, of $431,864,000 and $655,025,000, respectively, during
the year ended February 28, 1995.
 
 
AMCAP FUND
PER-SHARE DATA AND RATIOS
 
<TABLE>
<CAPTION>
                                               Year            Ended           February        28 or 29                        
 
                                               ------          --------        --------        --------       --------         
 
                                               1995            1994            1993            1992           1991             
 
                                               ------          --------        --------        --------       --------         
 
<S>                                            <C>             <C>             <C>             <C>            <C>              
Net Asset Value, Beginning                                                                                                     
 
 of Year                                       $12.98          $13.52          $13.23          $11.57         $10.87           
 
                                               ------          --------        --------        --------       --------         
 
                                                                                                                               
 
Income from Investment                                                                                                         
 
 Operations:                                                                                                                   
 
  Net investment income                        .14             .12             .13             .17            .22              
 
  Net realized and unrealized                                                                                                  
 
   gain on investments                         .24             1.28            .63             2.10           1.44             
 
                                               ------          --------        --------        --------       --------         
 
   Total income from investment                                                                                                
 
    operations                                 .38             1.40            .76             2.27           1.66             
 
                                               ------          --------        --------        --------       --------         
 
Less Distributions:                                                                                                            
 
  Dividends from net investment                                                                                                
 
  income                                       (.13)           (.12)           (.15)           (.15)          (.25)            
 
  Distributions from net realized                                                                                              
 
  gains                                        (.95)           (1.82)          (.32)           (.46)          (.71)            
 
                                               -------         --------        --------        --------       --------         
 
   Total distributions                         (1.08)          (1.94)          (.47)           (.61)          (.96)            
 
                                               -------         --------        --------        --------       --------         
 
Net Asset Value, End of Year                   $12.28          $12.98          $13.52          $13.23         $11.57           
 
                                               =======         ========        ========        ========       ==========       
 
Total Return *                                 3.41%           11.31%          5.94%           20.41%         16.76%           
 
                                                                                                                               
 
Ratios/Supplemental Data:                                                                                                      
 
 Net assets, end of year (in                                                                                                   
 
  millions)                                    $2,970          $3,063          $3,016          $2,796         $2,205           
 
 Ratio of expenses to average                                                                                                  
 
  net assets                                   .71%            .72%            .73%            .75%           .79%             
 
 Ratio of net income to                                                                                                        
 
  average net assets                           1.16%           .89%            1.02%           1.37%          2.08%            
 
 Portfolio turnover rate                       17.92%          22.18%          14.72%          7.74%          16.32%           
 
</TABLE>
 
*This was calculated without  
 deducting a sales charge. The
 maximum sales charge is 5.75% of
 the fund's offering price.
 
 
INDEPENDENT AUDITORS' REPORT
                                                                
To the Board of Directors and Shareholders of 
AMCAP Fund, Inc.:
      We have audited the accompanying statement of assets and liabilities of
AMCAP Fund, Inc., including the investment portfolio, as of February 28, 1995
and the related statements 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 related per-share data and ratios for each of the five years in the
period then ended. These financial statements and the per-share data and ratios
are the responsibility of the fund's management.  Our responsibility is to
express an opinion on these financial statements and the per-share data and
ratios based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
per-share data and ratios are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of February 28, 1995 by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
     In our opinion, the financial statements and the per-share data and ratios
referred to above present fairly, in all material respects, the financial
position of AMCAP Fund, Inc., as of February 28, 1995, 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.
 
/s/ Deloitte & Touche
Los Angeles, California
March 24, 1995
 
Approximately 85% of the distributions paid by the fund from investment income
earned in the year ended February 28,1995 qualifies for the corporate
dividends-received deduction. The fund derived no investment income during the
year from interest on direct U.S. treasury obligations during the year.
Text Box 1


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